SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC  20549
                                 ______________

                                   FORM 10-K/A
                                 AMENDMENT NO. 1

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


     FOR  THE  FISCAL  YEAR  ENDED  DECEMBER  28,  2003

                                       OR

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

                         COMMISSION FILE NUMBER 0-32233

                            PEET'S COFFEE & TEA, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
               ______________________________

       WASHINGTON                                               91-0863396
 (STATE  OR  OTHER  JURISDICTION  OF                    (I.R.S.   EMPLOYER
 INCORPORATION  OR  ORGANIZATION)                       IDENTIFICATION  NO.)

                                1400 PARK AVENUE
                       EMERYVILLE, CALIFORNIA  94608-3520
               (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)(ZIP CODE)

                                 (510) 594-2100
              (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)

           SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:

                           COMMON STOCK, NO PAR VALUE

           SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:

                                      NONE
                            ________________________



     Indicate  by  check  mark  whether the registrant (1) has filed all reports
required  to  be  filed by Section 13 or 15(d) of the Securities Exchange Act of
1934  during  the  preceding  12  months  (or  for  such shorter period that the
registrant  was required to file such reports), and (2) has been subject to such
filing  requirements  for  the  past  90  days.          Yes [X]     No.



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



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



     The  approximate  aggregate  market  value  of  the  voting  stock  held by
non-affiliates  of the registrant based on the closing price of the Common Stock
on  June  29, 2003 (the registrant's most recently completed second quarter) and
February  27,  2004  as reported by the Nasdaq National Market, was $204,043,391
and $255,352,259, respectively.  Shares of Common Stock held by each officer and
director  and  each  person  known  to  the  Company  to hold 10% or more of the
outstanding  Common Stock have been excluded as such persons may be deemed to be
affiliates  of  the  Company.  Such  determination  of  affiliate  status is not
necessarily  a  conclusive determination for other purposes.  As of February 27,
2004,  13,146,328  shares  of  registrant's  Common  Stock  were  outstanding.

                       DOCUMENTS INCORPORATED BY REFERENCE

     Portions  of  the  proxy  statement related to the registrant's 2004 annual
meeting  of  stockholders,  which  proxy  statement  will  be  filed  under  the
Securities  Exchange  Act of 1934 within 120 days of the end of the registrant's
fiscal year ended December 28, 2003, are incorporated by reference into Part III
of  this  Form  10-K.



                                EXPLANATORY NOTE

     This Amendment No. 1 (the "Amendment") to Peet's Coffee & Tea, Inc.'s  (the
"Company")  Annual  Report  on  Form 10-K for the fiscal year ended December 28,
2003  (the  "Form 10-K") is being filed for the purposes of correcting errors on
both  the cover page and Exhibit 23.1 to Form 10-K filed electronically with the
Securities  and  Exchange  Commission on March 12, 2004.  The cover page of Form
10-K  failed  to  contain  the  following  "X"  marks: (i) next to the paragraph
identifying  the  filing  as  an  annual  report;  (ii) next to the "YES" in the
paragraph  indicating  that the Company has timely filed all reports required to
be filed by the Securities and Exchange Act of 1934; and (iii) next to the "YES"
in  the  paragraph indicating that the Company is an accelerated filer.  Exhibit
23.1  to Form 10-K, the consent from the Company's independent auditors Deloitte
&  Touche LLP ("Deloitte"), failed to contain a conforming signature even though
a  signed  consent from Deloitte was on file with the Company.  No other changes
are  being  made  by  means  of  this  Amendment.

     The  Company hereby amends Exhibit 23.1 previously filed with its Form 10-K
by  replacing  it  with  the  Exhibit  23.1  attached hereto and incorporated by
reference  into  the  Form  10-K.




ITEM  15.  EXHIBITS,  FINANCIAL  STATEMENT  SCHEDULES,  AND  REPORTS ON FORM 8-K

     The  Following  additional  exhibits  are  filed  herewith:

EXHIBIT  DESCRIPTION
-------  -----------
23.1     Consent  of  Deloitte  &  Touche  LLP.

31.1     Certification  of the Company's Chief Executive Officer, Patrick O'Dea,
          pursuant  to Rule 13a-14(a) under the Securities Exchange Act of 1934,
          as  amended.

31.2     Certification  of the Company's Chief Financial Officer, Thomas Cawley,
          pursuant  to Rule 13a-15(a) under the Securities Exchange Act of 1934,
          as  amended

32.1     Certification  of the Company's Chief Executive Officer, Patrick O'Dea,
          pursuant  to  Section  906  of  Sarbanes-Oxley  Act  of  2002

32.2     Certification  of the Company's Chief Financial Officer, Thomas Cawley,
          pursuant  to  Section  906  of  Sarbanes-Oxley  Act  of  2002.


<PAGE>


                                   SIGNATURES

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


Date:  March  15,  2004             PEET'S  COFFEE  &  TEA,  INC.
                                    By:  /s/  Patrick  J.  O'Dea
                                    -----------------------
                                    Patrick  J.  O'Dea
                                    President  and  Chief  Executive  Officer


     Pursuant  to  the requirements of the Securities Exchange Act of 1934, this
report  has  been  signed  below  by  the  following  persons  on  behalf of the
registrant  and  in  the  capacities  and  on  the  dates  indicated.

     SIGNATURE          TITLE                                   DATE
     ---------          -----                                   ----

/s/ PATRICK J. O'DEA    President, Chief Executive Officer      March 15, 2004
----------------------- and Director  (Principal  Executive
Patrick  J.  O'Dea      Officer)

/s/  THOMAS P. CAWLEY   Vice President, Chief Financial Officer, March 15, 2004
---------------------   and  Secretary  (Principal  Financial
Thomas  P.  Cawley      and Accounting  Officer)


__________*___________     Chairman                         March  15,  2004

     Jean-Michel  Valette

__________*___________     Director                         March  15,  2004

     Gerald  Baldwin

__________*___________     Director                         March  15,  2004

     Hilary  Billings

__________*___________     Director                         March  15,  2004

     Gordon  A.  Bowker

__________*___________     Director                         March  15,  2004

     H.  William  Jesse,  Jr.

__________*___________     Director                         March  15,  2004

     Christopher  P.  Mottern


*By:  /s/  PATRICK  J.  O'DEA
     ------------------------
     Patrick  J.  O'Dea
      Attorney-in-Fact





<PAGE>