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^*

Rodriguez Manuel

(Last)

(First)

(Middle)

250 EAST FIFTH ST

(Street)

CINCINNATI

45202

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
08/11/2004

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)
	SVP - Govt & Int'l Affairs

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	18	D
Common Stock	1,770⁽¹⁾	D
Common Stock	178⁽²⁾	I	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)
Employee Stock Option (right to buy)⁽³⁾	⁽⁴⁾	05/09/2012	Common Stock	36,250	$16.97	D
Employee Stock Option (right to buy)⁽³⁾	⁽⁴⁾	05/30/2012	Common Stock	36,250	$16.92	D
Warrants to Subscribe for Shares of Common Stock	⁽⁵⁾	03/19/2009	Common Stock	306	$19.23	D
Warrants to Subscribe for Shares of Common Stock⁽⁶⁾	⁽⁷⁾	03/19/2009	Common Stock	1,695	$19.23	I	By 401(k) Plan

Explanation of Responses:

1. Note 1: Table I, Item 2: Restricted Stock Award ("Award") granted February 20, 2004 under the Company's Long-Term Incentive Program (the "LTIP") which is part of the Amended and Restated Chiquita 2002 Stock Option and Incentive Plan (the "Plan"). The shares granted under this Award will vest on January 1, 2005 as long as the reporting person is employed by the Company or any of the Company's subsidiaries on the vesting date. Vesting of the 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. Note 2: Table I, Item 2: Units represent the Reporting Person's investment in the Chiquita Stock Fund of the Chiquita Savings and Investment Plan (a 401(k) plan) which consists of shares of Chiquita Common Stock plus a money market cash account.

3. Note 3: Table II, Item 1. Granted pursuant to the Chiquita Brands International, Inc. 2002 Stock Option and Incentive Plan.

4. Note 4: Table II, Item 2. Option vests over a 4 year period with 25% becoming exercisable on January 1 in each of 2003, 2004, 2005 and 2006.

5. Note 5: Table II, Item 2. Warrants are immediately exercisable.

6. Note 6: Table II, Item 1. Represents 1,695 Warrants held in the Chiquita Savings and Investment Plan (a 401(k) plan) as of June 30, 2004.

7. Note 7: Table II, Item 2. Warrants held in the Chiquita Savings and Investment Plan (a 401(k) Plan) can be sold at any time but can only be exercised when the Common Stock price exceeds the exercise price of the Warrant.

	Robert W. Olson as Attorney-In-Fact for Manuel Rodriguez	08/20/2004
	** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.