8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

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): September 28, 2004 (September 28, 2004)

CHIQUITA BRANDS INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

New Jersey	1-1550	04-1923360
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

250 East Fifth Street, Cincinnati, Ohio 45202

(Address of Principal Executive Offices)

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

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01. Other Events

On September 28, 2004, Chiquita Brands International, Inc. (the “Company”) announced that it has completed its sale of $250 million aggregate principal amount of Senior Notes due 2014. This transaction is described in the press release attached as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits

(c) Exhibits.

    99.1 News release of Chiquita Brands International, Inc. dated September 28, 2004 relating to completion of its sale of $250 million principal amount of senior notes due 2014.

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: September 28, 2004	CHIQUITA BRANDS INTERNATIONAL, INC.
	By:	/s/ Robert W. Olson
		Robert W. Olson
		Senior Vice President, General Counsel and Secretary

EX-99.1

Exhibit 99.1

News Release

Contact: Michael Mitchell, (513) 784-8959, mmitchell@chiquita.com

CHIQUITA BRANDS INTERNATIONAL ANNOUNCES COMPLETION OF ITS SALE

OF $250 MILLION OF 7 ¹/2% SENIOR NOTES DUE 2014

CINCINNATI – Sept. 28, 2004 — Chiquita Brands International, Inc. (NYSE: CQB) announced today the completion of its sale of $250 million of 7 ¹/2% Senior Notes due 2014. The company intends to use the net proceeds from the offering to retire its $250 million aggregate principal amount of 10.56% Senior Notes due 2009. The company purchased today approximately $209 million aggregate principal amount of the 10.56% Senior Notes that were tendered pursuant to the early tender provisions of the previously announced tender offer and consent solicitation for the 10.56% Senior Notes.

The notes were offered in the United States to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933 and outside the United States pursuant to Regulation S under the Securities Act. The notes have not been registered under the Securities Act and may not be offered or sold in the United States without registration or an applicable exemption from the registration requirements.

This press release is neither an offer to sell nor the solicitation of an offer to buy the notes or any other securities and shall not constitute an offer, solicitation or sale in any jurisdiction in which, or to any persons to whom, such an offer, solicitation or sale is unlawful. Any offers of the notes will be made only by means of a private offering memorandum.

Chiquita Brands International, Inc. is a leading international marketer, producer and distributor of high-quality bananas and other fresh produce, which are sold under Chiquita^® premium brands and related trademarks. The company is one of the largest banana producers in the world and a major supplier of bananas in Europe and North America. The company also distributes and markets fresh-cut fruit and other branded, value-added fruit products. Additional information is available at www.chiquita.com.

# # #