03-4359. Issuer Delisting; Notice of Application To Withdraw From Listing and Registration on The Boston Stock Exchange, Inc. (Chiquita Brands International, Inc., Common Stock, $.01 par value, (the “Old Common Stock” in existence through March 19, ...

February 19, 2003.

Chiquita Brands International, Inc., a New Jersey corporation (“Issuer”), has filed an application with the Securities and Exchange Commission (“Commission”), pursuant to Section 12(d) of the Securities Exchange Act of 1934 (“Act”) ^[1] and Rule 12d2-2(d) thereunder,^[2] to withdraw its $.01 par value, (the “Old Common Stock” in existence through March 19, 2002) (“Security”), from listing and registration on the Boston Stock Exchange, Inc. (“BSE” or “Exchange”).

On February 13, 2002, the Board of Directors (“Board”) of the Issuer approved resolutions to withdraw the Security from listing on the Exchange. The Board states that the following reasons factored into its decision to withdraw the Security from the BSE: (i) The Security has not traded on the BSE since March 19, 2002, on which date the Issuer emerged from a reorganization under Chapter 11 of the United States bankruptcy laws, and in connection with the reorganization, canceled all of its securities outstanding prior to the effectiveness of the reorganization and issued new common stock (the “New Common Stock”) and other securities to certain investors; (ii) the New Common Stock has been listed on the New York Stock Exchange, Inc. (“NYSE”) since March 19, 2002; and (iii) the Issuer sought to simplify its operations, and determined to maintain listing of the New Common Stock only on the NYSE. The Issuer notes that the New Common Stock is not listed on the BSE and only trades on the Exchange on an unlisted trading privileges basis.

The Issuer stated in its application that it has met the requirements of the BSE rules governing an issuer's voluntary withdrawal of a security from listing and registration. The Issuer's application relates solely to the Security's withdrawal from listing on the BSE and from registration under Section 12(b) of the Act ^[3] and shall not affect its obligation to be registered under Section 12(g) of the Act.^[4]

Any interested person may, on or before March 14, 2003, submit by letter to the Secretary of the Securities and Exchange Commission, 450 Fifth Street, NW., Washington, DC 20549-0609, facts bearing upon whether the application has been made in accordance with the rules of the BSE and what terms, if any, should be imposed by the Commission for the protection of investors. The Commission, based on the information submitted to it, will issue an order granting the application after the date mentioned above, unless the Commission determines to order a hearing on the matter.

For the Commission, by the Division of Market Regulation, pursuant to delegated authority.^[5]

Jonathan G. Katz,

Secretary.

Footnotes

1.  15 U.S.C. 78 l (d).

2.  17 CFR 240.12d2-2(d).

3.  15 U.S.C. 78 l (b).

4.  15 U.S.C. 78 l (g).

5.  17 CFR 200.30-3(a)(1).