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United States

Securities and Exchange Commission

Washington, D.C. 20549





FORM 10-K/A







|x | Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|- | ------------------------------------------------------------------------------------

For the fiscal year ended June 28, 2008

or



| ̈ | 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 333-127173





Harry & David Holdings,
Inc.

(Exact name of registrant as specified in its charter)







|                                                               |  |                                        
|-------------------------------------------------------------- |  | ---------------------------------------
|Delaware                                                       |  | 20-0884389                             
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification Number)

2500 South Pacific Highway, Medford, OR, 97501

(Address of Principal Executive Offices)

(541) 864-2362

(Registrants telephone number including area code)

None

(Former name, former address,
and former fiscal year if changed since last report)





None

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

None

(Securities registered pursuant to Section 12(g) of the Act)





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 Section 15(d) of the Act.    Yes  x    No   ̈

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 if 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   ̈    No  x

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, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting
company in Rule 12b-2 of the Exchange Act (check one):

Large accelerated   ̈    Accelerated filer   ̈    Non-accelerated filer  x    Smaller
reporting company   ̈

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

The aggregate market value of the voting stock held by non-affiliates of the registrant is not applicable as the registrants common stock is not publicly-held or publicly traded.

The number of outstanding shares of the registrants common stock as of August 23, 2008 was 1,033,295.









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TABLE OF CONTENTS

|                                           |  |     
|------------------------------------------ |  | ----
|                                           |  | Page
|EXPLANATORY NOTE                           |  | 1   
|                                           | 
|PART III                                   |  | 2   
|                                           | 
|ITEM 11. EXECUTIVE COMPENSATION            |  | 2   
|                                           | 
|PART IV                                    |  | 12  
|                                           | 
|EXHIBITS AND FINANCIAL STATEMENT SCHEDULES |  | 12  
|                                           | 
|SIGNATURES                                 |  |     



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EXPLANATORY NOTE

This Amendment No. 1 on Form 10-K/A (the Amendment) amends the Annual Report on Form 10-K for the year ended June 28, 2008 (the 2008
10-K), which was originally filed with the Securities and Exchange Commission on September 19, 2008. This Amendment is being filed to correct total compensation amounts reported in the 2008 Summary Compensation Table in Part III of the
2008 10-K, as well as the Totals in the All Other Compensation table and Other Potential Payments tables. This amendment also corrects an incorrect reference to the prior fiscal year in Exhibit 32.1, Certification of Annual Report. No
other Items are being amended. Accordingly, this Amendment should be read in conjunction with our other filings with the Securities and Exchange Commission, including the 2008 10-K. Except as described in this Explanatory Note, this Amendment does
not modify or update the disclosures in our 2008 Form 10-K. Therefore, this Amendment does not reflect any other events that occurred after the original September 19, 2008 filing date of the 2008 Form 10-K. Forward-looking statements in this
Amendment have also not been updated from the initial filing of the 2008 Form 10-K. In addition, in connection with the filing of this Amendment and pursuant to Rules 12b-15 and 13a-14 under the Exchange Act, we are including with this Amendment
currently dated certifications of our chief executive and financial officers.



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PART III



|ITEM 11. | EXECUTIVE COMPENSATION
|-------- | ----------------------

All monetary amounts presented in this
Item 11 are in actual dollars unless otherwise indicated.

COMPENSATION DISCUSSION AND ANALYSIS

The following Compensation Discussion and Analysis describes the material elements of compensation for the following individuals, collectively referred to as
the named executive officers:



| |  |  | William H. Williams, President and Chief Executive Officer
| | - |  | ----------------------------------------------------------



| |  |  | Stephen V. OConnell, Chief Financial Officer and Chief Administrative Officer
| | - |  | ------------------------------------------------------------------------------



| |  |  | Cathy J. Fultineer, Executive Vice President, Sales and Marketing
| | - |  | -----------------------------------------------------------------



| |  |  | Peter D. Kratz, Executive Vice President, Operations
| | - |  | ----------------------------------------------------



| |  |  | Rudd C. Johnson, Executive Vice President, Human Resources
| | - |  | ----------------------------------------------------------

Our board of directors is responsible for oversight of the compensation plans for executives and other senior management, reviewing compensation levels and approving compensation policies. Our compensation policies are intended to attract,
motivate and reward highly qualified executives for the execution of specific long-term strategic management goals and the enhancement of stakeholder value.

Non-management members of the board of directors review the reasonableness of, and approve recommendations regarding, the compensation of our named executive officers and other senior management. Our executive officers make recommendations
to the board of directors regarding the compensation of all executive officers, other than the Chief Executive Officer, and the metrics appropriate for measuring officers performance. The compensation of the Chief Executive Officer and the
other named executive officers is reviewed and determined solely by the board of directors. Our executive officers and the board of directors are authorized to retain any consultants they believe are necessary or appropriate in making compensation
decisions. In fiscal 2008, however, the board of directors did not retain any compensation consultants.

In developing the executive officers
compensation for fiscal 2008, the board of directors primarily considered historical compensation levels within the company, as well as prevailing rates for comparable positions in the marketplace.

The compensation of executive officers consists of the following components:



| |  |  | Base salary;
| | - |  | ------------



| |  |  | Annual cash incentive compensation;
| | - |  | -----------------------------------



| |  |  | Long-term equity incentive awards; and
| | - |  | --------------------------------------



| |  |  | Perquisites.
| | - |  | ------------

Base Salary. We pay base salary
to provide meaningful levels of cash compensation to executives while allowing us to manage our fixed costs. The salaries are reviewed annually and are based on the following: job scope and responsibilities; company, business unit and individual
performance; and competitive rates for similar positions as indicated by periodic review of salaries in the general marketplace.

Annual Cash Incentive
Compensation. We believe that a significant portion of the annual cash compensation of our executive officers should be contingent upon a comparison of our performance against board-approved pre-established financial objectives and, to a lesser
extent, on specific objectives for the individual officer. The specific financial objectives of our plan focus on EBITDA, as reported in our annual report on Form 10-K, adjusted for certain events as discussed elsewhere in this document. We do not
disclose actual targets because we believe such disclosure would cause us competitive harm. Our incentive compensation program is designed to reward sales growth and profit performance. Each executive officer is given a target bonus equal to a fixed
percentage of base salary with the target percentage increasing with increased job responsibility. The targets are reviewed periodically, and like base salaries, are based on job scope and responsibilities. Actual payouts are based on company and
individual performance. These targets are intended to be stretch goals but to also be achievable.

In fiscal 2008, senior management, including
the Chief Executive Officer and other named executive officers, were required to meet pre-established financial performance thresholds to become eligible to receive a bonus. If the thresholds were met, then the bonus payout would be equal to 100% of
the target bonus. In fiscal 2008, the pre-established performance thresholds were not met and, as a result, the board of directors did not approve a payout for any of our officers, including the named executive officers.



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Principal Executive Officer: Mr. Williams has a target bonus of 70% of his base salary.

Principal Financial Officer: Mr. OConnell has a target bonus of 40% of his base salary.

Other Executive Officers: Ms. Fultineer and Messrs. Kratz and Johnson have target bonuses equal to 50% of their base salaries.

For fiscal 2009, named executive officers and other senior management will be eligible to earn their target bonus if the company meets certain financial goals. Final details of the incentive compensation plan for fiscal 2009 are not yet
complete.

Long-Term Equity Incentive Compensation. On February 18, 2005, we adopted our 2004 Stock Option Plan, which was subsequently amended
on November 9, 2006. The plan provides for the grant of incentive stock options and non-qualified stock options, exercisable for shares of our common stock. We do not grant long-term equity incentives each year, but view this aspect of
compensation to be an equitable adjustment factor to be used periodically by our board of directors. A total of 150,000 shares of our common stock are currently available for option grants under this plan. As of June 28, 2008, we had granted
options to purchase 103,795 shares of our common stock under the plan to certain members of our senior management team and one outside consultant.

The
plan has been, and is currently, administered by our board of directors. Options may be exercised only to the extent they have vested. In case of termination of employment or other service by reason of death, disability or normal or early
retirement, or in the case of hardship or other special circumstances of an optionee holding options that have not vested, the board of directors may, in its sole discretion, accelerate the time at which such option may be exercised.

401(k) Plan. In order to promote retirement savings and their financial well-being, our employees, including management, are eligible to participate in our 401(k)
Retirement Savings Plan, a defined contribution retirement plan that complies with Section 401(k) of the Internal Revenue Code. Under the 401(k) plan, we provide matching contributions equal to 100% of the participants contributions for
the first 5% of the participants earnings, subject to statutory limitations on the amount of the participants applicable earnings (for 2008, this limit is $230,000). Participants who were employed by the predecessor company prior to the
2004 Acquisition were fully vested in their 401(k) account balances and such account balances in the Yamanouchi Consumer, Inc 401(k) Retirement Savings Plan were transferred to the 401(k) plan in connection with the 2004 Acquisition. In fiscal 2008,
each of the named executive officers received a matching contribution from us of $10,250.

Perquisites and Personal Benefits.We provide executive
benefits and perquisites as denoted below to compete for executive talent and to promote the well-being and financial security of our named executive officers. A description of the executive benefits and perquisites, and the costs associated with
providing them for the named executive officers, is reflected in the All Other Compensation column of the 2008 Summary Compensation Table below. We do not view perquisites as a significant component of our overall compensation package,
but do believe they can be useful in conjunction with base salary to attract and retain individuals in a competitive environment.



| |  |  | Auto Allowance
| | - |  | --------------



| |  |  | Executive Life Insurance
| | - |  | ------------------------



| |  |  | Financial Planning
| | - |  | ------------------



| |  |  | Group Term Life Insurance
| | - |  | -------------------------

Principal Executive
Officer: The aggregate value of the perquisites received by Mr. Williams in fiscal 2008 and fiscal 2007 was $104,255 and $62,704, respectively. Increased executive life insurance premiums were the major factor in this increase.

Principal Financial Officer: Mr. OConnell received perquisites with a total value of $26,837 and $27,603 in fiscal 2008 and 2007, respectively.

Other Executive Officers: Ms. Fultineer, Mr. Kratz and Mr. Johnson received perquisites, with total value of $38,095, $48,659 and $68,574, respectively,
in fiscal 2008 and $27,755, $30,481 and $47,059 respectively, in fiscal 2007. As with Mr. Williams, the increases resulted primarily from increased executive life insurance premiums for these executives.

Executive officers also participate in other employee benefit plans available on a nondiscriminatory basis to other associates, including merchandise discounts, and
group health, life and disability coverage.



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Pension Plans

The
following is a summary of the pension plan in which our management participates. The pension plan is a traditional final average pay pension plan that pays benefits on retirement based on an employees years of service and final average
earnings over a consecutive 60-month period. In addition, because of Internal Revenue Code limitations on the amount of pension benefits that can be paid to employees from qualified pension plans, our retirement program includes our Excess Pension
Plan, a nonqualified plan that allows executives to receive all of the promised benefits under the pension plan, notwithstanding the Internal Revenue Code limitations.

The following table shows the total monthly annuity benefit payable at normal retirement age from our Employees Pension Plan, which we call the Qualified Plan, and our Excess-Pension Plan, which we call the
Nonqualified Plan. The monthly annuity benefit shown below represents the total benefits under both the Qualified Plan and the Nonqualified Plan. Under the Qualified Plan, plan compensation is limited by Internal Revenue Code
Section 401(a)(17). For calendar 2008, plan compensation is limited to $230,000.



|                       |           |                  |   |       |  |    |        |    |   |        |  |    |        |  |   |        |  |   |       
|---------------------- | --------- | ---------------- | - | ----- |  | -- | ------ | -- | - | ------ |  | -- | ------ |  | - | ------ |  | - | ------
|                       |           | Years of service
|Final average earnings |           | 5                |   | 10    |  | 15 |        | 20 |   | 30     |  | 40
|$                      | 200,000   |                  | $ | 1,585 |  | $  | 3,171  |    | $ | 4,757  |  | $  | 6,343  |  | $ | 9,514  |  | $ | 9,514 
|$                      | 350,000   |                  | $ | 2,836 |  | $  | 5,671  |    | $ | 8,507  |  | $  | 11,343 |  | $ | 17,014 |  | $ | 17,014
|$                      | 450,000   |                  | $ | 3,669 |  | $  | 7,338  |    | $ | 11,007 |  | $  | 14,676 |  | $ | 22,014 |  | $ | 22,014
|$                      | 550,000   |                  | $ | 4,502 |  | $  | 9,005  |    | $ | 13,507 |  | $  | 18,009 |  | $ | 27,014 |  | $ | 27,014
|$                      | 650,000   |                  | $ | 5,336 |  | $  | 10,671 |    | $ | 16,007 |  | $  | 21,343 |  | $ | 32,014 |  | $ | 32,014
|$                      | 750,000   |                  | $ | 6,169 |  | $  | 12,338 |    | $ | 18,507 |  | $  | 24,676 |  | $ | 37,014 |  | $ | 37,014
|$                      | 850,000   |                  | $ | 7,002 |  | $  | 14,005 |    | $ | 21,007 |  | $  | 28,009 |  | $ | 42,014 |  | $ | 42,014
|$                      | 950,000   |                  | $ | 7,836 |  | $  | 15,671 |    | $ | 23,507 |  | $  | 31,343 |  | $ | 47,014 |  | $ | 47,014
|$                      | 1,050,000 |                  | $ | 8,669 |  | $  | 17,338 |    | $ | 26,007 |  | $  | 34,676 |  | $ | 52,014 |  | $ | 52,014

The benefits in the pension plan table for all of our officers at Senior Vice-President level and higher as of
December 31, 2001 are calculated under a formula of 1.6% of final average earnings, plus an additional 0.4% of final average earnings in excess of a 35-year average Social Security taxable wage base, in each case, multiplied by service limited
to 30 years. For purposes of the pension plan, earnings include earnings reported to pension plan participants on Form W-2 but do not include long-term incentive payments, retention bonuses, reimbursements or other expense allowances, cash and
non-cash fringe benefits, moving expenses, distributions of nonqualified deferred compensation, welfare benefits, or any amounts contributed to any tax qualified profit sharing plan or cafeteria plan. Under the qualified pension plan, compensation
was limited to $230,000 as required by Section 401(a)(17) of the Internal Revenue Code of 1986. Benefits in excess of the maximum benefits payable under the qualified pension plan or accrued as the result of compensation in excess of the
maximum amount allowed under the qualified pension plan are payable under the nonqualified pension plan. As of June 28, 2008, the years of credited service for Mr. Williams, Mr. OConnell, Mr. Kratz, Mr. Johnson and
Ms. Fultineer were 20, 4, 8, 11, and 5 years, respectively. The benefits listed in the pension plan table are the total benefits payable from the qualified pension plan and the nonqualified pension plan and are not subject to deduction for
Social Security or other offset amounts. See Note 9 - Benefit Programs in the notes to our consolidated financial statements included elsewhere in this Form 10-K for details regarding the assumptions used to quantify the accrued benefits
shown above.

Harry and David Employees Pension Plan

Our Employees Pension Plan provides the predecessor company employees, including management, who became our employees in connection with our acquisition of Harry & David Operations Corp., with the same levels of benefit
accruals that were available to the employees under the predecessor company Employees Pension Plan for 36 months following the date on which the 2004 Acquisition was completed (June 17, 2004). Subsequent to fiscal 2006, as noted above, we
announced the approval of a freeze of the benefits provided under this plan, effective June 30, 2007. Assets attributable to the transferred employees were transferred from the predecessor plan to our plan on August 16, 2004, with a
true-up transfer of final amounts on February 7, 2005. Participants who were employed by us or the predecessor company prior to the time of the acquisition were fully vested in their pension benefits upon completion of the transaction.

The plan is currently underfunded. Our required level of funding of this plan changes each year depending on the funded status of the plan and the
actuarial valuation report provided by our actuaries. The first significant cash funding payments in connection with our obligations under this pension plan were made in fiscal 2007 and 2008, and we expect a significant payment in fiscal 2009.
However, the timing of any future payments is subject to a number of factors and uncertainties and could change.



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Excess Pension Plan

Our Excess Pension Plan provides benefits to participants of our Employees Pension Plan, including management, to the extent benefits are limited by Sections 415 and 401(a)(17) of the Internal Revenue Code. Under this plan, accounts
of the predecessor company employees who were transferred to us as of June 17, 2004 are paid in lump sum when their benefits commence under our Employees Pension Plan. As noted above, subsequent to fiscal 2006 we froze the benefits
provided under this plan, effective June 30, 2007. For more information about our pension plans, see the 2008 Pension Benefits Table below.

Severance Pay Plan

Our Severance Pay Plan for Executive Committee members provides severance equal to 12 months of salary continuation and
car allowance plus a full year of the participants target bonus, if a bonus is paid that year. Severance benefits are payable in the event of an involuntary termination of employment for any reason other than death, disability, or for cause,
or in the event that an employee resigns following a relocation of the participants work location by more than 75 miles without the employees consent. During the severance period, if the former employee elects and remains eligible for
COBRA, we pay a portion of COBRA premiums for the former employee equal to our portion of the health premiums paid while the former employee was active. COBRA premiums made for the former employee are grossed-up for federal and state taxes. The plan
also provides an outplacement benefit. Severance payments are made in a lump sum distribution. For more information, refer to the Potential Payments and Benefits upon Termination of Employment disclosure below.

Liquidity Event Plan

On February 18, 2005, we established a
liquidity event award plan for each member of our senior management team who received stock options under the 2004 Stock Option Plan (see description above) as of February 18, 2005. Upon its inception, the aggregate amount of all awards to
senior management was equal to approximately $6,372,000 in future payments, or 7.5% of the portion of the proceeds from the sale of notes that was distributed on the closing date to our equity sponsors as a return of capital. Currently, reflecting
forfeitures, the aggregate amount of the award is approximately $4,912,000. The amount of each award, as a percentage of all awards, is proportional to the percentage of all of the options such member was awarded as of February 18, 2005. The
right to receive 20% of the award vested on June 17, 2005, an additional 20% of the award vested on June 17, 2006, and 5% will vest quarterly thereafter, in each case, so long as the award recipient is an employee of Harry & David
Holdings, Inc. or its affiliates, on the vesting date. As of June 28, 2008, 80% of the award was vested. With respect to any award recipient who is so employed, vesting of the holders entire award will accelerate upon a change of control
of us and upon termination, without cause within one year of the change of control, except for vesting of the awards of Messrs. Williams and OConnell, which accelerate upon change of control. For more information about our liquidity event
award plan and potential payments under the plan, see our Potential Payments and Benefits upon Termination of Employment disclosure below.

Employment Agreements

We generally do not enter into employment agreements with our senior management. However, we have entered into
employment agreements with Mr. Williams, our President and Chief Executive Officer, and Mr. OConnell, our Chief Financial Officer and Chief Administrative Officer.

William H. Williams. We entered into an employment agreement with Mr. Williams on June 17, 2004. The initial term of the employment agreement expired on June 17, 2008. After the initial term,
Mr. Williams employment agreement is renewable by mutual consent for successive one-year periods. On April 16, 2008, Mr. Williams employment agreement renewed on its terms through June 17, 2009. Under the terms of his
employment agreement, Mr. Williams is entitled to an initial base salary of $567,600, subject to review and adjustment upward at least annually and a discretionary annual bonus (up to 140% of his base salary) as determined by the board.
Mr. Williams is entitled to participate in our standard employee benefits plans, fringe benefits and expense reimbursement plans that are generally available to our other senior executives and executive employees, as well as certain additional
fringe benefits. In addition, as long as he remains Chief Executive Officer, Mr. Williams is entitled to serve on our board of directors.

If
Mr. Williams is terminated without cause or resigns for good reason, he is entitled to a severance payment equal to 100% of his then applicable base salary for a period of 12 months, plus one hundred percent of his target bonus, plus the dollar
value of any vacation time accrued but unused during the calendar year in which he is terminated. To the extent permissible under the specific plan terms, he will also be entitled to continue to participate in all of our welfare plans during the
time he receives severance. If Mr. Williams voluntarily resigns at any time, or if we terminate Mr. Williams with cause, he is entitled to receive only any unpaid base salary accrued for services rendered through the date of termination,
plus the dollar value of vacation time accrued and unused during the calendar year in which he resigns or is terminated. If Mr. Williams employment is terminated due to death or disability, he or his estate will be entitled to receive any
unpaid base salary accrued for services rendered through the end of the next calendar month succeeding his termination, plus the dollar value of vacation time accrued and unused during the calendar year in which his employment is terminated.



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If any payment under Mr. Williamss employment agreement would trigger an excise tax as a result of the payment
being considered contingent on a change in ownership or control of us, any such payments will be reduced to the extent necessary to ensure that the payment will not be subject to the tax as an excess parachute payment, or, if it would result in a
greater net payment to Mr. Williams, he will be paid the full amount subject to the excise tax.

Under the terms of the agreement, Mr. Williams
has agreed to certain restrictions relating to competition, confidentiality and solicitation of our customers or employees.

Stephen V.
OConnell. We entered into an employment agreement with Mr. OConnell on July 1, 2004. Mr. OConnells employment agreement expired on its terms on July 1, 2008. Mr. OConnell continues
his position as an at will employee under our normal benefits.

If any payment made to Mr. OConnell would trigger an excise
tax as a result of the payment being considered contingent on a change in ownership or control, any such payments will be reduced to the extent necessary to ensure that the payment will not be subject to the tax as an excess parachute payment, or,
if it would result in a greater net payment to Mr. OConnell, he will be paid the full amount subject to the excise tax.

BOARD
OF DIRECTORS REPORT

The board of directors has reviewed and discussed the foregoing Compensation Discussion and Analysis with Harry and Davids
management, and based on its review and discussions, the board of directors has recommended that the Compensation Discussion and Analysis be included in Harry and Davids annual report on Form 10-K for the fiscal year ended June 28, 2008.

William H. Williams

Stephen V.
OConnell

Ellis B. Jones

George L. Majoros, Jr.

Bruce Wasserstein

EXECUTIVE COMPENSATION

2008 SUMMARY COMPENSATION TABLE

The following table discloses the compensation paid to our named executive officers for fiscal 2008 and 2007.



|                                |  |               |  |           |  |                    |  |                                            |  |                             |  |          
|------------------------------- |  | ------------- |  | --------- |  | ------------------ |  | ------------------------------------------ |  | --------------------------- |  | ---------
|Name and Principal Position     |  | FiscalYear(1) |  | Salary($) |  | OptionAwards($)(2) |  | Non-EquityIncentive PlanCompensation($)(3) |  | All OtherCompensation($)(4) |  | Total($) 
|William H. Williams             |  | 2008          |  | 595,980   |  | 162,378            |  |                                           |  | 119,259                     |  | 877,617  
|President and CEO               |  | 2007          |  | 577,060   |  | 162,378            |  | 760,095                                    |  | 71,604                      |  | 1,571,137
|                                |  |               |  |           |  |                   
|Stephen V. OConnell            |  | 2008          |  | 500,000   |  | 138,022            |  |                                           |  | 40,866                      |  | 678,888  
|CFO and CAO                     |  | 2007          |  | 508,333   |  | 138,022            |  | 350,000                                    |  | 36,503                      |  | 1,032,858
|                                |  |               |  |           |  |                   
|Cathy J. Fultineer              |  | 2008          |  | 405,000   |  | 27,075             |  |                                           |  | 48,345                      |  | 480,420  
|Executive VP, Sales & Marketing |  | 2007          |  | 350,750   |  | 27,075             |  | 345,000                                    |  | 36,655                      |  | 759,480  
|                                |  |               |  |           |  |                   
|Peter D. Kratz                  |  | 2008          |  | 365,000   |  | 17,103             |  |                                           |  | 58,909                      |  | 441,012  
|Executive VP, Operations        |  | 2007          |  | 340,584   |  | 17,103             |  | 313,125                                    |  | 39,381                      |  | 710,193  
|                                |  |               |  |           |  |                   
|Rudd C. Johnson                 |  | 2008          |  | 325,000   |  | 22,764             |  |                                           |  | 78,824                      |  | 426,588  
|Executive VP, Human Resources   |  | 2007          |  | 315,167   |  | 22,764             |  | 310,000                                    |  | 55,959                      |  | 703,890  



|(1) | For purposes of this table, fiscal 2008 and 2007 refers to the twelve months ended June 28, 2008 and June 30, 2007, which consisted of 52 and 53 weeks, respectively.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------



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|(2) | Amounts reflect the dollar amounts of compensation cost for equity-based compensation recognized for financial statement reporting purposes for fiscal 2008 and 2007 in accordance
with SFAS 123R.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(3) | Non-Equity Incentive Plan Compensation amounts represent performance bonuses and are reported for the fiscal year in which they were earned, although they may have been
paid in the following fiscal year.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(4) | All Other Compensation
|--- | ----------------------

The following represents the breakout of
All Other Compensation totals listed above for each named executive officer:



|                     |  |            |  |               |  |                        |  |                         |  |                           |  |                |  |       |     |  |       |        
|-------------------- |  | ---------- |  | ------------- |  | ---------------------- |  | ----------------------- |  | ------------------------- |  | -------------- |  | ----- | --- |  | ----- | -------
|Executive name       |  | Fiscalyear |  | Autoallowance |  | Executivelifeinsurance |  | Groupterm lifeinsurance |  | Financialplanningservices |  | 401(k)matching |  | Other |     |  | Total
|William H. Williams  |  | 2008       |  | 14,400        |  | 80,502                 |  | 6,213                   |  | 3,140                     |  | 10,250         |  | 4,754 | (1) |  | $     | 119,259
|Stephen V. OConnell |  | 2008       |  | 12,000        |  | 12,033                 |  | 2,166                   |  | 638                       |  | 10,250         |  | 3,779 | (1) |  | $     | 40,866 
|Cathy J. Fultineer   |  | 2008       |  | 12,000        |  | 18,232                 |  | 2,622                   |  | 5,241                     |  | 10,250         |  |      |     |  | $     | 48,345 
|Peter D. Kratz       |  | 2008       |  | 12,000        |  | 30,706                 |  | 2,622                   |  | 3,331                     |  | 10,250         |  |      |     |  | $     | 58,909 
|Rudd C. Johnson      |  | 2008       |  | 12,000        |  | 40,909                 |  | 4,902                   |  | 10,763                    |  | 10,250         |  |      |     |  | $     | 78,824 



|(1) | Amount represents additional discount on purchases as board members.
|--- | --------------------------------------------------------------------



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2008 GRANTS OF PLAN-BASED AWARDS TABLE



|                     |              |                                                                 |              |                                                           |            |                                                         |              |                                                               |           |                                           |            |                                              |  |           |  |   |  |   |  |   |  |  
|-------------------- | ------------ | --------------------------------------------------------------- | ------------ | --------------------------------------------------------- | ---------- | ------------------------------------------------------- | ------------ | ------------------------------------------------------------- | --------- | ----------------------------------------- | ---------- | -------------------------------------------- |  | --------- |  | - |  | - |  | - |  | -
|Name                 |              | Estimated Possible PayoutsUnder Non-Equity
IncentivePlan Awards |              | Estimated Future PayoutsUnder Equity
IncentivePlan Awards |            | All OtherStockAwards:Numberof Sharesof Stockor Units(#) |              | All OtherOptionAwards:Number ofSecuritiesUnderlyingOptions(#) |           | Exerciseor BasePrice ofOptionAwards($/Sh) |            | GrantDateFairValue ofStockandOptionAwards($) |  | GrantDate
|                     | Threshold($) |                                                                 | Target($)(1) |                                                           | Maximum($) |                                                         | Threshold($) |                                                               | Target($) |                                           | Maximum($) |                                              |  |           |  |   |  |   |  |   | 
|William H. Williams  |              |                                                                |              | 417,186                                                   |            |                                                        |              |                                                              |           |                                          |            |                                             |  |          |  |  |  |  |  |  |  | 
|Stephen V. OConnell |              |                                                                |              | 200,000                                                   |            |                                                        |              |                                                              |           |                                          |            |                                             |  |          |  |  |  |  |  |  |  | 
|Cathy J. Fultineer   |              |                                                                |              | 202,500                                                   |            |                                                        |              |                                                              |           |                                          |            |                                             |  |          |  |  |  |  |  |  |  | 
|Peter D. Kratz       |              |                                                                |              | 182,500                                                   |            |                                                        |              |                                                              |           |                                          |            |                                             |  |          |  |  |  |  |  |  |  | 
|Rudd C. Johnson      |              |                                                                |              | 162,500                                                   |            |                                                        |              |                                                              |           |                                          |            |                                             |  |          |  |  |  |  |  |  |  | 



|(1) | Represents target awards under our annual cash incentive compensation plan, as further described in our Compensation Discussion and Analysis.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------

For more information about our 2004 Stock Option Plan and prior grants made under this plan, see Compensation Discussion and Analysis above (there were no
grants in fiscal 2008). Certain of our named executive officers are parties to employment agreements with us. For more information about these agreements, see Compensation Discussion and Analysis  Employment Agreements above.



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##### Table of Contents

OUTSTANDING EQUITY AWARDS AT 2008 FISCAL YEAR END TABLE



|                     |  |                                                               |  |                                                                 |  |                                                                                         |  |                        |  |                     
|-------------------- |  | ------------------------------------------------------------- |  | --------------------------------------------------------------- |  | --------------------------------------------------------------------------------------- |  | ---------------------- |  | --------------------
|                     |  | Option Awards                                                
|Name                 |  | Number ofSecuritiesUnderlyingUnexercisedOptions(#)Exercisable |  | Number ofSecuritiesUnderlyingUnexercisedOptions(#)Unexercisable |  | Equity IncentivePlan Awards:Number
ofSecuritiesUnderlyingUnexercisedUnearned Options(#) |  | OptionExercisePrice($) |  | OptionExpirationDate
|William H. Williams  |  | 9,461                                                         |  | 5,405                                                           |  |                                                                                        |  | 82.60                  |  | 6/17/2014           
|                     |  |                                                               |  |                                                                 | 
|Stephen V. OConnell |  | 8,040                                                         |  | 4,595                                                           |  |                                                                                        |  | 82.60                  |  | 6/17/2014           
|                     |  |                                                               |  |                                                                 | 
|Cathy J. Fultineer   |  | 1,326                                                         |  | 758                                                             |  |                                                                                         |  | 82.60                  |  | 6/17/2014           
|                     |  | 776                                                           |  | 1,164                                                           |  |                                                                                        |  | 190.00                 |  | 3/8/2017            
|                     |  |                                                               |  |                                                                 | 
|Peter D. Kratz       |  | 112                                                           |  | 446                                                             |  |                                                                                         |  | 86.20                  |  | 6/17/2014           
|                     |  | 666                                                           |  | 999                                                             |  |                                                                                        |  | 190.00                 |  | 3/8/2017            
|                     |  |                                                               |  |                                                                 | 
|Rudd C. Johnson      |  | 1,326                                                         |  | 758                                                             |  |                                                                                        |  | 82.60                  |  | 6/17/2014           

Options granted in fiscal 2005 vest and become exercisable 20% on each of June 17, 2005, June 17,
2006, and 5% quarterly thereafter through June 17, 2009. Options granted in fiscal 2007 vest and become exercisable 20% on each of June 17, 2007, June 17, 2008, and 5% quarterly thereafter through June 17, 2011. Vesting of
all unexercised options will accelerate upon a termination of employment (without cause) within one year following a change of control (as defined in the relevant option agreements) of us, except for Messrs. Williams and OConnell, whose
options accelerate immediately upon change of control. Shares issuable upon exercise of the options may be either treasury shares or newly issued shares. Options granted under this plan expire 10 years after the date of grant.

2008 OPTION EXERCISES TABLE



|                     |  |                                         |  |                                  |       
|-------------------- |  | --------------------------------------- |  | -------------------------------- | ------
|                     |  | Option Exercises                       
|Name                 |  | Number of SharesAcquired on Exercise(#) |  | Value Realizedon Exercise($) (1)
|William H. Williams  |  |                                        |  |                                  |      
|Stephen V. OConnell |  |                                        |  |                                  |      
|Cathy J. Fultineer   |  |                                        |  |                                  |      
|Peter D. Kratz       |  | 670                                     |  | $                                | 36,247
|Rudd C. Johnson      |  |                                        |  |                                  |      



|(1) | Value realized on exercise represents the excess of option fair value over the exercise price of options exercised during the period.
|--- | -------------------------------------------------------------------------------------------------------------------------------------



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##### Table of Contents

2008 PENSION BENEFITS TABLE



|                     |  |                            |  |                                   |  |                                        |  |                                  
|-------------------- |  | -------------------------- |  | --------------------------------- |  | -------------------------------------- |  | ---------------------------------
|Name                 |  | Plan Name                  |  | Number ofYearsCreditedService (#) |  | Present Value ofAccumulatedBenefit ($) |  | PaymentsDuring LastFiscal Year($)
|William H. Williams  |  | Qualified Plan Excess Plan |  | 2020                              |  | 2,300,0002,105,000                     |  |                                 
|                     |  |                            |  |                                  
|Stephen V. OConnell |  | Qualified Plan Excess Plan |  | 40                                |  | 36,0000                                |  |                                 
|                     |  |                            |  |                                  
|Cathy J. Fultineer   |  | Qualified Plan Excess Plan |  | 55                                |  | 48,00053,000                           |  |                                 
|                     |  |                            |  |                                  
|Peter D. Kratz       |  | Qualified Plan Excess Plan |  | 88                                |  | 249,000164,000                         |  |                                 
|                     |  |                            |  |                                  
|Rudd C. Johnson      |  | Qualified Plan Excess Plan |  | 1111                              |  | 542,000407,000                         |  |                                 

For more information about our pension plans, see Compensation Discussion and Analysis  Pension
Plans and related subheadings in our Compensation Discussion and Analysis. Mr. OConnell does not participate in the Excess Plan.

DEFERRED COMPENSATION

All of our compensation plans that are subject to Section 409A of the Internal Revenue Code are intended to
comply with such law. Should a plan be determined not to comply, however, we are not responsible for any additional tax or interest imposed on any employee.

POTENTIAL PAYMENTS AND BENEFITS UPON TERMINATION OF EMPLOYMENT

Liquidity Event Plan

Under our liquidity event award plan as described above in Compensation Discussion and Analysis, our named executive officers are entitled to certain
payments. Under the plan, for Messrs. Williams and OConnell, a change of control is triggered upon the happening of:



| |  |  | Wasserstein and Highfields collectively owning less than a majority of the total voting power of our voting stock and not having the power to elect or appoint a
majority of the members of our board of directors;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the sale or disposition of all or substantially all of our assets to someone other than Wasserstein and Highfields; or
| | - |  | ----------------------------------------------------------------------------------------------------------------------



| |  |  | our stockholders approving a plan of liquidation.
| | - |  | -------------------------------------------------

For all other members of management, a change of control means:



| |  |  | the acquisition by an individual, entity or group within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act of beneficial ownership (within the
meaning of Rule 13d-3 under the Exchange Act) of 50% or more of the combined voting power of our voting stock after giving effect to such acquisition, unless such individual, entity or group is us, any affiliate of Wasserstein or Highfields, any
member of management or his or her affiliates, any of our employee benefit plans or any combination of the foregoing;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | members of our current board of directors ceasing for any reason to constitute at least a majority of the board unless the election, or nomination for election by
our stockholders is approved by a vote of at least a majority of the directors then serving (excluding any such individual whose initial assumption of office occurs as a result of either an actual or threatened election contest (as such terms are
used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act) or other actual or threatened solicitation of proxies or consents);
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | we are merged or consolidated or reorganized into or with, or we sell or otherwise transfer all or substantially all of our assets to another corporation or other
legal entity, and, as a result of any such transaction, less than a majority of the combined voting power of the voting securities of such entity immediately after any such transaction is held in the aggregate by the holders of our voting stock
immediately prior to such transaction; or
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the board or our stockholders approve our complete or substantial liquidation or dissolution.
| | - |  | ---------------------------------------------------------------------------------------------



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Under their respective liquidity event award agreements, the awards payable to management are as follows: $2,065,750
payable to Mr. Williams, $1,751,120 payable to Mr. OConnell, $289,100 payable to each of Mr. Johnson and Ms. Fultineer, $174,038 to each of Messrs. Kratz and Cato, and $100,103 to Mr. Foley.

Award recipients will not be entitled to receive any vested portion of their awards unless: (1) a change of control (as so defined) occurs; (2) the aggregate
net sales proceeds in such change of control plus certain other distributions received by our equity sponsors exceeds a certain level; (3) we have available cash or, if applicable, non-cash consideration equal to the aggregate of all awards;
and (4) certain other conditions are met. Distributions in respect of the awards will be payable in cash or, in some circumstances, the non-cash consideration received in the change of control either at the time of the change of control or, in
some circumstances, at a later specified date.

If any payment under a liquidity award agreement would trigger an excise tax as a result of the payment
being considered contingent on a change in ownership or control of us, any such payments, at the request of the executive, will be reduced to the extent necessary to ensure that the payment will not be subject to the tax as an excess parachute
payment, or, if it would result in a greater net payment to the participant, the participant will be paid the full amount subject to the excise tax.

Other Potential Payments

The following table presents information regarding payments that would be made to our named executive officers at,
following or in connection with any termination (as described in the table) assuming the termination or event occurred on June 28, 2008.



|                                                       |  |              |           |               |   |               |  |           |         |             |   |         |  |   |          
|------------------------------------------------------ |  | ------------ | --------- | ------------- | - | ------------- |  | --------- | ------- | ----------- | - | ------- |  | - | ---------
|Event                                                  |  | W.H.Williams |           | S.V.OConnell |   | C.J.Fultineer |  | P.D.Kratz |         | R.C.Johnson
|Voluntary Termination by Named Executive or Retirement |  |              |           |               |   |               |  |           |         |             |   |         |  |   |          
|Base Salary                                            |  | $            | 0         |               | $ | 0             |  | $         | 0       |             | $ | 0       |  | $ | 0        
|Pension Payments                                       |  |              | 4,894,000 |               |   | 36,000        |  |           | 117,000 |             |   | 436,000 |  |   | 1,154,000
|                                                       |  |              |           |               |   |               |  |           |         |             |   |         |  |   |          
|Total                                                  |  | $            | 4,894,000 |               | $ | 36,000        |  | $         | 117,000 |             | $ | 436,000 |  | $ | 1,154,000
|Termination for Cause by Us*                           |  |              |           |               |   |               |  |           |         |             |   |         |  |   |          
|Base Salary                                            |  |              | 0         |               |   | 0             |  |           | 0       |             |   | 0       |  |   | 0        
|                                                       |  |              |           |               |   |               |  |           |         |             |   |         |  |   |          
|Total                                                  |  | $            | 0         |               | $ | 0             |  | $         | 0       |             | $ | 0       |  | $ | 0        
|Termination by Us Without Cause*                       |  |              |           |               |   |               |  |           |         |             |   |         |  |   |          
|Base Salary                                            |  | $            | 595,980   |               | $ | 500,000       |  | $         | 405,000 |             | $ | 365,000 |  | $ | 325,000  
|Severance (including COBRA)                            |  |              | 522,405   |               |   | 344,133       |  |           | 285,233 |             |   | 259,601 |  |   | 232,801  
|                                                       |  |              |           |               |   |               |  |           |         |             |   |         |  |   |          
|Total                                                  |  | $            | 1,118,385 |               | $ | 844,133       |  | $         | 690,233 |             | $ | 624,601 |  | $ | 557,801  
|Disability*                                            |  |              |           |               |   |               |  |           |         |             |   |         |  |   |          
|Base Salary                                            |  | $            | 200,000   |               | $ | 200,000       |  | $         | 200,000 |             | $ | 200,000 |  | $ | 200,000  
|                                                       |  |              |           |               |   |               |  |           |         |             |   |         |  |   |          
|Total                                                  |  | $            | 200,000   |               | $ | 200,000       |  | $         | 200,000 |             | $ | 200,000 |  | $ | 200,000  
|Death*                                                 |  |              |           |               |   |               |  |           |         |             |   |         |  |   |          
|Executive Life Insurance                               |  | $            | 1,191,960 |               | $ | 1,000,000     |  | $         | 810,000 |             | $ | 730,000 |  | $ | 650,000  
|                                                       |  |              |           |               |   |               |  |           |         |             |   |         |  |   |          
|Total                                                  |  | $            | 1,191,960 |               | $ | 1,000,000     |  | $         | 810,000 |             | $ | 730,000 |  | $ | 650,000  

Severance Payments include COBRA for 12 months, car allowance for 12 months, outplacement assistance and bonus
paid at 100% of target.

Disability payments are in accordance with our long term disability program available to all executives. The plan provides for
payment to an individual of 50% of their average pay (including bonuses), with a maximum benefit of $200,000 per year.

Death benefits are equal to two
times the executives annual salary and the premiums are paid by us.



|* | Pension benefits are also payable under these circumstances.
|- | ------------------------------------------------------------

DIRECTOR COMPENSATION

The members of our board of directors do not receive any compensation for their services.



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COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

We currently do not have a compensation committee. Executive compensation is determined by our board of directors, including our President and Chief Executive Officer
and our Chief Financial Officer. No compensation committee interlock existed during the year ended June 28, 2008. Currently, none of our executive officers have a relationship that would constitute an interlocking relationship with executive
officers or directors of another entity.

PART IV



|ITEM 15. | EXHIBITS, FINANCIAL STATEMENT, AND FINANCIAL STATEMENT SCHEDULES
|-------- | ----------------------------------------------------------------



|            |  |                                                                                                                                                                                                                                    
|----------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Description of exhibit                                                                                                                                                                                                             
|            | 
|31.1*       |  | Certification of the Chief Executive Officer required by Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended                                                                                                         
|            | 
|31.2*       |  | Certification of Principal Financial Officer required by Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended                                                                                                         
|            | 
|32.1*       |  | Certification of the President and Chief Executive Officer and the Chief Financial Officer and Chief Administrative Officer required by rule 13a-14(b) under the Securities Exchange Act of 1934,
as amended, and 18 U.S.C. § 1350.



|* | Filed herewith
|- | --------------



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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

HARRY & DAVID HOLDINGS, INC.



|                                                  |  |                                                                                               |  |                
|------------------------------------------------- |  | --------------------------------------------------------------------------------------------- |  | ---------------
|Signature                                         |  | Title                                                                                         |  | Date           
|                                                  |  |                                                                                              
|/s/ William H. Williams William H. Williams       |  | President and Chief Executive Officer and Director                                            |  | October 3, 2008
|                                                  |  |                                                                                              
|/s/ Stephen V. OConnell Stephen V. OConnell     |  | Chief Financial Officer and Administrative Officer and Director (Principal Financial Officer) |  | October 3, 2008
|                                                  |  |                                                                                              
|/s/ Bernard Colpitts Bernard Colpitts             |  | Vice President, Controller (Principal Accounting
Officer)                                     |  | October 3, 2008
|                                                  |  |                                                                                              
|/s/ Ellis B. Jones Ellis
B. Jones                 |  | Director                                                                                      |  | October 3, 2008
|                                                  |  |                                                                                              
|/s/ George L. Majoros, Jr. George L. Majoros, Jr. |  | Director                                                                                      |  | October 3, 2008
|                                                  |  |                                                                                              
|/s/ Bruce Wasserstein Bruce Wasserstein           |  | Director                                                                                      |  | October 3, 2008