AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 13, 2002
REGISTRATION NO. 333-_________

================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------------------------------
FORM S-3
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
---------------------------------------------
FRESH BRANDS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

WISCONSIN 39-2019963
(STATE OR OTHER JURISDICTION OF (IRS EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)

FRESH BRANDS, INC.
2215 UNION AVENUE
SHEBOYGAN, WISCONSIN 53081
(920) 457-4433
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING
AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
---------------------------------------------
ELWOOD F. WINN
PRESIDENT AND CHIEF EXECUTIVE OFFICER
FRESH BRANDS, INC.
2215 UNION AVENUE
SHEBOYGAN, WISCONSIN 53081
(920) 457-4433
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING
AREA CODE, OF AGENT FOR SERVICE)
---------------------------------------------
With copies of all orders, notices and communications to:
STEVEN R. BARTH, ESQ.
FOLEY & LARDNER
777 EAST WISCONSIN AVENUE
MILWAUKEE, WISCONSIN 53202
(414) 271-2400
---------------------------------------------

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC -- From time
to time after the effective date of this registration statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, check the following box.[ ]
If any of the securities being registered on this form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933 (the "Securities Act"), other than securities offered only in connection
with dividend or interest reinvestment plans, please check the following box.
|X|
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]

---------------------------------------------

CALCULATION OF REGISTRATION FEE
==================================================================================================================
TITLE OF EACH CLASS AMOUNT PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
OF SECURITIES TO BE OFFERING PRICE AGGREGATE REGISTRATION
TO BE REGISTERED REGISTERED(1) PER UNIT OFFERING PRICE FEE
- ------------------------------------------------------------------------------------------------------------------
Common Stock, $0.05

par value 200,000 shares $17.70 (2) $3,540,000 (2) $326.00

Common Stock
Purchase Rights 200,000 rights (3) (3) (3)
==================================================================================================================
(1) This registration statement also covers any additional shares of Common Stock and Common Stock Purchase Rights
issued to the Selling Shareholders as owners of the shares registered for sale hereby by reason of any stock
dividend, stock split, recapitalization or other similar transaction effected without the receipt of
consideration.
(2) Estimated solely for the purpose of determining the registration fee and calculated in accordance with Rule
457(c) under the Securities Act on the basis of the average of the high and low prices of Fresh Brands, Inc.'s
Common Stock on March 6, 2002 as quoted on the Nasdaq National Market.
(3) The value attributable to the Common Stock Purchase Rights is reflected in the market price of the Common Stock
to which the Rights are attached.

---------------------------------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE
SECURITIES ACT OF 1933, AS AMENDED OR UNTIL THE REGISTRATION STATEMENT SHALL
BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION
8(A), MAY DETERMINE.
================================================================================

THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. THE
SELLING SHAREHOLDERS NAMED HEREIN MAY NOT SELL THESE SECURITIES UNTIL THE
REGISTRATION STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS
EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES, AND THE
SELLING SHAREHOLDERS ARE NOT SOLICITING AN OFFER TO BUY THESE SECURITIES, IN ANY
STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.

Subject to Completion dated: March 13, 2002

PROSPECTUS

FRESH BRANDS, INC.

200,000 SHARES OF COMMON STOCK

This prospectus is part of a registration statement that we filed with
the Securities and Exchange Commission relating to the public offering of shares
of our common stock, and the associated common stock purchase rights (together,
"Common Stock"). The shares of Common Stock that may be sold pursuant to this
prospectus include 184,849 shares owned by the "Selling Shareholders" listed on
page 8 of this prospectus. The sale of the shares is not being underwritten. The
Selling Shareholders may sell or distribute the shares in the manner set forth
beginning on page 8 of this prospectus, including through dealers, brokers or
other agents, or directly to one or more purchasers from time to time or at any
time during which the registration statement is effective. The price may be the
market price prevailing at the time of sale or a privately negotiated price.

We will not receive any of the proceeds from the sale of the shares. We
will pay the expenses incident to the shares' registration.

------------------------

Our Common Stock is quoted on the Nasdaq National Market under the symbol
"FRSH." On __________, 2002, the last reported sale price of our Common Stock
was $_____ per share.

------------------------

INVESTING IN OUR COMMON STOCK INVOLVES RISK. SEE "RISK FACTORS" BEGINNING
ON PAGE 3 OF THIS PROSPECTUS TO READ ABOUT CERTAIN FACTORS YOU SHOULD CONSIDER
BEFORE BUYING OUR SHARES.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED WHETHER
THIS PROSPECTUS IS ACCURATE OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

The date of this prospectus is _____________, 2002

TABLE OF CONTENTS

WHERE YOU CAN FIND MORE INFORMATION..........................1
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE..............1
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS............2
RISK FACTORS.................................................3
USE OF PROCEEDS..............................................8
SELLING SHAREHOLDERS.........................................8
PLAN OF DISTRIBUTION.........................................9
LEGAL MATTERS...............................................10
EXPERTS ....................................................10

You should rely only on the information contained in this prospectus. We
have not authorized anyone to provide you with information different from that
contained in this prospectus. The Selling Shareholders are offering to sell, and
seeking offers to buy, shares of our Common Stock, only in jurisdictions where
offers and sales are permitted. The information contained in this prospectus is
accurate only as of the date of this prospectus, regardless of the time of
delivery of this prospectus or of any sale of our Common Stock. In this
prospectus, the terms "Company," "we," "us," and "our" refer to Fresh Brands,
Inc., its predecessors and its consolidated subsidiaries.

WHERE YOU CAN FIND MORE INFORMATION

We file annual, quarterly and current reports, proxy and information
statements and other information with the Securities and Exchange Commission
(the "Commission"). You can inspect and copy these reports, proxy and
information statements and other information at the Commission's public
reference facilities at 450 Fifth Street, N.W., Washington, D.C. 20549 and at
the Commission's regional offices in Chicago, Illinois and New York, New York.
Information on the operation of the public reference room is available by
calling the Commission at 1-800-SEC-0330. The Commission also maintains a site
on the World Wide Web at http://www.sec.gov that contains reports, proxy
statements and other information about us.

This prospectus is part of our Form S-3 registration statement that we
filed with the Commission to register the Selling Shareholders' resale of shares
of our Common Stock. This prospectus does not contain all of the information
contained in the registration statement. Parts of documents are incorporated by
reference into this prospectus. You should read these documents in their
entirety rather than relying just on the parts incorporated by reference. Some
of these documents are exhibits to the registration statement. The registration
statement together with its exhibits can be inspected and copied at the public
reference facilities and regional offices of the Commission referred to above.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents, which have been filed by us with the Commission
pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and any future filings made by us with the Commission under Section
13(a), 13(c), 14 or 15(d) of the Exchange Act, are incorporated by reference and
made a part of this prospectus to the extent statements in this prospectus do
not modify or supersede them:

1. Annual Report on Form 10-K for the fiscal year ended December 30, 2000;

2. Quarterly Report on Form 10-Q for the fiscal quarter ended on April 21,
2001;

3. Quarterly Report on Form 10-Q for the fiscal quarter ended on July 14,
2001;

4. Quarterly Report on Form 10-Q for the fiscal quarter ended on October 6,
2001;

5. The description of the Company's Common Stock as set forth in the
Company's Registration Statement on Form 8-A, dated May 31, 2001,
including any amendment or report filed for the purpose of updating such
description; and

6. The description of the Company's Common Stock Purchase Rights set forth
in the Company's Registration Statement on Form 8-A, dated October 12,
2001, including any amendment or report filed for the purpose of updating
such description.

In addition, all documents filed by us pursuant to Section 13(a), 13(c),
14 or 15(d) of the Exchange Act after the date of the initial registration
statement and prior to the effectiveness of the registration statement shall be
deemed to be incorporated by reference herein.

You may request, at no cost, a copy of any and all of the documents or
information referred to above that has been or may be incorporated by reference
in this prospectus (excluding exhibits to such documents unless such exhibits
are specifically incorporated by reference). Requests should be directed in
writing or by phone to:

Fresh Brands, Inc.
2215 Union Avenue
Sheboygan, WI 53081
Attn: Armand C. Go
Telephone Number: (920) 457-4433
World Wide Web Address: www.fresh-brands.com

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain matters discussed in this prospectus are "forward-looking
statements" intended to qualify for the safe harbor from liability established
by the Private Securities Litigation Reform Act of 1995. The forward-looking
statements herein include statements regarding our strategic plan to attempt to
increase the size of our company. Other forward-looking statements may generally
be identified as such because the context of such statements will include words
such as the company "believes," "anticipates," "expects" or words of similar
import. Such forward-looking statements are subject to certain risks and
uncertainties that may cause our results to differ materially. These risks
include, but are not limited to, the risks set forth below under "Risk Factors."
Shareholders, potential investors and other readers are urged to consider these
factors carefully in evaluating the forward-looking statements and are cautioned
not to place undue reliance on such forward-looking statements.

FRESH BRANDS, INC.

We are a supermarket retailer and grocery wholesaler. As of December 29,
2001, we owned and operated 27 retail supermarkets, 19 of which operated under
the Piggly Wiggly(R) name and 8 of which operated under the Dick's
Supermarkets(R) name. In addition, as of December 29, 2001, we franchised 72
supermarkets, all of which operated under the Piggly Wiggly(R) name. Our
corporate and franchised supermarkets are sometimes collectively or
interchangeably referred to in this prospectus as "our" supermarkets.

We are the primary wholesale supplier to each of our supermarkets. We
also serve as a wholesaler to a number of smaller, independently operated retail
supermarkets and convenience stores in our market areas. As of December 29,
2001, we operated two distribution centers and a centralized bakery/deli
production facility.

We maintain our executive offices at 2215 Union Avenue, Sheboygan,
Wisconsin 53081. Our phone number is (920) 457-4433 and you can visit our
internet website at http://www.fresh-brands.com.

RISK FACTORS

Before you invest in our Common Stock, you should be aware that there are
various risks, including those described below, associated with your investment.
Such risks may have a material adverse effect on our business, financial
condition or results of operations. You should carefully consider these risk
factors, together with all of the other information included in, and
incorporated by reference into, this prospectus before you decide whether to
purchase our Common Stock.

We Experience Intense, Ongoing Competition. We compete with other
national, regional and local food wholesalers for new franchised supermarket
operations, as well as independent customers. Our wholesale competitors include
Fleming Companies, Inc., Supervalu Inc., Roundy's, Inc. and Nash Finch Co. Most
of our retail supermarkets are located in close proximity to, and experience
intense competition from, various national, regional and local chain, franchised
and independently operated retail supermarkets. Competing supermarkets include
Kohl's Food Stores, Pick `N Save, Cub Foods, Jewel Food Stores, Sentry Food
Stores, Rainbow Foods, Dominick's Finer Foods and Copps Supermarkets. New
supermarket openings or remodelings by our competitors in our retail markets can
materially adversely affect our financial results.

New "Supercenter" Openings May Hurt Our Retail Supermarket Business. Our
retail supermarkets also compete with "alternative format" food stores,
including warehouse club stores, such as Sam's Clubs, and deep discount
"supercenters," such as Wal-Mart Supercenters, Big Kmart stores and SuperTarget
stores. These competitors have substantially greater financial, marketing and
other resources than we have. Over the past several years, a number of these
supercenters and warehouse club stores have opened in markets where we have one
or more retail supermarkets. We believe that additional supercenters and
warehouse club stores will open in our existing and potential new retail markets
in the future. These competitors have had a material adverse impact upon other
competing retail supermarkets. The opening of additional new supercenters and
warehouse club stores in our retail markets may have a material adverse effect
on our financial results.

Our Business Information Systems Are Being Replaced. In August 2001, we
announced a three-year, $15 million capital expenditure project to replace and
expand our current business information systems. This large investment will
result in higher future depreciation costs, which will reduce our net earnings
and earnings per share. In addition, we will devote significant management time
to complete the project. Ongoing vendor support of certain of our key hardware
systems is scheduled to cease next year. There can be no guarantee that our
systems replacement project will be successful, or that it can be completed on
schedule or on budget. Any failure or significant delay, or any significant cost
overruns, will likely materially adversely affect our business, financial
condition and results. Additionally, once we have our new business information
systems in place, we cannot guarantee that we will be able to realize any
significant management, operational or financial benefits.

We May Not be Able to Successfully Implement Our Growth Strategy. Our
strategic plan involves trying to increase our size over the next few years. If
we are to be successful in achieving our growth goals, the vast majority of any
such potential future growth is likely to come from our acquisition of other
retail supermarkets. Through the end of 2001, we have only been able to
successfully complete one business acquisition. There is no assurance that we
can acquire any

additional retail supermarkets or do so on favorable terms. Our failure or delay
in acquiring suitable acquisition candidates, or our failure or delay to do so
on favorable terms, will substantially limit our ability to achieve our growth
objectives and may have a material adverse effect on our financial results. If
we incur significant costs in our efforts to acquire other businesses but fail
to successfully complete those acquisitions, then our financial results will
likely be materially adversely affected.

Acquiring Additional Businesses Will Require Us to Borrow More. If we are
to be successful in acquiring additional businesses, we likely will have to
borrow more money. Our current amount of debt already greatly exceeds our
historically low debt levels. There can be no assurance that we will be able to
borrow sufficient additional money on terms satisfactory to us, if at all, in
order to fund our growth plan. If we fail to do so, we will be limited in our
ability to make acquisitions for cash. Such a limitation will substantially
limit our ability to achieve our growth objectives. Even if we are successful in
borrowing more money on favorable terms, our increased debt levels will increase
our interest expense levels and may make our financial condition more risky and
susceptible to a downturn in our business.

We May Not be Able to Successfully Integrate Acquired Businesses. Even if
we successfully acquire additional businesses, we may not be able to
successfully integrate those businesses into ours. As of the end of 2001, we
have only acquired and integrated one business. If we are unable to successfully
integrate potential future acquired businesses on a timely and effective basis,
we may not realize the anticipated financial, operational and other benefits
from such acquisitions. We may also incur substantial additional and
unanticipated costs and delays in integrating acquired businesses. Any of these
failures, delays or additional costs would likely materially adversely affect
our financial results. Further, our integration efforts may divert our
management's attention away from our existing business.

Our Acquisition of Additional Retail Supermarkets May Affect Our Gross
and Net Profit Margins. Compared to our wholesale food business, our retail
supermarket operations generally have higher gross profit margins and lower net
profit margins. If the majority of our growth comes from the acquisition of
retail supermarkets and these retail supermarkets have gross and net margins
similar to our existing retail supermarkets, our gross profit margins will
increase, but our net profit margins will decrease. A reduction in our net
profit margin may have a material adverse effect on the prevailing market price
of our Common Stock.

Incurrence of Additional Debt May Require us to Reduce or Eliminate Our
Cash Dividends and Stock Repurchase Program. We may need to amend our existing
loan agreements or enter into new loan agreements to borrow more money to fund
our growth strategy. These loan agreements may limit or prohibit our ability to
continue to pay cash dividends on, and continue our corporate repurchase program
for, our Common Stock. A reduction or elimination of our cash dividends, or our
corporate stock repurchase program, may have a material adverse effect upon the
prevailing market price of our Common Stock.

Our Growth Strategy May Dilute our Existing Shareholders. We may issue
additional Common Stock to finance some or all of our potential future
acquisitions or to raise cash that can be used to either fund future
acquisitions or pay off debt incurred to fund prior or then pending
acquisitions. Such potential additional share issuances will have a dilutive
effect on the relative percentage ownership interests of our existing
shareholders and may decrease our earnings per share unless our earnings
resulting from such acquisitions also increase to at least offset the additional
shares. There can be no assurance that we will be able to increase our net
earnings sufficiently from any such potential acquisitions to avoid decreases in
our earnings per share. A

decrease in our earnings per share may have a material adverse effect upon the
prevailing market price of our Common Stock.

Our Potential Future Acquisitions May Lower Our Earnings Per Share. There
can be no guarantee that we will be able to acquire businesses at prices that
will allow such acquired operations to increase our earnings per share. The
integration costs and diversion of management's attention to newly acquired
businesses, and other potentially higher operating and administrative expenses
that are typically incurred in the quarters immediately following business
acquisitions, may adversely affect our financial results and may continue to do
so unless and until we can successfully integrate the acquired business and
fully realize any anticipated financial, operational and other benefits from
such acquisitions.

Potential Future Sales of Our Franchised Supermarkets May Lower Our
Earnings. The majority of our supermarkets are owned and operated by
franchisees, most of whom own only one or two supermarkets. Certain of our
franchisees are approaching retirement age and may, within the next few years,
decide to sell their supermarkets. Some of these franchisees may propose to
terminate their franchise agreements and sell their supermarkets to parties that
do not want to operate the supermarkets as our franchisees. We have a right to
purchase our franchised supermarkets upon termination of our franchise
agreements and it is likely that we would opt to purchase the majority of our
franchised supermarkets in such cases. A significant number of such purchases
during a relatively short period would likely result in our spending substantial
amounts, probably funded through increased borrowing. Increased debt levels will
increase our interest expense levels, may make our financial condition more
risky and susceptible to a downturn in our business and may limit our ability to
pursue other acquisition opportunities. If we do not exercise our right of first
refusal and allow franchised supermarkets to be sold, we will lose the sales and
profits associated with these supermarkets.

Our Ability to Attract and Retain Quality Retail Supermarket Managers and
Franchise Operators Will Directly Impact Our Ability to Achieve Certain of Our
Growth Objectives. We intend to try to increase the size of our business by
acquiring retail supermarkets and increasing the number of our franchised
supermarkets. There can be no assurance that we will be able to attract or
retain quality retail supermarket managers and franchise operators for these
potential additional supermarkets. Failure to successfully attract and retain
high quality retail supermarket managers and franchise operators could limit our
ability to achieve certain of our important growth objectives.

Decreases in the Purchasing Power of a Cooperative of Which We Are a
Member May Lower Our Earnings. We are a member of Topco, LLC. Topco is a large
purchasing cooperative whose member-owners consist of 26 regional supermarket
chains and food services organizations. World Brands is a division of Topco
consisting of 17 of Topco's 26 members. We purchase substantially all of our
private label items and fresh meats and most of our store equipment and supplies
through Topco at prices that are lower than prices that are otherwise available
to us. Similarly, through World Brands, we obtain products from national brand
manufacturers at prices that are lower than those that would otherwise be
available to us. Within the past few years, certain members have been acquired
by non-members and have withdrawn from Topco. Significant additional withdrawals
from Topco may affect the purchasing power of both Topco and World Brands and
their ability to obtain favorable purchase prices, which in turn could result in
an increase in our costs and have a material adverse effect on our financial
results.

Increasing Health Care Costs Have Lowered, and May Continue to Lower, Our
Earnings. Like many other companies, we experienced significant increases in our
on-going

employee health care expenses during 2001. We believe that these cost increases
are likely to continue in the future. In addition, a multiemployer health,
welfare and benefits plan provides benefits to our retail union employees. From
time to time, this plan may experience a shortfall because its costs exceed the
payments it receives from the companies that participate in the plan. When this
happens, we are required to make a supplemental payment to fund a portion of the
shortfall. In 2001, we were required to make a supplemental payment of
approximately $500,000 to cover such a shortfall. Because we have not been able
to recover these cost increases from our customers, these increases have had,
and likely will continue to have, a material adverse effect on our financial
results.

Unfavorable Treatment by Our Vendors, Including a Decrease in Our
Vendors' Promotional Funds, May Lower Our Earnings. Some of our vendors have
been consolidating. This consolidation could decrease the total amount of vendor
funds available to grocery wholesalers and retailers, including to us. In
addition, vendors are trying to ensure that their promotional fees and
allowances are used more effectively by retailers to directly increase the
vendors' sales volume. As a result of such efforts, vendors are increasingly
directing the majority of their promotional dollars to larger self-distributing
supermarket chains. In addition, vendors sometimes offer our larger competitors
promotions, packaging, payment terms and product availability that are not made
available to us. We expect these trends to continue. Because we are a relatively
small company in our industry, we may not be able to maintain our existing
levels of vendor marketing and promotional funds. If we cannot at least maintain
our existing level of these funds our financial results will be materially
adversely affected.

We May Incur Future Retail Repositioning Charges. Certain of our
franchised and corporate supermarkets continue to experience a variety of
operational problems and poor financial performance. In order to further improve
our overall financial results, we continue to actively evaluate various business
alternatives to these underperforming operations. These alternatives include the
potential sale of these supermarkets, conversion of franchised supermarkets into
corporate supermarkets (and vice versa), closing supermarkets and implementing
other operational changes. It is possible that one or more of these actions may
be taken in 2002. Implementing any of these alternatives would result in our
incurring significant repositioning or restructuring charges which would
materially adversely affect our financial results.

Our Union Workforce May Be a Disadvantage. As of December 29, 2001,
approximately 85% of our employees were covered by union contracts. If we
increase the size of our business primarily by acquiring additional retail
supermarkets, the percentage of our employees covered by union contracts may
increase. Certain of our competitors may have a competitive advantage resulting
from utilizing lower-cost, non-union workforces. Also, one or more of our retail
supermarkets or wholesale distribution facilities may experience a work stoppage
or other labor disruption. Any significant labor disruption involving our
employees would have a material adverse effect on our financial results.

We Are Susceptible to Localized Economic Downturns. As of the date of
this prospectus, all of our operations were located in Wisconsin and northern
Illinois. As a result, downturns in the general economy in this geographic
region may have a material adverse effect on our financial results. There can be
no assurance that we will be able to open or acquire additional wholesale
distribution facilities or retail supermarkets in the number of new markets
necessary to achieve geographic diversification.

Our Success is Largely Dependent on Our Senior Management. Our key senior
executives have many years of experience in both the supermarket retail and
grocery wholesale

industries. They have coordinated the formulation of our new growth strategy and
are responsible for the development of our strategic growth initiatives, the
replacement of our business information systems and our financial results. As a
result, our success is largely dependent on the efforts of our senior management
team. We do not have employment contracts, noncompetition agreements or key-man
insurance with or on any of our senior executives. If we were to lose the
services of one or more of our key senior executives, our financial results may
be materially adversely affected.

We May Become Involved in Litigation Related to Product Liability, Food
Contamination or Other Claims. Like any other seller of food, we face an
inherent risk of exposure to product liability or food contamination claims if
the products we sell cause injury or illness. We cannot assure you that our
insurance or contractual indemnification protections will be adequate to cover
these potential liabilities. If we do not have adequate insurance or contractual
indemnification available, product liability claims could have a material
adverse effect on our financial results.

Significant Sales of our Common Stock May Adversely Affect the Prevailing
Market Price for Our Common Stock. The average daily trading volume for our
Common Stock on the Nasdaq National Market is very low. As a result, significant
purchases or sales of our Common Stock within a short time period in the public
market may result in significant changes in the prevailing market price of our
Common Stock. This relative lack of trading volume makes it difficult to sell
significant quantities of our Common Stock within a short time period in the
public market. If we are successful in executing our growth strategy, certain of
our larger shareholders may decide that our company no longer fits their
investment criteria. Sales of significant quantities of our stock by any of our
shareholders, including sales or potential sales by the Selling Shareholders
pursuant to this prospectus, within a short period of time may adversely affect
the prevailing market price of our Common Stock.

Certain Wisconsin Laws May Discourage Certain Takeover Proposals.
Wisconsin corporate law contains several provisions which may discourage
nonnegotiated takeover proposals for us or limit or block certain business
combinations between us and one of our major shareholders. Such provisions
include (i) limiting the voting power of certain persons owning in excess of 20%
of our voting power; (ii) requiring a supermajority vote of shareholders to
approve certain business combinations not meeting certain price standards; and
(iii) prohibiting certain business combinations between us and one of our major
shareholders for a period of three years, unless such acquisition has been
approved in advance by our board of directors. Because these provisions may
discourage certain acquisition proposals, our shareholders who wish to
participate in such a transaction may not have an opportunity to do so.

Our Shareholder Rights Plan Could Discourage Certain Takeover Proposals.
Our shareholder rights plan may discourage a third party from making a proposal
to acquire the Company which we have not solicited or do not approve, even if
the acquisition would be beneficial to our shareholders. As a result, our
shareholders who wish to participate in such a transaction may not have an
opportunity to do so.

Our Articles of Incorporation and Bylaws Contain Certain Anti-Takeover
Provisions. Our Articles of Incorporation and Bylaws contain certain provisions
that, among other things, provide for staggered terms for members of our board
of directors, place certain restrictions on the removal of directors, authorize
our board of directors to issue undesignated preferred stock in one or more
series without shareholder approval, establish certain procedures to call a
special meeting of shareholders, require advance notice for director nominations
and certain other matters to be considered at meetings of shareholders and
impose supermajority voting requirements on certain

amendments to our Articles and Bylaws. These provisions could have the effect of
delaying, deferring or preventing a change of control of the Company or the
removal of our board of directors or our existing management, even if such
actions would be beneficial to our shareholders.

We may become subject to additional risks in the future. We may include
these risks in future annual and quarterly reports we file with the Commission.
These reports are incorporated into this prospectus by reference. If you are
making an investment decision after the date of this prospectus and any of these
reports have been filed, you should also consult and carefully consider the risk
factors and other information in these reports. In addition, you should note
that the fact that certain risks are common within any of our industries does
not lessen the significance of the risk.

USE OF PROCEEDS

We will not receive any of the proceeds from the sale of the Selling
Shareholders' shares pursuant to this prospectus. We will pay the expenses
incident to the registration of the Selling Shareholders' shares subject to sale
pursuant to this prospectus.

SELLING SHAREHOLDERS

The 200,000 shares of Common Stock which may be sold pursuant to this
prospectus by the Selling Shareholders represent shares initially issued and
sold by us in a privately negotiated sale to the Selling Shareholders pursuant
to the Investment Agreement, dated as of December 14, 2001 (the "Investment
Agreement"). The aggregate number of shares of Common Stock beneficially owned
by the Selling Shareholders as of February 28, 2002 are also set forth in the
table below. All of the shares of Common Stock offered by the Selling
Shareholders are issued and outstanding as of the date of this prospectus.
Because the Selling Shareholders may acquire additional shares of our Common
Stock and sell or distribute all or a portion of their shares at any time and
from time to time after the date of this prospectus, we cannot estimate the
number of shares that the Selling Shareholders may beneficially own upon
completion of this offering.

NUMBER OF NUMBER OF NUMBER OF
SHARES SHARES SHARES OWNED
NAME OF SELLING BENEFICIALLY REGISTERED FOR AFTER SALE OF
SHAREHOLDER OWNED SALE HEREBY(1) REGISTERED SHARES(2)

Calm Waters Partnership........... 201,649 184,849 16,800
Walter Morris..................... 15,151 15,151 0
TOTAL........................ 200,000 200,000 16,800
======= ======= ======
- ------------------------

(1) This registration statement also covers any additional shares of Common
Stock issued to the Selling Shareholders as owners of the shares
registered for sale hereby by reason of any stock dividend, stock
split, recapitalization or other similar transaction effected without
the receipt of consideration.

(2) The numbers presented assume the sale of all of the shares registered
hereunder and that the Selling Shareholders acquire no additional
shares of Common Stock before the completion of the offering.

Other than their shareholdings, neither of the Selling Shareholders have
ever held any position, office, or other material relationship with us or any of
our predecessors or affiliates

PLAN OF DISTRIBUTION

We are registering the potential sale of a total of 200,000 shares of
Common Stock on behalf of the Selling Shareholders. The Selling Shareholders
will act independently of us in making decisions with respect to the timing,
manner and size of any sale of Common Stock.

The Common Stock subject to this prospectus may be sold from time to time
by the Selling Shareholders or by pledgees, donees, transferees, or other
successors of the Selling Shareholders. Such sales may be made on the Nasdaq
National Market or other exchanges or in the over-the-counter market, or
otherwise, at prices and on terms then prevailing or at prices related to the
then current market price, or in privately negotiated transactions at mutually
negotiated prices.

The manner in which sales of Common Stock subject to this prospectus may
be made include:

- ordinary brokerage transactions;

- transactions in which a broker solicits purchasers;

- block trades;

- for settlement of short sales, or through long sales, options or
transactions involving cross or block trades;

- purchases by a broker or dealer as principal and resale by such
broker dealer for its account;

- put or call option transactions relating to the Common Stock;

- transactions directly between seller and purchaser without a
broker-dealer;

- in connection with hedging transactions;

- by pledge to secure debts and other obligations; or

- in any combination of any of the foregoing transactions or by any
other legally available means.

To the extent required, this prospectus may be amended or supplemented
from time to time to describe additional plans of distribution. In addition, any
such shares that qualify for sale pursuant to Rule 144 ("Rule 144") of the
Securities Act of 1933, as amended (the "Securities Act"), may be sold under
Rule 144 rather than pursuant to this prospectus.

In effecting sales, brokers, dealers or agents engaged by the Selling
Shareholders may arrange for other brokers or dealers to participate. Brokers,
dealers or agents may receive commissions, discounts or concessions from the
Selling Shareholders in amounts to be negotiated prior to the sale. A broker or
dealer that acts as agent for a purchaser of common shares would be paid by the
purchaser. Such brokers or dealers and any other participating brokers or
dealers or the Selling Shareholders may be deemed to be "underwriters" within
the meaning of the Securities Act in connection with such sales, and any
commissions, discounts or concessions they make on resale may be deemed to be
underwriting discounts or commissions under the Securities Act.

We will pay the expenses incident to the registration of the sale of the
shares which may be sold pursuant to this prospectus. The Selling Shareholders
will pay the expenses of any attorneys, accountants or other advisors or
professionals which they engage in connection with the sale of shares pursuant
to this prospectus, as well as all brokerage commissions, fees and discounts.

In order to comply with the securities laws of certain states, if
applicable, the shares being offered hereby must be sold in such jurisdictions
only through registered or licensed brokers or dealers.

At the time a particular offer of shares is made, if required, a
prospectus supplement will be distributed that will set forth the number of
shares being offered and the terms of the offering, including the name of any
dealer or agent, any discount, commission and other item constituting
compensation, any discount, commission or concession allowed or reallowed or
paid to any dealer, and the proposed selling price to the public.

We have agreed to indemnify the Selling Shareholders and persons
controlling the Selling Shareholders against certain liabilities, including
certain liabilities under the Securities Act. The Selling Shareholders have
agreed to indemnify us and certain related persons against certain liabilities,
including certain liabilities under the Securities Act. The Selling Shareholders
may indemnify any broker, dealer or other agent that participates in
transactions involving the sale of the common shares, including against
liabilities arising under the Securities Act.

We have agreed with the Selling Shareholders to keep the registration
statement of which this prospectus constitutes a part effective until the
earlier of (i) December 14, 2003 or (ii) when all of the shares have been sold
pursuant to the registration statement or Rule 144 under the Securities Act or
any other rule of similar effect.

LEGAL MATTERS

The validity of the shares offered hereby has been passed upon by the law
firm Foley & Lardner, Milwaukee, Wisconsin.

EXPERTS

The consolidated financial statements of Fresh Brands, Inc. incorporated
by reference in our Annual Report on Form 10-K for the year ended December 30,
2000, have been audited by Arthur Andersen LLP, independent public accountants,
as indicated in their report thereon and incorporated herein by reference. Such
consolidated financial statements are incorporated herein by reference in
reliance upon such report given on the authority of such firm as experts in
accounting and auditing.

* * *

No person has been authorized to give any information or to make any
representations, other than those contained or incorporated by reference in this
prospectus, in connection with the offer made by this prospectus and, if given
or made, such information or representations must not be relied upon as having
been authorized by us. This prospectus does not constitute an offer to sell or a
solicitation of an offer to buy any security in any jurisdiction to any person
to whom it is unlawful to make such offer or solicitation in such jurisdiction.
Neither the delivery of this prospectus nor any sale made hereunder shall under
any circumstances imply that there has been no change in our affairs since the
date hereof or that the information contained herein or incorporated by
reference herein is correct as of any time subsequent to its date.

FRESH BRANDS, INC.

REGISTRATION STATEMENT ON FORM S-3

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

The following table sets forth the expenses payable by the Registrant in
connection with the filing of this registration statement.1

Securities and Exchange Commission Filing Fee............... $ 326
Legal Fees and Expenses..................................... 50,000
Accounting Fees and Expenses................................ 5,000
Miscellaneous Expenses...................................... 4,674

Total................................................. $ 60,000

- ---------------------
(1) All of such expenses, other than the filing fee paid to the Commission,
are estimates and are subject to future contingencies.

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Pursuant to Sections 180.0850 to 180.0858 of the Wisconsin Business
Corporation Law and Article VIII of the Bylaws of the Company, directors and
officers of the Company are entitled to mandatory indemnification from the
Company against certain liabilities and expenses (i) to the extent such officers
or directors are successful in the defense of a proceeding and (ii) in
proceedings in which the director or officer is not successful in the defense
thereof, unless (in the latter case only) it is determined that the director or
officer breached or failed to perform his duties to the Company and such breach
or failure constituted: (a) a willful failure to deal fairly with the Company or
its shareholders in connection with a matter in which the director or officer
had a material conflict of interest; (b) a violation of the criminal law, unless
the director or officer had reasonable cause to believe his or her conduct was
lawful or had no reasonable cause to believe his or her conduct was unlawful;
(c) a transaction from which the director or officer derived an improper
personal profit; or (d) willful misconduct. Section 180.0859 of the Wisconsin
Business Corporation Law specifically states that it is the public policy of the
State of Wisconsin to require or permit indemnification in connection with a
proceeding involving securities regulation, as described therein, to the extent
required or permitted under Sections 180.0850 to 180.0858 as described above.
Additionally, under Section 180.0828 of the Wisconsin Business Corporation Law,
directors of the Company are not subject to personal liability to the Company,
its shareholders, or any person asserting rights on behalf of the Company or its
shareholders, for certain breaches or failures to perform any duty resulting
solely from their status as such directors, except in circumstances paralleling
those in subparagraphs (a) through (d) outlined above.

The indemnification provided as set forth above is not exclusive of any
rights to which a director or officer of the Company may be entitled. The
general effect of the foregoing provisions may be to reduce the circumstances in
which an officer or director may be required to bear the economic burdens of the
foregoing liabilities and expenses.

II-1

Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended (the "Securities Act"), may be permitted to directors,
officers or persons controlling the registrant pursuant to the foregoing
provisions, the registrant has been informed that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Act and is therefore unenforceable.

ITEM 16. EXHIBITS

The exhibits listed in the accompanying Exhibit Index are filed or
incorporated by reference as part of this Registration Statement.

ITEM 17. UNDERTAKINGS.

(a) The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act;

(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement (or
the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change
in the information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no more than 20% change
in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
registration statement;

(iii) To include any material information with respect to
the plan of distribution not previously disclosed in this
registration statement or any material change to such information
in this registration statement.

Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii)
above do not apply if the information required to be included in a
post-effective amendment by these paragraphs is contained in
periodic reports filed with or furnished by the Registrant
pursuant to Section 13 or 15(d) of the Exchange Act of 1934, as
amended (the "Exchange Act") that are incorporated by reference in
this registration statement.

(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of this offering.

(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in this registration statement
shall be deemed to be a new registration statement relating to the securities

II-2

offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

II-3

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Milwaukee, Wisconsin, as of March 12, 2002.

FRESH BRANDS, INC.

By: /s/ Elwood F. Winn
--------------------------------
Elwood F. Winn, President and
Chief Executive Officer

POWER OF ATTORNEY

Each person whose signature appears below appoints Elwood F. Winn,
Michael R. Houser and Armand C. Go, jointly and severally, each in his own
capacity, his true and lawful attorneys-in-fact, with full power of substitution
and resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any amendments (including post-effective amendments) to this
registration statement, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
connection therewith, as fully to all intents and purposes as he might or could
do in person, hereby ratifying and confirming all that said attorney-in-fact, or
any of them, or their substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.

Pursuant to the requirements of the Securities Act, this registration
statement has been signed by the following persons in the capacities indicated
as of March 12, 2002.

By: /s/ Walter G. Winding By: /s/ Elwood F. Winn
------------------------------------ ---------------------------------
Walter G. Winding, Chairman Elwood F. Winn, President, Chief
of the Board and Director Executive Officer and Director
(Principal Executive Officer)

By: /s/ Armand C. Go By: /s/ Michael R. Houser
------------------------------------ ---------------------------------
Armand C. Go, Vice President, Michael R. Houser, Vice Chairman
Chief Financial Officer, Treasurer of the Board, Executive Vice
and Secretary (Principal Financial President and Director
Officer and Accounting Officer)

By: /s/ William K. Jacobson By: /s/ Martin Crneckiy, Jr.
------------------------------------ ---------------------------------
William K. Jacobson, Director Martin Crneckiy, Jr., Director

By: /s/ Steven R. Barth By: /s/ G. William Dietrich
------------------------------------ ---------------------------------
Steven R. Barth, Director G. William Dietrich, Director

By: /s/ Bruce J. Olson By: /s/ R. Bruce Grover
------------------------------------ ---------------------------------
Bruce J. Olson, Director R. Bruce Grover, Director

EXHIBIT INDEX

NUMBER EXHIBIT DESCRIPTION

4.1 Restated Articles of Incorporation. [Incorporated by reference to
Exhibit 3.1 to the Company's Form S-4 Registration Statement filed
on April 27, 2001.]

4.2 Bylaws, as amended as of October 11, 2001. [Incorporated by
reference to Exhibit 3.2 to the Company's Quarterly Report on Form
10-Q for the quarterly period ended October 6, 2001.]

4.3 Rights Agreement, dated as of October 12, 2001, among Fresh
Brands, Inc. and Firstar Bank, N.A. [Incorporated by reference to
Exhibit 4.1 to the Registration Statement on Form 8-A of Fresh
Brands, Inc., dated as of October 12, 2001 (Commission File No.
000-32825).]

4.4 Investment Agreement between and among Fresh Brands, Inc., Calm
Waters Partnership and Walter Morris, dated as of December 14,
2001. [Incorporated by reference to Exhibit 99.2 to the Company's
Current Report on Form 8-K dated December 14, 2001.]

5.1 Opinion of Foley & Lardner.

23.1 Consent of Foley & Lardner (included in Exhibit 5.1 above).

23.2 Consent of Arthur Andersen LLP, independent auditors.