WILD OATS MARKETS INC
SC 13G/A, 1998-02-17
CONVENIENCE STORES
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                         UNITED STATES
               SECURITIES AND EXCHANGE COMMISSION
                    WASHINGTON, D.C.  20549

                          SCHEDULE 13G
          UNDER THE SECURITIES EXCHANGE ACT OF 1934
                    (AMENDMENT NO. 1)*

                    WILD OATS MARKETS, INC.
                       (NAME OF ISSUER)

                        COMMON STOCK
                 (TITLE OF CLASS OF SECURITIES)

                        968808B-10-7
                      (CUSIP NUMBER)

*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).

CUSIP NO.  968808B-10-7

1     NAME OF REPORTING PERSON
          MARK R. CLAPP

      I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)

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
                     404,853 SHARES
  NUMBER OF
  SHARES        6   SHARED VOTING POWER
BENEFICIALLY
OWNED BY
EACH            7  SOLE DISPOSITIVE POWER
REPORTING            404,853 SHARES


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PERSON
WITH            8   SHARED DISPOSITIVE POWER


9     AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
       404,853 SHARES

10    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES*

11    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9     4.8%

12    TYPE OF REPORTING PERSON*   IN

- ----------
(1) ALL SHARE  NUMBERS  REFLECT  PRE-SPLIT  NUMBERS.  A 3 FOR 2 STOCK  SPLIT WAS
EFFECTED ON 1/7/98.




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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
                MARK R. CLAPP

     (B)     ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE,
RESIDENCE
              1645 BROADWAY
              BOULDER, CO  80302

     (C)     CITIZENSHIP
               U.S.

     (D)     TITLE OF CLASS OF SECURITIES
               COMMON STOCK

     (E)     CUSIP NUMBER
               968808B-10-7


ITEM 3.   IF THIS STATEMENT IS FILED PURSUANT TO RULE 13D-1(B),
OR 13D-2(B), CHECK WHETHER THE PERSON FILING IS A:   N/A

     (A)   [ ]  BROKER OR DEALER REGISTERED UNDER SECTION 15 OF
THE ACT

     (B)   [ ]  BANK AS DEFINED IN SECTION 3(A)(6) OF THE ACT

     (C)   [ ]  INSURANCE COMPANY AS DEFINED IN SECTION 3(A)(19)
OF THE ACT

     (D)   [ ]  INVESTMENT COMPANY REGISTERED UNDER SECTION 8 OF
THE INVESTMENT COMPANY ACT

     (E)   [ ]  INVESTMENT ADVISER REGISTERED UNDER SECTION 203
OF THE INVESTMENT ADVISERS ACT OF 1940

     (F) [ ]  EMPLOYEE  BENEFIT  PLAN,  PENSION  FUND  WHICH IS  SUBJECT  TO THE
PROVISIONS OF THE EMPLOYEE  RETIREMENT  INCOME SECURITY ACT OF 1974 OR ENDOWMENT
FUND; SEE SEC.
240.13D1(B)(II)(F)

     (G)   [ ]  PARENT HOLDING COMPANY, IN ACCORDANCE WITH SEC.
240.13D1(B)(II)(G) (NOTE:  SEE ITEM 7)


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     (H)   [ ]  GROUP, IN ACCORDANCE WITH SEC.
240.13D1(B)(1)(II)(H)


ITEM 4.   OWNERSHIP

     (A) AMOUNT BENEFICIALLY OWNED  404,853 SHARES

     (B) PERCENT OF CLASS        4.8%

     (C)      NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS:

              (I) SOLE POWER TO VOTE OR TO DIRECT THE VOTE

404,853 SHARES

              (II) SHARED POWER TO VOTE OR TO DIRECT THE VOTE


              (III) SOLE POWER TO DISPOSE OF OR TO DIRECT THE
DISPOSITION OF

404,853 SHARES

              (IV) SHARED POWER TO DISPOSE OF OR TO DIRECT THE
DISPOSITION OF


ITEM 5.   OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS

     IF THIS  STATEMENT  IS BEING  FILED TO REPORT  THE FACT THAT AS OF THE DATE
HEREOF THE REPORTING  PERSON HAS CEASED TO BE THE BENEFICIAL  OWNER OF MORE THAN
FIVE PERCENT OF THE CLASS OF SECURITIES, CHECK THE FOLLOWING. [X]


ITEM 6.   OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF
ANOTHER PERSON.
N/A

ITEM 7.   IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY
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

ITEM 9.   NOTICE OF DISSOLUTION OF GROUP
N/A

ITEM 10.   CERTIFICATION
N/A


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                                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.



DATE:   FEBRUARY 16, 1998

                                /S/ MARK R. CLAPP
                                  MARK R. CLAPP






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