UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549





FORM 10-Q/A

(Amendment No. 1)

|(X) | QUARTERLY REPORT PURSUANT TO SECTION 13 OR
    SECTION 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED 
    SEPTEMBER 25, 2004       
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                  
|    | OR                                                                                                                                                               
|    |                                                                                                                                                                  
|( ) | TRANSITION REPORT PURSUANT TO SECTION 13 OR
    SECTION 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM 
    __________ TO __________







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)







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

Yes       ( X )       No      (
)



As of November 1, 2004, there were 28,484,901 shares outstanding of the Registrant's
Common Stock (par value $.001 per share).





---



EXPLANATORY NOTE



The Registrant amends its Quarterly Report on Form 10-Q for the period
ended September 25, 2004, to add attachments to Exhibit 10.2 that were inadvertently
omitted. Exhibit 10.2 is an amendment to a credit facility that was terminated in March
2005. No other changes are made by this amendment and all other information included in
the initial filing is unchanged.







PART IV.

Item 6.  Exhibits

|                                                                                                                                                              | Exhibit Number | Description                                                                                                                                                                                                                                                                                                                      
|------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                              |                |                                                                                                                                                                                                                                                                                                                                  
|                                                                                                                                                              | 10.1#**        | Form
    of Restricted Stock Unit Agreement used to evidence Restricted Stock Units granted under
    the Wild Oats Markets, Inc. 1996 Equity Incentive Plan. (1)                                                                                                                                                                
|                                                                                                                                                              | 10.2+          | Third Amendment to Second Amended and Restated Credit Agreement,
    dated as of November 4, 2004, by and among Wild Oats Markets, Inc., the lenders identified
    therein and Wells Fargo Bank, National Association, as administrative agent. Portions
    have been omitted pursuant to a request for confidential treatment.
|                                                                                                                                                              | 31.1**         | CEO
    Certification under Section 302 of Sarbanes-Oxley Act of 2002. (1)                                                                                                                                                                                                                                                       
|                                                                                                                                                              | 31.2**         | CFO
    Certification under Section 302 of Sarbanes-Oxley Act of 2002. (1)                                                                                                                                                                                                                                                       
|                                                                                                                                                              | 32.1**         | CEO
    Certification under Section 906 of Sarbanes-Oxley Act of 2002. (1)                                                                                                                                                                                                                                                       
|                                                                                                                                                              | 32.2**         | CFO
    Certification under Section 906 of Sarbanes-Oxley Act of 2002. (1)                                                                                                                                                                                                                                                       
|                                                                                                                                                              |                |                                                                                                                                                                                                                                                                                                                                  
|                                                                                                                                                             
|#    Management
    Compensation Plan
    ** Previously filed.                                                                                               
|+    Included
    herewith.
    (1) Incorporated by reference from the Registrants Form
    10-Q for the period ended September 25, 2004 (File No. 0-21577).
|                                                                                                                                                             



SIGNATURES

Pursuant to the requirements 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, in the City of Boulder, County of Boulder, State of Colorado,
on the 5th day of August 2005



| | Wild Oats Markets, Inc.                  
| | -----------------------------------------
| | (Registrant)                             
| |                                          
| |                                          
| | By: /s/                                  
| | Freya R. Brier                           
| | Senior Vice President and General Counsel
| |