Exhibit 3.5

                            CERTIFICATE OF AMENDMENT

                                       TO

                            ARTICLES OF INCORPORATION

                                       OF

                            COFFEE HOLDING CO., INC.

      Pursuant to the provisions of Nevada Revised Statutes, Title 7, Chapter
78, it is hereby certified that:

      FIRST: The name of the corporation is Coffee Holding Co., Inc. (the
"Corporation"). The Corporation's Articles of Incorporation were filed on
October 9, 1995. The original name of the Corporation was Transpacific
International Group Corp. The name was changed on May 27, 1998.

      SECOND: The Board of Directors of the Corporation duly adopted the
following resolutions on April 27, 2001:

      "RESOLVED, that it is advisable and in the best interests of the
Corporation that the Corporation limit the personal liability of each member of
its Board of Directors and each officer of the Corporation to the fullest extent
permitted by Nevada General Corporation Law; and it is further,

      RESOLVED, that, in order to accomplish the same, Article "TWELFTH" be
added to the Articles of Incorporation to read as follows:

      'TWELFTH: The Corporation eliminates the personal liability of each member
of its Board of Directors and each of its officers to the Corporation and/or its
stockholders for damages for breach of fiduciary duty as a director or officer,
provided, however, that, to the extent provided by applicable law, the foregoing
shall not eliminate the liability of a director or officer (i) for acts or
omissions which involve intentional misconduct, fraud or a knowing violation of
law, or (ii) for the payment of distributions in violation of Nevada Revised
Statutes Section 78.300.

      If the Nevada General Corporation Law is amended in the future to
authorize corporate action further eliminating or limiting the personal
liability of directors and/or officers, then the liability of a director and/or
officer of the Corporation shall be eliminated or limited to the fullest extent
permitted by the Nevada General Corporation Law, as so amended from time to
time.


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      Any repeal or modification of this Article TWELFTH shall not increase the
personal liability of any director and/or officer of this Corporation for any
act or occurrence taking place prior to such repeal or modification, or
otherwise adversely affect any right or protection of a director and/or officer
of the Corporation existing at the time of such repeal or modification.'"

      THIRD: The total number of outstanding shares having voting power of the
Corporation is 3,999,650, and the total number of votes entitled to be cast by
the holders of all of said outstanding shares is 3,999,650.

      FOURTH: The holders of 3,358,640 shares having voting power, voted at a
meeting of stockholders, held on May 24, 2001, and adopted the amendments herein
in accordance with the provisions of Nevada Revised Statutes, Title 7, Section
78.390.

Signed on May 24, 2001

                                             /s/ Andrew Gordon
                                             ------------------------
                                             Andrew Gordon, President

                                             /s/ David Gordon
                                             ------------------------
                                             David Gordon, Secretary