Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
GORDON ANDREW
   2. Issuer Name and Ticker or Trading Symbol
COFFEE HOLDING CO INC [JVA] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
President and CEO
(Last)
(First)
(Middle)
C/O COFFEE HOLDING CO., INC., 3475 VICTORY BOULEVARD		 3. Date of Earliest Transaction (Month/Day/Year)
07/12/2011
(Street)

STATEN ISLAND, NY 10314		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock, $0.001 par value 07/12/2011   S   55,000 (1) D $ 23.01 1,089,908 (2) I See Footnote 2
Common Stock, $0.001 par value 07/12/2011   S   34,350 (3) D $ 24.17 1,055,558 I See Footnote 2
Common Stock, $0.001 par value 07/12/2011   S   45,650 (4) D $ 25.12 1,009,908 I See Footnote 2
Common Stock, $0.001 par value 07/12/2011   S   5,000 (5) D $ 25.81 1,004,908 I See Footnote 2
Common Stock, $0.001 par value 07/13/2011   G V 10,000 (6) D $ 0 994,908 I See Footnote 2
Common Stock, $0.001 par value 07/13/2011   G V 2,000 (6) D $ 0 992,908 I See Footnote 2

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
GORDON ANDREW
C/O COFFEE HOLDING CO., INC.
3475 VICTORY BOULEVARD
STATEN ISLAND, NY 10314		   X   X   President and CEO  

Signatures

 /s/ Andrew Gordon   07/13/2011
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) This transaction was executed in multiple trades at prices ranging from $22.64 to $23.63. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number or shares and prices at which the transaction was effected.
(2) The reporting person previously disclosed his indirect ownership of (i) 120,000 shares held by him as custodian for his minor children and (ii) 348,645 shares held by a GRAT, on his Form 4 filed on March 10, 2010 with the SEC. On December 23, 2010, the GRAT was closed and the 348,645 shares were directly held by the reporting person. On February 15, 2011, the reporting person transferred 963,553 shares held directly to A Gordon Family Ventures LLC (the ?Gordon LLC?). Subsequently, the reporting person transferred an additional 61,355 shares to the Gordon LLC on May 19, 2011. Thus, as of May 19, 2011, the reporting person held 1,144,908 shares indirectly and no shares directly.
(3) This transaction was executed in multiple trades at prices ranging from $23.64 to $24.63. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number or shares and prices at which the transaction was effected.
(4) This transaction was executed in multiple trades at prices ranging from $24.64 to $25.63. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number or shares and prices at which the transaction was effected.
(5) This transaction was executed in multiple trades at prices ranging from $25.64 to $26.63. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number or shares and prices at which the transaction was effected.
(6) On July 13, 2011, the reporting person made a gift of (i) 10,000 shares and (ii) 2,000 shares to certain charities.

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