SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   ----------

                                   FORM 10-QSB

(Mark One)

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

         For the quarterly period ended April 30, 2004

                                       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 number 333-00588-NY

                            Coffee Holding Co., Inc.
             (Exact name of registrant as specified in its charter)

--------------------------------------------------------------------------------
            Nevada                                               11-2238111
--------------------------------------------------------------------------------
(State or other jurisdiction of                               (I.R.S. Employer
--------------------------------------------------------------------------------
incorporation or organization)                               Identification No.)
--------------------------------------------------------------------------------

                4401 First Avenue, Brooklyn, New York 11232-0005
                    (Address of principal executive offices)
                                   (Zip Code)

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

                                       N/A
                -------------------------------------------------

              (Former name, former address and former fiscal year,
                          if changed from last Report)

      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 twelve 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 the number of shares outstanding of each of the issuer's classes
of common stock as of the latest practicable date.

                                       Outstanding at
             Class                     April 30, 2004
             -----                     --------------
          Common Stock,
          par value $.01                  3,999,650
<PAGE>

                                     PART I

                                                                            PAGE
                                                                            ----

ITEM 1.  FINANCIAL STATEMENTS..................................................1

Condensed Balance Sheets
   April 30, 2004 (unaudited) and October 31, 2003.............................1

Condensed Statements of Income
   Three and Six Months Ended April 30, 2004 and 2003 (unaudited)..............2

Condensed Statements of Cash Flows
   Six Months Ended April 30, 2004 and 2003 (unaudited)........................3

Notes To Condensed Financial Statements........................................4

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
        CONDITION AND RESULTS OF OPERATIONS....................................8

ITEM 3. CONTROLS AND PROCEDURES...............................................17

                                   PART II

ITEM 1. LEGAL PROCEEDINGS ....................................................18

ITEM 2. CHANGES IN SECURITIES, USE OF PROCEEDS AND ISSUER PURCHASES
        OF EQUITY SECURITIES .................................................18

ITEM 3. DEFAULTS UPON SENIOR SECURITIES ......................................18

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS ..................18

ITEM 5. OTHER INFORMATION ....................................................18

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K .....................................18

SIGNATURES....................................................................19


                                       i
<PAGE>

                            COFFEE HOLDING CO., INC.
                            CONDENSED BALANCE SHEETS
                       APRIL 30, 2004 AND OCTOBER 31, 2003

                                                         April 30,   October 31,
                                                           2004         2003
                                                        ----------   -----------
                                                        (unaudited)
                                   - ASSETS -
CURRENT ASSETS:
     Cash                                               $  196,885    $   73,832
     Due from broker                                       790,871       894,123
     Accounts receivable, net of allowance
       for doubtful accounts of $119,435                 1,725,997     2,154,683
     Inventories                                         2,423,917     1,781,424
     Prepaid expenses and other current assets             296,858       431,432
     Deferred tax asset                                    104,300       103,700
                                                        ----------    ----------
         TOTAL CURRENT ASSETS                            5,538,828     5,439,194

Property and equipment, at cost, net of
  accumulated depreciation of $3,209,469
  and $2,991,206                                         2,165,376     1,579,294
Deposits and other assets                                   33,496        16,796
Loans to related parties                                    11,158            --
                                                        ----------    ----------
                                                        $7,748,858    $7,035,284
                                                        ==========    ==========

                    - LIABILITIES AND STOCKHOLDERS' EQUITY -
CURRENT LIABILITIES:
     Current portion of term loan                       $   84,000    $   84,000
     Current portion of obligations under
       capital lease                                       134,886       130,551
     Line of credit borrowings                           2,326,406            --
     Accounts payable and accrued expenses               1,684,029     1,861,447
     Income taxes payable - current                        375,705            --
                                                        ----------    ----------
         TOTAL CURRENT LIABILITIES                       4,605,026     2,075,998

Term loan, net of current portion                          210,000       252,000
Obligations under capital lease, net of
  current portion                                           23,350        91,895
Line of credit borrowings                                       --     2,376,066
Loans from related parties                                      --        79,646
Income taxes payable - deferred                             52,000        39,200
                                                        ----------    ----------
         TOTAL LIABILITIES                               4,890,376     4,914,805
                                                        ----------    ----------

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY:
     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                            867,887       867,887
     Retained earnings                                   1,986,595     1,248,592
                                                        ----------    ----------
         TOTAL STOCKHOLDERS' EQUITY                      2,858,482     2,120,479
                                                        ----------    ----------
                                                        $7,748,858    $7,035,284
                                                        ==========    ==========

                  See notes to Condensed Financial Statements.


                                        1
<PAGE>

                            COFFEE HOLDING CO., INC.
                         CONDENSED STATEMENTS OF INCOME
               THREE AND SIX MONTHS ENDED APRIL 30, 2004 AND 2003
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                     Six Months Ended                     Three Months Ended
                                                                        April 30,                              April, 30
                                                              ------------------------------        ------------------------------
                                                                  2004               2003               2004               2003
                                                              -----------        -----------        -----------        -----------
<S>                                                           <C>                <C>                <C>                <C>
NET SALES                                                     $12,180,960        $ 9,573,756        $ 6,333,012        $ 5,213,813

COST OF SALES                                                   8,470,986          7,294,237          4,637,400          4,228,793
                                                              -----------        -----------        -----------        -----------

GROSS PROFIT                                                    3,709,974          2,279,519          1,695,612            985,020
                                                              -----------        -----------        -----------        -----------

OPERATING EXPENSES:
     Selling and administrative                                 2,054,729          1,524,467          1,128,965            811,984
     Officers' salaries                                           246,949            191,726            123,475            103,615
                                                              -----------        -----------        -----------        -----------
         TOTALS                                                 2,301,678          1,716,193          1,252,440            915,599
                                                              -----------        -----------        -----------        -----------

INCOME FROM OPERATIONS                                          1,408,296            563,326            443,172             69,421
                                                              -----------        -----------        -----------        -----------

OTHER INCOME (EXPENSE)
   Interest income                                                  6,503              4,830              3,947              2,376
   Interest expense                                               (81,596)           (72,482)           (41,215)           (37,444)
                                                              -----------        -----------        -----------        -----------
                                                                  (75,093)           (67,652)           (37,268)           (35,068)
                                                              -----------        -----------        -----------        -----------

INCOME BEFORE INCOME TAXES                                      1,333,203            495,674            405,904             34,353

   Provision for income taxes                                     595,200            221,600            186,700             17,200
                                                              -----------        -----------        -----------        -----------

NET INCOME                                                    $   738,003        $   274,074        $   219,204        $    17,153
                                                              ===========        ===========        ===========        ===========

Basic earnings per share                                      $       .18        $       .07        $       .05        $       .01
                                                              ===========        ===========        ===========        ===========

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.


                                        2
<PAGE>

                            COFFEE HOLDING CO., INC.
                       CONDENSED STATEMENTS OF CASH FLOWS
                    SIX MONTHS ENDED APRIL 30, 2004 AND 2003
                                   (Unaudited)

                                                       2004            2003
                                                   ------------    ------------
OPERATING ACTIVITIES:
  Net income                                       $    738,003    $    274,074
  Adjustments to reconcile net income to net
    cash provided by (used in) operating
    activities:
      Depreciation                                      230,424         152,924
      Bad debts (recovery)                                   --         (12,154)
      Deferred taxes                                     12,200            (600)
    Changes in operating assets and liabilities:
      Due from broker                                   103,252        (179,579)
      Accounts receivable                               428,686        (150,669)
      Inventories                                      (642,493)       (374,378)
      Prepaid expenses and other current assets         134,574         (81,421)
      Accounts payable and accrued expenses            (177,418)        111,605
      Income taxes payable                              375,705         (82,430)
                                                   ------------    ------------
        Net cash provided by (used in)
          operating activities                        1,202,933        (342,628)
                                                   ------------    ------------

INVESTING ACTIVITIES:
  Purchases of property and equipment                  (790,882)       (109,535)
  Disposal of fixed assets                              (25,624)             --
  Security deposits                                     (16,700)             --
                                                   ------------    ------------
        Net cash (used in) investing activities        (833,206)       (109,535)
                                                   ------------    ------------

FINANCING ACTIVITIES:
  Principal payments on term loan                       (42,000)        (42,000)
  Advances under bank line of credit                 13,255,484      10,216,597
  Principal payments under bank line of credit      (13,305,144)     (9,603,842)
  Principal payments of obligations
    under capital leases                                (64,210)        (58,375)
  Payments to related parties                           (90,804)          2,798
                                                   ------------    ------------
        Net cash (used in) provided by
          financing activities                         (246,674)        515,178
                                                   ------------    ------------

NET INCREASE IN CASH                                    123,053          63,015

  Cash, beginning of year                                73,832          43,568
                                                   ------------    ------------

CASH, END OF PERIOD                                $    196,885    $    106,583
                                                   ============    ============

SUPPLEMENTAL DISCLOSURE OF CASH FLOW DATA:
  Interest paid                                    $     81,596    $     72,482
                                                   ============    ============
  Income taxes paid                                $      7,449    $    305,430
                                                   ============    ============

                  See notes to Condensed Financial Statements.


                                        3
<PAGE>

                            COFFEE HOLDING CO., INC.
                          NOTES TO FINANCIAL STATEMENTS
                             APRIL 30, 2004 AND 2003
                                   (Unaudited)

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 April  30,  2004,  its  results  of
            operations  and its cash  flows for the six months  ended  April 30,
            2004 and  2003.  Information  included  in the  balance  sheet as of
            October 31, 2003 has been derived from the Company's audited balance
            sheet included in the Company's Annual Report on Form 10-KSB for the
            year ended  October 31, 2003 (the "Form  10-KSB")  previously  filed
            with the Securities and Exchange Commission (the "SEC"). Pursuant to
            the  rules  and  regulations  of  the  SEC  for  interim   financial
            statements, certain information and disclosures normally included in
            financial   statements   prepared  in  accordance   with  accounting
            principles  generally  accepted in the United States of America 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 and the other information in the Form 10-KSB.

            Operating  results  for the six months  ended April 30, 2004 are not
            necessarily  indicative  of the results that may be expected for the
            year ending October 31, 2004.

NOTE 3 - INVENTORIES:

            Inventories  at April 30, 2004 and October 31, 2003 consisted of the
            following:

                                                 April 30,   October 31,
                                                   2004         2003
                                                ----------   ----------
            Packed coffee                       $  610,799   $  213,062
            Green coffee                         1,043,978      999,137
            Packaging supplies                     769,140      569,225
                                                ----------   ----------
            Totals                              $2,423,917   $1,781,424
                                                ==========   ==========

NOTE 4 - HEDGING:

            The Company  uses options and futures  contracts to partially  hedge
            the  effects of  fluctuations  in the price of green  coffee  beans.
            Options and  futures  contracts  are marked to market  with  current
            recognition of gains and losses on such positions.  The Company does
            not  defer  such  gains  and  losses  since  its  positions  are not
            considered hedges for financial  reporting  purposes.  The Company's
            accounting for options and futures  contracts may increase  earnings
            volatility in any particular period.


                                        4
<PAGE>

                            COFFEE HOLDING CO., INC.
                          NOTES TO FINANCIAL STATEMENTS
                             APRIL 30, 2004 AND 2003
                                   (Unaudited)

NOTE 4 - HEDGING (Continued):

            At April 30,  2004,  the Company  held 525 options  (generally  with
            terms of two months or less)  covering an  aggregate  of  19,687,500
            pounds of green coffee beans at a price of $.70 and $.725 per pound.
            The fair market value of these  options,  which was obtained  from a
            major financial institution, was $291,094 at April 30, 2004.

            At April 30, 2003,  the options  contracts  held by the Company were
            immaterial.

            The Company acquires futures  contracts with longer terms (generally
            three to four months)  primarily for the purpose of  guaranteeing an
            adequate supply of green coffee. At April 30, 2004, the Company held
            4 futures  contracts for the purchase of 150,000 pounds of coffee at
            an average price of $ .719 per pound for September  2004  contracts.
            The market price of coffee  applicable  to such  contracts was $.714
            per pound at that date.

            At April 30, 2003,  the Company held 100 futures  contracts  for the
            purchase of 3,750,000  pounds of coffee at an average  price of $.65
            per  pound  for July  2003  contracts.  The  market  price of coffee
            applicable to such contracts was $.69 per pound at that date.

            Included  in cost of sales and due from broker for the three and six
            months ended April 30, 2004 and 2003, the Company recorded  realized
            and unrealized gains and losses respectively,  on these contracts as
            follows:

                                           Three Months Ended April 30,
                                               2004         2003
                                             ---------    ---------
            Realized gains and (losses)      $ 646,291    $ 238,072
            Unrealized gains and (losses)    $ (85,781)   $(122,007)

                                            Six Months Ended April 30,
                                               2004         2003
                                             ---------    ---------
            Realized gains and (losses)     $1,484,441    $ 574,923
            Unrealized gains and (losses)   $ (326,274)   $ (98,344)

NOTE 5 - LINE OF CREDIT:

            The outstanding balance under a line of credit agreement with a bank
            was $2,326,406 at April 30, 2004.  This amount is being reflected as
            short term at the  balance  sheet  date,  since the  principal  loan
            balance is due in November of 2004.


                                        5
<PAGE>

                            COFFEE HOLDING CO., INC.
                          NOTES TO FINANCIAL STATEMENTS
                             APRIL 30, 2004 AND 2003
                                   (Unaudited)

NOTE 6 - OBLIGATIONS UNDER CAPITAL LEASES:

            The Company is a lessee of machinery and  equipment  under a capital
            lease, which expires in June 2005. The asset and liability under the
            capital  lease is recorded at the lower of the present  value of the
            minimum lease payments or the fair value of the asset.  The asset is
            being depreciated over the lease term.

            Depreciation  expense of assets under  capital lease are included in
            depreciation  expense and amounted to $15,228 and  $30,456,  for the
            three months and six months ended April 30, 2004.

            The interest  rate on the capital  lease is 8 1/3% per annum,  which
            approximates the Company's incremental rate of borrowing at the time
            the lease was entered into.

NOTE 7 - COMMITMENTS AND CONTINGENCIES:

            In February  2004,  the Company  entered into a lease for office and
            warehouse  space in La Junta City,  Colorado with an unrelated third
            party. This lease,  which is at a monthly rental of $8,341 beginning
            January 2005, expires on January 31, 2024.

            The  aggregate  minimum  future  lease  payments  for  the  Colorado
            location  as of October 31, 2004 for each of the next five years are
            as follows:

            October 31,
            -----------
              2004                                       $       --
              2005                                            83,411
              2006                                           100,093
              2007                                           100,093
              2008                                           100,093
              Thereafter                                   1,526,418
                                                          ----------
                                                          $1,910,108
                                                          ==========

NOTE 8 - 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".
            Diluted  earnings  per share  have not been  presented  because  the
            Company had no potentially  dilutive  securities  outstanding during
            the three months and six months ended April 30, 2004 and 2003.

NOTE 9 - ECONOMIC DEPENDENCY:

            For the six months ended April 30,  2004,  sales to one customer was
            in  excess  of 10% of the  Company's  total  sales.  Sales  to  this
            customer  were   approximately   $2,750,000  and  the  corresponding
            accounts  receivable  at April  30,  2004  from  this  customer  was
            approximately $111,000.

            For the six months ended April 30, 2003, sales to two customers were
            each in excess of 10% of the Company's  total sales.  Sales to these
            customers  were  approximately  $1,951,000  and  $1,503,000  and the
            corresponding  accounts  receivable  at April 30,  2003  from  these
            customers were approximately $438,000 and $157,000, respectively.


                                        6
<PAGE>

                            COFFEE HOLDING CO., INC.
                          NOTES TO FINANCIAL STATEMENTS
                             APRIL 30, 2004 AND 2003
                                   (Unaudited)

NOTE 9 - ECONOMIC DEPENDENCY (Continued):

            For  the six  months  ended  April  30,  2004,  purchases  from  two
            suppliers,  were in excess of 10% of the Company's total  purchases.
            Purchases  from these  suppliers were  approximately  $3,723,000 and
            $1,081,000 and the corresponding accounts payable to these suppliers
            at  April  30,  2004  were   approximately   $304,000  and  $83,000,
            respectively.

            For  the six  months  ended  April  30,  2003,  purchases  from  one
            supplier,  was in excess of 10% of the  Company's  total  purchases.
            Purchases from this supplier were  approximately  $2,209,000 and the
            corresponding  accounts  payable to this  supplier at April 30, 2003
            was approximately $276,000.

NOTE 10 - PURCHASE OF ASSETS:

            On  February 4, 2004,  the  Company  entered  into an  agreement  to
            purchase  certain  assets of an unrelated  third party.  The Company
            purchased  coffee  roasting  and  blending  equipment  located  in a
            facility in Colorado, labels for private coffee products produced at
            this facility and certain other assets. The purchase price for these
            assets  was  $825,000,  based  upon an  independent  appraisal.  The
            Company  has also  reached an  agreement  with the city of La Junta,
            Colorado to lease the facility formerly operated by the seller.

            The Company also entered into a 10 year (renewable for an additional
            10 years) licensing agreement with Del Monte Corp, for the exclusive
            right to use the "S&W" and "Il  Classico"  trademarks  in the United
            States in connection  with the  production,  manufacture and sale of
            roasted whole bean and ground coffee for  distribution at the retail
            distribution  level. The Company will pay Del Monte Corp., 2% of net
            revenues generated by the sale of these products.


                                        7
<PAGE>

Item 2. Management's Discussion and Analysis of Financial Condition and Results
        of Operations

Cautionary Note on Forward Looking Statements

      This report contains forward-looking statements made pursuant to the safe
harbor provisions of the Private Securities Litigation Reform Act of 1995.
Forward-looking statements typically are identified by use of terms such as
"may," "will," "should," "plan," "expect," "anticipate," "estimate" and similar
words, although some forward-looking statements are expressed differently.
Forward-looking statements represent our management's judgment regarding future
events. Although we believe that the expectations reflected in such
forward-looking statements are reasonable, we can give no assurance that such
expectations will prove to be correct. All statements other than statements of
historical fact included in this prospectus regarding our financial position,
business strategy, products, products under development, markets, budgets,
plans, or objectives for future operations are forward-looking statements. We
cannot guarantee the accuracy of the forward-looking statements, and you should
be aware that our actual results could differ materially from those contained in
the forward-looking statements.

Overview

      We are a leading integrated wholesale coffee roaster and dealer in the
United States and one of the few coffee companies that offers a broad array of
coffee products across the entire spectrum of consumer tastes, preferences and
price points. As a result, we believe that we are well positioned to increase
our profitability and endure potential coffee price volatility throughout
varying cycles of the coffee market and economic conditions.

      Our operations have primarily focused on the following areas of the coffee
industry:

      o     the sale of wholesale gourmet green coffee;

      o     the roasting, blending, packaging and distribution of private label
            coffee; and

      o     the roasting, blending, packaging and distribution of our seven
            brands of coffee.

      Our operating results are affected by a number of factors including:

      o     the level of marketing and pricing competition from existing or new
            competitors in the coffee industry;

      o     our ability to retain existing customers and attract new customers;

      o     fluctuations in purchase prices and supply of green coffee and in
            the selling prices; and

      o     our ability to manage inventory and fulfillment operations and
            maintain gross margins.

      Our net sales are driven primarily by the success of our sales and
marketing efforts and our ability to retain existing customers and attract new
customers. For this reason, we have made the strategic decision to invest in
measures that will increase net sales on a present and future basis. During the
three months ended April 30, 2004, we acquired certain assets of Premier
Roasters LLC. See "- Overview - Recent Developments." We also hired a West Coast
Brand Manager to market our S&W brand and to increase sales of S&W coffee to new
customers and increased attendance at trade shows to promote our food service
and private label coffee business. In the last twelve months, we also hired 3rd
party marketing specialists to increase the sale of our private label coffee
through label redesigns and new


                                        8
<PAGE>

distribution. As a result of these efforts, net sales increased in our gourmet
green coffee, private label and branded coffee business lines in both dollars
and pounds sold. In addition, we increased the number of our customers in all
three areas.

      Our net sales are also affected by the price of green coffee. The supply
and price of coffee beans are subject to volatility and are influenced by
numerous factors which are beyond our control. Because we generally have been
able to pass green coffee price increases through to customers, increased prices
of green coffee generally result in increased net sales. However, increased
green coffee prices also generally result in increased cost of sales. Cost of
sales consists primarily of the cost of green coffee and packaging materials and
realized and unrealized gains or losses on hedging activity.

      Historically, we have used short-term coffee futures and options contracts
primarily for the purpose of partially hedging and minimizing the effects of
changing green coffee prices and to reduce our cost of sales. In addition,
during the latter half of fiscal 2000, we began to acquire futures contracts
with longer terms, generally three to six months, primarily for the purpose of
guaranteeing an adequate supply of green coffee at favorable prices. Although
the use of these derivative financial instruments has enabled us to mitigate the
effect of changing prices, no strategy can entirely eliminate pricing risks and
we generally remain exposed to loss when prices decline significantly in a short
period of time, and we generally remain exposed to supply risk in the event of
non-performance by the counter-parties to any futures contracts. If the hedges
that we enter do not adequately offset the risks of coffee bean price volatility
or our hedges will not result in losses, our cost of sales may increase,
resulting in a decrease in profitability.

      Recent Developments. In February 2004, we acquired certain assets of
Premier Roasters LLC ("Premier"), a roaster-dealer located in La Junta,
Colorado, for $825,000. The assets purchased by us include all of the operating
equipment located at Premier's La Junta and Rocky Ford, Colorado locations, as
well as all labels for all of Premier's coffee products. In connection with the
acquisition of these assets, we reached an agreement with the City of La Junta,
Colorado on a 20-year lease for a 50,000 square foot facility in La Junta. We
are using the assets that we purchased to expand our integrated wholesale coffee
roaster and dealer operations to the Western United States. In connection with
this transaction, we also entered into a licensing agreement with Del Monte
Corporation for the exclusive right to use the S&W and IL CLASSICO trademarks,
including Premium, Premium Decaf, French Roast, Colombian, Colombian Decaf,
Swiss Water Decaf, Kona, and Mellow'd Roast lines, in connection with the
production, manufacture and sale of ground coffee for distribution to retail
customers in the United States and certain other countries approved by Del Monte
Corporation.

      We believe that our new La Junta, Colorado facility will allow us to grow
our business and increase sales to new and existing customers in the Western
United States. By operating out of two facilities, we will now be able to
compete aggressively throughout the United States as we have gained new
economies of scale in both manufacturing and logistical efficiencies which were
unavailable in the past while operating solely out of our New York facility. In
addition, we plan to broaden our customer base and increase penetration with
existing customers by expanding the S&W label from a well-known brand on the
West coast to a well-known brand throughout the entire continental United States


                                       9
<PAGE>

Critical Accounting Policies and Estimates

      The preparation of financial statements and related disclosures in
conformity with accounting principles generally accepted in the United States
requires management to make estimates and assumptions that affect the amounts
reported in the financial statements and accompanying notes. Estimates are used
for, but not limited to, the accounting for the allowance for doubtful accounts,
inventories, income taxes and loss contingencies. Management bases its estimates
on historical experience and on various other assumptions that are believed to
be reasonable under the circumstances. Actual results could differ from these
estimates under different assumptions or conditions.

      We believe the following critical accounting policies, among others, may
be impacted significantly by judgment, assumptions and estimates used in the
preparation of our financial statements:

      o     We recognize revenue in accordance with Securities and Exchange
            Commission Staff Accounting Bulletin No. 101, "Revenue Recognition
            in Financial Statements" ("SAB 101"). Under SAB 101, revenue is
            recognized at the point of passage to the customer of title and risk
            of loss, when there is persuasive evidence of an arrangement, the
            sales price is determinable, and collection of the resulting
            receivable is reasonably assured. We generally recognize revenue at
            the time of shipment. Sales are reflected net of discounts and
            returns.

      o     Our allowance for doubtful accounts is maintained to provide for
            losses arising from customers' inability to make required payments.
            If there is deterioration of our customers' credit worthiness and/or
            there is an increase in the length of time that the receivables are
            past due greater than the historical assumptions used, additional
            allowances may be required.

      o     Inventories are stated at cost (determined on an average cost
            basis). Based on our assumptions about future demand and market
            conditions, inventories are written-down to market value. If our
            assumptions about future demand change and/or actual market
            conditions are less favorable than those projected, additional
            write-downs of inventories may be required.

      o     We account for income taxes in accordance with Statement of
            Financial Accounting Standards No. 109, "Accounting for Income
            Taxes." Under SFAS No. 109, deferred tax assets and liabilities are
            determined based on the liabilities, using enacted tax rates in
            effect for the year in which the differences are expected to
            reverse. Deferred tax assets are reflected on the balance sheet when
            it is determined that it is more likely than not that the asset will
            be realized.


                                       10
<PAGE>

Comparison of Results of Operations

Three Months Ended April 30, 2004 Compared to the Three Months Ended
April 30, 2003

      Net Income. Net income increased $202,051, or 1,178%, to $219,204, or $.05
per share, for the three months ended April 30, 2004 compared to $17,153 or $.01
per share for the three months ended April 30, 2003. The increase in net income
primarily reflects increased net sales, increased margins on our branded coffee
and private label coffee products and increased margins on gourmet green coffee
sales.

      Net Sales. Net sales totaled $6,333,012 for the three months ended April
30, 2004, an increase of $1,119,199 or 21.5% from $5,213,813 for the three
months ended April 30, 2003. The increase in net sales reflects initial sales
under our license of the S&W brand which we signed in February 2004 and an
increase in pounds sold in both private label coffee and branded coffees to
existing customers. Sales of our Cafe Caribe brand, as measured by Information
Resources Incorporated data, increased approximately 16.0% over the comparable
2003 period due in part to the efforts of our third party marketing specialist
through label redesigns and new distribution. The increase in net sales also
reflects increased sales of gourmet green coffee. The number of our customers in
the gourmet green coffee area grew approximately to 255 customers. These
customers are predominately independent gourmet/specialty roasters, some of whom
own their own retail outlets. Sales to new customers in this area historically
start slowly because many of these companies are start up ventures. Because the
gourmet green coffee area is the fastest growing segment of the coffee market,
we believe that our customer base and sales will grow in this area. The increase
in the price of the underlying commodity (coffee) also contributed to the
increase in net sales.

      Cost of Sales. Cost of sales for the three months ended April 30, 2004 was
$4,637,400 or 73.2% of net sales, as compared to $4,228,793 or 81.1% of net
sales for the three months ended April 30, 2003. Cost of sales consists
primarily of the cost of green coffee and packaging materials and realized and
unrealized gains or losses on hedging activity. The increase in cost of sales
primarily was attributable to increased sales and the increase in green coffee
purchase prices, partially offset by net gains on futures contracts. As the
price of coffee is cyclical and volatile and subject to many factors, including
weather, politics and economics, we are unable to predict the purchase price of
green coffee for fiscal 2004. We began to acquire futures contracts with longer
terms (generally three to six months) primarily for the purpose of guaranteeing
an adequate supply of green coffee at favorable prices beginning in the latter
half of fiscal 2000 and continuing through fiscal 2004. As the price of gourmet
green coffee beans continued to increase, we used our favorable inventory
position to increase our margins. We had net gains on futures contracts of
$560,510 for the three months ended April 30, 2004 compared to $116,065 for the
comparable period in 2003. The use of these derivative financial instruments has
enabled us to mitigate the effect of changing prices, to increase our margins as
coffee prices have increased and to be more competitive with our pricing.

      Gross Profit. Gross profit for the three months ended April 30, 2004 was
$1,695,612, an increase of $710,592 or 72.1%, from $985,200 for the three months
ended April 30, 2003. Gross profit as a percentage of net sales increased by
7.9% to 26.8% for the three months ended April 30, 2004 from 18.9% for the same
period in 2003. Our hedging activities, reduced pricing pressure from national
brands and new business with favorable pricing terms allowed us to increase our
margins as the price of green coffee has increased. As previously discussed, we
believe that our favorable inventory position will allow us to increase our
sales and ultimately our margins if coffee prices continue to rise.


                                       11
<PAGE>

      Operating Expenses. Total operating expenses increased $336,841 or 36.7%
to $1,252,440 for the three months ended April 30, 2004 from $915,599 for the
same period in 2003 due to increases in selling and administrative expenses.
Selling and administrative expenses increased $316,981 or 39.0% to $1,128,965
for the three months ended April 30, 2004 from $811,984 for the same period in
2003. The increase in selling and administrative expenses reflects several
factors, including the increased costs of operating two facilities, increases in
sales commissions, travel expenses and shipping charges, and increased
professional fees associated with the acquisition of assets from Premier
Roasters.

      We acquired certain assets of Premier Roasters and entered into a lease to
operate from our new La Junta facility in February 2004. Prior to commencing
operations in La Junta, we incurred expenses associated with repairing and
maintaining equipment located at the facility so that such equipment could meet
our needs and our roasting and blending requirements. We also incurred expenses
associated with the hiring of 25 new employees at the facility. In addition,
because many S&W brand customers had previously placed orders with Premier
Roasters, they initially did not require additional inventory to be shipped. As
a result, sales out of our La Junta facility were slower than expected. However,
in April 2004, these customers began to replace their existing inventories of
S&W brand products, resulting in increased sales. Although we will continue to
incur increased operating expenses from operating out of two facilities, we
expect to gain new economies of scale in both manufacturing and logistical
efficiencies which were unavailable in the past while operating solely out of
our New York facility. We believe that this will allow us to compete
aggressively throughout the United States.

      The increase in commissions and travel expenses reflects the hiring of a
West Coast Brand Manager to market our S&W brand as well as increases in sales
of S&W coffee to new customers. We also increased our attendance at trade shows
to promote our food service and private label coffee business which contributed
to our increased travel expenses. The increase in shipping expenses reflects the
increase in pounds of coffee sold, higher rates caused by increased fuel
surcharges and gasoline prices, and the addition of new customers during the
period. We believe that these changes reflect our strategic decision to invest
in measures that will increase net sales on a present and future basis. Selling
and administrative expenses, as a percentage of net sales, increased 2.2% from
15.6% for the three months ended April 30, 2003 to 17.8% for the three months
ended April 30, 2004.

      Interest Expense. Interest expense increased $3,771, or 10.1%, from
$37,444 for the three months ended April 30, 2003 to $41,215 for the three
months ended April 30, 2004. The increase is attributable to the higher balance
in outstanding borrowings for the three months ended April 30, 2004 compared to
2003 due to higher inventory levels necessitated by the operation of two
facilities. Rates of interest on our outstanding borrowings are tied to the
prime rate. See "--Liquidity and Capital Resources."

      Net Income Before Taxes. We had income of $405,904 before income taxes for
the three months ended April 30, 2004 compared to income of $34,353 before
income taxes for the three months ended April 30, 2003. The increase was
attributable primarily to improved margins on the sale of our private label,
branded and gourmet green coffee products as well as an increase in our net
sales.

      Income Taxes. Our provision for income taxes for the three months ended
April 30, 2004 totaled $186,700 compared to $17,200 for the three months ended
April 30, 2003 as a result of increased income before taxes.


                                       12
<PAGE>

Six Months Ended April 30, 2004 Compared to the Six Months Ended April 30, 2003

      Net Income. Net income increased $463,929, or 169.3%, to $738,003 or $.18
per share for the six months ended April 30, 2004 compared to $274,074 or $.07
per share for the six months ended April 30, 2003. The increase in net income
primarily reflects increased net sales, increased margins on our branded coffee
and private label coffee products and increased margins on gourmet green coffee
sales.

      Net Sales. Net sales totaled $12,180,960 for the six months ended April
30, 2004, an increase of $2,607,204 or 27.2% from $9,573,756 for the six months
ended April 30, 2003. The increase in net sales reflects initial sales under our
license of the S&W brand which we signed in February 2004 and an increase in
pounds sold in both private label coffee and branded coffees to existing
customers. Sales of our Cafe Caribe brand, as measured by Information Resources
Incorporated data, increased approximately 16.0% over the comparable 2003 period
due in part to the efforts of our third party marketing specialist through label
redesigns and new distribution. The increase in net sales also reflects
increased sales of gourmet green coffee. The number of our customers in the
gourmet green coffee area grew approximately 4.1% to 255 customers. These
customers are predominately independent gourmet/specialty roasters, some of whom
own their own retail outlets. Sales to new customers in this area historically
start slowly because many of these companies are start up ventures. Because the
gourmet green coffee area is the fastest growing segment of the coffee market,
we believe that our customer base and sales will grow in this area. The increase
in the price of the underlying commodity (coffee) also contributed to the
increase in net sales.

      Cost of Sales. Cost of sales for the six months ended April 30, 2004 was
$8,470,986 or 69.5% of net sales, as compared to $7,294,237 or 76.2% of net
sales for the six months ended April 30, 2003. Cost of sales consists primarily
of the cost of green coffee and packaging materials and realized and unrealized
gains or losses on hedging activity. The increase in cost of sales primarily was
attributable to increased sales and the increase in green coffee purchase
prices, partially offset by net gains on futures contracts. As the price of
coffee is cyclical and volatile and subject to many factors, including weather,
politics and economics, we are unable to predict the purchase price of green
coffee for fiscal 2004. We began to acquire futures contracts with longer terms
(generally three to six months) primarily for the purpose of guaranteeing an
adequate supply of green coffee at favorable prices beginning in the latter half
of fiscal 2000 and continuing through fiscal 2004. As the price of gourmet green
coffee beans continued to increase, we used our favorable inventory position to
increase our margins. We had net gains on futures contracts of $1,158,167 for
the six months ended April 30, 2004 compared to $476,579 for the comparable
period in 2003. The use of these derivative financial instruments has enabled us
to mitigate the effect of changing prices, to increase our margins as coffee
prices have increased and to be more competitive with our pricing.

      Gross Profit. Gross profit for the six months ended April 30, 2004 was
$3,709,974, an increase of $1,430,455 or 62.8%, from $2,279,519 for the six
months ended April 30, 2003. Gross profit as a percentage of net sales increased
by 6.7% to 30.5% for the six months ended April 30, 2004 from 23.8% for the same
period in 2003. Our hedging activities, reduced pricing pressure from national
brands and new business with favorable pricing terms allowed us to increase our
margins as the price of green coffee has increased. As previously discussed, we
believe that our favorable inventory position will allow us to increase our
sales and ultimately our margins if coffee prices continue to rise.

      Operating Expenses. Total operating expenses increased $585,485 or 34.1%
to $2,301,678 for the six months ended April 30, 2004 from $1,716,193 for the
same period in 2003 due to increases in selling and administrative expenses and
officers' salaries. Selling and administrative expenses increased $530,262 or
34.8% to $2,054,729 for the six months ended April 30, 2004 from $1,524,467 for
the same period in 2003. The increase in selling and administrative expenses
reflects several factors, including the


                                       13
<PAGE>

increased costs of operating two facilities, increases in sales commissions,
travel expenses and shipping charges, and increased professional fees associated
with the acquisition of assets from Premier Roasters.

      We acquired certain assets of Premier Roasters and entered into a lease to
operate from our new La Junta facility in February 2004. Prior to commencing
operations in La Junta, we incurred expenses associated with repairing and
maintaining equipment located at the facility so that such equipment could meet
our need and our roasting and blending requirements. We also incurred expenses
associated with the hiring of 25 new employees at the facility. In addition,
because many S&W brand customers had previously placed orders with Premier
Roasters, they initially did not require additional inventory to be shipped. As
a result, sales out of our La Junta facility were slower than expected. However,
in April 2004, these customers began to replace their existing inventories of
S&W brand products, resulting in increased sales. Although we will continue to
incur increased operating expenses from operating out of two facilities, we
expect to gain new economies of scale in both manufacturing and logistical
efficiencies which were unavailable in the past while operating solely out of
our New York facility. We believe that this will allow us to compete
aggressively throughout the United States.

      The increase in commissions and travel expenses reflects the hiring of a
West Coast Brand Manager to market our S&W brand as well as increases in sales
of S&W coffee to new customers. We also increased attendance at trade shows to
promote our food service and private label coffee business which contributed to
our increased travel expenses. The increase in shipping expenses reflects the
increase in pounds of coffee sold, higher rates caused by increased fuel
surcharges and gasoline prices, and the addition of new customers during the
period. We believe that these changes reflect our strategic decision to invest
in measures that will increase net sales on a present and future basis. Selling
and administrative expenses, as a percentage of net sales, increased 0.9% from
15.9% for the six months ended April 30, 2003 to 16.8% for the six months ended
April 30, 2004.

      Officers' salaries increased $55,223 to $246,949 for the six months ended
April 30, 2004 from $191,726 for the six months ended April 30, 2003. The
increase was due to salary increases for senior officers.

      Interest Expense. Interest expense increased $9,114 or 12.6% from $72,482
for the six months ended April 30, 2003 to $81,596 for the six months ended
April 30, 2004. The increase is attributable to the higher balance in
outstanding borrowings under our credit facility for the six months ended April
30, 2004 compared to 2003 due to higher inventory levels necessitated by the
operation of two facilities. Rates of interest on our outstanding borrowings are
tied to the prime rate. See "--Liquidity and Capital Resources."

      Net Income Before Taxes. We had income of $1,333,203 before income taxes
for the six months ended April 30, 2004 compared to income of $495,674 before
income taxes for the six months ended April 30, 2003. The increase was
attributable primarily to improved margins on the sale of our private label,
branded and gourmet green coffee products due to a favorable inventory position
as coffee prices increased.

      Income Taxes. Our provision for income taxes for the six months ended
April 30, 2004 totaled $595,200 compared to $221,600 for the six months ended
April 30, 2003 as a result of increased income before taxes.


                                       14
<PAGE>

Liquidity and Capital Resources

      As of April 30, 2004, we had working capital of $933,802 which represented
a $2,429,394 decrease from our working capital of $3,363,196 as of October 31,
2003, and total stockholders' equity of $2,858,482, which increased by $738,003
from our total stockholders' equity of $2,120,479 as of October 31, 2003. Our
working capital decreased primarily due to the recategorization of the
outstanding balance under the line of credit to short-term liabilities
(liabilities due and payable in less than one year). The outstanding balance
under the line of credit was classified as short-term debt in our April 30, 2004
balance sheet since the agreement expires in November 2004, but was classified
as long-term debt in our October 31, 2003 balance sheet. At April 30, 2004, the
outstanding balance on our line of credit was $2,326,406 compared to $2,376,066
at October 31, 2003. This decrease in working capital was partially offset by a
$642,493 increase in inventories at April 30, 2004 compared to October 31, 2003.

      We have a credit facility with Wells Fargo Business Credit. The credit
facility 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 of up to
$750,000 based on eligible equipment. The line of credit provides for borrowings
of up to 85% of our eligible trade accounts receivable and 60% of eligible
inventories. On October 1, 2002, we extended our credit facility for an
additional two years to November 20, 2004 at lower interest rates. Interest on
the line of credit is payable monthly at the prime rate plus .25% (an effective
rate of 4.25 at April 30, 2004) and interest on the term loan is payable monthly
at the prime rate plus .50% (an effective rate of 4.50% at April 30, 2004).
Principal payments on the term loan are payable in monthly installments of
$7,000. Andrew Gordon and David Gordon, two of our directors and officers, each
have guaranteed borrowings under the credit facility up to $500,000.

      In addition, our credit facility with Wells Fargo Business Credit contains
covenants that place restrictions on our operations. Among other things, these
covenants: require that a portion of our cash flow from operations be dedicated
to servicing our debt; limit our ability to obtain additional capital through
financings without the consent of the lender; limit our ability to pay dividends
or make other distributions to our stockholders and acquire or retire our common
stock without the consent of the lender; and prohibit us from forming or
acquiring subsidiaries, merging with or into other companies or selling all or
substantially all of our assets without the consent of the lender. These
restrictions could adversely impact our ability to implement our business plan,
or raise additional capital, if needed. In addition, if we default under our
existing credit facility or if our lender demands payment of a portion or all of
our indebtedness, we may not have sufficient funds to make such payments. We are
currently in compliance with all covenants contained in the credit facility. We
intend to renegotiate the terms of our credit facility, including the covenants,
prior to its expiration in November 2004.

      As indicated above, as of April 30, 2004, the line of credit with Wells
Fargo Business Credit had an outstanding balance of $2,326,406 as compared to an
outstanding balance of $2,376,066 at October 31, 2003. The outstanding balance
under the term loan was $294,000 as of April 30, 2004, and was $336,000 at
October 31, 2003. We were in compliance with all required financial covenants at
April 30, 2004.

      We also lease machinery and equipment under a capital lease which expires
in July 2005. The interest rate on the capital lease is 8-1/3% per annum. The
outstanding balance on the capital lease was $158,236 at April 30, 2004 compared
to $222,446 at October 31, 2003.

      We had loans payable to our stockholders, all of whom are members of the
Gordon family, of $79,646 at October 31, 2003. The loans were repaid during the
quarter ended April 30, 2004. We do not intend to borrow additional amounts from
our stockholders.


                                       15
<PAGE>

      For the six months ended April 30, 2004, our operating activities provided
net cash of $1,202,933 as compared to the six months ended April 30, 2003 when
net cash used in operating activities was $342,628. The increased cash flow from
operations for the six months ended April 30, 2004 was primarily due to
increased net income and decreased accounts receivable and prepaid expenses,
offset in part by increased inventory levels and income taxes payable.

      For the six months ended April 30, 2004, our investing activities used net
cash of $833,206 as compared to the six months ended April 30, 2003 when net
cash used by investing activities was $109,535. The decreased cash flow from
investing activities for the six months ended April 30, 2004 was primarily due
to the purchase of property and equipment from Premier Roasters in February
2004.

      For the six months ended April 30, 2004, our financing activities used net
cash of $246,674 as compared to the six months ended April 30, 2003 when net
cash provided by financing activities was $515,178. The decreased cash flow from
financing activities was primarily due to net payments under our line of credit.
Net payments on our line of credit increased $662,415 to net cash used of
$91,660 for the six months ended April 30, 2004 compared to net cash provided of
$570,755 for the six months ended April 30, 2003. In addition, we repaid $90,804
in loans to our stockholders during the six months ended April 30, 2004. We also
lease machinery and equipment under a capital lease which expires in July 2005.
The interest rate on the capital lease is 8-1/3% per annum. Management does not
expect to incur other significant capital expenditures in fiscal 2004.

      In February, 2004, we acquired certain assets of Premier Roasters LLC for
$825,000. In addition, we entered into an agreement with the City of La Junta,
Colorado to lease a 50,000 square foot facility for $8,341 per month. We do not
believe that the purchase price or costs associated with operating a second
facility will have a material effect on our future cash flow of liquidity
position. We believe that the costs associated with operating the second
facility will be mitigated by the new economies of scale in both manufacturing
and logistical efficiencies which were unavailable in the past while operating
solely out of our New York facility and increased sales to new and existing
customers in the Western United States.

      We expect to fund our operations, including paying our liabilities,
funding capital expenditures and making required payments on our debts, in
fiscal 2004 through cash provided by operating activities. We expect that we
will generate sufficient cash to continue our business for the next twelve
months. In addition, an increase in eligible accounts receivable and inventory
would permit us to make additional borrowings under our line of credit. We also
believe we could, if necessary, obtain additional loans by mortgaging our
headquarters.

Market Risks

      Market risks relating to our operations result primarily from changes in
interest rates and commodity prices as further described below.

Interest Rate Risks

      We are subject to market risk from exposure to fluctuations in interest
rates. At April 30, 2004, our debt consisted of $158,236 of fixed rate debt on
the capital lease and $2,620,406 of variable rate debt under our revolving line
of credit and term loan. At April 30, 2004, interest on the variable rate debt
was payable primarily at 4.25% (or .25% above the prime rate) for the revolving
line of credit and at 4.50% (or .50% above the prime rate) for the term loan. We
do not expect changes in interest rates to have a material effect on results of
operations or cash flows in fiscal 2004, although there can be no assurance that
interest rates will not significantly change.


                                       16
<PAGE>

Commodity Price Risks

      The supply and price of coffee beans are subject to volatility and are
influenced by numerous factors which are beyond our control. Historically, we
have used short-term coffee futures and options contracts primarily for the
purpose of partially hedging and minimizing the effects of changing green coffee
prices, as further explained in Note 4 of the notes to financial statements in
this quarterly report. In addition, during the latter half of fiscal 2000, we
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 us to
mitigate the effect of changing prices although we generally remain exposed to
loss when prices decline significantly in a short period of time and remain at
higher levels, preventing us from obtaining inventory at favorable prices. We
generally have been able to pass green coffee price increases through to
customers, thereby maintaining our gross profits. However, we cannot predict
whether we will be able to pass inventory price increases through to our
customers in the future.

      At April 30, 2004, we held 525 options (generally with terms of two months
or less) covering an aggregate of 19,687,500 pounds of green coffee beans at a
price of $.70 and $.725 per pound. The fair market value of these options, which
was obtained from a major financial institution, was $291,094 at April 30, 2004.

      We acquire futures contracts with longer terms (generally three to four
months) primarily for the purpose of guaranteeing an adequate supply of green
coffee. At April 30, 2004, we held four futures contracts for the purchase of
150,000 pounds of coffee at an average price of $.719 per pound for September
2004 contracts. The market price of coffee applicable to such contracts was
$.714 per pound at that date.

Off-Balance Sheet Arrangements

      We do not have any off-balance sheet arrangements that have or are
reasonably likely to have a current or future effect on our financial condition,
changes in financial condition, revenues or expenses, results of operations,
liquidity, capital expenditures or capital resources that is material to
investors.

Item 3. Controls and Procedures

      Management, including our President and Chief Executive Officer, has
evaluated the effectiveness of our disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(f) and 15d-15(e)) as of the end of the
period covered by this report. Based upon that evaluation, the President and
Chief Executive Officer concluded that the disclosure controls and procedures
were effective, in all material respects, to ensure that information required to
be disclosed in the reports that Coffee Holding files and submits under the
Exchange Act is recorded, processed, summarized and reported as and when
required.

      There have been no changes in Coffee Holding's internal control over
financial reporting identified in connection with the evaluation that occurred
during the Company's last fiscal quarter that has materially affected, or that
is reasonably likely to materially affect, the Company's internal control over
financial reporting.


                                       17
<PAGE>

Part II--OTHER INFORMATION

Item 1. Legal Proceedings

      None

Item 2. Changes in Securities, Use of Proceeds and Issuer Purchases of Equity
        Securities

      Coffee Holding did not purchase any of its equity securities during the
periods ended April 30, 2004 and does not currently have a stock repurchase
program in place.

Item 3. Defaults upon Senior Securities

      None

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

      None

Item 5. Other Information

      (a)   None

      (b)   None

Item 6. Exhibits and Reports on Form 8-K

      (a)   Exhibits


      10.13 Trademark License Agreement dated February 4, 2004 between Del Monte
            Corporation and Coffee Holding Co, Inc. (confidential treatment
            request pending).

      31.1  Rule 13a - 14(a)/15d - 14a Certification.

      32.1  Section 1350 Certification.

      (b)   Reports on Form 8-K

            On February 20, 2004, Coffee Holding filed a Current Report on Form
            8-K announcing the purchase of certain assets of Premier Roasters
            LLC.


                                       18
<PAGE>

                                   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.

                                  Coffee Holding Co., Inc.
                                  ----------------------------------------------
                                  (Registrant)

                                  By: /s/ Andrew Gordon
                                      ------------------------------------------
                                      Andrew Gordon
                                      President and Chief Executive Officer
                                      (Principal Executive Officer and
                                      Principal Accounting Officer)

June 14, 2004


                                       19