UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                          -----------------------------

                                   FORM 8-K/A
                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                                 Date of Report:

                        (Date of earliest event reported)

                                  JULY 7, 2008

                          ----------------------------


       000-33297                                          88-0450923
(Commission File Number)                       (IRS Employer Identification No.)

                    5804 E. SLAUSON AVE., COMMERCE, CA 90040
                         (Address of Principal Executive
                              Offices and zip code)

                                (323)  725-5555
              (Registrant's telephone number, including area code)

          (Former Name or Former Address, if Changed Since Last Report)


Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing  obligation  of  registrant  under any of the
following provisions:

[_]      Written  communications  pursuant to Rule 425 under the  Securities Act
         (17 CFR 230.425)

[_]      Soliciting  material  pursuant to Rule 14a-12(b) under the Exchange Act
         (17 CFR 240.14a-12(b))

[_]      Pre-commencement  communications  pursuant to Rule  14d-2(b)  under the
         Exchange Act (17 CFR 240.14d-2(b))

[_]      Pre-commencement  communications  pursuant to Rule  13e-4(c)  under the
         Exchange Act (17 CFR 240.13e-4(c))






         This  Current  Report on Form  8-K/A  amends  Item 5.02 of the  Current
Report on Form 8-K filed with the Securities and Exchange Commission on July 11,
2008 (the "Form 8-K"),  regarding  the  resignation  of one of the  Registrant's
directors.  The Form 8-K is hereby  amended to insert  those  items as set forth
herein.

ITEM 5.02         DEPARTURE  OF  DIRECTORS  OR  CERTAIN  OFFICERS;  ELECTION  OF
                  DIRECTORS;   APPOINTMENT  OF  CERTAIN  OFFICERS;  COMPENSATORY
                  ARRANGEMENTS OF CERTAIN OFFICERS.

         On July 11, 2008,  Keith B. Hall notified the Registrant via electronic
mail that he disagreed  with the  statements  made by the Registrant in the Form
8-K.  The   registrant  has  filed  a  copy  of  Mr.  Hall's   electronic   mail
correspondence as exhibit 99.2 to the Form 8-K.

ITEM 9.01         FINANCIAL STATEMENTS AND EXHIBITS.

         (d)      EXHIBITS.

                  99.2     Electronic  Mail  Correspondence  from  Keith B. Hall
                           dated July 11, 2008.


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                                   SIGNATURES

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

                                     BLUE HOLDINGS, INC.


Date:  July 15, 2008                 By:    /S/ ERIC HOHL
                                            ----------------------------
                                            Eric Hohl
                                            Chief Financial Officer


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                                  EXHIBIT INDEX


EXHIBIT NUMBER                        DESCRIPTION OF EXHIBIT
--------------    --------------------------------------------------------------

     99.2         Electronic Mail  Correspondence  from Keith B. Hall dated July
                  11, 2008.


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