U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  FORM 10-QSB


                   QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
                    OF THE SECURITIES EXCHANGE ACT OF 1934


                        For Quarter Ended June 30, 2004

                          Commission File No. 0-18200


                      ARMANINO FOODS OF DISTINCTION, INC.
       -----------------------------------------------------------------
       (Exact name of small business issuer as specified in its charter)



           COLORADO                                   84-1041418
------------------------------             -------------------------------
(State or other jurisdiction               (I.R.S. Employer Identification
incorporation or organization)                         Number)


                    30588 San Antonio St., Hayward, CA 94544
               -------------------------------------------------
               (Address of principal executive office)(Zip Code)

         Issuer's telephone number, including area code: (510) 441-9300


Check whether the issuer (1)  filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 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 [ ]

There were 3,395,108 shares of the Issuer's Common Stock outstanding as of
June 30, 2004.

Transitional Small Business disclosure Format. Yes  [ ]   No [X]


















                        PART I - FINANCIAL INFORMATION
              ARMANINO FOODS OF DISTINCTION, INC. AND SUBSIDIARY
                     Condensed Consolidated Balance Sheets
                                    ASSETS

                                             (Unaudited)
                                            June 30, 2004  December 31, 2003
                                            -------------  -----------------
Current Assets:
 Cash and cash equivalents                   $ 1,027,583     $ 1,414,244
 Certificates of deposit                       1,495,000       1,062,942
 Accounts receivable, net                      1,577,706       1,677,090
 Inventory                                     1,345,577       1,085,071
 Prepaid expenses                                159,837         216,685
 Current portion of direct financing lease
  receivable                                      79,831          68,485
 Current deferred tax asset                      100,031         104,205
                                             -----------     -----------
     Total Current Assets                      5,785,565       5,628,722

Property and Equipment, net                    1,743,002       1,884,925
Direct financing lease receivable, net           385,916         439,836

Other Assets:
 Deposits                                         32,000          32,000
 Goodwill                                        375,438         375,438
 Indefinite life - Intangible assets              95,000          95,000
 Deferred tax asset                                9,220           9,220
                                             -----------     -----------
     Total Other Assets                          511,658         511,658
                                             -----------     -----------
     Total Assets                            $ 8,426,141     $ 8,465,141
                                             ===========     ===========

                     LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:
 Accounts payable & accrued payroll and
  related taxes                              $   972,030     $   823,315
 Dividends payable                               170,728         333,490
 Income Taxes payable                             62,566          80,724
                                             -----------     -----------
     Total Current Liabilities                 1,205,324       1,237,529

Deferred income on direct financing lease         51,561          56,459
                                             -----------     -----------
     Total Liabilities                         1,256,885       1,293,988

Stockholders' Equity:
 Preferred stock; no par value, 10,000,000
  shares authorized, no shares issued and
  outstanding
 Common stock; no par value, 40,000,000
  shares authorized, 3,395,108 shares issued
  and outstanding at June 30, 2004 and
  3,325,108 at December 31, 2003               8,349,834       8,177,834
 Additional paid in capital                       37,911          37,911
 Retained earnings/(deficit)                  (1,213,722)     (1,037,225)
                                             -----------     -----------
                                               7,174,023       7,178,520
   Less: Deferred compensation expense
         in accordance with APB 25                (4,767)         (7,367)
                                             -----------     -----------
     Total Stockholders' Equity                7,169,256       7,171,153
                                             -----------     -----------
     Total Liabilities & Stockholders'
       Equity                                $ 8,426,141     $ 8,465,141
                                             ===========     ===========

The accompanying notes are an integral part of these condensed financial
statements. The balances for December 31, 2003 were taken from the audited
financial statements at that date and condensed.

                                       2




                         PART I - FINANCIAL INFORMATION
              ARMANINO FOODS OF DISTINCTION, INC. AND SUBSIDIARY
                Condensed Consolidated Statements of Operations
                  For the Quarter Ended June 30, 2004 and 2003
                                   (Unaudited)


                                             June 30, 2004   June 30, 2003
                                             -------------   -------------

Net Sales                                     $ 3,400,418     $ 3,181,445
Cost of Goods Sold                              2,296,739       2,343,112
                                              -----------     -----------
     Gross Profit                               1,103,679         838,333

Operating Expenses:
 General, administrative and selling              371,077         382,918
 Salaries and wages                               412,151         400,651
 Commissions                                      127,746         150,581
                                              -----------     -----------
     Total Operating Expenses                     910,974         934,150

Income/(Loss) From Operations                     192,705         (95,817)

Other Income                                       13,257          10,948
                                              -----------     -----------
Income/(Loss) From Operations Before
 Income Taxes                                     205,962         (84,869)

Current Tax Expense                                59,729            -
Deferred Tax Expense                                 -            (29,279)
                                              -----------     -----------
Net Income/(Loss)                             $   146,233     $   (55,590)

Basic Income/(Loss) Per Common Share          $       .04     $      (.02)
                                              ===========     ===========

Weighted Average Common Shares Outstanding      3,384,284       3,250,108
                                              ===========     ===========

Diluted Income/(Loss) Per Common Share        $       .04     $      (.02)
                                              ===========     ===========

Weighted Average Common Shares Outstanding      3,572,709       3,272,470
                                              ===========     ===========











The accompanying notes are an integral part of these unaudited condensed
financial statements.

                                      3





                        PART I - FINANCIAL INFORMATION

              ARMANINO FOODS OF DISTINCTION, INC. AND SUBSIDIARY
                Condensed Consolidated Statements of Operations
                For the Six Months Ended June 30, 2004 and 2003
                                  (Unaudited)


                                             June 30, 2004   June 30, 2003
                                             -------------   -------------

Net Sales                                     $ 6,456,077     $ 6,565,127
Cost of Goods Sold                              4,404,806       4,834,753
                                              -----------     -----------
     Gross Profit                               2,051,271       1,730,374

Operating Expenses:
 General, administrative and selling              765,059         768,344
 Salaries and wages                               827,709         805,126
 Commissions                                      251,803         289,888
                                              -----------     -----------
     Total Operating Expenses                   1,844,571       1,863,358

Income/(Loss) From Operations                     206,700        (132,984)

Other Income                                       23,438          24,577
                                              -----------     -----------
Income/(Loss) From Operations Before
 Income Taxes                                     230,138        (108,407)

Current Tax Expense                                62,566            -
Deferred Tax Expense                                4,174         (37,400)
                                              -----------     -----------
Net Income/(Loss)                             $   163,398     $   (71,007)
                                              ===========     ===========

Basic Income/(Loss) Per Common Share          $       .05     $      (.02)
                                              ===========     ===========

Weighted Average Common Shares Outstanding      3,367,443       3,250,108
                                              ===========     ===========

Diluted Income/(Loss) Per Common Share        $       .05     $      (.02)
                                              ===========     ===========

Weighted Average Common Shares Outstanding      3,579,035       3,268,146
                                              ===========     ===========













The accompanying notes are an integral part of these unaudited condensed
financial statements.


                                       4



                        PART I - FINANCIAL INFORMATION

                 ARMANINO FOODS OF DISTINCTION, INC. SUBSIDIARY
                Condensed Consolidated Statements of Cash Flows
                For the Six Months Ended June 30, 2004 and 2003
                                  (Unaudited)


                                             June 30, 2004   June 30, 2003
                                             -------------   -------------

Cash Flows From Operating Activities:
 Net income/(loss)                            $   163,398     $   (71,007)
 Adjustment to reconcile net income to net
  cash provided by operations:
   Depreciation                                   236,500         256,667
   Loss on sale of equipment                         -              5,362
   Net change in deferred taxes                     4,174         (37,400)
   Earned revenue from direct financing lease      (4,898)         (3,131)
   Compensation for options                         2,600           2,600
   Bad debt expense                                24,695           7,591
   Changes in assets and liabilities:
    Decrease in accounts receivable                74,689         616,829
    (Increase)/Decrease in inventories           (260,506)        469,131
    Decrease in prepaid expenses                   56,848         181,746
    Increase/(Decrease) in accounts payable
     and accrued payroll and related taxes        148,715         (79,766)
    Decrease in income taxes payable              (18,158)           -
                                              -----------     -----------
Total Adjustments                                 264,659       1,419,629
                                              -----------     -----------

     Net Cash Provided By Operating Activities    428,057       1,348,622

Cash Flows From Investing Activities:
 Proceeds from sale of equipment                     -              3,000
 Capital expenditures                             (94,577)        (41,941)
 Proceeds received from direct financing lease     42,574          27,217
 Purchase of certificates of deposit             (432,058)           -
                                              -----------     -----------
     Net Cash Used For Investing Activities      (484,061)        (11,724)

Cash Flows From Financing Activities:
 Dividends paid                                  (502,659)       (327,493)
 Proceeds from exercise of stock options          172,002            -
                                              -----------     -----------
     Net Cash Used For Financing Activities:     (330,657)       (327,493)

Net Increase/(Decrease) In Cash and Cash
 Equivalents                                     (386,661)      1,009,405

Cash and Cash Equivalents Beginning of Period   1,414,244       1,094,002
                                              -----------     -----------
Cash and Cash Equivalents End of Period       $ 1,027,583     $ 2,103,407
                                              ===========     ===========





The accompanying notes are an integral part of these unaudited condensed
financial statements.

                                  (continued)

                                       5





                        PART I - FINANCIAL INFORMATION
              ARMANINO FOODS OF DISTINCTION, INC. AND SUBSIDIARY
                Condensed Consolidated Statements of Cash Flows
                For the Six Months Ended June 30, 2004 and 2003
                                  (Unaudited)

                                              June 30, 2004  June 30, 2003
                                              -------------  -------------

Supplemental Disclosures of Cash Flow
Information:
 Cash paid during the period for
   Interest                                   $      -        $      -
   Income tax                                 $    72,251     $      -



Supplemental Disclosures of Non-Cash Items:
 For the six months ended June 30, 2004 and June 30, 2003.

    During 2002, the Company issued a total of 60,000 options to a
    director to purchase common stock at $2.54 per share, which was
    below the current market value of the Company common stock of $2.80.
    The options vest equally over 36 months.  On the grant date, in
    accordance with APB 25, the Company recorded additional paid in
    capital and deferred compensation of $15,600.  For periods prior to
    December 31, 2003 the Company recognized a total of $8,233 as
    compensation expense in connection with these options.  For the
    six months ended June 30, 2004 and June 30, 2003, the Company
    recognized $2,600 as compensation expense in connection with
    these options.































                                       6





                        PART I - FINANCIAL INFORMATION
              ARMANINO FOODS OF DISTINCTION, INC. AND SUBSIDIARY
             Notes to Condensed Consolidated Financial Statements
                                 June 30, 2004
                                  (Unaudited)

Note 1 - Summary of Significant Accounting Policies

     The accompanying unaudited condensed consolidated financial statements
have been prepared in accordance with generally accepted accounting principles
of the United States of America for interim financial information.
Accordingly, they do not include all of the information and footnotes required
by generally accepted accounting principles of the United States of America
for complete financial statements.  In the opinion of management, all
adjustments, consisting of normal recurring accruals, considered necessary for
a fair presentation have been included.  It is suggested that these condensed
consolidated financial statements be read in conjunction with the December 31,
2003 audited financial statements and notes thereto for Armanino Foods of
Distinction, Inc.  The results of operations for the periods ended June 30,
2004 and 2003 are not necessarily indicative of the operating results for the
full year.

     Basis of Presentation - The condensed consolidated financial statements
include the accounts of Armanino Foods of Distinction, Inc. ("Parent") and
it's wholly-owned dormant subsidiary AFDI, Inc.

     Consolidation - All significant intercompany transactions between Parent
and subsidiary have been eliminated in consolidation.

     Cash and Cash Equivalents - The Company considers all highly liquid debt
instruments (Treasury Bills/Certificates of Deposit) purchased with a maturity
of three months or less to be cash equivalents.  The Company had $852,883 in
excess of federally insured amounts in its bank and brokerage accounts at June
30, 2004.  At June 30, 2004 this amount included $610,101 from a matured
Treasury Bill that was reinvested in a new Treasury Bill in July of 2004.

     Intangible Assets - The Company acquired Alborough, Inc. during May 1996.
The Company recorded goodwill in the amount of $609,938 as part of the
purchase.  During October 2002, the Company purchased proprietary
formulations, trademarks and related equipment of a product line sold under
the Garlic Zing  label.  In relation to this purchase the Company recorded
$95,000 for formulas and trademarks.  In 2002, the Company adopted Statement
of Financial Accounting Standards No. 142, "Goodwill and Other Intangible
Assets".  The Company has classified its intangible assets as indefinite-life
intangible assets and accordingly does not record amortization.  The Company
has no other indefinite-life or definite-life intangible assets.  (See Note 6)

     Accounts Receivable - Accounts receivable consist of trade receivables
arising in the normal course of business.  At June 30, 2004 and December 31,
2003, the Company has established an allowance for doubtful accounts of
$43,000 and $30,231, respectively, which reflects the Company's best estimate
of probable losses inherent in the accounts receivable balance.  The Company
determines the allowance based on known troubled accounts, historical
experience, and other currently available evidence.  Amounts written off for
the years presented are insignificant for disclosure.

     Revenue Recognition and Sales Incentives - The Company accounts for
revenue recognition in accordance with the Securities and Exchange Commission
Staff Accounting Bulletin No. 101, "Revenue Recognition in Financial
Statements" (SAB 101), as amended SAB 104, SFAS 48, "Revenue Recognition When
Right of Returns Exists" and EITF No. 00-14, 00-25, 01-09 "Accounting for
Consideration Given by a Vendor to a Customer".  The Company recognizes
revenue when rights and risk of ownership have passed to the customer, there
is persuasive evidence of an arrangement, product has been shipped or

                                      7



                        PART I - FINANCIAL INFORMATION
              ARMANINO FOODS OF DISTINCTION, INC. AND SUBSIDIARY
             Notes to Condensed Consolidated Financial Statements
                                 June 30, 2004
                                  (Unaudited)

Note 1 - Summary of Significant Accounting Policies (Continued)

delivered to the customer, the price and terms are finalized, and collection
of resulting receivable is reasonably assured. Products are primarily shipped
FOB shipping point at which time title passes to the customer.  In some
instances the Company uses common carriers for the delivery of products.  In
these arrangements, sales are recognized upon delivery to the customer.  The
Company's revenue arrangements with its customers often include early payment
discounts and such sales incentives as trade allowances, promotions and
co-operative advertising.  These sales incentives are recorded at the later of
when revenue is recognized or when the incentives are offered. Sales
incentives that do not provide an identifiable benefit or provide a benefit
where the Company could not have entered into an exchange transaction with a
party other than the customer are netted against revenues. Incentives
providing an identifiable benefit, where the Company could have entered into
the same transaction with a party other than the customer, are classified
under "General, administrative and selling" in the Operating Expenses section
of the Consolidated Statements of Operations.

Net sales comprised of the following for the quarter and six months ended June
30, 2004 and 2003:

                           For the Quarters           For the Six Months
                            Ended June 30,              Ended June 30,
                          2004          2003          2004           2003
                       -----------   -----------   -----------   -----------

Gross Sales            $ 3,865,198   $ 3,630,439   $ 7,324,988   $ 7,536,670
Less   Discounts           (60,503)      (63,433)     (114,014)     (124,892)
       Slotting            (22,315)      (60,887)      (41,946)     (120,703)
       Promotional        (381,962)     (324,674)     (712,951)     (725,948)
                       -----------   -----------   -----------   -----------
Net Sales              $ 3,400,418   $ 3,181,445   $ 6,456,077   $ 6,565,127
                       -----------   -----------   -----------   -----------

     Accounting Estimates - The preparation of financial statements in
conformity with generally accepted accounting principles in the United States
of America requires management to make estimates and assumptions that affect
the reported amounts of assets and liabilities, the disclosures of contingent
assets and liabilities at the date of the financial statements and the
reported amount of revenues and expenses during the reporting period.  Actual
results could differ from those estimated.

     Earnings Per Share - The Company calculates earnings per share in
accordance with Statement of Financial Accounting Standards (SFAS) No. 128
"Earnings Per Share", which requires the Company to present basic and diluted
earnings per share.  The computation of basic earnings per share is based on
the weighted average number of shares outstanding during the periods
presented.  The computation of diluted earnings per share is based on the
weighted average number of outstanding common shares during the period plus,
when their effect is dilutive, additional shares assuming the exercise of
certain vested and non-vested stock options and warrants, reduced by the
number of shares which could be purchased from the proceeds.





                                       8




                        PART I - FINANCIAL INFORMATION
              ARMANINO FOODS OF DISTINCTION, INC. AND SUBSIDIARY
             Notes to Condensed Consolidated Financial Statements
                                 June 30, 2004
                                  (Unaudited)

Note 1 - Summary of Significant Accounting Policies (Continued)

     The weighted average common shares and common equivalent shares
outstanding for purposes of calculating earnings per share were as follows:
<TABLE>
<CAPTION>
                                        For the Quarters           For the Six Months
                                         Ended June 30,              Ended June 30,
                                       2004          2003          2004           2003
                                    -----------   -----------   -----------   -----------
<S>                                 <C>           <C>           <C>           <C>
Weighted average common shares
outstanding used in basic earning
(loss) per share                    3,384,284      3,250,108      3,367,443    3,250,108

Effect of dilutive stock options      188,425         22,362        211,592       18,038

Weighted average common shares and
potential dilutive common shares
outstanding used in dilutive
earnings/(loss) per share           3,572,709      3,272,470      3,579,035    3,268,146
</TABLE>

     For the six months ended June 30, 2004 and June 30, 2003, the Company had
10,000 and 167,820, respectively, of additional stock options that could
potentially dilute earnings per share in the future that were not included in
the diluted computation because their effect was anti-dilutive.

     Stock Options - In December 2002, the FASB issued SFAS No. 148,
"Accounting for Stock-Based Compensation -- Transition and Disclosure, an
amendment of FASB Statement No. 123" ("SFAS 148"). This Statement amends SFAS
123 to provide alternative methods of transition for a voluntary change to the
fair value method of accounting for stock-based employee compensation. In
addition, SFAS 148 amends the disclosure requirements of SFAS 123 to require
prominent disclosures in both annual and interim financial statements. Certain
of the disclosure modifications are required for fiscal years ending after
December 15, 2002 and are included in the notes to these consolidated
financial statements.

     The Company has stock option plans that provide for stock-based employee
compensation, including the granting of stock options, to certain key
employees.  The Company accounts for the stock option plans in accordance with
the recognition and measurement principles of APB Opinion No. 25, "Accounting
for Stock Issued to Employees", and related interpretations. Under this
method, compensation expense is recorded on the date of grant only if the
current market price of the underlying stock exceeded the exercise price.

     During 2002, the Company issued a total of 60,000 options to a director
to purchase common stock at $2.54 per share, which was below the current
market value of the Company common stock of $2.80.  The options vest equally
over 36 months.  In accordance with APB 25, the Company recorded additional
paid in capital and deferred compensation expense of $15,600.  For the six
months ended June 30, 2004 and June 30, 2003, the Company recognized $2,600 as
compensation expense.





                                      9


                        PART I - FINANCIAL INFORMATION
              ARMANINO FOODS OF DISTINCTION, INC. AND SUBSIDIARY
             Notes to Condensed Consolidated Financial Statements
                                 June 30, 2004
                                  (Unaudited)

Note 1 - Summary of Significant Accounting Policies (Continued)

     During the periods presented in the accompanying financial statements the
Company has granted options under the 1993 and 2002 Stock Option Plans and
executive and other employment agreements. The Corporation has adopted the
disclosure-only provisions of Statement of Financial Accounting Standards No.
123, "Accounting for Stock-Based Compensation."  Accordingly, no compensation
cost under SFAS No. 123 has been recognized for the stock option plans or
other agreements in the accompanying statement of operations.  Had
compensation cost for the Company's stock option plans and agreements been
determined based on the fair value at the grant date for awards in 2004 and
2003 consistent with the provisions of SFAS No. 123, the Company's net
earnings net of taxes and earnings per share would have been reduced to the
pro forma amounts indicated below:
<TABLE>
<CAPTION>
                                                 For the Quarters    For the Six Months
                                                  Ended June 30,       Ended June 30,
                                                 2004       2003      2004        2003
                                                --------   --------  --------   --------
<S>                                             <C>        <C>       <C>        <C>
Net Income (Loss)                As reported    $146,233   $(55,590) $163,398   $(71,007)
Add: Stock-based employee com-
 pensation expense included in
 reported net income, net of
 taxes                                               923        780     1,846      1,560
Deduct: Total stock-based employee
 compensation expense determined
 under fair value based method                    (5,327)   (12,791)   (8,752)   (25,582)
                                                --------   --------  --------   --------
Net Income (Loss)                Proforma       $141,829   $(67,601) $156,492   $(92,029)

Basic earnings (loss) per share  As reported    $    .04   $   (.02) $    .05   $   (.02)
                                 Proforma       $    .04   $   (.02) $    .05   $   (.03)
Diluted earnings(loss) per share As reported    $    .04   $   (.02) $    .05   $   (.02)
                                 Proforma       $    .04   $   (.02) $    .04   $   (.03)

</TABLE>

     Reclassification - The financial statements for the quarter and six
months ended June 30, 2003 have been reclassified to conform with the
classifications and headings used in the quarter and six months ended June 30,
2004.

Note 2 - Inventory

     Inventory is carried at the lower of cost or market with cost being
determined on the first-in, first-out method and consisted of the following:


                                         June 30, 2004    December 31, 2003
                                         -------------    -----------------
     Raw materials & supplies             $  476,122         $  353,395
     Finished goods                          869,455            731,676
                                          ----------         ----------
                                          $1,345,577         $1,085,071
                                          ==========         ==========


                                      10



                        PART I - FINANCIAL INFORMATION
              ARMANINO FOODS OF DISTINCTION, INC. AND SUBSIDIARY
             Notes to Condensed Consolidated Financial Statements
                                 June 30, 2004
                                  (Unaudited)

Note 3 - Related Party Transactions

     The Company incurred $11,870 and $11,640 respectively, for the six months
ended June 30, 2004 and 2003, in accounting and consulting fees to an
accounting firm, the managing partner of which is also a stockholder and
director of the Company.  Services provided by the accounting firm are in the
area of tax preparation and related services, management and business
consulting.

     The Company incurred $10,000 for the six months ended June 30, 2003 in
consulting fees to a former director of the Company.

Note 4 - Property and Equipment

     Property and equipment consists of the following:

                             Estimated Useful                  December 31,
                               Life in Years    June 30, 2004     2003
                             ----------------   -------------  ------------
  Office Equipment                  3-10        $    188,407   $   188,407
  Computer and Software             2-5              149,593       132,142
  Plant Machinery & Equipment       5-20           3,806,513     3,756,438
  Vehicles                          7                 23,061        23,061
  Leasehold Improvements            3-10           1,829,423     1,802,372
                                                ------------   -----------
                                                   5,996,997     5,902,420
  Accumulated Depreciation                        (4,253,995)   (4,017,495)
                                                ------------   -----------
                                                $  1,743,002   $ 1,884,925
                                                ============   ===========

     During the six months ended June 30, 2004 and 2003, depreciation expense
amounted to $236,500 and $256,667, respectively.

Note 5 -  Stockholders' Equity

     Common Stock:

     During the six months ended June 30, 2004, the Company issued 25,000 and
45,000 shares of stock at $2.31 and $2.54 per share, respectively, upon
exercise of stock options by employees and a former director under the 1993
stock option plan.

     Stock Options:

     During March of 2004, the Company issued a total of 10,000 options to an
employee to purchase common stock at $3.55 per share.  The options vest
equally over 36 months and expire in March 2014.

     As of June 30, 2004, the Company had 727,900 outstanding stock options to
purchase the Company's stock at prices ranging from $2.31 to $3.55 per share
to current and former employees, directors and former consultants, expiring in
December 2004 through March 2014.





                                      11




                        PART I - FINANCIAL INFORMATION
              ARMANINO FOODS OF DISTINCTION, INC. AND SUBSIDIARY
             Notes to Condensed Consolidated Financial Statements
                                 June 30, 2004
                                  (Unaudited)

Note 5 -  Stockholders' Equity (Continued)

     Dividends:

     On December 11, 2003, the Company's Board of Directors declared a regular
dividend of $.05 per share and a special dividend of $.05 per share that was
paid on January 23, 2004 to shareholders of record on January 5, 2004 for a
total of $333,490.

     On March 26, 2004, the Board of Directors approved a regular dividend of
$0.05 per share on outstanding shares of the Company that was paid on April
30, 2004 to shareholders of record on April 12, 2004 for a total of $169,168.

     On May 27, 2004, the Board of Directors approved a regular dividend of
$.05 per share on outstanding shares of the Company that was paid on July 23,
2004 to shareholders of record on June 25, 2004 for a total of $170,728.

Note 6 - Indefinite life - Intangible assets

     As of June 30, 2004, the Company's intangible assets consisted of the
following:

                           Goodwill       $ 375,438
                           Formulas          95,000

     During the year ended December 31, 2003, the Company tested the
intangible assets for impairment in accordance with SFAS No. 142.  The Company
used the quoted market price of it stock to test its intangible assets for
impairment and determined that the Company's intangible assets were not
impaired.

Note 7 - Subsequent Event

     On May 27, 2004, the Board of Directors approved a regular dividend of
$0.05 per share on outstanding shares of the Company that was paid on July 23,
2004 to shareholders of record on June 25, 2004.























                                      12


                        PART I - FINANCIAL INFORMATION

               ARMANINO FOODS OF DISTINCTION, INC. AND SUBSIDIARY

ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS

     This Quarterly Report on Form 10-QSB contains forward-looking statements
(as such term is defined in the Private Securities Litigation Reform Act of
1995), and information relating to the Company that is based on beliefs of
management of the Company, as well as assumptions made by and information
currently available to management of the Company.  When used in this Report,
the words "estimate," "project," "believe," "anticipate," "intend," "expect,"
and similar expressions are intended to identify forward-looking statements.
Such statements reflect the current views of the Company with respect to
future events based on currently available information and are subject to
risks and uncertainties that could cause actual results to differ materially
from those contemplated in such forward-looking statements.  Readers are
cautioned not to place undue reliance on these forward-looking statements,
which speak only as of the date hereof.  The Company does not undertake any
obligation to release publicly any revisions to these forward looking
statements to reflect events or circumstances after the date hereof or to
reflect the occurrence of unanticipated events.

Results of Operations

     Net sales for the quarter ended June 30, 2004 were $3,400,418 compared to
$3,181,445 for the quarter ended June 30, 2003.  For the six months ended June
30, 2004 net sales were $6,456,077 compared to $6,565,127 for the six months
ended June 30, 2003.  The Company experienced an overall improvement in sales
during the second quarter of 2004 due to the implementation of various sales
strategies.  The strategies focus on promotional programs to increase the
Company's customer base.  The lower overall sales for the first six months of
2004 were due to a major customer deciding to switch from the Company's frozen
sauce to a competitor's shelf-stable sauce in the second quarter of 2003.
Additionally, sales to retail outlets were impacted during the first quarter
of 2004 due to a strike at the major supermarkets in Southern California.

     The Company continues to focus its efforts on increasing its customer
base through various sales programs and development of new products.
Promotional and marketing programs are used with various distributors and
retail outlets to support existing sales and develop recognition of the
Company's products. The research and development department assists the sales
effort by developing new and innovative uses for the Company's products as
well as formulating products that meet the specific needs of our customers.

     Cost of goods sold as a percentage of net sales decreased from 73.6% for
the quarter ended June 30, 2003 to 67.5% for the quarter ended June 30, 2004.
Cost of goods sold as a percentage of sales decreased from 73.6% for the six
months ended June 30, 2003 to 68.2% for the six months ended June 30, 2004.
The decrease in the cost of goods sold percentage, for the quarter and six
months, was due to a shift in the product mix favoring higher margin products.
Furthermore, prior year cost of goods sold included an impact from write-offs
of old discontinued products and samples.  Cost reductions and efficiencies in
the production area also added to this improved cost of goods sold percentage
for 2004.

     Operating expenses as a percentage of net sales were 26.8% for the
quarter ended June 30, 2004 compared to 29.4% for the quarter ended  June 30,
2003.  Operating expenses as a percentage of net sales were 28.6% for the six
months ended June 30, 2004 compared to 28.4% for the six months ended June 30,
2003.  The reduction in this percentage for the quarter is primarily due to
higher sales.  The overall dollar amount of operating expenses for the quarter
and six months was slightly lower in 2004 as compared to 2003.  This reduction
in overall dollar amount of operating expenses was primarily the result of

                                      13




                        PART I - FINANCIAL INFORMATION

               ARMANINO FOODS OF DISTINCTION, INC. AND SUBSIDIARY

ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS (Continued)

Results of Operations (continued)

lower commissions expense.  The Company incurred broker commission expense in
relation to a fixed fee contract in 2003.  Because the contract called for a
specified monthly fee, the expense was incurred without a direct correlation
to sales.

     Net income for the quarter ended June 30, 2004 was $146,233 compared to a
net loss of $55,590 for the quarter ended June 30, 2003.  Net income for the
six months ended June 30, 2004 was $163,398 compared to a net loss of $71,007
for the six months ended June 30, 2003.  The losses experienced in 2003 were
the result of write-offs of old discontinued products and samples.
Additionally, cost cutting efforts and lower slotting expense contributed to
the turnaround from a net loss in 2003 to net income in 2004.

Liquidity And Capital Resources

     At June 30, 2004, the Company had working capital of $4,580,241 an
increase of $189,048 from December 31, 2003.  The increase in working capital
is primarily attributable to net income from continuing operations.  Current
assets included $4,100,289 in cash, cash equivalents, certificates of deposit
and accounts receivable.  Management believes that this level of working
capital is adequate to meet anticipated needs for liquidity.

     During the six months ended June 30, 2004, cash provided by operating
activities of the Company amounted to $428,057; the result of net income and
non-cash depreciation.

     During the six months ended June 30, 2004, cash used for investing
activities of the Company amounted to $484,061.  This was primarily the result
of the Company purchasing Certificates of Deposit in order to obtain a better
return on available cash reserves.  Additionally, cash used for investing
activities was impacted by capital expenditures partially offset by proceeds
from the direct financing lease.

     During the six months ended June 30, 2004, cash used for financing
activities of the Company amounted to $330,657.  This was primarily due to
dividends paid during the six months and included a regular and special
dividend declared in 2003 and paid in the first quarter of 2004.  The cash
used for dividend payments was partially offset by proceeds received from the
exercise of stock options.

     Subsequent to June 30, 2004, the Company paid a dividend in the amount of
$170,728 that was declared during the second quarter of 2004.

     The Company presently has no commitments for material capital
expenditures.







                                     14







                        PART I - FINANCIAL INFORMATION

               ARMANINO FOODS OF DISTINCTION, INC. AND SUBSIDIARY

ITEM 3:  CONTROLS AND PROCEDURES

     As of June 30, 2004, under the supervision and with the participation of
the Company's Chief Executive Officer and the Principal Financial Officer,
management has evaluated the effectiveness of the design and operation of the
Company's disclosure controls and procedures.  Based on that evaluation, the
Chief Executive Officer and Principal Financial Officer concluded that the
Company's disclosure controls and procedures were effective as of June 30,
2004.  There were no significant changes in internal control over financial
reporting that occurred during the fiscal quarter covered by this report that
have materially affected, or are reasonably likely to affect, the Company's
internal control over financial reporting.















































                                     15





                                  PART II
                              OTHER INFORMATION

II.  Other Information

Item 1.  Legal Proceedings.

         None

Item 2.  Changes In Securities and Use of Proceeds.

         None

Item 3.  Defaults Upon Senior Securities.

         None

Item 4.  Submission of Matters To A Vote of Security Holders.

         On May 28, 2004, the Company held an Annual Meeting of Shareholders
at which William J. Armanino, John J. Micek, III, David B. Scatena, Joseph F.
Barletta, Edmond J. Pera and Douglas R. Nichols were each reelected to the
Board of Directors.  In addition, the Company's shareholders ratified the
appointment of Gregory & Eldredge, L.L.C. as the Company's auditors.  The
following sets forth the votes cast for, against or withheld, as well as the
number of abstentions and broker non-votes, as to each of the matters
presented at the meeting:

Election of Directors:

               Nominees                For            Withheld
               --------                ---            --------

         William J. Armanino        2,449,035          11,368
         John J. Micek, III         2,439,375          21,028
         David B. Scatena           2,431,009          29,394
         Joseph F. Barletta         2,451,577           8,826
         Edmond J. Pera             2,448,609          11,794
         Douglas R. Nichols         2,457,629           2,774

Appointment of Gregory & Eldredge, L.L.C.

                 For                  Against        Abstentions
                 ---                  -------        -----------

         2,409,140 Shares          1,486 Shares     49,777 Shares

Item 5.  Other Information.

         None















                                      16


                                   PART II
                               OTHER INFORMATION

II.  Other Information (continued)

Item 6.  Exhibits and Reports on Form 8-K.

         (a) Exhibits:


             31.1   Certification of Chief      Filed herewith electronically
                    Executive Officer
                    Pursuant to Section 302
                    of the Sarbanes-Oxley Act
                    of 2002

             31.2   Certification of Chief      Filed herewith electronically
                    Financial Officer
                    Pursuant to Section 302
                    of the Sarbanes-Oxley Act
                    of 2002

             32.1   Certification of Chief      Filed herewith electronically
                    Executive Officer Pursuant
                    to 18 U.S.C. Section 1350

             32.2   Certification of Chief      Filed herewith electronically
                    Financial Officer Pursuant
                    to 18 U.S.C. Section 1350


         (b) Reports on Form 8-K:

             During the quarter ended June 30, 2004, the Company filed two
reports on Form 8-K. The 8-K dated April 7, 2004 was to report information
under Items 4 and 7 of that form concerning the change in registrant's
certifying accountants.  The 8-K dated April 21, 2004 was to report
information under Items 7 and 12 of that form concerning the Company's
earnings release for the first quarter of 2004.



























                                     17


                                 SIGNATURES

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

                                 ARMANINO FOODS OF DISTINCTION, INC.



                                 By:/s/ William J. Armanino
                                    William J. Armanino
Dated August 9, 2004                President
                                    Chief Executive Officer


                                 By:/s/ Edmond J. Pera
                                    Edmond J. Pera
                                    Secretary
                                    Treasurer
                                    Chief Operating Officer (Principal
                                    Financial Officer)











































                                      18