EXHIBIT 4.2
                                AMENDMENT NO. ONE
                            TO THE WHOLE FOODS MARKET
                             401(k) RETIREMENT PLAN


         WHEREAS,  Whole Foods Market, Inc. ("Employer") adopted the Whole Foods
Market 401(k)  Retirement Plan ("Plan"),  effective as of January 1, 1999, as an
amendment  and  restatement  of a  profit  sharing  plan  which  was  originally
effective on January 1, 1991;

         WHEREAS, the Employer desires to amend the Plan to, among other things:
(i) change the 15% of compensation limitation for purposes of elective deferrals
to an annual limitation, as opposed to a per payroll period limitation; (ii) add
certain participating employers;  (iii) add certain predecessor employers;  (iv)
adjust the vesting  schedule under the Plan to fully vest certain  participants;
(v) freeze contributions and eligibility  effective on or after January 1, 2002;
(vi) exclude from eligibility to participate in the Plan nonresident aliens with
no U.S. source income;  (vii) eliminate  certain optional forms of benefit;  and
(viii)  comply  with  the   requirements   of  the  Internal   Revenue   Service
Restructuring and Reform Act of 1998 and the Community Renewal Tax Relief Act of
2000; and

         WHEREAS,  pursuant to Section 12.1 of the Plan,  the Employer may amend
the Plan.

         NOW,  THEREFORE,  effective as set forth below,  the Plan is amended as
follows:

1.       Effective  January 1,  2001,  Plan  Section  1.15 is amended to add the
         following to the end:

         "Effective  January 1, 2001,  Compensation  shall also include  amounts
         excluded from the gross income of a Participant under section 132(f) of
         the Code."

2.       Effective  January  1,  2000,  Plan  Section  1.19  is  deleted  in its
         entirety, and the following is substituted in its place:

         "[Reserved]."

3.       Effective  January  1,  2000,  Plan  Section  1.21  is  deleted  in its
         entirety, and the following is substituted in its place:

         "[Reserved]."
<PAGE>

4.       Effective  January 14,  2000,  Plan  Section  1.68(a) is deleted in its
         entirety, and the following is substituted in its place:

         "(a)     Each of the following  Affiliated Employers is a Participating
                  Employer:

                  WHOLE FOOD COMPANY, INC.
                  MRS. GOOCH'S NATURAL FOOD MARKETS, INC.
                  THE SOURDOUGH EUROPEAN BAKERY, INC.
                  WHOLE FOODS MARKET CALIFORNIA, INC.
                  WHOLE FOODS MARKET MIDWEST, INC.
                  WFM BEVERAGE CORP.
                  WHOLE FOODS MARKET SOUTHWEST INVESTMENTS, INC.
                  WHOLE FOODS MARKET SERVICES, INC.
                  WHOLE FOODS MARKET SOUTHWEST, L.P.
                  WHOLE FOODS MARKET GROUP, INC. (effective March 17, 1999)
                  ALLEGRO COFFEE COMPANY, INC. (effective October 1, 1998)
                  WHOLEPEOPLE.COM (effective January 14, 2000)"

5.       Effective  December  22, 2000,  Plan Section  1.68(a) is deleted in its
         entirety, and the following is substituted in its place:

         "(a)     Each of the following  Affiliated Employers is a Participating
                  Employer:

                  WHOLE FOOD COMPANY, INC.
                  MRS. GOOCH'S NATURAL FOOD MARKETS, INC.
                  THE SOURDOUGH EUROPEAN BAKERY, INC.
                  WHOLE FOODS MARKET CALIFORNIA, INC.
                  WHOLE FOODS MARKET MIDWEST, INC.
                  WFM BEVERAGE CORP.
                  WHOLE FOODS MARKET SOUTHWEST INVESTMENTS, INC.
                  WHOLE FOODS MARKET SERVICES, INC.
                  WHOLE FOODS MARKET SOUTHWEST, L.P.
                  WHOLE FOODS MARKET GROUP, INC. (effective March 17, 1999)
                  ALLEGRO COFFEE COMPANY, INC. (effective October 1, 1998)
                  NATURE SMART, LLC (effective December 22, 2000)"

6.       Effective  May  15,  2001,  Plan  Section  1.68(a)  is  deleted  in its
         entirety, and the following is substituted in its place:

         "(a)     Each of the following  Affiliated Employers is a Participating
                  Employer:

                  WHOLE FOOD COMPANY, INC.
                  MRS. GOOCH'S NATURAL FOOD MARKETS, INC.
                  THE SOURDOUGH EUROPEAN BAKERY, INC.
                  WHOLE FOODS MARKET CALIFORNIA, INC.
                  WHOLE FOODS MARKET MIDWEST, INC.
<PAGE>

                  WFM BEVERAGE CORP.
                  WHOLE FOODS MARKET SOUTHWEST INVESTMENTS, INC.
                  WHOLE FOODS MARKET SERVICES, INC.
                  WHOLE FOODS MARKET SOUTHWEST, L.P.
                  WHOLE FOODS MARKET GROUP, INC. (effective March 17, 1999)
                  ALLEGRO COFFEE COMPANY, INC. (effective October 1, 1998)"

7.       Effective  April 1, 1999, Plan Section 1.72 is deleted in its entirety,
         and the following is substituted in its place:

         "1.72    Predecessor Employer:
                  --------------------
                  Each of the following employers is a Predecessor Employer:

                  ZEUS ENTERPRISES dba H&M NATURAL GROCERY
                  TEXAS HEALTH DISTRIBUTORS
                  CANA FOODS, INC.
                  BREAD OF LIFE CAMPBELL, INC.
                  BREAD OF LIFE CUPERTINO, INC.
                  UNICORN, LTD.
                  OAKSTREET MARKET, INC.
                  FRESH FIELDS MARKETS, INC. (effective August 30, 1996)
                  ORGANIC MERCHANTS, INC. (effective January 1, 1998)
                  AMRION, INC. (effective October 1, 1998)
                  ALLEGRO COFFEE COMPANY, INC. (effective October 1, 1998)
                  NATURE'S HEARTLAND, INC. (effective April 1, 1999)"

8.       Effective  January  17,  2000,  Plan  Section  1.72 is  deleted  in its
         entirety, and the following is substituted in its place:

         "1.72    Predecessor Employer:
                  --------------------
                  Each of the following employers is a Predecessor Employer:

                  ZEUS ENTERPRISES dba H&M NATURAL GROCERY
                  TEXAS HEALTH DISTRIBUTORS
                  CANA FOODS, INC.
                  BREAD OF LIFE CAMPBELL, INC.
                  BREAD OF LIFE CUPERTINO, INC.
                  UNICORN, LTD.
                  OAKSTREET MARKET, INC.
                  FRESH FIELDS MARKETS, INC. (effective August 30, 1996)
                  ORGANIC MERCHANTS, INC. (effective January 1, 1998)
                  AMRION, INC. (effective October 1, 1998)
                  ALLEGRO COFFEE COMPANY, INC. (effective October 1, 1998)
                  NATURE'S HEARTLAND, INC. (effective April 1, 1999)
                  NATURAL  ABILITIES,  INC., d/b/a FOOD FOR THOUGHT,  (effective
                  January 17, 2000)"
<PAGE>

9.       Effective  January  1,  2000,  Plan  Section  1.84  is  deleted  in its
         entirety, and the following is substituted in its place:

         "[Reserved]."

10.      Effective  October  1,  1998,  Plan  Section  1.96  is  deleted  in its
         entirety, and the following is substituted in its place:

         "1.96    Vested Percentage:
                  -----------------
                  100%  of  each  of the  following  accounts:  Employer  Profit
                  Sharing Contribution  Account,  Employer Matching Contribution
                  Account,  Employer  Qualified Matching  Contribution  Account,
                  Employer Qualified Non-Elective Contribution Account, Employee
                  Elective  Deferral  Account,  and  Employee  Rollover/Transfer
                  Account."

11.      Effective  January  1,  1999,  Plan  Section  1.97  is  deleted  in its
         entirety, and the following is substituted in its place:

         "1.97    Year of Service:
                  ---------------
                  Except where specifically  excluded under this section, all of
         an  Employee's  Years  of  Service  shall  be taken  into  account  for
         eligibility and vesting purposes,  including: (1) Years of Service with
         a Predecessor  Employer described in Section 1.72; (2) Years of Service
         with an employer who was not  described in Section  1.72,  but for whom
         the  Employer  or  Participating  Employer is  obligated  to grant past
         service  credit due to:  (i) the  provisions  of a  purchase  agreement
         executed by the Employer or Participating Employer; or (ii) resolutions
         adopted  by  such  Employer's  or  Participating  Employer's  board  of
         directors;  (3) Years of  Service  for  employment  with an  Affiliated
         Employer;  and (4) Years of  Service  for an  employee  required  under
         section  414(n) or 414(o) of the Code to be  considered  an employee of
         any employer  aggregated with the Employer  pursuant to section 414(b),
         (c), or (m) of the Code."

12.      Effective  December  31, 2001,  Plan  Section  2.1(a) is deleted in its
         entirety, and the following is substituted in its place:

         "(a)  Eligibility  to  participate  in  the  Plan  is  extended  to all
         Employees of the Employer and all Employees of Participating  Employers
         who have satisfied the minimum age and service  requirements set out in
         section 2.1(b) or 2.1(c) below; provided, however, that notwithstanding
         any  provision  of this Plan to the  contrary,  effective  on and after
         January  1,  2002,  Employees  who are not  Participants  shall  not be
         eligible to participate in the Plan."

<PAGE>

13.      Effective  January 1, 1999,  Plan  Section 2.1 is amended by adding the
         following new subsection to the end:

         "(e)  Notwithstanding  any provision of this Plan to the contrary,  any
         Employee who is a nonresident  alien who does not receive earned income
         (within the meaning of Code section  911(d)(2))  from the Employer or a
         Participating Employer which constitutes income from sources within the
         United  States  (within the meaning of Code section  861(a)(3))  is not
         eligible to participate in the Plan."

14.      Effective  as of January 1, 2001,  the last  sentence  of Plan  Section
         3.1(a) is deleted in its entirety,  and the following is substituted in
         its place:

         "In no event may any Participant  make Employee  Elective  Deferrals in
         excess of 15% of Compensation for any Plan Year."

15.      Effective  December 31, 2001,  the following new subsection is added to
         the end of Plan Section 3.1:

         "(e)  Notwithstanding any other provision of this Plan to the contrary,
         effective on and after January 1, 2002, no Employee Elective  Deferrals
         may be made to this Plan."

16.      Effective  December 31, 2001,  the following new subsection is added to
         the end of Plan Section 3.2:

         "(c)  Notwithstanding any other provision of this Plan to the contrary,
         effective  on  and  after  January  1,  2002,   no  Employer   Matching
         Contributions  may be made to this  Plan  to  match  Employee  Elective
         Deferrals  contributed  for a Plan Year  beginning  after  December 31,
         2001."

17.      Effective  December 31, 2001,  the following new subsection is added to
         the end of Plan Section 3.3:

         "(c)  Notwithstanding any other provision of this Plan to the contrary,
         effective  on and after  January 1, 2002,  no Employer  Profit  Sharing
         Contributions may be made to this Plan."

18.      Effective October 1, 1998, Plan Section 6.1 is amended to add "Employer
         Profit Sharing  Contribution  Account,  Employer Matching  Contribution
         Account"  after  "Employee  Rollover/Transfer  Account,"  in the  first
         sentence of existing Section 6.1.

19.      Effective  October  1,  1998,  Plan  Section  6.2(c) is  deleted in its
         entirety, and the following is substituted in its place:

         "[Reserved]."

<PAGE>

20.      Effective  January  1,  2001,  Plan  Section  7.5(a) is  deleted in its
         entirety, and the following is substituted in its place:

         "(a) Subject to any applicable joint and survivor annuity requirements,
         the requirements of this section 7.5 shall apply to any distribution of
         a Participant's  Account and will take precedence over any inconsistent
         provisions of this Plan. All distributions required under such sections
         shall  be  determined   and  made  in  accordance   with  the  proposed
         regulations under section 401(a)(9) of the Code,  including the minimum
         incidental benefit requirement of section 1.401(a)(9)-2 of the proposed
         regulations.  Notwithstanding any other Plan provision to the contrary,
         however,  with  respect to  distributions  made on or after  January 1,
         2001, the Plan will apply the minimum distribution requirements of Code
         section  401(a)(9) in accordance with the  regulations  thereunder that
         were proposed on January 17, 2001.  This  provision  shall  continue in
         effect until the last day of the last  calendar year  beginning  before
         the effective date of final regulations under Code section 401(a)(9) or
         such  other  date as may be  specified  in  guidance  published  by the
         Internal Revenue Service."

21.      Effective  January 1, 1999,  Plan Section  7.12(b)(1) is deleted in its
         entirety, and the following is substituted in its place:

         "(1) Eligible Rollover Distribution:  An Eligible Rollover Distribution
         is any  distribution of all or any portion of the balance to the credit
         of the Distributee,  except that an Eligible Rollover Distribution does
         not include:  any distribution that is one of a series of substantially
         equal periodic  payments (not less  frequently  than annually) made for
         the life (or life expectancy) of the Distributee or the joint lives (or
         joint  life  expectancies)  of the  Distributee  and the  Distributee's
         designated beneficiary, or for a specified period of ten years or more;
         any  distribution  to the extent such  distribution  is required  under
         section  401(a)(9) of the Code; any  distribution  made pursuant to the
         provisions  of Plan Section 7.10;  and the portion of any  distribution
         that is not  includible in gross income  (determined  without regard to
         the exclusion for net unrealized  appreciation with respect to employer
         securities)."

22.      Effective October 1, 1998, Plan Section 8.3(a) is amended by adding the
         following to the end:

         "Notwithstanding  any  other  provision  in  this  Section  8.3  to the
         contrary, effective October 1, 1998, for any Plan Year in which this is
         a  Top-Heavy  Plan,  a  Participant  shall be 100% vested in his or her
         account."

23.      Effective January 1, 2000, Plan Section 8.4 is deleted in its entirety,
         and it is not replaced.

<PAGE>

24.      Effective January 1, 1999, Plan Section 9.2(b) is amended by adding the
         following to the end:

         "Benefits  under  this  Plan  will  be paid  only if the  Administrator
         decides in his discretion that the applicant is entitled to them."

25.      Effective  January 1, 1999,  Plan Section 13.5 is amended by adding the
         following to the end:

         "All of the  provisions  of this  Section  13.5 are subject to: (i) the
         requirements of Sections 7.1, 7.2, and 7.3; (ii) the withholding of any
         applicable taxes; and (iii) effective for distributions occurring on or
         after   August  5,  1997,   assignments   permitted   by  Code  section
         401(a)(13)."


         IN  WITNESS  WHEREOF,  Whole  Foods  Market,  Inc.  has  executed  this
Amendment the 31st day of December, 2001.


                            WHOLE FOODS MARKET, INC.



                            By: /s/
                               --------------------------------

                               Its: ________________________