UNITED ~~STATESSECURITIES AND EXCHANGE COMMISSION~~ ~~Washington, D.C. 20549~~ STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT ~~REPORT~~ Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 21, 2005 EVERGREEN HOLDINGS, INC. (Exact name of registrant as specified in its charter) OREGON (State or other jurisdiction of incorporation or organization) REPORT

~~333-109667-04 91-1797880~~Pursuant ~~(Commission~~ to ~~file~~Section ~~number)~~ 13 or 15(~~IRS~~d) ~~Employer~~of ~~Identification~~the ~~No.)~~Securities Exchange Act of 1934

~~3850 THREE MILE LANE, McMINNVILLE, OREGON~~Date ~~97128-9496 (Address~~ of ~~principal executive offices)~~ ~~(Zip~~ report ~~Code)503-472-9361~~ (~~Registrant’s~~Date ~~telephone~~of ~~number,~~earliest ~~including~~event ~~area code~~reported): March ~~NONE (Former name~~ 10, ~~former address and former fiscal year, if changed since last report)~~ 2006

EVERGREEN ~~Check~~ HOLDINGS, the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions):[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230INC.425)[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

1(Exact name of registrant as specified in its charter)

~~Item 8.01 Other Events.~~OREGON

~~Evergreen International Airlines, Inc.~~ (~~"Evergreen") is a wholly-owned subsidiary of Evergreen International Aviation, Inc., which is a wholly-owned subsidiary of Evergreen~~State ~~Holdings,~~ or other ~~Inc. Evergreen~~jurisdiction ~~is a leading provider~~ of ~~integrated~~incorporation ~~air~~or ~~cargo~~organization) ~~transportation for both international and domestic markets.~~

On June 20, 2005, a three-judge panel of the United States Court of Appeals for the Ninth Circuit affirmed in all respects a judgment awarding Evergreen $16,630,394 in damages against Asiana Airlines ("Asiana") for breach of an air cargo agreement.

333-109667-04		91-1797880
(Commission file number)		(IRS Employer Identification No.)

3850 THREE MILE LANE, McMINNVILLE, OREGON		97128-9496
(Address of principal executive offices)		(Zip Code)

~~The decision upholds a February 28, 2003 jury verdict in the United States District Court for the District of Oregon awarding Evergreen damages for Asiana's breach of a three~~503-year contract whereby Evergreen agreed to provide air freight services to Asiana in exchange for minimum payments to be made by Asiana throughout the term of the contract. The minimum payments were based on guaranteed block hour utilization and the contract was to continue through February 28, 2003. The District Court found that Asiana breached the contract as of August 28, 2001, a decision that Asiana did not appeal.472-9361

~~In its~~(Registrant’s ~~decision,~~ telephone ~~the Ninth Circuit rejected Asiana's arguments that the damage award should be reversed~~number, ~~holding~~including ~~that~~area ~~the~~code) ~~District Court properly instructed the jury on the measure of Evergreen's damages and that Evergreen provided extensive evidence of its damages in accordance with Oregon law.~~

Pursuant to Ninth Circuit rules, by July 12, 2005, the Ninth Circuit is expected to issue a mandate returning the action to the District Court unless Asiana seeks a rehearing or moves to stay issuance of mandate pending the filing of a petition for writ of certiorari to the United States Supreme Court. Following issuance of mandate, the District Court is to disburse to Evergreen the full amount of damages, in addition to costs and interest, from the amount that Asiana previously deposited in the District Court's bank account.NONE

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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry Into a Material Definitive Agreement.

On March 10, 2006, Evergreen International Aviation, Inc. and its subsidiaries that are co-borrowers under that certain Loan and Security Agreement dated May 13, 2004, as amended (the "Loan Agreement"), and Trust Created February 25, 1986, as co-guarantor under the Loan Agreement, entered into Amendment Number Five to Loan and Security Agreement effective as of March 9, 2006 with Wells Fargo Foothill, Inc. ("Amendment Number Five"). The effect of Amendment Number Five is to: (i) add and revise definitions to the Loan Agreement; (ii) revise provisions relating to permitted purchase money indebtedness; and (iii) delete one aircraft from the collateral securing the Loan Agreement.

Item 9.01. Exhibits.

(a)	Exhibits. The following document is filed as an exhibit to this Form 8-K:

10.1 Amendment Number Five to Loan and Security Agreement effective as of March 9, 2006 by and between the lenders identified on the signature pages thereof (the "Lenders"), Wells Fargo Foothill, Inc., as the arranger and administrative agent for the Lenders, and Evergreen International Aviation, Inc. and each of its subsidiaries that are signatories thereto as borrowers.

SIGNATURES

Pursuant to the requirements 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.

EVERGREEN HOLDINGS, INC.(Registrant)


	EVERGREEN HOLDINGS, INC.
	(Registrant)

Date: March 17, 2006		/s/ John A. Irwin
		John A. Irwin
		Chief Financial Officer

~~Date: June 23, 2005 /s/ John A. Irwin John A. IrwinChief Financial Officer~~2

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