UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D. C. 20549
                                  -------------


                                    FORM 8-K

                                 CURRENT REPORT

                       Pursuant to Section 13 or 15(d) of
                       the Securities Exchange Act of 1934

         Date of Report (Date of earliest event reported) MARCH 8, 2004
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                   CHEFS INTERNATIONAL, INC. AND SUBSIDIARIES
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             (Exact name of registrant as specified in its charter)


                                    DELAWARE
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                 (State or other jurisdiction of incorporation)


         0-8513                                           22-2058515
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(Commission File Number)                    (IRS Employer Identification Number)



62 BROADWAY, POINT PLEASANT BEACH, NEW JERSEY                    08742
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(Address of principal executive office)                        (Zip Code)

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





                                    FORM 8-K

                                  March 8, 2004

                            CHEFS INTERNATIONAL, INC.

ITEM 5.    OTHER EVENTS AND REGULATION FD DISCLOSURE

         On March 8, 2004,  Chefs  International,  Inc.  issued a press  release
announcing  that a  special  committee  of its Board of  Directors  had voted to
reject an offer to purchase the common stock owned by its minority  shareholders
at a cash  purchase  price of $1.75 per share.  The text of the press release is
attached hereto as Exhibit 99.2

ITEM 7.    FINANCIAL STATEMENTS AND EXHIBITS

     (C) EXHIBITS

         99.2  Press Release issued by Chefs International, Inc. on March 8,
               2004.


                                   SIGNATURES

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

                                                CHEFS INTERNATIONAL, INC.
                                            -----------------------------------
                                                       (Registrant)


Dated:   MARCH 8, 2004                     By: /s/Anthony Papalia
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                                               Anthony Papalia, President