FORM 10-K/A    AMENDMENT No. 1

x        ANNUAL    REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Fiscal Year Ended October 31, 2004

 OR

o         TRANSITION    REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission    File No. 0-21084

CHAMPION    INDUSTRIES, INC.

(Exact    name of registrant as specified in its charter)
|   |   |   | West Virginia                                                         |   | 55-0717455                           |
|--------|--------|--------|-----------------------------------------------------------------------|--------|--------------------------------------|
|   |   |   |                                                                       |   |                                      |
|   |   |   | (State or other jurisdiction of incorporation        or organization) |   | (I.R.S. Employer Identification No.) |
|   |   |   |                                                                  |   |                                 |
|   |   |   | 2450 First Avenue                                                     |   |                                 |
|   |   |   | P.O. Box 2968                                                         |   |                                 |
|   |   |   | Huntington, West Virginia                                             |   | 25728                                |
|   |   |   |                                                                       |   |                                      |
|   |   |   | (Address of Principal Executive Offices)                              |   | (Zip Code)                           |

Registrant's telephone number, including area code:     (304) 528‐2700

Securities registered pursuant to Section 12(b) of Act:    None

Securities registered pursuant to Section 12(g) of Act:    Common Stock, $1.00 par value

Indicate by check mark whether the registrant (1) has filed    all reports required to be filed by Section 13 or 15(d) of the Securities    Exchange Act of 1934 during the preceding 12 months (or 

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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    o                  No   x |
|--------|-------------------------------------------------------------------------------------------------------------|

Indicate by check mark if the disclosure of delinquent    filers pursuant to Item 405 of Regulation S-K is not contained herein and    will not 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-K or any amendment to this Form 10-K.        
|   | o   |
|--------|---------------|

Indicate by check mark whether the registrant is an accelerated    filer (as defined in Rule 12b-2 of the Act).
|   | Yes    o                  No   x |
|--------|-------------------------------------------------------------------------------------------------------------|

The aggregate    market value of the voting stock of the registrant held by non‐affiliates    as of January 7, 2005, was $16,879,748 of Common Stock, $1.00 par value. The    outstanding common stock of the Registrant at the close of business on January    7, 2005 consisted of 9,733,913 shares of Common Stock,  $1.00 par value.

Total number of pages including cover page 6.

DOCUMENTS INCORPORATED BY REFERENCE: Portions of the registration    statement on Form S‐2/A No. 333‐47585, filed on March 16, 1998,    are incorporated by reference into Part IV, Item 15.  Portions of the    Registrant’s definitive proxy statement dated February 18, 2005 with    respect to its Annual Meeting of Shareholders to be held on March 21, 2005    are incorporated by reference into Part III, Items 10-13.  Exhibit Index    located in Part IV Item 15.

**Explanatory Note**

Champion Industries, Inc. hereby amends its Form 10-K    for the year ended October 31, 2004, filed on January 31, 2005,    by amending Part II, Item 7, to reflect in Item 7 the information    with respect to the number of ungranted stock options under the Company's    2003 stock option plan. The amount of ungranted options is 475,000 shares    as of October 31, 2004.

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**PART    II**

**ITEM    7 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS    OF OPERATIONS.**

###### **NEWLY ISSUED    ACCOUNTING STANDARDS**

                   In December 2004, the FASB issued SFAS No. 123R (revised 2004), *Share-Based    Payment*. This statement revises SFAS No. 123, *Accounting for Stock-Based    Compensation*, and requires companies to expense the value of employee    stock options and similar awards. The effective date of this standard is interim    and annual periods beginning after June 15, 2005. 

               Historically, the Company has elected to follow the intrinsic value method    in accounting for its employee stock options. Accordingly, because the exercise    price of the Company’s employee stock options equals the market price    of the underlying stock on the date of grant, no compensation expense is recognized.

               Upon the adoption of SFAS No. 123R the Company will be required to expense    stock options in its Statement of Operations when they are granted. For the    years ended October 31, 2004, 2003 and 2002, total stock-based employee compensation    expense, net of related tax effects determined under this new standard would    have been $109,962, $62,250 and $38,704. With the adoption of its 2003 Stock    Option Plan, the Company has approximately 475,000 ungranted stock options.    The Company will incur expense immediately upon the granting of these stock    options in future years upon the effective date of this standard.

 

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3.     EXHIBITS 
|       |   |                                                                                                                                                                                                         |   |                                             |   |                 |
|------------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|--------------------------------------------------|--------|----------------------|
| **Number** |   | **Description**                                                                                                                                                                                              |   | **Reference**                                    |   |                 |
|            |   |                                                                                                                                                                                                              |   |                                                  |   |                 |
| (31.1)     |   | Principal          Executive Officer Certification Pursuant to Section 302 of the Sarbanes-Oxley          act of 2002 - Marshall T. Reynolds                                                                 |   | Exhibit 31.1       |   | Page Exhibit 31.1-p1 |
|       |   |                                                                                                                                                                                                         |   |                                             |   |                 |
| (31.2)     |   | Principal          Financial Officer Certification Pursuant to Section 302 of the Sarbanes-Oxley          act of 2002 – Todd R. Fry                                                                    |   | Exhibit 31.2                                     |   | Page Exhibit 31.2-p1 |
|       |   |                                                                                                                                                                                                         |   |                                             |   |                 |
| (31.3)     |   | Principal          Operating Officer Certification Pursuant to Section 302 of the Sarbanes-Oxley          act of 2002 – Toney K. Adkins                                                                |   | Exhibit 31.3                                     |   | Page Exhibit 31.3-p1 |
|       |   |                                                                                                                                                                                                         |   |                                             |   |                 |
| (32)       |   | Marshall T. Reynolds,            Todd R. Fry and Toney K. Adkins Certification Pursuant to 18 U.S.C.            Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley            act of 2002 |   | Exhibit 32                        |   | Page Exhibit 32-p1   |

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**SIGNATURES**

           Pursuant      to the requirements of Section 13 or 15(d) of the Securities Exchange Act      of 1934, the registrant has duly caused this report to be signed on its      behalf by the undersigned, thereunto duly authorized.

          

| **Champion Industries,            Inc.**                                                                                                                                                                                                                                                                                                           |
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  

                                                                                                                                                                                                                                                                                                                                      |
| By              /s/ Marshall T. Reynolds                                                                                                             |
| Marshall              T. Reynolds                                                                                                                                                                                                                                                                                                                  |
| Chief              Executive Officer                                                                                                                                                                                                                                                                                                               |
|  

                                                                                                                                                                                                                                                                                                                                      |
| By            /s/ Toney K. Adkins                                                                       |
| Toney            K. Adkins                                                                                                                                                                                                                                                                                                                         |
| President              and Chief Operating Officer                                                                                                                                                                                                                                                                                                 |
|  

                                                                                                                                                                                                                                                                                                                                      |
| By              /s/ Todd R. Fry                                                     |
| Todd              R. Fry                                                                                                                                                                                                                                                                                                                           |
| Vice              President and Chief Financial Officer                                                                                                                                                                                                                                                                                            |
|  

                                                                                                                                                                                                                                                                                                                                      |
| Date:             February 2, 2005                                                                                                                                                                                                                                                                                                            |

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               Pursuant to the requirements of the Securities Exchange Act of 1934, this      report has been signed below by the following persons on behalf of the registrant      and in the capacities indicated and on the dates indicated.
| SIGNATURE            AND TITLE                                                                                                                                                                                                                                                                               |   | DATE                      |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|---------------------------|
|                                                                                                                                                                                                                                                                                                         |   |                      |
|                                                    |   | February          2, 2005 |
| Lou            J. Akers, Director                                                                                                                                                                                                                                                                            |   |                      |
|                                                                                                                                                                                                                                                                                                         |   |                      |
| /s/            Philip E. Cline                                                                                                                                   |   | February          2, 2005 |
| Philip            E. Cline, Director                                                                                                                                                                                                                                                                         |   |                      |
|                                                                                                                                                                                                                                                                                                         |   |                      |
| /s/            Harley F. Mooney, Jr.                                                                                                                                                                          |   | February          2, 2005 |
| Harley            F. Mooney, Jr., Director                                                                                                                                                                                                                                                                   |   |                      |
|                                                                                                                                                                                                                                                                                                         |   |                      |
| /a/          A. Michael Perry                                                                                                                                         |   | February          2, 2005 |
| A.            Michael Perry, Director                                                                                                                                                                                                                                                                        |   |                      |
|                                                                                                                                                                                                                                                                                                         |   |                      |
| /s/            Marshall T. Reynolds                                                                                                                                                                      |   | February          2, 2005 |
| Marshall            T. Reynolds, Director                                                                                                                                                                                                                                                                    |   |                      |
|                                                                                                                                                                                                                                                                                                         |   |                      |
| /s/            Neal W. Scaggs                                                                                                                                         |   | February          2, 2005 |
| Neal            W. Scaggs, Director                                                                                                                                                                                                                                                                          |   |                      |
|                                                                                                                                                                                                                                                                                                         |   |                      |
| /s/            Glenn W. Wilcox, Sr.                                                                                                                                                                      |   | February          2, 2005 |
| Glenn            W. Wilcox, Sr., Director                                                                                                                                                                                                                                                                    |   |                      |

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