8-K

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K

                                 Current Report
                       Pursuant to Section 13 or 15(d) of
                       the Securities Exchange Act of 1934

        Date of Report (Date of earliest event reported): March 22, 2004

                            WHOLE FOODS MARKET, INC.
             (Exact name of registrant as specified in its charter)

Texas                              0-19797                   74-1989366
(State of                      (Commission File              (IRS employment
incorporation)                     Number)                   identification no.)

                        601 North Lamar Blvd., Suite 300
                               Austin, Texas 78703
                    (Address of principal executive offices)

               Registrant's telephone number, including area code
                                  512-477-4455




Item 5. Other Events

On March 22, 2004, the Company issued a press release  announcing that its Board
of Directors has declared a dividend of $0.15 per share,  payable April 19, 2004
to  shareholders  of record at the close of business on April 9, 2004. A copy of
the press release is furnished herewith as Exhibit 99.1.

Item 7. Financial Statements and Exhibits.

(c)   Exhibits.

      Exhibit 99.1      Whole Foods Market, Inc. dividend announcement, dated
                        March 22, 2004


                                       2


Signatures

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.

                                             WHOLE FOODS MARKET, INC.

Date: March 22, 2004                         By: /s/ Glenda Flanagan
      --------------                             -----------------------------
                                                  Glenda Flanagan,
                                                  Executive Vice President and
                                                  Chief Financial Officer


                                       3

EX-99.1

                                                                    Exhibit 99.1

             Whole Foods Market Announces Second Quarterly Dividend

    AUSTIN, Texas, March 22 /PRNewswire-FirstCall/ -- Whole Foods Market, Inc.
(Nasdaq: WFMI) today announced that its Board of Directors declared its
second quarterly dividend.  The Company estimates it will pay out
approximately $9 million to shareholders in the $0.15 per share dividend which
is payable April 19, 2004 to shareholders of record at the close of business
on April 9, 2004.

    The Company recently announced its results for the first fiscal quarter
ended January 18, 2004.  During the sixteen-week quarter, the Company produced
cash flow from operations of $84 million and had capital expenditures of
$69 million, of which $35 million was for new store development.  At the end
of the quarter, the Company's cash and equivalents, including restricted cash,
totaled approximately $182 million, and long-term debt, which includes
$154 million in Zero Coupon Convertible Debentures, was approximately
$171 million.  The Company has no amounts drawn on its $100 million line of
credit.  The Company believes it will continue to produce strong cash flow
from operations and stock option exercises and, as an EVA company, believes in
maximizing returns on capital to its shareholders.  Subject to capital
availability and a determination that cash dividends continue to be in the
best interest of the Company's shareholders, it is the intention of the Board
of Directors to pay a quarterly dividend on an ongoing basis.


    About Whole Foods Market:

    Founded in 1980 in Austin, Texas, Whole Foods Market(R)
(www.wholefoodsmarket.com ) is the largest natural and organic foods
supermarket retailer.  In fiscal year 2003, the Company had sales of
$3.1 billion and currently has 156 stores in the United States, Canada, and
the United Kingdom.


    The following constitutes a "Safe Harbor" statement under the Private
Securities Litigation Reform Act of 1995.  Except for the historical
information contained herein, the matters discussed in this press release are
forward-looking statements that involve risks and uncertainties, which could
cause our actual results to differ materially from those described in the
forward-looking statements.  These risks include but are not limited to
general business conditions, the timely development and opening of new stores,
the integration of acquired stores, the impact of competition, and other risks
detailed from time to time in the Company's SEC reports, including the report
on Form 10K for the fiscal year ended September 28, 2003.  The Company does
not undertake any obligation to update forward-looking statements.


     Contact:  Cindy McCann

               VP of Investor Relations
               512.477.4455


SOURCE  Whole Foods Market, Inc.
    -0-                             03/22/2004
    /CONTACT:  Cindy McCann, VP of Investor Relations of Whole Foods Market,
Inc., +1-512-477-4455/
    /Web site:  http://www.wholefoodsmarket.com /
    (WFMI)

CO:  Whole Foods Market, Inc.
ST:  Texas
IN:  FOD REA SUP
SU:  DIV