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 July 31, 2003

                                       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                                     July 31, 2003
         --------------                                 --------------
          Common Stock,
         par value $.01                                   3,999,650
<PAGE>

                                     PART I

                                                                            PAGE
                                                                            ----

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

Condensed Balance Sheets
   July 31, 2003 (unaudited) and October 31, 2002..............................1

Condensed Statements of Income
   Three and Nine months Ended July 31, 2003 and 2002 (unaudited)..............2

Condensed Statements of Cash Flows
   Nine months Ended July 31, 2003 and 2002 (unaudited)........................3

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

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
        RESULTS OF OPERATIONS..................................................7

ITEM 3. CONTROLS AND PROCEDURES...............................................13

                                     PART II

ITEM 1. LEGAL PROCEEDINGS ....................................................14

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS ............................14

ITEM 3. DEFAULTS UPON SENIOR SECURITIES ......................................14

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS ..................14

ITEM 5. OTHER INFORMATION ....................................................14

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K .....................................14

SIGNATURES....................................................................16

CERTIFICATIONS................................................................16


                                       ii
<PAGE>

Part I

Item I. Financial Statements


<PAGE>

                            COFFEE HOLDING CO., INC.
                            CONDENSED BALANCE SHEETS
                       JULY 31, 2003 AND OCTOBER 31, 2002

<TABLE>
<CAPTION>
                                                                                              July 31, 2003        October 31, 2002
                                                                                              -------------        ----------------
                                                                                               (unaudited)
                                                               - ASSETS -
<S>                                                                                            <C>                    <C>
CURRENT ASSETS:
     Cash                                                                                      $   57,423             $   43,568
     Due from broker                                                                              895,641                768,602
     Accounts receivable, net of allowance for
       doubtful accounts of $188,357 and $200,511                                               1,776,709              1,783,422
     Inventories                                                                                1,912,810              1,418,144
     Prepaid expenses and other current assets                                                    439,430                 83,267
     Deferred tax asset                                                                           149,800                115,300
                                                                                               ----------             ----------
         TOTAL CURRENT ASSETS                                                                   5,231,813              4,212,303

Property and equipment, at cost, net of accumulated
  depreciation of $2,925,408 and $2,694,400                                                     1,691,868              1,813,342
Deposits and other assets                                                                          16,796                 16,796
                                                                                               ----------             ----------
                                                                                               $6,940,477             $6,042,441
                                                                                               ==========             ==========

                                                - LIABILITIES AND STOCKHOLDERS' EQUITY -

CURRENT LIABILITIES:
     Current portion of term loan                                                              $   84,000             $   84,000
     Current portion of obligations under capital lease                                           128,437                121,259
     Accounts payable and accrued expenses                                                      1,623,743              2,048,494
     Income taxes payable                                                                         423,249                229,540
                                                                                               ----------             ----------
         TOTAL CURRENT LIABILITIES                                                              2,259,429              2,483,293

Term loan, net of current portion                                                                 273,000                336,000
Obligations under capital lease, net of current portion                                           125,335                221,708
Line of credit borrowings                                                                       2,164,174              1,321,373
Loans from related parties                                                                         86,930                 92,570
Income taxes payable - deferred                                                                    92,400                 89,100
                                                                                               ----------             ----------
         TOTAL LIABILITIES                                                                      5,001,268              4,544,044
                                                                                               ----------             ----------
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                                                                          1,067,322                626,510
                                                                                               ----------             ----------
         TOTAL STOCKHOLDERS' EQUITY                                                             1,939,209              1,498,397
                                                                                               ----------             ----------
                                                                                               $6,940,477             $6,042,441
                                                                                               ==========             ==========
</TABLE>

                  See notes to Condensed Financial Statements.


                                        1
<PAGE>

                            COFFEE HOLDING CO., INC.
                         CONDENSED STATEMENTS OF INCOME
               NINE AND THREE MONTHS ENDED JULY 31, 2003 AND 2002
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                      Three Months Ended                   Nine Months Ended
                                                                           July 31,                             July 31,
                                                                   2003              2002               2003                2002
                                                              ------------       ------------       ------------       ------------
<S>                                                           <C>                <C>                <C>                <C>
NET SALES                                                     $  4,912,052       $  4,235,939       $ 14,485,808       $ 12,770,784

COST OF SALES                                                    3,592,603          3,035,075         10,886,840          9,401,824
                                                              ------------       ------------       ------------       ------------

GROSS PROFIT                                                     1,319,449          1,200,864          3,598,968          3,368,960
                                                              ------------       ------------       ------------       ------------

OPERATING EXPENSES:
     Selling and administrative                                    924,249            677,232          2,448,716          1,975,554
     Officers' salaries                                            120,884             98,536            312,610            273,131
                                                              ------------       ------------       ------------       ------------
         TOTALS                                                  1,045,133            775,768          2,761,326          2,248,685
                                                              ------------       ------------       ------------       ------------

INCOME FROM OPERATIONS                                             274,316            425,096            837,642          1,120,275
                                                              ------------       ------------       ------------       ------------

OTHER INCOME (EXPENSE)
   Interest income                                                   2,005              6,278              6,835             15,090
   Interest expense                                                (32,883)           (44,787)          (105,365)          (137,260)
                                                              ------------       ------------       ------------       ------------
                                                                   (30,878)           (38,509)           (98,530)          (122,170)
                                                              ------------       ------------       ------------       ------------

INCOME BEFORE INCOME TAXES                                         243,438            386,587            739,112            998,105

   Provision for income taxes                                       76,700            151,488            298,300            409,489
                                                              ------------       ------------       ------------       ------------

NET INCOME                                                    $    166,738       $    235,099       $    440,812       $    588,616
                                                              ============       ============       ============       ============

Basic earnings per share                                      $        .04       $        .06       $        .11       $        .15
                                                              ============       ============       ============       ============

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
                    NINE MONTHS ENDED JULY 31, 2003 AND 2002
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                                    2003                    2002
                                                                                                ------------           ------------
<S>                                                                                             <C>                    <C>
OPERATING ACTIVITIES:
     Net income                                                                                 $    440,812           $    588,616
     Adjustments to reconcile net income to net cash
       provided by (used in) operating activities:
            Depreciation                                                                             152,924                204,618
            Bad debts                                                                                (12,154)                    --
            Deferred taxes                                                                           (31,200)                    --
         Changes in operating assets and liabilities:
           Due from broker                                                                          (127,039)               (22,079)
           Accounts receivable                                                                        18,867                362,222
           Inventories                                                                              (494,666)               (95,242)
           Prepaid expenses and other current assets                                                (356,163)               (45,012)
           Deposits and other assets                                                                      --                 (6,109)
           Income taxes payable                                                                      193,709                (64,107)
           Accounts payable and accrued expenses                                                    (424,751)              (455,028)
                                                                                                ------------           ------------
              Net cash (used in) provided by operating activities                                   (639,661)               467,879
                                                                                                ------------           ------------

INVESTING ACTIVITIES:
  Purchases of property and equipment                                                                (31,450)              (306,041)
                                                                                                ------------           ------------

FINANCING ACTIVITIES:
   Principal payments on term loan                                                                   (63,000)               (90,000)
   Increase in cash equivalents restricted under credit facility                                          --                (10,492)
   Advances under bank line of credit                                                             15,685,990             13,699,522
   Principal payments under bank line of credit                                                  (14,843,189)           (14,194,698)
   Funding for capital lease obligation                                                                   --                383,764
   Principal payments of obligations under capital leases                                            (89,195)               (11,771)
   Advances from (payments to) related parties                                                        (5,640)               (40,087)
                                                                                                ------------           ------------
              Net cash provided by (used in) financing activities                                    684,966               (263,762)
                                                                                                ------------           ------------

NET INCREASE (DECREASE) IN CASH                                                                       13,855               (101,924)
    Cash, beginning of period                                                                         43,568                199,434
                                                                                                ------------           ------------

CASH, END OF PERIOD                                                                             $     57,423           $     97,510
                                                                                                ============           ============

SUPPLEMENTAL DISCLOSURE OF CASH FLOW DATA:

    Interest paid                                                                               $    105,365           $    125,644
                                                                                                ============           ============
    Income taxes paid                                                                           $    336,029           $    249,190
                                                                                                ============           ============
</TABLE>

                  See notes to Condensed Financial Statements.


                                        3
<PAGE>

                            COFFEE HOLDING CO., INC.
                          NOTES TO FINANCIAL STATEMENTS
                             JULY 31, 2003 AND 2002
                                   (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 July 31, 2003, its results of operations for the three
      and nine months period ended July 31, 2003 and 2002 and its cash flows for
      the nine months ended July 31, 2003 and 2002. Information included in the
      balance sheet as of October 31, 2002 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, 2002 (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 three and nine months ended July 31, 2003 are
      not necessarily indicative of the results that may be expected for the
      year ending October 31, 2003.

NOTE 3 - INVENTORIES:

      Inventories at July 31, 2003 and October 31, 2002 consisted of the
      following:

                                             July 31, 2003    October 31, 2002
                                              ----------        ----------
      Packed coffee                           $  245,283        $  380,597
      Green coffee                             1,338,758           659,889
      Packaging supplies                         328,769           377,658
                                              ----------        ----------
      Totals                                  $1,912,810        $1,418,144
                                              ==========        ==========
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
                             JULY 31, 2003 AND 2002
                                   (Unaudited)

NOTE 4 - HEDGING (Continued):

      At July 31, 2003, the option contracts held by the Company were
      immaterial.

      At July 31, 2002, the Company held 90 options (generally with terms of two
      months or less) covering an aggregate of 3,375,000 pounds of green coffee
      beans at a price of $0.50 to $0.53 per pound. The fair market value of
      these options, which was obtained from a major financial institution, was
      $20,663 at July 31, 2002.

      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 July 31, 2003, the Company held 144 futures
      contracts for the purchase of 5,400,000 pounds of coffee at an average
      price of $.6155 per pound for September 2003 contracts. The market price
      of coffee applicable to such contracts was $.6345 per pound at that date.

      At July 31, 2002, the Company held 88 futures contracts for the purchase
      of 3,300,000 pounds of coffee at an average price of $.49 per pound for
      various September 2002 contracts. The market price of coffee applicable to
      the contracts was $.47 per pound at that date.

      Included in cost of sales and due from broker for the three and nine
      months ended July 31, 2003 and 2002, the Company recorded realized and
      unrealized gain and losses respectively, on these contracts as follows:

                                                Three Months Ended July 31,
                                                    2003          2002
                                               ------------   --------------
            Realized gains and (losses)         $  44,131       $(96,462)
            Unrealized gains and (losses)       $ 101,324       $ 62,080

                                                 Nine Months Ended July 31,
                                                    2003         2002
                                               ------------   --------------
            Realized gains and (losses)         $ 619,054      $ 280,461
            Unrealized gains and (losses)       $   2,980      $(147,681)

NOTE 5 - LINE OF CREDIT:

      The outstanding balance under a line of credit agreement with a bank was
      $2,164,174 at July 31, 2003. This amount is being reflected as long term
      since the principal loan balance is due in November of 2004.

NOTE 6 - OBLIGATIONS UNDER CAPITAL LEASES:

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


                                        5
<PAGE>
                            COFFEE HOLDING CO., INC.
                          NOTES TO FINANCIAL STATEMENTS
                             JULY 31, 2003 AND 2002
                                   (Unaudited)

NOTE 6 - OBLIGATIONS UNDER CAPITAL LEASES (Continued):

      Depreciation expense of assets under capital lease are included in
      depreciation expense and amounted to $15,228 and $45,684, for the three
      months and nine months ended July 31, 2003.

      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 - 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 nine months
      ended July 31, 2003 and 2002.

NOTE 8 - ECONOMIC DEPENDENCY:

      For the nine months ended July 31, 2003, sales to two customers were each
      in excess of 10% of the Company's total sales. Sales to these customers
      were approximately $2,551,000 and $2,308,000 and the corresponding
      accounts receivable at July 31, 2003 from these customers were
      approximately $127,000 and $201,700 respectively.

      For the nine months ended July 31, 2002, sales to two customers were each
      in excess of 10% of the Company's total sales. Sales to these customers
      were approximately $2,475,000 and $2,101,000 and the corresponding
      accounts receivable at July 31, 2002 from these customers were
      approximately $170,000 and $101,000 respectively.

      For the nine months ended July 31, 2003, purchases from two suppliers were
      each in excess of 10% of the Company's total purchases. Purchases from
      these suppliers were approximately $3,082,000 and $1,063,000 and the
      corresponding accounts payable to these suppliers at July 31, 2003 were
      approximately $110,700 and $124,500, respectively.

      For the nine months ended July 31, 2002, purchases from one supplier were
      in excess of 10% of the Company's total purchases and aggregated
      approximately $2,634,400. At July 31, 2002, the approximate amount due to
      this supplier was $70,400.


                                        6
<PAGE>

Item 2. Management's Discussion and Analysis of Financial Condition and Results
        of Operations Forward-Looking Statements

Cautionary Note on Forward Looking Statements

      Some of the matters discussed under the caption "Management's Discussion
and Analysis of Financial Condition and Results of Operations," in this
quarterly report include forward-looking statements made pursuant to the safe
harbor provisions of the Private Securities Litigation Reform Act of 1995. We
have based these forward-looking statements on our current expectations and
projections about future events, including, among other things:

      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     our success in implementing our business strategy or introducing new
            products;

      o     our ability to attract and retain customers;

      o     our success in expanding our market presence in new geographic
            regions;

      o     the effects of competition from other coffee manufacturers and other
            beverage alternatives;

      o     changes in tastes and preferences for, or the consumption of,
            coffee;

      o     our ability to obtain additional financing; and

      o     other risks which we identify in future filings with the SEC.

      In some cases, you can identify forward-looking statements by terminology
such as "may," "will," "should," "could," "predict," "potential," "continue,"
"expect," "anticipate," "future," "intend," "plan," "believe," "estimate" and
similar expressions (or the negative of such expressions). Any or all of our
forward looking statements in this quarterly report and in any other public
statements we make may turn out to be wrong. They can be affected by inaccurate
assumptions we might make or by known or unknown risks and uncertainties.
Consequently, no forward looking statement can be guaranteed. In addition, we
undertake no responsibility to update any forward-looking statement to reflect
events or circumstances which occur after the date of this quarterly report.


                                       7
<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 the 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, 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     The 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.

Comparison of Results of Operations

Nine Months Ended July 31, 2003 Compared to the Nine Months Ended July 31, 2002

      Net sales totaled $14,485,808 for the nine months ended July 31, 2003, an
increase of $1,715,024 or 13.4% from $12,770,784 in the nine months ended July
31, 2002. The increase in net sales reflects an increase in pounds sold in both
private label coffee and food service coffees and the higher price of the
underlying commodity (coffee). These increases reflect increased sales in food
service business resulting from our hiring of two full-time salespersons to
market our upscale brands to hotels, restaurants, office coffee service
companies and other food service retailers and new private label customers. The


                                       8
<PAGE>

number of Coffee Holding's customers in the gourmet green coffee area grew
approximately 5.9% to 250 customers, including twenty customers using our new
facility in New Orleans, during the nine months ended July 31, 2003. 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,
Coffee Holding believes that its customer base and sales will grow in this area.
Coffee Holding also believes that historically low coffee prices will continue
to encourage consumers to purchase higher quality gourmet coffee relative to
supermarket brands.

      Beginning at the end of 1998, the purchase price of green coffee began a
decline that, with the exception of brief price surges, continued through the
middle of the fourth quarter of fiscal 2002. Declines in green coffee purchase
prices eventually led to declines in selling prices. Selling prices of products
which use commodity coffee react fairly quickly to changes in green coffee
purchase prices. Gourmet green coffee selling prices tend to react more slowly
to changes in purchase prices because demand for gourmet coffee is less price
sensitive. However, beginning in the first quarter of fiscal 2003, the price of
green coffee began to increase and national brands have recently increased their
prices in response. Based on this trend, we believe that pricing pressure will
continue to decrease for the remainder of fiscal 2003 into fiscal 2004.

      Cost of sales in the nine months ended July 31, 2003 was $10,886,840, or
75.2% of net sales, as compared to $9,401,824, or 73.6% of net sales in the nine
months ended July 31, 2002. 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
the increase in green coffee purchase prices. 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. Although our agreements with wholesale customers generally contain
only pricing terms, our contract with a major customer also contains minimum and
maximum purchase obligations at fixed prices. Because our profits on a
fixed-price contract could decline if coffee prices increased, 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 at
favorable prices beginning in the latter half of fiscal 2000 and continuing
through fiscal 2002 and fiscal 2003. The use of these derivative financial
instruments has enabled us to mitigate the effect of changing prices.

      Coffee Holding's gross profit in the nine months ended July 31, 2003 was
$3,598,968, an increase of $230,008 or 6.8%, from $3,368,960 in the nine months
ended July 31, 2002. Gross profit as a percentage of net sales decreased by 1.6%
to 24.8% in the nine months ended 2003 from 26.4% for the same period in 2002.
Margins declined primarily due to higher inventory costs as a result of the
overall increase in green coffee purchase prices. As discussed above, we believe
that our increased inventory position will allow us to increase our sales and
ultimately our margins as coffee prices continue to rise.

      Total operating expenses increased $512,641 or 22.8% to $2,761,326 in the
nine months ended July 31, 2003 from $2,248,685 for the same period in 2002 due
to increases in selling, general and administrative expenses and officers'
salaries. Selling and administrative expenses increased $473,162 or 24.0% to
$2,448,716 for the nine months ended July 31, 2003 from $1,975,554 for the same
period in 2002. As a percentage of net sales, this change represented a 1.4%
increase from 15.5% in the nine months ended July 31, 2002 to 16.9% in the nine
months ended July 31, 2003. The increase in selling expenses reflects our
strategic decision to invest in measures that will increase net sales on a
present and future basis. More specifically, the increase in selling expenses
includes increases in sales commissions, travel expenses and shipping charges.
The increase in commissions and travel expenses reflect the retention of a
commission-based marketing team to market our branded product lines and hiring
of additional sales personnel to market our food service coffee products. The
increase in shipping expenses


                                       9
<PAGE>

reflects the increase in pounds of coffee sold and the addition of new customers
during the period. Consistent with our strategy, during the three months ended
July 31, 2003, we invested $92,000 in packaging development for new customers.
This investment was booked as a prepaid expense and will be expensed over the
next six to twelve months as sales are shipped to these new customers. The
increase in selling expenses were offset in part by decreases in professional
fees incurred.

      Officers' salaries increased $39,479 to $312,610 for the nine months ended
July 31, 2003 from $273,131 for the nine months ended July 31, 2002. The
increase was due to salary increases for senior officers.

      Interest expense decreased $31,895 or 23.2%, from $137,260 in the nine
months ended July 31, 2002 to $105,365 in the nine months ended July 31, 2003.
The decrease is attributable to lower interest rates on outstanding borrowings.
Rates of interest on our outstanding borrowings are tied to the prime rate. As
the prime rate declined from the prior period, the rate of interest payable on
our outstanding borrowings also declined. See "--Liquidity and Capital
Resources."

      We had income of $739,112 before income taxes in the nine months ended
July 31, 2003 compared to income of $998,105 before income taxes in the nine
months ended July 31, 2002. The decrease was attributable primarily to the
increase in operating expenses necessitated by our growth strategy to secure
market share in both the private label and branded coffee segments of our
business.

      Our provision for income taxes for the nine months ended July 31, 2003
totaled $298,300 compared to $409,489 for the nine months ended July 31, 2002.
As a result, we had net income of $440,812, or $.11 per share, in the nine
months ended July 31, 2003 compared to net income of $588,616, or $.15 per share
for the nine months ended July 31, 2002.

Three Months Ended July 31, 2003 Compared to the Three Months Ended
July 31, 2002

      Net sales totaled $4,912,052 for the three months ended July 31, 2003, an
increase of $676,113 or 16.0% from $4,235,939 in the three months ended July 31,
2002. The increase in net sales reflects an increase in pounds sold in both
private label coffee and the higher price of the underlying commodity (coffee).
These increases reflect increased sales in food service business resulting from
our hiring of two full-time salespersons to market our upscale brands to hotels,
restaurants, office coffee service companies and other food service retailers
and new private label customers. The number of Coffee Holding's customers in the
gourmet green coffee area grew approximately 3.3% to 250 customers, including
twenty customers using our new facility in New Orleans, during the three months
ended July 31, 2003. 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, Coffee Holding believes that its
customer base and sales will grow in this area. Coffee Holding also believes
that historically low coffee prices will continue to encourage consumers to
purchase higher quality gourmet coffee relative to traditional supermarket
brands.

      Beginning at the end of 1998, the purchase price of green coffee began a
decline that, with the exception of brief price surges, continued through the
middle of the fourth quarter of fiscal 2002. Declines in green coffee purchase
prices eventually led to declines in selling prices. Selling prices of products
which use commodity coffee react fairly quickly to changes in green coffee
purchase prices. Gourmet green coffee selling prices tend to react more slowly
to changes in purchase prices because demand for gourmet coffee is less price
sensitive. However, beginning in the first quarter of fiscal 2003, the price of
green coffee began to increase and national brands have recently increased their
prices in


                                       10
<PAGE>

response. Based on this trend, we believe that pricing pressure will continue to
decrease for the remainder of fiscal 2003 and into fiscal 2004.

      Cost of sales in the three months ended July 31, 2003 was $3,592,603, or
73.1% of net sales, as compared to $3,035,075, or 71.7% of net sales in the
three months ended July 31, 2002. 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 the increase in green coffee purchase prices. 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. Although our agreements with wholesale customers
generally contain only pricing terms, our contract with a major customer also
contains minimum and maximum purchase obligations at fixed prices. Because our
profits on a fixed-price contract could decline if coffee prices increased, 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 at favorable prices beginning in the latter half of fiscal 2000 and
continuing through fiscal 2002 and fiscal 2003. The use of these derivative
financial instruments has enabled us to mitigate the effect of changing prices.

      Coffee Holding's gross profit in the three months ended July 31, 2003 was
$1,319,449, an increase of $118,585, or 9.9%, from $1,200,864 in the three
months ended July 31, 2002. Gross profit as a percentage of net sales decreased
by 1.4% to 26.9% in the three months ended 2003 from 28.3% for the same period
in 2002. Margins declined primarily due to higher inventory costs as a result of
the overall increase in green coffee purchase prices. As discussed above, we
believe that our increased inventory position will allow us to increase our
sales and ultimately our margins as coffee prices continue to rise.

      Total operating expenses increased $269,365 or 34.7% to $1,045,133 in the
three months ended July 31, 2003 from $775,768 for the same period in 2002 due
to increases in selling, general and administrative expenses and officers'
salaries. Selling and administrative expenses increased $247,017 or 36.5% to
$924,249 for the three months ended July 31, 2003 from $677,232 for the same
period in 2002. As a percentage of net sales, this change represented a 2.8%
increase from 16.0% in the three months ended July 31, 2002 to 18.8% in the
three months ended July 31, 2003. The increase in selling expenses reflects our
strategic decision to invest in measures that will increase net sales on a
present and future basis. More specifically, the increase in selling expenses
includes increases in sales commissions, travel expenses and shipping charges.
The increase in commissions and travel expenses reflect retention of a
commission-based marketing team to market our branded product lines and the
hiring of additional sales personnel to market our food service coffee products.
The increase in shipping expenses reflects the increase in pounds of coffee sold
and the addition of new customers during the period. Consistent with our
strategy, during the three months ended July 31, 2003, we invested $92,000 in
packaging development for new customers. This investment was booked as a prepaid
expense and will be expensed over the next six to twelve months as sales are
shipped to these new customers. The increase in selling expenses were offset in
part by decreases in professional fees incurred.

      Officers' salaries increased $22,348 to $120,884 for the three months
ended July 31, 2003 from $98,536 for the three months ended July 31, 2002. The
increase was due to salary increases for senior officers.

      Interest expense decreased $11,904 or 26.6%, from $44,787 in the three
months ended July 31, 2002 to $32,883 in the three months ended July 31, 2003.
The decrease is attributable to lower interest rates on outstanding borrowings.
Rates of interest on our outstanding borrowings are tied to the prime rate. As
the prime rate declined from the prior period, the rate of interest payable on
our outstanding borrowings also declined. See "--Liquidity and Capital
Resources."


                                       11
<PAGE>

      We had income of $243,438 before income taxes in the three months ended
July 31, 2003 compared to income of $386,587 before income taxes in the three
months ended July 31, 2002. The decrease was attributable primarily to the
increase in operating expenses necessitated by our growth strategy to secure
market share in both the private label and branded coffee segments of our
business.

      Our provision for income taxes for the three months ended July 31, 2003
totaled $76,700 compared to $151,488 for the three months ended July 31, 2002.
As a result, we had net income of $166,738, or $.04 per share, in the three
months ended July 31, 2003 compared to net income of $235,099, or $.06 per share
for the three months ended July 31, 2003.

Liquidity and Capital Resources

      As of July 31, 2003, we had working capital of approximately $2,972,000,
which represented a $1,243,000 increase from our working capital of
approximately $1,729,000 as of October 31, 2002, and total stockholders' equity
of $1,939,209, which increased by $440,812 from our total stockholders' equity
of $1,498,397 as of October 31, 2002. Our working capital increased primarily as
a result of the increased prepaid expenses, inventories and amounts due from
broker, as well as decreased accounts payable at July 31, 2003 compared to
October 31, 2002.

      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 its eligible
inventories. On October 1, 2002, we extended our credit facility for an
additional two years to November 20, 2004 at lower interest rates. Effective
November 21, 2002, interest on the line of credit is payable monthly at the
prime rate plus .25% (an effective rate of 4.25 at July 31, 2003) and interest
on the term loan will be payable monthly at the prime rate plus .50% (an
effective rate of 4.50% at July 31, 2003). Principal payments on the term loan
are payable monthly at $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.

      As of July 31, 2003, the line of credit had an outstanding balance of
$2,164,174 as compared to an outstanding balance of $1,321,373 at October 31,
2002. The outstanding balance under the term loan was $357,000 as of July 31,
2003, and was $420,000 at October 31, 2002. We were in compliance with all
required financial covenants at July 31, 2003.

      We had loans payable to our stockholders, all of whom are members of the
Gordon family, of $86,930 at July 31, 2003. The loans are due on demand and
currently bear interest at a rate of 6% per year, reduced from 10% in 2002 to
reflect the lower interest rate environment. We borrow from our stockholders
from time-to-time to supplement short-term working capital needs. The
stockholders are under no obligation to make such loans. The loans are shown as
long-term liabilities since they will not be repaid during the next year.

      In the nine months ended July 31, 2003, our operating activities used net
cash of $639,661 as compared to the nine months ended July 31, 2002 when net
cash provided by operating activities was $467,879. The decreased cash flow from
operations in the nine months ended July 31, 2003 was primarily due to increased
inventory levels and increased prepaid expenses.

      During the nine months ended July 31, 2003, we used $31,450 of our cash
resources to purchase property and equipment. The additional equipment will
improve our production efficiencies and allow us to better utilize the brick
pack machine purchased in 2002. In addition, we lease machinery and equipment
under a capital lease which expires in July 2005. The interest rate on the
capital lease is 8-


                                       12
<PAGE>

1/3% per annum. Management does not expect to incur other significant capital
expenditures in fiscal 2003.

      We also provided $684,966 of net cash in financing activities in the nine
months ended July 31, 2003, including a net of $842,801 increase in advances on
our bank line of credit.

      We expect to fund our operations, including paying our liabilities,
funding capital expenditures and making required payments on our debts, in
fiscal 2003 through cash provided by operating activities and by drawing on our
credit facilities. 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 July 31, 2003, our debt consisted of approximately $87,000 of fixed
rate debt and approximately $2,521,000 of variable rate debt under our revolving
line of credit and term loan. Interest on the variable rate debt was payable
primarily at 4.25% (or .25% above the prime rate) above the prime rate, with a
portion of the variable rate debt payable at 4.50% (or .50% above the prime
rate) above the prime rate at July 31, 2003. We do not expect changes in
interest rates to have a material effect on results of operations or cash flows
in fiscal 2003, 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 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 July 31, 2003, the option contracts held by us were immaterial.

      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 July 31, 2003, we held 144 futures contracts for the purchase of
5,400,000 pounds of coffee at an average price of $.6155 per pound for September
2003 contracts. The market price of coffee applicable to such contracts was
$.6345 per pound at that date.


                                       13
<PAGE>

Item 3. Controls and Procedures

      Management, including the Company's President and Chief Executive Officer,
has evaluated the effectiveness of the Company's 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 the Company files and submits under the
Exchange Act is recorded, processed, summarized and reported as and when
required.

      There have been no changes in the Company'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.



                                       14
<PAGE>

Part II -- OTHER INFORMATION

Item 1. Legal Proceedings

      None

Item 2. Changes in Securities and Use of Proceeds

      None

Item 3. Defaults upon Senior Securities

      None

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

      None

Item 5. Other Information

      None

Item 6. Exhibits and Reports on Form 8-K

      (a) Exhibits

          31.1  Certification under Section 302 of the Sarbanes-Oxley Act of
                2002.

          32.1  Certification under Section 906 of the Sarbanes-Oxley Act of
                2002.

      (b) Reports on Form 8-K

          None


                                       15
<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)

September 12, 2003


                                       16