SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C.  20549

                           -----------

                           FORM 8-A/A
                         AMENDMENT NO. 1


        FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
             PURSUANT TO SECTION 12(b) OR (g) OF THE
                 SECURITIES EXCHANGE ACT OF 1934





               CHIQUITA BRANDS INTERNATIONAL, INC.
- -----------------------------------------------------------------
     (Exact name of registrant as specified in its charter)




       NEW JERSEY                           04-1923360
- -----------------------                 ------------------
(State of incorporation)                 (I.R.S. Employer
    or organization)                    Identification No.)



         250 EAST FIFTH STREET, CINCINNATI, OHIO  45202
- -----------------------------------------------------------------
(Address of principal executive offices)(Zip Code)



Securities to be registered pursuant to Section 12(b) of the Act:

Title of each class                Name of each exchange on which
to be so registered                each class is to be registered
- -------------------                ------------------------------

$2.875 NON-VOTING CUMULATIVE       NEW YORK STOCK EXCHANGE
PREFERRED STOCK, SERIES A


Securities to be registered pursuant to Section 12(g) of the Act:


                              None
- -----------------------------------------------------------------
                        (Title of Class)
PAGE

         INFORMATION REQUIRED IN REGISTRATION STATEMENT


Item 2.  Exhibits.

     The following exhibits are filed as part of this
registration statement:

2.1  --   Certificate of Amendment to the Restated Certificate of
          Incorporation of Chiquita Brands International, Inc.

2.2  --   Restated Certificate of Incorporation, as amended, of
          Chiquita Brands International, Inc.*

2.3  --   By-Laws, as amended, of Chiquita Brands International,
          Inc.*









     *    Filed as an exhibit to the Registrant's Annual Report
          on Form 10-K for the year ended December 31, 1992 and
          incorporated by reference herein.

PAGE

                            SIGNATURE

     Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the Registrant has duly caused this
amendment to registration statement to be signed on its behalf by
the undersigned, thereto duly authorized.

                              CHIQUITA BRANDS INTERNATIONAL, INC.



                              /s/ William A. Tsacalis
                              -----------------------------------
                              William A. Tsacalis
                              Vice President and Controller

March 2, 1994

PAGE

                                                   Exhibit 2.1





                    CERTIFICATE OF AMENDMENT
                             TO THE 
              RESTATED CERTIFICATE OF INCORPORATION
                               OF
               CHIQUITA BRANDS INTERNATIONAL, INC.

TO:  Secretary of State
     State of New Jersey


     Pursuant to the provisions of N.J.S. 14A:7-2(2), the
undersigned corporation, Chiquita Brands International, Inc. (the
"Corporation"), executes the following Certificate of Amendment
to its Restated Certificate of Incorporation, as amended (the
"Certificate of Incorporation").

     1.   The name of the corporation is Chiquita Brands
          International, Inc.

     2.   The following resolutions, establishing and designating
          a series of shares and fixing and determining the
          relative rights and preferences thereof, were duly
          adopted by the Executive Committee of the Board of
          Directors of the Corporation as of the 8th day of
          February, 1994, pursuant to the authority vested in the
          Board of Directors by the Certificate of Incorporation,
          exercised on behalf of the Board of Directors by the
          Executive Committee pursuant to resolutions of the
          Board of Directors so authorizing it to act:

               RESOLVED, that pursuant to the authority
          expressly vested in the Executive Committee of the
          Board of Directors of the Corporation by the
          Restated Certificate of Incorporation, as amended,
          and by resolutions of the Board of Directors, the
          Executive Committee of the Board of Directors
          hereby classifies Two Million, Eight Hundred
          Seventy-Five Thousand (2,875,000) shares of the
          Corporation's Non-Voting Cumulative Preferred
          Stock as a new series designated "$2.875 Non-
          Voting Cumulative Preferred Stock, Series A,"
          $1.00 par value (the "Series A Preferred Stock").


               RESOLVED, that the terms and conditions
          of the Series A Preferred Stock, including
          its rights, preferences, privileges, voting
          powers, restrictions, qualifications,
          limitations, and terms and conditions for
          conversion shall be as set forth in Exhibit A
          attached hereto.

               RESOLVED, that the Corporation's Restated
          Certificate of Incorporation, as amended, is
          hereby further amended to add to Section IV of
          such certificate a new Subsection G entitled
          "Special Provisions Applicable to Series A
          Preferred Stock," in the form attached hereto as
          Exhibit A, and the proper officers of the
          Corporation are authorized to execute and file, as
          necessary, any documents or certificates with the
          New Jersey Secretary of State to effect such
          amendment.

     3.   The resolutions were adopted by unanimous written
          consent by the Executive Committee of the Board of
          Directors as of February 8, 1994.

     4.   The Certificate of Incorporation is further amended so
          that the designation and number of shares of each class
          and series acted upon in the resolutions, and the
          relative rights, preferences and limitations of each
          such class and series are as stated in Exhibit A
          attached hereto, which is the same exhibit referred to
          in the foregoing resolutions.

     IN WITNESS WHEREOF, the undersigned has signed this
Certificate of Amendment to the Certificate of Incorporation this
10th day of February, 1994. 


                              CHIQUITA BRANDS INTERNATIONAL, INC.



                              By:/s/ William A. Tsacalis
                                 --------------------------------
                                 William A. Tsacalis
                                 Vice President and Controller
PAGE

                                                        EXHIBIT A


SUBSECTION G.  SPECIAL PROVISIONS APPLICABLE TO SERIES A
               PREFERRED STOCK

     
     There is hereby established Series A Preferred Stock which
shall be designated "$2.875 Non-Voting Cumulative Preferred
Stock, Series A" $1.00 par value ("Series A Preferred Stock") and
shall consist of Two Million, Eight Hundred Seventy-Five Thousand
(2,875,000) shares, and no more.  The relative, participating,
optional and other special rights and the qualifications,
limitations and restrictions of the Series A Preferred Stock
shall be as follows:

     (a) Dividends.

     (i) The holders of outstanding shares of the Series A
Preferred Stock shall be entitled to receive (subject to the
rights of holders of shares of Mandatorily Exchangeable
Cumulative Preference Stock, Series C, or any series of Non-
Voting Cumulative Preferred Stock or Series Preference Stock
and/or any other class or series of preferred or preference stock
which the Corporation may in the future issue which ranks prior
to or on a parity with the Series A Preferred Stock as to
dividends), when, as and if declared by the Board of Directors
out of funds legally available therefor, cumulative preferential
cash dividends at the per share rate of $.71875 per quarter and
no more ("Preferential Dividends"), payable on the seventh (7th)
day of March, June, September and December of each year (each
such date being hereinafter referred to as a "Preferential
Dividend Payment Date") commencing June 7, 1994; provided,
however, that the Preferential Dividend payable on June 7, 1994
(the "Initial Preferential Dividend") with respect to any share
of Series A Preferred Stock outstanding on the record date for
the Initial Preferential Dividend shall be computed in accordance
with Subsection G(a)(iv). If June 7, 1994 or any other
Preferential Dividend Payment Date shall not be a business day,
then the Preferential Dividend Payment Date shall be on the next
succeeding business day.  Each such dividend will be payable to
holders of record as they appear on the stock books of the
Corporation on such record date, not less than 10 nor more than
60 days preceding the Preferential Dividend Payment Date, as
shall be fixed by the Board of Directors.  Dividends on the
Series A Preferred Stock shall accrue from the date of issuance
of the Series A Preferred Stock, and dividends accrued as of each
Preferential Dividend Payment Date shall accumulate to the extent
not paid on such date. Accumulated unpaid dividends shall not
bear interest. All payments of Preferential Dividends to holders
of Series A Preferred Stock shall be rounded up to the nearest
whole cent.   

          (ii) So long as any shares of Series A Preferred Stock
are outstanding:  

          (A) no dividend (other than a dividend or distribution
paid in shares of, or warrants or rights to subscribe for or
purchase shares of, Capital Stock or any other stock of the
Corporation ranking junior to the Series A Preferred Stock as to
dividends and upon liquidation) shall be declared or paid or set
aside for payment or other distribution declared or made upon the
Capital Stock or upon any other stock of the Corporation ranking
junior to or (except as provided in the following sentence) on a
parity with the Series A Preferred Stock as to dividends,

          (B) nor shall any Capital Stock nor any other stock of
the Corporation ranking junior to or on a parity with the Series
A Preferred Stock as to dividends be redeemed, purchased or
otherwise acquired for any consideration (or any moneys be paid
to or made available for a sinking fund for the redemption of any
shares of any such stock) by the Corporation (except by
conversion into or exchange for stock of the Corporation ranking
junior to the Series A Preferred Stock as to dividends and upon
liquidation),

          (C) nor shall the Corporation purchase or otherwise
acquire (except pursuant to a purchase or exchange offer made on
the same terms to all holders of shares of Series A Preferred
Stock), or convert in part, but not in whole, into shares of
Capital Stock at the option of the Corporation pursuant to
Subsection G(c)(ii) outstanding shares of Series A Preferred
Stock, 

unless, in each case, the full Preferential Dividends, if
any, accumulated on all outstanding shares of the Series A
Preferred Stock through the most recent Preferential Dividend
Payment Date shall have been paid or deposited for payment or
contemporaneously are declared and paid or deposited for payment.
When dividends have not been paid in full upon the shares of
Series A Preferred Stock, all dividends and other distributions
declared upon the Series A Preferred Stock and any other shares
of the Corporation ranking on a parity as to dividends and such
other distributions with the shares of Series A Preferred Stock
shall be declared pro rata so that the amount of dividends and
other distributions declared per share on the Series A Preferred
Stock and such other shares shall in all cases bear to each other
the same ratio that accumulated unpaid dividends per share on the
shares of Series A Preferred Stock and such other shares bear to
each other.  Holders of the shares of Series A Preferred Stock
shall not be entitled to any dividends, whether payable in cash,
property or stock, in excess of full cumulative dividends, as
herein provided.

     (iii) Any dividend payment made on shares of Series A
Preferred Stock shall first be credited against the earliest
accumulated unpaid dividend due with respect to shares of Series
A Preferred Stock.

     (iv) Any dividends payable for any period greater or less
than a full quarterly dividend period shall be computed on the
basis of a 360-day year consisting of twelve 30-day months.


     (b) Liquidation. 

     (i) Upon any dissolution, liquidation or winding up of the
affairs of the Corporation, whether voluntary or involuntary
(collectively, a "Liquidation"), the holders of shares of Series
A Preferred Stock shall be entitled to receive out of the assets
of the Corporation available for distribution to shareholders,
after payment of all debts and other liabilities of the
Corporation and all liquidation preferences of holders of shares
of any class or series of preferred or preference stock which the
Corporation may in the future issue which ranks prior to the
Series A Preferred Stock with respect to liquidation rights, but
before any distribution or payment is made to holders of Capital
Stock of the Corporation or on any other shares of the
Corporation ranking junior to the shares of Series A Preferred
Stock upon liquidation, liquidating distributions in the amount
of $50 per share, plus an amount equal to all accumulated unpaid
Preferential Dividends thereon to the date of Liquidation, and no
more.  If upon any Liquidation the amounts payable with respect
to the Series A Preferred Stock and any other shares of the
Corporation ranking as to any such distribution on a parity with
the Series A Preferred Stock are not paid in full, the holders of
shares of Series A Preferred Stock and of such other shares will
share ratably in any such distribution of assets of the
Corporation in proportion to the full respective distributable
amounts to which they are entitled.  After payment of the full
amount of the liquidating distribution to which they are
entitled, the holders of shares of Series A Preferred Stock will
not be entitled to any further participation in any distribution
or payments by the Corporation.

     (ii) Neither the merger nor consolidation of the Corporation
into or with any other corporation or other entity, nor the
merger or consolidation of any other corporation or other entity
into or with the Corporation, nor a sale, transfer or lease of
all or any part of the assets of the Corporation for cash,
securities or other property, shall be deemed to be a Liquidation
for purposes of this Subsection G(b).


     (c) Conversions.

     (i)  Automatic Conversion Upon the Occurrence of Certain
Events.  Immediately prior to the effectiveness of a merger or
consolidation of the Corporation that results in the conversion
or exchange of the Capital Stock into or for, or that results in
the holders of Capital Stock obtaining the right to receive,
cash, securities or other assets, whether of the Corporation or
of any other person or entity (any such merger or consolidation
is referred to herein as a "Merger or Consolidation"), other than
a Merger or Consolidation in which the Series A Preferred Stock
remains outstanding and holders of Series A Preferred Stock
obtain the right to receive upon conversion of their shares into
Capital Stock or any other security the same cash, securities or
other assets that they would have received with respect to the
maximum number of shares of Capital Stock which such holders
would have received (other than in payment of accumulated unpaid
dividends) upon conversion of their shares of Series A Preferred
Stock (at the option of the Corporation pursuant to clause (ii)
of this Subsection G(c) or at the option of the holder pursuant
to clause (iii) of this Subsection G(c), whichever is greater)
immediately prior to the effectiveness of the Merger or
Consolidation, each outstanding share of Series A Preferred Stock
shall automatically convert into the maximum number of shares of
Capital Stock which such holders would have received (other than
in payment of accumulated unpaid dividends) upon conversion of
their shares of Series A Preferred Stock (at the option of the
Corporation pursuant to clause (ii) of this Subsection G(c) or at
the option of the holder pursuant to clause (iii) of this
Subsection G(c), whichever is greater), plus the right to receive
an amount of cash equal to the accumulated unpaid dividends on
such share of Series A Preferred Stock to and including the
Settlement Date (as defined in Subsection G(c)(viii)). 

     (ii) Conversion at the Option of the Corporation. (A) At any
time and from time to time on and after February 15, 1997 and
prior to February 15, 2001, and upon notice given as provided
herein, the Corporation may convert, in whole or in part, the
outstanding shares of Series A Preferred Stock; provided,
however, that the Corporation may exercise its right to convert
only if the Market Price (as defined in Subsection G(c)(viii)) of
the Capital Stock for 20 Trading Dates (as defined in Subsection
G(c)(viii)) within any period of 30 consecutive Trading Dates,
including the last Trading Date of such 30 consecutive Trading
Date period (the "Measuring Date"), shall have exceeded $24.70
per share, subject to adjustment as provided below (the "Strike
Price").  On the date fixed for conversion, each outstanding
share of Series A Preferred Stock to be converted pursuant to
this Subsection G(c)(ii)(A) shall convert into that number of
shares of Capital Stock as shall be determined in accordance with
the Conversion Rate (as defined in Subsection G(c)(iv)) as in
effect on the date of conversion, plus the right to receive an
amount of cash equal to the accumulated unpaid dividends on such
share of Series A Preferred Stock to and including the Settlement
Date. The Strike Price shall be proportionately adjusted when, as
and if the Conversion Rate shall be adjusted pursuant to
Subsection G(c)(iv).

     (B) At any time and from time to time on and after February
15, 2001, and upon notice given as provided herein, the
Corporation may convert, in whole or in part, the outstanding
shares of Series A Preferred Stock.  On the date fixed for
conversion, each outstanding share of Series A Preferred Stock to
be converted pursuant to this Subsection G(c)(ii)(B) shall
convert into:

          (1)  the lesser of (x) that number of shares of
     Capital Stock as shall equal $50 divided by the Current
     Market Price (as defined in Subsection G(c)(viii)) per
     share of Capital Stock on the date of conversion, or
     (y) 10 shares of Capital Stock, subject to adjustment
     as provided below (the "Maximum Conversion Rate"); plus

          (2)  the right to receive an amount of cash equal
     to the accumulated unpaid dividends on such share of
     Series A Preferred Stock to and including the
     Settlement Date; plus

          (3)  the right to receive an amount of cash equal
     to dividends accrued since the immediately preceding
     Preferential Dividend Payment Date, calculated in
     accordance with Subsection G(a)(iv); provided, however,
     that no amount shall be due and payable pursuant to
     this clause (3) if the conversion date follows a record
     date for the payment of a Preferential Dividend and
     precedes the next succeeding Preferential Dividend
     Payment Date. 

The Maximum Conversion Rate shall be proportionately adjusted
when, as and if the Conversion Rate shall be adjusted pursuant to
Subsection G(c)(iv). 
 
     (iii) Conversion at the Option of the Holder.  At any time
and from time to time after the 60th day following the final
closing of the initial public offering of Series A Preferred
Stock, each holder of Series A Preferred Stock shall have the
right to convert, in whole or in part, the outstanding shares of
Series A Preferred Stock; provided, however, that if the shares
of Series A Preferred Stock to be converted have been earlier
called for conversion at the option of the Corporation, the right
of the holder to convert such shares will terminate as of 5:00
P.M., New York City time, on the business day immediately
preceding the date fixed for such conversion. Each outstanding
share of Series A Preferred Stock to be converted at the option
of the holder shall convert into that number of shares of Capital
Stock as shall be determined in accordance with the Conversion
Rate in effect on the Settlement Date, plus the right to receive
an amount of cash equal to the accumulated unpaid dividends on
such share of Series A Preferred Stock to be converted to and
including the Settlement Date.  In order to convert shares of
Series A Preferred Stock into Capital Stock the holder thereof
shall surrender, at the office in the United States designated by
the Corporation in writing from time to time for registration of
transfers and conversion, the certificate or certificates
therefor, duly endorsed to the Corporation or in blank, and give
written notice to the Corporation at said office that such holder
elects to convert such shares and shall state in writing therein
the name or names (with addresses) in which such holder wishes
the certificate or certificates for Capital Stock to be issued. 
Shares of Series A Preferred Stock surrendered for conversion
after the close of business on a record date for payment of
Preferential Dividends and before 9:00 A.M., New York time, on
the next succeeding Preferential Dividend Payment Date must be
accompanied by payment of an amount equal to the Preferential
Dividend thereon which is to be paid on such Preferential
Dividend Payment Date. Shares of Series A Preferred Stock shall
be deemed to have been converted on the date of the surrender of
such certificate or certificates for shares for conversion as
provided above, and the person or persons entitled to receive the
Capital Stock issuable upon such conversion shall be treated for
all purposes as the record holder or holders of such Capital
Stock on such date.  As soon as practicable on or after the date
of conversion as aforesaid, the Corporation will issue and
deliver a certificate or certificates for the number of full
shares of Capital Stock issuable upon such conversion, together
with cash for any fraction of a share, as provided in Subsection
G(c)(vi), to the person or persons entitled to receive the same.

     (iv) Conversion Rate; Adjustments.  The Conversion Rate to
be used to determine the number of shares of Capital Stock to be
delivered on the conversion of the Series A Preferred Stock into
shares of Capital Stock pursuant to Subsections G(c)(i), (ii) and
(iii) shall be initially 2.6316 shares of Capital Stock for each
share of Series A Preferred Stock; provided, however, that such
Conversion Rate shall be subject to adjustment from time to time
as provided below in this Subsection G(c)(iv).  All adjustments
to the Conversion Rate shall be calculated in 1/100ths of a share
of Capital Stock.  No adjustment of less than one percent (1%) of
the Conversion Rate shall be required; however, any such
adjustment not made due to such limitation shall be carried
forward and shall be taken into account in any subsequent
adjustment. Such rate in effect at any time is herein called the
"Conversion Rate."


     (A) If the Corporation shall:

               (1) pay a dividend or make a distribution
          with respect to the Capital Stock in shares of
          Capital Stock (other than a dividend or
          distribution which is also paid to holders of
          Series A Preferred Stock and in which such holders
          shall receive, with respect to each share of
          Series A Preferred Stock, the same number of
          shares of Capital Stock as shall be distributed
          with respect to the maximum number of shares of
          Capital Stock into which such share of Preferred
          Stock shall then be convertible at the option of
          the Corporation pursuant to Subsection G(c)(ii) or
          at the option of the holder pursuant to Subsection
          G(c)(iii), whichever is greater),

               (2) subdivide or split its outstanding shares
          of Capital Stock,

               (3) combine its outstanding shares of Capital
          Stock into a smaller number of shares, or

               (4) issue by reclassification of its shares
          of Capital Stock any shares of Capital Stock of
          the Corporation,

     then, in any such event, the Conversion Rate shall be
     adjusted by multiplying the Conversion Rate in effect
     immediately prior to the date of such event by a fraction,
     of which the numerator shall be the number of outstanding
     shares of Capital Stock immediately following such event,  
     and of which the denominator shall be the number of
     outstanding shares of Capital Stock immediately prior to
     such event. Such adjustment shall become effective at the
     opening of business on the business day next following the
     record date for determination of shareholders entitled to
     receive such dividend or distribution in the case of a
     dividend or distribution and shall become effective
     immediately after the effective date in case of a
     subdivision, split, combination, or reclassification.
     
          (B) If the Corporation shall pay a dividend or make a
     distribution to all holders of its Capital Stock of evidence
     of its indebtedness or other assets (including securities of
     the Corporation but excluding any regular quarterly
     dividends payable solely in cash out of funds legally
     available therefor at a rate fixed from time to time by the
     Board of Directors or distributions and dividends referred
     to in clause (A) above), or shall distribute to all holders
     of its Capital Stock rights or warrants to subscribe for or
     purchase securities of the Corporation or any of its
     subsidiaries (in each case other than a dividend or
     distribution which is also paid or made to holders of Series
     A Preferred Stock in which such holders shall receive, with
     respect to each share of Series A Preferred Stock, the same
     evidence of indebtedness or other assets, or the same rights
     or warrants, as shall be paid or distributed with respect to
     the maximum number of shares of Capital Stock into which
     each share of Preferred Stock shall then be convertible at
     the option of the Corporation pursuant to Subsection
     G(c)(ii) or at the option of the holder pursuant to
     Subsection(G)(c)(iii), whichever is greater), then in each
     such case the Conversion Rate shall be adjusted by
     multiplying the Conversion Rate in effect immediately prior
     to the date of such distribution by a fraction, of which the
     numerator shall be the Current Market Price per share of
     Capital Stock on the record date mentioned below, and of
     which the denominator shall be such Current Market Price per
     share of Capital Stock less the fair market value (as
     determined by the Board of Directors of the Corporation,
     whose determination shall be conclusive) as of such record
     date of the portion of the assets or evidences of
     indebtedness so distributed, or of such subscription rights
     or warrants, applicable to one share of Capital Stock.  Such
     adjustment shall become effective on the opening of business
     on the business day next following the record date for the
     determination of shareholders entitled to receive such
     distribution.

          (C)  Anything in this Subsection G(c)(iv)
     notwithstanding, the Board of Directors shall be entitled to
     make such upward adjustments in the Conversion Rate, in
     addition to those required by this Subsection G(c)(iv), (1)
     as the Board of Directors in its discretion shall determine
     to be advisable, in order that any stock dividends,
     subdivision of shares, distribution of rights to purchase
     stock or securities, or a distribution of securities
     convertible into or exchangeable for stock (or any
     transaction which could be treated as any of the foregoing
     transactions pursuant to Section 305 of the Internal Revenue
     Code of 1986, as amended, or any successor section thereto)
     hereafter made by the Corporation to its shareholders shall
     not be taxable; and (2) as the Board of Directors in its
     discretion shall determine to be necessary or appropriate in
     order to preserve the relative rights of the holders of
     Capital Stock, on the one hand, and the holders of Series A
     Preferred Stock, on the other hand, as such rights are set
     forth in this Certificate of Incorporation.

          (D)  In any case in which this Subsection G(c)(iv)
     shall require that an adjustment as a result of any event
     become effective at the opening of business on the business
     day next following a record date, and the date fixed for
     conversion pursuant to Subsection G(c)(i), (ii) or (iii)
     occurs after such record date, but before the occurrence of
     such event, the Corporation may in its sole discretion elect
     to defer the following until after the occurrence of such
     event:

               (1) issuing to the holder of any shares of the
          Series A Preferred Stock surrendered for conversion the
          additional shares of Capital Stock issuable upon such
          conversion over and above the shares of Capital Stock
          issuable upon such conversion on the basis of the
          Conversion Rate prior to adjustment; and 

               (2) paying to such holder any amount in cash in
          lieu of a fractional share of Capital Stock pursuant to
          Subsection G(c)(vi).

     (v)  Notice of Adjustments.  Whenever the Conversion Rate is
adjusted as herein provided, the Corporation shall:

          (A)  forthwith compute the adjusted Conversion Rate in
     accordance with Subsection G(c)(iv) and prepare a
     certificate signed by the Chief Executive Officer, the
     Chairman, the President, any Vice President or the Treasurer
     of the Corporation setting forth the adjusted Conversion
     Rate, Maximum Conversion Rate and, if applicable, Strike
     Price, the method of calculation thereof in reasonable
     detail and the facts requiring such adjustment and upon
     which such adjustment is based, and file such certificate
     forthwith with the transfer agent or agents for the Series A
     Preferred Stock and the Capital Stock; and

          (B)  mail a notice stating that the Conversion Rate,
     Maximum Conversion Rate and, if applicable, Strike Price,
     have been adjusted, the facts requiring such adjustment and
     upon which such adjustment is based and setting forth the
     adjusted Conversion Rate, Maximum Conversion Rate and, if
     applicable, Strike Price, to the holders of record of the
     outstanding shares of the Series A Preferred Stock at or
     prior to the time the Corporation mails an interim financial
     statement to its shareholders covering the quarter-yearly
     fiscal period during which the facts requiring such
     adjustment occurred, but in any event within 45 days of the
     end of such quarter-yearly fiscal period.

In addition to the foregoing, the Corporation will calculate and
provide notice to the transfer agent or agents for the Series A
Preferred Stock and the Capital Stock within 30 days after (1)
the date of initial issuance of the shares of Series A Preferred
Stock, or (2) the occurrence of any event triggering an
adjustment of the Maximum Conversion Rate, of the number of
shares of Capital Stock required to be reserved for issuance upon
conversion of the issued and outstanding shares of Series A
Preferred Stock; provided that no such notice need be sent if the
number of shares of Capital Stock then reserved is in excess of
the number of shares of Capital Stock required to be reserved as
so calculated.

     (vi) No Fractional Shares.  No fractional shares of Capital
Stock shall be issued upon conversion of shares of Series A
Preferred Stock but, in lieu of any fraction of a share of
Capital Stock which would otherwise be issuable in respect of the
aggregate number of shares of the Series A Preferred Stock
surrendered by the same holder for conversion on any conversion
date, the holder shall have the right to receive an amount in
cash equal to the same fraction of the Current Market Price of
the Capital Stock on the date of conversion. 

     (vii) Cancellation.  All shares of Series A Preferred Stock
which shall have been converted into shares of Capital Stock or
which shall have been purchased or otherwise acquired by the
Corporation shall assume the status of authorized but unissued
shares of Non-Voting Cumulative Preferred Stock undesignated as
to series.

     (viii) Definitions.  As used in this Subsection G:

          (A)   The term "business day" shall mean any day other
     than a Saturday, Sunday, or a day on which banking
     institutions in the States of New York or Ohio are
     authorized or obligated by law or executive order to close.

          (B)   The term "Current Market Price" per share of
     Capital Stock on any day shall be the average of the daily
     Market Prices for the five consecutive Trading Dates ending
     on the Trading Date immediately preceding the date of
     determination of the Current Market Price (appropriately
     adjusted to take into account the occurrence during such
     five-day period, or following such five-day period and prior
     to the date on which shares of Series A Preferred Stock are
     converted into Capital Stock, of any event that results in
     an adjustment of the Conversion Rate).

          (C)   The term "Market Price" for any day means (1) if
     the Capital Stock is listed or admitted for trading on the
     New York Stock Exchange (or any successor to such exchange)
     or, if not so listed or admitted, on any national or
     regional securities exchange, the last sale price, or the
     closing bid price if no sale occurred, of the Capital Stock
     on the principal securities exchange on which the Capital
     Stock is listed, or (2) if not listed or traded as described
     in clause (1), the last reported sales price of the Capital
     Stock on the National Market System of the National
     Association of Securities Dealers Automated Quotations
     System, or any similar system of automated dissemination of
     quotations of securities prices then in common use, if so
     quoted, or (3) if not quoted as described in clause (2), the
     mean between the high bid and the low asked quotations for
     the Capital Stock as reported by the National Quotation
     Bureau Incorporated if at least two securities dealers have
     inserted both bid and asked quotations for the Capital Stock
     on at least five of the ten preceding days.  If the Capital
     Stock is quoted on a national securities or central market
     system in lieu of a market or quotation system described
     above, then the closing price shall be determined in the
     manner set forth in clause (1) of the preceding sentence if
     actual transactions are reported and in the manner set forth
     in clause (3) of the preceding sentence if bid and asked
     quotations are reported but actual transactions are not.  If
     none of the conditions set forth above is met, the closing
     price of Capital Stock on any day or the average of such
     closing prices for any period shall be the fair market value
     of the Capital Stock as determined by a member firm of the
     New York Stock Exchange, Inc. (or any successor to such
     exchange) selected by the Corporation. 

          (D)  The term "Notice Date" shall mean the following:
     with respect to any notice given by the Corporation in
     connection with a conversion (including any potential
     conversion upon the effectiveness of a Merger or
     Consolidation) of any of the Series A Preferred Stock, the
     date of mailing of such notice to the holders of Series A
     Preferred Stock.

          (E)  The term "Settlement Date" shall mean the
     following:  with respect to a Merger or Consolidation, the
     business day immediately prior to the effective date of the
     Merger or Consolidation; with respect to a conversion of any
     of the Series A Preferred Stock at the option of the
     Corporation pursuant to Subsection G(c)(ii), the business
     day immediately prior to the effective date of the
     conversion as set forth in the notice given by the
     Corporation in connection therewith; and with respect to a
     conversion of any of the Series A Preferred Stock at the
     option of the holder pursuant to Subsection G(c)(iii), the
     date upon which the certificates representing shares of
     Series A Preferred Stock are surrendered for conversion.

          (F) The term "Trading Date" shall mean (1) a date on
     which the New York Stock Exchange (or any successor to such
     exchange) is open for the transaction of business, or (2) if
     the Capital Stock is not at such time listed or admitted for
     trading on the New York Stock Exchange (or any successor to
     such Exchange), a date upon which the principal national or
     regional securities exchange upon which the Capital Stock is
     listed or admitted to trading is open for the transaction of
     business, or (3) if not listed or admitted to trading as
     described in clauses (1) or (2), and if at such time the
     sales price of Capital Stock is quoted on the National
     Market System of the National Association of Securities
     Dealers Automated Quotations System, or any similar system
     of automated dissemination of quotations of securities
     prices then in common use, a date for which such system
     provides quotations with respect to securities upon which it
     reports, or (4) if not so quoted, and if at such time the
     bid and asked prices of the Capital Stock are reported by
     the National Quotation Bureau Incorporated, a date for which
     the National Quotation Bureau Incorporated provides bid and
     asked prices with respect to securities upon which it
     reports, or (5) if not so quoted, any business day. 
     
     (ix) Notice of Conversion.  The Corporation shall provide
notice of any exercise of its right to convert shares of Series A
Preferred Stock to holders of record of the Series A Preferred
Stock to be converted by mailing a notice of conversion (within
five business days after the Measuring Date, in the case of any
Notice Date with respect to a conversion date prior to February
15, 2001) to such holders, which notice will specify an effective
date of conversion that is not less than 15 nor more than 60 days
after the date of such notice. The Corporation will provide
notice of any potential conversion upon the effectiveness of a
Merger or Consolidation not less than 15 nor more than 60 days
prior to the effective date thereof; provided, however, that if
the timing of the effectiveness of a Merger or Consolidation
makes it impracticable to provide at least 15 days' notice, the
Corporation shall provide such notice as soon as practicable
prior to such effectiveness.  Each such notice shall be provided
by mailing notice of such conversion first class postage prepaid,
to each holder of record of the Series A Preferred Stock to be
converted, at such holder's address as it appears on the stock
register of the Corporation.  Each such notice shall state, as
appropriate, the following:

          (A) the conversion date; 

          (B) the number of shares of Series A Preferred Stock to
     be converted and, if less than all the shares held by such
     holder are to be converted, the number of such shares to be
     converted;

          (C) the number of shares of Capital Stock deliverable
     upon conversion, or a description of the formula pursuant to
     which such number shall be determined;

          (D) the place or places where certificates for such
     shares are to be surrendered for conversion; and

          (E) that dividends on the shares of Series A Preferred
     Stock to be converted will cease to accrue on the effective
     date of conversion.

     The Corporation's obligation to deliver shares of Capital
Stock and provide cash in accordance with this Subsection
G(c)(ix) shall be deemed fulfilled if, on or before an effective
date of conversion, the Corporation shall deposit, with a bank or
trust company having an office or agency in the Borough of
Manhattan in New York City, or which has an affiliate or
correspondent having an office or agency in the Borough of
Manhattan in New York City, which depository has a capital and
surplus of at least $50,000,000, such number of shares of Capital
Stock as are required to be delivered by the Corporation pursuant
to this Subsection G(c) upon the occurrence of the related
conversion, together with cash sufficient to pay all accumulated
unpaid dividends, cash in lieu of fractional share amounts and/or
any additional payment pursuant to Subsection G(c)(ii)(B)(3), if
applicable, on the shares to be converted as required by this
Subsection G(c), in trust for the account of the holders of the
shares to be converted, with irrevocable instructions and
authority to such bank or trust company that such shares and cash
be delivered upon conversion of the shares of Series A Preferred
Stock so converted.  Any interest accrued on such cash shall be
paid to the Corporation from time to time.  Any shares of Capital
Stock or cash so deposited and unclaimed at the end of three
years from such conversion date shall be repaid and released to
the Corporation, after which the holder or holders of such shares
of Series A Preferred Stock so converted shall look, subject to
applicable state escheat or unclaimed funds laws, only to the
Corporation for delivery of shares of Capital Stock and cash, if
applicable.  Each holder of shares of Series A Preferred Stock to
be converted shall surrender the certificates evidencing such
shares to the Corporation at the place designated in the notice
of such conversion and shall thereupon be entitled to receive
certificates evidencing shares of Capital Stock and cash, if
applicable, following such surrender and following the date of
such conversion.  In case fewer than all the shares of Series A
Preferred Stock represented by any such surrendered certificate
are converted, a new certificate shall be issued at the expense
of the Corporation representing the unconverted shares.  If such
notice of conversion (if required) shall have been duly given,
then, notwithstanding that the certificates evidencing any shares
of Series A Preferred Stock subject to conversion shall not have
been surrendered, the shares represented thereby subject to
conversion shall be deemed no longer outstanding, dividends with
respect to the shares of Series A Preferred Stock subject to
conversion shall cease to accrue after the date fixed for
conversion and all rights with respect to such shares subject to
conversion shall forthwith after such date cease and terminate,
except for the right of the holders to receive the shares of
Capital Stock and/or any applicable cash amounts without interest
upon surrender of their certificates therefor; provided that if
on the date fixed for conversion shares of Capital Stock and
cash, if applicable, necessary for the conversion shall have been
deposited by the Corporation in trust for the account of the
holders of the shares of Series A Preferred Stock so to be
converted as provided above, then the holder or holders of such
shares of Series A Preferred Stock so converted shall look only
to such bank or trust company for delivery of shares of Capital
Stock and cash, if applicable, unless and until such shares of
Capital Stock and cash are repaid and released to the
Corporation.  No holder of a certificate of shares of Series A
Preferred Stock shall be, or have any rights as, a holder of the
shares of Capital Stock issuable in connection with the
conversion thereof, including, without limitation, voting rights
or the right to receive any dividend from the Corporation with
respect to such shares of Capital Stock, until surrender of such
certificate for a certificate representing such Capital Stock.
Upon such surrender, there shall be paid to the holder the amount
of any dividend or other distribution (without interest) which
became payable in respect of the number of whole shares of
Capital Stock issuable upon such surrender on or after the
conversion date, but which was not paid by reason of any earlier
failure to surrender certificates that represented shares of
Series A Preferred Stock. If fewer than all the outstanding
shares of Series A Preferred Stock are to be converted at the
option of the Corporation, shares to be converted shall be
selected by the Corporation from outstanding shares of Series A
Preferred Stock by lot or pro rata (as nearly as may be) or by
any other method reasonably determined by the Board of Directors
of the Corporation to be appropriate and fair to the holders of
Series A Preferred Stock. 

     (x) Corporation's Option to Pay Accumulated Unpaid Dividends
in Common Stock Upon Conversion on or after February 15, 2001.
Notwithstanding anything to the contrary contained herein, if the
effective date of any conversion is on or after February 15, 2001
and if on such date there are accumulated unpaid dividends with
respect to the Series A Preferred Stock to be so converted, then
on such effective date the Corporation may deliver, in lieu of
any cash payment in respect of accumulated unpaid dividends and,
if applicable, any additional payment pursuant to Subsection
G(c)(ii)(B)(3), that number of shares of Capital Stock the
aggregate Current Market Price of which on such date shall equal
the amount of such cash payment. Such option may be exercised by
the Corporation for all or part of such cash payment.

     (xi) No Interest on Accumulated Unpaid Dividends. Any
payment with respect to accumulated unpaid dividends upon
conversion of shares of Series A Preferred Stock, whether such
payment is made in cash or, pursuant to Subsection G(c)(x), in
shares of Capital Stock, shall not provide for any interest on
such accumulated unpaid dividends.

     (d)  Voting Rights.

     (i) Holders of Series A Preferred Stock shall have no right
to vote on any matter submitted to a vote of shareholders of the
Corporation, except as otherwise provided by applicable law and
this Subsection G(d). In addition to any voting rights to which
the holders of shares of Series A Preferred Stock shall be
entitled pursuant to applicable law, whenever, at any time,
Preferential Dividends payable on the Series A Preferred Stock
shall be in arrears with respect to six (6) or more Preferential
Dividend Payment Dates, whether or not consecutive, the holders
of shares of Series A Preferred Stock shall have the right,
voting separately as a class with holders of shares of any one or
more series of Non-Voting Cumulative Preferred Stock, Series
Preference Stock and/or any other class or series of shares
ranking on a parity with shares of Series A Preferred Stock as to
dividends and upon which like voting rights have been conferred
and are exercisable, to elect two directors of the Corporation at
the Corporation's next meeting of shareholders at which directors
are to be elected and at each subsequent meeting of shareholders
at which directors are to be elected until such right is
terminated as provided in this Subsection G(d).  Upon the vesting
of such voting right in the holders of shares of Series A
Preferred Stock, the maximum authorized number of members of the
Board of Directors shall automatically be increased by two and
the two vacancies so created shall be filled by vote of the
holders of shares of Series A Preferred Stock (voting as a class
with the holders of shares of any one or more other class or
series of shares ranking on such a parity) as set forth herein. 
The right of the holders of shares of Series A Preferred Stock to
elect members of the Board of Directors of the Corporation as
aforesaid shall continue until such time as all dividends
accumulated on shares of Series A Preferred Stock shall have been
paid or deposited for payment in full, at which time such right
shall terminate, except as by law expressly provided, subject to
revesting in the event of each and every subsequent default of
the character above mentioned.

     (ii) Upon any termination of the right of the holders of
Series A Preferred Stock and, if applicable, the holders of
shares of any one or more other series of Non-Voting Cumulative
Preferred Stock, Series Preference Stock and/or other class or
series of shares ranking on such a parity to vote as a class for
directors as herein provided, the term of office of all directors
then in office elected by shares of Series A Preferred Stock and
such other series voting as a class shall terminate immediately. 
If the office of any director elected by the holders of shares of
Series A Preferred Stock and, if applicable, the holders of
shares of one or more other series of Non-Voting Cumulative
Preferred Stock, Series Preference Stock and/or other class or
series of shares on such a parity, voting as a class, becomes
vacant by reason of death, resignation, retirement,
disqualification, removal from office, or otherwise, the
remaining director elected by the holders of shares of Series A
Preferred Stock and, if applicable, the holders of shares of any
one or more other series of Non-Voting Cumulative Preferred
Stock, Series Preference Stock and/or other class or series of
shares ranking on such a parity, voting as a class, may choose a
successor who shall hold office for the unexpired term in respect
of which such vacancy occurred.  Whenever the special voting
powers vested in the holders of shares of Series A Preferred
Stock and the holders of shares of any one or more other series
of Non-Voting Cumulative Preferred Stock, Series Preference Stock
and/or other class or series of shares ranking on such a parity
to vote as a class for directors as provided in this Subsection
G(d)(ii) shall have expired, the number of directors shall become
such number as may be provided for in the By-Laws, or resolution
of the Board of Directors thereunder, irrespective of any
increase made pursuant to the provisions of this Subsection
G(d)(ii).

     (iii)  While any Series A Preferred Stock is outstanding,
the Corporation shall not, without the affirmative consent (given
in writing or at a meeting duly called for that purpose) of the
holders of at least two-thirds (2/3rds) of the aggregate number
of votes entitled to be exercised by holders of all affected
series of Non-Voting Cumulative Preferred Stock then outstanding
(provided that each other series shall have voting rights similar
or identical to the voting rights set forth in this Subsection
G(d)(iii)): (A) amend the Certificate of Incorporation of the
Corporation to authorize the creation of any class or series of
stock having a preference as to dividends or upon liquidation
senior to or on a parity with the Series A Preferred Stock
(hereinafter in this Subsection (G)(d)(iii) referred to as
"Senior Stock"); provided, however, that no such approval of
holders of Series A Preferred Stock (or other affected series of
Non-Voting Cumulative Preferred Stock having similar voting
rights) shall be required to amend the Certificate of
Incorporation of the Corporation to authorize the creation of any
series of Senior Stock that may be authorized out of the Non-
Voting Cumulative Preferred Stock or the Series Preference Stock,
the terms of which may be established by any amendment to the
Certificate  of Incorporation of the Corporation which may be
adopted by the Board of Directors of the Corporation without
shareholder approval, or (B) amend, alter or repeal the
Certificate of Incorporation of the Corporation in a manner that
would materially adversely affect the terms of Series A Preferred
Stock.

     (iv) With respect to any matter upon which holders of shares
of Series A Preferred Stock shall be entitled to vote pursuant to
this Subsection G(d), each such holder shall be entitled to
exercise the number of votes equal to the maximum number of
shares of Capital Stock into which the shares of Series A
Preferred Stock held by such holder shall then be convertible at
the option of the Corporation pursuant to Subsection G(c)(ii) or
at the option of the holder pursuant to Subsection (G)(c)(iii),
whichever is greater, on the record date for determining the
shareholders of the Corporation entitled to vote. 

     (e) Increase in Shares.

     The number of shares of Series A Preferred Stock may, to the
extent of the Corporation's authorized and unissued Non-Voting
Cumulative Preferred Stock, be increased by further resolution
duly adopted by the Board of Directors and the filing of an
amendment to the Certificate of Incorporation of the Corporation.

     (f)  Exclusive Rights. 

     Each holder of shares of Series A Preferred Stock shall hold
such Series A Preferred Stock subject to the right of the
Corporation to effect a conversion in accordance with the
provisions of Subsection G(c) hereof and, in the event of such a
conversion, shall have the right to receive, as full payment,
discharge and satisfaction of the obligations of the Corporation
with respect to such Series A Preferred Stock, only those shares
of Capital Stock and cash, if applicable, delivered as provided
in accordance with Subsection G(c) hereof.

     (g) Equal Rank.

     All shares of Series A Preferred Stock shall be identical in
all respects, and all shares of Series A Preferred Stock shall be
of equal rank with shares of Mandatorily Exchangeable Cumulative
Preference Stock, Series C, in respect of the preference as to
dividends and to payments upon the Liquidation of the
Corporation.