UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

(Amendment No. 1)

(Mark One)

x	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

	For the fiscal year ended December 31, 2006

o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

	For the transition period from _____________ to _____________

Commission File Number: 0-24439

HINES HORTICULTURE, INC.

(Exact name of registrant as specified in its charter)

(949) 559-4444

http://hineshorticulture.com

Delaware	33-0803204
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)


12621 Jeffrey Road, Irvine, California 92620 (Address of principal executive offices) (Zip Code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class
Common Stock, par value $0.01 per share

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No X .

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes No X .

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No .

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ( )

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check One).

Large accelerated filer

Accelerated filer

Non-accelerated filer X

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes No X .

As of June 30, 2006, the aggregate market value of the registrant’s voting common stock held by non-affiliates of the registrant was approximately $36.1 million.

As of September 19, 2007, there were 22,072,549 shares of Common Stock outstanding.

HINES HORTICULTURE, INC.

AMENDMENT NO. 1 TO FORM 10-K ANNUAL REPORT

For the Fiscal Year Ended December 31, 2006

TABLE OF CONTENTS

Page No.

PART IV

ITEM 15.	EXHIBITS	4

SIGNATURE		8

Explanatory Note

Hines Horticulture, Inc. is filing this Amendment No. 1 to its Annual Report on Form 10-K for the fiscal year ended December 31, 2006, as originally filed with the Securities and Exchange Commission on July 10, 2007 (the “Original Form 10-K”) for the sole purpose of including Exhibit 23.2, the consent of an additional independent public accounting firm, in the filing. There are no changes to the disclosures in the Original Form 10-K, except that this Amendment No. 1 includes Exhibit 23.2 and amends and restates the list of exhibits contained in Item 15 of Part IV of the Original 10-K. This Amendment No. 1 continues to speak as of the date of the Original Form 10-K and Hines Horticulture, Inc. has not updated the disclosure herein to reflect any events that occurred on a later date.

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

(a)	List the following documents filed as part of the report:

(3)	List of Exhibits

INDEX TO EXHIBITS

Exhibit Number	Description
3.1	Restated Certificate of Incorporation of Hines Horticulture, Inc. (3)
3.2	Amended and Restated By-laws of Hines Horticulture, Inc. (3)
4.1	Indenture, dated as of September 30, 2003, between Hines Nurseries, Inc., Hines Horticulture, Inc., the Subsidiary Guarantors named therein and the Bank of New York, as Trustee, relating to Hines Nurseries, Inc.’s $175,000,000 10.25% Senior Notes due 2011. (4)
4.2	Holdings Guaranty dated September 30, 2003, by Hines Horticulture, Inc., in favor of and for the benefit of, Deutsche Bank Trust Company Americas, as Guaranteed Party. (4)
4.3	Form of 144A Senior Note due 2011. (4)
4.4	Form of Senior Note due 2011. (4)
4.5	Form of Regulation S Senior Note due 2011. (4)
4.6	Registration Rights Agreement, dated as of September 30, 2003, between Hines Nurseries, Inc., Hines Horticulture, Inc., Hines SGUS Inc., Enviro-Safe Laboratories, Inc. and the Initial Purchasers named therein. (4)
10.1	Employment Agreement dated as of August 3, 1995 between Hines Horticulture and Robert A. Ferguson. (8)*
10.2	Employment Agreement dated as of August 4, 1995 between Hines Horticulture and Claudia M. Pieropan. (2)*
10.3	Amended and Restated 1998 Long-Term Equity Incentive Plan, as Amended. (25)*
10.4	Form of Incentive Stock Option Agreement. (3)*
10.5	Stock Purchase Agreement dated September 9, 1999 between Hines Nurseries, Inc. and those individuals whose names are set forth on the Signature Page to Stock Purchase Agreement. (8)
10.6	Purchase Agreement, dated as of March 3, 2000, by and among Hines Nurseries, Inc., Lovell Farms, Inc., Botanical Farms, Inc., Warren W. Lovell III, Jeffrey S. Lovell, Jenifer E. Moreno, as Trustee of the Trace Lovell Family Investment Trust and Enrique A. Yanes. (5)
10.7	Amended and Restated Promissory Note by Blooming Farm, Inc. in favor of Hines Nurseries, Inc. dated September 22, 2003. (4)
10.8	Amended and Restated Secured Promissory Note by Blooming Farm, Inc. in favor of Hines Nurseries, Inc. dated September 22, 2003. (4)
10.9	Amended and Restated Ground Lease dated September 1, 1996 by and between The Irvine Company and Hines Horticulture, Inc. (4)**
10.10	Addendum No. 1 to Amended and Restated Ground Lease dated October 29, 1996 by and between The Irvine Company and Hines Horticulture, Inc. (4)
10.11	Addendum No. 2 to Amended and Restated Ground Lease dated December 18, 1997 by and between The Irvine Company and Hines Horticulture, Inc. (4)
10.12	Addendum No. 3 to Amended and Restated Ground Lease dated May 19, 2003 by and between The Irvine Company and Hines Nurseries, Inc. (4)**
10.13	Letter Agreement dated September 18, 2003 by and between The Irvine Company and Hines Nurseries, Inc. (4)**
10.14	Credit Agreement dated September 30, 2003 among Hines Nurseries, Inc., Enviro-Safe Laboratories, Inc., and Hines SGUS Inc., as Borrowers, the lenders listed therein, Deutsche Bank Trust Company Americas, as Agent, Fleet Capital Corporation and Lasalle Business Credit, LLC, as Co-Syndication Agents, and Harris Trust and Savings Bank and Wells Fargo Bank, N.A., as Co-Documentation Agents. (4)
10.15	Security Agreement, dated September 30, 2003, among Hines Nurseries, Inc., Enviro-Safe Laboratories, Inc. Hines SGUS Inc., and Hines Horticulture, Inc., as Grantors, and Deutsche Bank Trust Company Americas, as agent for and representative of the beneficiaries named therein. (4)

10.16	Registration Agreement dated as of June 11, 1998 by and between Hines Holdings, Inc. and MDCP. (3)
10.17	First Amendment to Credit Agreement, effective as of June 30, 2005. (9)
10.18	Waiver Regarding Financial Covenants dated October 13, 2005, among Hines Nurseries, Inc. and Hines SGUS Inc., as borrowers, the lenders listed therein, and Deutsche Bank Trust Company Americas, as agent. (9)
10.19	Second Amendment to Credit Agreement, effective as of February 3, 2006. (25)
10.20	Real Property Purchase and Sale Agreement and Escrow Instructions, dated September 12, 2005, by and between Hines Nurseries, Inc. and Quantum Ventures, LLC. (10)
10.21	Summary of Oral Amendment to Real Property Purchase and Sale Agreement and Escrow Instructions, dated September 12, 2005, by and between Hines Nurseries, Inc. and Quantum Ventures, LLC. (10)
10.22	Lease Agreement dated November 7, 2005, by and between Hines Nurseries, Inc. and Quantum Ventures, LLC. (10)
10.23	Option Agreement, dated April 30, 2005, by and between Hines Nurseries, Inc. and Triad Communities, L.P. (25)
10.24	First Amendment to Option Agreement, dated February 28, 2005, by and between Hines Nurseries, Inc. and Triad Communities, L.P. (25)
10.25	Exercise of Option Agreement, dated March 1, 2006, by and between Hines Nurseries, Inc. and Triad Communities, L.P. (25)
10.26	Agricultural Lease dated as of June 26, 1998 between Blooming Farm, Inc. as lessor, and Oregon Garden Products, Inc. as lessee. (11)
10.27	Offer Letter and attached Corporate Resources Participant Summary, by and between Hines Horticultures, Inc. and Steven C. Avery. (12)*
10.28	Severance Agreement between Hines Horticulture, Inc. and Steven Avery dated August 9, 2006. (13)*
10.29	Offer Letter and attached Corporate Resources Participant Summary, by and between Hines Horticulture, Inc. and Jeffrey Dunbar. (14)*
10.30	Severance Agreement between Hines Horticulture, Inc. and Jeffrey Dunbar dated August 9, 2006. (13)*
10.31	Third Amendment to Credit Agreement dated as of August 8, 2006 by and among Hines Nurseries, Inc., a subsidiary of Hines Horticulture, Inc., Hines SGUS Inc., the financial institutions party thereto, Deutsche Bank Trust Company Americas, as administrative agent for the Lenders. (13)
10.32	Asset Purchase Agreement by and between Hines Nurseries, Inc. and Costa Nursery Farms, LLC dated as of October 2, 2006. (15)
10.33	Asset Purchase Agreement by and between Hines Nurseries, Inc. and Pure Beauty Farms, Inc. dated as of October 2, 2006. (15)
10.34	Offer Letter and attached Corporate Resources Participant Summary, by and between Hines Horticulture, Inc. and James J. O'Donnell. (16)*
10.35	Severance Agreement between Hines Horticulture, Inc. and James O'Donnell dated November 9, 2006. (17)*
10.36	Commercial Contract between Hines Horticulture, Inc. and F & J Farms, LLC dated as of October 30, 2006. (18)
10.37	Asset Purchase Agreement by and between Hines Nurseries, Inc., Costa Penn Farms, LLC and Costa Penn Land Holdings, LLC Dated as of November 15, 2006. (19)
10.38	Fourth Amendment and Waiver to Credit Agreement, dated December 27, 2006, by and between Hines Nurseries, Inc., Hines Horticulture, Inc., the financial institutions party thereto and Deutsche Bank Trust Company Americas, as administrative agent. (20)
10.39	Asset Purchase Agreement by and among Hines Nurseries, Inc., KW Mohawk Valley LLC, 621 East Maple LLC, Danville PA LLC, KW Utica LLC, KW Newark LLC and KW Danville LLC dated January 9, 2007. (21)
10.40	Commercial Contract by and between Hines Nurseries, Inc. and F & J Farms, LLC dated January 10, 2007. (21)
10.41	Loan and Security Agreement, dated January 18, 2007, by and between Hines Nurseries, Inc., Bank of America, N.A., as agent and a lender, Banc of America Securities LLC, as lead arranger and book manager and the financial institutions party thereto from time to time. (22)

10.42	Commercial Contract by and between Hines Nurseries, Inc. and Garden Depot, Corp. effective March 1, 2007. (23)
10.43	Severance and Release Agreement between Michael Trebing and Hines Horticulture, Inc. dated March 19, 2007. (24)*
10.44	Hines Horticulture, Inc. Executive Incentive Plan 2004. (26)*
10.45	Employment Agreement, dated August 3, 1995, by and between Edwin G. Summers, Jr. and Hines Horticulture, Inc. (26)*
10.46	Amendment to Amended and Restated Ground Lease dated January 1, 2007 by and between The Irvine Company and Hines Horticulture, Inc. (27)
10.47	Severance and Release Agreement between Lincoln Moehle and Hines Horticulture, Inc. dated December 29, 2006. (27)*
10.48	Amendment No. 1 to Loan and Security Agreement dated as of February 28, 2007, by and among Hines Nurseries, Inc., the parties hereto as lenders and Bank of America, N.A., in its capacity as agent for Lenders. (27)
10.49	Amendment No. 2 to Loan and Security Agreement dated as of March 7, 2007, by and among Hines Nurseries, Inc., the parties hereto as lenders and Bank of America, N.A., in its capacity as agent for Lenders. (27)
10.50	First Amendment to Lease Agreement dated as of October 2, 2006, by and between Hines Nurseries, Inc. and Quantum Ventures, LLC. (27)
10.51	Limited Waiver to the Loan and Security Agreement, dated April 30, 2007, by Hines Nurseries, Inc., Bank of America, N.A., PNC Bank, National Association and GMAC Commercial Finance LLC. (27)
10.52	Limited Waiver to the Loan and Security Agreement, dated May 29, 2007, by and among Hines Nurseries, Inc., Bank of America, N.A., PNC Bank, National Association and GMAC Commercial Finance LLC. (27)
10.53	Limited Waiver to the Loan and Security Agreement, dated June 21, 2007, by and among Hines Nurseries, Inc., Bank of America, N.A., PNC Bank, National Association and GMAC Commercial Finance LLC. (27)
10.54	Limited Waiver to the Loan and Security Agreement, dated June 28, 2007, by and among Hines Nurseries, Inc., Bank of America, N.A., PNC Bank, National Association and GMAC Commercial Finance LLC. (27)
21.1	Subsidiaries of the Company. (27)
23.1 23.2	Consent of independent registered public accounting firm, KPMG LLP. (27) Consent of independent registered public accounting firm, PricewaterhouseCoopers LLP. (†)
31.1	Certification of Chief Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. (†)
31.2	Certification of Chief Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. (†)
32.1	Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant To Section 906 Of The Sarbanes-Oxley Act of 2002. (†)(‡)
32.2	Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant To Section 906 Of The Sarbanes-Oxley Act of 2002. (†)(‡)
99.1	Unaudited pro forma financial information, including income statements for the year ended December 31, 2005 and nine month period ended September 30, 2006 and balance sheet as of September 30, 2006 (15).

________________

†	Filed herewith.
*	Management contract or compensatory arrangement.
**	Confidential treatment requested as to certain portions of the exhibit which have been filed separately with the Securities and Exchange Commission
‡	This certification shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liability of that section, nor shall it be deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934.

(1)	Incorporated by reference to Hines Horticulture, Inc.’s Form 8-K filed on April 10, 2002.
(2)	Incorporated by reference to Hines Holdings, Inc.’s Registration Statement on Form S-4, File No. 33-99452, filed on November 15, 1995 and amended on December 22, 1995 and January 6, 1996.
(3)	Incorporated by reference to Hines Horticulture, Inc.’s Registration Statement on Form S-1, File No. 333-51943, filed on May 6, 1998 and amended on May 26 1998 and June 16, 1998.
(4)	Incorporated by reference to Hines Horticulture, Inc.’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2003
(5)	Incorporated by reference to Hines Horticulture, Inc.’s Form 8-K filed on March 17, 2000.
(6)	Incorporated by reference to Hines Horticulture, Inc.’s Form 8-K filed on November 29, 2000.
(7)	Incorporated by reference to Hines Horticulture, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2003.
(8)	Incorporated by reference to Hines Horticulture, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2004.
(9)	Incorporated by reference to Hines Horticulture, Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2005.
(10)	Incorporated by reference to Hines Horticulture, Inc.’s Form 8-K filed on November 9, 2005.

(11)	Incorporated by reference to Hines Horticulture, Inc.’s Annual Report on Form 10-K for the year ended December 31, 1998.
(12)	Incorporated by reference to Hines Horticulture, Inc.’s Form 8-K filed on May 5, 2006.
(13)	Incorporated by reference to Hines Horticulture, Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2006.
(14)	Incorporated by reference to Hines Horticulture, Inc.’s Form 8-K filed on May 18, 2006.
(15)	Incorporated by reference to Hines Horticulture, Inc.’s Form 8-K/A filed on February 5, 2007.
(16)	Incorporated by reference to Hines Horticulture, Inc.’s Form 8-K filed on October 17, 2006.
(17)	Incorporated by reference to Hines Horticulture, Inc.’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2006.
(18)	Incorporated by reference to Hines Horticulture, Inc.’s Form 8-K filed on November 3, 2006.
(19)	Incorporated by reference to Hines Horticulture, Inc.’s Form 8-K filed on November 21, 2006.
(20)	Incorporated by reference to Hines Horticulture, Inc.’s Form 8-K filed on January 3, 2007.
(21)	Incorporated by reference to Hines Horticulture, Inc.’s Form 8-K filed on January 17, 2007.
(22)	Incorporated by reference to Hines Horticulture, Inc.’s Form 8-K filed on January 24, 2007.
(23)	Incorporated by reference to Hines Horticulture, Inc.’s Form 8-K filed on March 7, 2007.
(24)	Incorporated by reference to Hines Horticulture, Inc.’s Form 8-K filed on March 23, 2007.
(25)	Incorporated by reference to Hines Horticulture, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2005.
(26) (27)	Incorporated by reference to Hines Horticulture, Inc.’s Annual Report on Form 10-K/A for the year ended December 31, 2005 filed on May 12, 2006. Incorporated by reference to Hines Horticulture, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2006.

SIGNATURE

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on September 24, 2007.


	HINES HORTICULTURE, INC.

	By:	/s/ Claudia M. Pieropan
		Claudia M. Pieropan
		Chief Financial Officer

HINES HORTICULTURE INC 10-K/A