SECURITIES AND EXCHANGE COMMISSION
                    WASHINGTON, D.C. 20549

                            FORM 15


Certification and Notice of Termination of Registration under
Section 12(g) of the Securities Exchange Act of 1934 or
Suspension of Duty to File Reports Under Sections 13 and 15(d)
of the Securities Exchange Act of 1934.

                             Commission File Number  1-1550    

              Chiquita Brands International, Inc.              
     (Exact name of registrant as specified in its
     charter)

  250 East Fifth Street, Cincinnati, Ohio  45202; tel: (513) 784-8011 
(Address, including zip code, and telephone number, including
  area code, of registrant's principal executive offices)


                     $1.32 Depositary Shares                     
    (Title of each class of securities covered by this Form)

Capital Stock ($.33 par value); $2.875 Non-Voting Cumulative
Preferred Stock, Series A; 10.5% Subordinated Debentures; 9%
Senior Notes; 9% Senior Notes; 11.5% Subordinated Debentures     
(Titles of all other classes of securities for which a duty
  to file reports under Section 13(a) or 15(d) remains)

       Please place an X in the box(es) to designate the
appropriate rule provision(s) relied upon to terminate or suspend
the duty to file reports:
                         
     Rule 12g-4(a)(1)(i)  [ ]    Rule 12h-3(b)(1)(i)  [X]
     Rule 12g-4(a)(1)(ii) [ ]    Rule 12h-3(b)(1)(ii) [ ]
     Rule 12g-4(a)(2)(i)  [ ]    Rule 12h-3(b)(2)(i)  [ ]
     Rule 12g-4(a)(2)(ii) [ ]    Rule 12h-3(b)(2)(ii) [ ]
                                 Rule 15d-6           [ ]

     
          Approximate number of holders of record as of the
certification or notice date:  none                 

          Pursuant to the requirements of the Securities Exchange
Act of 1934  Chiquita Brands International, Inc.   has caused
this certification/ notice to be signed on its behalf by the
undersigned duly authorized person.


DATE: ________________________ BY:                               
                                  Barbara Wagner
                                  Assistant General Counsel


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