FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Guez Elizabeth 		2. Issuer Name and Ticker or Trading Symbol

BLUE HOLDINGS, INC. [ BLHI.PK ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      __ X __ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

C/O BLUE HOLDINGS, INC., 5804 E. SLAUSON AVENUE 		3. Date of Earliest Transaction (MM/DD/YYYY)

5/23/2008
(Street)

COMMERCE, CA 90040
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8) 		4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) 		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock   9/23/2008     J (1)    1750000   D $0.8   2008500   D    
Common Stock   9/23/2008     J (1)    1750000   D $0.8   16028757   I   (2) By Paul Guez, Spouse  
Common Stock   11/26/2008     P    40000   A $0.1325   16068757   I   (2) By Paul Guez, Spouse  
Common Stock   12/1/2008     C    4623589   A $0.58   20692346   I   (2) By Paul Guez, Spouse  
Common Stock                  117382   I   (3) By Paul and Beth Guez Living Trust  

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8) 		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4) 		8. Price of Derivative Security
(Instr. 5) 		9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
8% Senior Secured Convertible Note   $0.4   9/23/2008     J  (1)    1618093       9/23/2008   3/1/2011   Common Stock   4045233     (1) 1618093   D    
Common Stock Purchase Warrant   $0.4   9/23/2008     J  (1)    1415832       9/23/2008   9/23/2013   Common Stock   1415832     (1) 1415832   D    
Series A Convertible Preferred Stock   $0.58   12/1/2008     C        1000000    11/28/2007     (4) Common Stock   4623589   $2.6816   0   I   (2) By Paul Guez, Spouse  

Explanation of Responses:
( 1)  On September 23, 2008, pursuant to a Settlement Agreement and Mutual Release with the Registrant, the Reporting Person and her spouse rescinded the conversion on March 5, 2008 of $1,400,000 of indebtedness under a line of credit agreement with the Reporting Person's spouse into 1,750,000 shares of the Registrant's common stock, the Reporting Person's spouse forgave $700,000 of indebtedness under the line of credit, the Registrant issued the 8% Senior Secured Convertible Note and the Warrant jointly to the Reporting Person and her spouse in settlement of all amounts owed to the Reporting Person, her spouse and their affiliates as of September 23, 2008 (other than certain amounts outside of the line of credit accrued during fiscal 2008 and set forth in the Settlement Agreement and Mutual Release), and the Registrant, the Reporting Person and her spouse mutually released each other from existing claims.
( 2)  The Reporting Person may be deemed to beneficially own the shares directly held by the Reporting Person's spouse, but disclaims beneficial ownership in such securities, except to the extent of the Reporting Person's pecuniary interest therein.
( 3)  Each of the Reporting Person and Paul Guez are Co-Trustees of the Living Trust and have voting and dispositive control of the securities held by the Trust and accordingly may be deemed to beneficially own such securities. The Reporting Person disclaims beneficial ownership of such securities, except to the extent of the Reporting Person's pecuniary interest therein.
( 4)  The Series A Convertible Preferred Stock has no expiration date.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Guez Elizabeth
C/O BLUE HOLDINGS, INC.
5804 E. SLAUSON AVENUE
COMMERCE, CA 90040
X


Signatures
/s/ Elizabeth Guez 12/1/2008
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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