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): February 18, 2011

HARRY & DAVID HOLDINGS, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware

333-127173

20–0884389

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)


2500 South Pacific Highway, Medford, OR		97501
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (541) 864-2362

None

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

Check the appropriate box if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.):

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a–12)

¨	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 13c under the Exchange Act

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b) On February 18, 2011, Harry & David Holdings, Inc. issued a press release announcing that Kay Hong, a managing director at global professional services firm Alvarez & Marsal, has been appointed Chief Restructuring Officer. Ms. Hong will also serve as interim Chief Executive Officer, succeeding Steven J. Heyer, who will remain Chairman. Ms. Hong’ appointment is effective as of February 18, 2011. A copy of the press release is filed herewith as Exhibit 99.1 and in incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.


Exhibit Number		Description

99.1		Press Release of Harry & David Holdings, Inc., dated as of February 18, 2011.

SIGNATURES

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


	Harry & David Holdings, Inc.

Date: February 22, 2011

	By:	/s/ Edward F. Dunlap
	Name:	Edward F. Dunlap
	Title:	Chief Financial Officer and Senior Vice President

Exhibit Index


Exhibit Number		Description

99.1		Press Release of Harry & David Holdings, Inc., dated as of February 18, 2011.

Harry & David Holdings, Inc. 8-K