Press Release

Whole Foods Market Announces Second Quarter Results

Sales Increase 24% and Diluted EPS Increase 32% to $0.54; Record-High 17.1% Comparable Store Sales Growth; Company Raises 2004 Sales and EPS Guidance

May 4, 2004. Whole Foods Market, Inc. (NASDAQ: WFMI) today reported sales and earnings for the second quarter ended April 11, 2004. Sales for the 12-week quarter increased 24% to $902 million from $725 million in the prior year. This increase was driven by 7% weighted average year-over-year square footage growth and comparable store sales growth of 17.1%. Sales in identical stores (excluding one relocated store and one major store expansion) increased 17.0% for the quarter.

The Company's historical average comparable store sales growth is as follows:

Last Ten Years	Last Five Years	Last Three Years	Last Four Quarters	Last Two Quarters
FY94–FY03	FY99–FY03	FY01–FY03	3Q03–2Q04	FY04 YTD
8.5%	8.8%	9.3%	12.4%	15.8%

The Company has historically produced comparable store sales growth well above the supermarket industry average and has shown accelerating trends over the last ten years as natural and organic products have entered the mainstream consciousness, as the Company's execution has improved and as its brand equity has increased. The Company attributes its record-breaking 17.1% comparable store sales growth in the second quarter to these factors as well as to: (1) a below-average 7.0% comparable store sales increase in the prior year which was due to several factors including severe weather and the negative Easter shift and (2) a positive 70 basis point impact from the strike in Southern California. Excluding the stores positively impacted by the strike, comparable store sales increased 16.4% for the quarter.

Net income for the quarter increased 38% to $35.3 million, or 3.9% of sales, from $25.6 million, or 3.5% of sales, in the prior year. Diluted earnings per share increased 32% to $0.54 from $0.41 in the prior year. Net operating profit after taxes (NOPAT) increased 37% to $37.2 million for the quarter. The Company's capital charge for the quarter was $29.5 million, resulting in Economic Value Added (EVA®) of $7.7 million, an improvement of $5.0 million over the prior year.

"We produced another quarter of outstanding results with strong sales, earnings and EVA improvement," said John Mackey, Whole Foods Market CEO, President, Chairman and Co-founder. "We are seeing great performance from all of our regions; however, we would like to highlight what we are seeing in Southern California post-strike. We estimate that we have retained approximately 30% of the sales we gained and maintained during the strike. As customers were newly introduced or were reintroduced to our stores, a significant percentage of them appeared to find it a more appealing shopping experience. We are very pleased with this level of retention, as we believe it points to the significant growing attraction of our store concept and therefore the customer opportunity that exists in our other markets across the country."

For the twenty-eight week period ended April 11, 2004, sales increased 23% over the prior year to $2.0 billion, with sales in comparable stores increasing 15.8% and sales in identical stores increasing 15.5%. Net income year to date has increased 45% to $74.0 million, or $1.14 per share, from $51.2 million, or $0.83 per share in the prior year. Year to date, EVA has improved to $11.4 million from negative $782,000 in the prior year.

Store returns for the second quarter:

	Average Size	Average Comps	NOPAT ROIC	# of Comp Stores
Stores over eight years old	27,300	15.1%	60%	63
Stores between five and eight years old	30,900	14.3%	49%	25
Stores between two and five years old	36,500	18.6%	25%	39
Stores less than two years old (including relocations)	35,200	28.1%	16%	15
All stores in comparable store base	31,300	17.1%	37%	142
All stores open at the end of the second quarter	30,500		33%	156

In the second quarter, gross profit increased 99 basis points to 35.5% of sales, and direct store expenses increased 49 basis points to 25.4% of sales, resulting in a 50 basis point increase in store contribution to 10.0% of sales. For the 142 stores in the comparable store base, gross profit improved 118 basis points to 35.7% of sales, and direct store expenses increased 31 basis points to 25.2% of sales, resulting in an 87 basis point increase in store contribution to 10.4% of sales. General and administrative (G&A) expenses increased 24% to $28.8 million, or 3.2% of sales, an improvement of two basis points as a percentage of sales.

In the second quarter, the Company opened three new stores in New York, NY; Louisville, KY; and Colorado Springs, CO, ending the quarter with 156 stores totaling approximately 4.8 million square feet. Capital expenditures, excluding acquisitions, in the quarter were $70 million of which $46 million was for new store development. The Company produced cash flow from operations of $113 million during the quarter.

Cash and cash equivalents, including restricted cash, totaled approximately $214 million at the end of the second quarter, and long-term debt, which includes $155 million in Zero Coupon Convertible Debentures, was approximately $177 million. On April 19, 2004, subsequent to the end of the quarter, the Company paid approximately $9 million to shareholders in its second $0.15 quarterly dividend. Moody's Investors Service recently upgraded the Company's credit ratings, and the Company's corporate rating is now Baa3, an investment grade rating.

The Company is pleased to announce the recent signing of seven new store leases in Los Altos, CA; Miami, FL; Atlanta, GA; Chicago, IL; Portland, OR; Columbus, OH; and Fairfax, VA. The following table provides additional information about the Company's store development pipeline.

Stores in development:	5/4/04	5/7/03	% Change
Number	46	27	70%
Average size (gross square feet)	46,400	43,000	8%
As a percentage of existing store average size	152%	139%	-
Total square footage under development	2,174,000	1,197,000	82%
As a percentage of existing square footage	46%	27%	-

Following are certain historical results as a percentage of sales for all stores for the last four fiscal years, the four-year average through fiscal year 2003, and year to date for the current fiscal year. This information is included in order to emphasize the general consistency of the Company's results as a percentage of sales over this period of time. Total sales growth, percent of sales from comparable stores, one-year comparable store sales increases and the sum of two years of comparable store sales increases (two-year comps) are also included.

	2000	2001	2002	2003	4-Year Average	2004 YTD
Gross profit	34.5%	34.8%	34.7%	34.3%	34.5%	34.9%
Direct store expenses	25.0%	25.3%	25.1%	25.2%	25.2%	25.3%
Store contribution	9.4%	9.5%	9.6%	9.2%	9.4%	9.6%
G&A (excl. goodwill amort.)	3.3%	3.6%	3.6%	3.2%	3.4%	3.2%
Sales growth	23.2%	23.6%	18.4%	17.0%	20.5%	22.5%
% of sales from comp stores	86.3%	89.0%	90.1%	91.8%	89.7%	93.8%
Comps	8.6%	9.2%	10.0%	8.6%	9.1%	15.8%
Two-year comps	16.3%	17.8%	19.2%	18.6%	18.0%	24.7%

Goals for Fiscal Year 2004

Due to the Company's strong 23% sales growth in the first half of the year, the Company is raising its expectation for total sales growth for fiscal year 2004 to the range of 18% to 22%. The Company expects weighted average year-over-year square footage growth for the year of 10%, including 41,000 square feet related to the expansion of six existing stores. Square footage growth is expected to be higher in the second half of the fiscal year as the Company opened four new stores in the first half of the year and expects to open nine to ten new stores, including a relocation of an existing store, in the second half of the fiscal year.

The Company does not expect the comparable store sales increases produced in the first half of the year to continue. The Company expects comparable store sales growth for the second half of the year to be in the range of 10% to 12% reflecting a return to more normalized levels as well as the difficult Easter comparison in the third quarter, an expectation that some Southern California customers may return to their historical shopping patterns over time, and increasingly tougher year-over-year comparisons.

The Company expects operating margin improvement in fiscal year 2004 primarily due to an increase in gross profit and a slight improvement in G&A as a percentage of sales. Pre-opening and relocation expense is expected to be in the range of $10 million to $12 million.

Capital expenditures are expected to be at the high end of the $210 million to $240 million range for the year. The Company does not anticipate any borrowings on its $100 million credit line for the year. The Company expects interest expense, net of investment and other income, to be in the range of $2 million to $3 million.

After producing higher-than-expected sales and earnings in the first quarter, the Company raised its fiscal year 2004 diluted earnings per share guidance to $1.93 to $2.02 from $1.88 to $1.96. Based on the higher-than-expected second quarter sales and earnings, the Company is again raising its fiscal year 2004 diluted earnings per share guidance to $2.03 to $2.10.

The Company notes that in the third quarter of the prior year, it recognized a pre-tax gain included in investment and other income of approximately $3 million, or $0.03 in diluted earnings per share, related to the distribution of proceeds from the sale of Blooming Prairie Cooperative, a cooperative natural foods distributor in which the Company was a member.

The Company is not prepared to issue fiscal year 2005 guidance at this time but emphasizes that comparisons will be especially difficult next year against the above-average results the Company has produced so far this year, including 23% sales growth, 15.8% comparable store sales growth and 38% earnings per share growth. As a result, the Company expects below-average increases in sales, comparable store sales and earnings in the first half of fiscal year 2005.

Supplemental Information: The following pie chart depicts net income and certain expense categories, including salaries and benefits, as a percentage of sales for the twelve weeks ended April 11, 2004.

About Whole Foods Market:
Founded in 1980 in Austin, Texas, Whole Foods Market® (www.wholefoodsmarket.com) is the largest natural and organic foods retailer. The Company had sales of $3.1 billion in fiscal year 2003 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.

Whole Foods Market, Inc.
Condensed Consolidated Income Statements (unaudited)
(In thousands, except per share amounts)

	Twelve weeks ended				Twenty-eight weeks ended
	April 11, 2004		April 13, 2003		April 11, 2004		April 13, 2003
Sales	$	902,141	$	725,139	$	2,020,289	$	1,648,899
Cost of goods sold and occupancy costs	582,239		475,190		1,315,242		1,084,380
Gross profit	319,902		249,949		705,047		564,519
Direct store expenses	229,469		180,896		511,365		414,440
Store contribution	90,433		69,053		193,682		150,079
General and administrative expenses	28,783		23,289		64,652		54,465
Pre-opening and relocation costs	2,536		1,951		4,332		5,787
Operating income	59,114		43,813		124,698		89,827
Other income (expense): Interest expense	(1,859)		(2,021)		(4,337)		(4,586)
Investment and other income	1,503		817		2,967		97
Income before income taxes	58,758		42,609		123,328		85,338
Provision for income taxes	23,504		17,043		49,332		34,135
Net income	$	35,254	$	25,566	$	73,996	$	51,203
Basic earnings per share	$	0.58	$	0.44	$	1.22	$	0.88
Weighted average shares outstanding	61,035		58,696		60,620		58,319
Diluted earnings per share	$	0.54	$	0.41	$	1.14	$	0.83
Weighted average shares outstanding, diluted basis	67,579		65,140		67,039		64,910
Dividends per share	$	0.15	$	-	$	0.30	$	-
A reconciliation of the numerators and denominators of the basic and diluted earnings per share calculations follows (in thousands):
	Twelve weeks ended				Twenty-eight weeks ended
	April 11, 2004		April 13, 2003		April 11, 2004		April 13, 2003
Net income (numerator for basic earnings per share)	$	35,254	$	25,566	$	73,996	$	51,203
Interest on 5% zero coupon convertible subordinated   debentures, net of income taxes	1,084		1,031		2,506		2,387
Adjusted net income (numerator for diluted     earnings per share)	$	36,338	$	26,597	$	76,502	$	53,590
Weighted average common shares outstanding   (denominator for basic earnings per share)	61,035		58,696		60,620		58,319
Potential common shares outstanding:     Assumed conversion of 5% zero coupon convertible       subordinated debentures	3,281		3,285		3,282		3,285
Assumed exercise of stock options	3,263		3,159		3,137		3,306
Weighted average common shares outstanding and potential additional common shares outstanding (denominator for diluted earnings per share)	67,579		65,140		67,039		64,910
Basic earnings per share	$	0.58	$	0.44	$	1.22	$	0.88
Diluted earnings per share	$	0.54	$	0.41	$	1.14	$	0.83

Whole Foods Market, Inc.
Condensed Consolidated Balance Sheets
April 11, 2004 (unaudited) and September 28, 2003
(In thousands)

Assets	2004		2003
Current assets:
Cash and cash equivalents	$	196,391	$	165,779
Restricted cash	17,904		-
Trade accounts receivable	61,748		45,947
Merchandise inventories	145,104		123,904
Prepaid expenses and other current assets	33,134		28,054
Total current assets	454,281		363,684
Property and equipment, net of accumulated depreciation and amortization	810,735		718,240
Long-term investments	-		2,206
Goodwill	112,039		80,548
Intangible assets, net of accumulated amortization	25,565		26,569
Other assets	18,731		5,573
Total assets	$	1,421,351	$	1,196,820
Liabilities and Shareholders' Equity
2004			2003
Current liabilities: Current installments of long-term debt and capital lease obligations	$	10,262	$	5,806
Trade accounts payable	91,757		72,715
Accrued payroll, bonus and other benefits due team members	90,572		70,875
Dividends payable	9,260		-
Other accrued expenses	134,020		90,188
Total current liabilities	335,871		239,584
Long-term debt and capital lease obligations, less current installments	167,149		162,909
Other long-term liabilities	19,086		18,151
Total liabilities	522,106		420,644
Shareholders' equity: Common stock, no par value, 150,000 shares authorized, 61,735 and 60,299 shares issued, 61,539 and 60,070 shares outstanding in 2004 and 2003, respectively	490,251		423,297
Accumulated other comprehensive income	2,082		1,624
Retained earnings	406,912		351,255
Total shareholders' equity	899,245		776,176
Commitments and contingencies
Total liabilities and shareholders' equity	$	1,421,351	$	1,196,820

Whole Foods Market, Inc.
Condensed Consolidated Statements of Cash Flows (unaudited) (In thousands)

Twenty-eight weeks ended
April 11, 2004			April 13, 2003
Cash flows from operating activities: Net income	$	73,996	$	51,203
Adjustment to reconcile net income to net cash provided   by operating activities:     Depreciation and amortization	57,732		51,315
Loss on disposal of fixed assets	1,482		266
Rent differential	122		(204)
Change in LIFO reserve	1,750		1,420
Interest accretion on long-term debt	4,069		3,938
Tax benefit related to exercise of employee stock options	18,563		18,238
Impairment loss on long-term investments	479		1,412
Issuance of common stock to 401(k) plan	6		3,119
Cooperative patronage dividends received	-		3,210
Net change in current assets	(38,174)		(25,661)
Net change in current liabilities	77,330		31,868
Net cash provided by operating activities	197,355		140,124
Cash flows from investing activities:   Development costs of new store locations	(80,726)		(46,254)
Other property, plant and equipment expenditures	(58,612)		(46,528)
Acquisition of intangible assets	(49)		(6,372)
Payments for purchase of acquired entities, net of cash acquired	(20,392)		-
Increase in restricted cash	(17,904)
Increase in notes receivable	(13,500)		-
Proceeds from sale of property, plant and equipment	-		2,664
Proceeds from conversion of long-term investments	-		1,000
Proceeds from the sale of long-term investments	1,815		-
Net cash used in investing activities	(189,368)		(95,490)
Cash flows from financing activities:   Payments on long-term debt and capital lease obligations	(97)		(535)
Issuance of common stock	31,801		37,151
Dividends paid	(9,079)		-
Net cash provided by financing activities	22,625		36,616
Cash flows from discontinued operations: Net cash provided by discontinued operations	-		3,705
Net increase in cash and cash equivalents	30,612		84,955
Cash and cash equivalents at beginning of period	165,779		12,646
Cash and cash equivalents at end of period	$	196,391	$	97,601
Supplemental disclosures of cash flow information:   Interest paid	$	1,000	$	1,393
Federal and state income taxes paid	19,675		1,198
Non-cash transactions:   Common stock issued in connection with acquisition	$	16,375	$	-

In addition to reporting financial results in accordance with generally accepted accounting principles, or GAAP, the Company provides information regarding EVA in the press release as additional information about its operating results. This measure is not in accordance with, or an alternative to, GAAP. The Company's management believes that this presentation provides useful information to management, analysts and investors regarding certain additional financial and business trends relating to the Company's results of operations and financial condition. In addition, management uses this measure for reviewing the financial results of the Company and for incentive compensation and capital planning purposes. The following table reflects reconciliations of GAAP information to non-GAAP financial measures:

	Twelve weeks ended				Twenty-eight weeks ended
	April 11, 2004		April 13, 2003		April 11, 2004		April 13, 2003
GAAP Net income	$	35,254	$	25,566	$	73,996	$	51,203
Provision for income taxes	23,504		17,043		49,332		34,135
Interest expense and other	3,252		2,713		6,989		5,708
NOPBT	62,010		45,322		130,317		91,046
Taxes (40%)	(24,804)		(18,128)		(52,127)		(36,418)
NOPAT	37,206		27,194		78,190		54,628
Capital charge	(29,462)		(24,428)		(66,813)		(55,410)
EVA	$	7,744	$	2,766	$	11,377	$	(782)

The following tables reflect the pro forma effects of recognizing compensation cost for stock options, as prescribed by Statement of Financial Accounting Standards ("SFAS" ) No. 123 and SFAS No. 148 utilizing the Black Scholes valuation method, on net income and diluted earnings per share for the twelve weeks ended:

April 11, 2004			% of Sales	April 13, 2003		% of Sales	% Change
Net income	$	35,254	3.91%	$	25,566	3.53%	38%
After-tax pro forma expense	(4,323)		0.48%	(3,428)		0.47%	26%
Pro forma net income	$	30,931	3.43%	$	22,138	3.05%	40%
Dilution	12%		13%
April 11, 2004			April 13, 2003			% Change
Diluted EPS	$	0.54	$		0.41	32%
After-tax pro forma expense	(0.06)		(0.05)			20%
Pro forma diluted EPS	$	0.48	$		0.36	33%
Dilution	11%		12%

— EVA® is a registered trademark of Stern Stewart & Co.

About Whole Foods Market

Founded in 1980 in Austin, Texas, Whole Foods Market® is a Fortune 500 company and the largest natural and organic foods retailer. The Company had sales of $5.6 billion in fiscal year 2006 and currently has 188 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 impact of competition, and other risks detailed from time to time in the Company's SEC reports, including the reports on Form 10-K and 10-K/A Amendment No. 1 for the fiscal year ended September 25, 2005. The Company does not undertake any obligation to update forward-looking statements.