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 September 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 3,409,108 shares of the Issuer's Common Stock outstanding as of
September 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
<TABLE>
<CAPTION>
                                                        (Unaudited)
                                                       September 30,    December 31,
                                                            2004            2003
                                                       -------------    ------------
<S>                                                    <C>              <C>
Current Assets:
 Cash and cash equivalents                             $   909,540      $ 1,414,244
 Certificates of deposit                                 1,584,000        1,062,942
 Accounts receivable, net                                1,459,782        1,677,090
 Inventory                                               1,145,771        1,085,071
 Prepaid expenses                                          201,918          216,685
 Current portion of direct financing lease receivable       56,143           68,485
 Current deferred tax asset                                 67,065          104,205
                                                       -----------      -----------
     Total Current Assets                                5,424,219        5,628,722

Property and Equipment, net                              1,653,317        1,884,925
Direct financing lease receivable, net                     395,568          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                                         54,895            9,220
                                                       -----------      -----------
     Total Other Assets                                    557,333          511,658
                                                       -----------      -----------
     Total Assets                                      $ 8,030,437      $ 8,465,141
                                                       ===========      ===========

                          LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
 Accounts payable, accrued payroll and payroll taxes   $   668,144      $   823,315
 Dividends payable                                         171,429          333,490
 Income taxes payable                                       33,284           80,724
                                                       -----------      -----------
     Total Current Liabilities                             872,857        1,237,529

Deferred income on direct financing lease                   49,946           56,459
                                                       -----------      -----------
     Total Liabilities                                     922,803        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, 3,409,108 shares issued and outstanding
  at September 30, 2004 and 3,325,108 at December 31,
  2003                                                   8,385,359        8,177,834
 Additional paid in capital                                 37,911           37,911
 Retained earnings/(deficit)                            (1,312,169)      (1,037,225)
                                                       -----------      -----------
                                                         7,111,101        7,178,520
  Less: Deferred compensation expense in accordance
   with APB 25                                              (3,467)          (7,367)
                                                       -----------      -----------
     Total Stockholders' Equity                          7,107,634        7,171,153
                                                       -----------      -----------
     Total Liabilities & Stockholders' Equity          $ 8,030,437      $ 8,465,141
                                                       ===========      ===========
</TABLE>
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 September 30, 2004 and 2003
                                 (Unaudited)


                                   September 30, 2004    September 30, 2003
                                     ------------------    ------------------

Net Sales                                $3,249,171            $3,317,230
Cost of Goods Sold                        2,292,938             2,233,182
                                         ----------            ----------
     Gross Profit                           956,233             1,084,048

Operating Expenses:
 General, administrative and selling        325,136               303,387
 Salaries and wages                         420,210               374,474
 Commissions                                120,512               136,548
                                         ----------            ----------
     Total Operating Expenses               865,858               814,409

Income From Operations                       90,375               269,639

Other Income                                 12,417                11,445
                                         ----------            ----------
Income From Operations Before
 Income Taxes                               102,792               281,084

Current Tax Expense                          42,518                59,574
Deferred Tax Expense (Benefit)              (12,708)               37,400
                                         ----------            ----------
Net Income                               $   72,982            $  184,110

Basic Income Per Common Share            $     0.02            $      .06
                                         ==========            ==========

Weighted Average Common Shares
 Outstanding                              3,396,956             3,275,108
                                         ==========            ==========

Diluted Income Per Common Share          $     0.02            $      .06
                                         ==========            ==========

Weighted Average Common Shares
 Outstanding                              3,558,835             3,330,701
                                         ==========            ==========



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 Nine Months Ended September 30, 2004 and 2003
                                 (Unaudited)

                                     September 30, 2004    September 30, 2003
                                     ------------------    ------------------

Net Sales                                $9,705,248            $9,882,356
Cost of Goods Sold                        6,697,744             7,067,934
                                         ----------            ----------
     Gross Profit                         3,007,504             2,814,422

Operating Expenses:
 General, administrative and selling      1,090,195             1,071,731
 Salaries and wages                       1,247,919             1,179,600
 Commissions                                372,315               426,436
                                         ----------            ----------
     Total Operating Expenses             2,710,429             2,677,767

Income From Operations                      297,075               136,655

Other Income                                 35,855                36,022
                                         ----------            ----------
Income From Operations Before
 Income Taxes                               332,930               172,677

Current Tax Expense                         105,084                59,574
Deferred Tax Expense (Benefit)               (8,534)                 -
                                         ----------            ----------
Net Income                               $  236,380            $  113,103
                                         ==========            ==========

Basic Income Per Common Share            $      .07            $      .03
                                         ==========            ==========

Weighted Average Common Shares
 Outstanding                              3,377,353             3,258,533
                                         ==========            ==========

Diluted Income Per Common Share          $      .07            $      .03
                                         ==========            ==========

Weighted Average Common Shares
 Outstanding                              3,572,374             3,289,089
                                         ==========            ==========




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 Nine Months Ended September 30, 2004 and 2003
                                (Unaudited)

<TABLE>
<CAPTION>
                                                      September 30,    September 30,
                                                          2004             2003
                                                      -------------    -------------
<S>                                                   <C>              <C>
Cash Flows From Operating Activities:
 Net income                                            $  236,380       $  113,103
 Adjustment to reconcile net income to net
  cash provided by operations:
   Depreciation                                           354,750          385,610
   (Gain) Loss on sale of equipment                          (383)           5,362
   Net change in deferred taxes                            (8,535)            -
   Earned revenue from direct financing lease              (6,513)          (4,728)
   Compensation for options                                 3,900            3,900
   Bad debt expense                                        25,640           14,440
  Changes in assets and liabilities:
   Decrease in accounts receivable                        191,668          626,770
   (Increase)/Decrease in inventories                     (60,700)         449,645
   Decrease in prepaid expenses                            14,767           84,371
   Decrease in accounts payable, accrued payroll
    and payroll taxes                                    (155,171)        (276,017)
   Increase/(Decrease) in income taxes payable            (47,440)          29,573
                                                       ----------       ----------
Total Adjustments                                         311,983        1,318,926
                                                       ----------       ----------
     Net Cash Provided By Operating Activities            548,363        1,432,029

Cash Flows From Investing Activities:
 Proceeds from sale of equipment                            3,000            3,000
 Capital expenditures                                    (125,759)        (168,090)
 Proceeds received from direct financing lease             56,610           41,099
 Purchase of certificates of deposit                     (521,058)        (630,000)
                                                       ----------       ----------
     Net Cash Used For Investing Activities              (587,207)        (753,991)

Cash Flows From Financing Activities:
 Dividends paid                                          (673,388)        (490,778)
 Proceeds from exercise of stock options                  207,528          126,875
                                                       ----------       ----------
     Net Cash Used For Financing Activities:             (465,860)        (363,903)

Net Increase/(Decrease) In Cash and Cash Equivalents     (504,704)         314,135

Cash and Cash Equivalents Beginning of Period           1,414,244        1,094,002
                                                       ----------       ----------
Cash and Cash Equivalents End of Period                $  909,540       $1,408,137
                                                       ==========       ==========
</TABLE>


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 Nine Months Ended September 30, 2004 and 2003
                               (Unaudited)



                                              September 30,    September 30,
                                                  2004             2003
                                              -------------    -------------

Supplemental Disclosures of Cash Flow
Information:
 Cash paid during the period for
  Interest                                       $     -         $    -
  Income tax                                     $  161,229      $    -

Supplemental Disclosures of Non-Cash Items:

  For the nine months ended September 30, 2004 and September 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 compensa-
  tion 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 nine months ended September 30, 2004 and
  September 30, 2003, the Company recognized $3,900 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
                             September 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 consolidated financial statements and notes thereto for Armanino
Foods of Distinction, Inc.  The results of operations for the periods ended
September 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 $84,674 in
excess of federally insured amounts in its bank and brokerage accounts at
September 30, 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 September 30, 2004 and December
31, 2003, the Company has established an allowance for doubtful accounts of
$43,945 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.




                                     7


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

Note 1 - Summary of Significant Accounting Policies (Continued)

     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
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 nine months
ended September 30, 2004 and 2003:
<TABLE>
<CAPTION>
                                  For the Quarters            For the Nine Months
                                 Ended September 30,           Ended September 30,
                                2004             2003         2004           2003
                              ----------     ----------    -----------    -----------
<S>                           <C>            <C>           <C>            <C>
Gross Sales                   $3,705,701     $3,755,532    $11,030,689    $11,292,201
Less   Discounts                 (60,161)       (58,123)      (174,175)      (183,015)
       Slotting                  (21,107)       (32,651)       (63,053)      (153,354)
       Promotional              (375,262)      (347,528)    (1,088,213)    (1,073,476)
                              ----------     ----------    -----------    -----------
Net Sales                     $3,249,171     $3,317,230    $ 9,705,248    $ 9,882,356
                              ----------     ----------    -----------    -----------
</TABLE>

     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.


                                     8

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

Note 1 - Summary of Significant Accounting Policies (Continued)

     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.

     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 Nine Months
                                 Ended September 30,           Ended September 30,
                                2004             2003         2004           2003
                              ----------     ----------    -----------    -----------
<S>                           <C>            <C>           <C>            <C>
Weighted average common
shares outstanding used in
basic earnings per share       3,396,956      3,275,108      3,377,353      3,258,533

Effect of dilutive stock
options                          161,879         55,593        195,021         30,556

Weighted average common
shares and potential
dilutive common shares
outstanding used in dilutive
earnings per share             3,558,835      3,330,701      3,572,374      3,289,089
</TABLE>

     For the nine months ended September 30, 2004 and September 30, 2003, the
Company had 10,000 and 22,000, 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.



                                     9


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

Note 1 - Summary of Significant Accounting Policies (Continued)

     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 nine
months ended September 30, 2004 and September 30, 2003, the Company recognized
$3,900 as compensation expense.

     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 Nine Months
                                               Ended September 30,      Ended September 30,
                                                2004        2003         2004         2003
                                              --------    ---------    ---------    ---------
<S>                                           <C>         <C>          <C>          <C>
Net Income                      As reported   $ 72,982    $ 184,110    $ 236,380    $ 113,103
Add: Stock-based employee
 compensation expense included
 in reported net income, net
 of taxes                                          923          780        2,769        2,340
Deduct: Total stock-based
 employee compensation expense
 determined under fair value
 based method                                   (4,376)     (12,791)     (13,128)     (38,373)
                                              --------    ---------    ---------    ---------
Net Income                      Proforma      $ 69,529    $ 172,099    $ 226,021    $  77,070

Basic earnings per share        As reported   $    .02    $     .06    $     .07    $     .03
                                Proforma      $    .02    $     .05    $     .07    $     .02

Diluted earnings per share      As reported   $    .02    $     .06    $     .07    $     .03
                                Proforma      $    .02    $     .05    $     .06    $     .02
</TABLE>


                                    10


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

Note 1 - Summary of Significant Accounting Policies (Continued)

     Reclassification - The financial statements for the quarter and nine
months ended September 30, 2003 have been reclassified to conform with the
classifications and headings used in the quarter and nine months ended
September 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:

                                September 30, 2004     December 31, 2003
                               ------------------      -----------------

   Raw materials & supplies        $  319,969             $  353,395
   Finished goods                     825,802                731,676
                                   ----------             ----------
                                   $1,145,771             $1,085,071
                                   ==========             ==========

Note 3 - Related Party Transactions

     The Company incurred $13,350 and $12,145 respectively, for the nine
months ended September 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 nine months ended September 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    September 30,    December 31,
                           Life in Years          2004             2003
                          ----------------    -------------    ------------

Office Equipment               3-10            $   205,996     $   188,407
Computer and Software          2-5                 154,413         132,142
Plant Machinery & Equipment    5-20              3,809,007       3,756,438
Vehicles                       7                    23,061          23,061
Leasehold Improvements         3-10              1,829,423       1,802,372
                                               -----------     -----------
                                                 6,021,900       5,902,420
Accumulated Depreciation                        (4,368,583)     (4,017,495)
                                               -----------     -----------
                                               $ 1,653,317     $ 1,884,925
                                               ===========     ===========

                                     11


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

Note 4 - Property and Equipment (Continued)

     During the nine months ended September 30, 2004 and 2003, depreciation
expense amounted to $354,750 and $385,610, respectively.

Note 5 - Stockholders' Equity

     Common Stock:

          During the nine months ended September 30, 2004, the Company issued
25,000 and 59,000 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 September 30, 2004, the Company had 713,900 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.

     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 $333,493.

          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 $170,727.

          On September 16, 2004, the Board of Directors approved a regular
dividend of $0.05 per share on outstanding shares of the Company that was paid
on October 25, 2004 to shareholders of record on October 8, 2004.








                                     12


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

Note 6 - Indefinite life - Intangible assets

     As of September 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.








































                                    13

                        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 September 30, 2004 were $3,249,171
compared to $3,317,230 for the quarter ended September 30, 2003.  For the nine
months ended September 30, 2004 net sales were $9,705,248 compared to
$9,882,356 for the nine months ended September 30, 2003.  The decrease in net
sales for the third quarter was due to slightly lower gross sales and higher
promotional allowances during the period.  The lower overall sales for the
first nine months of 2004 were mostly due to lower pasta sales experienced in
the first six months of 2004.  The decrease in pasta sales during the first
six months was primarily due to a strike at a major supermarket chain in
Southern California as well as the trend towards low carbohydrate diets.

     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 its customers.

     Cost of goods sold as a percentage of sales increased from 67.3% for the
quarter ended September 30, 2003 to 70.6% for the quarter ended September 30,
2004.  Cost of goods sold as a percentage of sales decreased from 71.5% for
the nine months ended September 30, 2003 to 69% for the nine months ended
September 30, 2004.  The increase in cost of goods sold as a percentage of net
sales during the third quarter was primarily due to higher overall
manufacturing cost. Several factors contributed to the higher manufacturing
cost.  Meat prices were raised by a co-packer at the beginning of 2004.
Additionally, higher energy prices and inclement weather that caused increases
in some product ingredient costs resulted in higher packaging and raw material
costs used for the Company's products.  The higher direct material costs were
partially offset by other manufacturing cost reductions and efficiencies in
the production area.  The decrease in overall cost of goods sold as a
percentage of net sales for the nine months ended September 30, 2004 was
primarily due to the impact, in 2003, from write-offs of old discontinued
products and samples.

                                     14


                        PART I - FINANCIAL INFORMATION
              ARMANINO FOODS OF DISTINCTION, INC. AND SUBSIDIARY

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

     Operating expenses as a percentage of net sales were 26.6% for the
quarter ended September 30, 2004 compared to 24.6% for the quarter ended
September 30, 2003.  Operating expenses as a percentage of net sales were
27.9% for the nine months ended September 30, 2004 compared to 27.1% for the
nine months ended September 30, 2003.  The increase in overall operating
expenses, for the quarter and nine months, was primarily the result of the
Company implementing new sales strategies.  Some of the strategies employed
resulted in an increase in the Company's sales staff and is reflected in the
higher cost of salaries and wages for the quarter and nine months ended
September 30, 2004.  Furthermore, the increases in operating expenses were
impacted by higher general, administrative and selling expenses.  These
expenses increased due to higher samples and demonstration expense incurred
during the current quarter and nine months ended September 30, 2004 as
compared to comparable periods in 2003.  These increases were partially offset
by lower outside broker 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 percentage correlation to sales.

     Net income for the quarter ended September 30, 2004 was $72,982 compared
to net income of $184,110 for the quarter ended September 30, 2003.  Net
income for the nine months ended September 30, 2004 was $236,380 compared to
net income of $113,103 for the nine months ended September 30, 2003.  The
lower net income for the quarter was the result of slightly lower net sales,
higher direct material costs, higher salaries and wages and higher selling
expenses.  The higher net income for the nine months was the result of losses
sustained in the first two quarters of 2003.  The prior year losses were the
result of write-offs of old discontinued products and samples.  Additionally,
staff reductions in the second half of 2003 and lower slotting expense in 2004
contributed to a turnaround from a net loss to net income in the first two
quarters of 2004.

Liquidity and Capital Resources

     At September 30, 2004, the Company had working capital of $4,551,362 an
increase of $160,169 from December 31, 2003.  The increase in working capital
is primarily attributable to net income from continuing operations.  Current
assets included $3,953,322 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 nine months ended September 30, 2004, cash provided by
operating activities of the Company amounted to $548,363; primarily the result
of net income and non-cash depreciation.

     During the nine months ended September 30, 2004, cash used for investing
activities of the Company amounted to $587,207.  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.

                                     15


                        PART I - FINANCIAL INFORMATION
              ARMANINO FOODS OF DISTINCTION, INC. AND SUBSIDIARY

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

     During the nine months ended September 30, 2004, cash used for financing
activities of the Company amounted to $465,860.  This was primarily due to
dividends paid during the nine 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 September 30, 2004, the Company paid a dividend in the
amount of $171,429 that was declared during the third quarter of 2004.

     The Company presently has no commitments for material capital
expenditures.

ITEM 3:  CONTROLS AND PROCEDURES

     As of September 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 September 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.




























                                     16


                                   PART II
                              OTHER INFORMATION

II.  Other Information

Item 1.  Legal proceedings

         None

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds

         None

Item 3.  Defaults Upon Senior Securities

         None

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

         None

Item 5.  Other Information

         None

Item 6.  Exhibits

         (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 Principal  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 Principal  Filed herewith electronically
                 Financial Officer Pursuant
                 to 18 U.S.C. Section 1350











                                     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.



Dated: November 12, 2004         By: /s/ William J. Armanino
                                     William J. Armanino
                                     President
                                     Chief Executive Officer

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





































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