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

                                  SCHEDULE 13G

                    Under the Securities Exchange Act of 1934

                               (Amendment No. 4 )*


                       CHIQUITA BRANDS INTERNATIONAL, INC.
       ------------------------------------------------------------------
                                (Name of Issuer)


                                  Common Stock
       ------------------------------------------------------------------
                         (Title of Class of Securities)


                                    170032809
       ------------------------------------------------------------------
                                 (CUSIP Number)



                                December 31, 2005
       ------------------------------------------------------------------
             (Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:

     [_]  Rule 13d-1(b)
     [X]  Rule 13d-1(c)
     [_]  Rule 13d-1(d)

- ------------------
*    The  remainder  of this  cover  page  shall be filled  out for a  reporting
     person's  initial  filing on this form with respect to the subject class of
     securities,  and for any subsequent amendment containing  information which
     would alter the disclosures provided in a prior cover page.

     The  information  required in the remainder of this cover page shall not be
     deemed to be  "filed"  for the  purpose  of  Section  18 of the  Securities
     Exchange  Act of 1934 ("Act") or otherwise  subject to the  liabilities  of
     that section of the Act but shall be subject to all other provisions of the
     Act (however, see the Notes).





CUSIP No. 170032809
          ----------------

1.   Names of Reporting  Persons/  I.R.S.  Identification  Nos. of Above Persons
     (entities only):
                                 LEON G. COOPERMAN

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2.  Check the Appropriate Box if a Member of a Group (See Instructions)

         (a)   [_]
         (b)   [X]
- -----------------------------------------------------------------

3.  SEC  Use  Only

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

4.  Citizenship or Place of Organization:

         UNITED STATES

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

Number of             5.  Sole Voting Power:              451,800
Shares Bene-
ficially              6.  Shared Voting Power             287,200
Owned by
Each Report-          7.  Sole Dispositive Power:         451,800
ing Person
With                  8.  Shared Dispositive Power        287,200

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

9.  Aggregate Amount Beneficially Owned by Each Reporting Person:

                                        739,000

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

10.  Check Box if the Aggregate Amount in Row (9) Excludes
     Certain Shares [_]

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

11.  Percent of Class Represented by Amount in Row (9):

                                        1.8%

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

12.  Type of Reporting Person

                                        IN

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




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Item 1(a) Name of Issuer:

         Chiquita Brands International, Inc.   (the "Issuer").


Item 1(b) Address of the Issuer's Principal Executive Offices:

         250 East Fifth Street
         Cincinnati, Ohio 45202

Item 2(a) Name of Person Filing:

     This statement is filed on behalf of Leon G. Cooperman ("Mr. Cooperman").

     Mr.  Cooperman  is  the  Managing  Member  of  Omega   Associates,   L.L.C.
("Associates"),  a limited  liability  company  organized  under the laws of the
State of Delaware.  Associates is a private  investment firm formed to invest in
and act as general  partner of  investment  partnerships  or similar  investment
vehicles.  Associates  is the  general  partner  of three  limited  partnerships
organized  under the laws of  Delaware  known as Omega  Capital  Partners,  L.P.
("Capital LP"), Omega Capital Investors,  L.P.("Investors LP"), and Omega Equity
Investors,  L.P.  ("Equity  LP").  These entities are private  investment  firms
engaged in the  purchase and sale of  securities  for  investment  for their own
accounts.

     Mr. Cooperman is the President and majority  stockholder of Omega Advisors,
Inc.  ("Advisors"),  a Delaware  corporation,  engaged in  providing  investment
management services and is deemed to control said entity. Advisors serves as the
investment  manager to Omega  Overseas  Partners,  Ltd.  ("Overseas"),  a Cayman
Islands  exempted  company,  with a business  address at British American Tower,
Third Floor,  Jennrett  Street,  Georgetown,  Grand Cayman Island,  British West
Indies.  Mr. Cooperman has investment  discretion over portfolio  investments of
Overseas and is deemed to control such investments.

     Advisors  also serves as a  discretionary  investment  advisor to a limited
number of institutional clients (the "Managed Accounts"). As to the Shares owned
by the Managed Accounts, there would be shared power to dispose or to direct the
disposition  of such Shares  because the owners of the Managed  Accounts  may be
deemed  beneficial owners of such Shares pursuant to Rule 13d-3 under the Act as
a result of their right to terminate the  discretionary  account within a period
of 60 days.  Mr.  Cooperman is the ultimate  controlling  person of  Associates,
Capital LP, Investors LP, Equity LP, and Advisors.


Item 2(b) Address of Principal Business Office or, if None, Residence:

     The  address of the  principal  business  office of each of Mr.  Cooperman,
Capital LP, Investors LP, Equity LP,  Overseas,  and Advisors is 88 Pine Street,
Wall Street Plaza - 31st Floor, New York, New York 10005.


Item 2(c) Citizenship:

     Mr. Cooperman is a United States citizen;








                                       3




Item 2(d) Title of Class of Securities:

     Common Stock (the "Shares")


Item 2(e) CUSIP Number: 170032809


Item  3.  If  this  statement  is  filed  pursuant  toSections  240.13d-1(b)  or
          240.13d-2(b)or (c):

     This Item 3 is not applicable.


Item 4.  Ownership:


Item 4(a) (b) Amount Beneficially Owned and Percent of Class:

     Mr.  Cooperman may be deemed the  beneficial  owner of 739,000 Shares which
constitutes  approximately 1.8% of the total number of Shares outstanding.  This
is based on the Company's Form 10-Q for the quarterly period ended September 30,
2005 which reflected 41,924,962 Shares outstanding as of October 31, 2005.

     This consists of 216,900 Shares owned by Capital LP; 17,700 Shares owned by
Investors  LP;  68,500  Shares  owned by  Equity  LP;  148,700  Shares  owned by
Overseas; and 287,200 Shares owned by the Managed Accounts.


Item 4(c) Number of Shares as to which such person has:

     (i)  Sole power to vote or to direct the vote:

                    451,800

     (ii) Shared power to vote or to direct the vote:

                    287,200

     (iii) Sole power to dispose or to direct the disposition of:

                    451,800

     (iv) Shared power to dispose or to direct the disposition of:

                    287,200





                                       4




Item 5. Ownership of Five Percent or Less of a Class:

     Mr. Cooperman owns less than 5% of the Issuer's securities.


Item 6. Ownership of More than Five Percent on Behalf of Another Person:

     This Item 6 is not applicable.


Item 7.  Identification and Classification of the  SubsidiaryWhich  Acquired the
         Security Being Reported on by the Parent Holding Company:

     This Item 7 is not applicable.


Item 8. Identification and Classification of Members of the Group.

     This Item 8 is not applicable.


Item 9.  Notice of Dissolution of Group:

     This Item 9 is not applicable.


Item 10. Certification:

     By  signing  below  the  undersigned  certifies  that,  to the  best of his
knowledge and belief, the securities referred to above were not acquired and are
not held for the purpose of or with the effect of changing  or  influencing  the
control of the Issuer of the  securities  and were not acquired and are not held
in connection with or as a participant in any transaction having that purpose or
effect.


                                   SIGNATURES

     After  reasonable  inquiry and to the best of my knowledge and belief,  the
undersigned  certifies that the information set forth in this statement is true,
complete and correct.


DATED:  February 8, 2006 as of December 31, 2005

LEON G. COOPERMAN, individually,
as Managing Member of Omega
Associates, L.L.C. on behalf of
Omega Capital Partners, L.P.,
Omega Capital Investors, L.P.,
Omega Equity Investors, L.P., and
as President of Omega Advisors, Inc.


By /s/ ALAN M. STARK
  ------------------
  Alan M. Stark
  Attorney-in-Fact
Power of Attorney on file


ATTENTION:  INTENTIONAL  MISSTATEMENTS  OR OMISSIONS OF FACT CONSTITUTE  FEDERAL
            CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001).

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