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                                  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 JANUARY 1, 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:

                                            Name of each exchange on which
     Title of each class                              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
11, 1999, the aggregate market value of the voting stock held by non-affiliates
of the registrant as of such date was approximately $91 million.

   Indicated below is the number of shares outstanding of each class of the
registrant's Common Stock, as of March 11, 1999:

    TITLE OF EACH CLASS OF COMMON STOCK                NUMBER OF OUTSTANDING
    -----------------------------------                ---------------------
        Common Stock, $.01 par value                         5,239,051

                       DOCUMENTS INCORPORATED BY REFERENCE

             None.

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<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 11, 1999.

      NAME                AGE           POSITION WITH THE COMPANY
David I. Sheinfeld        44     Chairman of the Board and Chief Executive 
                                 Officer 
Steve R. Grinstead        40     President, Chief Operating Officer and Director
John H. Gray              49     Executive Vice President and Chief Financial 
                                 Officer
Edward Sabin              51     Executive Vice President
Thomas M. Hubbard         56     Director
Sheldon I. Stein          45     Director
Colon Washburn            53     Director
Lawrence V. Jackson       45     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 of the Company.

      STEVE R. GRINSTEAD. Mr. Grinstead joined the Company in January 1992 and
was named President, Chief Operating Officer and a director of the Company in
May 1992. Mr. Grinstead is active in produce industry associations and was
previously President of the Houston Fresh Fruit and Vegetable Association.

      EDWARD SABIN. Mr. Sabin joined the Company in May 1997 as Executive Vice
President. Mr. Sabin has worked in the produce industry for over 28 years. He
has held various positions in sales, marketing and management, including senior
executive positions with Chiquita Brands and Del Monte Fresh. Mr. Sabin also
served as Chief Operating Officer of Cincinnati-based wholesaler Caruso, Inc.
Prior to joining the Company, Mr. Sabin was principal of his own firm providing
consulting services to the produce industry.

      JOHN H. GRAY. Mr. Gray joined the Company in September 1998 as Executive
Vice President and Chief Financial Officer. Prior to joining Fresh America, Mr.
Gray was the Chief Accounting Officer and Chief Administrative Officer of Club
Corporation International (CCI), a privately held company, and 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.

      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, including Pacific Fresh
Marketing, Inc., which harvests, packs and markets fresh vegetables in the
southwestern United States and central Mexico.

      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 five other companies with publicly traded securities,
namely The Mens Wearhouse, Tandycrafts, Inc., First Plus Financial Group,
Cellstar Corp. and Precept Business Services, Inc.

                                       2
<PAGE>
      COLON WASHBURN. 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 Wal-Mart and also as Senior Vice President of Sam's Wholesale Club,
a division of Wal-Mart. Since February 1993, Mr. Washburn has been President of
Beau Chene Farms, a real estate development company.

      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 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 January 1, 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>       <C>            
David I. Sheinfeld .................................    1998    $298,819    $50,000    $  --               20,000    $         4,800
  Chairman of the Board and                             1997     250,230     90,000       --                 --                4,750
  Chief Executive Officer                               1996     187,500     90,000     54,000(2)          20,000              2,885

Steve R. Grinstead .................................    1998    $194,327    $25,000    $  --               12,500    $         4,800
  President and Chief                                   1997     175,000     45,000       --                 --                4,750
  Operating Officer                                     1996     145,000     45,000       --               15,000              4,750


Robert C. Kiehnle(3) ...............................    1998    $158,462    $  --      $  --                 --      $         4,800
  Executive Vice President and                          1997     150,000     25,000       --                 --                1,431
  Chief Financial Officer                               1996      37,760     20,000       --               25,000               --

Edward Sabin(4) ....................................    1998    $188,077    $ 5,000       --                 --      $         3,000
  Executive Vice President                              1997    $107,692    $45,000    $  --                7,500    $          --
</TABLE>
 ------------------

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

  (2) This amount includes payments of $45,600 for a housing allowance and
      $8,400 for an automobile allowance.

                                       3
<PAGE>
  (3) Effective October 1998, Mr. Kiehnle resigned as Executive Vice President
      and Chief Financial Officer. John Gray was employed by the Company in
      September 1998 to serve in the capacity as Executive Vice President and
      Chief Financial Officer.

  (4) Edward Sabin was employed by the Company in May 1997 to serve in the
      capacity as Executive Vice President.

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 1998 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
                                     PERCENT                              REALIZABLE VALUE
                       NUMBER OF    OF TOTAL                              AT ASSUMED ANNUAL
                       SECURITIES   OPTIONS                                   RATE OF
                       UNDERLYING   GRANTED TO                              STOCK PRICE
                        OPTIONS     EMPLOYEES     EXERCISE   EXPIRATION     APPRECIATION
      NAME              GRANTED      IN 1998       PRICE       DATE       FOR OPTION TERM (1)
                                                                          -------------------
                                                                             5%       10%
--------------------   ----------   ----------    --------   ----------   --------   --------
<S>                        <C>            <C>     <C>         <C>  <C>    <C>        <C>     
David Sheinfeld ....       20,000         34.2%   $  17.25    2/25/2008   $216,969   $549,841
Steve R. Grinstead .       12,500         21.4%   $  17.25    2/25/2008   $162,726   $412,381
</TABLE>
------------------

(1)   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

      The following table sets forth certain information related to options
exercised by the named executive officers during the 1998 fiscal year and the
number and value of options held at fiscal year end.

                                                                    VALUE OF
                                                                   UNEXERCISED
                                                   NUMBER OF      IN-THE-MONEY
                                                  UNEXERCISED      OPTIONS AT
                                                  OPTIONS AT       JANUARY 1,
                                                JANUARY 1, 1999      1999(1)
                          SHARES                ---------------   ------------- 
                       ACQUIRED ON    VALUE       EXERCISABLE/     EXERCISABLE/
      NAME              EXERCISE     REALIZED    UNEXERCISABLE    UNEXERCISABLE
                       -----------   --------   ---------------   -------------
David I. Sheinfeld ...      11,388   $155,240     57,537/20,000    $459,669/$--
Steve R. Grinstead ...        --         --       54,993/12,500    $503,408/$--
Robert C. Kiehnle ....        --         --           25,000/--         $--/$--
Edward Sabin .........        --         --            7,500/--     $20,625/$--

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

(1)   The value indicated is the amount by which the market value of the
      underlying stock on the last trading day of fiscal 1998 ($16.75 per share)
      exceeded the aggregate exercise price of the options.

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 

                                       4
<PAGE>
on the date of grant. Pursuant to this provision, on August 7, 1998, each of
Messrs. Hubbard, Stein, Washburn and Jackson received options to purchase 5,000
shares of Common Stock at $19.88 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 1998,
and no insiders participated in Compensation Committee decisions in fiscal 1998.

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. For fiscal 1998, the
Compensation Committee recommended increases in the minimum levels of base
compensation payable to the Company's executive officers.

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. For fiscal 1998, the Compensation
Committee granted cash bonuses of $85,000 to the Company's executive officers.

                                       5
<PAGE>
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. 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 in their discretion.

CHIEF EXECUTIVE OFFICER COMPENSATION

      In approving Mr. Sheinfeld's compensation, the Board of Directors
evaluated and compared Mr. Sheinfeld'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
recommended a cash bonus of $50,000 for fiscal 1998.

      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 period commencing May 26, 1994, the date public trading
of the Common Stock began following the Company's initial public equity
offering, to January 1, 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 May 26,
1994. The graph assumes that all dividends were reinvested.

                 [LINEAR GRAPH PLOTTED FROM DATA IN TABLE BELOW]

                           05/26/94    1994     1995     1996     1997     1998
                           --------   ------   ------   ------   ------   ------
FRESH AMERICA CORP .....     100.00    87.50   119.12   195.59   236.03   197.06
SIC CODE INDEX .........     100.00    93.59   121.49   123.57   165.05   186.10
NASDAQ MARKET INDEX ....     100.00   101.30   131.40   163.29   199.73   281.71


      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 11, 1999.

                                       7
<PAGE>
                                         NUMBER OF SHARES     PERCENT OF
      BENEFICIAL OWNER                  OF COMMON STOCK(1)      CLASS(2)
      ----------------                  ------------------    ----------
David I. Sheinfeld (3)(4).............       544,574               9.94%
Thomas M. Hubbard (3)(5)..............       509,432               9.30%
Steve R. Grinstead (3)(6).............       115,667               2.11%
Colon Washburn (3)(7).................        40,135                *
Sheldon I. Stein (3)(8)...............        34,813                *
Edward Sabin (9)......................         7,500                *
Lawrence V. Jackson (3)(10)...........         6,000                *
John H. Gray .........................          --                  -- 
Paine Webber Group, Inc. (9)                 279,123               5.09%
All directors and executive officers
   as a group (8 persons) (10)........     1,258,121              22.96%

-----------------
      *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
      11, 1999, 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 347,037 shares held of record by David I. Sheinfeld, as
      trustee of the Sheinfeld Family Trust, 120,000 shares held of record by
      the Sheinfeld Family Partnership and 77,537 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 25,000 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 67,493 shares subject to options issued to Mr. Grinstead under
      the Company's stock option plans that are exercisable within 60 days and
      800 shares owned by Mr. Grinstead for the benefit of his minor children.

(7)   Includes 30,753 shares subject to options issued to Mr. Washburn under the
      Company's stock option plans that are exercisable within 60 days.

(8)   Includes 27,813 shares subject to options issued to Mr. Stein under the
      Company's stock option plans that are exercisable within 60 days.

                                       8
<PAGE>
(9)   Includes 7,500 shares subject to options issued to Mr. Sabin under the
      Company's stock option plans that are exercisable within 60 days.

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

(11)  Based on information set forth in Schedule 13G, dated February 12, 1999,
      filed with the Securities and Exchange Commission (the "Commission") by
      Paine Webber Group, Inc. includes 71,200 shares held by Mitchell Hutchins
      Institutional Investors, Inc. and 207,923 shares held by Mitchell Hutchins
      Asset Management Inc., both of which are an indirect, wholly owned
      subsidiary of Paine Webber Group, Inc. Paine Webber Group, Inc. has sole
      voting power with regards to 267,123 of the above shares.

(12)  Includes 241,096 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.

      None.

                                       9
<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 29, 1999         By:   /S/    JOHN H. GRAY
                                    John H. Gray
                                    Executive Vice President and Chief
                                    Financial Officer
                                    (Principal Financial Officer)

                                      10