content: <PAGE>   1
     As filed with the Securities and Exchange Commission on September 5, 1997
                                                             Registration No. ____
  ================================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
  
                                -------------------
  
                                      FORM S-8
                          REGISTRATION STATEMENT UNDER THE
                               SECURITIES ACT OF 1933
  
                                FRESH AMERICA CORP.
               (Exact Name of Registrant as Specified in Its Charter)
  
  
             TEXAS                                               76-0281274
  - -------------------------------                             -------------------
  (State or Other Jurisdiction of                              (I.R.S. Employer
  Incorporation or Organization)                              Identification No.)
  
                                 ONE LINCOLN CENTRE
                                  5400 LBJ FREEWAY
                                     SUITE 1025
                                DALLAS, TEXAS 75240
                                   (972) 774-0575
         (Address, including Zip Code, and Telephone Number, including Area
                 Code, of Registrant's Principal Executive Offices)
  
                                FRESH AMERICA CORP.
                          1996 STOCK OPTION AND AWARD PLAN
                                (Full Title of Plan)
  
              DAVID I. SHEINFELD                              COPY TO:
             CHAIRMAN OF THE BOARD                     ALAN J. BOGDANOW, ESQ.
              FRESH AMERICA CORP.                       HUGHES & LUCE, L.L.P.
              ONE LINCOLN CENTRE                    1717 MAIN STREET, SUITE 2800
          5400 LBJ FREEWAY, SUITE 1025                   DALLAS, TEXAS 75201
             DALLAS, TEXAS 75240
               (972) 774-0575
     (Name, Address, and Telephone Number,
  including Area Code, of Agent for Service)
  
                                -------------------
  
                          CALCULATION OF REGISTRATION FEE
  
  <TABLE>
  <CAPTION>
  ================================================================================
                                        PROPOSED        PROPOSED
  TITLE OF EACH CLASS     AMOUNT        MAXIMUM          MAXIMUM       AMOUNT OF
     OF SECURITIES         TO BE     OFFERING PRICE     AGGREGATE     REGISTRATION
    TO BE REGISTERED   REGISTERED(1)  PER SHARE(2)  OFFERING PRICE(2)      FEE
  - --------------------------------------------------------------------------------
  <S>                   <C>          <C>             <C>              <C>
  Common Stock, $.01
  par value               150,000           $18.375       $2,756,250       $835.23
  ================================================================================
  </TABLE>
  
  (1)  In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as
       amended, this Registration Statement also covers an indeterminate number
       of shares of Common Stock that may be issued if certain anti-dilution
       provisions of the Fresh America Corp. 1996 Stock Option and Award Plan
       become operative.
  
  (2)  Estimated solely for the purpose of calculating the registration fee on
       the basis of the average of the high and low price paid per share of
       Common Stock, as reported on the Nasdaq National Market on September 3,
       1997, in accordance with Rule 457(h) promulgated under the Securities Act
       of 1933, as amended.
  
  ================================================================================
  <PAGE>   2
                                       PART I
  
       INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
  
  
  ITEM 1. PLAN INFORMATION.
  
       Not required to be filed with this Registration Statement.
  
  ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
  
       Not required to be filed with this Registration Statement.
  
  
                                      PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
  
       The following documents heretofore filed with the Securities and Exchange
  Commission (the "Commission") by Fresh America Corp. (the "Registrant") are
  incorporated by reference in this Registration Statement:
  
       (a) Annual Report on Form 10-K for the fiscal year ended January 3, 1997,
  which contains audited financial statements of the Registrant for the
  Registrant's last completed fiscal year for which such statements have been
  filed.
  
       (b) All reports filed by the Registrant pursuant to Sections 13(a) or
  15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
  since January 3, 1997.
  
       (c) The description of the Registrant's Common Stock set forth in the
  Registrant's Registration Statement on Form 8-A, dated May 12, 1994 (Commission
  File Number 0-24124), including any amendment or report filed for the purpose
  of updating such description.
  
       All documents subsequently filed by the Registrant pursuant to Sections
  13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
  post-effective amendment to this Registration Statement which indicates that
  all of the shares of Common Stock offered have been sold or which deregisters
  all of such shares then remaining unsold, shall be deemed to be incorporated by
  reference in this Registration Statement and to be a part hereof from the date
  of filing of such documents (such documents, and the documents enumerated
  above, being hereinafter referred to as "Incorporated Documents").
  
       Any statement contained in an Incorporated Document shall be deemed to be
  modified or superseded for purposes of this Registration Statement to the
  extent that a statement contained herein or in any other subsequently filed
  Incorporated Document modifies or supersedes such
  
  
                                         2
  <PAGE>   3
  
  statement. Any statement so modified or superseded shall not be deemed, except
  as so modified or superseded, to constitute a part of this Registration
  Statement.
  
  
  ITEM 4. DESCRIPTION OF SECURITIES.
  
       Not applicable.
  
  ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
       Not applicable.
  
  ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
       As permitted by the Texas Business Corporation Act ("TBCA"), the
  Registrant's Bylaws provide that the directors and officers of the Registrant
  will be indemnified by the Registrant against certain liabilities that those
  persons may incur in their capacities as directors or officers. Furthermore,
  the Registrant's Restated Articles of Incorporation eliminate the liability of
  directors of the Registrant to the maximum extent permitted by the TBCA.
  
       Insofar as indemnification by the Registrant for liabilities arising under
  the Securities Act of 1933, as amended (the "Securities Act"), may be permitted
  to directors, officers, or persons controlling the Registrant pursuant to the
  foregoing provisions, the Registrant has been informed that in the opinion of
  the Commission such indemnification is against public policy as expressed in
  the Securities Act and is therefore unenforceable.
  
  ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
  
       Not applicable.
  
  ITEM 8. EXHIBITS.
  
       The Exhibits to this Registration Statement are listed in the Index to
  Exhibits on page 7 of this Registration Statement, which Index is incorporated
  herein by reference.
  
  ITEM 9. UNDERTAKINGS.
  
       (a) The Registrant hereby undertakes:
  
            (1) To file, during any period in which offers or sales are being
       made, a post-effective amendment to this Registration Statement:
  
                 (i) To include any prospectus required by Section 10(a)(3) of
            the Securities Act;
  
  
                                         3
  <PAGE>   4
                 (ii) To reflect in the prospectus any facts or events arising
            after the effective date of the Registration Statement (or the most
            recent post-effective amendment thereof) which, individually or in
            the aggregate, represent a fundamental change in the information set
            forth in the Registration Statement;
  
                 (iii) To include any material information with respect to the
            plan of distribution not previously disclosed in the Registration
            Statement or any material change to such information in the
            Registration Statement;
  
  provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
  information required to be included in a post-effective amendment by those
  paragraphs is contained in periodic reports filed with or furnished to the
  Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
  Exchange Act that are incorporated by reference in the Registration Statement.
  
            (2) That, for the purpose of determining any liability under the
       Securities Act, each such post-effective amendment shall be deemed to be a
       new registration statement to the securities offered therein, and the
       offering of such securities at that time shall be deemed to be the initial
       bona fide offering thereof.
  
            (3) To remove from registration by means of a post-effective
       amendment any of the securities being registered which remain unsold at
       the termination of the offering.
  
       (b) The Registrant hereby undertakes that for purposes of determining any
  liability under the Securities Act, each filing of the Registrant's annual
  report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where
  applicable, each filing of an employee benefit plan's annual report pursuant to
  Section 15(d) of the Exchange Act) that is incorporated by reference in this
  Registration Statement shall be deemed to be a new registration statement
  relating to the securities offered herein, and the offering of such securities
  at that time shall be deemed to be the initial bona fide offering thereof.
  
       (c) Insofar as indemnification by the Registrant for liabilities arising
  under the Securities Act may be permitted to directors, officers and
  controlling persons of the Registrant pursuant to the provisions described in
  Item 6, or otherwise, the Registrant has been advised that in the opinion of
  the Commission such indemnification is against public policy as expressed in
  the Securities Act and is, therefore, unenforceable. In the event that a claim
  for indemnification by the Registrant against such liabilities (other than the
  payment by the Registrant of expenses incurred or paid by a director, officer
  or controlling person of the Registrant in the successful defense of any
  action, suit or proceeding) is asserted by such director, officer or
  controlling person in connection with the securities being registered, the
  Registrant will, unless in the opinion of its counsel the matter has been
  settled by controlling precedent, submit to a court of appropriate jurisdiction
  the question whether such indemnification by it is against public policy as
  expressed in the Securities Act and will be governed by the final adjudication
  of such issue.
  
  
                                         4
  <PAGE>   5
                                     SIGNATURES
  
  
       Pursuant to the requirements of the Securities Act, the Registrant
  certifies that it has reasonable grounds to believe that it meets all of the
  requirements for filing on Form S-8 and has duly caused this Registration
  Statement to be signed on its behalf by the undersigned, thereunto duly
  authorized, in Dallas, Texas, on September 5, 1997.
  
                                          FRESH AMERICA CORP.
  
  
  
                                          By: /s/ DAVID I. SHEINFELD
                                             -------------------------
                                             Chairman of the Board
                                             and Chief Executive Officer
                                             (Principal Executive Officer)
  
  
                                         5
  <PAGE>   6
  
                                 POWER OF ATTORNEY
  
  
       We, the undersigned officers and directors of Fresh America Corp., hereby
  severally constitute and appoint David I. Sheinfeld, Steve R. Grinstead and
  Robert C. Kiehnle and each of them singly, our true and lawful attorneys with
  full power to them, and each of them singly, to sign for us and in our names in
  the capacities indicated below, the Registration Statement on Form S-8 filed
  herewith and any and all amendments (including post-effective amendments) to
  the Registration Statement, and generally to do all things in our name and
  behalf in the capacities indicated below to enable Fresh America Corp. to
  comply with the provisions of the Securities Act of 1933, as amended, and all
  requirements to the Securities and Exchange Commission, hereby ratifying and
  confirming our signatures as they may be signed by our attorneys, or any of
  them, to said Registration Statement and any and all amendments thereto.
  
       Pursuant to the requirements of the Securities Act of 1933, this
  Registration Statement has been signed by the following persons in the
  capacities and on the dates indicated:
  
  
  <TABLE>
  <CAPTION>
        Signature                    Title                         Date
        ---------                    -----                         ----
  <S>                     <C>                               <C>
  
  /s/ David I. Sheinfeld     Chairman of the Board          September 5, 1997
  - ----------------------   and Chief Executive Officer
      David I. Sheinfeld  (Principal Executive Officer)
  
  
  /s/ Robert C. Kiehnle   Executive Vice President and      September 5, 1997
  - ----------------------    Chief Financial Officer
      Robert C. Kiehnle    (Principal Financial and
                              Accounting Officer)
  
  
  /s/ Steve R. Grinstead            Director                September 5, 1997
  - ---------------------- 
      Steve R. Grinstead
  
  
  /s/ Thomas M. Hubbard             Director                September 5, 1997
  - ---------------------- 
      Thomas M. Hubbard
  
  
  /s/ Sheldon I. Stein              Director                September 5, 1997
  - ---------------------- 
      Sheldon I. Stein
  
  
                                    Director                September 5, 1997
  - ---------------------- 
      Colon Washburn
  </TABLE>
  
  
  
                                         6
  <PAGE>   7
                                 INDEX TO EXHIBITS
  
  
  <TABLE>
  <CAPTION>
                                              Exhibit
  Exhibit Number                            Description
  - --------------                            -----------
  <S>             <C>
  4.1             Restated Articles of Incorporation of the Registrant, filed as
                  Exhibit 3.1 to the Registration Statement on Form S-1 (No.
                  33-77620) and incorporated herein by reference.
  
  4.2             Amended and Restated Bylaws of the Registrant, filed as Exhibit
                  3.2 to the Registration Statement on Form S-1 (No. 33-77620)
                  and incorporated herein by reference.
  
  4.3             Fresh America Corp. 1996 Stock Option and Award Plan, filed as
                  Exhibit 10.1 to the Registrant's Form 10-Q for the quarterly
                  period ended September 27, 1996 and incorporated herein by
                  reference.
  
  4.4*            First Amendment to Fresh America Corp. 1996 Stock Option and
                  Award Plan.
  
  5.1*            Opinion of Hughes & Luce, L.L.P.
  
  23.1            Consent of Hughes & Luce, L.L.P. (contained in Exhibit 5.1)
  
  23.2*           Consent of KPMG Peat Marwick LLP
  
  24.1            Power of Attorney (contained at page II-6)
  </TABLE>
  
  - ---------------
  
  * Filed herewith.
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 15791}]
metadata_filer: {"company-data": {"conformed-name": "FRESH AMERICA CORP", "cik": "0000921614", "assigned-sic": "5140", "irs-number": "760281274", "state-of-incorporation": "TX", "fiscal-year-end": "0102"}, "filing-values": {"form-type": "S-8", "file-number": "333-35019", "film-number": "97676004"}, "business-address": {"street1": "12450 CUTTEN RD", "city": "HOUSTON", "state": "TX", "zip": "77066", "phone": "7134448596"}, "mail-address": {"street1": "12450 CUTTEN RD", "city": "HOUSTON", "state": "TX", "zip": "77066"}}
text: 1
     As filed with the Securities and Exchange Commission on September 5, 1997
                                                             Registration No. ____
  ================================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
  
                                -------------------
  
                                      FORM S-8
                          REGISTRATION STATEMENT UNDER THE
                               SECURITIES ACT OF 1933
  
                                FRESH AMERICA CORP.
               (Exact Name of Registrant as Specified in Its Charter)
  
             TEXAS                                               76-0281274
  - -------------------------------                             -------------------
  (State or Other Jurisdiction of                              (I.R.S. Employer
  Incorporation or Organization)                              Identification No.)
  
                                 ONE LINCOLN CENTRE
                                  5400 LBJ FREEWAY
                                     SUITE 1025
                                DALLAS, TEXAS 75240
                                   (972) 774-0575
         (Address, including Zip Code, and Telephone Number, including Area
                 Code, of Registrant's Principal Executive Offices)
  
                                FRESH AMERICA CORP.
                          1996 STOCK OPTION AND AWARD PLAN
                                (Full Title of Plan)
  
              DAVID I. SHEINFELD                              COPY TO:
             CHAIRMAN OF THE BOARD                     ALAN J. BOGDANOW, ESQ.
              FRESH AMERICA CORP.                       HUGHES & LUCE, L.L.P.
              ONE LINCOLN CENTRE                    1717 MAIN STREET, SUITE 2800
          5400 LBJ FREEWAY, SUITE 1025                   DALLAS, TEXAS 75201
             DALLAS, TEXAS 75240
               (972) 774-0575
     (Name, Address, and Telephone Number,
  including Area Code, of Agent for Service)
  
                                -------------------
  
                          CALCULATION OF REGISTRATION FEE
  ================================================================================
                                        PROPOSED        PROPOSED
  TITLE OF EACH CLASS     AMOUNT        MAXIMUM          MAXIMUM       AMOUNT OF
     OF SECURITIES         TO BE     OFFERING PRICE     AGGREGATE     REGISTRATION
    TO BE REGISTERED   REGISTERED(1)  PER SHARE(2)  OFFERING PRICE(2)      FEE
  - --------------------------------------------------------------------------------
  Common Stock, $.01
  par value               150,000           $18.375       $2,756,250       $835.23
  ================================================================================
  (1)  In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as
       amended, this Registration Statement also covers an indeterminate number
       of shares of Common Stock that may be issued if certain anti-dilution
       provisions of the Fresh America Corp. 1996 Stock Option and Award Plan
       become operative.
  
  (2)  Estimated solely for the purpose of calculating the registration fee on
       the basis of the average of the high and low price paid per share of
       Common Stock, as reported on the Nasdaq National Market on September 3,
       1997, in accordance with Rule 457(h) promulgated under the Securities Act
       of 1933, as amended.
  
  ================================================================================
  2
                                       PART I
  
       INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
  
  ITEM 1. PLAN INFORMATION.
  
       Not required to be filed with this Registration Statement.
  
  ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
  
       Not required to be filed with this Registration Statement.
  
                                      PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
  
       The following documents heretofore filed with the Securities and Exchange
  Commission (the "Commission") by Fresh America Corp. (the "Registrant") are
  incorporated by reference in this Registration Statement:
  
       (a) Annual Report on Form 10-K for the fiscal year ended January 3, 1997,
  which contains audited financial statements of the Registrant for the
  Registrant's last completed fiscal year for which such statements have been
  filed.
  
       (b) All reports filed by the Registrant pursuant to Sections 13(a) or
  15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
  since January 3, 1997.
  
       (c) The description of the Registrant's Common Stock set forth in the
  Registrant's Registration Statement on Form 8-A, dated May 12, 1994 (Commission
  File Number 0-24124), including any amendment or report filed for the purpose
  of updating such description.
  
       All documents subsequently filed by the Registrant pursuant to Sections
  13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
  post-effective amendment to this Registration Statement which indicates that
  all of the shares of Common Stock offered have been sold or which deregisters
  all of such shares then remaining unsold, shall be deemed to be incorporated by
  reference in this Registration Statement and to be a part hereof from the date
  of filing of such documents (such documents, and the documents enumerated
  above, being hereinafter referred to as "Incorporated Documents").
  
       Any statement contained in an Incorporated Document shall be deemed to be
  modified or superseded for purposes of this Registration Statement to the
  extent that a statement contained herein or in any other subsequently filed
  Incorporated Document modifies or supersedes such
  
                                         2
  3
  
  statement. Any statement so modified or superseded shall not be deemed, except
  as so modified or superseded, to constitute a part of this Registration
  Statement.
  
  ITEM 4. DESCRIPTION OF SECURITIES.
  
       Not applicable.
  
  ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
       Not applicable.
  
  ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
       As permitted by the Texas Business Corporation Act ("TBCA"), the
  Registrant's Bylaws provide that the directors and officers of the Registrant
  will be indemnified by the Registrant against certain liabilities that those
  persons may incur in their capacities as directors or officers. Furthermore,
  the Registrant's Restated Articles of Incorporation eliminate the liability of
  directors of the Registrant to the maximum extent permitted by the TBCA.
  
       Insofar as indemnification by the Registrant for liabilities arising under
  the Securities Act of 1933, as amended (the "Securities Act"), may be permitted
  to directors, officers, or persons controlling the Registrant pursuant to the
  foregoing provisions, the Registrant has been informed that in the opinion of
  the Commission such indemnification is against public policy as expressed in
  the Securities Act and is therefore unenforceable.
  
  ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
  
       Not applicable.
  
  ITEM 8. EXHIBITS.
  
       The Exhibits to this Registration Statement are listed in the Index to
  Exhibits on page 7 of this Registration Statement, which Index is incorporated
  herein by reference.
  
  ITEM 9. UNDERTAKINGS.
  
       (a) The Registrant hereby undertakes:
  
            (1) To file, during any period in which offers or sales are being
       made, a post-effective amendment to this Registration Statement:
  
                 (i) To include any prospectus required by Section 10(a)(3) of
            the Securities Act;
  
                                         3
  4
                 (ii) To reflect in the prospectus any facts or events arising
            after the effective date of the Registration Statement (or the most
            recent post-effective amendment thereof) which, individually or in
            the aggregate, represent a fundamental change in the information set
            forth in the Registration Statement;
  
                 (iii) To include any material information with respect to the
            plan of distribution not previously disclosed in the Registration
            Statement or any material change to such information in the
            Registration Statement;
  
  provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
  information required to be included in a post-effective amendment by those
  paragraphs is contained in periodic reports filed with or furnished to the
  Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
  Exchange Act that are incorporated by reference in the Registration Statement.
  
            (2) That, for the purpose of determining any liability under the
       Securities Act, each such post-effective amendment shall be deemed to be a
       new registration statement to the securities offered therein, and the
       offering of such securities at that time shall be deemed to be the initial
       bona fide offering thereof.
  
            (3) To remove from registration by means of a post-effective
       amendment any of the securities being registered which remain unsold at
       the termination of the offering.
  
       (b) The Registrant hereby undertakes that for purposes of determining any
  liability under the Securities Act, each filing of the Registrant's annual
  report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where
  applicable, each filing of an employee benefit plan's annual report pursuant to
  Section 15(d) of the Exchange Act) that is incorporated by reference in this
  Registration Statement shall be deemed to be a new registration statement
  relating to the securities offered herein, and the offering of such securities
  at that time shall be deemed to be the initial bona fide offering thereof.
  
       (c) Insofar as indemnification by the Registrant for liabilities arising
  under the Securities Act may be permitted to directors, officers and
  controlling persons of the Registrant pursuant to the provisions described in
  Item 6, or otherwise, the Registrant has been advised that in the opinion of
  the Commission such indemnification is against public policy as expressed in
  the Securities Act and is, therefore, unenforceable. In the event that a claim
  for indemnification by the Registrant against such liabilities (other than the
  payment by the Registrant of expenses incurred or paid by a director, officer
  or controlling person of the Registrant in the successful defense of any
  action, suit or proceeding) is asserted by such director, officer or
  controlling person in connection with the securities being registered, the
  Registrant will, unless in the opinion of its counsel the matter has been
  settled by controlling precedent, submit to a court of appropriate jurisdiction
  the question whether such indemnification by it is against public policy as
  expressed in the Securities Act and will be governed by the final adjudication
  of such issue.
  
                                         4
  5
                                     SIGNATURES
  
       Pursuant to the requirements of the Securities Act, the Registrant
  certifies that it has reasonable grounds to believe that it meets all of the
  requirements for filing on Form S-8 and has duly caused this Registration
  Statement to be signed on its behalf by the undersigned, thereunto duly
  authorized, in Dallas, Texas, on September 5, 1997.
  
                                          FRESH AMERICA CORP.
  
                                          By: /s/ DAVID I. SHEINFELD
                                             -------------------------
                                             Chairman of the Board
                                             and Chief Executive Officer
                                             (Principal Executive Officer)
  
                                         5
  6
  
                                 POWER OF ATTORNEY
  
       We, the undersigned officers and directors of Fresh America Corp., hereby
  severally constitute and appoint David I. Sheinfeld, Steve R. Grinstead and
  Robert C. Kiehnle and each of them singly, our true and lawful attorneys with
  full power to them, and each of them singly, to sign for us and in our names in
  the capacities indicated below, the Registration Statement on Form S-8 filed
  herewith and any and all amendments (including post-effective amendments) to
  the Registration Statement, and generally to do all things in our name and
  behalf in the capacities indicated below to enable Fresh America Corp. to
  comply with the provisions of the Securities Act of 1933, as amended, and all
  requirements to the Securities and Exchange Commission, hereby ratifying and
  confirming our signatures as they may be signed by our attorneys, or any of
  them, to said Registration Statement and any and all amendments thereto.
  
       Pursuant to the requirements of the Securities Act of 1933, this
  Registration Statement has been signed by the following persons in the
  capacities and on the dates indicated:
  Signature                    Title                         Date
        ---------                    -----                         ----
  /s/ David I. Sheinfeld     Chairman of the Board          September 5, 1997
  - ----------------------   and Chief Executive Officer
      David I. Sheinfeld  (Principal Executive Officer)
  
  /s/ Robert C. Kiehnle   Executive Vice President and      September 5, 1997
  - ----------------------    Chief Financial Officer
      Robert C. Kiehnle    (Principal Financial and
                              Accounting Officer)
  
  /s/ Steve R. Grinstead            Director                September 5, 1997
  - ---------------------- 
      Steve R. Grinstead
  
  /s/ Thomas M. Hubbard             Director                September 5, 1997
  - ---------------------- 
      Thomas M. Hubbard
  
  /s/ Sheldon I. Stein              Director                September 5, 1997
  - ---------------------- 
      Sheldon I. Stein
  
                                    Director                September 5, 1997
  - ---------------------- 
      Colon Washburn
  6
  7
                                 INDEX TO EXHIBITS
  Exhibit
  Exhibit Number                            Description
  - --------------                            -----------
  4.1             Restated Articles of Incorporation of the Registrant, filed as
                  Exhibit 3.1 to the Registration Statement on Form S-1 (No.
                  33-77620) and incorporated herein by reference.
  
  4.2             Amended and Restated Bylaws of the Registrant, filed as Exhibit
                  3.2 to the Registration Statement on Form S-1 (No. 33-77620)
                  and incorporated herein by reference.
  
  4.3             Fresh America Corp. 1996 Stock Option and Award Plan, filed as
                  Exhibit 10.1 to the Registrant's Form 10-Q for the quarterly
                  period ended September 27, 1996 and incorporated herein by
                  reference.
  
  4.4*            First Amendment to Fresh America Corp. 1996 Stock Option and
                  Award Plan.
  
  5.1*            Opinion of Hughes & Luce, L.L.P.
  
  23.1            Consent of Hughes & Luce, L.L.P. (contained in Exhibit 5.1)
  
  23.2*           Consent of KPMG Peat Marwick LLP
  
  24.1            Power of Attorney (contained at page II-6)
  - ---------------
  
  * Filed herewith.