S-8

Filed with the Securities and Exchange Commission on July 22, 2010

Registration No. 333-            

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Chiquita Brands International, Inc.

(Exact name of registrant as specified in its charter)

New Jersey	04-1923360
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

250 East Fifth Street, Cincinnati, Ohio 45202

(Address of principal executive offices) (Zip code)

CHIQUITA STOCK AND INCENTIVE PLAN

(Full title of the plan)

James E. Thompson, Esq.

Senior Vice President, General Counsel and Secretary

Chiquita Brands International, Inc.

250 East Fifth Street

Cincinnati, Ohio 45202

(513) 784-8000

(Name, address and telephone number, including area code, of agent for service)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	¨	Accelerated filer	x
Non-accelerated filer	¨  (Do not check if a smaller reporting company)	Smaller reporting company	¨

CALCULATION OF REGISTRATION FEE

Title of securities to be registered1	Amount to be registered2	Proposed maximum offering price per share3	Proposed maximum aggregate offering price3	Amount of registration fee
Common Stock, $0.01 par value	1,100,000	$12.07	$13,277,000	$946.65

¹ The securities to be registered include options and rights to acquire Common Stock.

² This registration statement also covers such indeterminable number of additional shares of Common Stock of the registrant as may become issuable with respect to any or all of such shares pursuant to the antidilution provisions of the plan.

³ The proposed maximum offering price per share and the proposed maximum aggregate offering price are estimated solely for purposes of calculating the registration fee and are based, pursuant to Rule 457(h) under the Securities Act of 1933, upon the average of the high and low prices of the Common Stock on July 20, 2010, as reported on the New York Stock Exchange.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Explanatory Note: This registration statement on Form S-8 registers an additional 1,100,000 shares of the Common Stock of Chiquita Brands International, Inc. which may be issued pursuant to the Chiquita Stock and Incentive Plan (the “Plan”). Previous registration statements on Form S-8 registered 5,925,926 shares (File No. 333-88514) and 3,500,000 shares (File No. 333-135522) of Common Stock under the Plan. The contents of those registration statements are incorporated herein by reference except to the extent that an Item is restated below.

Item 5. Interests of Named Experts and Counsel

No longer applicable.

Item 8. Exhibits

4	Chiquita Stock and Incentive Plan as amended through March 31, 2010, incorporated by reference to Appendix A to definitive Proxy Statement of Chiquita Brands International, Inc. for Annual Meeting of Shareholders held May 27, 2010, included as part of Schedule 14A filed on April 13, 2010.
5	Opinion of Counsel
23.1	Consent of Counsel (included in Exhibit 5.1)
23.2	Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm
23.3	Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm
24	Power of Attorney (included on signature page)

SIGNATURE

The Registrant. Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cincinnati, State of Ohio as of the 22nd day of July, 2010.

CHIQUITA BRANDS INTERNATIONAL, INC.
By:	/s/    Fernando Aguirre
	Fernando Aguirre,
	Chairman of the Board, President and Chief Executive Officer

SIGNATURES AND POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints Michael B. Sims and James E. Thompson and each of them severally, as his or her true and lawful attorney-in-fact and agent, each acting alone with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement on Form S-8 and to file the same, with all exhibits thereto, and all documents in connection therewith, with the SEC, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated as of July 22, 2010.

Signature	Title
/s/    Fernando Aguirre         Fernando Aguirre	Chairman of the Board, President, and Chief Executive Officer
/s/    Michael B. Sims         Michael B. Sims	Senior Vice President and Chief Financial Officer (Principal Financial Officer)

/s/    Lori A. Ritchey         Lori A. Ritchey	Vice President, Controller and Chief Accounting Officer (Principal     Accounting Officer)
/s/    Kerrii B. Anderson         Kerrii B. Anderson	Director
/s/    Howard W. Barker, Jr.         Howard W. Barker, Jr.	Director
/s/    William H. Camp         William H. Camp	Director
/s/    Robert W. Fisher         Robert W. Fisher	Director
/s/    Dr. Clare M. Hasler         Dr. Clare M. Hasler	Director
/s/    Durk I. Jager         Durk I. Jager	Director
/s/    Jaime Serra         Jaime Serra	Director
/s/    Steven P. Stanbrook         Steven P. Stanbrook	Director

EX-5

Exhibits 5 and 23.1

July 22, 2010

RE:	Chiquita Brands International, Inc.
	Registration Statement on Form S-8

Chiquita Brands International, Inc.

250 East Fifth Street

Cincinnati, Ohio 45202

Dear Sirs:

We have acted as special New Jersey counsel for Chiquita Brands International, Inc., a New Jersey corporation (the “Company”), in connection with the Registration Statement on Form S-8 (the “Registration Statement”) being filed by the Company with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended (the “Securities Act”), relating to the registration of an additional 1,100,000 shares of Common Stock, $.01 par value per share, of the Company (the “Shares”), issuable pursuant to the Chiquita Brands International, Inc. Stock and Incentive Plan (the “Plan”).

In so acting, we have examined, and relied as to matters of fact upon, the originals, or copies certified or otherwise identified to our satisfaction, of the Certificate of Incorporation and By-laws of the Company, the Plan, and such other certificates, records, instruments and documents, and have made such other and further investigations, as we have deemed necessary or appropriate to enable us to express the opinion set forth below. In such examination, we have assumed the genuiness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies, and the authenticity of the originals of such latter documents.

Based upon the foregoing, we are of the opinion that:

1. Upon issuance and delivery by the Company of the Shares pursuant to the provisions of the Plan and payment of the purchase price therefor in accordance with the terms set forth in the Plan, in cash or other consideration permitted under Section 14A:7-5 of the New Jersey Business Corporation Act, the Shares issued thereunder will be legally issued, fully paid and non-assessable.

The issuance of the Shares is subject to the continuing effectiveness of the Registration Statement and the qualification, or exemption from registration, of such Shares under certain state securities laws.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving the foregoing consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act, or the rules and regulations of the Securities and Exchange Commission promulgated thereunder.

Very truly yours,

/s/ McCarter & English, LLP

McCarter & English, LLP

EX-23.2

Exhibit 23.2

Consent of Independent Registered Public Accounting Firm

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our reports dated February 26, 2010 relating to the financial statements, financial statement schedules, and the effectiveness of internal control over financial reporting, which appear in Chiquita Brands International, Inc., Annual Report on Form 10-K for the year ended December 31, 2009.

/s/ PricewaterhouseCoopers LLP

Cincinnati, Ohio

July 21, 2010

EX-23.3

Exhibit 23.3

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in this Registration Statement on Form S-8 and related prospectus of Chiquita Brands International, Inc. (the company), pertaining to the Chiquita Stock and Incentive Plan, of our report dated February 27, 2008 (except for the items restated for the company’s sale of 100% of the outstanding stock of Atlanta AG, as described in Note 3, and the modification of the company’s reportable business segments as described in Note 18, as to which the date is February 26, 2009) with respect to the consolidated statements of income, shareholders’ equity and cash flow of the company for the year ended December 31, 2007, included in the 2009 Annual Report to Shareholders of Chiquita Brands International, Inc., filed with the Securities and Exchange Commission.

Our audit also included the financial statement schedules of Chiquita Brands International, Inc. as of December 31, 2007 and for the year then ended, listed in Item 15(a) of the Annual Report on Form 10-K incorporated by reference in this Registration Statement. These schedules are the responsibility of the company’s management. Our responsibility is to express an opinion based on our audit. In our opinion, the financial statement schedules referred to above, when considered in relation to the basic financial statements taken as a whole, present fairly in all material respects the information set forth therein.

/s/ Ernst & Young LLP

Cincinnati, Ohio

July 21, 2010