<PAGE> 1
Filed Pursuant to Rule 424(b)(3)
Form S-3; Commission File No. 333-51483
THIRD PROSPECTUS SUPPLEMENT TO
FRESH AMERICA CORP. PROSPECTUS
DATED APRIL 30, 1998
Referring to the Fresh America Corp. Prospectus dated April 30, 1998, the table
in the section entitled "Selling Shareholders" on page 7 is hereby replaced with
the following table effective as of July 10, 1998:
<TABLE>
<CAPTION>
Beneficial Ownership Beneficial Ownership
As of July 10, 1998 After Offering
-------------------------------------- ------------------------
Number of Percent of Shares to Number of Percent of
Name of Beneficial Owner Shares Class(1) be Sold(2) Shares Class
- ------------------------ ---------- ------------ --------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Jack Cancellieri 185,534 3.8% 185,534 0 0%
Arnold Fogle 1,178 * 1,178 0 0%
Bill Kertes 14,375 * 14,375 0 0%
Peter Miller 9,375 * 9,375 0 0%
Agustino Sarraino 1,178 * 1,178 0 0%
Fernando Vargas 74,903 1.5% 74,903 0 0%
Arnold Fogle Holdings Limited(3) 86,548 1.8% 86,548 0 0%
First Lawrence Capital Corp. 23,592 * 23,592 0 0%
Salsar Holdings Limited 392 * 392 0 0%
Sarraino Holdings Limited(4) 86,548 1.8% 86,548 0 0%
William P. Boone 20,000 * 20,000 0 0%
Mike Hale 10,335 * 10,335 0 0%
Greg Rowe 10,335 * 10,335 0 0%
Carol Boone 4,625 * 4,625 0 0%
</TABLE>
- ---------------
* Less than one percent
(1) Computed based on the shares of Common Stock outstanding as of May 12,
1998, plus the total number of shares of Common Stock that certain
Selling Shareholders have the right to acquire within 60 days. Such
shares of Common Stock issuable within such 60 days, however, are not
deemed outstanding for purposes of computing the percentage of
ownership of any other person.
(2) Assumes all the shares of Common Stock that may be offered are sold.
(3) Arnold Fogle, a Selling Shareholder, owns all of the outstanding
capital stock of Arnold Fogle Holdings Limited.
(4) Agustino Sarraino, a Selling Shareholder, owns all of the outstanding
capital stock of Sarraino Holdings Limited.
THE DATE OF THIS PROSPECTUS SUPPLEMENT IS JULY 10, 1998.
