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^*

ABU-GHAZALEH MOHAMMAD

(Last)

(First)

(Middle)

C/O FRESH DEL MONTE PRODUCE INC

P.O. BOX 149222

(Street)

CORAL GABLES

33114-9222

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/31/2008

3. Issuer Name and Ticker or Trading Symbol
FRESH DEL MONTE PRODUCE INC [ FDP ]

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

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

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)
Ordinary Shares	2,394,905	D
Ordinary Shares	16,998,924	I	Through IAT Group Inc.⁽¹⁾

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)
4/28/2004 Grant of Employee Options	⁽²⁾	04/28/2014	Ordinary Shares	32,200	$23.815	D
4/27/2005 Grant of Employee Options	⁽³⁾	04/27/2015	Ordinary Shares	161,000	$29.84	D
5/3/2006 Grant of Employee Options	⁽⁴⁾	05/03/2016	Ordinary Shares	96,600	$18.31	D
5/2/2007 Grant of Employee Options	⁽⁵⁾	05/02/2017	Ordinary Shares	128,800	$23.965	D
2/27/2008 Grant of Employee Options	⁽⁶⁾	02/27/2018	Ordinary Shares	161,000	$33.97	D

Explanation of Responses:

1. IAT Group Inc. directly owns 16,998,924 ordinary shares of Fresh Del Monte Produce Inc. IAT Group Inc. is owned by the members of the Abu-Ghazaleh family, including Mohammad Abu-Ghazaleh. Individually, no Abu-Ghazaleh family member owns a controlling interest in IAT Group Inc. Nevertheless, because each of the IAT Group Inc. shareholders votes with the other family members, the Abu-Ghazaleh family jointly controls IAT Group Inc. As a result, each individual Abu-Ghazaleh family member may be deemed to beneficially own all of the ordinary shares directly owned by IAT Group Inc; however, each Abu-Ghazaleh family member disclaims beneficial ownership of such ordinary shares except to the extent of his or her pecuniary interest therein.

2. The option will become exercisable with respect to 32,200 shares on 4/28/2008.

3. The option is currently exercisable with respect to 96,600 shares and will become exercisable with respect to 32,200 shares on each of 4/27/2008 and 4/27/2009.

4. The option will become exercisable with respect to 32,200 shares on each of 5/3/2008, 5/3/2009, and 5/3/2010.

5. The option will become exercisable with respect to 32,200 shares on each of 5/2/2008, 5/2/2009, 5/2/2010, and 5/2/2011.

6. The option is currently exercisable with respect to 32,200 shares and will become exercisable with respect to 32,200 shares on each of 2/27/2009, 2/27/2010, 2/27/2011, and 2/27/2012.

Remarks:

Note: Issuer lost its foreign private issuer status as of March 31, 2008, and therefore became subject to Section 16 of the Securities Exchange Act of 1934, as amended.

	Bruce Jordan, Attorney-in-fact for Mohammad Abu-Ghazaleh	04/02/2008
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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