8-A12B/A

               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

     COMMON STOCK, PAR VALUE      NEW YORK, PACIFIC, BOSTON
     $.01 PER SHARE

     If this form relates to the registration of a class of
securities pursuant to Section 12(b) of the Exchange Act and is
effective pursuant to General Instruction A.(c), check the
following box. [ ]

     If this form relates to the registration of a class of
securities pursuant to Section 12(g) of the Exchange Act and is
effective pursuant to General Instruction A.(d), check the
following box.  [ ]

Securities Act registration statement file number to which this
form relates: _____________ (if applicable)

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

                              NONE

                            STATEMENT

          This amended Form 8-A is being filed to amend and
restate the Form 8-A registration statement of Chiquita Brands
International, Inc.* (the "Company"), originally filed October
28, 1970, as it pertains to the Company's Common Stock, $.01 par
value, formerly its Capital Stock, $.33 par value (the "Common
Stock"). The amendments are changes in the title and par value of
the Common Stock which were effected pursuant to the Third
Certificate of Amendment to the Second Restated Certificate of
Incorporation filed with the Secretary of State of the State of
New Jersey on May 13, 1998.  This amended Form 8-A covering the
Common Stock also is being filed due to the expiration of the
original Form 8-A, in September 2000, in accordance with the
Commission's 30 year records retention period. 

ITEM 1.  Description of Registrant's Securities to be Registered.
         ______________________________________________________

     There currently are 200,000,000 authorized shares of Common
Stock, of which 64,458,656 shares were outstanding on June 15,
1998.

     Holders of Common Stock are entitled to one vote per share
for the election of directors (except directors to be elected in
certain circumstances pursuant to the terms of any then
outstanding preferred stock or preference stock) and for other
matters submitted to a vote of shareholders.  Shares of Common
Stock do not have cumulative voting rights.

     Holders of Common Stock are entitled to receive dividends
when and if declared by the Board of Directors, out of funds
legally available therefor; provided, however, that all dividends
on any then-outstanding preferred stock and preference stock must
be fully paid or declared and set apart before any dividends can
be paid or declared and set apart with respect to the Common
Stock.

     Upon liquidation, dissolution or winding-up of the Company,
the holders of the Common Stock are entitled to share ratably in
the assets of the Company remaining after the payment of all of
its debts and other liabilities and after payment due to the
holders of the Company's preferred stock and preference stock.

     Holders of Common Stock have no preemptive or other rights
to subscribe for or purchase additional securities of the
Company.  Holders of Common Stock have no conversion or
redemption rights with respect to the Common Stock.  All
outstanding shares of Common Stock are fully paid and
nonassessable.  


ITEM 2.  Exhibits 
         ________

**1. Second Restated Certificate of Incorporation, filed as
     Exhibit 3(a) to Quarterly Report on Form 10-Q for the
     quarter ended June 30, 1994 (containing the terms of the
     Company's Capital Stock and the $2.875 Non-Voting Cumulative
     Preferred Stock, Series A)

**2. Certificate of Amendment to the Second Restated Certificate
     of Incorporation, filed as Exhibit 3(a) to Quarterly Report
     on Form 10-Q for the quarter ended June 30, 1996
     (establishing the terms of the Company's $3.75 Convertible
     Preferred Stock, Series B)

**3. Second Certificate of Amendment to the Second Restated
     Certificate of Incorporation, filed as Exhibit 3.1 to
     Current Report on Form 8-K (Date of Report September 15,
     1997) (establishing the terms of the Company's $2.50
     Convertible Preference Stock, Series C)






                              - 2 -

   4.     Third Certificate of Amendment to the Second Restated
          Certificate of Incorporation (changing the name and par
          value of the Capital Stock, $.33 par value, to Common
          Stock, $.01 par value and increasing the number of
          authorized shares)

   5.     Fourth Certificate of Amendment to the Second Restated
          Certificate of Incorporation (reducing the number of
          shares designated as $2.50 Convertible Preference
          Stock, Series C)  

_______________________

*Name changed from United Brands Company.
**Incorporated herein by reference.





















                              - 3 -
                            SIGNATURE

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


CHIQUITA BRANDS INTERNATIONAL, INC.


By: /s/ Robert W. Olson
    Robert W. Olson
    Senior Vice President, General Counsel
         and Secretary

Date: June 18, 1998








































                              - 4 -

EX-4

                                                        EXHIBIT 4

                 THIRD CERTIFICATE OF AMENDMENT
                             TO THE
          SECOND 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:9-2(4) and 14A:9-
4(3) the undersigned corporation, Chiquita Brands International,
Inc. (the "Corporation"), executes the following Certificate of
Amendment to its Second Restated Certificate of Incorporation, as
amended (the "Certificate of Incorporation").

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

     2.   The Second Restated Certificate of Incorporation of the
          Corporation is hereby amended as follows:

          (a)  The first paragraph of Section IV of the
          Certificate of Incorporation is amended to change the
          title of the "Capital Stock, par value $.33 per share,"
          to "Common Stock, par value $.01 per share."

          (b)  The first paragraph of Section IV of the
          Certificate of Incorporation is amended to increase the
          aggregate authorized number of shares of Common Stock
          which the corporation is authorized to issue from One
          Hundred Fifty Million (150,000,000) shares to Two
          Hundred Million (200,000,000) shares.

          As so amended by the amendments described in paragraphs
          2(a) and 2(b) above, the first paragraph of Section IV
          of the Certificate of Incorporation shall read in its
          entirety as follows:


                           "SECTION IV

                    The aggregate number of shares which the
               Corporation is authorized to issue is 214,000,000
               shares divided into:

                    (i) 200,000,000 shares of Common Stock, par
               value $.01 per share ("Common Stock"),

                    (ii) 4,000,000 shares of Cumulative
               Preference Stock, issuable in series, without
               nominal or par value ("Series Preference Stock"),
               and

                    (iii) 10,000,000 shares of Non-Voting
               Cumulative Preferred Stock, issuable in series,
               par value $1 per share ("Non-Voting Preferred
               Stock").

          The designations, preferences, rights and restrictions,
          to the extent that the same have been determined, and
          the manner of determining other designations,
          preferences, rights and restrictions of each series of
          Series Preference Stock and Non-Voting Preferred Stock
          are set forth in this Section IV."

          In addition, all references in the Certificate of 
          Incorporation of the Corporation referring to "Capital Stock"
          shall be changed to read "Common Stock."

          (c) The Certificate of Incorporation of the
          Corporation, is further amended to add a new Section
          IX, to read in its entirety as follows:

                           "SECTION IX

                    Unless otherwise provided by law or by this
               Certificate of Incorporation, any amendment to
               this Second Restated Certificate of Incorporation,
               as amended, adopted after June 1, 1998 shall be
               adopted upon receiving the affirmative vote of a
               majority of the votes cast by the holders of
               shares entitled to vote thereon and, in addition,
               if any class or series of shares is entitled to
               vote thereon as a class, the affirmative vote of a
               majority of the votes cast in each class vote."

     3.   The amendments set forth in this Certificate of
          Amendment were duly adopted by the Shareholders of the
          Corporation on May 13, 1998.

     4.   The total number of shares entitled to vote on each of
          the amendments set forth above was 64,449,196.  The
          affirmative vote of two-thirds of the votes cast by the
          holders of shares of Capital Stock, $.33 par value per
          share, and $2.50 Convertible Preference Stock, Series
          C, without par value, voting as a single class, was
          required to adopt the foregoing amendments to the
          Certificate of Incorporation of the Corporation.

     5.   (a) The total number of shares voted in favor of the
          amendment set forth in paragraph 2(a) of this
          Certificate of Amendment was 52,694,204 and the total
          number of shares voted against the amendment was
          641,842.

          (b) The total number of shares voted in favor of the
          amendment set forth in paragraph 2(b) of this
          Certificate of Amendment was 51,698,392 and the total
          number of shares voted against the amendment was
          1,622,177.

          (c) The total number of shares voted in favor of the
          amendment set forth in paragraph 2(c) of this
          Certificate was 45,526,233 and the total number of
          shares voted against the amendment was 1,321,938.

     IN WITNESS WHEREOF, the undersigned has signed this
Certificate of Amendment to the Certificate of Incorporation this
13th day of May, 1998.

                              CHIQUITA BRANDS INTERNATIONAL, INC.


                              By:/s/ Robert W. Olson
                                 ________________________________
                                   Robert W. Olson
                                   Senior Vice President,
                                   General Counsel and Secretary

EX-5

                                                        EXHIBIT 5

                 FOURTH CERTIFICATE OF AMENDMENT
                             TO THE 
          SECOND 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) and 14A:9-1,
the undersigned corporation, Chiquita Brands International, Inc.
(the "Corporation"), executes the following Fourth Certificate of
Amendment to its Second Restated Certificate of Incorporation
(the "Certificate of Incorporation").

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

     2.   The following resolutions amending the Second Restated
          Certificate of Incorporation, as amended, to reduce the
          number of shares classified as $2.50 Cumulative
          Preference Stock, Series C, was duly adopted by the
          Executive Committee of the Board of Directors of the
          Corporation as of the 6th day of March, 1998, 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 the resolutions adopted by the
               Executive Committee as of September 7, 1997, which
               classified 100,000 shares of the Corporation's
               Voting Cumulative Preference Stock as a new series
               designated as $2.50 Convertible Preference Stock,
               Series C ("Series C Preference Stock"), are hereby
               modified to reduce the number of authorized shares
               of Series C Preference Stock from 100,000 to
               84,371 shares (being the total number of shares of
               Series C Preference Stock currently outstanding).

               RESOLVED, that the Corporation's Second Restated
               Certificate of Incorporation, as amended, is
               further amended as follows: the first paragraph of
               Subsection F. of Section IV of such Certificate
               titled "SPECIAL PROVISIONS APPLICABLE TO SERIES C
               PREFERENCE STOCK" is amended to read in its
               entirety as follows:

                    "SUBSECTION F. SPECIAL PROVISIONS
                    APPLICABLE TO SERIES C PREFERENCE STOCK

                         There is hereby established a series of
                    the Corporation's Voting Cumulative
                    Preference Stock, without nominal or par
                    value, which shall be designated "$2.50
                    Convertible Preference Stock, Series C"
                    ("Series C Preference Stock") and shall
                    consist of Eighty Four-Thousand Three-Hundred
                    Seventy-One (84,371) shares, and no more. 
                    The relative, participating, optional and
                    other special rights and the qualifications,
                    limitations and restrictions of the Series C
                    Preference Stock shall be as follows:"

          RESOLVED, that the officers of the Corporation are
          authorized to execute and file a Certificate of Amend-
          ment with the New Jersey Secretary of State to effect

          such amendment and to do any and all other acts
          necessary to effect this amendment.

     3.   The Certificate of Incorporation is hereby amended to
     reduce the number of authorized shares of Series C
     Preference Stock from 100,000 to 84,371 shares.

     IN WITNESS WHEREOF, the undersigned has signed this Fourth
Certificate of Amendment to the Certificate of Incorporation this
26th day of May, 1998.


                              CHIQUITA BRANDS INTERNATIONAL, INC.


                              By:/s/ Robert W. Olson             
                                 ________________________________
                                   Robert W. Olson
                                   Senior Vice President, General
                                   Counsel and Secretary