SecProbe.io

<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

[LETTERHEAD OF COVINGTON & BURLING}

                                                               November 15, 2004

By Hand Delivery and Edgar

George F. Ohsiek
Yong Kim
Robyn Manuel
U.S. Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

        Re: United Natural Foods, Inc.
            Forms 10-K for the fiscal year ended July 31, 2004
            Filed October 14, 2004
            File No. 0-21531

Dear Sir and Mesdames:

      On behalf of United Natural Foods, Inc., a Delaware corporation (the
"Company"), we are responding to the staff's comment letter dated October 29,
2004. The numbered paragraphs below correspond to the comments in the staff's
letter. For the convenience of the staff we have recited each comment and
provided the response to each comment immediately thereafter.

                Form 10-K for the fiscal year ended July 31, 2004

General

      1.    Where a comment below requests additional disclosures or other
            revisions to be made, these revisions should be included in your
            future filings, as applicable.

            RESPONSE: We acknowledge the staff's comment and will ensure that
            the additional disclosures or other revisions will be made in future
            filings, as applicable.

            Item 7. Management's Discussion and Analysis of Financial Condition
            and Results of Operations

            Results of Operation

            Year Ended July 31, 2004 Compared to Year Ended July 31, 2003, page
            16

<PAGE>

George F. Ohsiek
Yong Kim
Robyn Manuel
November 15, 2004
Page 2

General

      2.    We note that your discussion of results of operations focuses
            exclusively on describing changes in the various line items on the
            income statement. With a view towards enhancing disclosure, please
            refer to SEC Release No. 33-8350 and Item 303(a) of Regulation S-K
            and consider revising the content and focus of your MD&A such that
            you identify and emphasize the key indicators of your performance.
            Also consider whether there are material trends, demands,
            commitments, events or uncertainties related to your financial
            condition and/or operating performance that should be discussed.

            RESPONSE: We acknowledge the staff's comment and will review SEC
            Release No. 33-8350 and Item 303(a) of Regulation S-K in connection
            with future filings in order to determine whether the content and
            focus of our MD&A should be revised to enhance the Company's
            disclosure of the key indicators of the Company's performance. In
            addition, we will discuss any additional material trends, demands,
            commitments, events or uncertainties that are reasonably likely to
            have a material effect on the Company's financial condition and/or
            operating performance.

      3.    Where you identify intermediate causes of changes in your operating
            results, to the extent meaningful, also describe the reasons
            underlying the intermediate causes. For example, where you identify
            the cause of your organic growth in sales as resulting from growth
            in your various distribution channels, please consider expanding
            your discussion to describe the underlying reasons for the growth in
            each of the distribution channels.

            RESPONSE: We acknowledge the staff's comment and will ensure that
            future filings contain enhanced descriptions, to the extent
            meaningful, of the reasons for intermediate changes in the Company's
            operating results.

Special Items, page 18

      4.    We note your presentation and discussion throughout MD&A of various
            non-GAAP measures of your operating results, each measure adjusted
            to exclude certain "special" items. It is unclear from your
            disclosures why each of the adjustments to arrive at the non-GAAP
            measure is being made and which of the adjustments, if any, are
            believed to be nonrecurring in nature. Please clarify your
            disclosures in future filings accordingly. Because you disclose that
            these measures are presented to enhance understanding of your future
            prospects, you seem to imply that all of the special items are
            nonrecurring in nature. If this is the case, please tell us

<PAGE>

George F. Ohsiek
Yong Kim
Robyn Manuel
November 15, 2004
Page 3

            supplementally how each adjustment complies with the restrictions in
            Item 10(e)(1)(ii)(B) of Regulation S-K regarding adjusting non-GAAP
            performance measures. To the extent the adjustments are recurring in
            nature, please avoid implying that they are not part of your ongoing
            operations and tell us supplementally how you meet the burden of
            demonstrating the usefulness of each non-GAAP measure presented.
            Refer to Question 8 of our Frequently Asked Questions Regarding the
            Use of Non-GAAP Financial Measures (FAQ) issued June 13, 2003
            (available at www.sec.gov). If these measures are included in your
            future filings, please also revise your disclosures to include all
            of the information listed in the bullet points of Question 8 of the
            FAQ. Show us supplementally how the revised disclosures will read in
            your future filings.

            RESPONSE: We acknowledge the staff's comment and will ensure that
            future filings which contain a non-GAAP financial measure will
            include a discussion as to why each of the adjustments used to
            arrive at the non-GAAP measure is being made and which of the
            adjustments are believed to be non-recurring in nature.

            For the fiscal year ended July 31, 2004, the Company presented two
            adjustments to arrive at the various non-GAAP measures, each of
            which is non-recurring in nature.

            A. Wild Oats. The first adjustment related to certain costs incurred
            in transitioning the role of primary distributor for Wild Oats
            Markets, Inc. ("Wild Oats") to the Company from Wild Oats' then
            primary distributor, in the middle of Wild Oats' existing agreement
            with this distributor. Wild Oats and that distributor had agreed to
            a five year term for such relationship, but decided to terminate the
            relationship in only its second year. Wild Oats then asked the
            Company to resume its role as primary distributor to Wild Oats, a
            role which had ended in August 2002.

            Based on the new distribution agreement with Wild Oats, the Company
            expects to generate sales of at least $150 million on an annual
            basis (which would have represented approximately 9% of the
            Company's sales for the fiscal year ended July 31, 2004). As a
            result, the Company needed to hire and train additional employees
            and rent extra equipment beyond existing capacity for training
            purposes in order to be prepared to assume the role of primary
            distributor on the dates specified in the agreement. The Company
            believes these costs are non-recurring in nature and comply with the
            restrictions in Item 10(e)(1)(ii)(B) of Regulation S-K regarding
            adjusting non-GAAP measures for the following reasons:

<PAGE>

George F. Ohsiek
Yong Kim
Robyn Manuel
November 15, 2004
Page 4

            o     The Company had not incurred a similar charge relating to a
                  new primary distribution arrangement in the prior two fiscal
                  years.

            o     The Company had previously incurred charges relating to the
                  loss of its primary distribution relationship with Wild Oats,
                  but, given the five year term of the distribution agreement
                  between Wild Oats and the other distributor, did not foresee
                  that charges relating to this relationship would be incurred
                  for at least five years, if ever.

            o     The Company's new agreement with Wild Oats entered into in
                  January 2004 is for a five year period and the Company does
                  not foresee any additional similar charges during that period.

            o     With the signing of this agreement, the Company currently
                  serves as the primary distributor for two of the largest
                  natural and organic retail markets, Whole Foods Markets, Inc,
                  and Wild Oats. The Company is not aware of any other existing
                  natural and organic retail markets that could individually
                  have an impact in excess of 5% on the Company's revenues. As a
                  result, it would be unlikely that the Company would incur
                  substantial additional costs to transition to the role of
                  primary distributor for any other customer, unless the
                  customer's business was concentrated within a limited
                  geographical area.

            B. Interest Rate Swaps. The second adjustment for the fiscal year
            ended July 31, 2004 related to the change in fair value of two
            "ineffective" interest rate swaps through December 29, 2003. The
            Company entered into interest rate swap agreements in October 1998,
            August 2001 and May 2003. The October 1998 and August 2001
            agreements were "ineffective" hedges in accordance with SFAS 133 as
            a result of the options held by the counter parties that could have
            extended the original term of the interest rate swap agreements. The
            applicable accounting treatment under SFAS 133 required that the
            Company record the changes in fair value of the October 1998 and
            August 2001 agreements in its consolidated statement of income,
            rather than within "other comprehensive income" in its statement of
            stockholders' equity. The changes in fair value were dependent upon
            the forward looking yield curves for each swap. The May 2003
            agreement is an "effective" hedge and therefore does not require
            this treatment.

            As we indicated to the staff in the Company's response on August 26,
            2003, the Company believes that its October 1998 and August 2001
            agreements were special items that were excludable as non-recurring

<PAGE>

George F. Ohsiek
Yong Kim
Robyn Manuel
November 15, 2004
Page 5

            items. First, the Company only intends to enter into "effective"
            hedges going forward. This stated intention began with the May 2003
            agreement. Second, the Company believes that the October 1998 and
            August 2001 agreements may have distorted and confused investors if
            the change in fair value was not treated as a special item because
            their inclusion directly impacted its reported earnings per share. A
            change in fair value, whether positive or negative, can
            significantly increase or decrease the Company's reported earnings
            per share. For example, the Company recorded a positive change in
            fair value for fiscal 2004 that increased its diluted earnings per
            share by $0.01, and in fiscal 2003 the Company recorded a negative
            change in fair value that decreased its diluted earnings per share
            by $0.01. If the Company were prohibited from excluding this item as
            a special item, and from presenting the related non-GAAP measures,
            it would artificially inflate/decrease its reported earnings per
            share and thereby mislead investors as to its results of operations
            and its financial condition.

            On December 29, 2003, the Company assigned and transferred all of
            its obligations of its two "ineffective" interest rate swaps to a
            third party at a cost of $5.4 million plus accrued interest. As a
            result of this novation, these "ineffective" swaps will no longer be
            included as a special item for future fiscal periods. These
            "ineffective" swaps were included as a special item through the
            second quarter of fiscal 2004.

Financial Statements

Consolidated Statements of Income, page 34

      5.    We note that depreciation expense is excluded from cost of sales.
            Please update your cost of sales line item on the face of your
            consolidated statements of income to indicate that cost of sales
            excludes depreciation. Refer to SAB Topic 11:B. Also ensure that
            your selected consolidated financial data is appropriately updated.

            RESPONSE: We acknowledge the staff's comment and will ensure that
            future filings contain a reference to footnotes to the financial
            statements on the face of the consolidated statement of income, and
            a discussion of the Company's treatment of depreciation as it
            relates to the Company's operating segments within the Company's
            footnotes to the consolidated financial statements. The consolidated
            financial data will also be updated appropriately with the
            applicable reference.

<PAGE>

George F. Ohsiek
Yong Kim
Robyn Manuel
November 15, 2004
Page 6

            Consolidated Statements of Cash Flows, page 36

      6.    Please consider whether it would be more appropriate to include the
            line item captioned "Tax effect of stock option exercises" in the
            "Changes in assets and liabilities, net of acquired companies"
            section rather than in the "Adjustments to reconcile net income to
            net cash provided by operating activities" section of your cash
            flows from operating activities.

            RESPONSE: We acknowledge the staff's comment and will ensure that
            future filings reflect a change in the presentation of the
            disclosure noted above.

Notes to Consolidated Financial Statements

(1) Significant Accounting Policies

General

      7.    Please disclose your policy for classifying shipping and handling
            costs in the statement of income. If shipping costs and handling
            costs are significant and are not classified in cost of sales,
            disclose the amount(s) of these costs and the line item(s) that
            include them. Please also disclose the line item in which you
            include amounts paid to you by customers for shipping and handling.
            See EITF 00-10.

            RESPONSE: We acknowledge the staff's comment and will ensure that
            future filings disclose the Company's policy of including shipping
            and handling costs in cost of sales, in accordance with EITF 00-10.
            We are supplementally advising the staff that amounts paid to the
            Company by customers for shipping and handling are captured within
            revenues, and not in a separate line item. Future filings will
            disclose this treatment.

      8.    If you pay slotting fees, engage in cooperative advertising
            programs, have buydown programs, or make other payments to
            resellers, please disclose your accounting policy for each of these
            types of arrangements, including the statement of income line item
            that eac