SecProbe.io

December 14, 2010
 Andrew Gordon, President Coffee Holding Co., Inc. 3475 Victory Boulevard Staten Island, New York  10314           RE:  Coffee Holding Co., Inc.
                 Form 10-K FYE October 31, 2009
                 Filed January 28, 2010;                  Schedule 14A for the Annual Meeting April 22, 2010                  Filed March 1, 2010                  File No. 1-32491

Dear Mr. Gordon:
We have reviewed your response filed November 30, 2010 and have the following
comments.  In some of our comments, we may ask you to provide us with 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 reque sted 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 ma y 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 your response to comment one of our  letter dated October 29, 2010.  Please
confirm to us that you will provide in futu re filings the disclosure required by ASC
280-10-50-21(a) regarding the aggregation of  operating segments, and provide us
with the text of your proposed footnote disclosu re to be included in future filings.
 Note 2 – Summary of Significant Accounting Policies, page F-9

 2. We note in your response to comment two of our letter dated October 29, 2010 that
commodities held at broker represent the ma rket value of your trading account, which
consists of cash and future and option cont racts for coffee held at Morgan Stanley

Andrew Gordon, President
Coffee Holding Co., Inc. December 14, 2010 Page 2
Smith Barney.  Please tell us the value of each component (e.g. cash, future contracts,
and option contracts) of this account at October 30, 2009 and July 31, 2010.  To the
extent the commodities held at broker account  includes cash and cash equivalents, tell
us why you do not classify the cash and cas h equivalents as such on your balance
sheet.
 Revenue Recognition, page F-12

 3. We note in your response to comment four  of our letter dated October 29, 2010 that
in the event a customer claims receipt of  damaged goods, your standard practice is to
file a claim for reimbursement from the shi pper in the role of an  agent on behalf of
the customer and then ship a completely new order to the customer once a claim has been filed.  Please tell us how you c onsidered the following two factors in
determining that the risks and rewards of ow nership transfer at th e point of shipment
rather than at the point of destination:  (a) You recorded returns in fiscal 2009 for goods  damaged in transit, which indicates
that the risks and rewards of ownership do not transfer at the point of shipment;
and
(b)  You do not wait until the claim with the shipper has been settled before shipping
a replacement order, rather you ship a re placement order when the claim is filed,
which indicates that you will replace th e goods no matter whether the claims are
settled and that the risks a nd rewards of ownership do not transfer at the point of
shipment.
 4. To the extent your disclosures with respect  to your return policy do not accurately
portray your standard business practices, plea se provide us with the disclosure that
you intend to include in future filings.
 Note 13 – Fair Value Measurements, page F-23

 5. We note your Level 1 categoriz ation of commodities under th e fair value hierarchy.
We further note on page F-10 that you obtaine d the fair market value of options at
October 31, 2009 from major financial institution s.  Please explain to us the basis for
your categorization of commodities as  Level 1 rather than Level 2.

Schedule 14A for the Annua l Meeting April 22, 2010

 Individuals Serving on the Bo ard of Directors, page 6

 6. While we note your response to our comment  eight in the letter of October 29, 2010
and the draft disclosure sugge sted to be added in the co mpany’s future filings, we
reissue the comment.  The disclosure c ontemplated by Item 401(e)(1) of Regulation

Andrew Gordon, President
Coffee Holding Co., Inc. December 14, 2010 Page 3
S-K requires a discussion of the “specific experience, qualificati ons, attributes or
skills” of each director.  We believe th at the reference to “industry and business
expertise” for several directors is boiler-p late and not responsive to the Item
requirement. See Compliance and Disclosure  Interpretations (“CD I”)  Question
116.05 for guidance.  Please provide draft disclosure  accordingly .
 Closing Comments

You may contact John Archfiel d, staff accountant, at (202) 551-3315 or Ryan Milne,
accounting reviewer at (202) 551-3688 if you ha ve questions regarding comments on the
financial statements and related matters.  Plea se contact Janice McGuirk, examiner, at (202)
551-3395 or Jim Lopez, legal reviewer at (202) 551- 3536 with any other questions.

Sincerely,
       John Reynolds,
Assistant Director
  cc:  via fax to Steven Skolnick, Esq.                        (973) 597-2477