SECURITIES AND EXCHANGE COMMISSION
                      Washington, D.C. 20549



                          FORM 10-K / A



                         Amendment No. 1

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



For the Fiscal Year Ended                        Commission File
December 31, 1994                                Number 1-1550



               CHIQUITA BRANDS INTERNATIONAL, INC.



Incorporated under the                    I.R.S. Employer I.D.
Laws of New Jersey                        No. 04-1923360



          250 East Fifth Street, Cincinnati, Ohio 45202
                          (513) 784-8011





                             PART IV

ITEM 14 - EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS
          ON FORM 8-K


    (a)  3.  Exhibits

    See Index of Exhibits (page 4)  for a listing of all exhibits
filed with this Annual Report on Form 10-K, as amended.





SIGNATURE

   Pursuant to the  requirements of Section  13 or  15(d) of  the
Securities Exchange Act of  1934, the Registrant has  duly caused
this  Amendment  No.  1  to  be  signed  on  its  behalf  by  the
undersigned, thereunto duly authorized on June 28, 1995.

                              CHIQUITA BRANDS INTERNATIONAL, INC.



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





               CHIQUITA BRANDS INTERNATIONAL, INC.
                        Index of Exhibits

Exhibit 
 Number                        Description

 *3-a      Second Restated Certificate of Incorporation, filed as
           Exhibit  3(a) to Quarterly Report on Form 10-Q for the           
           quarter ended June 30, 1994

 *3-b      By-Laws, filed as Exhibit 3-b to Annual Report on Form
           10-K for the year ended December 31, 1992

    4      Registrant  has no  outstanding debt  issues exceeding
           10% of  the assets of Registrant  and its consolidated
           subsidiaries.    The Registrant  will  furnish  to the
           Securities  and  Exchange  Commission,  upon  request,           
           copies of all agreements  and instruments defining the
           rights  of  security  holders  for  debt  issues   not
           exceeding 10%  of  the assets  of  Registrant and  its
           consolidated subsidiaries.

*10-a      Lease of Lands  and Operating Contract between  United
           Brands   Company,  Chiriqui  Land   Company,  Compania
           Procesadora  de Frutas  and  the  Republic of  Panama,
           dated  January 8,  1976,  effective January  1,  1976,           
           filed as  Exhibit 10-a to  Annual Report on  Form 10-K
           for the year ended December 31, 1993

*10-b      Agreement dated April  22, 1976  effective January  1,
           1976  between Tela Railroad Company and the Government
           of Honduras, filed as Exhibit 10-b to Annual Report on
           Form 10-K for the year ended December 31, 1993

           Executive Compensation Plans

*10-c      1986 Stock  Option  and Incentive  Plan,  as amended,
           filed as Exhibit 10(c) to Quarterly Report on Form 10-
           Q for the quarter ended June 30, 1994

*10-d      Individual Stock  Option Plan and  Agreement, filed as
           Exhibit 4 to  Registration Statement on  Form S-8  No.
           33-25950 dated December 7, 1988

*10-e      Deferred Compensation Plan,  filed as Exhibit 10-e  to
           Annual Report on Form 10-K for the year ended December           
           31, 1992

 **11      Computation of Earnings Per Common Share

 **13      Chiquita Brands International, Inc. 1994 Annual Report
           to Shareholders  (pages 5  through 23 and  inside back
           cover)

 **21      Subsidiaries of Registrant
 **23      Consent of Independent Auditors

 **24      Powers of Attorney





 **27      Financial Data Schedule
99(a)      Annual Report on  Form 11-K for  the Chiquita  Savings
           and Investment Plan for 1994

99(b)      Annual  Report on Form 11-K for the John Morrell & Co.
           Salaried Employees Incentive Savings Plan for 1994

                                   
 *   Incorporated by reference.
**   Previously filed with Securities and Exchange Commission