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SECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549

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FORM 10-Q

ý
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.For the quarterly period ended December 18, 2002ORo
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.


For the transition period from            to

Commission
File Number0-21203

DIEDRICH COFFEE, INC.(Exact Name of Registrant as Specified in Its Charter)

|DELAWARE(State or Other Jurisdiction of Incorporation or Organization) | 33-0086628(IRS Employer Identification No.)
|---------------------------------------------------------------------- | -------------------------------------------

2144 MICHELSON DRIVE
IRVINE, CALIFORNIA 92612(Address of Principal Executive Offices, Including Zip Code)

(949) 260-1600(Registrant's Telephone Number, Including Area Code)

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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 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 ý    NO o

Indicate
by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange
Act).    YES o    NO ý

As
of January 29, 2003, there were 5,161,265 shares of common stock of the registrant outstanding.

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DIEDRICH COFFEE, INC.
INDEX

|                             |                                                                                       |  | Page Number
|---------------------------- | ------------------------------------------------------------------------------------- |  | -----------
|PART IFINANCIAL INFORMATION |                                                                                       | 
|Item 1.                      | Financial Statements                                                                  |  |            
|                             | Condensed Consolidated Balance Sheets (Unaudited)                                     |  | 1          
|                             | Condensed Consolidated Statements of Operations (Unaudited)                           |  | 2          
|                             | Condensed Consolidated Statements of Cash Flows (Unaudited)                           |  | 3          
|                             | Notes to Condensed Consolidated Financial Statements (Unaudited)                      |  | 4          
|Item 2.                      | Management's Discussion and Analysis of Financial Condition and Results of Operations |  | 9          
|Item 3.                      | Quantitative and Qualitative Disclosures About Market Risk                            |  | 20         
|Item 4.                      | Controls and Procedures                                                               |  | 21         
|PART IIOTHER INFORMATION    |                                                                                       | 
|Item 1.                      | Legal Proceedings                                                                     |  | 21         
|Item 4.                      | Submission of Matters to a Vote of Security Holders                                   |  | 21         
|Item 5.                      | Other Information                                                                     |  | 22         
|Item 6.                      | Exhibits and Reports on Form 8-K                                                      |  | 22         
|                             | Signatures and Certifications                                                         |  | 26         

i

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PART IFINANCIAL INFORMATION

Item 1. Financial Statements.

DIEDRICH COFFEE, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)

|                                                                                                                                          |                                                                                                                             | December 18,
2002 |             | July 3,
2002 |  
|----------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------- | ----------------- | ----------- | ------------ | -
|Assets                                                                                                                                    |                                                                                                                             |                   |             |              |  
|Current assets:                                                                                                                           |                                                                                                                             |                   |             |              |  
|                                                                                                                                          | Cash                                                                                                                        |                   | $           | 2,111,000    |  
|                                                                                                                                          | Accounts receivable, less allowance for doubtful accounts of $1,347,000 at December 18, 2002 and $1,364,000 at July 3, 2002 |                   |             | 3,671,000    |  
|                                                                                                                                          | Inventories                                                                                                                 |                   |             | 2,814,000    |  
|                                                                                                                                          | Assets held for sale                                                                                                        |                   |             | 46,000       |  
|                                                                                                                                          | Current portion of notes receivable                                                                                         |                   |             | 51,000       |  
|                                                                                                                                          | Prepaid expenses                                                                                                            |                   |             | 584,000      |  
|                                                                                                                                          |                                                                                                                             |                   |             |              |  
|Total current assets                                                                                                                      |                                                                                                                             |                   | 9,277,000   |              |  
|Property and equipment, net                                                                                                               |                                                                                                                             |                   | 6,718,000   |              |  
|Costs in excess of net assets acquired, net of amortization of $1,413,000 at December 18, 2002 and July 3, 2002                           |                                                                                                                             |                   | 12,090,000  |              |  
|Notes receivable                                                                                                                          |                                                                                                                             |                   | 214,000     |              |  
|Other assets                                                                                                                              |                                                                                                                             |                   | 494,000     |              |  
|                                                                                                                                          |                                                                                                                             |                   |             |              |  
|Total assets                                                                                                                              |                                                                                                                             | $                 | 28,793,000  |              | $
|                                                                                                                                          |                                                                                                                             |                   |             |              |  
|Liabilities and Stockholders' Equity                                                                                                      |                                                                                                                             |                   |             |              |  
|Current liabilities:                                                                                                                      |                                                                                                                             |                   |             |              |  
|                                                                                                                                          | Current installments of obligations under capital leases                                                                    |                   | $           | 171,000      |  
|                                                                                                                                          | Current installments of long-term debt                                                                                      |                   |             | 1,200,000    |  
|                                                                                                                                          | Accounts payable                                                                                                            |                   |             | 2,551,000    |  
|                                                                                                                                          | Accrued compensation                                                                                                        |                   |             | 1,297,000    |  
|                                                                                                                                          | Accrued expenses                                                                                                            |                   |             | 797,000      |  
|                                                                                                                                          | Franchise deposits                                                                                                          |                   |             | 639,000      |  
|                                                                                                                                          | Deferred franchise fee income                                                                                               |                   |             | 577,000      |  
|                                                                                                                                          | Provision for store closure                                                                                                 |                   |             | 447,000      |  
|                                                                                                                                          |                                                                                                                             |                   |             |              |  
|Total current liabilities                                                                                                                 |                                                                                                                             |                   | 7,679,000   |              |  
|Obligations under capital leases, excluding current installments                                                                          |                                                                                                                             |                   | 649,000     |              |  
|Long term debt, excluding current installments                                                                                            |                                                                                                                             |                   | 1,500,000   |              |  
|Deferred rent                                                                                                                             |                                                                                                                             |                   | 519,000     |              |  
|                                                                                                                                          |                                                                                                                             |                   |             |              |  
|Total liabilities                                                                                                                         |                                                                                                                             |                   | 10,347,000  |              |  
|                                                                                                                                          |                                                                                                                             |                   |             |              |  
|Stockholders' equity:                                                                                                                     |                                                                                                                             |                   |             |              |  
|Common stock, $0.01 par value; authorized 8,750,000 shares; issued and outstanding 5,161,000 shares at December 18, 2002 and July 3, 2002 |                                                                                                                             |                   | 52,000      |              |  
|Additional paid-in capital                                                                                                                |                                                                                                                             |                   | 57,968,000  |              |  
|Accumulated deficit                                                                                                                       |                                                                                                                             |                   | (39,574,000 | )            |  
|                                                                                                                                          |                                                                                                                             |                   |             |              |  
|                                                                                                                                          | Total stockholders' equity                                                                                                  |                   |             | 18,446,000   |  
|                                                                                                                                          | Commitments and contingencies (note 3)                                                                                      |                   |             |              |  
|                                                                                                                                          | Subsequent event (note 8)                                                                                                   |                   |             |              |  
|                                                                                                                                          |                                                                                                                             |                   |             |              |  
|Total liabilities and stockholders' equity                                                                                                |                                                                                                                             | $                 | 28,793,000  |              | $
|                                                                                                                                          |                                                                                                                             |                   |             |              |  

See accompanying notes to condensed consolidated financial statements.

1

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DIEDRICH COFFEE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)

|                                                 |                                           | Twelve Weeks
Ended December 18, 2002 |         | Twelve Weeks
Ended December 12, 2001 |            | Twenty-Four Weeks
Ended December 18, 2002 |           | Twenty-Four Weeks
Ended December 12, 2001 |         
|------------------------------------------------ | ----------------------------------------- | ------------------------------------ | ------- | ------------------------------------ | ---------- | ----------------------------------------- | --------- | ----------------------------------------- | --------
|Net Revenue:                                     |                                           |                                      |         |                                      |            |                                           |           |                                           |         
|                                                 | Retail sales                              |                                      | $       | 8,329,000                            |            | $                                         | 8,751,000 |                                           | $       
|                                                 | Wholesale and other                       |                                      |         | 5,163,000                            |            |                                           | 5,471,000 |                                           |         
|                                                 | Franchise revenue                         |                                      |         | 1,476,000                            |            |                                           | 1,770,000 |                                           |         
|                                                 |                                           |                                      |         |                                      |            |                                           |           |                                           |         
|                                                 |                                           | Total revenue                        |         |                                      | 14,968,000 |                                           |           | 15,992,000                                |         
|                                                 |                                           |                                      |         |                                      |            |                                           |           |                                           |         
|Costs and Expenses:                              |                                           |                                      |         |                                      |            |                                           |           |                                           |         
|                                                 | Cost of sales and related occupancy costs |                                      |         | 7,288,000                            |            |                                           | 8,115,000 |                                           |         
|                                                 | Operating expenses                        |                                      |         | 4,166,000                            |            |                                           | 3,685,000 |                                           |         
|                                                 | Depreciation and amortization             |                                      |         | 461,000                              |            |                                           | 539,000   |                                           |         
|                                                 | General and administrative expenses       |                                      |         | 2,134,000                            |            |                                           | 2,260,000 |                                           |         
|                                                 | Provision for asset impairment            |                                      |         | 106,000                              |            |                                           | 22,000    |                                           |         
|                                                 | (Gain) loss on asset disposals            |                                      |         | 18,000                               |            |                                           | (99,000   | )                                         |         
|                                                 |                                           |                                      |         |                                      |            |                                           |           |                                           |         
|                                                 |                                           | Total costs and expenses             |         |                                      | 14,173,000 |                                           |           | 14,522,000                                |         
|                                                 |                                           |                                      |         |                                      |            |                                           |           |                                           |         
|Operating income                                 |                                           |                                      | 795,000 |                                      |            | 1,470,000                                 |           |                                           | 880,000 
|Interest expense                                 |                                           |                                      | (70,000 | )                                    |            | (132,000                                  | )         |                                           | (163,000
|Interest and other income, net                   |                                           |                                      | 13,000  |                                      |            | 14,000                                    |           |                                           | 24,000  
|                                                 |                                           |                                      |         |                                      |            |                                           |           |                                           |         
|Income before income tax provision               |                                           |                                      | 738,000 |                                      |            | 1,352,000                                 |           |                                           | 741,000 
|Income tax provision                             |                                           |                                      | 26,000  |                                      |            | 17,000                                    |           |                                           | 39,000  
|                                                 |                                           |                                      |         |                                      |            |                                           |           |                                           |         
|Net income                                       |                                           | $                                    | 712,000 |                                      | $          | 1,335,000                                 |           | $                                         | 702,000 
|                                                 |                                           |                                      |         |                                      |            |                                           |           |                                           |         
|Net income per sharebasic and diluted           |                                           | $                                    | 0.14    |                                      | $          | 0.26                                      |           | $                                         | 0.14    
|                                                 |                                           |                                      |         |                                      |            |                                           |           |                                           |         
|Number of shares used in per share computations: |                                           |                                      |         |                                      |            |                                           |           |                                           |         
|                                                 | Basic                                     |                                      |         | 5,161,000                            |            |                                           | 5,161,000 |                                           |         
|                                                 |                                           |                                      |         |                                      |            |                                           |           |                                           |         
|                                                 | Diluted                                   |                                      |         | 5,255,000                            |            |                                           | 5,161,000 |                                           |         
|                                                 |                                           |                                      |         |                                      |            |                                           |           |                                           |         

See accompanying notes to condensed consolidated financial statements.

2

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DIEDRICH COFFEE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)

|                                                    |                                                                                         | Twenty-Four Weeks Ended
December 18, 2002         |           | Twenty-Four Weeks Ended
December 12, 2001 |           
|--------------------------------------------------- | --------------------------------------------------------------------------------------- | ------------------------------------------------- | --------- | ----------------------------------------- | ----------
|Cash flows from operating activities:               |                                                                                         |                                                   |           |                                           |           
|                                                    | Net income                                                                              |                                                   | $         | 702,000                                   |           
|                                                    | Adjustments to reconcile net income to cash provided by (used in) operating activities: |                                                   |           |                                           |           
|                                                    |                                                                                         | Depreciation and amortization                     |           |                                           | 906,000   
|                                                    |                                                                                         | Amortization of loan fees                         |           |                                           | 45,000    
|                                                    |                                                                                         | Provision for bad debt                            |           |                                           | 48,000    
|                                                    |                                                                                         | Provision for asset impairment                    |           |                                           | 106,000   
|                                                    |                                                                                         | Provision for store closure                       |           |                                           | 20,000    
|                                                    |                                                                                         | Gain on disposal of assets                        |           |                                           | (2,000    
|                                                    |                                                                                         | Changes in operating assets and liabilities:      |           |                                           |           
|                                                    |                                                                                         | Accounts receivable                               |           |                                           | (1,488,000
|                                                    |                                                                                         | Inventories                                       |           |                                           | (216,000  
|                                                    |                                                                                         | Prepaid expenses                                  |           |                                           | 97,000    
|                                                    |                                                                                         | Other assets                                      |           |                                           | (135,000  
|                                                    |                                                                                         | Accounts payable                                  |           |                                           | 461,000   
|                                                    |                                                                                         | Accrued compensation                              |           |                                           | (13,000   
|                                                    |                                                                                         | Accrued expenses                                  |           |                                           | 102,000   
|                                                    |                                                                                         | Provision for store closure                       |           |                                           | (154,000  
|                                                    |                                                                                         | Deferred franchise income and franchisee deposits |           |                                           | 69,000    
|                                                    |                                                                                         | Deferred rent                                     |           |                                           | (4,000    
|                                                    |                                                                                         |                                                   |           |                                           |           
|Net cash provided by (used in) operating activities |                                                                                         |                                                   | 544,000   |                                           |           
|                                                    |                                                                                         |                                                   |           |                                           |           
|Cash flows from investing activities:               |                                                                                         |                                                   |           |                                           |           
|                                                    |                                                                                         | Capital expenditures for property and equipment   |           |                                           | (343,000  
|                                                    |                                                                                         | Proceeds from disposal of property and equipment  |           |                                           | 275,000   
|                                                    |                                                                                         | Payments received on notes receivable             |           |                                           | 23,000    
|                                                    |                                                                                         |                                                   |           |                                           |           
|Net cash provided by (used in) investing activities |                                                                                         |                                                   | (45,000   | )                                         |           
|                                                    |                                                                                         |                                                   |           |                                           |           
|Cash flows from financing activities:               |                                                                                         |                                                   |           |                                           |           
|                                                    |                                                                                         | Stock issuance costs                              |           |                                           |          
|                                                    |                                                                                         | Payments on long-term debt                        |           |                                           | (526,000  
|                                                    |                                                                                         | Payments on capital lease obligations             |           |                                           | (95,000   
|                                                    |                                                                                         |                                                   |           |                                           |           
|Net cash used in financing activities               |                                                                                         |                                                   | (621,000  | )                                         |           
|                                                    |                                                                                         |                                                   |           |                                           |           
|Net decrease in cash                                |                                                                                         |                                                   | (122,000  | )                                         |           
|Cash at beginning of period                         |                                                                                         |                                                   | 2,233,000 |                                           |           
|                                                    |                                                                                         |                                                   |           |                                           |           
|Cash at end of period                               |                                                                                         | $                                                 | 2,111,000 |                                           | $         
|                                                    |                                                                                         |                                                   |           |                                           |           
|Supplemental disclosure of cash flow information:   |                                                                                         |                                                   |           |                                           |           
|                                                    | Cash paid during the period for:                                                        |                                                   |           |                                           |           
|                                                    |                                                                                         | Interest                                          |           | $                                         | 108,000   
|                                                    |                                                                                         |                                                   |           |                                           |           
|                                                    |                                                                                         | Income taxes                                      |           | $                                         | 41,000    
|                                                    |                                                                                         |                                                   |           |                                           |           
|Non-cash transactions                               |                                                                                         |                                                   |           |                                           |           
|                                                    | Issuance of notes receivable                                                            |                                                   | $         |                                          |           
|                                                    |                                                                                         |                                                   |           |                                           |           
|                                                    | Asset purchased under capital lease                                                     |                                                   | $         |                                          |           
|                                                    |                                                                                         |                                                   |           |                                           |           

See accompanying notes to consolidated financial statements.

3

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DIEDRICH COFFEE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 18, 2002
(UNAUDITED)



The unaudited condensed consolidated financial statements of Diedrich Coffee, Inc. and its subsidiaries (the "Company") have been prepared in accordance
with generally accepted accounting principles, as well as the instructions to Form 10-Q and Article 10 of Regulation S-X. These statements should be read
in conjunction with the consolidated financial statements and the notes thereto included in the Company's Annual Report on Form 10-K for the year ended July 3, 2002.

In
the opinion of management, all adjustments (consisting of normal, recurring adjustments and accruals) considered necessary for a fair presentation have been included. Operating
results for interim periods are not necessarily indicative of the results expected for a full year.



Certain reclassifications have been made to the December 12, 2001 consolidated financial statements to conform to the December 18, 2002
presentation.

Inventories
consist of the following:

December 18, 2002

July 3, 2002Unroasted coffee

$
875,000

$
942,000Roasted coffee


741,000


563,000Accessory and specialty items


306,000


237,000Other food, beverage and supplies


892,000


856,000$
2,814,000

$
2,598,000


Long-term
debt consists of the following:

December 18, 2002

July 3, 2002Bank of the WestNote payable bearing interest at a rate of 4.29% as of December 18, 2002 and payable in monthly installments of $100,000. Due March 31, 2005. Note is secured by the assets of the Company and its subsidiaries'
stock

$
2,700,000

$
Fleet National BankNote payable bearing interest at a rate of 5.38% as of July 3, 2002. Paid in full on September 3, 2002.





3,226,000Less: current installments


1,200,000


1,126,000Long-term debt, excluding current installments

$
1,500,000

$
2,100,000


4

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On
September 3, 2002, the Company entered into a Credit Agreement with United California Bank, doing business as Bank of the West or "BOW," in order to repay the balance of all
remaining amounts it owed to Fleet National Bank ("Fleet") under the amended credit agreement with Fleet. Under the BOW Credit Agreement, the Company immediately borrowed $3,000,000 under a
replacement term loan, the proceeds of which were used to repay the Fleet term loan on September 3, 2002, the amended maturity date of the Fleet term loan.

The
Company's obligations to BOW under the Credit Agreement are secured by all of its assets, including the stock of each of its subsidiaries (each of which has guaranteed the Company's
obligations under the agreement), as well as all intangible assets it owns, including the intellectual property and trademark assets that the Company and its subsidiaries own.

The
term loan with BOW requires monthly principal payments of $100,000 over 30 months and all amounts the Company owes under the term loan must be repaid by March 31, 2005.
The Company must make monthly interest payments on amounts outstanding under the replacement term loan, computed at either BOW's reference rate plus 0.75% or a LIBOR rate plus 2.50%. The Company may
periodically elect to convert portions of its reference rate borrowings into LIBOR based borrowings in $100,000 increments, subject to restrictions contained in the agreement. At December 18,
2002, the applicable interest rate was 4.29%, which was based on the LIBOR rate at the time.

In
addition to the term loan, the BOW Credit Agreement provides the Company with a revolving $1,000,000 credit line for the acquisition of specified coffee packaging equipment. Any
amounts
borrowed under this credit line will convert to term loans with monthly principal amortization payments beginning September 30, 2003, and all outstanding balances must be repaid by
August 31, 2006. The Company is required to pay interest on any borrowings outstanding under this line of credit on a monthly basis, at an interest rate computed in the same manner as described
above for the term loan. There were no amounts outstanding under this credit line at December 18, 2002.

The
BOW Credit Agreement also provides the Company with two separate $1,000,000 lines of credit for new coffeehouse development, one applicable to borrowings during our fiscal year
ending in 2003, and the other to borrowings during our fiscal year ending in 2004. Borrowings under each line of credit will convert to term loans repayable over 36 months, with such repayments
beginning July 31, 2003 and due in full by June 30, 2006, in the case of borrowings under the fiscal 2003 line, and beginning July 31, 2004 and due in full by June 30,
2007, in the case of the fiscal 2004 line. The Company is required to pay interest on borrowings under each line of credit on a monthly basis, computed as described above. There were no amounts
outstanding under these credit lines at December 18, 2002.

Finally,
the BOW Credit Agreement provides the Company with a $675,000 revolving working capital and letter of credit facility, subject to a number of restrictions. Working capital
facility draws and letters of credit are limited to a combined maximum of $675,000 outstanding at any time. Furthermore, draw downs against the working capital facility are subject to a
sub-limit of $500,000, and letters of credit are subject to a sub-limit of $250,000. The Company may only draw funds against the working capital facility during the first and
fourth quarters of each fiscal year, although letters of credit issued under the letter of credit facility may be outstanding throughout the year. The Company may repay amounts borrowed under the
working capital facility at any time, and it may therefore be able to re-borrow such funds on a revolving basis (subject to restrictions including those summarized above). All amounts
outstanding under the working capital facility are required to be repaid by August 31, 2003. Any payments made by BOW with regard to any letter of credit issued under the letter of credit
facility must be repaid by the Company immediately upon the date of such payment by BOW. As of December 18, 2002, BOW had issued one letter of credit for $178,000.

The
BOW Credit Agreement imposes several restrictions on the Company, including limitations on its ability to sell assets, make capital expenditures, incur additional indebtedness,
permit new liens upon

5

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its assets, and pay dividends on or repurchase its common stock. The Company must also maintain compliance with agreed-upon financial covenants that limit the amount of indebtedness that
it may have outstanding in relation to its tangible net worth, require it to maintain a specified minimum dollar value level of tangible net worth, require it to maintain a specified minimum dollar
value level of EBITDA for the trailing four fiscal quarters, require it to maintain a specified minimum level of profitability, and require the Company to maintain minimum aggregate cash balances in
its various BOW bank accounts of at least $800,000 for all but ten business days each fiscal year.

Effective
December 17, based upon the Company's assessment that it would otherwise be unable to comply with one of the covenants contained therein, the Company and BOW executed a
First Amendment to Credit Agreement, which reduced the trailing four fiscal quarter EBITDA requirement and increased the interest rate on the replacement term loan to a spread of 3.0% over LIBOR. The
interest rate spread for the Company's option to compute interest based on BOW's reference rate was unchanged under the Amendment.

On
September 30, 1997, the Company entered into a promissory note, term loan agreement and security agreement with Nuvrty, Inc., a Colorado corporation controlled by Amre
Youness, a former director of the Company. All outstanding principal and accrued interest was due and payable on September 30, 2002. The loan was secured by the assets of the Company and
provided for borrowings up to $1,000,000 with interest accruing and paid monthly at the prime rate plus 3.5%. The Company borrowed the full amount under the loan. In connection with the acquisition of
Coffee People, the Company repaid the loan on July 8, 1999. When entering into the promissory note with Nuvrty, the Company issued a warrant to Nuvrty to purchase 85,000 shares of the Company's
common stock at a price of $9.00 per share. The warrants are exercisable immediately and expire on September 30, 2003. The fair value of the warrants associated with all the above debt was
insignificant.

Maturities
of long-term debt for years subsequent to December 18, 2002 are as follows:

Fiscal Year2003

$
1,200,0002004


1,200,0002005


300,000Total long-term debt

$
2,700,000


The
estimated cost associated with closing under-performing stores is accrued in the period in which the store is identified for closure by management under a plan of termination. Such
costs primarily consist of the estimated cost to terminate a lease.

Beg Balance

Amounts
Charged to
Expense

Cash Payments

End BalanceYear ended July 3, 2002

$
1,372,000

$
141,000

$
(932,000
)
$
581,000Twenty-four weeks ended December 18, 2002

$
581,000

$
20,000

$
(154,000
)
$
447,000


6

---

The
following table sets forth the computation of basic and diluted net income per share:

Twelve Weeks Ended December 18, 2002

Twelve Weeks Ended December 12, 2001

Twenty-Four Weeks Ended December 18, 2002

Twenty-Four Weeks Ended December 12, 2001Numerator:Net income

$
712,000

$
1,335,000

$
702,000

$
790,000Denominator:Basic weighted average shares outstanding


5,161,000


5,161,000


5,161,000


5,161,000Effect of dilutive securities


94,000





38,000


Diluted adjusted weighted average shares


5,255,000


5,161,000


5,199,000


5,161,000Basic and diluted net income per share

$
0.14

$
0.26

$
0.14

$
0.15


All
of the 730,000 warrants to purchase shares of common stock outstanding during the twelve and the twenty-four weeks ended December 18, 2002 were excluded from the
calculation of diluted net income per share as their inclusion would have been anti-dilutive. Of the 658,000 options outstanding during the twelve and the twenty-four weeks
ended December 18, 2002, 481,500 on a quarter-to-date basis and 180,000 on a year-to-date basis were included in the calculation of diluted net
income per share. This resulted in 94,000 dilutive shares for the twelve weeks, and 38,000 dilutive shares for the twenty-four weeks ended December 18, 2002. All 490,000 options
outstanding and all of the 730,000 warrants to purchase shares of common stock outstanding during the twelve and the twenty-four weeks ended December 12, 2001 were excluded from the
calculation of diluted net income per share as their inclusion would have been anti-dilutive.

The
Company has three reportable segments: retail operations, wholesale operations and franchise operations. The Company evaluates performance of its operating segments based on income
before income taxes.

Summarized
financial information concerning the Company's reportable segments is shown in the following table. The other total assets consist of corporate cash, corporate notes
receivable, corporate prepaid expenses, and corporate property and equipment. The other component of segment profit before tax includes corporate general and administrative expenses, depreciation and
amortization expense and interest expense.

7

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|                                           |  | Retail
Operations |           | Wholesale
Operations |   | Franchise
Operations |  | Other |           | Total
|------------------------------------------ |  | ----------------- | --------- | -------------------- | - | -------------------- |  | ----- | --------- | -----
|Twelve Weeks Ended December 18, 2002       |  |                   |           |                      |   |                      |  |       |           |      
|Total revenue                              |  | $                 | 8,329,000 |                      | $ | 5,163,000            |  | $     | 1,476,000 |      
|Interest expense                           |  |                   | 11,000    |                      |   |                     |  |       | 14,000    |      
|Depreciation and amortization              |  |                   | 328,000   |                      |   | 70,000               |  |       |          |      
|Segment profit before income tax provision |  |                   | 433,000   |                      |   | 779,000              |  |       | 1,773,000 |      
|Total assets as of December 18, 2002       |  | $                 | 9,578,000 |                      | $ | 11,859,000           |  | $     | 4,299,000 |      



|                                                  |  | Retail
Operations |            | Wholesale
Operations |   | Franchise
Operations |  | Other |           | Total
|------------------------------------------------- |  | ----------------- | ---------- | -------------------- | - | -------------------- |  | ----- | --------- | -----
|Twelve Weeks Ended December 12, 2001              |  |                   |            |                      |   |                      |  |       |           |      
|Total revenue                                     |  | $                 | 8,751,000  |                      | $ | 5,471,000            |  | $     | 1,770,000 |      
|Interest expense                                  |  |                   | 14,000     |                      |   |                     |  |       | 13,000    |      
|Depreciation and amortization                     |  |                   | 355,000    |                      |   | 104,000              |  |       |          |      
|Segment profit (loss) before income tax provision |  |                   | 375,000    |                      |   | 1,406,000            |  |       | 1,932,000 |      
|Total assets as of December 12, 2001              |  | $                 | 11,203,000 |                      | $ | 12,201,000           |  | $     | 3,247,000 |      



|                                                  |  | Retail
Operations |            | Wholesale
Operations |   | Franchise
Operations |  | Other |           | Total
|------------------------------------------------- |  | ----------------- | ---------- | -------------------- | - | -------------------- |  | ----- | --------- | -----
|Twenty-Four Weeks Ended December 18, 2002         |  |                   |            |                      |   |                      |  |       |           |      
|Total revenue                                     |  | $                 | 16,186,000 |                      | $ | 8,198,000            |  | $     | 2,930,000 |      
|Interest expense                                  |  |                   | 19,000     |                      |   |                     |  |       | 28,000    |      
|Depreciation and amortization                     |  |                   | 638,000    |                      |   | 146,000              |  |       |          |      
|Segment profit (loss) before income tax provision |  |                   | 767,000    |                      |   | 1,291,000            |  |       | 3,125,000 |      



|                                          |  | Retail
Operations |            | Wholesale
Operations |   | Franchise
Operations |  | Other |           | Total
|----------------------------------------- |  | ----------------- | ---------- | -------------------- | - | -------------------- |  | ----- | --------- | -----
|Twenty-Four Weeks Ended December 12, 2001 |  |                   |            |                      |   |                      |  |       |           |      
|Total Revenue                             |  | $                 | 18,361,000 |                      | $ | 8,773,000            |  | $     | 2,999,000 |      
|Interest expense                          |  |                   | 30,000     |                      |   |                     |  |       | 32,000    |      
|Depreciation and amortization             |  |                   | 707,000    |                      |   | 340,000              |  |       |          |      
|Segment profit (loss) before tax          |  |                   | 760,000    |                      |   | 1,702,000            |  |       | 2,998,000 |      

Effective
June 28, 2001, the Company adopted Statements of Financial Accounting Standards Nos. 141 and 142, "Business Combinations" and "Goodwill and Other Intangible Assets,"
respectively, which require that the Company prospectively cease amortization of goodwill and instead conduct periodic tests of goodwill for impairment. The Company completed a test for goodwill
impairment as of July 3, 2002, and determined that no goodwill impairment was indicated as of that date. The Company has selected its fiscal year end as the annual date at which it will test
for the impairment of goodwill. The

8

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following table details the balances of the Company's amortizable intangible assets that continue to be amortized as of December 18, 2002:

Carrying Amount Gross

Accumulated Amortization

Net Carrying AmountLeasehold interests

$
3,000

$
2,000

$
1,000Leasehold rights

$
23,000

$
22,000

$
1,000Trademarks

$
32,000

$
6,000

$
26,000


The
weighted average amortization period for the intangible assets is approximately 25 years. The following table shows the estimated amortization expense for these assets for
each of the five succeeding fiscal years:

Fiscal year:2003

$
2,0002004

$
1,0002005

$
1,0002006

$
1,0002007

$
1,000


Changes
in the carrying amount of goodwill for the twenty-four weeks ended December 18, 2002 are summarized as follows:

Balance as of July 3, 2002

$
12,164,000Dispositions


(74,000
)Balance as of December 18, 2002

$
12,090,000


The
goodwill disposition of $74,000 related to three Coffee Plantation locations, which closed in December, 2002.

On
December 18, 2002, the Company announced the resignation of its Chief Executive Officer, Philip G. Hirsch, to be effective January 3, 2003. Under the terms of his
separation agreement, Mr. Hirsch will receive severance pay of $77,466 as well as continued health care coverage until the earlier of his subsequent employment or January 3, 2004.
Accordingly, the Company recorded $95,000 in severance expense during its second quarter related to these items, as the requirements of EITF 94-3 had been met.

Prior
to the execution of his separation agreement, Mr. Hirsch held options to purchase 25,000 shares of the Company's common stock, which were fully vested, and an additional
120,000 options (with a different exercise price), which were not vested. The separation agreement accelerated the vesting of 35,000 of the non-vested options, causing them to be fully
vested. The remainder of the non-vested options immediately terminated upon Mr. Hirsch's resignation in accordance with the terms of the option grant. Mr. Hirsch's 60,000
vested options will terminate on January 3, 2005. The Company will recognize $55,650 in compensation expense during its third fiscal quarter related to the accelerated vesting of these options.

Item 2. Management's Discussion And Analysis Of Financial Condition And Results Of Operations.

A Warning About Forward Looking Statements.

We make forward-looking statements in this quarterly report that are subject to risks and uncertainties. These forward-looking statements include information
about possible or assumed future

9

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results of our financial condition, operations, plans, objectives and performance. Additionally, when we use the words "believe," "expect," "anticipate," "estimate" or similar expressions, we are
making forward-looking statements. Many possible events or factors could affect our future financial results and performance. This could cause our results or performance to differ materially from
those expressed in our forward-looking statements. You should consider these risks when you review this document, along with the following possible events or factors:



Foreseeable
risks and uncertainties are described elsewhere in this report and in detail under the caption "Risk Factors and Trends Affecting Diedrich Coffee and Its Business" in our
Annual Report on Form 10-K for the fiscal year ended July 3, 2002 and in other reports that we file with the Securities and Exchange Commission. We undertake no obligation to
publicly release the results of any revision of the
forward-looking statements. Unless otherwise indicated, "we," "us," "our," and similar terms refer to Diedrich Coffee, Inc.

General.

Diedrich Coffee, Inc. is a specialty coffee roaster, wholesaler and retailer. We sell brewed, espresso-based and various blended beverages primarily made
from our own fresh roasted premium coffee beans, as well as light food items, whole bean coffee, and accessories through our Company operated and franchised retail locations. We also sell whole bean
and ground coffees on a wholesale basis through a network of distributors in the Office Coffee Service ("OCS") market, and to other wholesale customers, including restaurant chains and other
retailers. Our brands include Diedrich Coffee, Gloria Jean's Coffees and Coffee People. We also operate a limited number of kiosks under the Coffee Plantation brand name. As of December 18,
2002, Diedrich Coffee owned and operated 62 retail locations and franchised 344 other retail locations under these brands, for a total of 406 retail coffee outlets. Our retail units are located in 37
states and 10 foreign countries. As of December 18, 2002, we also have over 390 wholesale accounts with OCS distributors, chain and independent restaurants and others. In addition, we operate a
large coffee roasting facility in central California that supplies freshly roasted coffee to our retail locations and wholesale accounts.



Our retail outlet distribution channel can be divided into two sub-channels, each with its own distinct business model, including differences in
revenue and cost structure, overhead, and capital requirements. These two retail sub-channels are Company operated retail outlets and franchised retail outlets. We view retail outlets as a
single distribution channel, despite the differences noted above, primarily because our retail customers do not make any distinction between Company and franchise operated locations. The critical
success factors are, therefore, the same for each type of retail location, whether Company operated or franchised: quality of product, service, and atmosphere. The economic model and cost structures
are also the same for each type of location at the retail unit level, notwithstanding their different direct financial impacts on us in our roles as both an operator and

10

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franchiser of retail outlets. Furthermore, the potential contribution of any given outlet, as measured by the amount of roasted coffee produced through our roasting plant, is the same.

Presently,
our largest brand is Gloria Jean's and over 95% of Gloria Jean's retail units are franchised. Gloria Jean's retail units are located throughout the United States, and in 10
foreign countries. Our Diedrich Coffee brand has a higher concentration of Company operated units, with 69% of retail locations operated by us. Diedrich Coffee units are located primarily in Orange
County, California, although there are a number of Diedrich locations in Denver, Houston, and elsewhere in the United States. We also operate retail coffee outlets under a third brand, Coffee People,
which are 100% Company operated at this time. Our Coffee People outlets are all located in Portland, Oregon.

A
table summarizing the relative sizes of each of our brands, on a unit count basis, and changes in unit count for each over the twenty-four weeks ended December 18,
2002, is set forth below:

Units at July 3, 2002

Opened

Closed

Net transfers between the Company and Franchise

Units at December 18, 2002Gloria Jean's BrandCompany Operated

18





(3
)
15FranchiseDomestic

155

2

(5
)
3

155FranchiseInternational

140

38





178Subtotal Gloria Jean's

313

40

(5
)


348Diedrich Coffee BrandCompany Operated

25







25FranchiseDomestic

12



(1
)


11Subtotal Diedrich

37



(1
)


36Other BrandsCompany Operated

27



(5
)


22Total

377

40

(11
)


406




We currently have over 390 wholesale accounts not affiliated with our retail locations, which purchase coffee from us under both the Diedrich Coffee and Gloria
Jean's brands. Our current wholesale accounts are in the Office Coffee Supply market, chain restaurants, independent restaurants, other hospitality industry enterprises and specialty retailers.
Additionally, our franchise agreements require both Diedrich Coffee and Gloria Jean's franchisees to purchase substantially all of their coffee from us.



Our business is subject to seasonal fluctuations as well as economic trends that affect retailers in general. Historically, our net sales have not been realized
proportionately in each quarter, with net sales being the highest during the second fiscal quarter, which includes the NovemberDecember holiday season. Hot weather tends to reduce sales.
Quarterly results are affected by the timing of the opening of new stores, which may not occur as anticipated due to events outside our control. As a result of these factors, the financial results for
any individual quarter may not be indicative of the results that may be achieved in a full fiscal year.

11

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Results of Operations.



Total Revenue.Total revenue for the twelve weeks ended December 18, 2002 decreased by
$1,024,000, or 6.4%, to $14,968,000 from $15,992,000 for the twelve weeks ended December 12, 2001. This decrease was attributable to decreases in retail, wholesale and other sales, and
franchise revenue. Each component is discussed below.

Retail
sales for the twelve weeks ended December 18, 2002 decreased by $422,000, or 4.8%, to $8,329,000 from $8,751,000 for the prior year period. This decrease primarily
represented the net impact of several factors. First, the number of Company stores decreased in the current year versus the earlier period because of the closure of 10 poorly performing
Company-operated locations and the sale of 16 other Company-operated locations since the beginning of the prior year period. The reduction in retail sales from the unit divestitures noted above was
approximately $1,211,000. This decrease was partially offset by an increase in retail sales of approximately $544,000 due to the transfer to Company operations of three previously franchised
locations, and a 2.1% increase in comparable store sales for Company operated units during the quarter, as well as a $76,000 increase in retail sales from our internet website.

Wholesale
revenue decreased $308,000, or 5.6%, to $5,163,000 for the twelve weeks ended December 18, 2002 from $5,471,000 for the prior year period. This decrease was primarily
the combined result of the following factors:

Keurig "K-cup" and other OCS sales.Keurig and other Office Coffee Service sales decreased by $257,000 to
$1,487,000 for the twelve weeks ended December 18, 2002, a 14.7% decrease over the year ago quarter. This is primarily due to lower sales to two large OCS distributor wholesale customers,
although the magnitude of the quarterly percentage decline appears amplified by timing issues. We believe that the smaller year to date percentage decline appears to be more representative of current
trends.

Coffee sales to independent and chain restaurants and specialty retailers.Wholesale coffee sales to independent and chain
restaurants and other specialty retailers decreased by $27,000, or 6.1%, versus the year ago quarter because we reallocated our sales force and other support resources to focus less on independent and
specialty retailer accounts, many of which represented only a single or few retail locations, and which proportionately require more resources to support.

Wholesale revenue from franchisees.Sales of roasted coffee to our franchisees decreased $24,000, or 0.8%, for the twelve
weeks ended December 18, 2002, which was the net impact of an 18 unit decrease in the number of domestic franchises compared to the prior year, and a 7.7% increase in Gloria Jean's franchise
comparable store sales for the quarter. Further offsetting the negative impact of fewer franchise units was the favorable impact of a volume incentive program introduced in the current year to
encourage higher levels of coffee purchases by franchisees.

Franchise
revenue decreased by $294,000, or 16.6%, to $1,476,000 for the twelve weeks ended December 18, 2002 from $1,770,000 for the prior year period. Franchise revenue consists
of initial
franchise fees and franchise renewal fees, area development fees, royalties received on sales at franchised locations, and miscellaneous other franchise revenue, including coordination fees received
from product suppliers. The decrease in franchise revenue was primarily the result of a decrease in franchise royalties versus the prior year period. This was the net impact of a reduction in domestic
franchise royalties, which was partially offset by an increase in international royalties. Domestic royalties decreased primarily because of the 18-unit reduction in domestic franchise
stores compared to a year earlier. International royalties increased because of a 56-unit increase in the number of international outlets compared to the prior year, although international
franchise units pay a lower

12

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average royalty rate compared to domestic franchises. Miscellaneous other franchise revenue including vendor coordination fees decreased by approximately $70,000 compared to the prior year.

Cost of Sales and Related Occupancy Costs.Cost of sales and related occupancy costs for the twelve
weeks ended December 18, 2002 decreased 10.2% to $7,288,000 from $8,115,000 for the prior year period. On a margin basis, cost of sales and related occupancy costs decreased to 48.7% of total
revenue for the twelve weeks ended December 18, 2002 from 50.7% of total revenue for the twelve weeks ended December 12, 2001. This favorable 2.0 margin basis point change was the net
impact of an unfavorable 0.1 percentage point change in cost of sales, and a favorable 2.1 margin basis point change in occupancy costs. Occupancy costs experienced margin basis point
improvement primarily due to the divestiture of 26 Company operated units as noted above in the discussion of changes in retail revenue. These units were generally closed or sold because of worse than
average sales volumes and occupancy costs relative to sales volume. Cost of sales as a percentage of total revenue increased slightly during the current year due to our initial shipments of coffee
into the grocery store distribution channel during the second fiscal quarter of the current year. Grocery revenue netted to zero during the quarter despite the fact that product was sold and shipped
because the wholesale value of such sales was completely offset by slotting fees paid to the grocery stores to set up the initial distribution of our product in their retail store system. Because we
recorded the related product cost of sales of the shipments at their full cost, the grocery program resulted in an increase in cost of sales as a percentage of revenue during the quarter. This will
continue until the wholesale selling price of cumulative product shipments are adequate to cover the slotting fees, and we thereafter begin recording the associated revenue from such sales, which we
anticipate will occur during our third quarter of the current fiscal year.

Operating Expenses.Operating expenses for the twelve weeks ended December 18, 2002 increased
by $481,000, or 13.1%, to $4,166,000 from $3,685,000 during the prior year period. On a margin basis, operating expenses increased to 27.8% of total revenue during the current year period from 23.0%
for the year ago quarter. This unfavorable 4.8 margin basis point change resulted from several factors. As noted above, average operating margins improved from the divestiture of 26 Company-operated
units, although this improvement was more than offset by several unfavorable factors. Wholesale bad debt expense increased by $374,000, half of which was due to the bankruptcy filing of a single
wholesale customer that distributed coffee within our Gloria Jean's retail system. In addition, as noted in previous filings over the past year, during the prior year period we collected a number of
receivables, which had previously been reserved for, as a result of an aggressive new collection program implemented at that time. This resulted in the reversal of several bad debt reserves in the
prior year period, and a further relative increase in current year bad debt expense on a comparative basis with the prior year. Advertising expense also increased as part of an overall effort to
increase comparable store sales in retail units and brand awareness and new accounts at the wholesale level. We incurred additional operating expenses in the current year as we launched our grocery
store sales program. As described in the discussion of cost of sales above, the impact of these new selling expenses when analyzed as a
percentage of revenue was compounded by our accounting for slotting fees, which resulted in no revenue during the period. Finally we experienced an increase in our workers' compensation insurance
rates in our retail coffeehouses compared to the prior year.

Depreciation and Amortization.Depreciation and amortization decreased by $78,000 to $461,000 for the
twelve weeks ended December 18, 2002 from $539,000 for the twelve weeks ended December 12, 2001. This decrease was primarily due to the divestiture of Company operated retail locations
discussed above.

General and Administrative Expenses.General and administrative expenses decreased by $126,000, or
5.6%, to $2,134,000 for the twelve weeks ended December 18, 2002 from $2,260,000 for the twelve weeks ended December 12, 2001. On a margin basis, general and administrative expenses
increased to

13

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14.3% of total revenue in the first quarter of fiscal 2003 from 14.1% in the year ago quarter. This 0.2 unfavorable margin basis point change was the net result of several factors. As noted above,
our workers' compensation insurance rates increased versus the prior year, which impacted the cost of home office support center personnel as well as operations personnel. Consulting fees and director
and officer insurance expenses also increased versus the year ago quarter. In addition, we accrued $95,000 in separation costs during the second quarter of fiscal 2003 due to the resignation of our
Chief Executive Officer. These increases were primarily offset by a decrease in legal fees and savings from the elimination of ten support center positions in January 2002.

Provision for Asset Impairment.Provision for asset impairment costs increased $84,000 to $106,000
for the twelve weeks ended December 18, 2002 from $22,000 in the prior year period. During the current quarter we recorded an asset impairment charge of $106,000 to reduce the carrying value
associated with one of our coffeehouses in Portland, Oregon. During the prior quarter, we recorded an asset impairment charge of $22,000, related to the impending closure of a Portland coffee kiosk.
The book value of that retail unit was written down to reflect the net proceeds we received in the subsequent quarter when the kiosk closed.

Interest Expense and Other, Net.Interest expense and other, net decreased by $61,000 to $57,000 for
the twelve weeks ended December 18, 2002 from $118,000 for the twelve weeks ended December 12, 2001. This decrease is primarily due to a reduction in our bank debt, and to a lesser
degree to a reduction in our interest rate.



Total Revenue.Total revenue for the twenty-four weeks ended December 18, 2002
decreased by $2,819,000, or 9.4%, to $27,314,000 from $30,133,000 for the twenty-four weeks ended December 12, 2001. This decrease was attributable to decreases in retail sales,
wholesale and other revenue and franchise revenue. Each component is discussed below.

Retail
sales for the twenty-four weeks ended December 18, 2002 decreased by $2,175,000, or 11.8%, to $16,186,000 from $18,361,000 for the prior year period. This
decrease primarily represented the combined impact of two factors. First, the number of Company stores decreased in the current year versus the earlier period because of the closure of 10 poorly
performing Company-operated locations and the sale of 16 other Company-operated locations since the beginning of the prior year period. The reduction in retail sales from the unit divestitures noted
above was approximately $3,471,000. This decrease was partially offset by an increase in retail sales of approximately $909,000 due to the transfer to Company operations of three previously franchised
locations, since the prior year period, a 1.2% increase in comparable store sales for Company operated units on a year to date basis compared to the prior year, and a $117,000 increase in retail sales
from our internet website.

Wholesale
revenue decreased $575,000, or 6.6%, to $8,198,000 for the twenty-four weeks ended December 18, 2002 from $8,773,000 for the prior year period. This decrease
was primarily the combined result of the following factors:

Wholesale revenue from franchisees.Sales of roasted coffee to our franchisees decreased $295,000, or 6.1%, for the
twenty-four weeks ended December 18, 2002 primarily because of an 18 unit decrease in the number of domestic franchises compared to the prior year, which more than offset the
favorable impact of a 3.3% increase in Gloria Jean's franchise comparable store sales on a year to date basis, versus the prior year period.

Keurig "K-cup" and other OCS sales.Keurig and other Office Coffee Service sales decreased by $151,000 to
$2,836,000 for the twelve weeks ended December 18, 2002, a 5.1% decrease over the year ago period. This is primarily due to lower sales to two large OCS distributor wholesale customers.

Coffee sales to independent and chain restaurants and specialty retailers.Wholesale coffee sales to independent and chain
restaurants and other specialty retailers decreased by $129,000, or 14.1%, versus the year ago period because we reallocated our sales force and other support resources to focus less on independent
and specialty retailer accounts, many of which represented only a single or few retail locations, and which proportionately require more resources to support.

14

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Franchise revenue decreased by $69,000, or 2.3%, to $2,930,000 for the twenty-four weeks ended December 18, 2002 from $2,999,000 for the prior year period. The
decrease in franchise revenue is the net impact of several factors. Initial franchise fees and franchise renewal fees increased approximately $126,000 for the twenty-four weeks ended
December 18, 2002 versus the prior year, as a result of an increase in franchise agreements sold or renewed. Franchise royalties decreased $147,000 for the twenty-four weeks ended
December 18, 2002 versus the prior year period. This was the net impact of a reduction in domestic franchise royalties and an increase in international royalties. Domestic royalties decreased
primarily because of the 18-unit reduction in domestic franchise stores from December 12, 2001 to December 18, 2002, despite a 3.3% increase in franchise comparable store
sales compared to the year ago period. International royalties increased because of a 56-unit increase in the number of international outlets compared to the prior year. Miscellaneous
other franchise revenue including vendor coordination fees decreased by $48,000 compared to the prior year.

Cost of Sales and Related Occupancy Costs.Cost of sales and related occupancy costs for the
twenty-four weeks ended December 18, 2002 decreased 13.9% to $13,000,000 from $15,107,000 for the prior year period. On a margin basis, cost of sales and related occupancy costs
decreased to 47.6% of total revenue for the twenty-four weeks ended December 18, 2002 from 50.1% of total revenue for the twenty-four weeks ended December 12,
2001. This 2.5 favorable margin basis point change was the combined impact of a 0.7 favorable cost of sales margin basis point change, and a 1.8 favorable occupancy costs margin basis point change.
These margin basis point improvements resulted primarily from the divestiture of 26 Company operated units noted above in the discussion of changes in retail revenue, as these units were generally
closed or sold because of worse than average sales volumes and operating margins.

Operating Expenses.Operating expenses for the twenty-four weeks ended
December 18, 2002 decreased 3.6% to $8,194,000 from $8,498,000 for the prior year period. On a margin basis, operating expenses increased to 30.0% of total revenue during the current year
period from 28.2% for the year ago period. This unfavorable 1.8 margin basis point change for the twenty-four weeks ended December 18, 2002 as compared with the prior year resulted
primarily from the increase in bad debt expense, advertising expense and worker's compensation expense noted above in the discussion of Operating Expenses for the twelve weeks ended
December 18, 2002.

Depreciation and Amortization.Depreciation and amortization decreased by $304,000 to $906,000 for
the twenty-four weeks ended December 18, 2002 from $1,210,000 for the twenty-four weeks ended December 12, 2001. This decrease was primarily due to the
divestiture of Company operated retail locations since the prior year noted in the discussion of retail sales, above.

General and Administrative Expenses.General and administrative expenses decreased by $78,000, or
4.0%, to $4,230,000 for the twenty-four weeks ended December 18, 2002 from $4,308,000 for the twenty-four weeks ended December 12, 2001. On a margin basis,
general and administrative expenses increased to 15.5% of total revenue in the first quarter of fiscal 2003 from 14.3% in the year ago period. This 1.2 unfavorable margin basis point change was the
net result of several factors detailed in the discussion above for the twelve weeks ended December 18, 2002. During the twenty-four weeks ended December 18, 2002, however,
increased consulting fees, directors' and officers' insurance fees, and severance expenses reduced the beneficial impact of our elimination of ten support center positions in January 2002.

Provision for Asset Impairment.Provision for asset impairment costs increased $84,000 to $106,000
for the twenty-four weeks ended December 18, 2002 from $22,000 for the twenty-four weeks ended December 12, 2001 due to the facts previously discussed above for
the twelve weeks ended December 18, 2002.

15

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Interest Expense and Other, Net.Interest expense and other, net decreased by $139,000 to $139,000
for the twenty-four weeks ended December 18, 2002 from $278,000 for the twenty-four weeks ended December 12, 2001. This decrease is primarily due to a reduction
in our bank debt, and, to a lesser degree, to a reduction in our interest rate.

Financial Condition, Liquidity and Capital Resources.

Current Financial Condition.At December 18, 2002, we had working capital of $1,598,000, as
compared to working capital of $809,000 as of July 3, 2002, and a working capital deficit of $2,972,000 as of December 12, 2001.

Cash Flows.Cash provided by operating activities for the twenty-four weeks ended
December 18, 2002 totaled $544,000 as compared with $406,000 in net cash used in operating activities for the twenty-four weeks ended December 12, 2001. This improvement is
the net result of many factors more fully enumerated in the unaudited consolidated statement of cash flows in the accompanying financial statements.

Net
cash used in investing activities for the twenty-four weeks ended December 18, 2002 totaled $45,000 as compared with net cash provided of $951,000 for the
twenty-four weeks ended December 12, 2001. During the twenty-four weeks ended December 18, 2002, $343,000 in net cash used in investing activities was used for
property and equipment expenditures. These expenditures were partially offset by
$140,000 in cash received for a parcel of real estate we sold in Oregon, $135,000 in cash received for two coffeehouses we sold in Arizona, and $23,000 of cash received in principal payments on notes
receivable we accepted upon the sale of twelve retail locations in Arizona during the prior fiscal year. During the twenty-four weeks ended December 12, 2001, we received $1,551,000
in proceeds from the sale of assets, including $1,203,000 for the sale of 12 Company-operated locations in Arizona, and $307,000 for the sale of land and a building in Oregon. We also received $7,000
in principal payments on notes receivable issued by the buyer of the 12 locations in Arizona. These proceeds and notes receivable payments were partially offset by $607,000 in property and equipment
expenditures.

Net
cash used in financing activities for the twenty-four weeks ended December 18, 2002 totaled $621,000 as compared to the $1,527,000 in net cash used in financing
activities for the twenty-four weeks ended December 12, 2001. For both periods the net cash used in financing activities consisted of repayment of long-term debt and
capital leases. During the twenty-four weeks ended December 12, 2001, net cash used in financing activities also included $56,000 in payments related to transaction costs associated
with our issuance of common stock during our fiscal year ended June 27, 2001.

Outstanding Debt and Financing Arrangements.On September 3, 2002, we entered into a Credit
Agreement with United California Bank, doing business as Bank of the West or "BOW," in order to repay the balance of all remaining amounts owed to Fleet National Bank (Fleet) under our amended Credit
Agreement with Fleet. Under the BOW Credit Agreement, we immediately borrowed $3,000,000 under a replacement term loan, the proceeds of which were used to repay our Fleet term loan on
September 3, 2002, the amended maturity date of the Fleet term loan.

Our
obligations to BOW under the Credit Agreement are secured by all of our assets, including the stock of each of our subsidiaries (each of which has guaranteed our obligations under
the agreement), as well as all intangible assets we own, including the intellectual property and trademark assets that we and our subsidiaries own.

The
term loan with BOW requires monthly principal payments of $100,000 over 30 months and all amounts we owe under the term loan must be repaid by March 31, 2005. We are
required to make monthly interest payments on amounts outstanding under the replacement term loan, computed at either BOW's reference rate plus 0.75% or a LIBOR rate plus 2.50%. We may periodically
elect to convert portions of our reference rate borrowings into LIBOR based borrowings in $100,000

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increments, subject to restrictions contained in the agreement. At December 18, 2002, the applicable interest rate was 4.29%, which was based on the LIBOR rate at the time.

In
addition to the term loan, the BOW Credit Agreement provides us with a revolving $1,000,000 credit line for the acquisition of specified coffee packaging equipment. Any amounts we
borrow under this credit line will convert to term loans with monthly principal amortization payments beginning September 30, 2003, and we must repay all outstanding balances by
August 31, 2006. We are required to pay interest on any borrowings outstanding under this line of credit on a monthly basis, at an interest
rate computed in the same manner as described above for the term loan. There were no amounts outstanding under this credit line at December 18, 2002.

The
BOW Credit Agreement also provides us with two separate $1,000,000 lines of credit for new coffeehouse development, one applicable to borrowings during our fiscal year ending in
2003, and the other to borrowings during our fiscal year ending in 2004. Borrowings under each line of credit will convert to term loans repayable over 36 months, with such repayments beginning
July 31, 2003 and due in full by June 30, 2006, in the case of borrowings under the fiscal 2003 line, and beginning July 31, 2004 and due in full by June 30, 2007, in the
case of the fiscal 2004 line. We are required to pay interest on borrowings under each line of credit on a monthly basis, computed as described above. There were no amounts outstanding under these
credit lines at December 18, 2002.

Finally,
the BOW Credit Agreement provides us with a $675,000 revolving working capital and letter of credit facility, subject to a number of restrictions. Our working capital facility
draws and letters of credit are limited to a combined maximum of $675,000 outstanding at any time. Furthermore, draw downs against our working capital facility are subject to a sub-limit
of $500,000, and letters of credit are subject to a sub-limit of $250,000. We may only draw funds against our working capital facility during the first and fourth quarters of each fiscal
year, although letters of credit issued under the letter of credit facility may be outstanding throughout the year. We may repay amounts that we borrow under the working capital facility at any time,
and we may therefore be able to re-borrow such funds on a revolving basis (subject to restrictions including those summarized above). All amounts outstanding under our working capital
facility are required to be repaid by August 31, 2003. Any payments made by BOW with regard to any letter of credit issued under the letter of credit facility must be repaid by us immediately
upon the date of such payment by BOW. As of December 18, 2002, BOW had issued one letter of credit for $178,000.

The
BOW agreement imposes several restrictions on us, including limitations on our ability to sell assets, make capital expenditures, incur additional indebtedness, permit new liens upon
our assets, and pay dividends on or repurchase our common stock. We must also maintain compliance with agreed-upon financial covenants that limit the amount of indebtedness that we may
have outstanding in relation to our tangible net worth, require us to maintain a specified minimum dollar value level of tangible net worth, require us to maintain a specified minimum dollar value
level of EBITDA for the trailing four fiscal quarters, require us to maintain a specified minimum level of profitability, and require us to maintain minimum aggregate cash balances in our various BOW
bank accounts of at least $800,000 for all but ten business days each fiscal year.

Effective
December 17, 2002, based upon our assessment that we would otherwise be unable to comply with one of the covenants contained therein, we and BOW executed a First
Amendment to Credit Agreement, which reduced the trailing four fiscal quarter EBITDA requirement and increased the interest rate on the replacement term loan to a spread of 3.0% over LIBOR. The
interest rate spread for our option to compute interest based on BOW's reference rate was unchanged under the Amendment.

Based
upon the terms of the BOW Credit Agreement, our recent operating performance and business outlook, and status of our balance sheet, we believe that cash, cash from operations, and
funds

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available under our new Credit Agreement will be sufficient to satisfy our working capital needs at the anticipated operating levels for at least the next twelve months.

Other Commitments.The following represents a comprehensive list of our contractual obligations and
commitments as of December 18, 2002:

|                         |  | Payments Due by Period
|------------------------ |  | ----------------------
|
|
|Note Payable             |  | $                     
|Capital Leases           |  |                       
|Operating Leases         |  |                       
|Green Coffee Commitments |  |                       
|                         |  |                       
|                         |  | $                     
|                         |  |                       

We
are obligated under non-cancelable operating leases for our coffee houses, roasting facility and administrative offices. Lease terms are generally for ten to twenty years
with renewal options and generally require us to pay a proportionate share of real estate taxes, insurance, common area and other operating costs. Some retail leases provide for contingent rental
payments based on sales thresholds. In addition, we are contingently liable on the master leases for 155 franchise locations. Under our historical franchising business model, we executed the master
leases for these locations and entered into subleases on the same terms with our franchisees. Under these leases, franchisees pay their rent directly to the landlords. Should any of these franchisees
default on their subleases, we would be responsible. Our maximum theoretical future exposure at December 18, 2002, computed as the sum of all remaining lease payments through the expiration
dates of the respective leases, was $25,635,000. This amount does not take into consideration any mitigating measures we could take to reduce this exposure in the event of default, including
re-leasing the locations or terminating the master lease by negotiating a lump sum payment to the landlord which is less than the sum of all remaining future rents.

Critical Accounting Policies.

The preparation of our consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts. The estimates and
assumptions are evaluated on an ongoing basis and are based on historical experience and on various other factors that are believed to be reasonable. Accounts significantly impacted by estimates and
assumptions include, but are not limited to, franchise receivables, allowance for bad debt reserves, assets held for sale, fixed asset lives, goodwill, intangible assets, income taxes, workers'
compensation reserves, store closure reserves, and contingencies. We believe that the following represent our critical accounting policies and estimates used in the preparation of our consolidated
financial statements. The following discussion, however, does not list all of our accounting policies and estimates.

Revenue RecognitionFranchise Operations.Initial franchise fees are recognized when a
franchised coffeehouse begins operations, at which time we have performed our obligations related to such fees. Fees received pursuant to area development agreements, which grant the right to develop
franchised units in future periods in specific geographic areas, are deferred and recognized on a pro rata basis as the franchised units subject to the development agreements begin operations. In
light of our revenue recognition policies, we have little or no control over when we recognize revenue related to these initial
franchise fees and area development fees. We monitor the financial condition of franchisees and record provisions for estimated losses on receivables when we believe that our franchisees are unable to
make required payments to us. Additionally, we cease recording royalties from franchisees that are delinquent in paying us until we have a history of payments being made when due. If sales or economic
conditions

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worsen for our franchisees, their financial performance may worsen, our collection rates may decline and we may be required to assume their responsibility for lease payments on franchised
restaurants.

Valuation of Long-Lived Assets.We evaluate the carrying value of assets for impairment
when the operations of one or more of our brands experience a negative event, including, but not limited to, a significant downturn in sales, a substantial loss of customers, an unfavorable change in
demographics or unit closures. Upon the occurrence of a negative event, we estimate the future undiscounted cash flows for the individual units that are affected by the negative event. If the
projected cash flows do not exceed the carrying value of the assets allocated to each unit, we write-down the assets to fair value based on: the estimated net proceeds we believe we can
obtain for the unit upon sale, the discounted projected cash flows derived from the unit or the historical net proceeds obtained from sales of similar units. The most significant assumptions in our
analysis are those used when we estimate a unit's future cash flows. We generally use the assumptions in our strategic plan and modify them as necessary based on unit specific information. If our
assumptions are incorrect, the carrying value of our operating unit assets may be overstated or understated.

Goodwill.In July 2001, the Financial Accounting Standards Board (FASB) issued Statements of
Financial Accounting Standards (SFAS) Nos. 141 and 142, "Business Combinations" and "Goodwill and Other Intangible Assets," respectively. We chose to early adopt the provisions of SFAS No. 142
effective June 28, 2001. We adopted SFAS No. 141 immediately upon its release. SFAS No. 141 requires that the purchase method of accounting be used for all business combinations
initiated after June 28, 2001. SFAS No. 141 also specifies criteria intangible assets acquired in a purchase method business combination must meet to be recognized and reported apart
from goodwill. SFAS No. 142 requires that goodwill and intangible assets with indefinite useful lives no longer be amortized, but instead tested for impairment annually or whenever events or
changes in circumstances indicate that the carrying value may not be recoverable. Factors we consider important which could trigger an impairment review include significant underperformance relative
to expected historical or projected future operating results, significant changes in the manner of use of acquired assets or the strategy for the overall business, and significant negative industry or
economic trends. Upon the adoption of SFAS No. 142, the carrying value of our goodwill and other intangible assets was determined to not be impaired. Our goodwill impairment analysis uses
estimates and assumptions in order to determine the fair value of our reporting units. If our assumptions are incorrect, the carrying value of our goodwill may be overstated. We have selected our
fiscal year end as our annual impairment measurement date.

Store Closure Reserves.We decide whether to close a unit based on its recent cash flows and its
future estimated profitability. We evaluate each unit's performance each financial period. When units perform poorly, we consider the demographics of the location as well as our ability to cause an
unprofitable unit to become profitable. Based on management's judgment, we estimate the future cash flows of the unit. If we determine that the unit will not be profitable, and there are no
contractual requirements that require us to continue to operate the unit, we close the unit. We establish a reserve for the net present value of the unit's future rents and other fixed costs. The most
significant assumptions we make in
determining store closure reserves are assumptions regarding the estimated costs to maintain vacant properties. Additionally, the amount of the reserve established for future lease payments on leased
vacant units is dependent on our ability to successfully negotiate early termination lease agreements with our landlords. If the costs to maintain properties rise or if it takes longer than
anticipated to sell properties or terminate leases, we may need to record additional reserves.

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New Accounting Pronouncements.

In April 2002, the FASB issued SFAS No. 145, "Rescission of FASB Statements No. 4, 44 and 64, Amendment of FASB Statement No. 13, and
Technical Corrections." SFAS No. 145 provides new guidance on the criteria used to classify debt extinguishments as extraordinary items and requires sale-leaseback accounting for
certain lease modifications that have economic effects that are similar to sale-leaseback transactions. SFAS No. 145 will be effective for our fiscal year 2004. Management does not
believe the adoption of this standard will have a material impact on our financial position, results of operations, or liquidity.

In
July 2002, the FASB issued SFAS No. 146, "Accounting for Costs Associated with Exit or Disposal Activities." SFAS No. 146 requires the recognition of costs
associated with exit or disposal activities when they are incurred rather than at the date of a commitment to an exit or disposal plan. Examples of costs covered by SFAS No. 146 include lease
termination costs and certain employee severance costs that are associated with a restructuring, discontinued operations, plant closing or other exit or disposal activities. SFAS No. 146 is
effective prospectively for exit or disposal activities initiated after December 31, 2002, with early adoption encouraged. We have not assessed whether the adoption of this standard will have a
material impact on our financial position, results of operations, or liquidity.

In
December 2002, the FASB issued SFAS No. 148, "Accounting for Stock-Based CompensationTransition and Disclosure." SFAS No. 148 amends the disclosure
requirements in SFAS No. 123, "Accounting for Stock-Based Compensation" for annual periods ending after December 15, 2002 and for interim periods beginning after December 15,
2002. Effective for financial statements for fiscal years ending after December 15, 2002, SFAS No. 148 also provides three alternative transition methods for companies that choose to
adopt the fair value measurement provisions of SFAS No. 123. Management does not believe the adoption of this standard will have a material impact on our financial position, results of
operations, or liquidity.

Item 3. Quantitative And Qualitative Disclosures About Market Risk.

Market Risk Sensitive Items Entered Into for Trading Purposes

None.

Market Risk Sensitive Items Entered Into for Other Than Trading Purposes



We are exposed to market risk from changes in interest rates on our outstanding bank debt. At December 18, 2002, we had $2,700,000 in bank debt that could
be affected by changes in short term interest rates. At the end of our second fiscal quarter of fiscal 2003, the interest rate was the LIBOR rate plus 2.50%, or 4.29%. The rate can be fixed over
periods ranging from one to six months, at our discretion. At December 18, 2002, a hypothetical 100 basis point increase in the adjusted LIBOR rate would result in additional interest expense
of $27,000 on an annualized basis.



Green coffee, the principal raw material for our products, is subject to significant price fluctuations caused by a number of factors, including weather,
political, and economic conditions. To date, we have not used commodity based financial instruments to hedge against fluctuations in the price of coffee. To ensure that we have an adequate supply of
coffee, however, we enter into agreements to purchase green coffee in the future that may or may not be fixed as to price. At December 18, 2002, we had commitments to purchase coffee through
fiscal year 2005 totaling $3,765,000 for 2,921,000 pounds of green coffee, all of which were fixed as to price. The coffee scheduled to be delivered to us throughout the remaining portion of this
fiscal year pursuant to these commitments will satisfy approximately 55%

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of our anticipated green coffee requirements for this fiscal year. Assuming we require approximately 798,000 additional pounds of green coffee during 2003 for which no price has yet been fixed, each
$0.01 per pound increase in the price of green coffee could result in $8,000 of additional cost. However, because the price we pay for green coffee is negotiated with suppliers, we believe that the
commodity market price for green coffee would have to increase significantly, by as much as $0.25 per pound, before suppliers would increase the price they charge us.

Item 4. Controls and Procedures.

Within the 90 days prior to the filing date of this report, we carried out an evaluation, under the supervision and with the participation of our
management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Exchange Act
Rule 13a-14. Based upon that evaluation, the Chief Executive Officer and the Chief Financial Officer concluded that our disclosure controls and procedures are effective in timely
alerting them to material information relating to us (including our subsidiaries) required to be included in our periodic SEC filings. There have been no significant changes in our internal controls
or in other factors that could significantly affect internal controls subsequent to the date of their evaluation.

PART IIOTHER INFORMATION

Item 1. Legal Proceedings.

In the ordinary course of our business, we may become involved in legal proceedings from time to time. During the twenty-four week period ending
December 18, 2002, we were not a party to any material legal proceedings.

Item 4. Submission of Matters to a Vote of Security Holders

The annual meeting of stockholders was held on December 2, 2002. Peter Churm, Martin Diedrich, Lawrence Goelman, Paul Heeschen, Randy Powell, and Richard
Spencer were elected to the board of directors to serve until the next annual meeting. In addition, the stockholders ratified the selection of KPMG LLP as our independent auditor for the fiscal year
ending July 2, 3003. The voting for the proposals was as set forth below.



All of our directors nominated for election as stated in our proxy statement were elected.

Director Nominee

Votes For

Votes Against or
WithheldPeter Churm

3,370,638

45,777Martin Diedrich

2,980,440

435,975Lawrence Goelman

3,370,628

45,787Paul Heeschen

3,370,398

46,017Randy Powell

3,409,253

7,162Richard Spencer

3,412,994

3,421


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The voting to ratify the selection of KPMG LLP as our independent auditor for the fiscal year ending July 2, 2003 was as follows:

|Proposal                                                                                                     |  | Votes For |  | Votes Against or
Withheld |  | Abstentions
|------------------------------------------------------------------------------------------------------------ |  | --------- |  | ------------------------- |  | -----------
|Ratification of the selection of KPMG LLP as our independent auditor for the fiscal year ending July 2, 2003 |  | 3,409,727 |  | 5,921                     |  | 767        

Item 5. Other Information.

Minimum Advance Notice of Stockholder Proposals.The proxy materials for the Diedrich Coffee 2002 annual meeting of the
stockholders were mailed to our stockholders on October 31, 2002. Any proposal that a stockholder desires to be considered for inclusion in the proxy statement for our 2003 annual meeting of
stockholders must be submitted to us prior to July 3, 2003 in a form that complies with applicable regulations. In the event a stockholder proposal is not submitted to us prior to
July 3, 2003, the proxies solicited by the board of directors for the 2003 annual meeting of the stockholders will confer authority to the holders of the proxies to vote the shares in their
discretion if the proposal is presented at the 2003 annual meeting of stockholders without any discussion of the proposal in the proxy statement for the meeting.

Resignation of Chief Executive Officer.On December 18, 2002, we announced that our Chief Executive Officer, Philip G.
Hirsch, had tendered his resignation. As planned, Mr. Hirsch's resignation became effective on January 3, 2003. Our board of directors has initiated a search for a replacement for
Mr. Hirsch.

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

(a)Exhibits.



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|Exhibit No. |  | Description                                                                                                                                                                                                     
|----------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|2.1         |  | Agreement and Plan of Merger dated as of March 16, 1999, by and among Diedrich Coffee, CP Acquisition Corp., a wholly owned subsidiary of Diedrich Coffee, and Coffee People (1)                                
|3.1         |  | Restated Certificate of Incorporation of the Company, dated May 11, 2001 (2)                                                                                                                                    
|3.2         |  | Bylaws of the Company (3)                                                                                                                                                                                       
|4.1         |  | Purchase Agreement for Series A Preferred Stock dated as of December 11, 1992 by and among Diedrich Coffee, Martin R. Diedrich, Donald M. Holly, SNV Enterprises and D.C.H., L.P. (3)                           
|4.2         |  | Purchase Agreement for Series B Preferred Stock dated as of June 29, 1995 by and among Diedrich Coffee, Martin R. Diedrich, Steven A. Lupinacci, Redwood Enterprises VII, L.P. and Diedrich Partners I, L.P. (3)
|4.3         |  | Specimen Stock Certificate (3)                                                                                                                                                                                  
|4.4         |  | Form of Conversion Agreement in connection with the conversion of Series A and Series B Preferred Stock into Common Stock (3)                                                                                   
|4.5         |  | Registration Rights Agreement, dated May 8, 2001 (2)                                                                                                                                                            
|4.6         |  | Form of Warrant, dated May 8, 2001 (2)                                                                                                                                                                          
|10.1        |  | Form of Indemnification Agreement (3)                                                                                                                                                                           
|10.2        |  | Amended and Restated Diedrich Coffee, Inc. 1996 Stock Incentive Plan (4)*                                                                                                                                       
|10.3        |  | Diedrich Coffee, Inc. 1996 Non-Employee Directors Stock Option Plan (3)*                                                                                                                                        
|10.4        |  | Agreement of Sale dated as of February 23, 1996 by and among Diedrich Coffee (as purchaser) and Brothers Coffee Bars, Inc. and Brothers Gourmet Coffees, Inc. (as sellers) (3)                                  
|10.5        |  | Form of Warrant Agreement made in favor of Nuvrty, Inc., the Ocean Trust and the Grandview Trust (6)                                                                                                            
|10.6        |  | Form of Common Stock and Option Purchase Agreement with Franchise Mortgage Acceptance Company dated as of April 3, 1998 (7)                                                                                     
|10.7        |  | Form of Franchise Agreement (9)                                                                                                                                                                                 
|10.8        |  | Form of Area Development Agreement (9)                                                                                                                                                                          
|10.9        |  | Form of Employment Agreement with Martin R. Diedrich dated June 29, 2001 (10)*                                                                                                                                  
|10.10       |  | Credit Agreement, dated as of July 7, 1999, by and among BankBoston, N.A., Diedrich Coffee and its subsidiaries (11)                                                                                            
|10.11       |  | Security Agreement, dated as of July 7, 1999, by and between BankBoston, N.A. and Diedrich Coffee (11)                                                                                                          
|10.12       |  | Securities Pledge Agreement, dated as of July 7, 1999, by and among BankBoston, N.A., Diedrich Coffee, and its subsidiaries (11)                                                                                
|10.13       |  | Trademark Security Agreement, dated as of July 7, 1999, by and among BankBoston, N.A., Diedrich Coffee and its subsidiaries (11)                                                                                
|10.14       |  | Form of Term Note made in favor of BankBoston, N.A. (11)                                                                                                                                                        
|            |  |                                                                                                                                                                                                                 

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|10.15 |  | Form of Revolving Note made in favor of BankBoston, N.A. (11)                                                                            
|----- |  | -----------------------------------------------------------------------------------------------------------------------------------------
|10.16 |  | Employment Agreement with Matt McGuinness effective March 13, 2000 (12)*                                                                 
|10.17 |  | First Amendment to Credit Agreement dated as of September 26, 2000 (12)                                                                  
|10.18 |  | Second Amendment to Credit Agreement dated as of February 26, 2001 (13)                                                                  
|10.19 |  | Letter Agreement re: employment with Carl Mount dated October 29, 1999 (14)*                                                             
|10.20 |  | Letter Agreement re: employment with Edward A. Apffel dated May 25, 2000 (14)*                                                           
|10.21 |  | Diedrich Coffee, Inc. 2000 Non-Employee Directors Stock Option Plan (15)*                                                                
|10.22 |  | Diedrich Coffee, Inc. 2000 Equity Incentive Plan (16)*                                                                                   
|10.23 |  | Common Stock and Warrant Purchase Agreement dated March 14, 2001 (17)                                                                    
|10.24 |  | Employment agreement with Philip G. Hirsch, dated March 20, 2002 (10)*                                                                   
|10.25 |  | Employment agreement with Philip G. Hirsch, effective as of September 1, 2002 (18)*                                                      
|10.26 |  | Credit Agreement, dated September 3, 2002, by and between Diedrich Coffee, Inc. and Bank of the West d/b/a/ United California Bank (18)  
|10.27 |  | Form of Guaranty (18)                                                                                                                    
|10.28 |  | Form of Guarantor Security Agreement (18)                                                                                                
|10.29 |  | Form of Supplemental Security Agreement (18)                                                                                             
|10.30 |  | Security Agreement, dated September 3, 2002, by and between Diedrich Coffee, Inc. and Bank of the West d/b/a/ United California Bank (18)
|10.31 |  | Separation Agreement by and between Diedrich Coffee, Inc. and Philip G. Hirsch*                                                          
|10.32 |  | First Amendment to Credit Agreement by and between Diedrich Coffee, Inc. and Bank of the West, effective December 17, 2002               
|99.1  |  | Certification Pursuant to USC Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002                         

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SIGNATURES

Pursuant to the requirements 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.

|                       |                                                                                                                                                                                
|---------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Date: January 30, 2003 | DIEDRICH COFFEE, INC.                                                                                                                                                          
|                       |                                                                                                                                                                                
|                       | /s/MATTHEW C. MCGUINNESSMatthew C. McGuinness Executive Vice
President and Chief Financial Officer
(Principal Executive Officer and Principal Financial and Accounting Officer)

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Certifications

I, Matthew C. McGuinness, certify that:



| |       |                                                                                                                                                                                 | 
| | ----- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
| | Date: | January 30, 2003                                                                                                                                                                | 
| |       |                                                                                                                                                                                 | 
| |       | /s/MATTHEW C. MCGUINNESSMatthew C. McGuinness Executive Vice
President and Chief Financial Officer
(Principal Executive Officer and Principal Financial and Accounting Officer) | 

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