UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                            Washington, DC 20549-1004

                                    FORM 10-Q

[X]   QUARTERLY  REPORT  PURSUANT  TO  SECTION  13 OR  15(d)  OF THE  SECURITIES
      EXCHANGE ACT OF 1934

      For the quarterly period ended July 31, 2000

                                       OR

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

      For the transition period from ____________ to _______________.

                           Commission file No. _______

                            COFFEE HOLDING CO., INC.

             (Exact name of registrant as specified in its charter)

                      Nevada                             11-2238111
         (state or other jurisdiction of               (IRS employer
          incorporation or organization)            identification number)

       4401 First Avenue, Brooklyn, New York               11232
       (address of principal executive offices)          (zip code)

        Registrant's telephone number, including area code (718) 832-0800

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

                                      None
                                (Title of Class)

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

                                      None
                                (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 and 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___  No__X__.

As of September 30, 2000, the Registrant had 3,999,650 shares of common stock,
par value $.001 per share, outstanding.


                                       1
<PAGE>

                                     PART I

                            COFFEE HOLDING CO., INC.

ITEM 1.    FINANCIAL STATEMENTS


                                       2
<PAGE>

                            COFFEE HOLDING CO., INC.

                INDEX TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

                                                                         PAGE
                                                                         ----

CONDENSED BALANCE SHEETS
  JULY 31, 2000 AND OCTOBER 31, 1999                                      F-2

CONDENSED STATEMENTS OF OPERATIONS
  NINE AND THREE MONTHS ENDED JULY 31, 2000 AND 1999                      F-3

CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS'
EQUITY (DEFICIENCY)
  NINE MONTHS ENDED JULY 31, 2000                                         F-4

CONDENSED STATEMENTS OF CASH FLOWS
  NINE MONTHS ENDED JULY 31, 2000 AND 1999                                F-5

NOTES TO CONDENSED FINANCIAL STATEMENTS                                 F-6/10

                                      * * *


                                      F-1
<PAGE>

                            COFFEE HOLDING CO., INC.

                            CONDENSED BALANCE SHEETS
                       JULY 31, 2000 AND OCTOBER 31, 1999

<TABLE>
<CAPTION>
                                                                        July                   October
                                  ASSETS                              31, 2000                 31, 1999
                                  ------                              --------                 --------
                                                                     (Unaudited)             (See Note 1)
<S>                                                                   <C>                     <C>
Current assets:
     Cash                                                             $  199,239              $  265,044
     Due from broker                                                      99,602                 281,064
     Accounts receivable, net of allowance for doubtful
        accounts of $232,210 and $227,210                              1,414,263               2,416,700
     Inventories                                                       1,458,826               1,478,485
     Prepaid expenses and other current assets                            24,676                  59,565
                                                                      ----------              ----------
           Total current assets                                        3,196,606               4,500,858
Property and equipment, at cost, net of accumulated
     depreciation of $2,081,865 and $1,908,410                         1,889,864               1,983,317
Cash equivalents restricted under credit facility                        256,377
Deposits and other assets                                                 89,756                  27,423
                                                                      ----------              ----------
           Totals                                                     $5,432,603              $6,511,598
                                                                      ==========              ==========

<CAPTION>
                            LIABILITIES AND
                   STOCKHOLDERS' EQUITY (DEFICIENCY)
                   ---------------------------------

Current liabilities:
     Current portion of term loan                                     $  106,380              $   87,312
     Current portion of obligations under capital leases                  76,910                 202,743
     Accounts payable and accrued expenses                             2,468,224               3,709,297
                                                                      ----------              ----------
           Total current liabilities                                   2,651,514               3,999,352
Term loan, net of current portion                                        107,563                 192,119
Line of credit borrowings                                              2,025,538               2,445,130
Obligations under capital leases, net of current portion                                          46,161
Loans from related parties                                               419,010                 148,014
                                                                      ----------              ----------
           Total liabilities                                           5,203,625               6,830,776
                                                                      ----------              ----------

Commitments and contingencies
Stockholders' equity (deficiency):
     Preferred stock, par value $.001 per share;
        10,000,000 shares authorized; none issued                             --                      --
     Common stock, par value $.001 per share;
        30,000,000 shares authorized, 3,999,650
        shares issued and outstanding                                      4,000                   4,000
     Additional paid-in capital                                          743,985                 480,997
     Accumulated deficit                                                (519,007)               (804,175)
                                                                      ----------              ----------
           Total stockholders' equity (deficiency)                       228,978                (319,178)
                                                                      ----------              ----------
           Totals                                                     $5,432,603              $6,511,598
                                                                      ==========              ==========
</TABLE>

See Notes to Condensed Financial Statements.


                                      F-2
<PAGE>

                            COFFEE HOLDING CO., INC.

                       CONDENSED STATEMENTS OF OPERATIONS
               NINE AND THREE MONTHS ENDED JULY 31, 2000 AND 1999
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                       Nine Months                          Three Months
                                                      Ended July 31,                        Ended July 31,
                                                ---------------------------          ---------------------------
                                                    2000            1999                 2000            1999
                                                -----------     -----------          -----------     -----------
<S>                                             <C>             <C>                  <C>             <C>
Net sales                                       $14,021,517     $17,231,006          $ 3,956,506     $ 4,414,575
Cost of sales                                    11,761,916      14,589,571            3,334,691       3,727,221
                                                -----------     -----------          -----------     -----------
Gross profit                                      2,259,601       2,641,435              621,815         687,354
                                                -----------     -----------          -----------     -----------
Operating expenses:
  Selling and administrative                      1,368,606       1,340,595              440,878         329,553
  Officers' salaries                                213,912         217,500               74,499          78,077
                                                -----------     -----------          -----------     -----------
        Totals                                    1,582,518       1,558,095              515,377         407,630
                                                -----------     -----------          -----------     -----------
Income from operations                              677,083       1,083,340              106,438         279,724
Interest expense                                    226,915         249,149               78,552          66,954
                                                -----------     -----------          -----------     -----------
Income before income taxes                          450,168         834,191               27,886         212,770
Provision for income taxes                          165,000          15,000                8,000          15,000
                                                -----------     -----------          -----------     -----------
Net income                                      $   285,168     $   819,191          $    19,886     $   197,770
                                                ===========     ===========          ===========     ===========
Basic earnings per share                               $.07            $.20                  $--            $.05
                                                       ====            ====                  ===            ====
Basic weighted average common
  shares outstanding                              3,999,650       3,999,650            3,999,650       3,999,650
                                                ===========     ===========          ===========     ===========
</TABLE>

See Notes to Condensed Financial Statements.


                                      F-3
<PAGE>

                            COFFEE HOLDING CO., INC.

       CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIENCY)
                         NINE MONTHS ENDED JULY 31, 2000
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                         Common Stock           Additional
                                                     ----------------------       Paid-in       Accumulated
                                                       Shares       Amount        Capital         Deficit          Total
                                                     ---------    ---------     ----------      -----------        -----
<S>                                                  <C>            <C>          <C>             <C>            <C>
Balance, November 1, 1999                            3,999,650      $4,000       $480,997        $(804,175)     $(319,178)

Capital contribution                                                              262,988                         262,988

Net income                                                                                         285,168        285,168
                                                     ---------      ------       --------        ---------      ---------
Balance, July 31, 2000                               3,999,650      $4,000       $743,985        $(519,007)     $ 228,978
                                                     =========      ======       ========        =========      =========
</TABLE>

See Notes to Condensed Financial Statements.


                                      F-4
<PAGE>

                            COFFEE HOLDING CO., INC.

                       CONDENSED STATEMENTS OF CASH FLOWS
                    NINE MONTHS ENDED JULY 31, 2000 AND 1999
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                          2000                  1999
                                                                                      -----------            ---------
<S>                                                                                   <C>                    <C>
Operating activities:
     Net income                                                                       $   285,168            $ 819,191
     Adjustments to reconcile net income to net cash
        provided by operating activities:
        Depreciation and amortization                                                     173,455              188,331
        Bad debts                                                                           5,000
        Write-off of deferred mortgage costs                                                                    55,063
        Changes in operating assets and liabilities:
           Due from broker                                                                181,462               92,252
           Accounts receivable                                                            997,437              465,179
           Inventories                                                                     19,659             (301,740)
           Prepaid expenses and other current assets                                       34,889               35,462
           Deposits and other assets                                                      (62,333)              83,436
           Accounts payable and accrued expenses                                       (1,241,073)            (916,493)
                                                                                      -----------            ---------
               Net cash provided by operating activities                                  393,664              520,681
                                                                                      -----------            ---------
Investing activities - purchases of property and equipment                                (80,002)             (48,011)
                                                                                      -----------            ---------
Financing activities:
     Principal payments on mortgage note payable                                                              (600,000)
     Decrease in cash and cash equivalents restricted
        under mortgage note                                                                                    432,965
     Increase in cash equivalents restricted under credit facility                       (256,377)
     Principal payments on term loan                                                      (65,488)             (65,487)
     Net payments of obligations under bank line of credit                               (419,592)            (144,865)
     Principal payments of obligations under capital leases                              (171,994)            (160,079)
     Advances from related parties                                                        270,996               64,796
     Capital contribution                                                                 262,988
                                                                                      -----------            ---------
               Net cash used in financing activities                                     (379,467)            (472,670)
                                                                                      -----------            ---------
Net decrease in cash                                                                      (65,805)                  --

Cash, beginning of period                                                                 265,044                   --
                                                                                      -----------            ---------
Cash, end of period                                                                   $   199,239            $      --
                                                                                      ===========            =========
Supplemental disclosure of cash flow data:
     Interest paid                                                                    $   222,968            $ 249,149
                                                                                      ===========            =========
</TABLE>

See Notes to Condensed Financial Statements.


                                      F-5
<PAGE>

                            COFFEE HOLDING CO., INC.

                NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

Note 1 - Business activities:
      Coffee  Holding  Co.,  Inc.  (the  "Company")  conducts  wholesale  coffee
      operations,  including manufacturing,  roasting, packaging,  marketing and
      distributing  roasted and blended coffees for private labeled accounts and
      its own brands, and sells green coffees. The Company's sales are primarily
      to customers that are located throughout the United States.

Note 2 - Basis of presentation:
      In  the  opinion  of  management,  the  accompanying  unaudited  condensed
      financial  statements  reflect  all  adjustments,   consisting  of  normal
      recurring accruals,  necessary to present fairly the financial position of
      the Company as of July 31, 2000,  its results of  operations  for the nine
      and  three  months   ended  July  31,  2000  and  1999,   its  changes  in
      stockholders'  equity for the nine months ended July 31, 2000 and its cash
      flows  for the nine  months  ended  July 31,  2000 and  1999.  Information
      included in the balance sheet as of October 31, 1999 has been derived from
      the  Company's  audited  balance sheet  included in the  Company's  Annual
      Report on Form 10-K for the year ended  October 31, 1999 (the "Form 10-K")
      previously filed with the Securities and Exchange  Commission (the "SEC").
      Pursuant to generally  accepted  accounting  principles  and the rules and
      regulations  of  the  SEC  for  interim  financial   statements,   certain
      information  and  disclosures  normally  included in financial  statements
      prepared in accordance with generally accepted accounting  principles have
      been  condensed  or  omitted  from  these  financial   statements   unless
      significant  changes  have taken  place  since the end of the most  recent
      fiscal year.  Accordingly,  these unaudited condensed financial statements
      should be read in conjunction with the audited financial  statements,  the
      related notes to the financial statements and the other information in the
      Form 10-K.

      Operating  results for the nine month periods ended July 31, 2000 and 1999
      are not necessarily indicative of the results that may be expected for the
      years ending October 31, 2000 and 1999.

Note 3 - Inventories:
      Inventories  at July 31,  2000  and  October  31,  1999  consisted  of the
      following:

                                                     July               October
                                                   31, 2000             31, 1999
                                                 ----------           ----------
      Packed coffee                              $  387,071           $  211,620
      Green coffee                                  675,711              892,344
      Packaging supplies                            396,044              374,521
                                                 ----------           ----------
             Totals                              $1,458,826           $1,478,485
                                                 ==========           ==========


                                      F-6
<PAGE>

                            COFFEE HOLDING CO., INC.

                NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

Note 3 - Inventories (concluded):
      Historically,  the Company has used short-term  coffee futures and options
      contracts  primarily for the purpose of hedging and minimizing the effects
      of changing  green coffee  prices,  as further  explained in Note 2 of the
      notes to financial  statements  in the Form 10-K.  At July 31,  2000,  the
      Company held options  covering an aggregate of $1,125,000  pounds of green
      coffee beans which are exercisable in fiscal 2000 at $1.00 per pound.  The
      fair  market  value of these  options,  which  was  obtained  from a major
      financial institution, was approximately $5,625 at July 31, 2000. Due from
      broker  includes the effects of  unrealized  hedging  gains of $290,221 at
      July 31,  2000 and  unrealized  hedging  losses of $198,532 at October 31,
      1999.

      In addition,  during the three  months  ended July 31,  2000,  the Company
      began to acquire futures  contracts with longer terms  (generally three to
      four months)  primarily for the purpose of guaranteeing an adequate supply
      of green coffee.  At July 31, 2000, the Company held  longer-term  futures
      contracts  for the  purchase of  1,687,500  pounds of coffee at an average
      price of $.97 per pound.  The fair market  price of coffee  applicable  to
      such  contracts  was  $.8645  per  pound  at that  date.  Generally,  such
      contracts  are marked to market on a daily basis,  and realized  gains and
      losses are included in cost of sales.

Note 4 - Credit facility borrowings:
      The Company was obligated for borrowings during the nine months ended July
      31,  2000 and 1999  under a credit  facility  provided  by Bank of America
      Commercial   Finance   Corporation   ("BACFC"),   formerly   Nationscredit
      Commercial Corp., consisting of a revolving line of credit and a term loan
      that as of July 31, 2000 was  scheduled to expire on November 20, 2000, as
      further  explained in Note 7 of the notes to financial  statements  in the
      Form 10-K.

      The line of credit  provides for maximum  borrowings  of  $5,000,000.  The
      outstanding  balance  under the line of credit of  $2,025,538  at July 31,
      2000  approximated the maximum amount that the Company could have borrowed
      based on its eligible trade accounts receivable and inventories as of that
      date. The term loan, which had an outstanding  balance of $213,943 at July
      31, 2000,  provides for borrowings of up to the greater of 80% of the cost
      of eligible  equipment  or $500,000.  Interest was payable  monthly at the
      prime rate plus 1% (an effective rate of 10.5% at July 31, 2000).  At July
      31,  2000,  two  of  the  Company's   stockholders   had  each  guaranteed
      outstanding  borrowings under the credit facility of up to $100,000,  plus
      interest and other costs and  expenses,  as defined,  and the Company also
      had  $256,377 in a  noninterest  bearing  money  market  account  that was
      deposited  with BACFC during the nine months ended July 31, 2000 to secure
      outstanding borrowings under the credit facility.


                                      F-7
<PAGE>

                            COFFEE HOLDING CO., INC.

                NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

Note 4 - Credit facility borrowings (concluded):
      As a result of  amendments  to the  agreements  with Wells Fargo  Business
      Credit, the assignee of BACFC, that became effective on November 29, 2000,
      interest on borrowings  under the line of credit and the term loan will be
      payable  monthly at .5% and .75% above the prime rate,  respectively;  the
      credit  facility  will not  expire  until  November  20,  2002;  term loan
      principal  payments  will  increase  from  $7,276  to  $10,000  per  month
      commencing January 1, 2001; the amount of borrowings guaranteed by each of
      the two stockholders  increased to $500,000;  and the Company's ability to
      continue to use the credit  facility will become subject to its ability to
      meet  specified   financial   covenants  and  ratios.  In  addition,   the
      outstanding  balance  under  the  line  of  credit  and a  portion  of the
      outstanding  balance  under  the term loan were  classified  as  long-term
      liabilities in the  accompanying  July 31, 2000 balance sheet based on the
      Company's  ability to either defer  payments  until,  or make  installment
      payments through, November 20, 2002.

Note 5 - Income taxes:
      The  Company's  provision  for income  taxes for the nine and three months
      ended July 31, 2000 and 1999 was comprised as follows:

                                           Nine Months           Three Months
                                          Ended July 31,        Ended July 31,
                                       -------------------   -------------------
                                         2000       1999       2000       1999
                                       --------   --------   --------   --------

      Federal                          $ 87,000   $ 9,700   $  5,000    $ 9,700
      State                              36,000     2,200      1,000      2,200
      Local                              42,000     3,100      2,000      3,100
                                       --------   -------   --------    -------

         Provision for income taxes    $165,000   $15,000   $  8,000    $15,000
                                       ========   =======   ========    =======

      The differences  between the tax provision computed based on the Company's
      pre-tax  income  and the  applicable  statutory  income  tax  rate and the
      Company's  provisions  for  Federal,  state and local income taxes for the
      nine and three months ended July 31, 2000 and 1999 are set forth below:

<TABLE>
<CAPTION>
                                                    Nine Months               Three Months
                                                   Ended July 31,            Ended July 31,
                                                ---------------------    ----------------------
                                                  2000         1999         2000         1999
                                                --------    ---------    ---------    ---------
<S>                                             <C>         <C>            <C>        <C>
Tax provision at statutory rate of 34%          $177,000    $ 284,000      $5,000     $ 73,000
Adjustments for effects of:
   State income taxes, net of Federal benefit     54,000       94,000       3,000       26,000
   Change in valuation allowance                 (66,000)    (363,000)                 (84,000)
                                                --------    ---------      ------     --------

       Provision for income taxes               $165,000    $  15,000      $8,000     $ 15,000
                                                ========    =========      ======     ========
</TABLE>


                                      F-8
<PAGE>

                            COFFEE HOLDING CO., INC.

                NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

Note 5 - Income taxes (concluded):
      As explained in Note 9 of the notes to  financial  statements  in the Form
      10-K, the Company had estimated net operating loss carryforwards remaining
      as of October  31,  1999 of  approximately  $191,000  available  to reduce
      future  Federal,  state  and local  taxable  income.  There  were no other
      material  temporary  differences  as of  October  31,  1999.  Due  to  the
      uncertainties  related to the extent  and timing of the  Company's  future
      taxable income,  the Company had offset the estimated  deferred tax assets
      of approximately  $89,000  attributable to the potential benefits from the
      net operating loss  carryforwards  as of October 31, 1999 by an equivalent
      valuation  allowance.  During the first  three  months of the nine  months
      ended  July  31,  2000,  the  Company  reversed  the  estimated  valuation
      allowance of $89,000 and reduced its provision for income taxes by $66,000
      based  on  the  actual  benefits  realized  from  the  utilization  of the
      remaining net operating loss carryforwards.

      The Company had net operating loss carryforwards of approximately $179,000
      and $800,000  available to reduce future Federal,  state and local taxable
      income as of April 30, 1999 and October 31, 1998, respectively. There were
      no other material  temporary  differences  as of those dates.  The Company
      also offset the deferred tax assets of approximately  $84,000 and $363,000
      attributable  to the  potential  benefits  from  the  net  operating  loss
      carryforwards as of April 30, 1999 and October 31, 1998, respectively,  by
      equivalent valuation  allowances.  Since the Company had pre-tax income of
      approximately  $834,000 for the nine months ended July 31, 1999 (including
      $213,000 for the three months ended July 31, 1999), the net operating loss
      carryforwards  and the related  valuation  allowance were eliminated as of
      July 31, 1999. As a result,  the  provisions for income taxes for the nine
      and  three  months  ended  July 31,  1999  were  partially  offset  by the
      reduction  in the  valuation  allowance  of $363,000 and $84,000 for those
      respective periods.

Note 6 - Earnings per share:
      The Company  presents "basic" and, if applicable,  "diluted"  earnings per
      common  share  pursuant  to  the  provisions  of  Statement  of  Financial
      Accounting  Standards  No. 128,  "Earnings  per Share" and  certain  other
      financial accounting pronouncements, as further explained in Note 2 of the
      notes to financial statements in the Form 10-K. Diluted earnings per share
      have not been presented  because the Company had no  potentially  dilutive
      securities  outstanding  during the nine and three  months  ended July 31,
      2000 and 1999.

Note 7 - Major customer:
      Approximately  19% of the  Company's  sales were derived from one customer
      during the nine  months  ended July 31,  2000 and 1999 (see Note 11 of the
      notes to financial statements in the Form 10-K).


                                      F-9
<PAGE>

                            COFFEE HOLDING CO., INC.

                NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

Note 8 - Stock option plan:
      As of July 31, 2000, no options had been granted under the Company's stock
      option plan (see Note 12 of the notes to financial  statements in the Form
      10-K).

Note 9 - Related party balances and transactions:
      The Company had loans payable to its stockholders of $419,010 and $148,014
      at July 31, 2000 and October 31, 1999, respectively.  The loans are due on
      demand and bear interest at 10%.  Interest  expense totaled  approximately
      $24,800  and $10,500 for the nine and three  months  ended July 31,  2000,
      respectively,  and was not  material  for the nine and three  months ended
      July 31, 1999.

      During the nine months ended July 31, 2000, a  stockholder  made a capital
      contribution  of $262,988 to the Company  which  represented a return of a
      portion of a dividend  paid during a period in which the Company was taxed
      as an "S" Corporation.

      During the nine months ended July 31, 1999,  the Company loaned a total of
      $300,000 to a stockholder.  The loans, which were repaid in February 1999,
      bore interest at 10% (interest  income  attributable  to the loans was not
      material for the nine months ended July 31, 1999).

                                      * * *


                                      F-10
<PAGE>

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

Forward Looking Statements

      The Private Securities Litigation Reform Act of 1995 (the "Act") provides
a safe harbor for forward-looking statements made by or on behalf of the
Company. Coffee Holding and its representatives may from time to time make
written or oral forward-looking statements, including statements contained in
this report and in our other filings with the Securities and Exchange
Commission. These statements use words such as "believes", "expects", "intends",
"plans", "may", "will", "should", "anticipates" and other similar expressions.
All statements which address operating performance, events or developments that
the Company expects or anticipates will occur in the future, including
statements relating to volume growth, share of sales or statements expressing
general optimism about future operating results, are forward looking statements
within the meaning of the Act. The forward looking statements are and will be
based on management's then current views and assumptions regarding future events
and operating performance. We cannot assure that anticipated results will be
achieved since actual results may differ materially because of risks and
uncertainties. We do not undertake to revise these statements to reflect
subsequent developments.

     The following are some of the factors that could cause actual results to
differ materially from in our forward-looking statements:

      o     the impact of rapid or persistent fluctuations in the price of
            coffee beans;
      o     fluctuations in the supply of coffee beans;
      o     general economic conditions and conditions which affect the market
            for coffee;
      o     the effects of any loss of major customers;
      o     the effects of competition from other coffee manufacturers and other
            beverage alternatives;
      o     changes in consumption of coffee; and
      o     other risks which we identify in future filings with the SEC.

      You are strongly encouraged to consider these factors when evaluating
forward looking statements in this quarterly report. We undertake no
responsibility to update any forward-looking statements contained in this
report.

Nine Months Ended July 31, 2000 Compared to Nine Months Ended July 31, 1999

      Net sales totaled $14,021,517 in the nine months ended July 31, 2000, a
decrease of $3,209,489 or 19% from $17,231,006 in the nine months ended July 31,
1999. The Company's selling prices continued to decrease in response to
gradually declining green coffee purchase prices. Beginning at the end of 1998,
the purchase price of green coffee began a gradual decline that, with the
exception of brief price surges, continued through to July 31, 2000. In
addition, the Company lost one of its largest wholesale customers in the quarter
ended January 31, 2000. Although this customer made some purchases during the
quarter ended April 30, 2000 and the quarter ended July 31, 2000, those
purchases were significantly below historical levels and are expected to
continue to be below historical levels. The Company expects its net sales in the
fourth quarter and for the fiscal year ended October 31, 2000 to be negatively
impacted by the loss of this customer. The Company expects that this loss in
sales will be partially offset by sales to new customers.

      Cost of sales in the nine months ended July 31, 2000 was $11,761,916 or
84% of net sales, as compared to $14,589,571, or 85% of net sales in the nine
months ended July 31, 1999. The decrease in cost of sales was attributable to a
gradual decline in green coffee purchase prices enabling the Company to purchase
inventory at lower prices. Although green coffee purchase prices surged in
November and December 1999, that surge was temporary and the Company's inventory
position enabled it to forego purchases during the price surge.

      The Company's gross profit in the nine months ended July 31, 2000 was
$2,259,601, a decrease of $381,834 or 14% from $2,641,435 in the nine months
ended July 31, 1999. Gross profits were down on a comparison basis due to the
decrease in net sales in the nine months ended July 31, 2000 as compared to the
period a year ago. Gross profit as a percentage of net sales increased by 1% to
16% in the nine months ended July 31, 2000 from 15% in the nine months ended
July 31, 1999. Margins improved slightly primarily due to lower inventory costs
as a result of the overall decline in green coffee purchase prices.

      Selling and administrative expenses were $1,368,606 in the nine months
ended July 31, 2000, an increase of $28,011 or 2% from $1,340,595 in the nine
months ended July 31, 1999. As a percentage of net sales, this change
represented a 2% increase from 8% in the nine months ended July 31, 1999 to 10%
in the nine months ended July 31, 2000.


                                       3
<PAGE>

      Interest expense decreased $22,234 or 9% from $249,149 in the nine months
ended July 31, 1999 to $226,915 in the nine months ended July 31, 2000. This
decrease was due to lower borrowings on the Company's asset based line of
credit.

      Primarily as a result of a decrease in net sales that exceeded the
decrease in cost of sales, the Company had income of $450,168 before income
taxes in the nine months ended July 31, 2000 compared to income of $834,191
before income taxes in the nine months ended July 31, 1999, a decrease of 46%.

      The Company's provision for income taxes for the nine months ended July
31, 2000 totaled $165,000 as compared to a provision for income taxes of $15,000
for the nine months ended July 31, 1999. The differences between the tax
provision computed based on the Company's pre-tax income and the applicable
statutory income tax rate and the Company's provisions for Federal, state and
local income taxes for the nine months ended July 31, 2000 and 1999 are set
forth below:

<TABLE>
<CAPTION>
                                                                        Nine Months
                                                                      Ended July 31,
                                                                      --------------
                                                                   2000            1999
                                                                 --------        --------
<S>                                                              <C>             <C>
       Tax provision at statutory rate of 34%                    $177,000        $284,000
       Adjustments for effects of:
                State income taxes, net of Federal benefit         54,000          94,000
                Change in valuation allowance                     (66,000)       (363,000)
                                                                 --------        --------

                Provision for income taxes                       $165,000        $ 15,000
                                                                 ========        ========
</TABLE>

      As further explained in Note 5 of the notes to financial statements
elsewhere herein, the Company had estimated net operating loss carryforwards
remaining as of October 31, 1999 of approximately $191,000 available to reduce
future Federal, state and local taxable income. Due to the uncertainties related
to the extent and timing of the Company's future taxable income, the Company had
offset the estimated deferred tax assets of approximately $89,000 attributable
to the potential benefits from the net operating loss carryforwards as of
October 31, 1999 by an equivalent valuation allowance. During the first three
months of the nine months ended July 31, 2000, the Company reversed the
estimated valuation allowance of $89,000 and reduced its provision for income
taxes by $66,000 based on the actual benefits realized from the utilization of
the remaining net operating loss carryforwards.

      The Company also offset the deferred tax assets of approximately $363,000
attributable to the potential benefits from the net operating loss carryforwards
as of October 31, 1998 by an equivalent valuation allowance. Since the Company
had pre-tax income of approximately $834,000 for the nine months ended July 31,
1999, the net operating loss carryforwards and the related valuation allowance
were eliminated as of July 31, 1999. As a result, the provision for income taxes
for the nine months ended July 31, 1999 was partially offset by the reduction in
the valuation allowance of $363,000 for that period.

      As a result, the Company had net income of $285,168, or $.07 per share, in
the nine months ended July 31, 2000 compared to net income of $819,191, or $.20
per share, in the nine months ended July 31, 1999.

Three Months Ended July 31, 2000 Compared to Three Months Ended July, 31, 1999

      Net sales totaled $3,956,506 in the three months ended July 31, 2000, a
decrease of $458,069 or 10% from $4,414,575 in the three months ended July 31,
1999. The Company's selling prices decreased slightly in response to gradually
declining green coffee purchase prices. In addition, the Company lost one of its
largest wholesale customers in the quarter ended January 31, 2000. Although this
customer made some purchases during the quarter ended July 31, 2000, those
purchases were significantly below historical levels and are expected to
continue to be below historical levels. The Company expects its net sales in the
fourth quarter and for the fiscal year ended October 31, 2000 to be negatively
impacted by the loss of this customer. The Company expects that this loss in
sales will be partially offset by sales to new customers.

      Cost of sales in the three months ended July 31, 2000 was $3,334,691, or
84% of net sales, as compared to $3,727,221, or 84% of net sales in the three
months ended July 31, 1999.


                                       4
<PAGE>

         The Company's gross profit in the three months ended July 31, 2000 was
$621,815, a decrease of $65,539 or 10% from $687,354 in the three months ended
July 31, 1999. Gross profits were down on a comparable basis due to the decrease
in net sales in the three months ended July 31, 2000 as compared to the period a
year ago. Gross profit as a percentage of net sales stayed the same at 16% in
the three months ended July 31, 2000.

         Selling and administrative expenses were $440,878 in the three months
ended July 31, 2000, an increase of $111,325 or 34% from $329,553 in the three
months ended July 31, 1999. As a percentage of net sales, this change
represented a 4% increase from 7% in the three months ended July 31, 1999 to 11%
in the three months ended July 31, 2000. The increase was primarily attributable
to higher professional fees incurred in connection with the preparation of
reports filed by the Company with the Securities and Exchange Commission and
increased freight expenses.

         Interest expense increased $11,598 or 17% from $66,954 in the three
months ended July 31, 1999 to $78,552 in the three months ended July 31, 2000.

         Primarily as a result of a decrease in net sales and an increase in
selling and administrative expenses that exceeded the decrease in cost of sales,
the Company had income of $27,886 before income taxes in the three months ended
July 31, 2000 compared to income of $212,770 before income taxes in the three
months ended July 31, 1999, a decrease of 87%.

         The Company's provision for income taxes for the three months ended
July 31, 2000 totaled $8,000 as compared to a provision of $15,000 for income
taxes for the three months ended July 31, 1999. The differences between the tax
provision computed based on the Company's pre-tax income and the applicable
statutory income tax rate and the Company's provisions for Federal, state and
local income taxes for the three months ended July 31, 2000 and 1999 are set
forth below:

<TABLE>
<CAPTION>
                                                                        Three Months
                                                                       Ended July 31,
                                                                       --------------
                                                                    2000            1999
                                                                  -------        --------
<S>                                                               <C>            <C>
       Tax provision at statutory rate of 34%                     $ 5,000        $ 73,000
       Adjustments for effects of:
                State income taxes, net of Federal benefit          3,000          26,000
                Change in valuation allowance                                     (84,000)
                                                                  -------        --------

                Provision for income taxes                        $ 8,000        $ 15,000
                                                                  =======        ========
</TABLE>

      As explained above, the Company had utilized all of its remaining net
operating loss carryforwards during the first three months of the nine months
ended July 31, 2000 and, accordingly, the Company's provision for income taxes
during the three months ended July 31, 2000 was not affected by a change in any
valuation allowance for deferred taxes. As further explained in Note 5 of the
notes to the financial statements elsewhere herein, the Company had offset the
estimated deferred tax assets of approximately $84,000 attributable to the
potential benefits from the net operating loss carryforward as of April 30, 1999
by an equivalent valuation allowance. Since the Company had pre-tax income of
approximately $834,000 for the nine months ended July 31, 1999 (including
$213,000 for the three months ended July 31, 1999), the net operating loss
carryforwards and the related valuation allowance were eliminated as of July 31,
1999. As a result, the provision for income taxes for the three months ended
July 31, 1999 was partially offset by the reduction in the valuation allowance
of $84,000 for that period.

      As a result, the Company had net income of $19,886, less than $.01 per
share, in the three months ended July 31, 2000 compared to net income of
$197,770, or $.05 per share, in the three months ended July 31, 1999.

Liquidity and Capital Resources

      The Company had net income of approximately $285,000 during the nine
months ended July 31, 2000. As of July 31, 2000, the Company had total
stockholders' equity of $229,000, which increased by $548,000 from its total
stockholders' deficiency of $319,000 as of October 31, 1999. The Company had a
cash balance of $199,000, which decreased by $66,000 from its cash balance of
$265,000 as of October 31, 1999, and working capital of $545,000 as of July 31,
2000, compared to working capital of $502,000 as of October 31, 1999.


                                       5
<PAGE>

      The Company has a credit facility from Bank of America Commercial Finance
Corporation ("BACFC") (formerly Nationscredit Commercial Corp.) that provides
for a revolving line of credit of up to $5,000,000 based on eligible trade
accounts receivable and inventories and a term loan for equipment purchases of
up to $500,000. The line of credit provides for borrowings of up to 85% of the
Company's eligible trade accounts receivable and 60% of its eligible
inventories. The outstanding balance of approximately $2,026,000 under the line
of credit as of July 31, 2000 approximated the maximum amount that the Company
could borrow based on its eligible trade accounts receivable and inventories as
of that date. The outstanding balance under the term loan was approximately
$214,000 as of July 31, 2000. Interest was payable monthly at the prime rate
plus 1% (an effective rate of 10.5% at July 31, 2000). At July 31, 2000, two of
the Company's stockholders had each guaranteed outstanding borrowings under the
credit facility of up to $100,000, plus interest and other costs and expenses,
and the Company also had approximately $256,000 in a noninterest bearing money
market account that was deposited with BACFC during the nine months ended July
31, 2000 to secure outstanding borrowings under the credit facility.

      At July 31, 2000, the credit facility was due to expire on November 20,
2000. As a result of amendments to the agreements with Wells Fargo Business
Credit, the assignee of BACFC, that became effective on November 29, 2000, the
credit facility was extended. The amendments included the following:

      o     interest on borrowings under the line of credit and the term loan
            will be payable monthly at .5% and .75% above the prime rate,
            respectively;
      o     the credit facility will not expire until November 20, 2002;
      o     term loan principal payments will increase from $7,276 to $10,000
            per month commencing January 1, 2001;
      o     the amount of borrowings guaranteed by each of the two stockholders
            increased to $500,000; and
      o     the Company's ability to continue to use the credit facility will
            become subject to its ability to meet specified financial covenants
            and ratios.

In addition, the outstanding balance under the line of credit and a portion of
the outstanding balance under the term loan were classified as long-term
liabilities in the Company's July 31, 2000 condensed balance sheet based on the
Company's ability to either defer payments until, or make installment payments
through, November 20, 2002.

      During the nine months ended July 31, 2000, the Company's operating
activities provided net cash of $394,000 primarily as a result of the net income
generated during the period, adjusted to eliminate the effects of charges for
depreciation and amortization, and decreases in amounts due from broker and
accounts receivable, which were partially offset by a decrease in accounts
payable and accrued expenses.

      During the nine months ended July 31, 2000, the Company used approximately
$657,000 of its cash resources to reduce its line of credit, term loan and
capital lease obligations. Capital expenditures totaled $80,000 during the
period. Management presently does not expect to make any significant capital
expenditures during the remainder of fiscal 2000. The Company also received
short-term advances of $271,000 from a related party and a capital contribution
of $263,000 from a stockholder which represented a return of a portion of a
dividend paid during a period in which the Company was taxed as an "S"
Corporation.

Year 2000

      The Year 2000 issue concerns the possible inability of information systems
and non-information systems with embedded technology to properly recognize and
process date sensitive information beyond December 31, 1999. The Company did not
experience any systems problems related to Year 2000 issues. The Company's
information and non-information systems functioned normally. The Company's
business with its suppliers and customers was not affected by Year 2000 issues.
The Company did experience some reduction in inventory purchases from its
wholesale customers in November and December 1999 as the customers did not want
to carry a large inventory ahead of the Year 2000. The Company does not
presently anticipate making any expenditures in the fiscal year ending October
31, 2000 for Year 2000 items.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS

      Market risks relating to the Company's results of operations result
primarily from changes in interest rates and commodity prices as further
described below.


                                       6
<PAGE>

Interest Rate Risks

      The Company is subject to market risk from exposure to fluctuations in
interest rates. At July 31, 2000, the Company's long-term debt, other than
capitalized leases, consisted of approximately $419,000 of fixed rate debt and
approximately $2,239,000 of variable rate debt under its revolving line of
credit and term loan. Interest on the variable rate debt was payable primarily
at 1% above a specified prime rate (an effective rate of 10.5% at July 31,
2000). The Company does not expect changes in interest rates to have a material
effect on results of operations or cash flows in the remainder of 2000, although
there can be no assurance that interest rates will not significantly change.

Commodity Price Risks

      The supply and price of coffee beans are subject to volatility and are
influenced by numerous factors which are beyond the Company's control.
Historically, the Company has used short-term coffee futures and options
contracts primarily for the purpose of hedging and minimizing the effects of
changing green coffee prices, as further explained in Note 2 of the notes to
financial statements in the Company's Annual Report on Form 10-K for the fiscal
year ended October 31, 1999. In addition, during the three months ended July 31,
2000, the Company began to acquire futures contracts with longer terms
(generally three to four months) primarily for the purpose of guaranteeing an
adequate supply of green coffee. The use of these derivative financial
instruments has enabled the Company to mitigate the effect of changing prices
although it generally remains exposed to loss when prices surge significantly in
a short period of time. The Company generally has been able to pass green coffee
price increases through to its customers, thereby maintaining its gross profits.
However, the Company cannot predict whether it will be able to pass inventory
price increases through to its customers in the future.

      At July 31, 2000, the Company held options covering an aggregate of
1,125,000 pounds of green coffee beans which are exercisable in fiscal 2000 at
$1.00 per pound. The fair market value of these options, which was obtained from
a major financial institution, was approximately $5,625 at July 31, 2000.

      At July 31, 2000, the Company held longer-term futures contracts for the
purchase of 1,687,500 pounds of coffee at an average price of $.97 per pound.
The fair market price of coffee applicable to such contracts was $.8645 per
pound at that date. Generally, such contracts are marked to market on a daily
basis, and realized gains and losses are included in cost of sales.

      The table below provides information about the Company's green coffee
inventory and futures contracts that are sensitive to changes in commodity
prices, specifically green coffee prices. For inventory, the table presents the
carrying amount and fair value at July 31, 2000. For the future contracts, the
table presents the notional amounts in pounds, the weighted average contract
prices, and the total dollar contract amount by expected maturity dates, the
latest of which occurs within one year from the reporting date. Contract amounts
are used to calculate the contractual payments and quantity of green coffee to
be exchanged under the futures contracts.

<TABLE>
<CAPTION>
                                            July 31, 2000

                                                                    Carrying           Fair
                                                                    Amount             Value
<S>                                        <C>                     <C>            <C>
On balance sheet commodity position and
related derivatives

         Green coffee inventory                                     $675,711       $   675,711

                                            Fair value

Related derivatives

Futures contracts (long):

         Contract volumes (1,687,500 pounds)

         Weighted average price (per pound)                                        $     0.97

         Contract amount                                                           $1,636,875
</TABLE>


                                       7
<PAGE>

                                   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, hereunto duly authorized.

COFFEE HOLDING CO., INC.

<TABLE>

          Signature                            Title                               Date
          ---------                            -----                               -----
<S>                                <C>                                             <C>
/s/ Andrew Gordon                  Chief Executive Officer, President              December 20, 2000
-------------------------          and Treasurer
Andrew Gordon                      (principal executive officer and principal
                                    financial officer)
</TABLE>


                                       8
<PAGE>

                                     PART II

ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits

Exhibit
Number            Exhibit Name
------            ------------
27                Financial Data Schedule

(b) There were no reports on Form 8-K filed during the period covered by this
report.


                                       9