Sprouts is perhaps the current largest direct competitor to Whole Foods though they've got quite a bit of catching up to do to Whole Foods current 355 store count. Besides a lower store count and lower recognition I don't see any unique value proposition that would cause them to supplant Whole Foods. Their prices are the same yet they don't offer many of the same things Whole Foods does in their stores to entice customers (such as free samples or freshly cooked food areas). Sprouts is ho-hum organic. Whole Foods is upscale organic.