<PAGE> 1
Filed Pursuant to Rule 424(b)(3)
Form S-3; Commission File No. 333-51483
FIFTH 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 October 22, 1998:
<TABLE>
<CAPTION>
Beneficial Ownership Beneficial Ownership
As of October 5, 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 3.6% 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 1.7% 86,548 0 0%
Salsar Holdings Limited 392 * 392 0 0%
Sarraino Holdings Limited(4) 86,548 1.7% 86,548 0 0%
William P. Boone 10,000 * 10,000 0 0%
Mike Hale 1,335 * 1,335 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
September 14, 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 OCTOBER 22, 1998.
