SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-5546
       DIVISION OF
CORPORATION FINANCE

       October 29, 2010 Andrew Gordon, President Coffee Holding Co., Inc. 3475 Victory Boulevard Staten Island, New York 10314
RE:  Coffee Holding Co., Inc.
Form 10-K for the Fiscal Year Ended October 31, 2009 Filed January 28, 2010 File No. 1-32491
 Dear Mr. Gordon:
 We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us w ith information so we may better understand
your disclosure.
 Please respond to this letter within te n business days by amending your filing or
by advising us when you will provide the re quested response. If you do not believe our
comments apply to your facts and circumstan ces or do not believe an amendment is
appropriate, please tell us  why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these comments, we may have additional comments.
 Form 10-K for the Fiscal Year Ended October 31, 2009

 Item 8. Financial Statements and Supplementary Data, page 27

 Notes to Consolidated Financial Statements, page F-9

 1. We note that you operate in one segment.  We further note on pages one and five that wholesale green coffee, private labe l coffee, and branded coffee are your core
product categories, and on page nine that  these are also th e three areas you
compete in.  Please tell us the operating se gment(s) that you have identified and in
accordance with FASB ASC 280-10-50-1.  Also  further describe to us the factors
used in your conclusion that you have one  reportable segment, including your
consideration of the a ggregation criteria in FASB ASC 280-10-50-11 and
quantitative thresholds in FASB  ASC 280-10-50-12, as applicable.

Andrew Gordon
Coffee Holding Co., Inc.
October 29, 2010 Page 2

Note 2 – Summary of Significant Accounting Policies, page F-9
 2. Please tell us and describe in future filings what the commodities held at broker
represent.

Income Taxes, page F-11

3. We note that you currently have no federal or  state tax examinations in progress.
Please tell us and describe in future fili ngs the tax years that  remain subject to
examination by major tax jurisdictions as required by ASC 740-10-50-15(e).
 Revenue Recognition, page F-12

 4. We note that you generally recognize revenue  at the time of shipment.  We further
note that you seek reimbursement from the shipper if a customer claims receipt of
damaged goods.  Please explain to us how you determined that the risk of
ownership transfers at the time of shipment.  In that rega rd, it appears to us that
you have a standard practice of replacing goods that are damaged in transit which
would cause the risks and rewards of ownership to remain with you until the
goods are delivered to the customer.
 5. We note that returns and allowances are recorded when a customer claims receipt of damaged goods and are included in the de termination of net sales.  Please tell
us if you estimate and recognize returns and allowances at the tim e of sale or if
you only recognize returns and allowances when incurred.  To the extent that you do not estimate and recognize returns and allowances at the time of sale, please
tell us how you considered the requi rements of ASC 605-15-25-1 to 25-4.
 Part III, page 29

 Item 10.  Directors, Executive Officer s and Corporate Governance, page 29

Incorporated by reference from the Co mpany’s Schedule 14A filed March 1, 2010

6. Future filings should briefl y describe the leadership structure of the company’s
board, such as whether the same person se rves as both principal executive officer
and chairman of the board.  This disclosure should indicate why the company has determined that its leadership structure is appropriate given the specific characteristics or circumstances of the company.  See Item 407(h) of Regulation
S-K.  Please provide draft disclosu re in response to this comment.

Item 11.  Executive Compensation, page 29

 7. We note the reference on page 14 of the Definitive Schedule 14A filed March 1, 2010 to long-term incentives, including “stock options, deferred compensation

Andrew Gordon
Coffee Holding Co., Inc.
October 29, 2010 Page 3

and fringe benefits.”  Please advise w hy you do not provide the table required by
Item 402(p) of Regulation S-K.

8. In future filings, please provide the di sclosure required by Item 401(e)(1) of
Regulation S-K.  For each director, brie fly discuss the specific experience,
qualifications, attributes or skills that le d to the conclusion th at the person should
serve as a director for the company, in  light of the company’s business and
structure.  Please provide draft disclo sure in response to this comment.

Part IV, page 30
 List of Exhibits, page 30

9. Please file the joint venture agreement with Caruso’s Coffee, Inc. or tell us why it
is not required to be filed.  Similarly,  please file the licensing agreement with
Entenmann’s Products, Inc. and continui ng contracts or arrangements with
material customers, or advise.
Form 10-Q for the Fiscal Quarter Ended July 31, 2010

 Notes to Condensed Consolidated Financial Statements, page 5

 10. We note that the prepaid green coff ee balance of $1,656,300 is approximately
eight percent of your total assets at Ju ly 31, 2010.  Please tell us what this line
item represents.  Also confirm that you will include accounting policy footnote disclosure for prepaid green coffee in future filings, as applicable, and provide us with the text of your proposed footnote disclo sure to be included in future filings.
   We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes the information the Securities
Exchange Act of 1934 and all applicable Exch ange Act rules require.  Since the company
and its management are in possession of all f acts relating to a company’s disclosure, they
are responsible for the accuracy and adequacy  of the disclosures they have made.

In responding to our comments, please provide a written statement from the
company acknowledging that:
• the company is responsible for the adequacy  and accuracy of the disclosure in the
filing;
• staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and

Andrew Gordon
Coffee Holding Co., Inc.
October 29, 2010
Page 4

• the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities laws of the
United States.

You may contact John Archfi eld at (202) 551-3315 or Ryan Milne at (202) 551-
3638 if you have questions regarding comments on the financial statements and related
matters.  Please contact Janice McGuirk at (202) 551-3395 or Jim Lopez at (202) 551-
3536 with any other questions.
Sincerely,
       John Reynolds
Assistant Director