SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Gallagher James

(Last)

(First)

(Middle)

950 E. BLANCO RD

(Street)

SALINAS

93912

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
11/16/2006

3. Issuer Name and Ticker or Trading Symbol
CHIQUITA BRANDS INTERNATIONAL INC [ cqb ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	VP Corp Sales & Customer Dev

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock⁽¹⁾	19,427	D
Common Stock	605	I⁽²⁾	by Employee Stock Purchase Plan
Common Stock	1,987	I⁽³⁾	by 401(k) Plan

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Warrants to Subscribe for Shares of Common Stock	⁽⁴⁾	03/19/2009	Common Stock	25,000	$19.23	D
Warrants to Subscribe for Shares of Common Stock	⁽⁴⁾	03/19/2009	Common Stock	300	$19.23	I	by spouse

Explanation of Responses:

1. Table 1, Item 1: Restricted Stock Awards granted on March 10 and October 18, 2006, respectively, pursuant to the Chiquita Stock and Incentive Plan. The shares granted under each Award vest at the rate of 25% per year on the Award's anniversary dates in 2007, 2008, 2009 and 2010. Vesting of an Award may be accelerated under certain circumstances, including a Change of Control or termination of employment due to death, Disability or Retirement (as each is defined in the Plan).

2. Table 1, Item 3: Represents the number of whole shares held in the Chiquita Employee Stock Purchase Plan, a Section 423 Plan, based on a plan statement dated as of October 9, 2006.

3. Table 1, Item 3: Represents the number of whole units held in the Chiquita Stock Fund of the Company's Savings and Investment Plan, a 401(k) Plan, based on a plan statement dated as of September 30, 2006.

4. Table 2, Item 2: Warrants are immediately exercisable.

	James E. Thompson as Attorney-in-Fact for James Gallagher	11/17/2006
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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