Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Mitzman Robert
   2. Issuer Name and Ticker or Trading Symbol
Perfumania Holdings, Inc. [PERF] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
C/O PERFUMANIA HOLDINGS, INC., 35 SAWGRASS DRIVE, SUITE 2		 3. Date of Earliest Transaction (Month/Day/Year)
04/18/2012
(Street)

BELLPORT, NY 11713		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 04/18/2012   A   6,000 A (1) 6,000 D  
Common Stock 04/18/2012   A   120 A (2) 120 I By son

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy) $ 8.63 04/18/2012   A   7,999   04/18/2012 10/11/2012 Common Stock 7,999 (3) 7,999 D  
Stock Option (Right to Buy) $ 6.94 04/18/2012   A   7,999   04/18/2012 10/16/2013 Common Stock 7,999 (4) 7,999 D  
Stock Option (Right to Buy) $ 6.38 04/18/2012   A   7,999   04/18/2012 11/02/2016 Common Stock 7,999 (5) 7,999 D  
Stock Option (Right to Buy) $ 9.38 04/18/2012   A   10,000     (6) 04/18/2022 Common Stock 10,000 (7) 10,000 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Mitzman Robert
C/O PERFUMANIA HOLDINGS, INC.
35 SAWGRASS DRIVE, SUITE 2
BELLPORT, NY 11713		   X      

Signatures

 /s/ Donna L. Dellomo as attorney-in-fact   04/20/2012
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(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).
(1) Received in exchange for 30,000 shares of Parlux Fragrances, Inc. ("Parlux") common stock pursuant to its acquisition by the issuer. On the effective date of the acquisition, the closing market price of Parlux's common stock was $5.78 per share and the closing market price of the issuer's common stock was $9.38 per share.
(2) Received in exchange for 600 shares of Parlux common stock pursuant to its acquisition by the issuer. On the effective date of the acquisition, the closing market price of Parlux's common stock was $5.78 per share and the closing market price of the issuer's common stock was $9.38 per share. These shares are owned by Mr. Mitzman's son. Mr. Mitzman disclaims beneficial ownership of the shares owned by his son, except to the extent of any pecuniary interest in such shares.
(3) Received in exchange for a stock option to acquire 15,000 shares of Parlux common stock for $4.60 per share pursuant to the acquisition.
(4) Received in exchange for a stock option to acquire 15,000 shares of Parlux common stock for $3.70 per share pursuant to the acquisition.
(5) Received in exchange for a stock option to acquire 15,000 shares of Parlux common stock for $3.40 per share pursuant to the acquisition.
(6) The options vest in three (3) substantially equal installments beginning on the 1st anniversary of the grant and annually thereafter.
(7) Granted pursuant to the Perfumania 2010 Equity Incentive Plan

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