8-K

                      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): APRIL 12, 2001


                            WHOLE FOODS MARKET, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

          TEXAS                          0-19797                 74-1989366
(STATE OR OTHER JURISDICTION    (COMMISSION FILE NUMBER)      (IRS EMPLOYMENT
     OF INCORPORATION)                                      IDENTIFICATION NO.)



           601 NORTH LAMAR, #300
               AUSTIN, TEXAS                            78703
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)              (ZIP CODE)



       REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE    512-477-4455


ITEM 4. Changes in Registrant's Certifying Accountant.

On April 12, 2001, management of the Company notified KPMG LLP that their
appointment as independent auditors has been terminated effective April 12,
2001. Ernst & Young LLP has been engaged as independent auditors effective upon
KPMG's termination. The decision to change auditors was recommended by the audit
committee of the Board of Directors and approved by the Board of Directors.

The reports of KPMG LLP on the Company's financial statements for the fiscal
years ended September 24, 2000 and September 26, 1999 did not contain an adverse
opinion or a disclaimer of opinion and were not qualified or modified as to
uncertainty, audit scope, or accounting principles.

In connection with the audits of the Company's financial statements for the
fiscal years ended September 24, 2000 and September 26, 1999, and in the
subsequent interim period through January 14, 2001, there were no disagreements
with KPMG LLP on any matters of accounting principles or practices, financial
statement disclosure, or auditing scope and procedures which, if not resolved to
the satisfaction of KPMG LLP would have caused KPMG LLP to make reference to the
matter in their report.

The Company provided KPMG LLP with a copy of this disclosure and requested KPMG
LLP to furnish us with a letter addressed to the Commission stating whether it
agrees with the above statements. A copy of that letter dated April 18, 2001 is
filed as Exhibit 16.1 to this Form 8-K.

ITEM 7.  Financial Statements And Exhibits.

(c) Exhibits.

Exhibit 16.1  Letter from KPMG LLP to the Securities and Exchange Commission
dated April 18, 2001.


SIGNATURE

     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: April 18, 2001                 By: /s/ Glenda Flanagan
                                        -------------------------
                                          Glenda Flanagan,
                                          Chief Financial Officer

EX-16.1

                                                                    EXHIBIT 16.1

[KPMG Logo]

111 Congress Avenue
Suite 1100
Austin, TX 78701

Securities and Exchange Commission
Washington, D.C. 20549


April 18, 2001


Ladies and Gentlemen:

We were previously principal accountants for Whole Foods Market, Inc. and, under
the date of November 21, 2000, we reported on the consolidated financial
statements of Whole Foods Market, Inc. and subsidiaries as of and for the fiscal
years ended September 24, 2000 and September 26, 1999. On April 12, 2001, our
appointment as principal accountants was terminated. We have read Whole Foods
Market, Inc.'s statements included under Item 4 of its Form 8-K dated April 12,
2001, and we agree with such statements, except that we are not in a position to
agree or disagree with Whole Foods Market, Inc.'s statement that the change was
recommended by the Audit Committee of the Board of Directors and approved by the
Board of Directors.

Very truly yours,

/s/ KPMG LLP
KPMG LLP