SEC FORM 3

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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

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1. Name and Address of Reporting Person^*

ZALLA JEFFREY M

(Last)

(First)

(Middle)

250 EAST FIFTH ST

(Street)

CINCINNATI

45202

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/01/2005

3. Issuer Name and Ticker or Trading Symbol
CHIQUITA BRANDS INTERNATIONAL INC [ cqb ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Senior Vice President & CFO

5. If Amendment, Date of Original Filed (Month/Day/Year)

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)
Common Stock	9,305⁽¹⁾	D
Common Stock	70⁽²⁾	I	By 401 (k) Plan

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Employee Stock Option (right to buy)⁽³⁾	⁽⁴⁾	05/09/2012	Common Stock	37,500	$16.97	D
Employee Stock Option (right to buy)⁽³⁾	⁽⁴⁾	05/30/2012	Common Stock	37,500	$16.92	D
Warrants to Subscribe for Shares of Common Stock	03/19/2002	03/19/2009	Common Stock	443	$19.23	D
Warrants to Subscribe for Shares of Common Stock⁽⁵⁾	⁽⁶⁾	03/19/2009	Common Stock	667	$19.23	I	by 401 (k) Plan

Explanation of Responses:

1. Note 1: Table I, Item 2. 1,576 shares of the total reported are subject to a Restricted Stock Award ("Award") granted February 25, 2005 under the Company's Long-Term Incentive Program (the "LTIP") which is part of the Chiquita 2002 Stock Option and Incentive Plan (the "Plan"). The shares granted under this award will vest on January 1, 2006 as long as the reporting person is employed by the Company or any of the company's subsidiaries on the vesting date. Vesting of the Award may be accelerated under certain circumstances, including a Change of Control or termination of employment due to death, Disability or Retirement (as each is defined in the Plan).

2. Note 2: Table I, Item 2. Represents the number of units held in the Chiquita Stock Fund of the Chiquita Savings & Investment Plan, a 401(k) plan based on a plan statement dated as of March 31, 2005.

3. Note 3: Table II, Item 1. Granted pursuant to the Chiquita Brands International, Inc. 2002 Stock Option and Incentive Plan.

4. Note 4: Table II, Item 2. Option vested over a 4 year period with 25 % becoming exercisable on January 1 in each of 2003, 2004, 2005, and 2006.

5. Note 5: Table II, Item 1. Represents the number of units held in the Chiquita Warrant Fund of the Chiquita Savings & Investment Plan, a 401(k) plan, based on a plan statement dated as of March 31, 2005.

6. Note 6: Table II, Item 2. Warrants held in the Chiquita Savings & Investment Plan may be sold at any time but may only be exercised when the Common Stock price exceeds the exercise price of the Warrant.

Remarks:

Remarks: Due to a realignment of senior management responsibilities, Mr. Zalla was not deemed an executive officer during the period from February 16, 2005 through May 31, 2005. He had no reporting obligations until June 1, 2005 when he became Senior Vice President and Chief Financial Officer.

	Barbara Wagner as Attorney-in-Fact for Jeffrey M. Zalla	06/02/2005
	** 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).
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