<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
Wild Oats Markets, Inc.
-----------------------------------------
(Name of Issuer)
Common Stock
-----------------------------------------
(Title of Class of Securities)
968808B-10-7
-----------------------------------------
(CUSIP Number)
Check the following box if a fee is being paid with this statement [ ].
(A fee is not required only if the filing person: (1) has a previous
statement on file reporting beneficial ownership of more than five
percent of the class of securities described in Item 1; and (2) has
no amendment subsequent thereto reporting beneficial ownership of five
percent or less of such class.) (See Rule 13d-7.)
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class
of securities, and for any subsequent amendment containing information
which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the
Securities Exchange Act of 1934 ("Act") or otherwise subject to the
liabilities of that section of the Act but shall be subject to all
other provisions of the Act (however, see the Notes).
(Continued on following page(s))
Page 1 of 6 Pages
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CUSIP NO. 9688088-10-7 13G PAGE 2 OF 6 PAGES
1 NAME OF REPORTING PERSON Elizabeth C. Cook
S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
5 SOLE VOTING POWER
494,846 shares
NUMBER OF 6 SHARED VOTING POWER
SHARES
BENEFICIALLY 494,846 shares held by Michael C. Gilliland,
OWNED BY Ms. Cooks spouse
EACH 6,860 shares held by Ian P. Gilliland 1993
REPORTING Trust, Ms. Cook's son.
PERSON 6,860 shares held by Stella E Gilliland 1993
WITH Trust, Ms. Cook's daughter.
496,146 shares held by Gilliland/Cook Family
Investments, L.P.
7 SOLE DISPOSITIVE POWER
N/A
8 SHARED DISPOSITIVE POWER
N/A
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,499,558 shares
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES *
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 21.8%
12 TYPE OF REPORTING PERSON* IN
*SEE INSTRUCTION BEFORE FILLING OUT!
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 10549
---------------------------------
SCHEDULE 13G UNDER THE SECURITIES
EXCHANGE ACT OF 1934
---------------------------------
Item 1. (a). Name of Issuer: Wild Oats Markets, Inc.
(b). Address of Issuer's Principal Executive Offices:
1645 Broadway Boulder, CO 80302
Item 2. (a). Name of Person Filing:
Elizabeth C. Cook
(b). Address of Principal Business Office:
1645 Broadway Boulder, CO 80302
Page 3 of 6 Pages
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Item 2. (c). Citizenship:
U.S.
(d). Title of Class of Securities:
Common Stock
(e). CUSIP Number:
968808B-10-7
Item 3. This statement is filed pursuant to Rule by n/a
Item 4. Ownership.
(a). Amount Beneficially Owned
1,499,558 shares
(b). Percent of Class:
21.8%
(c). Number of Shares as to which Elizabeth C. Cook has:
-----------------------
(i) sole power to vote or to direct the vote
494,846 shares
(ii) shared power to vote or to direct the vote
494,846 shares held by Michael C. Gilliland,
Ms. Cook's spouse
6,860 shares held by Ian P. Gilliland 1993
Trust, Ms. Cook's son.
6,860 shares held by Stella E. Gilliland
1993 Trust, Ms. Cook's daughter.
496,146 shares held by Gilliland/Cook Family
Investments, L.P.
(iii) sole power to dispose or to direct the
disposition of
n/a
(iv) shared power to dispose or to direct the
disposition of
n/a
Page 4 of 6 Pages
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Item 5. Ownership of Five Percent or Less of a Class:
n/a
Item 6. Ownership of More Than Five Percent on Behalf of Another
Person:
n/a
Item 7. Identification and Classification of Subsidiaries which
Acquired the Security Being Reported on by the Parent
Holding Company:
n/a
Item 8. Identification and Classification of Members of the Group:
n/a
Page 5 of 6 Pages
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Item 9. Notice of Dissolution of Group:
n/a
Item 10. Certification:
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were acquired
in the ordinary course of business and were not acquired for
the purpose of and do not have the effect of changing or
influencing the control of the issuer of such securities and
were not acquired in connection with or as a participant in
any transaction having such purpose or effect.
Signature: After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set
forth in this statement is true, complete and correct.
By: /s/ ELIZABETH C. COOK
------------------------
Elizabeth C. Cook
Shareholder
Dated:
February 13, 1997
Page 6 of 6 Pages
