UNITED STATES SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549


_______________________





Form 10-K/A


Amendment No. 1


(Mark One)R
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended December 31, 2010OR£
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)  OF THE SECURITIES EXCHANGE ACT OF 1934





Commission file number: 000-53964


_______________





HINES GLOBAL REIT, INC.


(Exact Name of Registrant as Specified in its Charter)





Maryland
26-3999995(State or Other Jurisdiction of Incorporation or Organization)
(I.R.S. Employer Identification No.)2800 Post Oak Boulevard Suite 5000 Houston, Texas
77056-6118(Address of principal executive offices)
(Zip code)





Registrant’s telephone number, including area code: (888) 220-6121





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 $.001





Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  Yes£     NoR





Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.  Yes£     NoR





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.  YesR     No£





Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yeso   Noo





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 the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part II of this Form 10-K or any amendment to this Form 10-K.R





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 filer £
Accelerated filer £
Non-accelerated filer £

(Do not check if a smaller reporting company)
Smaller reporting Company þ





Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes£     NoR




Aggregate market value of the common stock held by non-affiliates of the registrant: No established market exists for the registrant’s common stock.


The registrant had 53.1 million shares of common stock outstanding as of March 23, 2011.





DOCUMENTS INCORPORATED BY REFERENCE




Portions of the Registrant’s proxy statement in connection with its 2011 annual meeting of stockholders are incorporated by reference in Part III.







EXPLANATORY NOTE






We are filing this Amendment No. 1 to our Annual Report on Form 10-K (this “Amendment”) to amend Item 15, “Exhibits and Financial Statement Schedules,” of our Annual Report on Form 10-K for the fiscal year ended December 31, 2010, as filed with the Securities and Exchange Commission on March 30, 2011 (the “Original Filing”). The Amendment is being filed solely for the purpose of amending disclosures in the certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. The certifications were previously filed as Exhibits 31.1 and 31.2 to the Original Filing, but inadvertently omitted certain required language. Accordingly, in connection with the filing of this Amendment and pursuant to Rules 12b-15 and 13a-14 under the Securities Exchange Act of 1934, as amended, we are including currently dated certifications with this Amendment.




Except as described above, no other changes have been made to the Original Filing. We have not updated the disclosures contained in the Original Filing to reflect any events which occurred at a date subsequent to the filing of the Original Filing.






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PART IV




Item 15. Exhibits and Financial Statement Schedules





(a) List of documents filed:


(3) Exhibits:
  The list of exhibits filed as part of this Amendment No. 1 to Form 10-K is set forth in (b) below and on the Exhibit Index attached hereto.
  (b) Exhibits:
  31.
1*
Certification31.
2*
Certification*
Filed herewith
   2
 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 representative.
 
 HINES GLOBAL REIT, INC.(registrant)April 28, 2011
By:
/s/ Charles N. HazenCharles N. HazenPresident and Chief Executive Officer
 
 Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities indicated on the 28th day of April, 2011.
 
 Signature
Title
Date/s/  Jeffrey C. Hines
Chairman of the Board of Directors
April 28, 2011Jeffrey C. Hiness/  Charles N. Hazen
President and Chief Executive Officer
April 28, 2011Charles N. Hazen
(Principal Executive Officer)/s/  Sherri W. Schugart
Chief Financial Officer
April 28, 2011Sherri W. Schugart
(Principal Financial Officer)/s/  Ryan T. Sims
Chief Accounting Officer
April 28, 2011Ryan T. Sims
(Principal Accounting Officer)/s/  Charles M. Baughn
Director
April 28, 2011Charles M. Baughn/s/  Jack L. Farley
Director
April 28, 2011Jack L. Farley/s/  C. Hastings Johnson
Director
April 28, 2011C. Hastings Johnson/s/  Thomas L. Mitchell
Director
April 28, 2011Thomas L. Mitchell/s/  John S. Moody
Director
April 28, 2011John S. Moody/s/  Peter Shaper
Director
April 28, 2011Peter Shaper
 
 
 3
  INDEX TO EXHIBITS
 
 ExhibitNo.

Description
 31
.1*

Certification31
.2*

Certification*


Filed herewith
  4