CUISINE SOLUTIONS, INC.
85 SOUTH BRAGG STREET
ALEXANDRIA, VIRGINIA 22312

PROXY STATEMENT

This Proxy Statement is furnished to stockholders of Cuisine Solutions, Inc., a Delaware corporation (the “Company”) in connection with the Annual Meeting of Stockholders to be held on October 26, 2004 (the “Annual Meeting”). This Proxy Statement, the notice to stockholders, and the enclosed proxy card are being mailed to stockholders of the Company on or about October 3, 2004.

SOLICITATION OF PROXIES

Proxies in the form enclosed are solicited by and on behalf of the Board of Directors of the Company (the “Board”). The individuals named as proxies are Mr. Jean-Louis Vilgrain and Mr. Stanislas Vilgrain. Proxies may be solicited by use of the mail, by personal interview, or by telephone and may be solicited by officers and directors, and by the other employees of the Company. All costs of solicitation of proxies will be borne by the Company. The approximate costs for the solicitation are $6,000.

All shares of common stock of the Company, par value $.01 per share (“Common Stock”), represented by proxies received will be voted in accordance with the instructions contained therein. In the absence of voting instructions, the shares of Common Stock will be voted for the nominees listed herein. Any proxy may be revoked at any time prior to its exercise by filing with the Secretary of the Company a written notice of revocation, by delivering a duly executed proxy bearing a later date, or by attending the Annual Meeting and voting in person.

VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF

At the close of business on September 17, 2004, there were 15,918,788 shares of Common Stock outstanding, which represent all of the voting securities of the Company. Each share of Common Stock is entitled to one vote per share. Stockholders do not have cumulative voting rights in the election of directors to the Board. A list of stockholders of the Company at the close of business on September 17, 2004 will be available for inspection during normal business hours during the ten days prior to the meeting at the offices of the Company at 85 South Bragg Street, Alexandria, Virginia 22312, and will also be available at the meeting. Only stockholders of record at the close of business on September 17, 2004 will be entitled to vote at the Annual Meeting.

For purposes of determining the presence of a quorum and counting votes on the matters presented, shares represented by abstentions and “broker non-votes” will be counted as present, but not as votes cast, at the Annual Meeting. Under Delaware law and the Company’s By-Laws, the election of directors at the Annual Meeting will be determined on the basis of a percentage of votes cast at the Annual Meeting and requires the affirmative vote of the holders of a plurality of the Company’s Common Stock represented and voting at the Annual Meeting for approval. All other matters expected to be submitted for consideration at the Annual Meeting require the affirmative vote of the holders of a majority of the Company’s Common Stock represented and voting at the Annual Meeting for approval.

The following table sets forth, as of September 17, 2004, certain information as to the number of shares of Common Stock beneficially owned by each person who is known by the Company to own beneficially more than 5% of its outstanding shares of Common Stock based upon reports on Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) or other reliable information.

(1) Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting -or investment power with respect to securities.

The following table sets forth as of September 17, 2004 the beneficial ownership of each director, nominee for director, each named executive officer, and the directors and executive officers of the Company as a group.

* Less than one percent.

(1) Jean-Louis Vilgrain, Chairman of the Company, is Chairman and President of Food Research Corporation, a Delaware corporation (“FRC”). FRC is a controlled subsidiary of Secria Europe, S.A. (“Secria Europe”). Jean-Louis Vilgrain is also a director of Secria Europe. The equity ownership of Secria Europe is held in equal amounts by the five children of Jean-Louis Vilgrain, including Stanislas Vilgrain, an officer and director of the Company, and Sebastian Vilgrain, a director of the Company. As a result of his directorship in Secria Europe and his position as President and director of FRC, Jean-Louis Vilgrain may be deemed to be the beneficial owner of the 9,520,588 shares of Common Stock held directly by FRC. In addition, as a result of their ownership of a 20% equity interest in Secria Europe, respectively, Stanislas and Sebastian Vilgrain each may be deemed to be the beneficial owner of these 9,520,588 shares of Common Stock of the Company held by FRC. The beneficial ownership of Jean-Louis Vilgrain also includes 100,000 shares subject to options granted under the 1999 Plan, and 32,098 shares owned. The beneficial ownership of Sebastian Vilgrain also includes 75,000 shares subject to stock options granted pursuant to the 1999 Stock Option Plan. The beneficial ownership of Stanislas Vilgrain also includes 471,000 shares subject to options granted under stock option plans of the Company, including the Company’s 1999 Stock Option Plan and the Company’s 1992 Stock Option Plan and 322,000 shares privately owned and held. Mr. Hugues Prince is employed by Les Fromentiers de France, a company the Vilgrains are the beneficial owners. Mr. Prince privately owns 50,000 shares of common stock of the Company.

(2) The beneficial ownership of Charles McGettigan includes 455,700 shares controlled through the investment group Proactive Partners at which Mr. McGettigan is a general partner, 100,000 shares subject to options granted under the 1999 Stock Option Plan and 14,000 shares owned.

(3) The beneficial ownership of Gerard Bertholon includes 489,500 shares subject to options granted under the 1999 and 1992 Stock Option Plans of the Company and 80,100 shares of common stock owned.

(4) The beneficial ownership of Robert Van Roijen includes 75,000 shares subject to options granted under the 1999 Stock Option Plan, and 25,800 shares of common stock owned.

(5) Includes 25,000 shares subject to stock options granted under the 1999 Stock Option Plan

(6) Includes 254,182 shares subject to stock options granted under the 1999 Stock Option Plan.

ELECTION OF DIRECTORS

Six nominees for director are to be elected to the Board for one year to serve until the Annual Meeting of Stockholders in 2004 or until their successors are elected and qualified. All nominees are currently serving as directors.

Unless otherwise specified, proxies received will be voted for the election of the six nominees to the Board set forth below. All such nominees have indicated that they are willing and able to serve as directors. If any nominee becomes unable or unwilling to serve, the accompanying proxy may be voted for the election of such other person as shall be designated by the Board. Each director will be elected to the Board by a plurality vote of Common Stock represented, in person or by proxy, at the Annual Meeting. Therefore, an abstention from voting will be counted neither for nor against the election of any nominee for director to the Board.

The name, principal occupation and selected biographical information of each nominee to the Board are set forth below:

Mr. Jean-Louis Vilgrain, age 70, has been Chairman of the Company since September 1977 and has served as director since November 1974. In addition, Mr. J.L. Vilgrain served as Chief Executive Officer of the Company from September 1977 until October 1993. Mr. J.L. Vilgrain is Chairman and President of the JLVilgrain Group, and is President of Secria Europe, a French holding company controlling the JLVilgrain Group. The JLVilgrain Group is an international consortium of food related businesses and industries with interests ranging from production engineering to retail food establishments. He is also Chairman and President of FRC, the majority stockholder of the Company, and a holding company for certain African and Pacific Rim companies. Mr. J.L. Vilgrain was President from 1978 to 1989 of Grands Moulins de Paris, an international milling and food processing company incorporated in France.

Mr. Stanislas Vilgrain, age 45, was appointed Chief Executive Officer in October 1993, having served as President and Chief Operating Officer of the Company since June 1991 and as a director since 1991. He served as President of the Vie de France Culinary Division from July 1987 to June 1991. Previously, he was employed by Vie de France Corporation as Director of Staff Operations from August 1986 through June 1987. He was Manager of the Vie de France Corporation’s San Francisco bakery from January 1986 through August 1986, after having served as Assistant Manager of the Denver bakery from July 1984 through December 1985. Prior to joining Vie de France Corporation, he was Assistant to the Director of Research & Development for the Bakery Division of Grands Moulins de Paris from June 1983 to July 1984, and was Regional Manager of Operations and Sales from July 1982 through May 1983 for O.F.U.P., a publication distributor in Paris, France. Mr. Stanislas Vilgrain is the son of Mr. Jean-Louis Vilgrain and the brother of Mr. Sebastien Vilgrain.

Mr. Charles C. McGettigan, age 59, was a co-founder and is a general partner of Proactive Investment Managers, L.P. which is the general partner of Proactive Partners, L.P., a San Francisco-based merchant banking fund. Mr. McGettigan graduated in 1966 from Georgetown University and in 1969 from the Wharton School at the University of Pennsylvania. From 1970 to 1980 Mr. McGettigan was with Blyth Eastman Dillon’s corporate finance department in New York (1970 to 1978) and San Francisco (1978 to 1980). He was a Senior Vice President of Dillon, Read & Co., running its corporate finance activities in San Francisco, from 1980 through 1982. In January 1983, Mr. McGettigan was a founding partner of Woodman, Kirkpatrick & Gilbreath, which was sold to Hambrecht & Quist in September 1984. Mr. McGettigan was a co-founder, in November 1988, and continues to be a managing director of McGettigan, Wick & Co., Inc., an investment banking firm. Mr. McGettigan currently serves on the Boards of Directors of Modtech Inc., Onsite Energy Corporation. He serves as Non-Executive Chairman of Modtech Inc. and Onsite Energy Corporation. He became a member of the Board in 1997.

Mr. Sebastien Vilgrain, age 32, serves as Director of Sales and Business Development at the Paris-based SETUCAF/SOMDIAA, a holding company that trades in agricultural raw materials. Prior to joining SETUCAF in 1999, Mr.Vilgrain operated in French-speaking African marketplace, working on the development and implementation of the commercial network for the Eurafrique Industry, a procurement platform for the agro- industry. A native of France, he studied business marketing in England and the United States from 1989 to 1993. He became a member of the Board in 2001.

Mr. Robert Van Roijen, age 65, is the President of Tox Financial Company, a money management firm in Winter Park Florida. Mr. Van Roijen is also founding partner of Patience Partners, a hedge fund specializing in small capitalization stocks. Mr. Van Roijen is a graduate of Harvard College, and after three years of military service as an officer, he joined IBM. From 1977 to 1987, he was President and Chairman of the Board of Control Laser Corporation, a manufacturer of industrial lasers. He founded Tox Financial Company in 1988, and he is currently a director of Quixote Corporation, and Security Storage Company of Washington D.C. He became a member of the Board in 2001.

Mr. Hugues Prince, age 47, became the CEO of the 103 retail outlet bakery Les Fromentiers de France in August 2004 which is owned by J. L. Vilgrain Group. Mr. Prince was the Managing Director of DeliFrance Asia from its inception in 1981 until it was sold in 1999. DeliFrance Asia was owned by the JL Vilgrain Group, the majority shareholder of Cuisine Solutions. DeliFrance Asia had more than 180 retail outlets, bakeries, and restaurants in seven Asian countries. After the sale of the company, Mr. Prince served as a consultant to J.L. Vilgrain Group. Mr. Prince became a member of the Board in March 2004.

BOARD COMMITTEES AND MEETINGS

Committees of the Board include the Audit Committee, the Stock Option Committee, the Compensation Committee and the Technology Committee.

The Audit Committee consists of Mr. Van Roijen and Mr. McGettigan. The Audit Committee’s functions include making recommendations to the Company regarding the selection of independent accountants, conferring with the independent accountants and reviewing the scope and fees of the prospective annual audit and the results of their work. The Audit Committee reviews the Company’s financial statements and the adequacy of the internal auditing, accounting, financial controls and procedures. The committee held three meetings during fiscal year 2004.

The Stock Option Committee was established pursuant to the adoption of the 1992 and 1999 Plans and is made up of Mr. McGettigan and Mr. Van Roijen. The Stock Option Committee’s function is to grant options to eligible employees and to administer the 1992 Plan and the 1999 Plan. The committee held two meetings during fiscal year 2004.

The Compensation Committee consists of Mr. McGettigan and Mr. Van Roijen. The Compensation Committee’s function is to review and approve all compensation packages totaling over $99,500. The committee held four meetings during fiscal year 2004.

The Board currently does not have a nominating committee. Although there are no formal procedures for the stockholders to nominate persons to serve on the Board, the Board will consider recommendations from stockholders, which should be addressed to Yuyun Tristan Kuo, Vice President of Finance and Secretary and Treasurer of the Company, at the Company’s address.

During fiscal year 2004, there were four meetings of the Board of Directors. Each director attended all meetings of the Board on which during that period except one director who missed two meetings. Each committee member attended 100% of committee meetings on which he was serving during that period.

SECTIONS 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 requires the Company’s officers, directors and persons who own more than ten percent of the issued and outstanding shares of Common Stock to file reports of beneficial ownership and changes in beneficial ownership with the SEC and to furnish copies of all Section 16(a) forms to the Company.

Based solely on the Company’s review of the copies of such forms received by it, or written representations from certain reporting persons that no filings were required for those persons, the Company believes that during the last fiscal year all required filings were timely made as required by Section 16(a) except as follows: Thomas Gregg, Yuyun Tristan Kuo, Gerard Bertholon, and Hugues Prince were delinquent in the filing of either form 3, 4 or both of Section 16(a). All forms are currently filed. SEC rules require the Company to disclose all known delinquent Section 16(a) filings by its officers, directors and ten percent stockholders in this Proxy Statement.

Mr. Gregg was appointed to President, US of Cuisine Solutions, Inc. in January 2004. Mr. Gregg previously ran his own private investment firm, MacGregor Capital LLC from 2002 — 2004. During that period, Mr. Gregg served as an Advisor and on the Advisory Board of Cuisine Solutions from January 2003 – 2004. From 1991 to 2001 Mr. Gregg served as CEO of 3-G International, Inc. (3GI), a network security software company. 3GI was sold to RSA Security in 2001

Mr. Bertholon joined Cuisine Solutions in August 1989 as Director of Research & Development then VP of International Sales in 1997 and VP of Marketing in December 2000. Mr. Bertholon was appointed President for FIVELEAF in January 2002. He has over 27 years of experience and recognition in the international foodservice industry. Prior to joining the Company, Mr. Bertholon was an Executive Chef for 9 years in the United States. Mr. Bertholon’s current titles in the Company are Corporate Chef, Vice President of Sales, and President of FIVELEAF

Mr. Kuo was appointed Vice President of Finance in January 2004. The Board appointed Mr. Kuo Secretary and Treasurer in March 2004. Prior to that, Mr. Kuo was the Company’s Corporate Controller since December 2002. Prior to that, Mr. Kuo served as Vice President of Information Systems of Zinc Corporation of America from 2001 to 2002 and CIO and Controller of Wise Metals Group, the largest independent aluminum sheet producer in the US, from 1991 to 2001.

In January 2004, Mr. Andreas Pfann resigned as Chief Financial Officer of Cuisine Solutions.

EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE

The following table provides information concerning compensation paid by the Company to each of the named executive officers of the Company, consisting of the Chief Executive Officer, the Chief Operating Officer and the President of FIVELEAF whose compensation exceeded $100,000 during fiscal 2003, for each of the Company’s last three fiscal years.

Summary Compensation Table