Ownership Submission
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

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(h) of the Investment Company Act of 1940
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(Print or Type Responses)
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 (Month/Day/Year)
05/23/2008
(Street)

COMMERCE, CA 90040		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction 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 09/23/2008   J(1)   1,750,000 D $ 0.8 2,008,500 D  
Common Stock 09/23/2008   J(1)   1,750,000 D $ 0.8 16,028,757 I (2) By Paul Guez, Spouse
Common Stock 11/26/2008   P   40,000 A $ 0.1325 16,068,757 I (2) By Paul Guez, Spouse
Common Stock 12/01/2008   C   4,623,589 A $ 0.58 20,692,346 I (2) By Paul Guez, Spouse
Common Stock               117,382 I (3) By Paul and Beth Guez Living Trust

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction 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
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(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 09/23/2008   J(1)   1,618,093   09/23/2008 03/01/2011 Common Stock 4,045,233 (1) 1,618,093 D  
Common Stock Purchase Warrant $ 0.4 09/23/2008   J(1)   1,415,832   09/23/2008 09/23/2013 Common Stock 1,415,832 (1) 1,415,832 D  
Series A Convertible Preferred Stock $ 0.58 12/01/2008   C     1,000,000 11/28/2007   (4) Common Stock 4,623,589 $ 2.6816 0 I (2) By Paul Guez, Spouse

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   12/01/2008
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(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.

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