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 Report
~~(Date of earliest~~	(Date of earliest
~~event reported):~~	~~May~~event ~~26, 2005~~reported):	July 1, 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)

~~Item~~ Not ~~2.02. Results of~~Applicable ~~Operations~~(Former ~~and~~name ~~Financial~~or ~~Condition.~~former address, if changed since last report)

~~On May~~_________________ 26, 2005, Fresh Brands, Inc. issued a press release (the “Press Release”) announcing its first quarter financial results for the reporting period ended April 23, 2005. A copy of the Press Release is being furnished as Exhibit 99.1 to this Current Report.

~~Item~~Check ~~9.01. Financial~~the appropriate box below if ~~Statements~~the ~~and~~Form ~~Exhibits.~~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 (a)17 ~~Not~~CFR ~~applicable~~230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (b)17 ~~Not~~CFR ~~applicable~~240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(cb) ~~Exhibits.~~under ~~The~~the ~~following~~Exchange ~~exhibit~~Act is(17 ~~being~~CFR ~~furnished herewith:~~240.14d-2(b))

~~(99.1)~~[ ~~Press~~] ~~Release~~Pre-commencement ofcommunications ~~Fresh~~pursuant ~~Brands,~~to ~~Inc.,~~Rule ~~dated~~13e-4(c) ~~May~~under ~~26,~~the ~~2005~~Exchange Act (17 CFR 240.13e-4(c)

Item 1.01.

Entry into a Material Definitive Agreement.

On July 1, 2005, Fresh Brands, Inc. (the “Company”) entered into a Key Executive Employment and Severance Agreement with its Controller, Michael G. Isken. Mr. Isken’s severance agreement is substantially similar to the severance agreements previously entered into with certain other existing executive officers.

Mr. Isken’s severance agreement provides that, following any “change of control” (as defined in the agreement), he will be employed in the same position performing equivalent duties at the same location as immediately prior to the change of control for two years. During the employment period, Mr. Isken would be entitled to receive a salary equal to his annual compensation rate in effect as of the date of the change of control (subject to increase by the Compensation Committee of the Board of Directors) and inclusion in benefit plans available to employees of comparable status.

If, at any time during the employment period, Mr. Isken’s employment is terminated other than for “cause” (as defined in the severance agreement) or for his disability, or if his duties are changed substantially without his written consent, and he terminates his employment as a result, he would be entitled to receive:

•

a lump sum payment equal to two times the sum of (1) his annual base salary at the time of the change of control and (2) the greater of the average of the two highest annual bonuses paid in the three years (a) immediately prior to the change in control or (b) prior to the termination date;

•

the actuarially determined present value of the benefit accruals that would have been made through the end of the employment period under our retirement plans applicable to him; and

•

along with his eligible dependents, coverage under medical benefit plans through the end of the employment period.

The payments under the severance agreement may be subject to certain adverse tax consequences that (1) impose on Mr. Isken an excise tax on total severance payments (which includes the value of certain non-cash benefits) received by him and (2) limits the ability of the Company to deduct such payments for tax purposes. The severance agreement limits the cash payments made to Mr. Isken to an amount that ensures that these tax consequences do not apply.

-1-

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: May 27, 2005	By: /s/ John H. Dahly
Date: July 1, 2005	By: /s/ John H. Dahly
	John H. Dahly, Chief Financial Officer

-2-

FRESH BRANDS, INC.

Exhibit Index to Current Report on Form 8-K Dated May 26, 2005

Exhibit Number

(99.1) Press Release of Fresh Brands, Inc., dated May 26, 2005.

-3-

Filing Compare · FRESH BRANDS INC