U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q





[X]   Quarterly  Report  Pursuant  to  Section  13 or  15(d)  of the  Securities
      Exchange Act of 1934 for the quarterly period ended June 30, 1997


[ ]      Transition Report under Section 13 or 15(d) of the Securities Exchange
      Act of 1934 for the transition period from          to          .



                           Commission file No. 0-18476



                                  AMRION, INC.
             (Exact name of Registrant as specified in its charter)


                     Colorado                           84-1050628
         (State or other jurisdiction               (IRS Employer ID No.)
          of incorporation or organization)



         6565 Odell Place, Boulder, CO                     80301
     (Address of principal executive offices)           (Zip Code)


                                  303-530-2525
                               (Telephone Number)



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


Common stock, par value $.0011 per share:  5,255,514  shares  outstanding as of
June 30, 1997.

                                       1
<PAGE>

                                PART 1. FINANCIAL
                    ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS

                                       2
<PAGE>


                           AMRION, INC. AND SUBSIDIARY

                           CONSOLIDATED BALANCE SHEETS

                    AS OF JUNE 30, 1997 AND DECEMBER 31, 1996



                                                  June 30,        December 31,
                                                    1997              1996
                                                 (Unaudited)        (Audited)

                             Assets


Current:

  Cash and cash equivalents                    $   345,864        $ 2,277,469
  Accounts receivable, less allowance
   of $19,000 and $28,000
   for possible losses                           1,367,379          1,991,772
  Inventories                                   14,359,264          7,727,315
  Mail supplies                                  1,279,387            893,268
  Deferred promotional mailing costs, net        1,582,740          1,375,625
  Other                                            885,820            811,997
                                               -----------        -----------

Total current assets                            19,820,454         15,077,446
                                               -----------        -----------


Property and equipment, net                      8,047,248          5,272,940
                                               -----------        -----------


Other assets:

 Marketable securities available for sale        2,548,630          6,895,214
 Mailing lists, net                              2,893,792          2,876,748
 Intangible assets, net                             92,486             92,917
                                               -----------        -----------

Total other assets                               5,534,908          9,864,879
                                               -----------        -----------

Total assets                                   $33,402,610        $30,215,265
                                               ===========        ===========




         See accompanying notes to the consolidated financial statements
                                      
                                        3
<PAGE>



                           AMRION, INC. AND SUBSIDIARY

                           CONSOLIDATED BALANCE SHEETS

                    AS OF JUNE 30, 1997 AND DECEMBER 31, 1996



                                                  June 30,         December 31,
                                                    1997               1996
                                                (Unaudited)          (Audited)


         Liabilities and Stockholders' Equity


Current:

 Accounts payable                               $ 3,946,417        $ 3,093,739
 Accrued liabilities                              1,905,259          1,223,758
 Income taxes payable                               666,493                  -
                                                 ----------         ----------

Total current liabilities                         6,518,169          4,317,497

Deferred income taxes                               280,179            280,000
                                                 ----------         ----------

Total liabilities                                 6,798,348          4,597,497
                                                 ----------         ----------


Minority interest                                     6,933             41,973


Stockholders' equity:

 Common stock, $.0011 par value - shares
  authorized, 10,000,000; issued 5,255,514
  and 5,326,814                                       5,781              5,860
 Additional paid-in capital                      11,245,105         13,176,747
 Retained earnings                               15,575,857         12,610,602
 Marketable securities valuation
  allowance                                        (229,414)          (217,414)
                                                 ----------         ----------

Total stockholders' equity                       26,597,329         25,575,795
                                                 ----------         ----------

                                                $33,402,610        $30,215,265
                                                ===========        ===========




         See accompanying notes to the consolidated financial statements

                                       4
<PAGE>


                           AMRION, INC. AND SUBSIDIARY

                        CONSOLIDATED STATEMENTS OF INCOME
        FOR THE SIX AND THREE-MONTH PERIODS ENDED JUNE 30, 1997 AND 1996

<TABLE>

                                Six months                      Three months
                                  ended                             ended
                                 June 30,                          June 30,

                           1997            1996              1997          1996
                        (Unaudited)     (Unaudited)      (Unaudited)    (Unaudited)
<CAPTION>
<S>                    <C>              <C>              <C>           <C>

Net sales              $35,232,650      $25,253,287      $16,875,906   $11,871,331
                       -----------      -----------      -----------   -----------

Cost of sales:
 Cost of products       14,264,439       10,797,795        6,581,751     4,858,266
 Cost of mailing         6,322,610        4,776,405        2,881,177     1,893,097
                       -----------      -----------      -----------   -----------

 Cost of sales          20,587,049       15,574,200        9,462,928     6,751,363
                       -----------      -----------      -----------   -----------

 Gross profit           14,645,601        9,679,087        7,412,978     5,119,968

Operating expenses -
 Selling, general and
 administration         10,361,856        7,117,079        5,491,440     3,732,661
                       -----------      -----------      -----------   -----------

Income from operations   4,283,745        2,562,008        1,921,538     1,387,307
                       -----------      -----------      -----------   -----------

Other income, net          230,111          326,496          138,446       167,358
                       -----------      -----------      -----------   -----------

Income before taxes
 on income               4,513,856        2,888,504        2,059,984     1,554,665

Taxes on income          1,548,600          790,801          728,600       380,052
                       -----------      -----------      -----------   -----------

Net income              $2,965,256       $2,097,703       $1,331,384   $ 1,174,613
                       ===========      ===========      ===========   ===========


Net income per common
 and equivalent share  $       .55      $       .40      $       .25   $       .22
                       ===========      ===========      ===========   ===========


Weighted average number
 of common shares and
 equivalents
 outstanding             5,358,791        5,204,476        5,328,413     5,257,962
                       ===========      ===========      ===========   ===========

</TABLE>


         See accompanying notes to the consolidated financial statements
         
                                        5
<PAGE>

                           AMRION, INC. AND SUBSIDIARY

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
        FOR THE SIX AND THREE-MONTH PERIODS ENDED JUNE 30, 1997 AND 1996


<TABLE>
                                                       Six Months                Three Months
                                                         ended                      ended
                                                        June 30,                   June 30,
                                                     1997        1996          1997         1996
                                                 (Unaudited)  (Unaudited)   (Unaudited)  (Unaudited)

<CAPTION>
<S>                                             <C>           <C>          <C>          <C>
Cash flows from operating activities:
 Net income                                     $2,965,256    $2,097,703   $1,331,384   $1,174,613
 Adjustments to reconcile net income to net
  cash used in operating activities:
   Depreciation and amortization                   974,654       682,650      508,875      382,857

   Changes in operating assets and liabilities:
     Accounts receivable                           624,393      (191,029)     790,760     (119,565)
     Inventories                                (6,631,949)   (3,205,235)  (3,194,917)    (282,795)
     Mailing supplies                             (386,119)      303,583     (102,603)     136,241
     Deferred promotional mailing costs           (207,115)       69,817     (217,712)    (386,997)
     Other assets                                  (73,823)       75,750       47,022      106,889
     Accounts payable                              852,678    (1,003,480)  (1,435,879)  (2,367,655)
     Accrued liabilities                           681,680       287,123      197,855      269,733
     Income taxes payable                          666,493        39,940     (143,507)    (197,917)
                                                -----------   -----------  -----------  -----------

Cash used in operating activities                 (533,852)     (843,178)  (2,218,722)  (1,284,596)
                                                -----------   -----------  -----------  -----------

Cash flows from investing activities:
 Sales of marketable securities
  available for sale                             4,334,584       479,815    3,761,950      288,502
 Purchase of property and equipment             (3,278,359)     (732,192)  (1,332,980)    (514,603)
 Purchase of mailing lists and intangible
  assets                                          (522,257)     (669,305)    (319,938)    (327,329)
                                                -----------   -----------  -----------  -----------

Cash provided by (used in)
 investing activities                              533,968      (921,682)   2,109,032     (553,430)
                                                -----------   -----------  -----------  -----------

Cash flows from financing activities:
 Proceeds from issuance of common
  stock - net                                      255,675     1,061,139       36,079    1,008,114
 Purchase of company stock                      (2,187,396)         -            -           -
                                                -----------   -----------  -----------  -----------

Cash provided by (used in)
 financing activities                           (1,931,721)    1,061,139       36,079    1,008,114
                                                -----------   -----------  -----------  ----------

Net decrease in cash and cash equivalents       (1,931,605)     (703,721)     (73,611)    (829,912)

Cash and cash equivalents,
 at beginning of period                          2,277,469       831,544      419,475      957,735
                                                -----------   -----------  -----------  ----------

Cash and cash equivalents,
 at end of period                               $  345,864    $  127,823   $  345,864   $  127,823
                                                ===========   ===========  ===========  ==========
</TABLE>

         See accompanying notes to the consolidated financial statements

                                       6
<PAGE>

                           AMRION, INC. AND SUBSIDIARY
                         Summary of Accounting Policies


Organization and Business

The  unaudited  consolidated  financial  statements  and related notes have been
prepared  pursuant to the rules and  regulations  of the Securities and Exchange
Commission.  Accordingly,  certain information and footnote disclosures normally
included in financial  statements prepared in accordance with generally accepted
accounting  principles have been omitted pursuant to such rules and regulations.
The  accompanying  financial  statements  and  related  notes  should be read in
conjunction  with the audited  financial  statements  of the Company,  and notes
thereto, for the year ended December 31, 1996.

The unaudited  consolidated financial statements include the accounts of Amrion,
Inc. ("Amrion") and those of its 94%-owned subsidiary, Natrix International, LLC
("Natrix"),   a  Colorado  Limited  Liability   Corporation   (collectively  the
"Company").  Amrion markets nutritional  supplements  principally throughout the
United States, with the balance to customers in the Far East, Europe and Mexico,
using a combination of direct mail, telemarketing and print advertising.  Natrix
is engaged in the marketing and distribution of proprietary  herbal based health
maintenance  products to food and drug chains and discount  mass  merchandisers.
The  Company's  primary  products are Coenzyme  Q10,  Bilberry and Gingko Biloba
which  comprised  39% of the  Company's net sales for the quarter ended June 30,
1997.

The financial  statements  reflect all adjustments  which are, in the opinion of
management,  necessary  for a fair  statement  of the  results  for the  periods
presented.  All significant  intercompany  accounts and  transactions  have been
eliminated in consolidation.

Principles of Consolidation

All significant  intercompany  accounts and transactions have been eliminated in
consolidation.

Concentrations of Credit Risk

The Company's  financial  instruments  exposed to  concentrations of credit risk
consist  primarily  of accounts  receivable,  cash  equivalents  and  marketable
securities.

Concentrations  of credit  risk with  respect to such  accounts  receivable  are
limited due to the large number of customers, generally short payment terms, and
customer dispersion across geographic areas.

The Company's cash  equivalents  are high quality money market  accounts  placed
with major financial  institutions.  Marketable  securities consist primarily of
preferred stock and AAA rated tax-exempt  municipal bonds. The investment policy
limits the Company's exposure to concentrations of credit risk.

                                       7
<PAGE>

Inventories

Inventories are valued at the lower of cost or market.  Cost is determined using
the standard cost method, which approximates the weighted average cost method.

Property and Equipment

Property and equipment are stated at cost.  Depreciation  is computed  using the
straight-line  method based on the  estimated  useful  lives of related  assets,
generally  3 to 31.5  years.  Maintenance  and  repair  costs  are  expensed  as
incurred.

Marketable Securities

The Company  accounts for marketable  securities in accordance with Statement of
Financial  Accounting  Standards  No.  115  ("SFAS"),  "Accounting  for  Certain
Investments  in Debt and  Equity  Securities."  All  marketable  equity and debt
securities  have been  categorized as available for sale as the Company does not
have  the  positive  intent  to hold to  maturity  or does not  intend  to trade
actively.  These  securities are stated at fair value with unrealized  gains and
losses included as a component of stockholders' equity until realized.

Advertising

The Company  expenses the  production  costs of  advertising  the first time the
advertising  takes  place,  except for  direct  response  advertising,  which is
capitalized and amortized over its expected period of future benefits.

Direct  response  advertising  consists  primarily  of direct mail  advertising,
including deferred  promotional  mailing costs, of the Company's  products.  The
capitalized  costs  of  mailed  promotional  materials  are  amortized  over the
expected promotional benefit period of three months.

Income Taxes

The  Company  accounts  for  income  taxes  in  accordance  with  SFAS  N.  109,
"Accounting for Income Taxes" which requires the use of the "liability  method."
Accordingly,  deferred tax  liabilities  and assets are determined  based on the
temporary  differences between the financial  statements and tax bases of assets
and  liabilities,  using  enacted  tax rates in effect for the year in which the
differences are expected to reverse.

Intangible Assets

Purchased  mailing  lists,  trademarks  and  copyrights  are  amortized  by  the
straight-line method over their estimated useful lives, which range from five to
ten years.  On an ongoing  basis,  the Company  reviews the  recoverability  and
amortization periods of intangible assets,  taking into consideration any events
or  circumstances  which could impair the assets'  carrying  value,  and records
adjustments when necessary.

                                       8
<PAGE>

Income Per Common and Common Share Equivalent

Income per common and common share  equivalent is based on the weighted  average
number  of common  shares  outstanding  during  each of the  periods  presented.
Options  to  purchase  stock are  included  as  common  stock  equivalents  when
dilutive.

Cash Equivalents

The Company considers cash and all highly liquid  investments  purchased with an
original maturity of three months or less to be cash equivalents.

Use of Estimates

The preparation of financial  statements in conformity  with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect  the  reported  amounts  of assets  and  liabilities  and  disclosure  of
contingent  assets and  liabilities  at the date of the  consolidated  financial
statements  and the  reported  amounts  of  revenues  and  expenses  during  the
reporting period. Actual results could differ from the estimates.

Revenue Recognition

Revenue is recognized upon shipments of goods to the customer.

Stock Option Plans

The Company applies APB Opinion 25,  "Accounting for Stock Issued to Employees,"
and related  Interpretations in accounting for all stock option plans. Under APB
Opinion 25, no compensation cost has been recognized for stock options issued to
employees as the exercise price of the Company's stock options granted equals or
exceeds  the  market  price of the  underlying  common  stock on the date of the
grant.

SFAS No. 123, "Accounting for Stock-Based Compensation," requires the Company to
provide pro forma  information  regarding net income as if compensation cost for
the Company's stock option plans had been determined in accordance with the fair
value based method prescribed in SFAS No. 123.

Reclassifications

Certain  items  included  in  prior  years'   financial   statements  have  been
reclassified to conform to current year presentation.

New Accounting Pronouncements

On March 3, 1997,  the  Financial  Accounting  Standards  Board  (FASB)  issued
Statement of Financial  Accounting  Standards No. 128 "Earnings Per Share" (SFAS
No. 128). This pronouncement provides a different method of calculating earnings
per share than is currently  used in accordance  with  Accounting  Board Opinion
(APB) No. 15,  "Earnings  Per Share." SFAS 128 provides for the  calculation  of
"Basic" and "Diluted"  earnings per share.  Basic earnings per share includes no
dilution and is computed by dividing income available to common  shareholders by
the weighted average number of common shares outstanding for the period. Diluted
earnings per share  reflects the  potential  dilution of  securities  that could
share in the earnings of an entity, similar to fully diluted earnings per share.
The  Company  will  adopt  SFAS No.  128 in 1997 and its  implementation  is not
expected to have a material effect on the consolidated financial statements.

                                       9
<PAGE>


PART I   FINANCIAL

Item 2.           Management's Discussion and Analysis of Financial Condition
                  and Results of Operations for the Period from January 1, 1997,
                  to June 30, 1997.

The following  review  concerns the three and  six-month  periods ended June 30,
1997, and June 30, 1996,  which should be read in conjunction with the financial
statements and notes thereto presented in this Form 10-Q.

The information set forth in "Management's  Discussion and Analysis of Financial
Condition and Results of Operations" below includes "forward looking statements"
within the meaning of Section 27A of the  Securities  Act, and is subject to the
safe harbor created by that section.  Factors that could cause actual results to
differ materially from those contained in the forward looking statements are set
forth in  "Management's  Discussion  and  Analysis of  Financial  Condition  and
Results of Operations."



Results of Operations

  For the three and six-month periods ended June 30, 1997 and June 30, 1996.

Net sales for the three months ended June 30, 1997 were $16,876,000, an increase
of $5,005,000  (42%) over the same period in 1996.  Net sales for the six months
ended June 30, 1997 were  $35,233,000,  an increase of $9,980,000 (40%) over the
same period in 1996.  The continued  growth in net sales for the quarter and six
months  ended June 30, 1997,  was a direct  result of the  Company's  ability to
expand sales through  larger and more frequent  customer  acquisition  mailings,
advertisements  in magazines and  newspapers,  and through the nationwide  trend
towards  preventative health care as a viable alternative to traditional medical
treatment.  Additionally, a portion of the increase in net sales is attributable
to  continued  growth in  international  and mass market  (Natrix)  distribution
channels and improvements in customer  segmentation  mailing programs within the
existing customer base.

The Company intends to continue to implement new customer  acquisition  programs
through mailings,  telemarketing,  print  advertisements and expanded retail and
mass market distribution  programs. The Company plans to add 50 new products and
approximately  76,000 new customers through these scheduled  marketing  programs
during  the  remainder  of  1997.   However,   difficulties  or  delays  in  the
development,  production, testing and marketing of products, including a failure
to ship new  products  when  anticipated,  failure of  customers to accept these
products,  and a failure of manufacturing  economies to develop when planned may
reduce the number of new products introduced or new customers acquired.

Cost of products  increased  to  $6,582,000  and  $14,264,000  for the three and
six-month  periods ended June 30, 1997,  compared to $4,858,000 and $10,798,000,
respectively,  for the same periods in 1996. As a percentage of net sales,  cost
of products  over the three and  six-month  periods  decreased 2% from the prior
year, due to continued  reductions in product costs from in-house  manufacturing
and lower products prices through volume  discounts and expanded direct sourcing
of raw materials.

                                       10
<PAGE>

Cost of  mailings  increased  to  $2,881,000  and  $6,323,000  for the three and
six-month  periods ended June 30, 1997,  compared to $1,893,000 and  $4,776,000,
respectively,  for the same periods in 1996. As a percentage of net sales,  cost
of mailings  decreased to 18% for the six-month period ended June 30, 1997, from
19% for the same six-month  period one year ago. The decrease as a percentage of
net  sales was due to the  Company's  increased  use of  targeted  customer  and
acquisition mailings.  Additionally,  the Company has continued to implement new
design  guidelines  for the Company's  marketing  materials  that have led to an
overall  decrease  in  mailing  costs.   However,   until  alternative  customer
acquisition  strategies  continue  to prove  successful,  cost of  mailings as a
percentage of sales may be higher due to the lack of experience  regarding these
strategies and the continued  reliance of the Company's  direct mail efforts for
customer acquisition.

During the three months ended June 30, 1997, selling, general and administrative
expenses  ("SG&A")  increased by $1,758,000  (47%) to  $5,491,000  from the same
period in the prior year.  SG&A for the six months ended June 30, 1997 increased
by $3,245,000  (46%) to  $10,362,000,  compared to $7,117,000 for the six months
ended June 30,  1996.  This  significant  increase of SG&A was due to  increased
market  development  costs of $454,000 by Natrix  International,  the  Company's
majority-owned  subsidiary.  Further  increases were due to the Company's  sales
growth, which necessitated  additional staffing and general administrative costs
of approximately  $1,010,000 and substantial  increases in product marketing and
development  expenses of approximately  $1,781,000 for the six months ended June
30, 1997. SG&A as a percentage of net sales increased by 1% over the same period
in 1996 to 29% for the six months ended June 30, 1997.


Liquidity and Capital Resources

The Company used $534,000 and $843,000 in cash from operating  activities during
the six months ended June 30, 1997 and 1996, respectively.  The use of cash from
operating  activities  during the six months  ended June 30, 1997 was due to the
increase in product  inventories,  mailing  supplies  and  deferred  promotional
mailing  costs  by  $6,632,000,   $386,000  and  $207,000,   respectively.   The
significant  increase in these inventories was necessary to allow the Company to
respond to anticipated future demand for its products and continued sales growth
during the  balance of 1997.  These cash  outflows  were offset by net income of
$2,965,000,  depreciation  and  amortization  of  $975,000  and an  increase  of
$1,534,000 in accounts payable and accrued liabilities from December 31, 1996.

Cash flows  provided by investing  activities  totaled  $534,000  during the six
months ended June 30, 1997. The Company  generated cash of $4,335,000 from sales
of  marketable  securities  and used  cash of  $3,278,000  for the  purchase  of
machinery and  equipment to  significantly  expand the  Company's  manufacturing
capacity and for the purchase of  additional  computer  equipment  and software.
Additionally,  the Company  used  $522,000 to purchase  mailing  lists and other
intangible  assets.  The  Company  believes  the  cash  invested  in  marketable
securities  combined with its current working capital  position will be adequate
to meet future operating needs.  However,  as significant  expenses are incurred
for  marketing   distribution   development,   facility  expansion  and  product
development, the Company may be required to seek additional funding.

                                       11
<PAGE>


Cash flows  generated by financing  activities  during the six months ended June
30, 1997 totaled $255,000 as a result of the exercise of stock options that were
granted to directors  and  employees  during 1996,  1995,  1994,  1993 and 1992.
Additionally,  during  March 1997 the  Company  used  $2,187,000  to  repurchase
111,800 shares of its stock according to a stock buy-back program  authorized by
the Board of Directors.

The Company accounts for marketable  securities in accordance with Statements of
Financial Accounting Standards No. 115. Accordingly, these securities are stated
at fair value  with  unrealized  gains and losses  included  as a  component  of
stockholders'  equity until realized.  At June 30, 1997, the Company  recorded a
marketable  securities valuation allowance for an unrealized loss of $229,000 as
a component of  stockholders'  equity.  At June 30, 1997, the Company recorded a
valuation  allowance  equal  to the  deferred  tax  effects  of  the  marketable
securities net unrealized loss as management of the Company has not been able to
determine that it is more likely than not that the unrealized  capital loss with
be realized.

The Company has a  $1,000,000  revolving  line of credit  agreement  with a bank
which bears  interest at 1% over the bank's  prime  lending  rate and expires in
July 1998. No amounts were outstanding at December 31, 1996 or June 30, 1997.

                                       12
<PAGE>

PART II OTHER INFORMATION


Item 1.  Legal Proceedings

Claim of Former Investment Banker

On August 5,  1997,  Amrion's  former  investment  banker  commenced  litigation
against  Amrion and Mark S.  Crossen  for breach of  contract  and other  claims
arising  out of  Amrion's  failure  to pay a fee to this  investment  banker  in
connection with the Merger. The litigation,  filed in the District Court for the
City and County of Denver, Colorado, and captioned "The Wallach Company, Inc. v.
Amrion,  Inc. and Mark S. Crossen," seeks unspecified  damages.  Amrion believes
The Wallach  Company's  assertions  are without  merit and intends to vigorously
defend this action.


Item 4.  Submission of Matters to a Vote of Security Holders.

On June 27, 1997, the Company held its 1996 Annual Meeting of Shareholders.  The
following matters,  and the shareholder vote on each matter,  were considered by
the Company's shareholders:

          1. To elect five (5) Directors to serve until the next Annual  Meeting
of  Shareholders  and  until  their  successors  shall  have  been  elected  and
qualified.

                                 FOR             AGAINST          ABSTAIN

      Mark S. Crossen          3,363,492                           4,901
      Jeffrey S. Williams      3,363,492                           4,901
      Theodore W. Brin         3,355,989                           4,901
      David E. Houseman        3,355,989                          12,404
      Leslie G. Taylor         3,355,989                          12,404


          2. To ratify the  appointment  of BDO  Seidman,  LLP as the  Company's
independent public accountants.

                  3,315,174  shares voted for the proposal  
                     42,350  shares voted against the proposal; and  
                     10,869  shares abstained (including broker non-votes).

Item 5.  Other Information

Agreement with Whole Foods Market, Inc.

On June 9, 1997, the Company  entered into an agreement with Whole Foods Market,
Inc. ("Whole Foods") whereby a wholly-owned subsidiary of Whole Foods will merge
into the Company and the Company will become a wholly-owned  subsidiary of Whole
Foods (the "Merger").  Under the terms of the proposed Merger, each share of the
Company's issued and outstanding  common stock will be converted into .87 shares
of Whole Foods common stock.

                                       13
<PAGE>

The  Company  has  called a special  meeting of its  shareholders  to be held on
September  11, 1997,  to consider and approve the proposed  Merger (the "Special
Meeting").  If the  Merger is  approved  by the  Company's  shareholders  at the
Special Meeting, the Merger will be consummated on or about September 11, 1997.

Item 6.  Exhibits and Reports on Form 8-K

          (a) Exhibits

              Exhibit Number:                Description:
                   2                         Agreement and Plan of Merger Among
                                             Whole Foods Market, Inc., Nutrient
                                             Acquisition Corp., and Amrion, Inc.
                                             Dated June 9, 1997
                  27                         Financial Data Schedule

          (b) No reports on Form 8-K were filed during the quarter ending June
              30, 1997.



No other  information  is required to be included in response to Items 1-6 under
Part II of this form 10-Q.

                                       14
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                                   SIGNATURES


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


                                                AMRION, INC.

Date: August 14, 1997
                               by: /s/ Jeffrey S. Williams
                                   Jeffrey S. Williams, Chief Financial Officer
                                        
                                       15
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