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 28, 2002

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
    Incorporation or organization) |  | (I.R.S. Employer 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)



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       (
  )

As of June 28, 2002, the aggregate market value of the voting common
stock held by non-affiliates (as defined by the regulations of the Securities and Exchange
Commission) of the Registrant was $16.10, based upon the closing sale price of such stock
on such date as reported on the NASDAQ National Market.

As of March 3, 2003, the total number of shares outstanding of the
Registrants common stock, $.001 par value, was 29,705,475 shares.



DOCUMENTS INCORPORATED BY REFERENCE

Portions of the definitive Proxy Statement for the Registrants
Annual Meeting of Stockholders to be held on May 5, 2003, have been incorporated by
reference into Part III of this report.



EXPLANATORY NOTE

The purpose of this amendment is to amend and restate Part IV, Item 15
solely to add exhibits, which were excluded from the Registrant's Annual Report on Form
10-K filed with the Securities and Exchange Commission on March 28, 2003. Other than such
addition of exhibits, 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 are filed as a part of this 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 2001:                               
|    | (1)                                                                                                                             
|    | (2)                                                                                                                             
|    | (3)                                                                                                                             
|    |                                                                                                                                 
|(c) | Exhibits. The following
    exhibits to this Form 10-K are filed pursuant to the requirements of Item 601 of
    Regulation S-K:
|    | 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**                                                                                                                         
|    | 21.1**                                                                                                                          
|    | 23**                                                                                                                            
|    | 99.1+                                                                                                                           
|    | 99.2+                                                                                                                           

_________________________________________

|#   | 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 29, 2001 (File No. 0-21577), filed on March 27, 2002.                                       
|(6) | Incorporated by reference from the
    Registrants Form
    10-K for the year ended January 1, 2000 (File No. 0-21577).                                                                  
|(7) | Incorporated by reference from the
    Registrants Form
    10-Q for the period ended March 31, 2001 (File No. 0-21577).                                                                 
|(8) | Incorporated by reference from the
    Registrants Form
    10-Q for the period ended June 30, 2001 (File No. 0-21577).                                                                  

|(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-K for the year ended December 28, 2002 (File No. 0-21577).
|(12) | Incorporated by reference from the
    Registrants Form
    8-K filed on July 1, 2002 (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: April 28, 2003 | By: /s/ Edward F. Dunlap
    Edward F. Dunlap
    Executive Officer and Chief Financial Officer
    (Principal Financial and Accounting Officer)
|                    
|                    
|                    



Certification of CEO Pursuant to

18 U.S.C. Section 1350,

As Adopted Pursuant to

Section 302 of the Sarbanes-Oxley Act of 2002





|   | I, Perry D.
    Odak, Chief Executive Officer of Wild Oats Markets, Inc., certify that:                                                                                                                                                                                                                                                                                                            
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|1. | I have reviewed
    this annual report on Form 10-K/A of Wild Oats Markets, Inc. (the "Registrant");                                                                                                                                                                                                                                                                                               
|  
|2. | Based on my
    knowledge, this annual report does not contain any untrue statement of a material fact or
    omit to state a material fact necessary to make the statements made, in light of the
    circumstances under which such statements were made, not misleading with respect to the
    period covered by this annual report;                                                           
|  
|3. | Based on my
    knowledge, the financial statements, and other financial information included in this
    annual report, fairly present in all material respects the financial condition, results of
    operations and cash flows of the Registrant as of, and for the periods presented in this
    annual report;                                                                               
|  
|4. | The
    Registrants other certifying officers and I are responsible for establishing and
    maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14
    and 15d-14) for the Registrant and have:                                                                                                                                                                 
|  
|   | a)                                                                                                                                                                                                                                                                                                                                                                                                 
|  
|   | b)                                                                                                                                                                                                                                                                                                                                                                                                 
|  
|   | c)                                                                                                                                                                                                                                                                                                                                                                                                 
|  
|5. | The
    Registrants other certifying officers and I have disclosed, based on our most recent
    evaluation, to the Registrants auditors and the audit committee of Registrants
    board of directors (or persons performing the equivalent functions):                                                                                                                                        
|  
|   | a)                                                                                                                                                                                                                                                                                                                                                                                                 
|  
|   | b)                                                                                                                                                                                                                                                                                                                                                                                                 
|  
|6. | The
    Registrants other certifying officers and I have indicated in this annual report
    whether there were significant changes in internal controls or in other factors that could
    significantly affect internal controls subsequent to the date of our most recent
    evaluation, including any corrective actions with regard to significant deficiencies and
    material weaknesses.
|  
|   | Date: April 28,
    2003                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                    
|   | /s/ Perry D.
    Odak                                                                                                                                                                                                                                                                                                                                                                              
|   | Perry D. Odak,
    Chief Executive Officer                                                                                                                                                                                                                                                                                                                                                         







Certification of CFO Pursuant to

18 U.S.C. Section 1350,

As Adopted Pursuant to

Section 302 of the Sarbanes-Oxley Act of 2002





|   | I, Edward
    Dunlap, Chief Financial Officer of Wild Oats Markets, Inc., certify that:                                                                                                                                                                                                                                                                                                            
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|1. | I have reviewed
    this annual report on Form 10-K/A of Wild Oats Markets, Inc. (the "Registrant");                                                                                                                                                                                                                                                                                               
|  
|2. | Based on my
    knowledge, this annual report does not contain any untrue statement of a material fact or
    omit to state a material fact necessary to make the statements made, in light of the
    circumstances under which such statements were made, not misleading with respect to the
    period covered by this annual report;                                                           
|  
|3. | Based on my
    knowledge, the financial statements, and other financial information included in this
    annual report, fairly present in all material respects the financial condition, results of
    operations and cash flows of the Registrant as of, and for the periods presented in this
    annual report;                                                                               
|  
|4. | The
    Registrants other certifying officers and I are responsible for establishing and
    maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14
    and 15d-14) for the Registrant and have:                                                                                                                                                                 
|  
|   | a)                                                                                                                                                                                                                                                                                                                                                                                                 
|  
|   | b)                                                                                                                                                                                                                                                                                                                                                                                                 
|  
|   | c)                                                                                                                                                                                                                                                                                                                                                                                                 
|  
|5. | The
    Registrants other certifying officers and I have disclosed, based on our most recent
    evaluation, to the Registrants auditors and the audit committee of Registrants
    board of directors (or persons performing the equivalent functions):                                                                                                                                        
|  
|   | a)                                                                                                                                                                                                                                                                                                                                                                                                 
|  
|   | b)                                                                                                                                                                                                                                                                                                                                                                                                 
|  
|6. | The
    Registrants other certifying officers and I have indicated in this annual report
    whether there were significant changes in internal controls or in other factors that could
    significantly affect internal controls subsequent to the date of our most recent
    evaluation, including any corrective actions with regard to significant deficiencies and
    material weaknesses.
|  
|   | Date: April 28,
    2003                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                    
|   | /s/ Edward F.
    Dunlap                                                                                                                                                                                                                                                                                                                                                                           
|   | Edward F.
    Dunlap, Chief Financial Officer