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                                                                    Exhibit 31.1

                                  CERTIFICATION

         I, Andrew Gordon, certify that:

1.       I have reviewed this Amendment No. 1 to the Quarterly Report on Form
         10-QSB/A of Coffee Holding co., Inc.;

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

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

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

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

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

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

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


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


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



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                                  CERTIFICATION

         I, Richard E. Pino, certify that:

1.       I have reviewed this Amendment No. 1 to the quarterly report on Form
         10-QSB/A of Coffee Holding co., Inc.;

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

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

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

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

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

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

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

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


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