As filed with the Securities and Exchange Commission on July ____, 1998
                                
                                     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 issuer as specified in its charter)

        New Jersey                          04-1923360                   
   State of incorporation)      (I.R.S. Employer Identification No.)

        250 East Fifth Street, Cincinnati, Ohio       45202
       (Address of Principal Executive Offices)     (Zip Code)

  1997 AMENDED AND RESTATED CHIQUITA BRANDS INTERNATIONAL, INC.
                    DEFERRED COMPENSATION PLAN
                     (Full title of the plan)

                      ROBERT W. OLSON, ESQ.
       Senior Vice President, General Counsel and Secretary
               Chiquita Brands International, Inc.
                      250 East Fifth Street
                     Cincinnati, Ohio  45202
             (Name and address of agent for service)

              Telephone number, including area code,
              of agent for service:  (513) 784-8804 

<TABLE>
<CAPTION>
                   CALCULATION OF REGISTRATION FEE


                              Proposed     Proposed
Title of                      maximum      maximum
securities     Amount         offering     aggregate      Amount of
to be          to be          price        offering       registration
registered     registered     per share    price          fee
__________     __________     _________    _________      ____________
<S>            <C>            <C>          <C>            <C>
Deferred       $27,225,000    n/a          $27,225,000    $8,031.37
Compensation
Obligations

</TABLE>
<PAGE>

                               PART II

         INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.   Incorporation of Documents by Reference

      The following documents of the registrant are incorporated by reference
into and made a part of this registration statement.  In addition, all
documents subsequently filed by the registrant pursuant to Sections 13, 14
and 15(d) of the Securities Exchange Act of 1934, as amended, prior to the
filing of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities remaining unsold,
shall be deemed to be incorporated by reference into this registration
statement and to be a part hereof from the date of filing of such documents.

      (a) The registrant's Annual Report on Form 10-K for the year ended
          December 31, 1997;

      (b) All other reports filed by the registrant pursuant to Section 13(a)
          or 15(d) of the Securities Exchange Act of 1934, as amended, since
          December 31, 1997; and

      (c) The description of the registrant's common stock contained in its
          Registration Statement on Form 8-A/A (Amendment No. 1) filed on June
          18, 1998 under the Securities Exchange Act of 1934.

Item 4.   Description of Securities

      The deferred compensation obligations registered are issuable under the
1997 Amended and Restated Chiquita Brands International, Inc. Deferred
Compensation Plan (the "Plan").  Participants in the Plan may elect to defer,
within the limitations set by the Plan, portions of their compensation for the
forthcoming Plan year.  Deferrals are made for a term specified by a
Participant, except to the extent limited by or specified in the Plan.
Deferred amounts are credited with interest at the rate specified in an
Interest Rate Schedule for that Plan year and the applicable deferral term.
All deferred amounts and interest on such amounts, offset by any
distributions, are credited to an account maintained in the name of each
participant.  Generally, deferred amounts are paid on the earlier of the end
of the specified deferral term or a participant's death, disability or
termination of employment.  The right of a participant to receive payments
under the Plan is an unsecured claim against the general assets of the
registrant.

Item 5.   Interests of Named Experts and Counsel

      The legality of the securities being registered has been passed upon by
Robert W. Olson, Esq., Senior Vice President, General Counsel and Secretary of
the registrant.  Mr. Olson presently holds shares of Common Stock in the
registrant's Savings and Investment (401(k)) Plan as well as employee stock
options to purchase additional shares of Common Stock and participates in the
Plan.  

Item 6.   Indemnification of Directors and Officers

      Article VI of the registrant's By-Laws provides directors and officers
with the right to indemnification and advancement of expenses to the fullest
extent not prohibited by the New Jersey Business Corporation Act.  Directors
and officers of the registrant are indemnified generally against expenses and
liabilities incurred in connection with any proceedings, including proceedings
by or on behalf of the registrant, relating to their service to or at the
request of the registrant.  However, no indemnification may be made if a
final adjudication establishes that a person's acts or omissions (a) breached
the person's duty of loyalty to the registrant or its shareholders, (b) were
not in good faith or involved a knowing violation of the law, or (c) resulted
in receipt by the person of an improper personal benefit.  Section VIII of
the registrant's Second Restated Certificate of Incorporation also limits
the liability of the registrant's directors and officers, to the fullest
extent permitted by the New Jersey Business Corporation Act, to the registrant
or its shareholders for monetary damages for breach of any duty, except in the
situations set forth in (a) through (c) above.

Item 7.   Exemption from Registration Claimed

      Not applicable.  

Item 8.   Exhibits

Exhibit
Number
_______

   5   Opinion of Counsel
  23.1 Consent of Ernst & Young LLP
  23.2 Consent of Deloitte & Touche LLP
  23.3 Consent of Counsel (included in Exhibit 5)
  24   Power of Attorney

Item 9.   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 of 1933;

          (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 a 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 the
          registration statement or any material change to such
          information in the registration statement;

      Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
if the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the registrant
pursuant to section 13 or section 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in the registration statement.

          (2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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 the offering.

      *(b)    The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each filing of
the registrant's annual report pursuant to section 13(a) or section 15(d) of
the Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement 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.

      *(h)    Insofar as indemnification for liabilities arising under the
Securities Act of 1933 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 Securities and
Exchange Commission such indemnification is against public policy as expressed
in the 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 Act
and will be governed by the final adjudication of such issue.
                    
*        Paragraph references correspond to those of Item 512 of
         Regulation S-K.

<PAGE>
                             SIGNATURES

      The Registrant.  Pursuant to the requirements of the Securities Act of
1933, as amended, 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 14th day of July, 1998.

                               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, as amended,
this registration statement has been signed by the following persons in the
capacities indicated as of the 14th day of July, 1998.

       Signature                      Title

/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

________________________      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
________________________      (Chief Accounting Officer)
William A. Tsacalis

<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": "333-59063", "film-number": "98665883"}, "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 July ____, 1998
                                
                                     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 issuer as specified in its charter)

        New Jersey                          04-1923360                   
   State of incorporation)      (I.R.S. Employer Identification No.)

        250 East Fifth Street, Cincinnati, Ohio       45202
       (Address of Principal Executive Offices)     (Zip Code)

  1997 AMENDED AND RESTATED CHIQUITA BRANDS INTERNATIONAL, INC.
                    DEFERRED COMPENSATION PLAN
                     (Full title of the plan)

                      ROBERT W. OLSON, ESQ.
       Senior Vice President, General Counsel and Secretary
               Chiquita Brands International, Inc.
                      250 East Fifth Street
                     Cincinnati, Ohio  45202
             (Name and address of agent for service)

              Telephone number, including area code,
              of agent for service:  (513) 784-8804
CALCULATION OF REGISTRATION FEE

                              Proposed     Proposed
Title of                      maximum      maximum
securities     Amount         offering     aggregate      Amount of
to be          to be          price        offering       registration
registered     registered     per share    price          fee
__________     __________     _________    _________      ____________
Deferred       $27,225,000    n/a          $27,225,000    $8,031.37
Compensation
Obligations
PART II

         INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference

      The following documents of the registrant are incorporated by reference
into and made a part of this registration statement.  In addition, all
documents subsequently filed by the registrant pursuant to Sections 13, 14
and 15(d) of the Securities Exchange Act of 1934, as amended, prior to the
filing of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities remaining unsold,
shall be deemed to be incorporated by reference into this registration
statement and to be a part hereof from the date of filing of such documents.

      (a) The registrant's Annual Report on Form 10-K for the year ended
          December 31, 1997;

      (b) All other reports filed by the registrant pursuant to Section 13(a)
          or 15(d) of the Securities Exchange Act of 1934, as amended, since
          December 31, 1997; and

      (c) The description of the registrant's common stock contained in its
          Registration Statement on Form 8-A/A (Amendment No. 1) filed on June
          18, 1998 under the Securities Exchange Act of 1934.

Item 4.   Description of Securities

      The deferred compensation obligations registered are issuable under the
1997 Amended and Restated Chiquita Brands International, Inc. Deferred
Compensation Plan (the "Plan").  Participants in the Plan may elect to defer,
within the limitations set by the Plan, portions of their compensation for the
forthcoming Plan year.  Deferrals are made for a term specified by a
Participant, except to the extent limited by or specified in the Plan.
Deferred amounts are credited with interest at the rate specified in an
Interest Rate Schedule for that Plan year and the applicable deferral term.
All deferred amounts and interest on such amounts, offset by any
distributions, are credited to an account maintained in the name of each
participant.  Generally, deferred amounts are paid on the earlier of the end
of the specified deferral term or a participant's death, disability or
termination of employment.  The right of a participant to receive payments
under the Plan is an unsecured claim against the general assets of the
registrant.

Item 5.   Interests of Named Experts and Counsel

      The legality of the securities being registered has been passed upon by
Robert W. Olson, Esq., Senior Vice President, General Counsel and Secretary of
the registrant.  Mr. Olson presently holds shares of Common Stock in the
registrant's Savings and Investment (401(k)) Plan as well as employee stock
options to purchase additional shares of Common Stock and participates in the
Plan.  

Item 6.   Indemnification of Directors and Officers

      Article VI of the registrant's By-Laws provides directors and officers
with the right to indemnification and advancement of expenses to the fullest
extent not prohibited by the New Jersey Business Corporation Act.  Directors
and officers of the registrant are indemnified generally against expenses and
liabilities incurred in connection with any proceedings, including proceedings
by or on behalf of the registrant, relating to their service to or at the
request of the registrant.  However, no indemnification may be made if a
final adjudication establishes that a person's acts or omissions (a) breached
the person's duty of loyalty to the registrant or its shareholders, (b) were
not in good faith or involved a knowing violation of the law, or (c) resulted
in receipt by the person of an improper personal benefit.  Section VIII of
the registrant's Second Restated Certificate of Incorporation also limits
the liability of the registrant's directors and officers, to the fullest
extent permitted by the New Jersey Business Corporation Act, to the registrant
or its shareholders for monetary damages for breach of any duty, except in the
situations set forth in (a) through (c) above.

Item 7.   Exemption from Registration Claimed

      Not applicable.  

Item 8.   Exhibits

Exhibit
Number
_______

   5   Opinion of Counsel
  23.1 Consent of Ernst & Young LLP
  23.2 Consent of Deloitte & Touche LLP
  23.3 Consent of Counsel (included in Exhibit 5)
  24   Power of Attorney

Item 9.   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 of 1933;

          (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 a 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 the
          registration statement or any material change to such
          information in the registration statement;

      Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
if the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the registrant
pursuant to section 13 or section 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in the registration statement.

          (2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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 the offering.

      *(b)    The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each filing of
the registrant's annual report pursuant to section 13(a) or section 15(d) of
the Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement 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.

      *(h)    Insofar as indemnification for liabilities arising under the
Securities Act of 1933 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 Securities and
Exchange Commission such indemnification is against public policy as expressed
in the 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 Act
and will be governed by the final adjudication of such issue.
                    
*        Paragraph references correspond to those of Item 512 of
         Regulation S-K.
SIGNATURES

      The Registrant.  Pursuant to the requirements of the Securities Act of
1933, as amended, 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 14th day of July, 1998.

                               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, as amended,
this registration statement has been signed by the following persons in the
capacities indicated as of the 14th day of July, 1998.

       Signature                      Title

/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

________________________      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
________________________      (Chief Accounting Officer)
William A. Tsacalis