SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   FORM 10-QSB


(Mark One)
( X ) QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

                 For the quarterly period ended OCTOBER 26, 2003

                                       OR

(   ) TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE EXCHANGE ACT

       For the transition period from _________________ to _______________

                          Commission file number 0-8513

                            CHEFS INTERNATIONAL, INC.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

             DELAWARE                               22-2058515
---------------------------------             -----------------------
(State or other jurisdiction of          (IRS Employer Identification No.)
incorporation or organization)

                   62 Broadway, Point Pleasant Beach, NJ 08742
                   -------------------------------------------
                    (Address of principal executive offices)

(Registrant's telephone number, including area code)    (732) 295-0350
                                                        --------------


--------------------------------------------------------------------------------
(Former name, former address and former fiscal year, if changed since last
report.)

         Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days. Yes X . No .


         APPLICABLE  ONLY TO  CORPORATE  ISSUERS:  Indicate the number of shares
outstanding  of each of the issuer's  classes of common stock,  as of the latest
practicable date:

           Class                         Outstanding Shares at November 14, 2003
----------------------------             ---------------------------------------
Common Stock, $.01 par value                            3,926,112




                            CHEFS INTERNATIONAL, INC.

                                    I N D E X


PART I         FINANCIAL INFORMATION                                  PAGE NO.
               ---------------------                                  --------

               ITEM 1.  Consolidated Financial Statements

               Consolidated Balance Sheets -                            1 - 2
               October 26, 2003 (unaudited) and January 26, 2003

               Consolidated Statements of Operations -                    3
               Nine and Three Months Ended October 26, 2003 and
               October 27, 2002 (unaudited)

               Consolidated Statements of Cash Flows -                    4
               Nine Months Ended October 26, 2003 and
               October 27, 2002 (unaudited)

               Notes to Consolidated Financial Statements               5 - 6

               ITEM 2.  Management's Discussion and Analysis           7 - 11
               of Financial Condition and Results of Operations

               ITEM 3.  Controls and Procedures                          12

PART II        OTHER INFORMATION
               -----------------

               ITEM 6. Exhibits and Reports on Form 8-K                  13

SIGNATURE                                                                14

CERTIFICATION                                                         15 - 17





                   CHEFS INTERNATIONAL, INC. AND SUBSIDIARIES

         PART I  - FINANCIAL INFORMATION

ITEM 1 - CONSOLIDATED FINANCIAL STATEMENTS
------------------------------------------

                          CONSOLIDATED BALANCE SHEETS

                                     ASSETS
                                     ------
                                             October 26, 2003   January 26, 2003
                                             ----------------   ----------------
                                               (Unaudited)
CURRENT ASSETS:
      Cash and cash equivalents                 $ 1,885,857         $ 1,069,857
      Investments                                       ---             151,000
      Available-for-sale securities               1,951,749           1,668,531
      Receivable - related party                     40,000              40,000
      Miscellaneous receivables                      65,179              62,173
      Inventories                                 1,152,045           1,128,992
      Prepaid expenses                              143,454             107,988
                                                -----------         -----------

      TOTAL CURRENT ASSETS                        5,238,284           4,228,541
                                                -----------         -----------

PROPERTY, PLANT AND EQUIPMENT, at cost           21,135,829          21,411,079

      Less: Accumulated depreciation              9,626,869           9,164,376
                                                -----------         -----------

      PROPERTY, PLANT AND EQUIPMENT, net         11,508,960          12,246,703
                                                -----------         -----------


OTHER ASSETS:
      Asset held for sale                            50,180                 ---
      Intangibles - not subject to amortization     839,733             889,913
      Other intangibles                              43,136              52,605
      Receivable - related party                     48,523              77,563
      Equity in life insurance policies             602,822             602,822
      Deferred income taxes                         916,000           1,064,000
      Other                                          28,813              34,635
                                                -----------         -----------

      TOTAL OTHER ASSETS                          2,529,207           2,721,538
                                                -----------         -----------

                                                $19,276,451         $19,196,782
                                                ===========         ===========



The accompanying notes are an integral part of these financial statements.



                                       1


                   CHEFS INTERNATIONAL, INC. AND SUBSIDIARIES

                     CONSOLIDATED BALANCE SHEETS (CONTINUED)

                      LIABILITIES AND STOCKHOLDERS' EQUITY




                                                         October 26, 2003   January 26, 2003
                                                         ----------------   ----------------
                                                           (Unaudited)
                                                                         
CURRENT LIABILITIES:
      Notes and mortgages payable, current maturities     $   265,694          $   271,490
      Accounts payable                                        544,223              702,233
      Accrued payroll                                         144,193              157,637
      Accrued expenses                                        815,750              493,450
      Gift certificates                                       299,271              511,955
                                                          -----------          -----------

               TOTAL CURRENT LIABILITIES                    2,069,131            2,136,765
                                                          -----------          -----------

NOTES AND MORTGAGES PAYABLE                                 1,720,603            1,960,438
                                                          -----------          -----------

OTHER LIABILITIES                                             703,546              747,559
                                                          -----------          -----------

STOCKHOLDERS' EQUITY:
      Capital stock - common $.01 par value,
         Authorized 15,000,000 shares,
         Issued 3,926,112                                      39,261               39,695
      Additional paid-in capital                           31,488,831           31,549,492
      Accumulated deficit                                 (16,632,111)         (16,854,010)
      Accumulated other comprehensive (loss)                 (112,810)            (379,272)
      Treasury stock                                              ---               (3,885)
                                                          -----------          -----------

               TOTAL STOCKHOLDERS' EQUITY                  14,783,171           14,352,020
                                                          -----------          -----------

                                                          $19,276,451          $19,196,782
                                                          ===========          ===========


The accompanying notes are an integral part of these financial statements.


                                       2



                   CHEFS INTERNATIONAL, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)



                                                         Nine Months Ended                          Three Months Ended
                                                         -----------------                          ------------------
                                            October 26, 2003       October 27, 2002        October 26, 2003      October 27, 2002
                                            ----------------       ----------------        ----------------      ----------------
                                                                                                        
SALES                                         $ 17,966,680           $ 18,550,308             $ 5,840,150           $ 5,966,171

COST OF GOODS SOLD                               5,629,933              5,740,775               1,837,332             1,858,398
                                              ------------           ------------             -----------           -----------

           GROSS PROFIT                         12,336,747             12,809,533               4,002,818             4,107,773
                                              ------------           ------------             -----------           -----------

OPERATING EXPENSES:
    Payroll and related expenses                 5,416,202              5,795,477               1,744,000             1,876,090
    Other operating expenses                     3,921,573              4,007,213               1,231,426             1,331,547
    Depreciation and amortization                  845,859                892,983                 271,213               302,050
    General and administrative expenses          1,396,088              1,492,464                 459,153               506,122
    Loss on closing restaurant                     410,024                    ---                     ---                   ---
                                              ------------           ------------             -----------           -----------

           TOTAL OPERATING EXPENSES             11,989,746             12,188,137               3,705,792             4,015,809
                                              ------------           ------------             -----------           -----------

           INCOME FROM OPERATIONS                  347,001                621,396                 297,026                91,964
                                              ------------           ------------             -----------           -----------

OTHER INCOME (EXPENSE):
    Interest expense                              (121,248)              (135,288)                (38,580)              (44,726)
    Investment income                              111,146                120,593                  35,566                41,260
                                              ------------           ------------             -----------           -----------

           OTHER INCOME (EXPENSE), NET             (10,102)               (14,695)                 (3,014)               (3,466)
                                              ------------           ------------             -----------           -----------

           INCOME BEFORE INCOME TAXES
           AND CUMULATIVE EFFECT OF
           ACCOUNTING CHANGE                       336,899                606,701                 294,012                88,498

PROVISION FOR INCOME TAXES                         115,000                227,000                 105,000                43,000
                                              ------------           ------------             -----------           -----------

INCOME BEFORE CUMULATIVE
  EFFECT OF ACCOUNTING
  CHANGE                                           221,899                379,701                 189,012                45,498

CUMULATIVE EFFECT OF AN
  ACCOUNTING CHANGE (Note 2)
  - GOODWILL ACCOUNTING METHOD                         ---               (430,403)                    ---                   ---
                                              ------------           ------------             -----------           -----------

NET INCOME (LOSS)                             $    221,899           $    (50,702)            $   189,012           $    45,498
                                              ============           ============             ===========           ===========

INCOME PER COMMON SHARE
  BEFORE CUMULATIVE EFFECT
  OF AN ACCOUNTING CHANGE                     $        .06        $           .10             $       .05           $       .01

CUMULATIVE EFFECT OF AN
  ACCOUNTING CHANGE
  - GOODWILL ACCOUNTING METHOD                         ---                   (.11)                    ---                   ---
                                              ------------           ------------             -----------           -----------

NET INCOME (LOSS) PER
  COMMON SHARE                                $        .06           $       (.01)            $       .05           $       .01
                                              ============           ============             ===========           ===========

Number of shares outstanding                     3,926,112              3,965,579               3,926,112             3,965,579


The accompanying notes are an integral part of these financial statements.


                                       3






                   CHEFS INTERNATIONAL, INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

       NINE MONTHS ENDED OCTOBER 26, 2003 AND OCTOBER 27, 2002 (Unaudited)




                                                                                      2003                  2002
                                                                                      ----                  ----
                                                                                                 
CASH FLOWS FROM OPERATING ACTIVITIES:
     Net income (loss)                                                          $   221,899            $   (50,702)
          Adjustments to reconcile net income to net
            cash provided by operating activities:
                Depreciation and amortization                                       845,859                892,983
                Cumulative effect of an accounting change                               ---                430,403
                Deferred income taxes                                                85,000                164,000
                Gain on sale of assets and investments                               (7,312)                (5,154)
                Loss on closing restaurant                                          350,024                    ---
                Changes in assets and liabilities:
                     Miscellaneous receivables                                       26,034               (129,193)
                     Inventories                                                    (23,053)                68,230
                     Prepaid expenses                                               (35,466)                94,088
                     Accounts payable                                              (158,010)              (170,684)
                     Accrued expenses and other liabilities                         (35,443)                13,511
                     Income taxes payable                                               ---                 28,296
                                                                                -----------            -----------

          NET CASH PROVIDED BY OPERATING ACTIVITIES                               1,269,532              1,335,778
                                                                                -----------            -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
                Purchase of property and equipment                                 (328,671)              (960,107)
                Acquisition of restaurant assets                                        ---               (891,190)
                Sale or redemption of investments                                   186,451                409,820
                Purchase of investments                                             (14,293)              (226,645)
                Other                                                                 5,822                 20,782
                                                                                -----------            -----------

          NET CASH (USED IN) INVESTING ACTIVITIES                                  (150,691)            (1,647,340)
                                                                                -----------            -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
                Repayment of debt                                                  (245,631)              (331,546)
                Proceeds from debt                                                      ---                500,000
                Purchase and retirement of treasury stock                           (59,200)                   ---
                Additional paid in capital                                            1,990                    ---
                                                                                -----------            -----------

          NET CASH (USED IN) PROVIDED BY FINANCING ACTIVITIES                      (302,841)               168,454
                                                                                -----------            -----------

          NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                      816,000               (143,108)

     CASH AND CASH EQUIVALENTS:
                Beginning                                                         1,069,857              1,408,062
                                                                                -----------            -----------
                Ending                                                          $ 1,885,857            $ 1,264,954
                                                                                ===========            ===========

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
     Cash payment for:
          Interest paid                                                         $   122,063            $   135,207
                                                                                ===========            ===========
          Income taxes paid                                                     $     4,000            $    21,506
                                                                                ===========            ===========

Noncash Transactions:
     Increase (decrease) in fair value of securities available for sale         $   297,064            $  (311,006)
                                                                                ===========            ===========
     Change in fair value of derivatives accounted for as hedges                $    32,398            $  (107,554)
                                                                                ===========            ===========



The accompanying notes are an integral part of these financial statements.



                                       4



                   CHEFS INTERNATIONAL, INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)



NOTE  1:     BASIS OF PRESENTATION

The accompanying financial statements have been prepared by Chefs International,
Inc.  (the  "Company")  and  are  unaudited.  In the  opinion  of the  Company's
management,  all adjustments (consisting solely of normal recurring adjustments)
necessary  to present  fairly the  Company's  consolidated  financial  position,
results of operations  and cash flows for the periods  presented have been made.
Certain information and footnote  disclosures  required under generally accepted
accounting  principles  have been  condensed  or omitted  from the  consolidated
financial  statements  pursuant  to the rules and  regulations  of the SEC.  The
consolidated   financial   statements  and  notes  thereto  should  be  read  in
conjunction with the Company's audited consolidated financial statements for the
year ended January 26, 2003 and notes thereto  included in the Company's  Annual
Report on Form 10-KSB filed with the SEC. The results of operations and the cash
flows for the nine and three month periods  ended October 26, 2003  presented in
the  consolidated  financial  statements are not  necessarily  indicative of the
results to be expected for any other interim period or the entire fiscal year.


NOTE 2:      ACCOUNTING FOR BUSINESS COMBINATIONS

In July 2001,  the FASB issued  Statements  of  Financial  Accounting  Standards
("Statement") No. 141. "Business  Combinations" and No. 142, "Goodwill and Other
Intangible  Assets"  ("FAS 142").  These  standards  change the  accounting  for
business combinations by, among other things, prohibiting the prospective use of
pooling-of-interests  accounting  and  requiring  companies  to stop  amortizing
goodwill and certain intangible assets with an indefinite useful life.  Instead,
goodwill and intangible  assets deemed to have an indefinite useful life will be
subject to an annual review for impairment. The new standards were effective for
the  Company  in the first  quarter  of Fiscal  2003 and for  purchase  business
combinations  consummated after June 30, 2001. The Company completed its initial
goodwill  impairment  testing  during  the  first  quarter  of  Fiscal  2003 and
determined  that there was  impairment of goodwill  solely because the aggregate
market  capitalization  of the  Company  was less  than its book  value  (market
capitalization  at  January  28,  2002 was  $8,923,406  versus  a book  value of
$15,756,445).  Therefore,  the Company  recorded a one-time,  noncash  charge of
$430,403 to reduce the carrying value of its goodwill.  Such charge is reflected
as a cumulative effect of an accounting change in the accompanying  consolidated
statement of operations.


NOTE 3:      ACQUISITION

On April 1, 2002, the Company  acquired for $882,681 the  inventory,  furniture,
fixtures,  equipment,  liquor  license and  franchising  rights of a  restaurant
business located in Florida known as Mr. Manatee's Casual Grille.  In connection
with the  acquisition,  the Company  entered into a five-year  lease,  effective
April 1, 2002,  which  requires  minimum  annual  rentals of $96,000.  The lease
contains three five-year  renewal options and includes an option for the Company
to purchase the property during the first term of the lease for $1,075,000.


NOTE 4:      EARNINGS PER SHARE

Basic earnings per share is computed using the weighted average number of shares
of common stock outstanding during the period.




                                       5



NOTE 5:      INVENTORIES

Inventories consist of the following:    October 26, 2003       January 26, 2003
                                         ----------------       ----------------
             Food                           $   535,689           $   512,058
             Beverages                          156,054               152,269
             Supplies                           460,302               464,665
                                           ------------           -----------
                                            $ 1,152,045           $ 1,128,992
                                            ===========           ===========


NOTE 6:      INCOME TAXES

At October 26, 2003,  the Company had net  deferred tax assets of  approximately
$2,014,000 arising principally from net operating loss  carryforwards.  However,
due to the uncertainty that the Company will generate  sufficient  income in the
future to fully or  partially  utilize  these  carryforwards,  an  allowance  of
$1,098,000 has been established to partially offset these assets. Management has
determined  that it is more likely than not that future  taxable  income will be
sufficient  to  partially   realize  the  benefit  of  the  net  operating  loss
carryforwards.


NOTE 7:      DEPRECIATION AND AMORTIZATION

The Company  depreciates  its property  and  equipment  using the  straight-line
method over the  estimated  useful  lives of the assets,  ranging  from three to
forty years.


NOTE 8:      RESTAURANT CLOSING

In June  2003 the  Company  closed  one of its  Mexican  theme  restaurants.  In
connection with the closing,  the Company wrote off leasehold  improvements  and
other  equipment  of $230,024 and entered  into a Surrender  Agreement  with the
restaurant's  landlord  which  requires  the Company to pay  $180,000,  of which
$60,000 was paid during the second  quarter  ended July 27, 2003.  The remaining
balance  of  $120,000  is  included  in  accrued  expenses  in the  accompanying
Consolidated  Balance  Sheet.  The loss of $410,024 is shown as "Loss on closing
restaurant"  in the  accompanying  Consolidated  Statement of Operations for the
nine months ended October 26, 2003.

Additionally,  the Company granted the landlord an option to purchase the closed
restaurant's  liquor license.  The landlord  exercised the option on October 31,
2003  for an  agreed  upon  price of  $400,000.  The  agreement  is  subject  to
government  approval  of the license  transfer.  The closing is expected to take
place by February  15,  2004.  The liquor  license is shown in the  accompanying
October 26, 2003 Consolidated Balance Sheet as "Asset held for sale".


NOTE 9:      HEDGING INSTRUMENTS

The  Company  has  interest  rate swap  agreements  relating to a portion of its
variable rate debt.  The interest rate swap  agreements  are  designated as cash
flow hedges and are  reflected at fair value in the  consolidated  balance sheet
and the related losses on these contracts are deferred in  shareholders'  equity
as a component of accumulated other comprehensive (loss).



                                       6



                   CHEFS INTERNATIONAL, INC. AND SUBSIDIARIES


ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS


SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
Certain statements regarding future performance in this Quarterly Report on Form
10-QSB  constitute  forward-looking  statements  under  the  Private  Securities
Litigation Reform Act of 1995. No assurance can be given that the future results
covered by the forward-looking statements will be achieved. The Company cautions
readers that important factors may affect the Company's actual results and could
cause those results to differ  materially from the  forward-looking  statements.
Such  factors  include,  but are not limited  to,  changing  market  conditions,
weather, the state of the economy,  substantial increases in insurance costs (in
addition to those  substantial  increases  which  commenced in April 2002),  the
impact of  competition to the Company's  restaurants,  pricing and acceptance of
the Company's food products.

SIGNIFICANT  TRANSACTIONS AND NONRECURRING  ITEMS
As more fully described herein and in the related  footnotes to the accompanying
consolidated  financial  statements,  the comparability of Chefs  International,
Inc.'s  operating  results has been  affected by a significant  transaction  and
nonrecurring  item for the three months ended April 28, 2002.  During 2001,  the
Financial  Accounting  Standards  Board ("FASB")  issued  Statement of Financial
Accounting standards No. 142 "Goodwill and Other Intangible  Assets"("FAS 142"),
which requires that,  effective for years beginning on or after January 1, 2002,
goodwill,  and certain  other  intangible  assets  deemed to have an  indefinite
useful  life,  cease  amortizing.  Under the new  rules,  goodwill  and  certain
intangible  assets must be assessed for impairment using fair value  measurement
techniques. The Company completed its initial goodwill impairment testing during
the first quarter of Fiscal 2003,  and  determined  that there was impairment of
goodwill solely because the aggregate market  capitalization  of the Company was
exceeded  by  its  book  value.  Therefore,  the  Company  recorded  a  $430,403
impairment  of goodwill.  The charge is  reflected as a cumulative  effect of an
accounting change in the accompanying consolidated financial statements.

OVERVIEW
The  Company's  principal  source  of  revenue  is from  the  operations  of its
restaurants.  The  Company's  cost of  sales  includes  food and  liquor  costs.
Operating  expenses  include labor costs,  supplies and  occupancy  costs (rent,
insurance  and  utilities),   marketing  and  maintenance  costs.   General  and
administrative  expenses  include  costs  incurred  for  corporate  support  and
administration, including the salaries and related expenses of personnel and the
costs of operating the corporate  office at the Company's  headquarters in Point
Pleasant Beach, New Jersey.

The Company  currently  operates  ten  restaurants  on a year-round  basis.  The
Company closed its  Escondido's  Mexican  Restaurant in the Monmouth Mall during
the second  quarter of calendar year 2003.  The Company opened its first seafood
restaurant in November 1978



                                       7



and  currently has seven  free-standing  seafood  restaurants  in New Jersey and
Florida  operating  under the names "Jack  Baker's  Lobster  Shanty" or "Baker's
Wharfside."  The Company opened its first Mexican theme  restaurant,  located in
New Jersey,  in April 1996,  under the name  "Garcia's."  In February  2000, the
Company  commenced the  operation of its ninth  restaurant,  Moore's  Tavern and
Restaurant,  ("Moore's"),  a  free-standing  restaurant in Freehold,  New Jersey
serving an eclectic  American food type menu.  On January 29, 2002,  the Company
commenced  operation of its tenth  restaurant,  Escondido's  Mexican  Restaurant
("Freehold"),  a Mexican  theme  restaurant  located in  Freehold,  New  Jersey,
adjacent to Moore's.  On February 1, 2002,  Garcia's  began to operate under the
trade name Escondido's  ("Monmouth").  The Company closed this restaurant during
the second  quarter of fiscal 2004. On April 1, 2002,  the Company  acquired the
operations   of  its  eleventh   restaurant,   Mr.   Manatee's   Casual   Grille
("Manatee's"),  a casual theme  restaurant  primarily  featuring  seafood items,
located in Vero Beach,  Florida near the Company's Vero Beach,  Florida  Lobster
Shanty.

Generally,  the Company's New Jersey  seafood  restaurants  derive a significant
portion of their sales from May through September. The Company's Florida seafood
restaurants  derive a  significant  portion of their sales from January  through
April.  Moore's  experiences a seasonality factor similar to but not as dramatic
as the seasonality factor of the New Jersey seafood  restaurants.  The Company's
Freehold  Escondido's  experiences  a  seasonality  factor  similar to  Moore's.
Manatee's follows the seasonality pattern of the other Florida restaurants.

The Company  operated  ten  restaurants  in  February  and March 2002 and eleven
restaurants in the months of April through October 2002.


RESULTS OF OPERATIONS
---------------------
SALES.

         Sales for the nine months ended October 26, 2003  ("fiscal  2004") were
$17,966,700,  a decrease of $583,600 or 3.1%, as compared to $18,550,300 for the
nine months ended October 27, 2002 ("fiscal 2003").  For the third quarter ended
October 26,  2003,  sales were  $5,840,200,  a decrease of $126,000 or 2.1% , as
compared to the third  quarter of fiscal 2003.  Increased  sales of $481,900 and
$17,800 for the nine and three month periods at Manatee's  which opened on April
1, 2002 and  therefore,  was in operation  during one month of last year's first
quarter and the entire  second and third  quarters as compared to nine months of
operation this year,  were offset by decreased sales of $341,800 and $210,500 at
the  Monmouth  Escondido's  which  was  closed  in June  2003.  The  other  nine
restaurants combined had decreased sales of $723,700 or 4.3% and increased sales
of $66,700 or 1.2% for the nine and three month  periods  versus last year.  The
three Florida  restaurants that operated during the comparable  periods realized
decreased  sales of $62,800 or 1.3% and increased  sales of $21,100 for the nine
and three month periods versus last year primarily due to the continued softness
in air travel,  including a substantial  reduction in foreign visitation and the
Columbia  Space  Shuttle  tragedy  which  negatively  impacted  the Cocoa  Beach
location. The six New Jersey restaurants had lower sales of $661,000 or 5.4% and
increased sales of $45,500 or 1.1% for the nine and three month periods compared
to last year  primarily due to the dismal  winter  weather that included a major
snow storm over the  Valentine's/Presidents'  Day weekend and an extremely rainy
summer,  whereby  beginning with the Memorial Day holiday,  it rained ten out of
eleven weekends. Additionally,  traffic at all of the restaurants was negatively
impacted by the slow  economy,  terrorism  concerns  post 9/11 and the Iraq war.
However,  both the Florida and New Jersey  restaurants  realized  positive sales
gains in the third quarter in fiscal 2004 due to



                                       8



favorable weather and a positive uptick in the national  economy.  The number of
customers  served in the nine  restaurants  which operated during the comparable
nine and  three  month  periods  fell by 5.3% and 1.0%  respectively,  while the
average check paid per customer increased by 1.0% and 2.2% versus last year. The
check  average at  Manatee's is less than at the other nine  restaurants  and is
less  than it was last  year due to the  introduction  of  lower  priced  dinner
specials.

GROSS PROFIT; GROSS MARGIN.
         Gross  profit  was  $12,336,700  or 68.7% of sales  for the nine  month
period and  $4,002,800 or 68.5% of sales for the third quarter ended October 26,
2003,  compared  to  $12,809,500  or  69.1%  and  $4,107,800  or  68.9%  for the
comparable  periods of fiscal 2003. The primary reasons for the decline were the
record-setting  increase  in the  cost  of  beef  and  closing  of the  Monmouth
Escondido's restaurant with its lower cost Mexican fare.

OPERATING EXPENSES.
         Total operating  expenses decreased by 1.6% from $12,188,100 during the
first nine months of fiscal 2003 to $11,989,700  during the first nine months of
fiscal 2004, and by 7.7% from $4,015,800 for the third quarter of fiscal 2003 to
$3,705,800  for the third  quarter of the  current  year.  Payroll  and  related
expenses were 30.1% of sales for the nine months and 29.9% for the third quarter
this year compared to 31.2% and 31.4%  respectively  for the comparable  periods
last year. The improvement is directly attributable to productivity improvements
at the restaurants and lower health and worker's  compensation  insurance costs.
Other operating  expenses  increased to 21.8% of sales versus 21.6% of sales for
the nine month  comparison  and decreased to 21.1% versus 22.3% of sales for the
third quarter comparisons.  The primary reasons for the nine month increase were
the  inclusion of  Manatee's  for the full  thirteen  weeks of this year's first
quarter versus four weeks last year,  higher occupancy costs due to increases in
real estate taxes and rent costs and the decrease in sales.  The decrease in the
third quarter is directly attributable to the closing of Monmouth Escondido's in
June 2003.

         Depreciation  and  amortization  expenses  were lower by  approximately
$47,100 and $30,800  versus last year for the nine and three month periods ended
October  26,  2003  due to  the  inclusion  (for  the  entire  nine  months)  of
depreciation  expenses  associated with the purchase of furniture,  fixtures and
equipment of Manatee's offset by the expiration of fully  depreciated  assets at
the other restaurants and the closing of Monmouth.

         General and administrative expenses were lower by approximately $96,400
and $47,000  versus last year for the nine and three month periods due primarily
to  reductions  in  salaries  and  payroll  taxes  and  an  approximate  $10,000
settlement with an insurance carrier pertaining to a business interruption claim
stemming from the closure of the main access road near the Cocoa Beach,  Florida
restaurant due to security  concerns at the nearby Air Force base  subsequent to
9/11/01.

         As a result of continuing operating losses at its Monmouth Mall Mexican
theme  restaurant,  management  decided to close this  restaurant.  On April 30,
2003,  management  executed a  Surrender  Agreement  with the mall  landlord  to
terminate the lease prior to its expiration date and agreed to give the landlord
an option to purchase the restaurant's liquor license at a specified price until
October  31,  2003,  since  extended to March 15,  2004,  after which the liquor
license can be sold to any independent  purchaser.  Management believes that the
net proceeds  from the sale of the liquor  license will exceed the $180,000 paid
to the landlord for the early termination of the lease, however, any gain on the
sale of the liquor license will not be recognized until realized. The restaurant
was closed in June 2003 and the


                                       9


Company recorded a loss of approximately  $410,000 on the closing which includes
the early termination fee of $180,000 and disposal of unusable assets.

OTHER INCOME AND EXPENSE
         Interest expense decreased by $14,000 and $6,100 for the nine and three
month periods ended October 26, 2003 as compared to comparable periods last year
due to debt  reduction  and lower  interest  rates which  reduced  the  interest
expense on the Company's  variable debt.  Investment  income was lower by $9,400
and $5,700 for the nine and six month comparisons due to lower interest rates.

NET INCOME (LOSS)
         The Company  realized income of $221,900 or $.06 per share for the nine
months ended October 26, 2003 as compared to income before the cumulative effect
of the accounting change related to goodwill,  of $379,700 or $.10 per share for
the nine  months  ended  October  27,  2002.  As  indicated  in the  Significant
Transactions  and  Nonrecurring  Items section,  the Company recorded a $430,403
charge  related to goodwill  impairment  in fiscal 2003 which  resulted in a net
loss for the nine  months  ended  October  27,  2002 of $50,700  compared to net
income of $221,900 for the nine months ended  October 26, 2003.  For the quarter
ended October 26, 2003, net income was $294,000 or $.07 per share as compared to
net income of $45,500 or $.01 per share in the  corresponding  quarter of fiscal
2003. The primary components of the lower income this year are the reduced sales
due to economic,  terrorism and weather issues and the $410,000 loss  associated
with the closing of the Monmouth Mall restaurant.


LIQUIDITY AND CAPITAL RESOURCES
         The Company's ratio of current assets to current liabilities was 2.53:1
at October 26,  2003  compared  to 1.98:1 at the year ended  January  26,  2003.
Working capital was $3,169,200 at October 26, 2003 versus $2,091,800 at the year
end, an increase of  $1,077,400.  During the nine months ended October 26, 2003,
net cash  increased by $816,000.  Net cash provided by operating  activities was
$1,269,500.  The  primary  components  were  net  income  after  adjustment  for
depreciation,  deferred  taxes  and the loss on  closing  of the  Monmouth  Mall
restaurant, totaling $1,502,800 and a decrease of $158,000 in accounts payable.

         Investing  activities  for the nine months of fiscal 2004 resulted in a
net cash outflow of $150,700.  Capital expenditures were $328,700 used primarily
for  routine  restaurant  improvements.   Other  investing  activities  included
investment purchases of available-for-sale securities totaling $14,300 offset by
$186,500 from the sale of investments and the proceeds of maturing  certificates
of deposit.

         Financing  activities  for the  nine  months  ended  October  26,  2003
resulted in a net cash  outflow of  $302,800  and  included  debt  repayment  of
$245,600 and $59,200 for the repurchase of 40,000 shares of the Company's Common
Stock  pursuant  to a December  24,  2002 Board of  Directors  authorization  to
repurchase up to 100,000 shares of the Company's  stock on or before January 29,
2004 at prevailing market prices. During the second quarter ended July 27, 2003,
the  Company  canceled a total of 43,550 of the  repurchased  shares,  including
repurchases effected during fiscal 2002.

         During the  corresponding  nine month  period  ended  October 27, 2002,
there was a reduction  in working  capital of $41,500 and net cash  decreased by
$143,100. The primary



                                       10


components  of last  year's  cash flow were net  income,  after  adjustment  for
depreciation,  deferred  income taxes and a cumulative  effect of an  accounting
change,  of  $1,436,700,  an increase of $129,200 in  miscellaneous  receivables
primarily due to credits for costs  associated with the  construction of a paved
parking area for the two Freehold, New Jersey restaurants, a decrease in prepaid
expenses of $94,100 due to the revised billing policy of the Company's insurance
carrier,  a decrease in accounts  payable of $170,700,  capital  expenditures of
$1,826,800  including $866,700 for the purchase of Manatee's assets and $543,000
for restaurant  improvements,  investment  purchases totaling $226,600 offset by
$409,800 from the sale of investments  and proceeds of maturing  certificates of
deposit,  $331,500 in debt  repayment and bank loan proceeds of $500,000 used to
partially finance the purchase of the Manatee's assets.

         During the second quarter ended July 27, 2003,  the Company's  $500,000
bank line of credit was renewed for two years.  The  interest  rate is variable,
equal to the monthly  LIBOR  Market  Index Rate plus 2%. The entire  $500,000 is
currently available for use.

         Management anticipates that funds from operations will be sufficient to
meet  obligations for the restaurants for the balance of fiscal 2004,  including
planned  capital  expenditures  of  approximately  $90,000 in  addition to those
incurred during the first nine months.

INFLATION

It is not  possible  for the Company to predict  with any accuracy the effect of
inflation  upon the results of its operations in future years.  In general,  the
Company is able to  increase  menu  prices to  counteract  the  majority  of the
inflationary  effects of increasing  costs with the exception of the substantial
increase in insurance costs that the Company has had to absorb over the last two
years.




                                       11



                   CHEFS INTERNATIONAL, INC. AND SUBSIDIARIES


ITEM 3 - CONTROLS AND PROCEDURES
--------------------------------

         (a)      Explanation  of  disclosure   controls  and  procedures.   The
Company's  principal  executive and principal financial officer after evaluating
the  effectiveness  of the  Company's  disclosure  controls and  procedures  (as
defined in Exchange  Act Rules  13a-14(c)  and  15d-14(c) as of a date within 90
days of the filing date of this quarterly  report (the  "Evaluation  Date")) has
concluded that as of the Evaluation Date, the Company's  disclosure controls and
procedures  were  adequate  and  effective to ensure that  material  information
relating to the Company and its consolidated subsidiaries would be made known to
him by others  within those  entities,  particularly  during the period in which
this quarterly report was being prepared.

         (b)      Changes  in  internal  controls.  There  were  no  significant
changes  in the  Company's  internal  controls  or in other  factors  that could
significantly affect the Company's disclosure controls and procedures subsequent
to the Evaluation Date, nor any significant  deficiencies or material weaknesses
in such disclosure  controls and procedures  requiring  corrective actions. As a
result, no corrective actions were taken.








                                       12


                   CHEFS INTERNATIONAL, INC. AND SUBSIDIARIES


PART II - OTHER INFORMATION
---------------------------

ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K

     (a)  EXHIBITS

          31   - Certification  of Principal  Executive and Principal  Financial
                    Officer

          32   - Certification  pursuant to 18 U.S.C.  Section 1350 of Principal
                    Executive and Principal Financial Officer

     (b)  REPORTS ON FORM 8-K

         On November 21, 2003,  the Company  filed a current  report on Form 8-K
with the Securities and Exchange  Commission  attaching its press release of the
same  date  announcing  that it had  received  an offer  from the five  Lombardi
Brothers and their affiliates (the "Lombardi  Group") who own  approximately 61%
of the Company's  outstanding  common stock,  to acquire all of the  outstanding
shares of common stock not owned by the Lombardi Group for a cash purchase price
of $1.75 per  share.  The  press  release  stated  that the  Company's  Board of
Directors had appointed a Special Committee consisting of the three non-Lombardi
Brother directors to review and analyze the proposal.






                                       13


                   CHEFS INTERNATIONAL, INC. AND SUBSIDIARIES


                                    SIGNATURE


Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.



CHEFS INTERNATIONAL, INC.



/s/ Anthony C. Papalia
------------------------
ANTHONY C. PAPALIA
Principal Executive and Principal Financial Officer



DATED:   December 10, 2003








                                       14