UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT
                       Pursuant to Section 13 or 15(d) of
                       The Securities Exchange Act of 1934

      Date of Report (Date of earliest event reported): September 15, 2005

                            COFFEE HOLDING CO., INC.
                            ------------------------
             (Exact name of registrant as specified in its charter)

       Nevada                         001-32491                   11-2238111
       ------                         ---------                   ----------
(State or other jurisdiction          (Commission              (IRS Employer
      of incorporation)               File Number)           Identification No.)


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

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

                                 Not Applicable
                                 --------------
         (Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

|_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)

|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)

|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))

|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))

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Item 2.02   Results of Operations and Financial Condition.

      On September 15, 2005, Coffee Holding Co., Inc. announced its earnings for
      the third quarter ended July 31, 2005. A copy of the press release
      describing the earnings is attached as exhibit 99.1.

Item 9.01   Financial Statements and Exhibits.

      (c)   The following exhibit is furnished with this report:

            Exhibit No.                Description

            99.1                       Coffee Holding Co., Inc. press release 
                                       dated September 15, 2005



                                   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 hereunto duly authorized.

Dated:  September 15, 2005           COFFEE HOLDING CO., INC.

                                     By:  /s/ Andrew Gordon
                                          --------------------------------------
                                     Name:Andrew Gordon
                                     Title:President and Chief Executive Officer



                                  EXHIBIT INDEX

Exhibit No.      Description

99.1             Coffee Holding Co., Inc. press release dated September 15, 2005