Exhibit 3.4

                               ARTICLES OF MERGER

                                       OF

                            COFFEE HOLDING CO., INC.

                                       AND

                     TRANSPACIFIC INTERNATIONAL GROUP CORP.

To the Secretary of State
State of Nevada

      Pursuant to the provisions of Chapter 92A,  Nevada Revised  Statutes,  the
foreign  corporation and the domestic herein named do hereby adopt the following
Articles of Merger.

      1. The complete  executed Plan of Merger for merging  Coffee  Holding Co.,
Inc., a business corporation  organized under the laws of the State of New York,
with and into  Transpacific  International  Group Corp., a business  corporation
organized  under the laws of the  State of  Nevada is on file at the  registered
offices and the  principal  place of businesses  of  Transpacific  International
Group  Corp.  and  Coffee  Holding  Co.,  Inc.  The said Plan of Merger has been
adopted by the Board of Directors of Coffee  Holding Co.,  Inc. and by the Board
of Directors of Transpacific International Group Corp.

      2. The  merger of Coffee  Holding  Co.,  Inc.  with and into  Transpacific
International  Group  Corp.  is  permitted  by the laws of the  jurisdiction  of
organization  of Coffee Holding Co., Inc. and has been  authorized in compliance
with said laws, by which Coffee Holding Co., Inc. is governed.

      3. The said Plan of Merger was  submitted  to the  stockholders  of Coffee
Holding Co., Inc.  pursuant to the provisions of the laws of its jurisdiction of
organization,  and the manner of approval  thereof by said  stockholders  was as
follows: By the unanimous written consent of the stockholders.

      (a) The designation,  the number of outstanding  shares, and the number of
votes  entitled  to be cast by each class  entitled  to vote on the said Plan of
Merger are as follows:

            (i) Designation of class: Common Stock, no par value

            (ii) Number of outstanding shares of class: 1

            (iii) Number of votes of class entitled to be cast: 1

      (b) The total  number of votes  cast for and  against  the  merger  herein
provided  for by each  class  entitled  to vote on the said Plan of Merger is as
follows:

<PAGE>

            (i) Designation of class: Common Stock, no par value

            (ii) Number of votes of class cast for Plan of Merger: 1

            (iii) Number of votes of class cast against Plan of Merger: 0

      (c) The  said  number  of  votes  cast for the  said  Plan of  Merger  was
sufficient for the approval thereof by said class.

      4. The said Plan of Merger was  approved by the  unanimous  consent of the
stockholders  of  Transpacific  International  Group  Corp.  and by its Board of
Directors pursuant to the provisions of Chapter 92A, Nevada Revised Statutes.

      5. When the merger herein provided for becomes effective, Article FIRST of
the Articles of  Incorporation  of  Transpacific  International  Group Corp.  is
amended pursuant to the Plan of Merger to read as follows:

      "FIRST: The name of the corporation is Coffee Holding Co., Inc."

      6. The merger herein  provided for shall become  effective in the State of
Nevada upon filing of the Certificate.

Signed on April 16, 1998.

                                        Coffee Holding Co., Inc.

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

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

                                        Transpacific International Group Corp.

                                        /s/ David Gordon
                                        ----------------------------------
                                        David Gordon, President

                                        /s/ Andrew Gordon
                                        ----------------------------------
                                        Andrew Gordon, Secretary


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<PAGE>

STATE OF NEW YORK )
                  )  ss.:
COUNTY OF KINGS   )

On April 16, 1998, personally appeared before me, a Notary Public in and for the
State and County aforesaid, Andrew Gordon, President of Coffee Holding Co., Inc.
personally  known to me to be the person whose names are subscribed to the above
instrument in the said capacities,  who acknowledged that they executed the said
instrument.

                                -------------------------
                                       Notary Public


                                       3
<PAGE>

STATE OF NEW YORK )
                  )  ss.:
COUNTY OF KINGS   )

On April 16, 1998, personally appeared before me, a Notary Public in and for the
State  and  County   aforesaid,   Andrew  Gordon,   President  of   Transpacific
International  Group Corp.,  personally known to me to be the person whose names
are subscribed to the above instrument in the said capacities,  who acknowledged
that they executed the said instrument.

                                -------------------------
                                       Notary Public


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