UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549

FORM 10-Q/A

(Amendment No. 1)

x Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the period ended January 14, 2007; or

o Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from                     to                    .

Commission File Number:  0-19797

WHOLE FOODS MARKET, INC.

(Exact name of registrant as specified in its charter)

Texas	74-1989366
(State of	(IRS employer
incorporation)	identification no.)

550 Bowie St.

Austin, Texas 78703

(Address of principal executive offices)

512-477-4455

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer (as defined in Rule 12b-2 of the Exchange Act).

Large accelerated filer x Accelerated filer o Non-accelerated filer o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.)

Yes o No x

The number of shares of the registrant’s common stock, no par value, outstanding as of January 14, 2007 was 140,579,996 shares.

Explanatory Note:  The registrant is filing this amendment to clarify in Item 6 that portions of Exhibit 10.1 were omitted pursuant to a request for Confidential Treatment filed with the Securities and Exchange Commission. Such notation was previously made only on Exhibit 10.1 itself.

Part II

Other Information

Item 6. Exhibits

Exhibit	10.1 (1)	Second Amendment, dated December 15, 2006, to the Third Amended and Restated Credit Agreement, dated October 1, 2004, by and among Registrant, the subsidiaries of the Registrant, JPMorgan Chase Bank; Wells Fargo Bank National Association; Wachovia Bank, National Association; and Fleet National Bank (Portions of this Agreement have been omitted pursuant to a request for Confidential Treatment filed with the Securities and Exchange Commission)
Exhibit	31.1 (1)	Certification of Chief Executive Officer Pursuant to 17 CFR 240.13a - 14(a)
Exhibit	31.2 (1)	Certification of Chief Financial Officer Pursuant to 17 CFR 240.13a - 14(a)
Exhibit	32.1 (1)	Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350
Exhibit	32.2 (1)	Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350

(1) Previously filed

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SIGNATURE

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

		WHOLE FOODS MARKET, INC.
Date:	November 1, 2007	By:	/s/ Glenda Chamberlain
		Glenda Chamberlain
		Executive Vice President and
		Chief Financial Officer
		(Duly authorized officer and principal financial officer)

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