SecProbe.io

September 2, 2011
 Via E-mail

Mr. Andrew Gordon President, CEO and CFO Coffee Holding Co., Inc. 3475 Victory Boulevard Staten Island, New York 10314
        Re:  Coffee Holding Co, Inc.
                Regi stration Statement on Form S-3
                Filed August 19, 2011                 File No. 333-176412

Dear Mr. Gordon:
We have limited our review of your registra tion statement to those issues we have
addressed in our 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 by amendi ng your registration statement and providing
the requested information.  Where you do not be lieve our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
 After reviewing any amendment to your re gistration statement and the information
you provide in response to these comments,  we may have additional comments.
 Registration Statement on Form S-3

 Selling Stockholders, page 24

1. Please advise us if you are relying on Ru le 430B of the Securities Act to omit the
identities of the selling st ockholders and the individual amounts of securities being
registered on their behalf.  Alternativel y, provide the informa tion required by Item
507 of Regulation S-K.  If you are relyi ng on Rule 430B, provide the information
required by Rule 430B(b)(2)(iii) in the regi stration statement. We may have further
comment.

We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that th e filing includes the information the Securities Act
of 1933 and all applicable S ecurities Act rules require.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.

Andrew Gordon
Coffee Holding Co., Inc. September 2, 2011 Page 2
 Notwithstanding our comments, in the event you request accelerati on of the effective
date of the pending registration statement pl ease provide a written statement from the
company acknowledging that:

 should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose th e Commission from taking any action with
respect to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective,  does not relieve the company from its full responsibility
for the adequacy and accuracy of th e disclosure in the filing; and

 the company may not assert staff comments a nd the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.  Please refer to Rules 460 and 461 regard ing requests for acceleration.  We will
consider a written request for acceleration of th e effective date of the registration statement
as confirmation of the fact that those request ing acceleration are aware of their respective
responsibilities under the Securi ties Act of 1933 and the Securiti es Exchange Act of 1934 as
they relate to the proposed public offering of th e securities specified in  the above registration
statement.  Please allow adequate time for us to review any amendment prior to the requested
effective date of the regist ration statement.
 Please contact Shehzad Niazi at (202) 551- 3121 or Pamela Howell, Special Counsel,
at (202) 551-3357 with any questions.

Sincerely,
   /s/ Pamela Howell  for   John Reynolds,
Assistant Director