8-K

                                  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) June 1, 2004
                                                           ------------


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


                                    Delaware
               ---------------------------------------------------
                 (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
- ---------------------------------------------           ------------------------
(Address of principal executive office)                         (Zip Code)

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




                                    FORM 8-K

                                  June 1, 2004

                            CHEFS INTERNATIONAL, INC.


ITEM 5.    OTHER EVENTS AND REGULATION FD DISCLOSURE

       On June 1, 2004, Chefs International, Inc. issued a press release
announcing that a Special Committee of its Board of Directors, appointed to
evaluate a proposal made by the Lombardi Restaurant Group to effect a cash
purchase of the interests of Chefs' minority stockholders, had unanimously
determined to advise Chefs' board of directors that in the Committee's judgment,
the proposed increased purchase price of $3.12 per share was fair to Chefs'
minority stockholders. The Committee will recommend that the Board accept the
proposal. In view of the fact that the proposal is subject to various
conditions, no assurance can be given that the proposed purchase will be
completed. The text of the press release is attached hereto as Exhibit 99.5

ITEM 7.    FINANCIAL STATEMENTS AND EXHIBITS

       (c)    EXHIBITS

              99.5   Press Release issued by Chefs International, Inc. on
                     June 1, 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:   June 1, 2004                   By  /s/ Anthony Papalia
         ------------                     --------------------------------------
                                                      Anthony Papalia, President

EX-99.5

                                                                    Exhibit 99.5



CHEFS INTERNATIONAL'S SPECIAL COMMITTEE RECOMMENDS
ACCEPTANCE OF OFFER TO PURCHASE COMMON STOCK OWNED BY
MINORITY STOCKHOLDERS AT $3.12 PER SHARE



FOR IMMEDIATE RELEASE
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POINT PLEASANT BEACH, NEW JERSEY, June 1, 2004

Chefs International, Inc. ("CHEFS"), owner of a restaurant chain and currently
operating nine restaurants in New Jersey and Florida (shares traded on the OTC
Bulletin Board under the symbol "CHEF"), announced today that the Special
Committee of its Board of Directors, appointed to evaluate a proposal made by
the Lombardi Restaurant Group (the "Lombardi Group") to effect a cash purchase
of the interests of Chefs' minority stockholders, had unanimously determined to
advise CHEFS' Board of Directors that in the Committee's judgment, the proposed
increased purchase price of $3.12 per share was fair to CHEFS' minority
stockholders and to recommend that the Board accept the proposal.

         The Lombardi Group proposal contemplates a merger pursuant to which a
newly formed acquisition corporation would be merged with CHEFS and the CHEFS
stockholders other than the Lombardi Group and their affiliates would receive a
cash payment of $3.12 per share for their shares of CHEFS common stock. The
proposal is subject to various conditions so that no assurances can be given
that the proposed transaction will be completed.

For confirmation: Contact Martin W. Fletcher, Controller (732) 295-0350