content: <PAGE>   1
  
  
  
  As filed with the Securities and Exchange Commission on August 4, 1998
  
                                                        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.)
  
                                  6600 LBJ FREEWAY
                                      SUITE 180
                                 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
              AS AMENDED AND RESTATED EFFECTIVE AS OF MAY 22, 1998(1)
  
                                (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.
          6600 LBJ FREEWAY, SUITE 180             1717 MAIN STREET, SUITE 2800
              DALLAS, TEXAS 75240                     DALLAS, TEXAS  75201
                (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(2)          PER SHARE(3)          OFFERING PRICE(3)             FEE
  --------------------------------------------------------------------------------------------------------------------
  <S>                             <C>                   <C>                    <C>                     <C>     
  Common Stock, $.01 par
           value                  475,000               $20.1875               $9,589,063              $2,828.78
  ====================================================================================================================
  </TABLE>
  
  (1)  Of the 625,000 shares of Common Stock issuable under the Fresh America
       Corp. 1996 Stock Option and Award Plan as Amended and Restated Effective as
       of May 22, 1998, 150,000 shares were previously issued on the Registrant's
       Registration Statement on Form S-8, dated September 5, 1997 (Commission
       File Number 333-35019), for the original Fresh America Corp. 1996 Stock
       Option and Award Plan.
  
  (2)  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 as
       Amended and Restated Effective May 22, 1998 become operative.
  
  (3)  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 July 31, 1998, 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 2,
  1998, 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 2, 1998.
  
           (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 statement. Any
  
  
  
  
  
                                         2
  <PAGE>   3
  
  
  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 July 31, 1998.
  
                                      FRESH AMERICA CORP.
  
  
                                      By:    /s/ David I. Sheinfeld
                                         ------------------------------------
                                         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, Steven 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                         July 31, 1998
  ---------------------------------                and Chief Executive Officer
           David I. Sheinfeld                     (Principal Executive Officer)
  
  
       /s/ Robert C. Kiehnle                      Executive Vice President and                      July 31, 1998
  ---------------------------------                  Chief Financial Officer
           Robert C. Kiehnle              (Principal Financial and Accounting Officer)
  
  
       /s/ Steven R. Grinstead                              Director                                July 31, 1998
  ---------------------------------
           Steven R. Grinstead
  
       /s/ Thomas M. Hubbard                                Director                                July 31, 1998
  ---------------------------------
           Thomas M. Hubbard
  
       /s/ Sheldon I. Stein                                 Director                                July 31, 1998
  ---------------------------------
           Sheldon I. Stein
  
       /s/ Colon Washburn                                   Director                                July 31, 1998
  ---------------------------------
           Colon Washburn
  
       /s/ Lawrence V. Jackson                              Director                                July 31, 1998
  ---------------------------------
           Lawrence V. Jackson
  
  </TABLE>
  
  
  
                                         6
  <PAGE>   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 as Amended and Restated Effective May 22,
                                1998
  
         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.
  
  
  
                                         7
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 17470}]
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", "act": "33", "file-number": "333-60601", "film-number": "98676916"}, "business-address": {"street1": "6600 LBJ FREEWAY", "street2": "SUITE 180", "city": "DALLAS", "state": "TX", "zip": "75240", "phone": "9727740575"}, "mail-address": {"street1": "6600 LBJ FREEWAY", "street2": "SUITE 180", "city": "DALLAS", "state": "TX", "zip": "75240"}}
text: 1
  
  As filed with the Securities and Exchange Commission on August 4, 1998
  
                                                        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.)
  
                                  6600 LBJ FREEWAY
                                      SUITE 180
                                 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
              AS AMENDED AND RESTATED EFFECTIVE AS OF MAY 22, 1998(1)
  
                                (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.
          6600 LBJ FREEWAY, SUITE 180             1717 MAIN STREET, SUITE 2800
              DALLAS, TEXAS 75240                     DALLAS, TEXAS  75201
                (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(2)          PER SHARE(3)          OFFERING PRICE(3)             FEE
  --------------------------------------------------------------------------------------------------------------------
  Common Stock, $.01 par
           value                  475,000               $20.1875               $9,589,063              $2,828.78
  ====================================================================================================================
  (1)  Of the 625,000 shares of Common Stock issuable under the Fresh America
       Corp. 1996 Stock Option and Award Plan as Amended and Restated Effective as
       of May 22, 1998, 150,000 shares were previously issued on the Registrant's
       Registration Statement on Form S-8, dated September 5, 1997 (Commission
       File Number 333-35019), for the original Fresh America Corp. 1996 Stock
       Option and Award Plan.
  
  (2)  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 as
       Amended and Restated Effective May 22, 1998 become operative.
  
  (3)  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 July 31, 1998, 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 2,
  1998, 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 2, 1998.
  
           (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 statement. Any
  
                                         2
  3
  
  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 July 31, 1998.
  
                                      FRESH AMERICA CORP.
  
                                      By:    /s/ David I. Sheinfeld
                                         ------------------------------------
                                         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, Steven 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                         July 31, 1998
  ---------------------------------                and Chief Executive Officer
           David I. Sheinfeld                     (Principal Executive Officer)
  
       /s/ Robert C. Kiehnle                      Executive Vice President and                      July 31, 1998
  ---------------------------------                  Chief Financial Officer
           Robert C. Kiehnle              (Principal Financial and Accounting Officer)
  
       /s/ Steven R. Grinstead                              Director                                July 31, 1998
  ---------------------------------
           Steven R. Grinstead
  
       /s/ Thomas M. Hubbard                                Director                                July 31, 1998
  ---------------------------------
           Thomas M. Hubbard
  
       /s/ Sheldon I. Stein                                 Director                                July 31, 1998
  ---------------------------------
           Sheldon I. Stein
  
       /s/ Colon Washburn                                   Director                                July 31, 1998
  ---------------------------------
           Colon Washburn
  
       /s/ Lawrence V. Jackson                              Director                                July 31, 1998
  ---------------------------------
           Lawrence V. Jackson
  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 as Amended and Restated Effective May 22,
                                1998
  
         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.
  
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