8-K

                                    FORM 8-K




                       SECURITIES AND EXCHANGE COMMISSION


                             Washington, D.C. 20549




                                 CURRENT REPORT




                     Pursuant to Section 13 or 15(d) of the
                       Securities and Exchange Act of 1934

                        Date of Report (Date of Earliest
                         Event Reported): March 20, 2002




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




  New Jersey                    1-1550                         04-1923360
 (State or other               (Commission                     (IRS Employer
 jurisdiction of               File Number)                  Identification No.)
  incorporation)




                  250 East Fifth Street, Cincinnati, Ohio 45202
                    (Address of principal executive offices)

               Registrant's telephone number, including area code:
                                 (513) 784-8000



                    INFORMATION TO BE INCLUDED IN THE REPORT

Items 1, 2, 3, 4, 6, 8 and 9 are not applicable and are omitted from this
Report.

Item 5.  Other Events.

On March 20, 2002, the Company announced that Cyrus F. Freidheim, Jr., was
elected chairman of the board and chief executive officer of the Company and
Robert W. Fisher, a member of the Board, was named acting chief operating
officer. Steven G. Warshaw resigned as president, chief executive officer and a
director.

Reference is made to the Company's Press Release dated March 20, 2002, attached
hereto as exhibit 99.1.

Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits.

(c) Exhibits

99.1      Press Release of the Company dated March 20, 2002.





                                   SIGNATURES



Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.


Date:  March 21, 2002                        CHIQUITA BRANDS INTERNATIONAL, INC.


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

EX-99.1

                                                                    Exhibit 99.1


                                                                        Contact:
                                                                   Dick Kosmicki
                                                                    513-784-8014

                CYRUS F. FREIDHEIM, JR. ELECTED CHAIRMAN AND CEO
                     OF CHIQUITA BRANDS INTERNATIONAL, INC.

                      ROBERT W. FISHER APPOINTED ACTING COO

For Immediate Release

Cincinnati, March 20--Chiquita Brands International, Inc. (NYSE: CQB), the
world's largest banana producer, announced today that Cyrus F. Freidheim, Jr.,
was elected chairman of the board and chief executive officer. Freidheim, 66,
will retire as vice chairman of Booz Allen & Hamilton at the end of this month
after 35 years of service with the firm.

Steven G. Warshaw, who successfully led the company through the difficult
bankruptcy reorganization process, has resigned as president, chief executive
officer and as a director of the company.

Robert W. Fisher, a Board member and former president of Dole Food Co., was
named acting chief operating officer. Fisher, 64, also served as chief operating
officer of The Noboa Group, the largest private banana company, and as president
of Geest Banana Co.

Freidheim commended Warshaw for his dedicated work in helping put together a
reorganization plan acceptable to the court and the creditors. "Steve provided
leadership during the most difficult period in the company's history," Freidheim
said. "We all wish Steve well in the next phase of his career.

"I consider it a privilege to head up one of the oldest and most distinguished
companies in the United States. Chiquita is one of the most recognizable and
successful brand names in the world and it has become synonymous with quality.



"Thanks to the dedication and hard work of our loyal employees in North America,
Europe and Latin America, we have weathered the storm and have emerged intact
from our Chapter 11 reorganization.

"Our focus in the weeks and months ahead will be rebuilding as we all work
together to restore profitability, grow shareholder value and resume our
position of leadership in the industry."

Freidheim said the board and the company's top managers would conduct an
intensive top-to-bottom review of company operations over the next few months to
determine the future course of Chiquita Brands.

Other board members besides Freidheim and Fisher include: Morten Arntzen, 46,
chief executive officer for American Marine Advisors, a merchant banking company
for global shipping; Jeffrey Benjamin, 40, managing director of investment
banking firm Libra Securities LLC; Roderick Hills, 71, chairman of Hills
Enterprises Ltd., an investment consulting firm, and former chairman of the
Securities and Exchange Commission; and Carl H. Lindner, former chairman of the
board of Chiquita Brands International.

Freidheim has over 35 years of business consulting experience with some of the
world's leading corporations in 15 countries. His clients were spread across
several industries including food, consumer products, and agribusiness.
Freidheim has specialized in strategy and restructuring of global corporations,
including playing a key role in devising and implementing the successful
government-backed program to restore the Chrysler Corporation to profitability.

The new board also reaffirmed the Company's previous statements that the
financial projections prepared last May in connection with its restructuring
discussions and that were subsequently publicly disclosed in connection with the
Chapter 11 process will not be updated and should not be regarded as the
company's prediction of future performance. Principally due to seasonality and
volatility inherent in its business, Chiquita will resume its prior practice of
not publishing or publicly disclosing financial projections.

Chiquita Brands International, Inc., is a leading international marketer,
producer and distributor of bananas and other quality fresh and processed foods
sold under the Chiquita and other brand names. The Company is the U.S. leader of
private label canned

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vegetables and has a growing export business. The diversified foods product line
includes fruits and vegetable juices and beverages; processed bananas and other
processed fruits and vegetables; fresh cut and ready-to-eat salads; and edible
oil-based products.

This press release contains certain statements that are "forward-looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995. These statements are subject to a number of assumptions, risks and
uncertainties, including continued maintenance of the reforms agreed to by the
U.S. and EU regarding the EU's banana import regime, the continuing availability
of sufficient borrowing capacity or other financing to fund operations, capital
spending and working capital requirements, the prices at which Chiquita can sell
its products, the availability of and the costs at which it can purchase or grow
fresh produce and other raw materials, currency exchange rate fluctuations,
natural disasters and unusual weather conditions, operating efficiencies, labor
relations, actions of governmental bodies, and other market and competitive
conditions, many of which are beyond the control of Chiquita. The
forward-looking statements speak as of the date made and are not guarantees of
future performance. Actual results or developments may differ materially from
the expectations expressed or implied in the forward- looking statements, and
the Company undertakes no obligation to update any such statements.

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