SecProbe.io

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 COFFEE
HOLDING CO., INC.

 3475
Victory Boulevard,

 Staten
Island, NY 10314

 March
28, 2025

 VIA
EDGAR

 U.S.
Securities and Exchange Commission

 Division
of Corporation Finance

 Office
of Technology

 100
F Street, N.E.

 Washington,
DC 20549

 Attn:
Jenny O'Shanick

 Re:

 Coffee
 Holding Co., Inc.

 Registration
 Statement on Form S-3

 Filed
 March 14, 2025

 File
 No. 333-285832

 Dear
Ms. O'Shanick:

 Pursuant
to Rule 461 under the Securities Act of 1933, as amended, Coffee Holding Co., Inc., hereby requests acceleration of effectiveness of
the above referenced Registration Statement so that it will become effective at 5:00 p.m. ET on Tuesday, April 1, 2025, or as soon as
thereafter practicable.

 Very
 truly yours,

 /s/
 Andrew Gordon

 Andrew
 Gordon

 President,
 Chief Executive Officer and Chief Financial Officer

 cc:

 Ellenoff
 Grossman & Schole LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 March 20, 2025

Andrew Gordon
Chief Executive Officer
COFFEE HOLDING CO., INC.
3475 Victory Boulevard,
Staten Island, New York 10314

 Re: COFFEE HOLDING CO., INC.
 Registration Statement on Form S-3
 Filed March 14, 2025
 File No. 333-285832
Dear Andrew Gordon:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Jenny O'Shanick at 202-551-8005 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Manufacturing
cc: Benjamin S. Reichel
</TEXT>
</DOCUMENT>

United States securities and exchange commission logo
March 8, 2023
Andrew Gordon
Chief Executive Officer
Coffee Holding Co., Inc.
3475 Victory Boulevard
Staten Island, New York 10314
Re:Coffee Holding Co., Inc.
Form 8-K Furnished on January 25, 2023
File No. 001-32491
Dear Andrew Gordon:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

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     Steven
    M. Skolnick
    One
    Lowenstein Drive

     Partner
    Roseland,
    New Jersey 07068

    T:
    973 597 2476

    F:
    973 597 2477

    E:
    sskolnick@lowenstein.com

February
23, 2023

VIA
EDGAR

United
States Securities and Exchange Commission

Division
of Corporation Finance

Office
of Manufacturing

Washington,
DC 20549

    Attn:
    Eiko
    Yaoita Pyles

    Re:
    Coffee
    Holding Co., Inc.

    Form 8-K Furnished on January 25, 2023

    File No. 001-32491

Ladies
and Gentlemen:

This
letter sets forth the response of Coffee Holding Co., Inc. (the “Company”) to the comment of the Staff (the
“Staff”) of the Securities and Exchange Commission (the “Commission”) set forth in
your letter, dated January 26, 2023, with respect to the Company’s Current Report on Form 8-K , as furnished to the SEC on January
25, 2023 (the “Current Report”).

For
your convenience, the Staff’s comment is reprinted in bold below, followed by the Company’s response thereto.

The
Company has authorized us to respond to the Comment Letter as follows:

Form
8-K Furnished on January 25, 2023

Item
4.02

1.
Your disclosure appears to indicate that the errors in the consolidated statement of operations for the fiscal year ended October 31,
2020 is only included in your Form 10-K for the fiscal year ended October 31, 2021. If this error is included in your other filings,
please revise to disclose as such in your Form 8-K. Also amend your Form 10-K for the fiscal year ended October 31, 2020, if applicable,
and amend your Form 10-Q to the extent the errors have any effect on your fiscal 2022 Form 10-Qs.

Response: The Company acknowledges the Staff’s
comment and respectfully advises the Staff that after further analysis by the Company’s management and accounting staff, and in
consultation with its auditors, the Company has determined to restate the previously filed financial statements for the fiscal year ended
October 31, 2020 and October 30, 2019 included in the associated Form 10-K for the fiscal year ended October 31, 2020 originally filed
with the SEC on February 16, 2021, as amended on February 26, 2021. Further, to correct errors in the Company’s accounting for certain
intercompany eliminations in its consolidated statements of operations for the fiscal periods ended January 31, 2020, April 30, 2020 and
July 31, 2020 (collectively, the “2020 Interim Periods”), the Company will be amending the Quarterly Reports on Form 10-Q
filed for the fiscal periods ended January 31, 2021, April 30, 2021 and July 31, 2021 in order
to correct the comparative periods presented therein to reflect adjustments made to correct errors in the Company’s accounting for
certain intercompany eliminations during such 2020 Interim Periods.

    Securities and Exchange Commission

Division of Corporation Finance

February 23, 2023

Page 2

Further, the Company respectfully advises the Staff that it
has determined that there are no material misstatements in any interim financial statements during the fiscal years ended October 31,
2021 or 2022 included in any previously filed Quarterly Report on Form 10-Q and the Company does not currently have an intention to restate
or amend those reports.

Any
questions regarding the contents of this letter should be addressed to the undersigned at (973) 597-2476.

Very
truly yours,

    /s/
    Steven M. Skolnick

    Steven M. Skolnick

    cc:
    Andrew
    Gordon, Coffee Holding Co., Inc.

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    Steven M. Skolnick
    One Lowenstein Drive

    Partner
    Roseland, New Jersey 07068

    T:
    973
    597 2476

    F:
    973
    597 2477

    E:
    sskolnick@lowenstein.com

February
16, 2023

VIA
EDGAR

United
States Securities and Exchange Commission

Division
of Corporation Finance

Office
of Manufacturing

Washington,
DC 20549

    Attn:
    Eiko
    Yaoita Pyles

    Re:
    Coffee
    Holding Co., Inc.

    Form 8-K Furnished on January 25, 2023

    File No. 001-32491

Dear
Ms. Pyles:

We
acknowledge receipt of your comment letter dated January 26, 2023, regarding the filing referenced above. We respectfully request additional time to
draft, internally review, and respond to your letter, with an anticipated filing of our response on or before Thursday, February
23, 2023.

We
appreciate your assistance in this matter and will be pleased to provide additional information you may need regarding this extension
request.

Any
questions regarding the contents of this letter should be addressed to the undersigned at (973) 597-2476.

Very
truly yours,

    /s/
    Steven M. Skolnick

    Steven
    M. Skolnick

    cc:
    Andrew
    Gordon, Coffee Holding Co., Inc.

United States securities and exchange commission logo
January 26, 2023
Andrew Gordon
Chief Executive Officer
Coffee Holding Co., Inc.
3475 Victory Boulevard
Staten Island, New York 10314
Re:Coffee Holding Co., Inc.
Form 8-K Furnished on January 25, 2023
File No. 001-32491
Dear Andrew Gordon:
            We have reviewed your filing and have the following comment.
            Please respond to this comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comment apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this comment, we may have additional comments.
Form 8-K Furnished on January 25, 2023
Item 4.02
1.Your disclosure appears to indicate that the errors in the consolidated statement of
operations for the fiscal year ended October 31, 2020 is only included in your Form 10-K
for the fiscal year ended October 31, 2021. If this error is included in your other filings,
please revise to disclose as such in your Form 8-K. Also amend your Form 10-K for the
fiscal year ended October 31, 2020, if applicable, and amend your Form 10-Q to the
extent the errors have any effect on your fiscal 2022 Form 10-Qs.

 FirstName LastNameAndrew Gordon
 Comapany NameCoffee Holding Co., Inc.
 January 26, 2023 Page 2
 FirstName LastName
Andrew Gordon
Coffee Holding Co., Inc.
January 26, 2023
Page 2
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            You may contact Eiko Yaoita Pyles, Staff Accountant, at 202-551-3587 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

United States securities and exchange commission logo
October 20, 2022
Andrew Gordon
Chief Executive Officer and Chief Financial Officer
COFFEE HOLDING CO INC
3475 Victory Boulevard
Staten Island, NY 10314
Re:COFFEE HOLDING CO INC
Form 10-K for the Year Ended October 31, 2021
File No. 001-32491
Dear Andrew Gordon:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

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     Steven M. Skolnick
    One Lowenstein Drive

     Partner
    Roseland, New Jersey 07068

    T:
    973 597 2476

    F:
    973 597 2477

    E:
    sskolnick@lowenstein.com

October
17, 2022

VIA
EDGAR

United
States Securities and Exchange Commission

Division
of Corporation Finance

Office
of Manufacturing

Washington,
DC 20549

    Attn:
    Claire Erlanger

    Kevin Woody

    Re:
    Coffee
    Holding Co., Inc.

    Form
    10-K for the Year Ended October 31, 2021

    File
    No. 001-32491

Ladies
and Gentlemen:

This
letter sets forth the response of Coffee Holding Co., Inc. (the “Company”) to the comments of the Staff (the
“Staff”) of the Securities and Exchange Commission (the “Commission”) set forth in
your letter, dated October 7, 2022, with respect to the Company’s Annual Report on Form 10-K for the year ended October 31, 2021,
as filed with the SEC on January 31, 2022 (the “Annual Report”).

For
your convenience, the Staff’s comment is reprinted in bold below, followed by the Company’s response thereto.

The
Company has authorized us to respond to the Comment Letter as follows:

Form
10-K for the Fiscal Year Ended October 31, 2021

Item
9A. Controls and Procedures, page 28

 1. We
                                            note your disclosure that management has determined that your internal control over financial
                                            reporting (“ICFR”) was not effective as of October 31, 2021 due to certain material
                                            weaknesses. However, we also note your disclosure that your President, CEO and CFO concluded
                                            that disclosure controls and procedures (“DCP”) were effective as of the end
                                            of the period covered by this report. Please explain to us why you believe DCP were effective
                                            when ICFR was determined not to be effective.

Response:
The Company’s management concluded that that the Company’s disclosure controls and procedures were not effective as of
October 31, 2021, and the statement to the contrary in the Annual Report was the result of an inadvertent omission of the word “not”
in the disclosure. The Company respectfully advises the Staff that the Quarterly Reports on Form 10-Q filed by the Company on March 17,
2022, June 14, 2022 and September 14, 2022 each disclose that the Company’s disclosure controls and procedures were not effective
at the end of each of the respective reporting periods covered by such reports. The Company hereby undertakes to properly reflect management’s
conclusions as to internal control over financial reporting in future SEC filings.

Securities and Exchange Commission

Division of Corporation Finance

October
17, 2022

Page 2

Statement
of Operations, page F-6

 2. We
                                            note your disclosure of the line-item “Net Income Before Non-Controlling Interest”
                                            on your Statement of Operations. Please clarify how your presentation complies with ASC 810-10-55-4(J).
                                            In this regard, your line-item description indicates that the amount is “before”
                                            the non- controlling interest, but the amount appears to include the noncontrolling interest.
                                            Please revise your disclosures accordingly. Additionally, we note your disclosure in MD&A
                                            on page 26 that you had a net income of $1,255,354 for the fiscal year ended October 31,
                                            2021. Please revise to disclose the amount of net income in accordance with GAAP and clarify
                                            that the amount you have disclosed is net income attributable to the controlling interest.
                                            Please revise accordingly.

Response:
The Company respectfully advises the Staff that the line-item referenced in the comment does in fact include the 40% noncontrolling
interest in Generations Coffee Company, LLC (“GCC”). The use of “Before Non-Controlling Interest” is meant to
signify that the number presented (i.e. $867,677) is Net Income (Loss) before any adjustment is made for the noncontrolling interest.
For the Year Ended October 31, 2021, GCC had a net loss ($387,677, representing the 40% noncontrolling interest in GCC) which the Company
added back into the Company’s Net Income calculation to arrive at “Net Income (Loss) Attributable to Coffee Holding Co.,
Inc.” of $1,255,354. The Company advises the Staff that in future SEC filings, the Company will rename the line-item referenced
in the Staff’s comment to read “Net Income (Loss) Before Adjustment for Non-Controlling Interest in Subsidiary.”

Further,
in future SEC filings, the Company will clarify that the amount of Net Income reported in MD&A is attributable to the Company’s
controlling interest in GCC.

Any
questions regarding the contents of this letter or the Revised Registration Statement should be addressed to the undersigned at (973)
597-2476.

Very
truly yours,

    /s/
    Steven M. Skolnick

Steven
M. Skolnick

    cc:
    Andrew Gordon, Coffee
    Holding Co., Inc.

United States securities and exchange commission logo
October 7, 2022
Andrew Gordon
Chief Executive Officer and Chief Financial Officer
COFFEE HOLDING CO INC
3475 Victory Boulevard
Staten Island, NY 10314
Re:COFFEE HOLDING CO INC
Form 10-K for the Year Ended October 31, 2021
File No. 001-32491
Dear Andrew Gordon:
            We have limited our review of your filing to the financial statements and related
disclosures 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 these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 10-K for the Fiscal Year Ended October 31, 2021
Item 9A. Controls and Procedures, page 28
1.We note your disclosure that management has determined that your internal control over
financial reporting (“ICFR”) was not effective as of October 31, 2021 due to certain
material weaknesses.  However, we also note your disclosure that your President, CEO
and CFO concluded that disclosure controls and procedures (“DCP”) were effective as of
the end of the period covered by this report.  Please explain to us why you believe DCP
were effective when ICFR was determined not to be effective.
Statement of Operations, page F-6
2.We note your disclosure of the line-item “Net Income Before Non-Controlling Interest”
on your Statement of Operations.  Please clarify how your presentation complies with
ASC 810-10-55-4(J).  In this regard,  your line-item description indicates that the amount
is “before” the non- controlling interest, but the amount appears to include the non-
controlling interest.  Please revise your disclosures accordingly.  Additionally, we note

 FirstName LastNameAndrew  Gordon
 Comapany NameCOFFEE HOLDING CO INC
 October 7, 2022 Page 2
 FirstName LastName
Andrew  Gordon
COFFEE HOLDING CO INC
October 7, 2022
Page 2
your disclosure in MD&A on page 26 that you had a net income of $1,255,354 for the
fiscal year ended October 31, 2021.  Please revise to disclose the amount of net income in
accordance with GAAP and clarify that the amount you have disclosed is net income
attributable to the controlling interest.    Please revise accordingly.
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            You may contact Claire Erlanger at (202) 551-3301 or Kevin Woody at (202) 551-
3629 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

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Coffee Holding Co., Inc.

3475 Victory Boulevard

Staten Island, New York 10314

September 20, 2011

Securities and Exchange Commission

100 F Street, N.W.

Washington, D.C.  20549

Re:          Coffee Holding Co., Inc. (the "Company")

Registration Statement on Form S-3/A (File No. 333-176412)

Ladies and Gentlemen:

In connection with the above-captioned registration statement, and pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Act”), the Company hereby requests that the effective date of the above-mentioned registration statement be accelerated to 4:30 p.m. (New York time) on Thursday, September 22, 2011, or as soon thereafter as practicable.

The Company hereby acknowledges that:

·

should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the 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 the disclosure in the filing; and

·

the Company may not assert 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.

Very  truly yours,

Coffee Holding Co., Inc.

By:

/s/ Andrew Gordon

Name: Andrew Gordon

Title: President, Chief Executive Officer

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[Coffee Holding Letterhead]

September 14, 2011

U.S. Securities and Exchange Commission

Division of Corporate Finance

100 F Street, N.E.

Washington, D.C.  20549

Attn:  John Reynolds

RE:

Coffee Holding Co., Inc. (the “Company”)

Registration Statement on Form S-3

Filed August 19, 2011

File No. 333-176412

Dear Mr. Reynolds:

The following is a response to the letter of comment dated, September 2, 2011, from the Staff (the “Staff”) of the Securities and Exchange Commission (the “SEC”).  To assist the Staff’s review, the response is numbered to correspond to the numbered paragraph in the Staff’s letter of comment.

Registration Statement on Form S-3

Selling Stockholders

1.

Please advise us if you are relying on Rule 430B of the Securities Act to omit the identities of the selling stockholders and the individual amounts of securities being registered on their behalf.  Alternatively, provide the information required by Item 507 of Regulation S-K.  If you are relying on Rule 430B, provide the information required by Rule 430B(b)(2)(iii) in the registration statement.  We may have further comment.

The Company acknowledges the Staff's comment and hereby informs the Staff that it is relying on Rule 430B of the Securities Act since the Company satisfies each of the conditions set forth in Rule 430B(b)(2).  In addition, the Company has revised the disclosure on page 24 as requested by the Staff.

This will confirm that the Company understands that:

●

the Company is responsible for the adequacy and accuracy of the disclosure in the filing;

John Reynolds

September 14, 2011

●

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

●

the Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

If you have any questions with respect to the foregoing, please feel free to call me at (718) 832-0800 or Steven Skolnick of Lowenstein Sandler PC, our outside counsel, at 973-597-2476.

Very truly yours,

/s/ Andrew Gordon

Andrew Gordon

cc:           Steven M. Skolnick, Esq.

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

January 26, 2011
 Andrew Gordon, President Coffee Holding Co., Inc. 3475 Victory Boulevard Staten Island, New York  10314
Re: Coffee Holding Co., Inc.
Form 10-K Fiscal Year  Ended October 31, 2009;
Schedule 14A for Annual Meeting April 22, 2010  File No.  1-32491

Dear Mr. Gordon:
We have completed our review of your fili ng and do not have any further comments at
this time.
Sincerely,
  /s/ James Lopez (for)               John Reynolds
Assistant Director

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[Coffee Holding Letterhead]

January 7, 2011

U.S. Securities and Exchange Commission

Division of Corporate Finance

Mail Stop 3030

100 F Street, N.E.

Washington, D.C.  20549

Attn:  John Reynolds

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. Reynolds:

The following are responses to the letter of comment dated December 14, 2010 from the Staff (the “Staff”) of the Securities and Exchange Commission (the “SEC”).  To assist the Staff’s review, the responses are numbered to correspond to the numbered paragraphs in the Staff’s letter of comment.

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 future 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 disclosure to be included in future filings.

The following revised language will be added to the Business Activities note in all applicable future filings, including our upcoming Form 10-K for the fiscal year ended October 31, 2010:

“Note 1 - Business Activities:

Coffee Holding Co., Inc. (the “Company”) conducts wholesale coffee operations, including manufacturing, roasting, packaging, marketing and distributing roasted and blended coffees for private labeled accounts and its own brands, and it sells green coffee. The Company’s core product, coffee, can be summarized and divided into three product categories (“product lines”) as follows:

John Reynolds

January 7, 2010

Page 2

Wholesale Green Coffee:  unroasted raw beans imported from around the world and sold to large and small roasters and coffee shop operators;

Private Label Coffee:  coffee roasted, blended, packaged and sold under the specifications and names of others, including supermarkets that want to have their own brand name on coffee to compete with national brands; and

Branded Coffee: coffee roasted and blended to the Company’s own specifications and packaged and sold under the Company’s seven proprietary and licensed brand names in different segments of the market.

The Company’s private label and branded coffee sales are primarily to customers that are located throughout the United States with limited sales in Canada. Such customers include supermarkets, wholesalers, and individually-owned and multi-unit retailers.   The Company’s unprocessed green coffee, which includes over 90 specialty coffee offerings, is sold primarily to specialty gourmet roasters and to coffee shop operators in the United States.

The Company’s wholesale green, private label, and branded coffee product categories generate revenues and cost of sales individually but incur selling, general and administrative expenses in the aggregate. There are no individual product managers and discrete financial information is not available for any of the product lines. The Company’s product portfolio is used in one business and it operates and competes in one business activity and economic environment. In addition, the three product lines share customers, manufacturing resources, sales channels, and marketing support. Thus, the Company considers the three product lines to be one single reporting segment.”

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 market value of your trading account, which consists of cash and future and option contracts for coffee held at Morgan Stanley 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 cash equivalents as such on your balance sheet.

John Reynolds

January 7, 2010

Page 3

The Company will add the following narrative detailing each component comprising the commodities to the Commodity note in the Summary of Significant Accounting Policies section in all applicable future filings, including our upcoming Form 10-K for the fiscal year ended October 31, 2010.

The Company has open position contracts held by a broker, which includes cash and commodities for futures and options summarized as follows:

October 31, 2009

July 31, 2010

  Cash

$405,440

$849,586

  Option Contracts

$65,812

$186,979

  Future Contracts

$11,494

$0

  Total

$482,746

$1,036,565

The Company has grouped the cash balances held by the broker with the cash balance on the accompanying consolidated balance sheet.

In our Form 10-K for the fiscal year ended October 31, 2010, the Company will reclassify the October 31, 2009 cash grouped within the commodities held at broker to cash and cash equivalents. The Company’s Note 2 will include a reclassification footnote as follows:

RECLASSIFICATION:

A reclassification has been made to the Company’s consolidated financial statements for the prior period to conform to the current presentation. The reclassification had no effect on previously reported consolidated results of operations or retained earnings. The cash balance included in commodities has been reclassified and included in the cash and cash equivalents balance on the accompanying consolidated balance sheets for the fiscal years ended October 31, 2010 and 2009.

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 shipper 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 considered the following two factors in determining that the risks and rewards of ownership transfer at the point of shipment rather than at the point of destination:

John Reynolds

January 7, 2010

Page 4

(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 replacement order when the claim is filed, which indicates that you will replace the goods no matter whether the claims are settled and that the risks and rewards of ownership do not transfer at the point of shipment.

The Company does consider that the risks and rewards of ownership transfer to its customers upon the shipper taking possession of the goods at the time of shipment and not at the point of destination. The Company has further clarified its policies and has explained the isolated case as follows:

a.

The Company’s original response requires additional clarification.  We do indeed wait until the customer’s claim with the shipper is settled before shipping a replacement order.  We do evaluate the need, if any, of an accrual for returns pertaining to damaged goods.  The amount in 2009 of $13,000 or .0002% of sales was determined to be immaterial and pertained to an isolated case and special arrangement agreed to by the Company and our shipper.  Please see our response to comment 4 below for further clarification on our policy on returns.

b.

The Company has further reviewed our policy for the shipment of damaged goods and we have determined that we do wait for the reimbursement or credit from the shipper pertaining to the initial shipment before we reship any goods.  Thus, we do not replace the goods until the claims have been settled. Again, please see our response to comment 4 below for further clarification on our policy for returns.

John Reynolds

January 7, 2010

Page 5

4.

To the extent your disclosures with respect to your return policy do not accurately portray your standard business practices, please provide us with the disclosure that you intend to include in future filings.

The following revised language will be included in the Revenue Recognition note included in the Summary of Significant Accounting Policies section in all applicable future filings, including our upcoming Form 10-K for the fiscal year ended October 31, 2010.

Returns: The Company does not accept returns for damaged goods, as the customer takes possession of our product at the point of shipment.  In the event a customer claims receipt of damaged goods, the Company, acting as an agent on behalf of the customer, may file a claim for reimbursement with the shipper. The Company is not obligated or required to act as an agent on behalf of its customers, but may make the business decision to do so as a convenience to its customers. The shipper keeps the damaged product.  The Company will then ship a completely new order to the customer once a claim has been filed and the Company receives reimbursement or credit from the shipper for the initial shipment. The Company does evaluate the need, if any, of an accrual for returns for damaged goods. To date, returns for damaged goods have been immaterial.  The Company estimates that, based on historical trends, that future returns for damaged goods should also be immaterial.

In the event that the Company ships an incorrect order or has returns for short dated product, the Company will accept those two types of items back as returns. The amount for these two types of returns are estimated, accrued and recognized at the date of sale. These amounts are included in the determination of net sales.

Note 13 — Fair Value Measurements, page F-23

5.

We note your Level 1 categorization of commodities under the fair value hierarchy.  We further note on page F-10 that you obtained the fair market value of options at October 31, 2009 from major financial institutions.  Please explain to us the basis for your categorization of commodities as Level 1 rather than Level 2.

The Company has determined upon further review that the commodity securities are a Level 2.  The following revised language incorporates the Company’s categorization of commodities as Level 2.  This will be included in the Fair Value Measurements footnote section in our upcoming Form 10-K for the fiscal year ended October 31, 2010.

NOTE 13

FAIR VALUE MEASUREMENTS:

The Company determines fair values for its investment assets as follows:

Investments at fair value consist of commodity securities. The Company’s commodity securities are classified within Level 2 and include coffee futures and options contracts. To determine fair value, the Company utilizes the market approach valuation technique for the coffee futures contracts. The Company uses Level 2 inputs that are based on market data of similar instruments that are in observable markets. All commodities on the balance sheet are recorded at fair value with changes in fair value included in earnings and not reflected as a net amount as a separate component of stockholders’ equity.

John Reynolds

January 7, 2010

Page 6

The following tables present our assets and liabilities that are measured at fair value on a recurring basis and are categorized using the fair value hierarchy.  The fair value hierarchy has three levels based on the reliability of the inputs used to determine fair value.

Fair Value Measurements as of October 31, 2009

Total

Level 1

Level 2

Level 3

Assets:

Commodities held at broker:

Option contracts

$
65,812

$
65,812

Future contracts

11,494

11,494

Total Assets

$
77,306

$
-

$
77,306

$
-

Schedule 14A for the Annual Meeting April 22, 2010

Individuals Serving on the Board 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 suggested to be added in the company’s future filings, we reissue the comment.  The disclosure contemplated by Item 401(c)(1) of Regulation S-K requires a discussion of the “specific experience, qualifications, attributes or skills” of each director.  We believe that the reference to “industry and business expertise” for several directors is boiler-plate and not responsive to the Item requirement.  See Compliance and Disclosure Interpretations (“CDI”) Question 116.05 for guidance.  Please provide draft disclosure accordingly.

The Company acknowledges the Staff’s comment and the disclosure set forth below will be added to the end of the biography for the respective director in the Company’s future filings:

John Reynolds

January 7, 2010

Page 7

Gerard DeCapua

“We believe that Mr. DeCapua’s legal experience brings significant knowledge regarding legal issues facing the Company and provide him with the skills and qualifications to serve as a director.”

Daniel Dwyer

“We believe that Mr. Dwyer’s experience with the coffee industry will enable him to provide the board with beneficial insight for the Company’s business development and strategy.  Mr. Dwyer’s relationship with Rothfos has helped to foster a beneficial relationship between Rothfos and the Company.”

Andrew Gordon

“Through his experience as President and Chief Executive Officer of the Company as well as his 27 years of service with the Company Mr. Gordon has demonstrated the requisite qualifications and skills necessary to serve as an effective director.  We believe Mr. Gordon’s extensive experience with, and institutional knowledge of, the Company and the industry is an integral contribution to the Company’s current successes and its ability to grow and flourish in the industry.”

David Gordon

“Through his 27 years of service with the Company, Mr. Gordon has demonstrated the requisite qualifications and skills necessary to serve as an effective director.  We believe Mr. Gordon’s extensive institutional knowledge and leadership are invaluable to the Company’s current and future successes.  Mr. Gordon’s leadership, as demonstrated by the launch of the Specialty Green segment of the business as well as the founding of the SCAA, is a valuable resource for the Company’s business development and future strategy.”

Barry Knepper

“We believe that Mr. Knepper’s diversified financial, accounting and business expertise provide him with the qualifications and skills to serve as a director.”

John Rotelli

“Mr. Rotelli’s industry and business experience provides the Board with valuable expertise within the coffee industry as well as beneficial relationships that can help form new beneficial relationships for the Company.”

Robert M. Williams

    “We believe that Mr. Williams’s diverse experience in sales and marketing and related leadership experience will enable him to serve as an effective director.”

If you have any questions with respect to the foregoing, please feel free to call me at (718) 832-0800 or Steven Skolnick of Lowenstein Sandler PC, our outside counsel, at 973-597-2476.

Very truly yours,

/s/ Andrew Gordon

Andrew Gordon

cc:           Steven M. Skolnick, Esq.

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Steven M. Skolnick

Member of the Firm

Tel      973 597 2476

 Fax     973 597 2477

 skolnick@lowenstein.com

December 21, 2010

U.S. Securities and Exchange Commission

Division of Corporate Finance

Mail Stop 3030

100 F Street, N.E.

Washington, D.C.  20549

Attn:  John Archfield

Re:

Coffee Holding Co., Inc. (the "Company")

Form 10-K for the Fiscal Year Ended October 31, 2009 Filed January 28, 2010

File No. 1-32491

Dear Mr. Archfield:

The Company is in receipt of the letter of comment dated December 14, 2010 from the Staff (the “Staff”) of the Securities and Exchange Commission (the “SEC”).  As discussed, the Company has requested an extension in its time to respond to the comment letter until Friday, January 7, 2011.

If you have any questions with respect to the foregoing, please feel free to call me at 973-597-2476.

Very truly yours,

/s/ Steven Skolnick

cc:           Andrew Gordon, President & CEO – Coffee Holding Co.

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

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[Coffee Holding Letterhead]

November 30, 2010

U.S. Securities and Exchange Commission

Division of Corporate Finance

Mail Stop 3030

100 F Street, N.E.

Washington, D.C.  20549

Attn:  John Reynolds

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. Reynolds:

The following are responses to the letter of comment dated October 29, 2010 from the Staff (the “Staff”) of the Securities and Exchange Commission (the “SEC”).  To assist the Staff’s review, the responses are numbered to correspond to the numbered paragraphs in the Staff’s letter of comment.

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 label coffee, and branded coffee are your core product categories, and on page nine that these are also the three areas you compete in. Please tell us the operating segment(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 aggregation criteria in FASB ASC 280-10-50-11 and quantitative thresholds in FASB ASC 280-10-50-12, as applicable.

John Reynolds
November 30, 2010

In assessing FASB ASC 280-10-50-1, an operating segment is a component of a public entity that has all of the following characteristics:

a. It engages in business activities from which it may earn revenues and incur expenses (including revenues and expenses relating to transactions with other components of the same public entity).

b. Its operating results are regularly reviewed by the public entity’s chief operating decision maker to make decisions about resources to be allocated to the segment and assess its performance.

c. Its discrete financial information is available.

The wholesale green, private label, and branded coffee product categories (“product lines”) of the Company generate revenues and cost of sales individually but incur selling, general and administrative expenses as a one reportable segment. The gross margins of each product line are reviewed by the chief operating decision maker (CODM) and decisions about resources are allocated to one segment.   Additionally, there are no segment managers and discrete financial information (profit and loss statement) is not available for these product lines.  Therefore, the product lines do not meet all of the characteristics of ASC 280-10-50-1 and the Company has concluded that it has one reportable segment.

The Company’s product portfolio is used in one business (the processed & packaged goods industry, and primarily within the consumer goods sector) and it operates and competes in one business activity and economic environment. The three operating segments share customers, manufacturing resources, sales channels, and marketing support. For financial reporting purposes, the Company believes that its conclusion that the three operating segments should be aggregated into a single reporting segment is consistent with the basic principles of ASC 280.

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.

The Company acknowledges the Staff’s comment and the disclosure under the significant accounting policy regarding Commodities at Note 2 will be revised in future filings as set forth below:

John Reynolds
November 30, 2010

 “Commodities held at broker represent the market value of the company’s trading account, which consists of cash and future and option contracts for coffee held with Morgan Stanley Smith Barney.”

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 filings the tax years that remain subject to examination by major tax jurisdictions as required by ASC 740-10-50-15(e).

The Company acknowledges the Staff’s comment and the following disclosure will be added to Note 7 - Income Taxes:

“The Company files a U.S. federal income tax return and California, Colorado, New Jersey, New York and Oregon state tax returns. The Company’s federal income tax return is no longer subject to examination by the federal taxing authority for years before fiscal 2007. The Company’s California, Colorado and New Jersey income tax returns are no longer subject to examination by their respective taxing authorities for the years before fiscal 2006.  The Company’s Oregon and New York income tax returns are no longer subject to examination by their respective taxing authorities for the years before fiscal 2007.”

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 regard, 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.

The Company has determined that the risk of ownership transfers to its customers upon the shipper taking possession of the goods at the time of shipment because i) title passes in accordance with the terms of its purchase orders and customer agreements (F.O.B shipping point), ii) any risk of loss is covered by the customers insurance, iii) there is persuasive evidence of a sales arrangement, iv) the sales price is determinable and v) collection of the resulting receivable is  reasonably assured.  Thus, revenue is recognized at the point of shipment to its customers.

John Reynolds
November 30, 2010

The Company does not accept return for damaged goods as the customer takes possession at point of shipment.  In the event that a customer claims receipt of damaged goods, the Company files a claim for reimbursement from the shipper acting as an agent on behalf of the customer. The Company is not obligated or required to act as the agent on behalf of its customers to file these claims but has made the business decision to do so as a convenience to its customers. The damaged goods that were damaged in transit have historically been immaterial supported by the fact that it resulted in reshipments of $13,000 for the year ended October 31, 2009. The Company expects this trend to continue in the future. The shipper keeps the damaged shipment of goods.  The Company will then ship a completely new order to the customer once a claim has been filed.

5.

We note that returns and allowances are recorded when a customer claims receipt of damaged goods and are included in the determination of net sales. Please tell us if you estimate and recognize returns and allowances at the time 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 requirements of ASC 605-15-25-1 to 25-4.

The Company noted there are two types of returns. In the event that the Company ships an incorrect order or has returns for short dated product, they will accept those items back as returns as incurred. The Company does not accept returns for damaged goods, as disclosed in detail in comment 4. The Company considers incorrect orders or short dated product type returns to fall under requirements of ASC 605-15-15-2, exchanges by ultimate customers of one item for another of the same kind, quality, and price.  Additionally, these types of returns have historically been immaterial and have occurred infrequently. The Company expects this trend to continue in the future.

For allowances (slotting fees, discounts, volume-based incentives, cooperative advertising), the Company records an estimated accrual for allowances, where possible, at the time of sale.  This accrual is recorded against gross sales and is included in the determination of net sales.

The Company notes that the total returns and allowances for year ended October 31, 2009 was less than 1% of net sales.

Part III, page 29

John Reynolds
November 30, 2010

Item 10. Directors, Executive Officers and Corporate Governance, page 29 Incorporated by reference from the Company’s Schedule 14A filed March 1, 2010

6.

Future filings should briefly describe the leadership structure of the company’s board, such as whether the same person serves as both principal executive officer and chairman of 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 disclosure in response to this comment.

The Company acknowledges the Staff’s comment and the disclosure set forth below will be added to the Company’s future filings:

“Andrew Gordon serves as both our principal executive officer and chairman at the pleasure of the Board. The directors have determined that Mr. Gordon’s experience in our industry and in corporate transactions, and his personal commitment to Coffee Holding as an investor, and employee, make him uniquely qualified to supervise our operations and to execute our business strategies. The Board is also cognizant of Coffee Holding’s relatively small size compared to its publicly traded competitors. Management’s activities are monitored by standing committees of the Board, principally the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committees. Each of these committees are comprised solely of independent directors. For these reasons, the directors deem this leadership structure appropriate for us. The independent directors select one independent director to serve as the presiding director at the executive session of the Board, which are held without non-independent directors.  However, the Board has not designated a lead independent director.”

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

The Company acknowledges the Staff’s comment and here by informs the Staff that the named executive officers of the Company do not hold any options and therefore, the table required by Item 402(p) of Regulation S-K has not been provided.  In addition, the Company will revise the disclosure in its future filings to remove the reference options.

8.

In future filings, please provide the disclosure required by Item 401(e)(1) of Regulation S-K. For each director, briefly discuss the specific experience, qualifications, attributes or skills that led to the conclusion that the person should serve as a director for the company, in light of the company’s business and structure. Please provide draft disclosure in response to this comment.

John Reynolds
November 30, 2010

The Company acknowledges the Staff’s comment and the disclosure set forth below will be added to the end of the biography for the respective director in the Company’s future filings:

Gerard DeCapua

“We believe that Mr. DeCapua’s legal and business expertise, including his background as a lawyer, give him the qualifications and skills to serve as a director.”

Daniel Dwyer

“We believe that Mr. Dwyer’s industry and business expertise give him the qualifications and skills to serve as a director.”

Andrew Gordon

“We believe that Mr. Gordon’s industry and business expertise give him the qualifications and skills to serve as a director.”

David Gordon

“We believe that Mr. Gordon’s industry and business expertise give him the qualifications and skills to serve as a director.”

Barry Knepper

“We believe that Mr. Knepper’s diversified financial, accounting and business expertise, including his extensive background in accounting, give him the qualifications and skills to serve as a director.”

John Rotelli

“We believe that Mr. Rotelli’s industry and business expertise give him the qualifications and skills to serve as a director.”

Robert M. Williams

“We believe that Mr. Williams’s industry and business expertise give him the qualifications and skills to serve as a director.”

John Reynolds
November 30, 2010

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 continuing contracts or arrangements with material customers, or advise.

The Company acknowledges the Staff’s comment and hereby informs the Staff that the Company has not filed the joint venture agreement with Caruso’s Coffee, Inc. since the Company does not believe that such agreement is material to the Company.  During each of the fiscal years ended October 31, 2009 and October 31, 2010, revenues generated under the joint venture agreement with Caruso’s represented less than 2% of the Company’s total revenues for such periods.  The Company will file the license agreement with Entenmann’s Products and Amendment No. 1 with its Annual Report on Form 10-K for the fiscal year ended October 31, 2010.  There are no other material contracts or arrangements.

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 coffee balance of S1,656,300 is approximately eight percent of your total assets at July 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 disclosure to be included in future filings.

The Company acknowledges the Staff’s comment and the following disclosures will be added as a new note under the Company’s accounting policies and as a new footnote for prepaid coffee will be updated for future periods:

Accounting Policy

“The Company records advance payments towards the purchase of future green coffee from coffee growing cooperatives as a prepaid coffee expense.”

“Note X – PREPAID COFFEE:

Prepaid coffee is an item that emanates from our wholly owned subsidiary Organic Products Trading Co., LLC.  The balance represents advance payments made by our subsidiary to several coffee growing cooperatives for the purchase of green coffee. The prepaid coffee balance at July 31, 2010 was $1,656,300 and zero at December 31, 2009.”

John Reynolds
November 30, 2010

This will confirm that the Company understands 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

● the Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

If you have any questions with respect to the foregoing, please feel free to call me at (718) 832-0800 or Steven Skolnick of Lowenstein Sandler PC, our outside counsel, at 973-597-2476.

Very truly yours,

/s/ Andrew Gordon

Andrew Gordon

cc:           Steven M. Skolnick, Esq.

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[Lowenstein Sandler PC Letterhead]

Steven M. Skolnick

Member of the Firm

Tel      973 597 2476

Fax     973 597 2477

sskolnick@lowenstein.com

November 22, 2010

U.S. Securities and Exchange Commission

Division of Corporate Finance

Mail Stop 3030

100 F Street, N.E.

Washington, D.C.  20549

Attn:  John Archfield

RE:

Coffee Holding Co., Inc. (the "Company")

Form 10-K for the Fiscal Year Ended October 31, 2009 Filed January 28, 2010

File No. 1-32491

Dear Mr. Archfield:

The Company is in receipt of the letter of comment dated October 29, 2010 from the Staff (the “Staff”) of the Securities and Exchange Commission (the “SEC”).  As discussed, the Company has requested an extension in its time to respond to the comment letter until Tuesday, November 30, 2010.

If you have any questions with respect to the foregoing, please feel free to call me at 973-597-2476.

Very truly yours,

/s/ Steven Skolnick

Steven Skolnick

cc:           Andrew Gordon

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

MAIL STOP 3561

April 9, 2008

By U.S. Mail and facsimile to (718) 768-4731

Mr. Andrew Gordon, President, CEO and CFO Coffee Holding Co., Inc. 4401 First Avenue Brooklyn, NY 11232-0005

 Re: Coffee Holding Co., Inc.
Form 10-K for Fiscal Year Ended October 31, 2007 Filed February 1, 2008 File No. 001-32491

Dear Mr. Gordon,   We have completed our review of your Form 10-K and related filings and have no
further comments at this time.          S i n c e r e l y ,           T i a  J e n k i n s         Senior Assistant Chief Accountant
Office of Beverages, Apparel and  Health Care Services

MAIL STOP 3561

March 18, 2008

By U.S. Mail and facsimile to (718) 768-4731

Mr. Andrew Gordon, President, CEO and CFO Coffee Holding Co., Inc. 4401 First Avenue Brooklyn, NY 11232-0005

Re: Coffee Holding Co., Inc.
Form 10-K for Fiscal Year Ended October 31, 2007 Filed February 1, 2008 File No. 001-32491

Dear Mr. Gordon:
  We have reviewed your filings and have the following comments.  Where indicated, we think you should revise your document in response to these comments.  If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary.  Please be as detailed as necessary in your explanation.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.  After reviewing this information, we may raise additional comments.   Please understand that the purpose of our review process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing.  We look forward to working with you in these respects.  We welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.     Management Discussion and Analysis of Fina ncial Condition and Results of Operations,
page 20

Andrew Gordon
Coffee Holding Co., Inc. March 18, 2008 Page 2

1. Tell us why you have not provided a tabular disclosure of contractual obligations
as required by Item 303 of Regulation S-K.

As appropriate, please amend your filing and respond to these comments within
10 business days or tell us when you will provide us with a response.  You may wish to provide us with marked copies of the amendment to expedite our review.  Please furnish a cover letter with your amendment that keys your responses to our comments and provides any requested information.  Detailed cover letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendment and responses to our comments.    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 all information required under the Securities Exchange Act of 1934 and that they have provided all information investors require for an informed investment decision.  Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.
In connection with responding to our comments, please provide, in writing, a
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
‚ the company may not assert staff comments as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United States.

In addition, please be advised that the Division of Enforcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in our review
of your filing or in response to our comments on your filing.

Andrew Gordon
Coffee Holding Co., Inc. March 18, 2008 Page 3
  You may contact Joshua Thomas, Sta ff Accountant, at (202) 551-3832 or Tia
Jenkins, Senior Assistant Chief Accountan t, at (202) 551-3871 if you have questions
regarding comments on the financial statements and related matters.  Please contact me with any other questions.

       S i n c e r e l y ,           T i a  J e n k i n s        Senior Assistant Chief Accountant
Office of Beverages, Apparel and  Health Care Services