UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



FORM 10-K/A



**(Amendment No. 1)**



(X) ANNUAL REPORT PURSUANT TO SECTION 13 OR SECTION 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 27, 2003

OR

(  ) TRANSITION REPORT PURSUANT TO SECTION 13 OR SECTION 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934



Commission file number 0-21577





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



Delaware
    84-1100630(State or other
    jurisdiction of
    (I.R.S. Employer
    Identification Number)Incorporation or
    organization)




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



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



Securities registered pursuant to Section 12(b) of the Act:   
None



Securities registered pursuant to Section 12(g) of the Act:

Title of Each Class

Common Stock, $.001 par value



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       (
   )



Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best
of Registrants knowledge, in definitive proxy or information statements incorporated
by reference in Part III of this Form 10-K or any amendment to this Form 10-K.
    (   )



Indicate by check mark whether the registrant is an accelerated filer
(as defined in Exchange Act Rule 12b-2):

Yes       ( X )       No        (
   )



The aggregate market value of the voting common stock held by
non-affiliates was $310,522,421, as computed by reference to the price at which the common
stock was sold as reported by NASDAQ National Market, as of the last business day of the
Registrants most recently completed second fiscal quarter, and the total number of
shares of common stock outstanding as of March 1, 2004 held by non-affiliates.



As of March 1, 2004, the total number of shares outstanding of the
Registrants common stock, $.001 par value, was 30,231,749 shares.



DOCUMENTS INCORPORATED BY REFERENCE



Portions of the definitive Proxy Statement for the Registrants
Annual Meeting of Stockholders to be held on May 6, 2004, have been incorporated by
reference into Part III of this report.

---

EXPLANATORY NOTE



The purpose of this amendment is to amend the cover page to (1) correct
the number of shares outstanding as of March 1, 2004; and (2) indicate that the disclosure
of delinquent filers pursuant to Item 405 of Regulation S-K will be contained, to the best
of Registrants knowledge, in the Registrants definitive proxy statement
incorporated by reference in Part III of the Report on Form 10-K. Other than such
corrections, no other changes are made by this amendment and all other information
included in the initial filing is unchanged.



---



PART IV.



Item 15.

EXHIBITS, FINANCIAL STATEMENTS, FINANCIAL STATEMENT

SCHEDULES AND REPORTS ON FORM 8-K



|(a) | Financial Statements and
    Financial Statement Schedule. The following were filed as a part of the Report on Form
    10-K:                            
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                          
|    | (1)                                                                                                                                                      
|    |                                                                                                                                                          
|    |                                                                                                                                                          
|    |                                                                                                                                                          
|    |                                                                                                                                                          
|    |                                                                                                                                                          
|    |                                                                                                                                                          
|    | (2)                                                                                                                                                      
|    |                                                                                                                                                          
|(b) | Reports on Form 8-K. The
    Company filed the following reports on Form 8-K during fiscal 2003:                                                         
|    |                                                                                                                                                          
|    | (1)                                                                                                                                                      
|    | (2)                                                                                                                                                      
|    | (3)                                                                                                                                                      
|    | (4)                                                                                                                                                      
|    | (5)                                                                                                                                                      
|    | (6)                                                                                                                                                      
|    | (7)                                                                                                                                                      
|(c) | Exhibits. The following
    exhibits to this Form 10-K, or this Amendment No. 1 are filed pursuant to the requirements
    of Item 601 of Regulation S-K:
|    | ExhibitNumber                                                                                                                                            
|    | 3(i).1.(a)**                                                                                                                                             
|    | 3(i).1.(b)**                                                                                                                                             
|    | 3(i).1.(c)**                                                                                                                                             
|    | 3(ii).1**                                                                                                                                                
|    | 4.1**                                                                                                                                                    
|    | 4.2**                                                                                                                                                    
|    | 4.3**                                                                                                                                                    
|    | 4.4**                                                                                                                                                    
|    | 10.1**                                                                                                                                                   
|    | 10.2#**                                                                                                                                                  
|    | 10.3#**                                                                                                                                                  
|    | 10.4#**                                                                                                                                                  
|    | 10.5#**                                                                                                                                                  
|    | 10.6#**                                                                                                                                                  
|    | 10.7#**                                                                                                                                                  
|    | 10.8#**                                                                                                                                                  
|    | 10.9#**                                                                                                                                                  
|    | 10.10#**                                                                                                                                                 
|    | 10.11#**                                                                                                                                                 
|    | 10.12#**                                                                                                                                                 
|    | 10.13#**                                                                                                                                                 
|    | 10.14#**                                                                                                                                                 
|    | 10.15#**                                                                                                                                                 
|    | 10.16#**                                                                                                                                                 
|    | 10.17#**                                                                                                                                                 
|    | 10.18#**                                                                                                                                                 
|    | 10.19#**                                                                                                                                                 
|    | 10.20#**                                                                                                                                                 
|    | 10.21#**                                                                                                                                                 
|    | 10.22#**                                                                                                                                                 
|    | 10.23#**                                                                                                                                                 
|    | 10.24#**                                                                                                                                                 
|    | 10.25#**                                                                                                                                                 
|    | 10.26#**                                                                                                                                                 
|    | 10.27#**                                                                                                                                                 
|    | 10.28#**                                                                                                                                                 
|    | 10.29**                                                                                                                                                  
|    | 10.30**                                                                                                                                                  
|    | 10.31**                                                                                                                                                  
|    | 10.32#**                                                                                                                                                 
|    | 10.33#**                                                                                                                                                 
|    | 10.34**                                                                                                                                                  
|    | 10.35**                                                                                                                                                  
|    | 10.36**                                                                                                                                                  
|    | 10.37**                                                                                                                                                  
|    | 10.38**                                                                                                                                                  
|    | 10.39**                                                                                                                                                  
|    | 21.1**                                                                                                                                                   
|    | 23**                                                                                                                                                     
|    | 31.1+                                                                                                                                                    
|    | 31.2+                                                                                                                                                    
|    | 32.1+                                                                                                                                                    
|    | 32.2+                                                                                                                                                    





|#    | Management Compensation Plan.                                                                                                                                                             
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|**   | Previously filed.                                                                                                                                                                         
|+    | Included herewith.                                                                                                                                                                        
|(1)  | Incorporated by reference from the
    Registrants Form 10-K
    for the year ended December 28, 1996 (File No. 0-21577).                                                                
|(2)  | Incorporated by reference from the
    Registrants Amendment
    No. 2 to the Registration Statement on Form S-3 filed with the Commission on November 10,
    1999 (File No. 333-88011).
|(3)  | Incorporated by reference from the
    Registrants Registration
    Statement on Form S-1 (File No. 333-11261) filed on August 30, 1996.                                                 
|(4)  | Incorporated by reference from the
    Registrants Registration
    Statement on Form S-8 (File No. 333-66347) filed on October 30, 1998.                                                
|(5)  | Incorporated by reference from the
    Registrants Form 10-K
    for the year ended December 28, 1996 (File No. 0-21577).                                                                
|(6)  | Incorporated by reference from the
    Registrants Amendment
    No. 2 to the Registration Statement on Form S-3 filed with the Commission on November 10,
    1999 (File No. 333-88011).
|(7)  | Incorporated by reference from the
    Registrants Registration
    Statement on Form S-1 (File No. 333-11261) filed on August 30, 1996.                                                 
|(8)  | Incorporated by reference from the
    Registrants Registration
    Statement on Form S-8 (File No. 333-66347) filed on October 30, 1998.                                                
|(9)  | Incorporated by reference from the
    Registrants Form
    10-Q for the period ended June 29, 2002 (File No. 0-21577).                                                                  
|(10) | Incorporated by reference from the
    Registrants Form 8-K
    filed on May 5, 1998 (File No. 0-21577).                                                                                 
|(11) | Incorporated by reference from the Registrants Form 10-Q for the period
    ended June 28, 2003 (File No. 0-21577).                                                                      
|(12) | Incorporated
    by reference from the Registrants Form 10-K for the year ended December 28, 2002
    (File No. 0-21577).                                                                
|(13) | Incorporated by reference from the
    Registrants Form
    10-K for the year ended December 27, 2003 (File No. 0-21577).                                                                







SIGNATURES



Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.



|                     | Wild Oats Markets, Inc.                      
|-------------------- | ---------------------------------------------
|                     | (Registrant)                                 
|                     |                                              
|Date: March 16, 2004 | By: /s/ Edward F. Dunlap                     
|                     | Edward F. Dunlap                             
|                     | Executive Officer and Chief Financial Officer
|                     | (Principal Financial and Accounting Officer)