The Companys Annual Report on Form 10-K and this Amendment No. 1 on Form 10-K/A omit the Report of Independent
Registered Public Accounting Firm and the Consent of Independent Registered Public Accounting Firm.



UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549



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FORM 10-K/A

AMENDMENT NO. 1 TO FORM 10-K





(Mark One)

| | þ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
| | - | ------------------------------------------------------------------------------------



| |  | For the fiscal year ended June 30, 2004
| |  | ---------------------------------------



OR



| |  ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
| | - | ----------------------------------------------------------------------------------------



Commission file number 0-21203



DIEDRICH COFFEE, INC.

(Exact Name of Registrant as Specified in Its Charter)



|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Delaware                                                       |  | 33-0086628                          
|(State or Other Jurisdiction of Incorporation or Organization) |  | (I.R.S. Employer Identification No.)



28 Executive Park,
Suite 200

Irvine, California 92614

(Address of Principal Executive Offices)



Registrants telephone number, including area code

(949) 260-1600



Securities registered pursuant to Section 12(b) of the Act:

None



Securities registered pursuant to Section 12(g) of the Act:

Common Stock,
$0.01 par value per share

(Title of Class)



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  [X]  No  [    ]



Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrants knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  [    ]



Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act Rule
12b-2).  Yes  [    ]  No  [X]



The aggregate market value of the registrants common stock held by non-affiliates of the registrant as of December 17, 2003 was $9,696,479.



The number of shares of the registrants common stock outstanding, as of September 21, 2004 was 5,162,757.



DOCUMENTS INCORPORATED BY REFERENCE



Portions of the registrants definitive proxy statement for its 2004
annual meeting of stockholders, which will be filed with the Securities and Exchange Commission within 120 days of June 30, 2004, are incorporated by reference into Part III of this report.



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EXPLANATORY NOTE



On September 28, 2004, Diedrich Coffee, Inc. (the Company) inadvertently filed its Annual Report on Form 10-K
for the fiscal year ended June 30, 2004 with the report of KPMG LLP, originally filed at page F-2 (the Report), and the consent of KPMG LLP, originally filed as Exhibit 23.1 (the Consent). The sole purpose of this Amendment
No. 1 to the Companys Form 10-K is remove the Report and the Consent from the Form 10-K. As a result of the removal of the Report and the Consent, the financial statements contained in the Form 10-K are deemed to be not audited, and will not
be audited unless and until KPMG provides its Report to the Company.



SIGNATURES



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



September 29, 2004



DIEDRICH COFFEE, INC.By:

/s/    Roger M.
LavertyRoger M. Laverty President and Chief Executive Officer