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) JANUARY 30, 2004


                   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

                                January 30, 2004

                            CHEFS INTERNATIONAL, INC.

ITEM 5.    OTHER EVENTS AND REGULATION FD DISCLOSURE

         On January 30, 2004, Chefs International, Inc. issued a press release
announcing  that it had  received an offer to purchase the common stock owned by
its minority  shareholders.  The text of the press release is attached hereto as
Exhibit 99.1

ITEM 7.    FINANCIAL STATEMENTS AND EXHIBITS

         (c)   EXHIBITS

               99.2    Press Release issued by Chefs International, Inc. on
                       January 30, 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:   JANUARY 30, 2004                   By     S/ ANTHONY PAPALIA
                                              ----------------------------------
                                                Anthony Papalia, President