UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

_________________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

_________________

Date of Report  
(Date of earliest
event reported): January 11, 2005

FRESH BRANDS, INC.
(Exact name of registrant as specified in its charter)

Wisconsin
000-32825
39-2019963
(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification No.)
incorporation)

2215 Union Avenue, Sheboygan, Wisconsin 53081
(Address of principal executive offices, including zip code)

(920) 457-4433
(Registrant's telephone number, including area code)

Not Applicable
(Former name or former address, if changed since last report)

_________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[_] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[_] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[_] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[_] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Item 5.02.     Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

        On January 11, 2005, the Board of Directors of Fresh Brands, Inc. (the “Company”) accepted the resignation of G. William Dietrich from the Company’s Board of Directors. Mr. Dietrich resigned from the Board of Directors to commit his full energies to the pursuit of other business ventures. His resignation was voluntary and not the result of any disagreement with the Company or its Board of Directors.

SIGNATURES

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

FRESH BRANDS, INC.


Date: January 11, 2005
By:  /s/ John H. Dahly
        John H. Dahly
        Executive Vice President, Chief Financial
        Officer, Secretary and Treasurer









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