March 28, 2005

via U.S. mail

Mr. Robert W. Olson, Esq.
Senior Vice President, General Counsel, and Secretary
Chiquita Brands International, Inc.
250 East Fifth Street
Cincinnati, Ohio  45202

RE:	Chiquita Brands International, Inc.
	Form S-3 filed March 8, 2005
	File No. 333-123181

	Form 8-K
	Filed February 23, 2005
	File No. 1-01550

Dear Mr. Olson:

      	We have limited our review of the above-referenced
filings
to the requirements of Rule 3-05 of Regulation S-X as it relates
to
your Form 8-K filed on February 23, 2005 and have the following
comments.  Where indicated, we think you should revise your
documents
in response to these comments.  If you disagree, we will consider
your explanation as to why our comment is inapplicable or a
revision
is unnecessary.  Please be as detailed as necessary in your
explanation.  In some of our comments, we may ask you to provide
us
with supplemental information so we may better understand your
disclosure.  After reviewing this information, we may or may not
raise additional comments.

 	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your
filings.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

General

1. We note your discussion in the Form 8-K filed on February 23,
2005
of your Stock Purchase Agreement with Performance Food Group for
the
acquisition of their Fresh Express salad and fruit business
entered
into on February 22, 2005.  Supplementally, please provide your
analysis of whether the acquisition is significant under Rule 3-05
of
Regulation S-X such that financial statements and pro forma
financial
information will be required to be filed.  In this regard, please
note that if the acquisition is sufficiently significant, this
information will be required to be filed prior to effectiveness of
this registration statement.  We may have further comment upon
reviewing your response.

Closing Comments

      As appropriate, please amend your filings in response to
these
comments.  You may wish to provide us with marked copies of the
amendments to expedite our review.  Please furnish a cover letter
with your amendment that keys your responses to our comments and
provides any requested supplemental information.  Detailed cover
letters greatly facilitate our review.  Please understand that we
may
have additional comments after reviewing your amendment and
responses
to our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

	Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:

?	should the Commission or the staff, acting pursuant to
delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;

?	the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and

?	the company may not assert staff comments and the declaration
of
effectiveness as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the
United States.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.

      We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

      If you have any questions, please contact Melinda Kramer at
(202) 942-1938 or, in her absence, Tangela Richter, Branch Chief,
at
(202) 942-1837.  Please address all correspondence to mail stop
04-
05.

								Sincerely,



								H. Roger Schwall
								Assistant Director



CC:	Melinda Kramer
	Tangela Richter
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Chiquita Brands International, Inc.
March 28, 2005
page 1


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0405

         DIVISION OF
CORPORATION FINANCE