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                                                                    Exhibit 31.1

                                  CERTIFICATION

I, Andrew Gordon, certify that:

         1.       I have reviewed this Amendment No. 1 to the annual report on
                  Form 10-KSB/A of Coffee Holding Co., Inc.;

         2.       Based on my knowledge, this report does not contain any untrue
                  statement of a material fact or omit to state a material fact
                  necessary to make the statements made, in light of the
                  circumstances under which such statements were made, not
                  misleading with respect to the period covered by this report;

         3.       The small business issuer's other certifying officer(s) and I
                  are responsible for establishing and maintaining disclosure
                  controls and procedures (as defined in Exchange Act Rules
                  13a-15(e) and 15d-15(e)) for the small business issuer and
                  have:

                  (a) designed such disclosure controls and procedures, or
                  caused such disclosure controls and procedures to be designed
                  under our supervision, to ensure that material information
                  relating to the small business issuer, including its
                  consolidated subsidiaries, is made known to us by others
                  within those entities, particularly during the period in which
                  this report is being prepared;

                  (b) Evaluated the effectiveness of the small business issuer's
                  disclosure controls and procedures and presented in this
                  report our conclusions about the effectiveness of the
                  disclosure controls and procedures, as of the end of the
                  period covered by this report based on such evaluation; and

                  (c) Disclosed in this report any change in the small business
                  issuer's internal control over financial reporting that
                  occurred during the small business issuer's most recent fiscal
                  quarter that has materially affected, or is reasonably likely
                  to materially affect, the small business issuer's internal
                  control over financial reporting; and

         4.       The small business issuer's other certifying officer(s) and I
                  have disclosed, based on our most recent evaluation of
                  internal control over financial reporting, to the small
                  business issuer's auditors and the audit committee of the
                  small business issuer's board of directors (or persons
                  performing the equivalent functions):

                  (a) All significant deficiencies and material weaknesses in
                  the design or operation of internal control over financial
                  reporting which are reasonably likely to adversely affect the
                  small business issuer's ability to record, process, summarize
                  and report financial information; and

                  (b) Any fraud, whether or not material, that involves
                  management or other employees who have a significant role in
                  the small business issuer's internal control over financial
                  reporting.

Date:  August 26, 2004         /s/ Andrew Gordon
                               -------------------------------------------------
                                   Andrew Gordon
                                   Chief Executive Officer, President, Treasurer
                                    and Director (principal executive officer)

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                                  CERTIFICATION

I, Richard E. Pino, certify that:

         1.       I have reviewed this Amendment No. 1 to the annual report on
                  Form 10-KSB/A of Coffee Holding Co., Inc.;

         2.       Based on my knowledge, this report does not contain any untrue
                  statement of a material fact or omit to state a material fact
                  necessary to make the statements made, in light of the
                  circumstances under which such statements were made, not
                  misleading with respect to the period covered by this report;

         3.       The small business issuer's other certifying officer(s) and I
                  are responsible for establishing and maintaining disclosure
                  controls and procedures (as defined in Exchange Act Rules
                  13a-15(e) and 15d-15(e)) for the small business issuer and
                  have:

                  (a) designed such disclosure controls and procedures, or
                  caused such disclosure controls and procedures to be designed
                  under our supervision, to ensure that material information
                  relating to the small business issuer, including its
                  consolidated subsidiaries, is made known to us by others
                  within those entities, particularly during the period in which
                  this report is being prepared;

                  (b) Evaluated the effectiveness of the small business issuer's
                  disclosure controls and procedures and presented in this
                  report our conclusions about the effectiveness of the
                  disclosure controls and procedures, as of the end of the
                  period covered by this report based on such evaluation; and

                  (c) Disclosed in this report any change in the small business
                  issuer's internal control over financial reporting that
                  occurred during the small business issuer's most recent fiscal
                  quarter that has materially affected, or is reasonably likely
                  to materially affect, the small business issuer's internal
                  control over financial reporting; and

         4.       The small business issuer's other certifying officer(s) and I
                  have disclosed, based on our most recent evaluation of
                  internal control over financial reporting, to the small
                  business issuer's auditors and the audit committee of the
                  small business issuer's board of directors (or persons
                  performing the equivalent functions):

                  (a) All significant deficiencies and material weaknesses in
                  the design or operation of internal control over financial
                  reporting which are reasonably likely to adversely affect the
                  small business issuer's ability to record, process, summarize
                  and report financial information; and

                  (b) Any fraud, whether or not material, that involves
                  management or other employees who have a significant role in
                  the small business issuer's internal control over financial
                  reporting.

Date:  August 26, 2004          /s/ Richard E. Pino
                                ------------------------------------------------
                                         Richard E. Pino
                                         Chief Financial Officer (principal
                                         financial and accounting officer)