FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Jordan William Earl

2. Date of Event Requiring Statement (MM/DD/YYYY)
9/23/2014 

3. Issuer Name and Ticker or Trading Symbol

WHOLE FOODS MARKET INC [WFM]

(Last)        (First)        (Middle)

550 BOWIE STREET

4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                            _____ 10% Owner
___ X ___ Officer (give title below)          _____ Other (specify below)
Regional President /

(Street)

AUSTIN, TX 78703       

(City)              (State)              (Zip)
5. If Amendment, Date Original Filed (MM/DD/YYYY)

 

6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person


Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Non-Qualified Stock Option (right to buy)     (1) 5/22/2016   Common Stock   104.0   $9.45   D    
Non-Qualified Stock Option (right to buy)     (2) 5/14/2017   Common Stock   216.0   $20.42   D    
Non-Qualified Stock Option (right to buy)     (3) 5/13/2018   Common Stock   5738.0   $31.25   D    
Non-Qualified Stock Option (right to buy)     (4) 5/11/2019   Common Stock   7256.0   $44.27   D    
Non-Qualified Stock Option (right to buy)     (5) 5/31/2020   Common Stock   3743.0   $51.86   D    
Non-Qualified Stock Option (right to buy)     (6) 5/16/2021   Common Stock   4252.0   $37.91   D    

Explanation of Responses:
( 1)  The option, representing a right to purchase 416 shares, is exercisable in four equal annual installments beginning on May 22, 2010, which was the first anniversary of the date on which the option was granted.
( 2)  The option, representing a right to purchase 434 shares, is exercisable in four equal annual installments beginning on May 14, 2011, which was the first anniversary of the date on which the option was granted.
( 3)  The options, representing a right to purchase 7,200 shares and 452 shares, respectively, are each exercisable in four equal annual installments beginning on May 13, 2012, which was the first anniversary of the date on which the options were granted.
( 4)  The options, representing a right to purchase 6,788 shares and 468 shares, respectively, are each exercisable in four equal annual installments beginning on May 11, 2013, which was the first anniversary of the date on which the options were granted.
( 5)  The options, representing a right to purchase 3,500 shares and 243 shares, respectively, are each exercisable in four equal annual installments beginning on May 31, 2014, which was the first anniversary of the date on which the options were granted.
( 6)  The options, representing a right to purchase 4,000 shares and 252 shares, respectively, are each exercisable in four equal annual installments beginning on May 16, 2015, which is the first anniversary of the date on which the options were granted.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Jordan William Earl
550 BOWIE STREET
AUSTIN, TX 78703


Regional President

Signatures
/s/ Albert Percival as Attorney-in-Fact for William Earl Jordan 9/23/2014
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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