As filed with the Securities and Exchange Commission on November 6, 1997.
                                             Registration No. 33-_______

                  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)    
                          250 East Fifth Street
                          Cincinnati, Ohio 45202
                             (513) 784-8000

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

               (Address of Principal Executive Offices)
                     ____________________________
                                   
                 CHIQUITA SAVINGS AND INVESTMENT PLAN
                        _______________________
                                   
                         ROBERT W. OLSON, ESQ.
                Senior Vice President, General Counsel
                             and Secretary
                  Chiquita Brands International, Inc.
                         250 East Fifth Street
                        Cincinnati, Ohio 45202
                            (513) 784-8804
       (Name, address, including zip code, and telephone number,
              including area code, of agent for service)
                      __________________________


<TABLE>
<CAPTION>
                    Calculation of Registration Fee

                                  Proposed
                                  Maximum        Proposed
Title Of          Amount          Offering       Maximum
Securities        To Be           Price          Aggregate    Amount of
To Be             Regis-          Per Share      Offering     Registration
Registered        tered           <F1>           Price <F1>   Fee <F2>
______________    _________       _________      ___________  ____________
<S>               <C>             <C>            <C>          <C>
Capital Stock,    1,000,000       $16.75         $16,750,000  $5,076.00
$.33 par value    shares

<FN>
     In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
     this Registration Statement also covers an indeterminate amount of
     interests to be offered or sold pursuant to the employee benefit plan
     described herein.
                                   
<F1> Estimated solely for purposes of calculating the registration fee.
                                   
<F2> The registration fee has been calculated pursuant to Rule 457(c) based
     on the average of the high and low prices of the Capital Stock
     reported on the New York Stock Exchange on October 31, 1997 of
     $16.75 per share.
</FN>
</TABLE>
     This Registration Statement also relates to Form S-8 Registration
     Statements Nos. 33-2241, 33-16801, 33-42733 and 33-56572 of the
     Registrant.
<PAGE>                                
                                
                            PART II
                                
       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
                                
     This Registration Statement, being filed in accordance with General
Instruction E to Form S-8, incorporates by reference the contents of
Form S-8 Registration Statements Nos. 33-2241, 33-16801, 33-42733 and
33-56572.

Item 5.  Interests of Named Experts and Counsel

     Robert W. Olson, Senior Vice President, General Counsel and Secretary
of the Company, has delivered an opinion with respect to the legality of
the shares of Capital Stock issuable pursuant to the Chiquita Savings and
Investment Plan.  Mr. Olson presently holds employee stock options to
purchase shares of the Company's Capital Stock.

Item 8.  Exhibits

Exhibit No.          Description
___________          ___________________________________________________

     5               Opinion of Counsel

    23.1             Consent of Independent Auditors (Ernst & Young LLP)

    23.2             Consent of Independent Auditors (Hutton, Nelson &
                     McDonald LLP)

    23.3             Consent of Counsel (included in Exhibit 5)

    24               Power of Attorney


     The Company undertakes that it will submit or has submitted the
Chiquita Savings and Investment Plan and any amendments thereto to the
Internal Revenue Service ("IRS") in a timely manner and has made or will
make all changes required by the IRS in order to qualify the Plan.

<PAGE>

                           SIGNATURES
                                
     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 6th day of November, 1997.


                                   CHIQUITA BRANDS INTERNATIONAL, INC.
                              

                                   By:  /s/ Carl H. Lindner
                                   ___________________________________
                                   Carl H. Lindner
                                   Chairman of the Board and
                                   Chief Executive Officer

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons, in 
the capacities indicated, as of the 6th day of November, 1997. 

Signature                         Capacity


/s/Carl H. Lindner                Chairman of the Board and 
______________________            Chief Executive Officer
Carl H. Lindner


/s/Keith E. Lindner               Vice Chairman of the Board
______________________        
Keith E. Lindner


/s/Steven G. Warshaw              Director, President, Chief Operating
______________________            Officer and Chief Financial Officer
Steven G. Warshaw


/s/Fred J. Runk                   Director
______________________
Fred J. Runk


/s/Jean Head Sisco                Director
______________________
Jean Head Sisco


/s/William W. Verity              Director
______________________
William W. Verity


/s/Oliver W. Waddell              Director
______________________
Oliver W. Waddell


/s/William A. Tsacalis            Vice President and Controller
______________________            (Principal Accounting Officer)
William A. Tsacalis

<PAGE>

     The Plan.  Pursuant to the requirements of the Securities Act of 1933,
the Employee Benefits Committee, the committee with responsibility for
administering the Chiquita Savings and Investment Plan, 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
November 6th, 1997.


                               CHIQUITA SAVINGS AND INVESTMENT PLAN



                          By:  /s/ Jean B. Lapointe
                               ___________________________________________
                               Jean B. Lapointe
                               Chairman of the Employee Benefits Committee

<PAGE>
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{"company-data": {"conformed-name": "CHIQUITA BRANDS INTERNATIONAL INC", "cik": "0000101063", "assigned-sic": "0100", "irs-number": "041923360", "state-of-incorporation": "NJ", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-39671", "film-number": "97709264"}, "business-address": {"street1": "250 E FIFTH ST", "city": "CINCINNATI", "state": "OH", "zip": "45202", "phone": "5137848011"}, "former-company": {"former-conformed-name": "UNITED BRANDS CO", "date-changed": "19900403"}}
As filed with the Securities and Exchange Commission on November 6, 1997.
                                             Registration No. 33-_______

                  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)    
                          250 East Fifth Street
                          Cincinnati, Ohio 45202
                             (513) 784-8000

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

               (Address of Principal Executive Offices)
                     ____________________________
                                   
                 CHIQUITA SAVINGS AND INVESTMENT PLAN
                        _______________________
                                   
                         ROBERT W. OLSON, ESQ.
                Senior Vice President, General Counsel
                             and Secretary
                  Chiquita Brands International, Inc.
                         250 East Fifth Street
                        Cincinnati, Ohio 45202
                            (513) 784-8804
       (Name, address, including zip code, and telephone number,
              including area code, of agent for service)
                      __________________________
Calculation of Registration Fee

                                  Proposed
                                  Maximum        Proposed
Title Of          Amount          Offering       Maximum
Securities        To Be           Price          Aggregate    Amount of
To Be             Regis-          Per Share      Offering     Registration
Registered        tered
Price
Fee
______________    _________       _________      ___________  ____________
Capital Stock,    1,000,000       $16.75         $16,750,000  $5,076.00
$.33 par value    shares
In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
     this Registration Statement also covers an indeterminate amount of
     interests to be offered or sold pursuant to the employee benefit plan
     described herein.
Estimated solely for purposes of calculating the registration fee.
The registration fee has been calculated pursuant to Rule 457(c) based
     on the average of the high and low prices of the Capital Stock
     reported on the New York Stock Exchange on October 31, 1997 of
     $16.75 per share.
This Registration Statement also relates to Form S-8 Registration
     Statements Nos. 33-2241, 33-16801, 33-42733 and 33-56572 of the
     Registrant.
PART II
                                
       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
                                
     This Registration Statement, being filed in accordance with General
Instruction E to Form S-8, incorporates by reference the contents of
Form S-8 Registration Statements Nos. 33-2241, 33-16801, 33-42733 and
33-56572.

Item 5.  Interests of Named Experts and Counsel

     Robert W. Olson, Senior Vice President, General Counsel and Secretary
of the Company, has delivered an opinion with respect to the legality of
the shares of Capital Stock issuable pursuant to the Chiquita Savings and
Investment Plan.  Mr. Olson presently holds employee stock options to
purchase shares of the Company's Capital Stock.

Item 8.  Exhibits

Exhibit No.          Description
___________          ___________________________________________________

     5               Opinion of Counsel

    23.1             Consent of Independent Auditors (Ernst & Young LLP)

    23.2             Consent of Independent Auditors (Hutton, Nelson &
                     McDonald LLP)

    23.3             Consent of Counsel (included in Exhibit 5)

    24               Power of Attorney

     The Company undertakes that it will submit or has submitted the
Chiquita Savings and Investment Plan and any amendments thereto to the
Internal Revenue Service ("IRS") in a timely manner and has made or will
make all changes required by the IRS in order to qualify the Plan.
SIGNATURES
                                
     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 6th day of November, 1997.

                                   CHIQUITA BRANDS INTERNATIONAL, INC.
                              

                                   By:  /s/ Carl H. Lindner
                                   ___________________________________
                                   Carl H. Lindner
                                   Chairman of the Board and
                                   Chief Executive Officer

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons, in 
the capacities indicated, as of the 6th day of November, 1997. 

Signature                         Capacity

/s/Carl H. Lindner                Chairman of the Board and 
______________________            Chief Executive Officer
Carl H. Lindner

/s/Keith E. Lindner               Vice Chairman of the Board
______________________        
Keith E. Lindner

/s/Steven G. Warshaw              Director, President, Chief Operating
______________________            Officer and Chief Financial Officer
Steven G. Warshaw

/s/Fred J. Runk                   Director
______________________
Fred J. Runk

/s/Jean Head Sisco                Director
______________________
Jean Head Sisco

/s/William W. Verity              Director
______________________
William W. Verity

/s/Oliver W. Waddell              Director
______________________
Oliver W. Waddell

/s/William A. Tsacalis            Vice President and Controller
______________________            (Principal Accounting Officer)
William A. Tsacalis
The Plan.  Pursuant to the requirements of the Securities Act of 1933,
the Employee Benefits Committee, the committee with responsibility for
administering the Chiquita Savings and Investment Plan, 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
November 6th, 1997.

                               CHIQUITA SAVINGS AND INVESTMENT PLAN

                          By:  /s/ Jean B. Lapointe
                               ___________________________________________
                               Jean B. Lapointe
                               Chairman of the Employee Benefits Committee