As filed with the Securities and Exchange Commission on December 23, 1999.
                                             Registration No. 333-_______

                  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>
Common Stock,     1,000,000       $3.6875        $3,687,500   $973.50
$.01 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
     which is the subject of this Registration Statement.

<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 Common Stock
     reported on the New York Stock Exchange on December 16, 1999 of
     $3.6875 per share.
</FN>
</TABLE>
     This Registration Statement also relates to Form S-8 Registration
     Statements Nos. 33-2241, 33-16801, 33-42733, 33-56572 and 333-39671
     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,
33-56572 and 333-39671.

Item 3.  Incorporation of Documents by Reference

     The following documents are incorporated by reference in this
Registration Statement.

     (a)   The latest annual report filed by each of the Company and
the Chiquita Savings and Investment Plan (the "Plan") pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (the
"Exchange Act").

     (b)   All other reports filed pursuant to Section 13(a) or
15(d) of the Exchange Act by the Company and the Plan since December 31,
1998.

     (c)   The description of the Company's Common Stock contained
in its Registration Statement on Form 8-A/A (Amendment No. 1) filed on
June 18, 1998, including any amendment or report filed for the purpose
of updating such description.

     In addition, all documents subsequently filed by each of the
Company and the Plan pursuant to Sections 13(a), 13(c), 14 and 15(d)
of the Exchange Act, prior to the filing of a post-effective amendment
which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed to
be incorporated by reference in this Registration Statement and to be
part thereof from the date of filing.

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 Common Stock issuable pursuant to the Chiquita Savings and
Investment Plan.  Mr. Olson presently holds employee stock options to
purchase shares of the Company's Common Stock.

Item 8.  Exhibits

Exhibit No.          Description
___________          ___________________________________________________

     5               Opinion of Counsel

    23.1             Consent of Independent Auditors (Ernst & Young LLP)

    23.2             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 23rd day of December, 1999.


                                   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 23rd day of December, 1999.

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, and
______________________            Chief Operating 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/Warren J. Ligan                Senior Vice President and
______________________            Chief Financial Officer
Warren J. Ligan


/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
December 23rd, 1999.


                               CHIQUITA SAVINGS AND INVESTMENT PLAN



                          By:  /s/ Bryan M. Valentine
                               ___________________________________________
                               Bryan M. Valentine
                               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": "333-93517", "film-number": "99779850"}, "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 December 23, 1999.
                                             Registration No. 333-_______

                  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
______________    _________       _________      ___________  ____________
Common Stock,     1,000,000       $3.6875        $3,687,500   $973.50
$.01 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
     which is the subject of this Registration Statement.
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 Common Stock
     reported on the New York Stock Exchange on December 16, 1999 of
     $3.6875 per share.
This Registration Statement also relates to Form S-8 Registration
     Statements Nos. 33-2241, 33-16801, 33-42733, 33-56572 and 333-39671
     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,
33-56572 and 333-39671.

Item 3.  Incorporation of Documents by Reference

     The following documents are incorporated by reference in this
Registration Statement.

     (a)   The latest annual report filed by each of the Company and
the Chiquita Savings and Investment Plan (the "Plan") pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (the
"Exchange Act").

     (b)   All other reports filed pursuant to Section 13(a) or
15(d) of the Exchange Act by the Company and the Plan since December 31,
1998.

     (c)   The description of the Company's Common Stock contained
in its Registration Statement on Form 8-A/A (Amendment No. 1) filed on
June 18, 1998, including any amendment or report filed for the purpose
of updating such description.

     In addition, all documents subsequently filed by each of the
Company and the Plan pursuant to Sections 13(a), 13(c), 14 and 15(d)
of the Exchange Act, prior to the filing of a post-effective amendment
which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed to
be incorporated by reference in this Registration Statement and to be
part thereof from the date of filing.

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 Common Stock issuable pursuant to the Chiquita Savings and
Investment Plan.  Mr. Olson presently holds employee stock options to
purchase shares of the Company's Common Stock.

Item 8.  Exhibits

Exhibit No.          Description
___________          ___________________________________________________

     5               Opinion of Counsel

    23.1             Consent of Independent Auditors (Ernst & Young LLP)

    23.2             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 23rd day of December, 1999.

                                   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 23rd day of December, 1999.

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, and
______________________            Chief Operating 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/Warren J. Ligan                Senior Vice President and
______________________            Chief Financial Officer
Warren J. Ligan

/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
December 23rd, 1999.

                               CHIQUITA SAVINGS AND INVESTMENT PLAN

                          By:  /s/ Bryan M. Valentine
                               ___________________________________________
                               Bryan M. Valentine
                               Chairman of the Employee Benefits Committee