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 Act of 1934


         Date of Report (Date of earliest event reported): May 26, 2004


                            WILD OATS MARKETS, INC.
             (Exact name of registrant as specified in its charter)


            Delaware                  0-21577             84-1100630
(State or other jurisdiction of      Commission        (I.R.S. Employer
incorporation or organization)       File Number     Identification Number)


                               3375 Mitchell Lane
                            Boulder, Colorado 80301
          (Address of principal executive offices, including zip code)


                                 (303) 440-5220
             (Registrant's telephone number, including area code)




ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE

On May 26, 2004, Wild Oats Markets, Inc. issued a press release announcing the
pricing of $100.0 million principal amount of its Convertible Senior Debentures
due 2034. The debentures are being sold in a private offering to qualified
institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as
amended. In addition, the Company granted the initial purchasers an option to
purchase up to an additional $15.0 million principal amount of the debentures.
The press release is attached hereto as Exhibit 99.1.

ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS

Exhibits No.      Description

Exhibit 99.1      Press Release of Wild Oats Markets, Inc. dated May 26, 2004.

Exhibit 99.2      Excerpts from the confidential offering memorandum,
                  dated May 25, 2004, relating to the Convertible Senior
                  Debentures due 2034 of Wild Oats Markets, Inc.

ITEM 9. REGULATION FD DISCLOSURE

Attached hereto as Exhibit 99.2 are excerpts from the confidential offering
memorandum relating to the debentures.



                                   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.


                                               Wild Oats Markets, Inc.


                                               By:  /s/ Freya R. Brier
                                                   ---------------------------
                                                   Freya R. Brier
Date: May 26, 2004                                 Executive Officer




                                 EXHIBIT INDEX

Exhibit No.       Description

Exhibit 99.1      Press Release of Wild Oats Markets, Inc. dated May 26, 2004.

Exhibit 99.2      Excerpts from the confidential offering memorandum,
                  dated May 25, 2004, relating to the Convertible Senior
                  Debentures due 2034 of Wild Oats Markets, Inc.

EX-99

                                                                EXHIBIT 99.1

FOR IMMEDIATE RELEASE
May 26, 2004

Contact:     Sonja Tuitele
             Corporate Communications
             (720) 562-4984

  WILD OATS MARKETS, INC. ANNOUNCES PRICING OF CONVERTIBLE DEBENTURES OFFERING

BOULDER, Colo., May 26 /PRNewswire-FirstCall/ -- Wild Oats Markets, Inc.
(Nasdaq: OATS) today announced the pricing of $100.0 million principal amount
of its Convertible Senior Debentures due 2034. The debentures are being sold in
a private offering to qualified institutional buyers pursuant to Rule 144A
under the Securities Act of 1933, as amended. In addition, the Company granted
the initial purchasers an option to purchase up to an additional $15.0 million
principal amount of the debentures.

The debentures have a principal amount of $1,000 per debenture and will bear
regular interest at the annual rate of 3.25% until May 15, 2011, payable on May
15 and November 15 of each year, beginning on November 15, 2004. After May 15,
2011, the Company will not pay regular interest on the debentures. The Company
will pay contingent interest to the holders of the debentures for the period
commencing May 20, 2011 and ending November 14, 2011 if the average trading
price of a debenture for each of the last five trading days immediately
preceding May 20, 2011 equals 125% or more of the principal amount of the
debenture. Thereafter, the Company will pay additional contingent interest
during a six-month interest period if the average trading price of the
debentures during the five trading-day period immediately preceding the first
day of the interest period equals or exceeds 125% of the principal amount of
the debentures.

The debentures may be converted into shares of Wild Oats common stock prior to
stated maturity, under the following circumstances: (1) during any calendar
quarter (and only during such calendar quarter) commencing after June 30, 2004
and before March 31, 2029, if the last reported sale price of the common stock
is greater than or equal to 130% of the conversion price for at least 20
trading days in the period of 30 consecutive trading days ending on the last
trading day of the preceding calendar quarter; (2) at any time on or after
April 1, 2029 if the last reported sale price of the common stock on any date
on or after March 31, 2029 is greater than or equal to 130% of the conversion
price; (3) subject to certain limitations, during the five business day period
after any five consecutive trading-day period in which the trading price per
debenture for each day of that period was less than 98% of the product of the
conversion rate and the last reported sale price of our common stock; (4) if
the debentures are called for redemption; (5) upon the occurrence of certain
corporate transactions; or (6) if the Company obtains credit ratings for the
debentures, at any time when the credit ratings assigned to the debentures are
below certain specified levels. Upon conversion, the Company will have the
right to deliver, in lieu of common stock, cash or a combination of cash and
common stock.

The conversion rate will initially be 56.5099 shares of common stock per $1,000
principal amount of debentures, which is equivalent to a conversion price of
$17.70 per share of common stock. The conversion rate will be subject to
adjustment upon the occurrence of specified events.
Wild Oats Markets intends to use proceeds of the offering to accelerate its
growth plans and for general corporate purposes. In addition, the Company will
use approximately $25 million of the net proceeds to repurchase, through one of
the initial purchasers, approximately 2 million shares of its outstanding
common stock.

This notice does not constitute an offer to sell or the solicitation of any
offer to buy any securities. The offering will be made only to qualified
institutional buyers in accordance with Rule 144A under the Securities Act of
1933. The securities to be offered have not been registered under the
Securities Act, or any state securities laws, and unless so registered may not
be offered or sold in the United States, except pursuant to an exemption from,
or in a transaction not subject to, the registration requirements of the
Securities Act and applicable state securities laws.

This news release contains forward-looking statements within the meaning of the
federal securities laws that involve risks and uncertainties. Such
forward-looking statements include the expectations, plans or prospects for the
Company, including whether or not the Company will offer the debentures or
consummate the offering, the anticipated terms of the debentures and the
offering and the anticipated use of proceeds of the offering. The statements
made by the Company are based upon management's current expectations and are
subject to certain risks and uncertainties that could cause actual results to
differ materially from those described in the forward-looking statements. These
risks and uncertainties include market conditions and other factors beyond the
Company's control and the risk factors and other cautionary statements
discussed in the Company's filings with the U.S. Securities and Exchange
Commission. Wild Oats does not intend to update these statements and undertakes
no duty to any person to effect any such update under any circumstances.

EX-99

                                                                EXHIBIT 99.2

                                    SUMMARY

The following summary information is qualified in its entirety by, and should
be read in conjunction with, the more detailed information and financial data,
including the consolidated financial statements and related notes thereto,
appearing elsewhere or incorporated by reference in this offering memorandum.
In addition to other information in this offering memorandum, the factors set
forth under "Risk factors" below should be considered carefully in evaluating
an investment in the debentures offered hereby. Unless otherwise indicated, all
information in this offering memorandum assumes the option granted to the
initial purchasers to purchase additional debentures has not been exercised.

                                  OUR COMPANY

OVERVIEW

We are the second largest natural foods supermarket chain in North America. As
of May 15, 2004, we operated 101 natural foods stores in 24 states and British
Columbia, Canada under several names, including:

      o  Wild Oats Natural Marketplace (nationwide)

      o  Henry's Marketplace (San Diego and Orange County, California)

      o  Sun Harvest Farms (Texas)

      o  Capers Community Market (British Columbia, Canada)

We are dedicated to providing a broad selection of high-quality natural,
organic and gourmet foods, environmentally friendly household products and an
extensive selection of natural vitamins, supplements, herbal and homeopathic
remedies and body care products at competitive prices, in an inviting and
educational store environment that emphasizes customer service. Wild Oats
provides its customers with a one-stop, full-service shopping alternative to
both conventional supermarkets and traditional health food stores, with an
emphasis on great tasting fresh foods, product education and information on
wellness issues. Our comprehensive selection of natural and organic products
appeals to health-conscious shoppers while offering virtually every product
category found in a conventional supermarket. We believe that our market
positioning, coupled with industry data that states that the natural products
industry currently comprises less than 5% of the total grocery industry, offers
significant potential for us to continue to expand our customer base.

Moreover, retail sales of natural products have substantially grown over the
past decade, while sales growth in the traditional grocery industry has
remained relatively flat over the same period. We believe that this growth
reflects a broadening of the natural products consumer base, which is being
propelled by several factors, including healthier eating patterns, increasing
concern regarding food purity and safety, and greater environmental awareness.
Despite the increase in natural foods sales within conventional supermarkets,
we believe that conventional supermarkets still lack the total shopping
experience that our stores offer.

We were incorporated in Colorado in 1987, reincorporated in Delaware in 1993
and completed our initial public offering on October 22, 1996. Our sales grew
from $919.1 million in fiscal 2002 to a record $969.2 million in fiscal 2003,
an overall sales growth of 5.4%. Our improvements in sales resulted from the
opening of eight new stores, for a net store base increase of three stores,
nationwide increases in comparable store sales resulting from a number of
successful operational, merchandising and marketing initiatives and the
positive impact on us of an extensive strike at conventional grocery retailers
in southern California beginning in October 2003.

Fiscal 2003 was a year in which many of the initiatives we commenced in 2001
and 2002 were refined and fully implemented. These initiatives included:

      o  Consolidation of brand names through the renaming of our Natures(2)
         stores in the northwest to Wild Oats Natural Marketplace;

      o  Completion of our stock-keeping unit (SKU) rationalization program,
         and implementation of a centralized authorized product list;

      o  Refinement of our brand identity as a leader in the natural and
         organic products industry and as a resource for information and
         education for our customers;

      o  Redesign and relaunch of our new lines of private label products; and

      o  Refinement of our prototype floor plans for both our natural foods
         supermarket and farmers market formats, and the construction of eight
         new stores using those prototypes.

Wild Oats is in the forefront in addressing national concerns regarding the
safety of our food chain and health and wellness issues raised by our daily
lifestyles. Food safety concerns arising from the discovery of the first U.S.
case of Bovine Spongiform Encephalopathy (BSE), commonly known as "Mad Cow"
disease, and published reports of PCBs in farmed salmon, as well as continued
concerns about the use of antibiotics and growth hormones in livestock and
pesticide residues on fruits and vegetables, focused consumer awareness on
natural and organic foods as a safer alternative to conventional products. In
response, Wild Oats promoted its "worry-free beef"--100% vegetarian fed, to
reduce the risk of BSE and, like all of our meats, raised without added
hormones or antibiotics. We also introduced an exclusive line of PCB-free Irish
salmon and continued to offer our customers a large selection of organic fresh
and frozen fruits and vegetables with no pesticide residues. In addition,
increased public awareness of obesity and Type II diabetes and other diseases
linked to obesity and nutrition raised the consumer's awareness of wellness. In
response, Wild Oats removed products containing hydrogenated or "trans fats"
from its shelves. The growing popularity of various diets, such as low
carbohydrate diets, and consumer demand for specialty products to address
dietary restrictions arising from medical conditions, such as gluten-free
products, increased consumer interest in the nutritional content of food, and
Wild Oats responded by creating new signage and shopping guides to identify
lower carbohydrate and gluten-free products.

OPERATING STRATEGY

Our objective is to become the grocery store of choice both for natural foods
shoppers and quality-conscious consumers in each of our markets by emphasizing
the following key elements of our operating strategy:

Create destination format. Our stores are one-stop, full-service supermarkets
for customers seeking high-quality natural and gourmet foods and related
products. Our prototype stores range from 26,000 to 32,000 square feet and
offer a wide range of SKUs of natural foods products in virtually every product
category found in a conventional supermarket. Our stores carry a much broader
selection of natural and gourmet foods and related products than those offered
by typical independent natural foods stores or conventional supermarkets.

Provide highest standards in the industry. We seek to offer the highest quality
products throughout our merchandise categories, and emphasize unique products
and brands not typically found in conventional supermarkets. We believe our
product standards are the highest in the industry. We routinely conduct quality
assurance checks of certain of our manufacturers' facilities to verify
compliance with our standards.

Provide educational and entertaining store environment with knowledgeable
staff. Each store strives to create a fun, friendly and educational environment
that makes grocery shopping enjoyable, encouraging shoppers to spend more time
in the store and to purchase new products. In order to enhance our customers'
understanding of natural foods and how to prepare them, we train our store
staff to educate customers as to the benefits and quality of our products and
prominently feature educational brochures, newsletters and in-store
demonstrations and product samplings, as well as an in-store consumer
information department. We believe our knowledgeable store staff and high ratio
of store staff to customers results in significantly higher levels of customer
service.

Seek extensive community involvement and cultivate local appeal. We seek to
engender customer loyalty by demonstrating our high degree of commitment to the
local communities in which we operate through involvement in local charities
and the hosting of community events. Each of our stores tailors its product mix
to meet the preference of its local market and where cost of goods and
distribution logistics allow, they source produce from local organic growers.
We also operate regional commissary kitchens and bakeries that provide our
stores with fresh bakery items and a unique assortment of prepared foods for
the quality- and health-conscious consumer.

Offer multiple store formats. We have two store formats: natural foods
supermarkets, which emphasize natural and organic products and high-quality
service; and farmers market stores, which emphasize fresh produce, natural
living products and price value. While each format has the same core
demographic customer profile, differing demographic appeals of each of the
formats allows us to operate successfully in a diverse set of markets, enabling
us to reach a broader customer base, increase our market penetration and have
greater flexibility with real estate selection.

Maintain competitive pricing. We seek to offer products at prices that are
competitive with those of other natural foods stores and conventional markets.
We believe these pricing programs broaden our consumer appeal and encourage our
customers to fulfill more of their shopping needs at our stores. In addition,
in both our Wild Oats and Henry's Marketplace stores we are continuing to
emphasize a private label program, seeking to achieve growth and customer
interest through our reputation and brand loyalty.

GROWTH STRATEGY

Due primarily to improved store execution and increased store sales as a result
of the conventional grocery store strike in southern California, comparable
store sales (we deem sales of a store comparable commencing in the 13th full
month of operations) increased 2.4% in fiscal 2003, as compared to a 5.2%
increase in fiscal 2002. Comparable store sales increased 8.5% in the first
quarter of fiscal 2004 as compared to the same period in fiscal 2003 due
largely to increased sales resulting from the continued strike against
conventional grocery retailers in California in the first two months of fiscal
2004, as well as nationwide improvements in store execution.

Our growth strategy is to increase total year-over-year sales and income
through:

      o  Opening new stores;

      o  Improving guest service and store execution;

      o  Increasing consumer awareness of Wild Oats as a brand and a
         destination; and

      o  Introducing new products, including private label lines.

We intend to continue our expansion strategy primarily by adding stores in
existing markets as well as by expanding into new regions that we believe are
currently underserved by natural foods retailers. While we believe that most of
our store expansion will result from new store openings, we may continue to
evaluate acquisition opportunities in both existing and new markets. Much of
that growth is likely to be in California and the Southwestern United States as
we expand our farmers market concept and launch Henry's Marketplace outside of
southern California and into Arizona, and in order to benefit from our new
state-of-the-art perishables distribution facility in Riverside, California.

As of May 15, 2004, we had leases and letters of intent signed for 30 new
stores to be opened or relocated in the remainder of fiscal 2004, fiscal 2005
and fiscal 2006. The proposed sites are in Arizona, California, Colorado,
Florida, Indiana, Nebraska, Ohio, Oregon, Utah, Washington and Vancouver,
British Columbia. These include locations for our Wild Oats Natural
Marketplace, Capers Community Market and Henry's Marketplace stores.

Our new prototype design for our Wild Oats natural foods supermarket format
stores was unveiled in our new store in Long Beach, California in April 2002
and features an expanded produce department, a relocated natural living
department with lower shelving, softer flooring and reading areas to encourage
customers to take advantage of the health and nutrition literature available;
liquid and dry bulk goods in the same merchandising area, an expanded deli area
redesigned to focus the staff's attention on the customer, even when working on
food preparation, and a warm and inviting new decor. In fiscal 2003, all six of
our new Wild Oats stores were built according to this prototype, and we also
opened the first two of our new farmers market prototype stores in Costa Mesa
and Chino Hills, California. Our new farmers market prototype features more
square footage and expanded deli, meat/seafood and bakery departments. On
average, stores built according to our new prototypes performed better upon
opening than prior store models. Our newest store, in Superior, Colorado, was
built using an evolution of our natural foods supermarket prototype. It
features a lower profile, center-of-store grocery department with a discovery
kiosk for demonstrations, product sampling, recipes and information and
expanded cheese/charcuterie and produce sections. We have added a sit-down
sushi bar to our prepared food offerings. This store also introduces our fully
redesigned "Holistic Health" vitamin, mineral, supplement and body care
department, featuring new fixture designs, better navigational signage, an
information kiosk with computer workstations for consumer research into health
and wellness issues and a continuous video loop previewing fitness videos sold
in our stores.

As has been our practice in the past, we will continue to evaluate the
profitability, strategic positioning, impact of potential competition, and
sales growth potential of all of our stores on an ongoing basis. We may, from
time to time, make decisions regarding closures, disposals, relocations or
remodels in accordance with such evaluations.

RECENT DEVELOPMENTS

Amended credit agreement

As of May 21, 2004, an amendment to our existing credit facility became
effective. The amended agreement expressly authorizes the borrowing to be made
by the issuance of the debentures and, in addition, gives us greater
flexibility to pursue the growth strategy that we have outlined for the future.
Bank of America, N.A. and Wells Fargo Bank, National Association, affiliates of
which are initial purchasers of the debentures, are lenders under the credit
facility.

In particular, the credit facility, as amended,

      o  Permits us to sign an increased number of leases, and to open an
         increased number of stores, each on an annual basis;

      o  Increases the annual limit on our capital expenditures;

      o  Increases the value of acquisitions and divestitures that we may make
         on an annual basis without seeking consent from the bank lending
         group;

      o  Permits us, within specified limits, to repurchase our capital stock
         and the debentures; and

      o  Adjusts the adjusted leverage ratio that we are required not to exceed
         by permitting us to incur additional indebtedness (including the
         debentures). The "adjusted leverage ratio" is the ratio of (i) the sum
         of (x) average total funded debt plus (y) 6 times net rent for the
         immediately preceding four quarters to (ii) EBITDAR for such period.

The amended credit facility also makes changes to certain definitions and makes
certain other conforming changes.

The amendment also approves the scope of potential changes to the Employment
Agreement of Perry D. Odak, our Chief Executive Officer, which changes have
been the subject of ongoing discussions. The Board of Directors has been
reviewing certain proposed changes to the supplemental bonus program under Mr.
Odak's Employment Agreement, including a modification of the triggers for such
bonuses. No specific terms have yet been agreed to, and any changes that are
ultimately made would be subject to the approval of the Board of Directors and
Mr. Odak.

Current operating trends

As previously disclosed, Wild Oats has experienced adverse impacts on gross
profit margins due primarily to accelerated depreciation related to projected
store and warehouse closures, start-up costs for our Riverside, California
distribution facility, lower margins associated with the opening of new stores,
and disruptions in private label product supply resulting from our transition
to a new primary distributor. These factors have continued to impact the second
quarter of fiscal 2004. In addition, promotional activity to combat price
competition from Southern California conventional grocery stores following the
settlement, toward the end of the first quarter, of the strikes against those
stores, has impacted gross margins. Operating results have been negatively
impacted by the pressure on gross margins. Wild Oats expects gross margins to
gradually increase throughout the year and to return to 30% by the end of the
fourth quarter of 2004, inclusive of pressure on gross margins related to the
ramp up of new stores.