UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                              WASHINGTON, DC 20549

                         ------------------------------
                                   FORM 10-K/A

                                 AMENDMENT NO. 1

                [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                   FOR THE FISCAL YEAR ENDED DECEMBER 31, 1999

                                       OR

              [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D)

                     OF THE SECURITIES EXCHANGE ACT OF 1934

                   FOR THE TRANSITION PERIOD FROM ____ TO ____

                         ------------------------------

                        COMMISSION FILE NUMBER 000-24124

                               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
             (Address of principal executive offices)        (Zip Code)

       Registrant's telephone number, including area code: (972) 774-0575

           Securities registered pursuant to Section 12(b) of the Act:


    Title of each class               Name of each exchange on which registered:
Common Stock, $.01 Par Value                    Nasdaq Stock Market

        Securities registered pursuant to Section 12(g) of the Act: NONE.

   Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]

   Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]

   Based on the closing price reported on the Nasdaq National Market on March
24, 2000, the aggregate market value of the voting stock held by non-affiliates
of the registrant as of such date was $20,974,000.

   Indicated below is the number of shares outstanding of each class of the
registrant's Common Stock, as of March 24, 2000:

     TITLE OF EACH CLASS OF COMMON STOCK                NUMBER OF OUTSTANDING
        Common Stock, $.01 par value                          5,243,404

                       DOCUMENTS INCORPORATED BY REFERENCE

                                      None.
<PAGE>
                                   PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

      The following table sets forth certain information concerning the
executive officers and directors of the Company as of March 24, 2000.

      NAME                AGE            POSITION WITH THE COMPANY
----------                ---      -------------------------------
David I. Sheinfeld         45      Chairman of the Board and President
Colon Washburn             54      Chief Executive Officer and Director
John H. Gray               50      Executive Vice President and Chief
Gary D. Wiener             48      Financial Officer Executive Vice President
                                   and Chief Operating Officer
Thomas M. Hubbard          57      Director
Sheldon I. Stein           46      Director
Lawrence V. Jackson        46      Director

      DAVID I. SHEINFELD. Mr. Sheinfeld joined the Company in June 1990 and
joined its Board of Directors in March 1991. In 1992, Mr. Sheinfeld became
Chairman of the Board and Chief Executive Officer (CEO) of the Company. In
October 1999, Mr. Sheinfeld relinquished the CEO position to Mr. Washburn and
was appointed President in March 2000. From 1980 to 1990, Mr. Sheinfeld was a
practicing attorney and involved in real estate development. Mr. Sheinfeld
sought Title 11 bankruptcy protection in February 2000 as a precautionary
measure because of an individual's alleged claims, arising from a real estate
transaction occuring prior to Mr. Sheinfeld's association with the Company. The
validity and enforceability of such allegations are presently being contested.

      COLON WASHBURN. In October 1999, Mr. Washburn was appointed CEO of the
company. Mr. Washburn has been a director of the Company since July 1993. From
1971 until January 1993, Mr. Washburn was employed by Wal-Mart Stores, Inc.
("Wal-Mart"), where he served most recently as Executive Vice President of Sam's
Wholesale Club, a division of Wal-Mart, and also as Senior Vice President of
Wal-Mart. Since February 1993, Mr. Washburn has been President of Beau Chene
Farms, a real estate development company. Additionally, Mr. Washburn serves as a
director of Tandycrafts, Inc.

      JOHN H. GRAY. Mr. Gray joined the Company in September 1998 as Executive
Vice President and Chief Financial Officer. From 1981 until September 1998, Mr.
Gray was employed by Club Corporation International ("CCI"), a privately held
company, where he served most recently as Chief Accounting Officer and Chief
Administrative Officer. Mr. Gray also served on CCI's Board of Directors. Prior
to joining CCI, Mr. Gray was the Controller/Treasurer for USLife Title Insurance
Company and Supervising Senior Accountant with KPMG Peat Marwick.

      GARY D. WIENER. Mr. Wiener joined the company in 1993. In March 2000, Mr.
Wiener was appointed Executive Vice President and Chief Operating Officer. From
1996 to 1999, Mr. Wiener served as the Corporate Vice President of Operations.
Mr. Wiener served the Company in many capacities between 1993 and 1995 including
Regional Director of Operations.

      THOMAS M. HUBBARD. Mr. Hubbard, a founder of the Company, has been a
director since 1989 and served as the Company's President until April 1992. Mr.
Hubbard has worked in the produce industry for more than 30 years and is an
active investor in a number of produce companies.

      SHELDON I. STEIN. Mr. Stein has been a director of the Company since
December 1992. Mr. Stein is a Senior Managing Director of Bear, Stearns & Co.
Inc. and heads the firm's southwestern investment banking operations. Mr. Stein
serves as a director of four other companies with publicly traded securities,
namely The Mens Wearhouse, Tandycrafts, Inc., Home Interiors & Gifts, Inc. and
Precept Business Services, Inc.

      LAWRENCE V. JACKSON. Mr. Jackson has been a director of the Company since
September 1997. Mr. Jackson is a Senior Vice President with Safeway, Inc. Prior
to joining Safeway, Mr. Jackson was a Senior

                                       2
<PAGE>
Vice President with PepsiCo, Inc. During Mr. Jackson's 17 years with PepsiCo, he
held a number of positions with the beverage and food service sectors, including
that of Senior Vice President of Worldwide Operations.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

      Section 16(a) of the Exchange Act of 1934, as amended (the "Exchange
Act"), requires the Company's executive officers and directors and persons who
own more than ten percent (10%) of a registered class of the Company's equity
securities (collectively, the "Reporting Persons") to file reports of ownership
and changes in ownership with the Securities and Exchange Commission and to
furnish the Company with copies of these reports. The Company believes that all
filings required to be made by the Reporting Persons during the fiscal year
ended December 31, 1999 were made on a timely basis.

ITEM 11. EXECUTIVE COMPENSATION.

SUMMARY COMPENSATION TABLE

      The following table sets forth certain information regarding compensation
paid during each of the last three fiscal years to the Company's chief executive
officer and each of the Company's other executive officers (the "named executive
officers").
<TABLE>
<CAPTION>
                                                                                                       LONG-TERM
                                                                                                      COMPENSATION
                                                                                                      ------------
                                                                        ANNUAL COMPENSATION              SHARES
              NAME AND                                             -----------------------------       UNDERLYING       ALL OTHER
         PRINCIPAL POSITION                                YEAR    SALARY     BONUS      OTHER          OPTIONS      COMPENSATION(1)
---------------------------                                ----   --------   --------   --------      ------------   ---------------
<S>                                                        <C>    <C>        <C>        <C>                          <C>
David I. Sheinfeld .....................................   1999   $302,874   $   --     $   --                --     $         4,800
   Chairman of the Board and                               1998    298,819     50,000       --              20,000             4,800
   President                                               1997    250,230     90,000       --                --               4,750

Colon Washburn(4) ......................................   1999   $ 56,308   $   --     $  4,940             5,000   $          --
     Chief Executive Officer                               1998       --         --         --                --                --
                                                           1997       --         --         --                --                --

John H. Gray ...........................................   1999   $165,000   $   --     $   --                --     $         1,333
   Executive Vice President and                            1998     33,635      5,000       --                --                --
   Chief Financial Officer                                 1997       --         --         --                --                --

Gary D. Wiener .........................................   1999   $113,473   $   --     $   --                --     $         1,777
   Executive Vice President and                            1998    112,936      5,000       --                --               1,949
    Chief Operating Officer                                1997     96,923     17,000       --                --               1,731

Steven R. Grinstead(3) .................................   1999   $126,923   $   --     $237,491(2)           --     $         4,800
   Former President and Chief                              1998    194,327     25,000       --              12,500             4,800
   Operating Officer                                       1997    175,000     45,000       --                --               4,750

Ed Sabin(5) ............................................   1999   $119,231   $   --     $200,000(2)           --     $         4,800
   Former Executive Vice                                   1998    188,077      5,000       --                --               3,000
   President                                               1997    107,692     45,000       --               7,500              --
</TABLE>

                                       3
<PAGE>
------------
(1)   These amounts consist of contributions by the Company to a 401(k) plan on
      behalf of the named executive.

(2)   This amount relates to severance compensation provided upon termination
      from the Company.

(3)   Effective August 1999, Mr. Grinstead resigned as President and Chief
      Operating Officer (COO). In March 2000, Mr. Sheinfeld assumed the role of
      President and Mr. Wiener assumed the role of COO.

(4)   Effective October 1999, Mr. Washburn was appointed CEO of the Company. Mr.
      Washburn's annual base compensation is $240,000.

(5)   Effective July 1999, Mr. Sabin resigned his position as an Executive Vice
      President of the Company.

OPTION GRANTS IN LAST FISCAL YEAR

      The following table sets forth certain information concerning options to
purchase Common Stock by the named executive officers during the 1999 fiscal
year under the 1996 Fresh America Corp. Stock Option and Award Plan as amended
and restated effective May 22, 1998 (the "1996 Plan").
<TABLE>
<CAPTION>
                                                                                                     POTENTIAL REALIZABLE VALUE
                             NUMBER OF           PERCENT OF                                          AT ASSUMED ANNUAL RATE OF
                            SECURITIES          TOTAL OPTIONS                                        STOCK PRICE APPRECIATION
                            UNDERLYING           GRANTED TO                                             FOR OPTION TERM (A)
                              OPTIONS             EMPLOYEES       EXERCISE         EXPIRATION        -------------------------
      NAME                    GRANTED              IN 1999          PRICE             DATE               5%              10%
      ----             --------------------   ----------------    --------         ----------        ----------      ----------
<S>                            <C>                   <C>            <C>             <C>  <C>           <C>             <C>
Colon Washburn                 5,000                 100%           $4.50           11/8/2009          $14,150         $35,850
</TABLE>

 (a) The "Potential Realizable Value" portion of the table illustrates value
      that might be realized upon the exercise of the options immediately prior
      to the expiration of their term, assuming the specified compounded rates
      of appreciation of the Common Stock over the term of the options.

AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION
VALUES

      There were no options exercised by the named executive officers during the
1999 fiscal year.

COMPENSATION OF DIRECTORS

      The Company's non-employee directors receive cash compensation of $10,000
per year for serving on the Board of Directors and are reimbursed for expenses
reasonably incurred in connection with their services as directors.

      Each director is eligible to receive stock options and awards under the
1996 Plan. Pursuant to the 1996 Plan, options to purchase 5,000 shares are
automatically granted annually to each director who is not an officer or
employee of the Company. Such automatic option grants are exercisable at fair
market value on the date of grant. Pursuant to this provision, on November 9,
1999, each of Messrs. Hubbard, Stein, Washburn and Jackson received options to
purchase 5,000 shares of Common Stock at $4.50 per share.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

      Messrs. Stein and Washburn serve on the Compensation Committee of the
Board of Directors. No Compensation Committee interlocks existed in fiscal 1999,
and no insiders participated in Compensation Committee decisions in fiscal 1999.

                                       4
<PAGE>
COMPENSATION COMMITTEE'S REPORT ON EXECUTIVE COMPENSATION

      The Compensation Committee was formed in April 1994 in anticipation of the
Company's initial public offering. Prior to the establishment of the
Compensation Committee, the entire Board of Directors was responsible for
determining executive compensation. Since its formation, the Compensation
Committee has been responsible for recommending bonuses and any increase in base
salaries for the Company's executive officers.

      The Compensation Committee believes that, in order for the Company to
succeed, it must be able to attract and retain qualified executive officers. In
determining the type and amount of executive officer compensation, the
objectives of the Compensation Committee are to provide levels of base
compensation, bonuses and long-term incentives (in the form of stock options or
other plans) that will attract and retain talented executive officers and align
their interests with the success of the Company. The Company's executive officer
compensation program currently is comprised of base salary, bonus plan,
long-term incentive compensation (in the form of stock options) and various
benefits generally available to employees of the Company (such as health and
disability insurance). Under the supervision of the Compensation Committee and
the Board of Directors, the Company has developed and implemented compensation
policies, plans and programs that seek to enhance the profitability of the
Company and increase shareholder value.

BASE SALARIES

      The Company's policy is to maintain base salaries competitive with
salaries paid to similarly situated executive officers of companies of similar
size in comparable industries. Although neither the Board of Directors nor the
Compensation Committee has conducted a formal review of base salaries paid to
similarly situated executive officers, the Company believes that the base
salaries payable to its executive officers are comparable to those paid by
similar companies located in the Company's geographical area and engaged in
industries comparable to the Company's. The Compensation Committee anticipates
that adjustments to base compensation will generally be made based upon assigned
responsibility and performance and successful attainment of specific goals and
objectives of the Company and individual employees.

BONUSES

      Year-end cash bonuses are designed to motivate the Company's executive
officers to achieve specific annual financial goals and to achieve favorable
returns for the Company's shareholders. At the end of each fiscal year, the
Compensation Committee will assess each executive's contributions to the Company
as well as the degree to which specific annual financial, strategic, and
operating objectives were met by the Company.

LONG-TERM INCENTIVES

      Stock option grants under the Company's stock option plans form the basis
of the Company's long-term incentive compensation for executive officers and
employees. The specific objective of the Company's stock option plans is to
align the long-term interests of the Company's executive officers and employees
with those of shareholders by creating a strong link between executive pay and
shareholder returns. The Company encourages its executive officers and employees
to develop and maintain a significant, long-term stock ownership position in the
Company's Common Stock. Stock options are awarded to executive officers and
employees in order to encourage future management actions aimed at improving the
Company's sales efforts, product quality and profitability. The Company believes
that success in these endeavors will increase the value of the Company's Common
Stock for shareholders.

                                       5
<PAGE>
Recipients of options will have the opportunity to share in the increased value
that results from their efforts. The Plan Administration Committee makes
specific awards of options based on an individual's ability to impact
Company-wide performance and in light of the total compensation appropriate for
the individual's position. The Compensation Committee and the Plan
Administration Committee may also consider other bonus or long-term incentives
at their discretion.

CHIEF EXECUTIVE OFFICER COMPENSATION

      In approving Mr. Washburn's compensation, the Board of Directors evaluated
and compared Mr. Washburn's duties, responsibilities and performance results,
and the overall results of the Company, to industry norms to determine the
minimum level of base compensation required. The compensation committee did not
recommend a cash bonus for fiscal 1999.

      This Report is submitted by the members of the Compensation Committee of
the Board of Directors.

                                          Sheldon I. Stein
                                          Colon Washburn

      THIS REPORT WILL NOT BE DEEMED TO BE INCORPORATED BY REFERENCE IN ANY
FILING BY THE COMPANY UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT"), OR THE EXCHANGE ACT, EXCEPT TO THE EXTENT THAT THE COMPANY
SPECIFICALLY INCORPORATES THIS REPORT BY REFERENCE.

CORPORATE PERFORMANCE GRAPH

      The following graph compares the cumulative total return of the Company's
Common Stock during the 5 year period ending December 31, 1999, with the Nasdaq
Market Index and an index of companies within the Standard Industrial Code for
Groceries and Related Products (the "Peer Index").

                                       6
<PAGE>
      The graph depicts the results of investing $100 in the Company's Common
Stock, the Nasdaq Market Index and the Peer Index at closing prices on December
31, 1999. The graph assumes that all dividends were reinvested.

                 [LINEAR GRAPH PLOTTED FROM DATA IN TABLE BELOW]


--------------------------------------------------------------------------------
                        12/30/94    1/5/96   1/3/97   1/2/98   12/31/98 12/31/99
                        --------    ------   ------   ------   -------- --------
Fresh America Corp.       100.00    136.13   223.53    269.75   225.21    65.55
SIC Code Index            100.00    129.80   132.03    176.35   198.85   222.73
Nasdaq Market Index       100.00    129.71   161.18    197.16   278.08   490.46
--------------------------------------------------------------------------------

      THE STOCK PRICE PERFORMANCE DEPICTED IN THE CORPORATE PERFORMANCE GRAPH IS
NOT NECESSARILY INDICATIVE OF FUTURE PRICE PERFORMANCE. THE CORPORATE
PERFORMANCE GRAPH WILL NOT BE DEEMED TO BE INCORPORATED BY REFERENCE IN ANY
FILING BY THE COMPANY UNDER THE SECURITIES ACT OR THE EXCHANGE ACT.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

      The following table sets forth certain information believed by the Company
to be accurate based on information provided to it concerning the beneficial
ownership of Common Stock by (a) each shareholder who is known by the Company to
own beneficially in excess of 5% of the outstanding Common Stock, (b) each
director, (c) the Company's Chief Executive Officer, (d) each of the Company's
other named executive officers and (e) all executive officers and directors as a
group, as of March 24, 2000.

                                       7
<PAGE>
                                          NUMBER OF SHARES     PERCENT OF
      BENEFICIAL OWNER                   OF COMMON STOCK(1)      CLASS(2)
      ----------------                     ----------------      --------
David I. Sheinfeld (3)(4).............        513,697               9.71%
Thomas M. Hubbard (3)(5)..............        414,432               7.86%
Colon Washburn (3)(6).................         45,035               *
Sheldon I. Stein (3)(7)...............         37,813               *
Lawrence V. Jackson (3)(8)............         11,000               *
Gary D. Wiener (9)....................         10,600               *
John H. Gray  (10)....................          5,000               *
Gruber & McBaine Capital Management (11)      725,300              13.83%
DiMare Homestead, Inc. (12)...........        342,100               6.52%
All directors and executive officers
   as a group (7 persons) (13)........      1,207,180              22.28%

   ------------------
      * less than one percent

(1)   Beneficial ownership is determined in accordance with the rules of the
      Securities and Exchange Commission. Except as indicated in the footnotes
      to this table and subject to community property laws, where applicable,
      each of the shareholders named in this table has sole voting and
      investment power with respect to the shares shown as beneficially owned,
      unless otherwise indicated.

(2)   Percentages are based on the total number of shares outstanding at March
      24, 2000, plus the total number of outstanding options held by each such
      person that are exercisable within 60 days of such date and securities
      exchangeable into Common Stock within 60 days of such date. Shares
      issuable upon exercise of outstanding options or through the conversion of
      securities exchangeable into Common Stock, however, are not deemed
      outstanding for purposes of computing the percentage ownership of any
      other person.

(3)   Director of the Company.

(4)   Consists of 338,037 shares held of record by David I. Sheinfeld, as
      trustee of the Sheinfeld Family Trust, 120,100 shares held of record by
      the Sheinfeld Family Partnership, 10,023 shares held of record by Mr.
      Sheinfeld and 45,537 shares subject to options issued to Mr. Sheinfeld
      under the Company's stock option plans that are exercisable within 60
      days. Mr. Sheinfeld's address is c/o Fresh America Corp. at 6600 LBJ
      Freeway, Suite 180, Dallas, Texas 75240.

(5)   Includes 30,000 shares subject to options issued to Mr. Hubbard under the
      Company's stock option plans that are exercisable within 60 days. Mr.
      Hubbard's address is 740 Airport Blvd., Salinas, California 93912.

(6)   Includes 35,753 shares subject to options issued to Mr. Washburn under the
      Company's stock option plans that are exercisable within 60 days.

(7)   Includes 37,813 shares subject to options issued to Mr. Stein under the
      Company's stock option plans that are exercisable within 60 days.

(8)   Includes 10,000 shares subject to options issued to Mr. Jackson under the
      Company's stock option plans that are exercisable within 60 days.

                                       8
<PAGE>
(9)   Includes 10,500 shares subject to options issued to Mr. Wiener under the
      Company's stock option plans that are exercisable within 60 days.

(10)  Includes 5,000 shares subject to options issued to Mr. Gray under the
      Company's stock option plans that are exercisable within 60 days.

(11)  Based on information provided by Gruber & McBaine Capital Management, LLC
      ("GMCM"), Jon D. Gruber ("Gruber"), J. Patterson McBaine ("McBaine"), and
      Thomas O. Lloyd-Butler ("Lloyd-Butler"). GMCM's address is 50 Osgood
      Place, San Francisco, California 94133. This group reported that it had
      total ownership of 725,300 shares, and that the voting and dispositive
      power among such group's members is as follows:

                                               VOTING AND DISPOSITIVE
                                                       POWER
                                               ----------------------
              NAME                               SOLE         SHARED
              ----                             -------       --------
              GMCM.........................       --          601,100
              Gruber.......................     77,500        601,100
              McBaine......................     46,700        601,100
              Lloyd-Butler.................        --         601,100

(12)  Based on information set forth in Schedule 13D, dated March 27, 2000,
      filed with the Securities and Exchange Commission (the "Commission") by
      DiMare Homestead, Inc. ("DiMare"). DiMare has sole voting power with
      regards to the 342,100 shares. DiMare's address is 258 NW 1st Avenue,
      Florida City, Florida 33034.

(13)  Includes 164,603 shares subject to options issued to certain directors and
      executive officers of the Company that are exercisable within 60 days.

ITEM 13     CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

      The Company entered into a six-month consulting agreement with Mr. Thomas
Hubbard effective October 1, 1999. The agreement paid Mr. Hubbard $8,000 per
month. The agreement calls for Mr. Hubbard to provide managerial oversight of
King's Onion House, a wholly owned subsidiary of Fresh America. The agreement
was extended for an additional twelve-month period beginning April 1, 2000.

      In December 1999, the Company made an unsecured loan in the principal
amount of $175,000 to Mr. Sheinfeld. At such time, the Company also extended an
existing $125,000 unsecured loan made to Mr. Sheinfeld in December, 1994. The
$125,000 loan was to have been forgiven under the FreshPoint Merger Agreement if
it had been completed. The extended note and the new note both bear interest at
the Bank of America, N.A. prime rate and are due and payable in December, 2001.

                                       9
<PAGE>
                                  EXHIBIT INDEX

EXHIBIT
NUMBER                              DESCRIPTION
-------                             -----------

10.14 Tenth Amendment to the Restated Business Loan Agreement between Fresh
      America Corp. and Bank of America Texas, N.A. dated as of March 31, 2000.

                                       10
<PAGE>
  SIGNATURES

      Pursuant to the requirements of the Securities Exchange Act of 1934, the
Company has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                             FRESH AMERICA CORP.


Date:  April 28, 2000        By:/S/ JOHN H. GRAY
                                    John H. Gray
                                    Executive Vice President and Chief Financial
                                    Officer (Principal Financial Officer)