SEC FORM 3/A

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

Serra Gabriel M

(Last)

(First)

(Middle)

C/O HORIZON LINES, INC.

4064 COLONY ROAD, SUIE 200

(Street)

CHARLOTTE

28211

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/21/2005

3. Issuer Name and Ticker or Trading Symbol
Horizon Lines, Inc. [ HRZ ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	VP and General Manager

5. If Amendment, Date of Original Filed (Month/Day/Year)
09/21/2005

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

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

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, par value $.01 per share	172,289	I	See footnote⁽¹⁾⁽²⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Employee Stock Option ( right to buy )⁽³⁾	⁽⁴⁾	06/30/2013	Common Stock, par value $.01 per share	120,850	$100	D⁽⁵⁾
Employee Stock Option ( right to buy )⁽³⁾	⁽⁴⁾	06/30/2013	Series A Redeemable Preferred Stock, par value .01 per share	79,827	$100	D⁽⁵⁾

Explanation of Responses:

1. The shares of Common Stock, par value $.01 per share (the "Issuer Common Stock"), of the Issuer reported in this table (the "Issuer Shares") are held of record by John K. Castle, as Voting Trustee pursuant to the Amended and Restated Voting Trust Agreement, dated as of October 15, 2004 (the "Voting Trust Agreement"), among the Issuer, Mr. Castle, as Voting Trustee, the Reporting Person and the other parties thereto, in trust for the Reporting Person.

2. The Issuer Shares are subject to (i) the Voting Trust Agreement, whereby the Reporting Person has agreed that Mr. Castle shall act as Voting Trustee for all of the Shares of the Issuer beneficially owned by the Reporting Person and (ii) an Amended and Restated Stockholders Agreement, dated as of September 20, 2005, among the Issuer, Castle Harlan Partners IV, L.P. ("CHP IV"), the Reporting Person and the other parties thereto (the "Stockholders Agreement"), pursuant to which CHP IV may require the disposition of the Issuer Shares under certain circumstances.

3. The Reporting Person is the holder of options (the "HLHC Options") granted by Horizon Lines Holding Corp. ("HLHC"), an indirect subsidiary of the Issuer, prior to July 7, 2004. The HLHC Options are immediately exercisable for 1,691.73 shares in the aggregate ("HLHC Shares") of the Common Stock, par value $.01 per share, of HLHC, assuming that the consideration paid therefor consists solely of cash. The Reporting Person is a party to an Amended and Restated Put/Call Agreement dated as of September 20, 2005 (the "Put/Call Agreement"), among the Issuer, the Reporting Person and the other parties thereto, pursuant to which the HLHC Shares, when issued, are subject to exchange with the Issuer, upon the request of either the Issuer or the Reporting Person, for that number of shares of Issuer Common Stock and that number of shares of Series A Redeemable Preferred Stock, par value $.01 per share ("Issuer Preferred Stock"), of the Issuer reported in this table.

4. The HLHC Options are immediately exercisable.

5. The shares of Issuer Common Stock and Issuer Preferred Stock issuable to the Reporting Person upon the Reporting Person's exchange of HLHC Shares therefor under the Put/Call Agreement are subject to the Voting Trust Agreement and the Stockholders Agreement.

	/s/ Gabriel M. Serra	09/28/2005
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.