UNITED STATES SECURITIES AND EXCHANGE COMMISSIONWashington, DC 20549-1004

**Form 10-KSB/A**

|        | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934      |
|--------|-------------------------------------------------------------------------------------------|
|   |                                                                                      |
|   | For the fiscal year ended October 31, 2004                                                |
|   |                                                                                      |
|        | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
|   |                                                                                      |
|   | For the transition period from    ____________ to _______________.                        |

Commission file No. 333-00588-NY

|   | **COFFEE HOLDING CO., INC.**                         |   |
|--------|------------------------------------------------------|--------|
|   |                                                      |   |
|   | (Exact name of small business issuer in its charter) |   |

|   |                                                              |   |                                 |   |
|--------|-------------------------------------------------------------------|--------|--------------------------------------|--------|
|   | **Nevada**                                                        |   | **11-2238111**                       |   |
|   |                                                                   |   |                                      |   |
|   | (State or other jurisdiction of    incorporation or organization) |   | (I.R.S. Employer Identification No.) |   |
|   |                                                              |   |                                 |   |
|   | **4401 First Avenue, Brooklyn,      New York**                    |   | **11232-0005**                       |   |
|   |                                                                   |   |                                      |   |
|   | (Address of principal executive    offices)                       |   | (Zip Code)                           |   |

Issuer’s telephone number:   **(718) 832-0800**

Securities registered under Section 12(b) of the Exchange Act:

|   | **None**         |   |
|--------|------------------|--------|
|   |                  |   |
|   | (Title of Class) |   |

Securities registered under Section 12(g) of the Exchange Act:

|   | **None**         |   |
|--------|------------------|--------|
|   |                  |   |
|   | (Title of Class) |   |

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  No 

Check if there is no disclosure of    delinquent filers in response to Item 405 of Regulation S-B contained herein,    and no disclosure will be contained, to the best of registrant’s knowledge,    in definitive proxy or information statements incorporated by reference in    Part III of this Form 10-KSB or any amendment to this Form 10-KSB. 

The issuer’s revenues for the year ended October 31, 2004 were $28,030,389.

The aggregate market value of the voting common equity held by non-affiliates of the registrant cannot be determined as the common stock is not quoted or listed on any quotation system or market.

As of December 31, 2004, the registrant had 3,999,650 shares of common stock, par value $.001 per share, outstanding.  

Transitional Small Business Disclosure Format: Yes  No 

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**EXPLANATORY NOTE**

This Amendment No. 1 to our Annual      Report on Form 10-KSB/A for the fiscal year ended October 31, 2004, as      originally filed on February 10, 2005, is being filed solely to replace      Item 8A “Controls and Procedures.”

Except as described above, no other      changes have been made to the Annual Report on Form 10-KSB. This Amendment      does not otherwise attempt to update the information set forth in the original      filing of the Annual Report on Form 10-KSB.

| **ITEM 8A.** | **CONTROLS AND PROCEDURES** |
|--------------|-----------------------------|

Management, including the Company’s      President, Treasurer and Chief Executive Officer (who is the Company’s      principal executive officer and principal accounting officer), has evaluated      the effectiveness of the Company’s disclosure controls and procedures      (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of the end      of the period covered by this report. Based upon that evaluation, the Company’s      President, Chief Executive Officer and Treasurer concluded that the disclosure      controls and procedures were effective to ensure that information required      to be disclosed in the reports the Company files and submits under the      Exchange Act is (i) recorded, processed, summarized and reported as and      when required and (ii) accumulated and communicated to the Company’s      management, including its principal executive officer and principal financial      officer, as appropriate to allow timely discussions regarding disclosure.

There have been no changes in the      Company’s internal control over financial reporting identified in      connection with the evaluation that occurred during the Company’s      last fiscal quarter that has materially affected, or that is reasonably      likely to materially affect, the Company’s internal control over financial      reporting.

| **ITEM 13.** | **EXHIBITS** |
|--------------|--------------|

The following exhibits are filed      with this report:

|   | Exhibit No. |   | Description                             |
|--------|------------------|--------|-----------------------------------------|
|   | 31.1             |   | Rule 13a-14(a)/15d-14(a) Certification. |
|   | 32.1             |   | Section 1350 Certification.             |
|   |             |   |                                    |

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**SIGNATURES**

In accordance with Section 13 or      15(d) of the Securities Exchange Act of 1934, the Registrant caused this      report to be signed on its behalf by the undersigned, hereunto duly authorized.

|   |   | COFFEE HOLDING CO., INC. |
|--------|--------|--------------------------|
|   |   |                     |   |
|   |   | By:                      | /s/ Andrew Gordon |
|   |   |                     |  |
|   |   |                     | Andrew Gordon |

     In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

| **Signature**                     |   | **Title**                                                                                                                               |
|-----------------------------------|--------|-----------------------------------------------------------------------------------------------------------------------------------------|
|                                   |   |                                                                                                                                         |
| /s/ Andrew Gordon                 |   | Chief Executive Officer, President, Treasurer and Director (principal executive officer and principal financial and accounting officer) |
|                                   |   |
| Andrew GordonDate: April 6, 2005  |   |
|                              |   |                                                                                                                                    |
| /s/ David Gordon                  |   | Executive Vice President – Operations, Secretary and Director                                                                      |
|                                   |   |
| David GordonDate: April 6, 2005   |   |
|                              |   |                                                                                                                                    |
| /s/ Gerard DeCapua                |   | Director                                                                                                                                |
|                                   |   |
| Gerard DeCapuaDate: April 6, 2005 |   |
|                              |   |                                                                                                                                    |
|                              |   | Director                                                                                                                                |
|                                   |   |
| Dan Dwyer  Date:                  |   |
|                              |   |                                                                                                                                    |

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