<PAGE>
================================================================================


                                  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, 2002

[ ]      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)

          DELAWARE                                            33-0803204
(State or Other Jurisdiction of                             (I.R.S. Employer
 Incorporation or Organization)                           Identification Number)

                               12621 JEFFREY ROAD
                            IRVINE, CALIFORNIA 92620
               (Address of Principal Executive Offices) (Zip Code)
                            TELEPHONE: (949) 559-4444
                        http://www.hineshorticulture.com

        SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: NONE

           SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:

                     COMMON STOCK, PAR VALUE $.01 PER SHARE


    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 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 an accelerated filer. [ ]

    As of June 30, 2002, the aggregate market value of the registrant's voting
common stock held by non-affiliates of the registrant was approximately $37.3
million.

    As of August 28, 2003, there were 22,072,549 shares of Common Stock
outstanding.

                       DOCUMENTS INCORPORATED BY REFERENCE

    Certain portions of the registrant's Proxy Statement prepared in connection
with the Annual Meeting of Stockholders held on May 29, 2003 are incorporated in
Part III hereof by reference.

================================================================================


<PAGE>

                                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, 2002, which was
originally filed with the Securities and Exchange Commission on April 11, 2003
(the "Annual Report"), to amend and restate in its entirety Item 13 of Part III
of the Annual Report. This Amendment No. 1 continues to speak as of the date of
the original filing of the Annual Report, and the Company has not updated the
disclosures contained therein to reflect any events that occurred at a later
date.

                                    PART III

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         Madison Dearborn Capital Partners, L.P., the Company's principal
shareholder ("Madison Dearborn Capital Partners"), provided a guarantee for the
extension of the Company's $30.0 million seasonal revolving loan commitment
effective February 1, 2002 under the Company's existing senior credit facility
with a third party lender. On November 28, 2000, in exchange for Madison
Dearborn Capital Partners' original guaranty of the Company's seasonal revolver,
the Company issued a warrant to Madison Dearborn Capital Partners to purchase
440,000 shares of the Company's common stock at an exercise price of $3.50 per
share. The warrant is exercisable at any time prior to December 31, 2005. If
Madison Dearborn Capital Partners is required to make any payment with respect
to its guarantee on the seasonal revolving loan commitment, the Company would be
required to issue to Madison Dearborn Capital Partners an additional warrant to
purchase a number of shares of the Company's common stock equal to the amount of
such payment divided by the then-current market price of the Company's common
stock.

         In 1995 the Company sold 290 acres of its Forest Grove, Oregon nursery
facility property to Blooming Farm, Inc., a corporation owned by Madison
Dearborn Capital Partners and by Mr. Ferguson, the Company's Acting Chief
Executive Officer, Chief Operating Officer and President, Ms. Pieropan, the
Company's Chief Financial Officer, Secretary and Treasurer, Stephen Thigpen, the
Company's former Chief Executive Officer, and other members of the Company's
current and former management. As payment in full for the 290 acres, Blooming
Farm issued a five-year interest-only promissory note to the Company in the
amount of $826,865 secured by a deed of trust on the land. In 1996 the Company
sold an additional 53 acres to Blooming Farm. As payment in full for the 53
acres, Blooming Farm issued a five-year interest-only promissory note to the
Company in the amount of $151,050 secured by a deed of trust on the 53 acres.
The land was sold to Blooming Farm to avoid exceeding a limit on the amount of
land the Company is able to receive federal reclamation water for under
applicable federal reclamation water law. Blooming Farm is obligated to make
interest payments of $67,476 per year on the principal balances of the notes.
Although the principal balances of the notes were due, respectively on August 4,
2000 and June 21, 2001, such amounts remain outstanding. The Company leases all
such 343 acres from Blooming Farm pursuant to a lease which expires on May 31,
2008 and under which the Company is obligated to make annual lease payments of
$68,600. Pursuant to such lease, the Company has an option to purchase the land
and rights of first refusal.

         The Company is a party to a registration rights agreement whereby
Madison Dearborn Capital Partners has the right, subject to certain
restrictions, to cause the Company to register shares of the Company's common
stock for sale under the Securities Act. Pursuant to the agreement, the Company
is required to pay the registration expenses associated with such registrations.

         Pursuant to a stockholders agreement, the Company has the option to
repurchase shares of its common stock owned by Mr. Ferguson and Ms. Pieropan in
the event of termination for fraud and Madison Dearborn Capital Partners, Mr.
Ferguson, Ms. Pieropan and certain of the Company's former executives have the
right to participate in certain registrations of securities by the Company.


                                       2
<PAGE>


                                     PART IV

ITEM 15.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

         (a) The following documents are filed as part of this report:

                  1. The financial statements listed in "Index to Financial
                     Statements."

                  2. The exhibits listed in "Index to Exhibits."

INDEX TO EXHIBITS

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

2.1                  Acquisition Agreement, dated as of March 18, 2002, by and
                     among Hines Horticulture, Inc., Hines Nurseries, Inc., Sun
                     Gro Horticulture, Inc., Sun Gro Horticulture Canada Ltd.
                     and Sun Gro Horticulture Income Fund. (11)

2.2                  Asset Purchase Agreement, dated as of March 26, 2002, by
                     and between Sun Gro Horticulture, Inc. and Sun Gro
                     Horticulture Canada Ltd. (11)

2.3                  Underwriting Agreement, dated as of March 18, 2002, by and
                     among Hines Horticulture, Inc., Sun Gro Horticulture, Inc.
                     and Sun Gro Horticulture Income Fund. (11)

3.1                  Restated Certificate of Incorporation of the Company. (2)

3.2                  Amended and Restated By-laws of the Company. (5)

4.1                  Form of certificate representing Common Stock. (2)

4.2                  Amended and Restated Credit Agreement dated June 26, 1998
                     among Hines Nurseries, Inc., Sun Gro Horticulture Canada,
                     Ltd., and Lakeland Canada Ltd., as borrowers, the lenders
                     listed therein, Bank of America N.T. & S.A., as syndication
                     agent, Harris Trust & Savings Bank, as documentation agent,
                     BT Bank of Canada, as Canadian agent, and Bankers Trust
                     Company, as administrative agent. (3)

4.3                  First Amendment to Credit Agreement and Consent, dated as
                     of March 3, 2000, among Hines Nurseries, Inc., Sun Gro
                     Horticulture Canada Ltd., as Borrowers, and The Lenders
                     Listed therein, as Lenders, Bank of America National Trust
                     and Savings Association, as Syndication Agent, Harris Trust
                     and Savings Bank, as Documentation Agent, Deutsche Bank
                     Canada, as Canadian Agent, and Bankers Trust Company, as
                     Administrative Agent. (8)

4.4                  Second Amendment to the Credit Agreement and Limited
                     Waiver, dated November 28, 2000, among the Borrowers, the
                     lenders listed therein, Bank of America, N.A., as
                     Syndication Agent, Harris Trust and Savings Bank, as
                     Documentation Agent, Deutsche Bank Canada, as Canadian
                     Agent, and Bankers Trust Company, as Administrative Agent.
                     (9)

4.5                  Guarantee Agreement, dated November 28, 2000, between
                     Madison Dearborn Capital Partners, L.P. and the Borrowers,
                     the lenders listed therein, Bank of America, N.A., as
                     Syndication Agent, Harris Trust and Savings Bank, as
                     Documentation Agent, Deutsche Bank Canada, as Canadian
                     Agent, and Banker Trust Company, as Administrative Agent.
                     (9)


                                       3
<PAGE>

4.6                  Indenture dated as of October 19, 1995 between Hines
                     Horticulture (the predecessor of Hines Nurseries, Inc.),
                     the Company and Sun Gro and IBJ Schroeder Bank & Trust
                     Company, as trustee (including the form of Exchange Note
                     and Senior Subordinated Guarantees). (1)

4.7                  First Supplement to Indenture, dated June 26, 1998, by and
                     among Hines Nurseries, Inc., Hines Horticulture, Inc., Sun
                     Gro Horticulture Inc. and IBJ Schroder Bank & Trust
                     Company, as Trustee. (7)

4.8                  Second Supplement to Indenture, dated November 28, 2000, by
                     and among Hines Nurseries, Inc., Hines Horticulture, Inc.,
                     Sun Gro Horticulture Inc., Enviro-Safe Laboratories, Inc.
                     and The Bank of New York, as Trustee. (9)

4.9                  Third Supplement to Indenture, dated November 28, 2000, by
                     and among Hines Nurseries, Inc., Hines Horticulture, Inc.,
                     Sun Gro Horticulture, Inc., Enviro-Safe Laboratories, Inc.
                     and The Bank of New York, as Trustee. (9)

4.10                 Registration Agreement dated as of June 11, 1998 by and
                     between Hines Holdings, Inc. and MDCP. (2)

10.1                 Employment Agreement dated as of August 3, 1995 between
                     Hines Horticulture and Stephen P. Thigpen. (1)*

10.2                 Employment Agreement dated as of August 4, 1995 between
                     Hines Horticulture and Claudia M. Pieropan. (1)*

10.3                 1998 Long-Term Equity Incentive Plan. (4)*

10.4                 Form of Incentive Stock Option Agreement. (2)*

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. (6)

10.6                 Purchase Agreement by and among Hines Nurseries, Inc.,
                     Lovell Farms, Inc., Botanical Farms, Inc., Warren W. Lovell
                     III, Jeffrey S. Lovell, Jennifer E. Moreno, as Trustee of
                     the Trace Lovell Family Investment Trust and Enrique A.
                     Yanes, Dated as of March 3, 2000. (8)

10.7                 Warrant and Guarantee Agreement, dated November 28, 2000 by
                     and between Hines Horticulture, Inc., Hines Nurseries, Inc.
                     and Madison Dearborn Capital Partners, L.P. (9)

10.8                 Warrant, dated November 28, 2000, issued by Hines
                     Horticulture, Inc. to Madison Dearborn Capital Partners,
                     L.P. (9)

10.9                 Third Amendment to Credit Agreement and Consent dated
                     February 1, 2002. (10)

10.10                Limited Waiver Regarding Financial Covenants dated March
                     22, 2002. (10)

10.11                Fourth Amendment to Credit Agreement and Consent dated
                     March 18, 2003. (12)

21.1                 Subsidiaries of the Company. (12)


                                       4
<PAGE>

23.1                 Consent of Independent Accountants (12)

31.1                 Certification of Chief Operating Officer Pursuant To
                     Section 302 Of The Sarbanes-Oxley Act Of 2002. (+)

31.2                 Certification of Chief Financial Officer Pursuant To
                     Section 302 Of The Sarbanes-Oxley Act Of 2002. (+)

32.1                 Certification of Chief Operating 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. (+)(++)

________________
+        Filed herewith.

*        Management contract or compensatory arrangement.

++       Pursuant to Commission Release No. 33-8238, this certification will be
         treated as "accompanying" this Amendment No. 1 to Annual Report on Form
         10-K and not "filed" as part of such report for purposes of Section 18
         of the Securities Exchange Act of 1934, as amended, or otherwise
         subject to the liability of Section 18 of the Securities Exchange Act
         of 1934, as amended, and this certification will not be deemed to be
         incorporated by reference into any filing under the Securities Act of
         1933, as amended, or the Securities Exchange Act of 1934, as amended,
         except to the extent that the registrant specifically incorporates it
         by reference.

(1)      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 8, 1996.

(2)      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.

(3)      Incorporated by reference to Hines Horticulture, Inc.'s Quarterly
         Report on Form 10-Q for the quarter ended June 30, 1998.

(4)      Incorporated by reference to Hines Horticulture, Inc.'s Quarterly
         Report on Form 10-Q for the quarter ended September 30, 1998.

(5)      Incorporated by reference to Hines Holdings, Inc.'s Annual Report on
         Form 10-K for the year ended December 31, 1998.

(6)      Incorporated by reference to Hines Horticulture, Inc.'s Quarterly
         Report on Form 10-Q for the quarter ended September 30, 1999.

(7)      Incorporated by reference to Hines Horticulture, Inc.'s Annual Report
         Form 10-K for the year ended December 31, 2000.

(8)      Incorporated by reference to Hines Horticulture, Inc.'s Form 8-K filed
         on March 17, 2000.

(9)      Incorporated by reference to Hines Horticulture, Inc.'s Form 8-K filed
         on November 29, 2000.

(10)     Incorporated by reference to Hines Horticulture, Inc.'s Annual Report
         Form 10-K for the year ended December 31, 2001.

(11)     Incorporated by reference to Hines Horticulture, Inc.'s Form 8-K filed
         on April 10, 2002.

(12)     Incorporated by reference to Hines Horticulture, Inc.'s Annual Report
         on Form 10-K for the year ended December 31, 2002.





                                       5
<PAGE>


                                   SIGNATURES

         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 August 29, 2003.

                                      HINES HORTICULTURE, INC.


                                      By: /s/ Claudia M. Pieropan
                                          --------------------------------------
                                          Claudia M. Pieropan
                                          Chief Financial Officer, Secretary and
                                          Treasurer


                                       6