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

1. Name and Address of Reporting Person *

RODETIS ALEXANDER JR 		2. Issuer Name and Ticker or Trading Symbol

OVERHILL FARMS INC [ OFI ] 		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)

160 HILLSIDE AVENUE 		3. Date of Earliest Transaction (MM/DD/YYYY)

8/9/2013
(Street)

RIVER EDGE, NJ 07661-2308
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   8/9/2013     D    1700   D $5   (1) 0   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 7. Title and Amount of Securities Underlying Derivative Security
(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)   $1.47   8/9/2013     D         17284    5/23/2005   2/1/2015   Common Stock   17284     (2) 0   D    
Stock Option (Right to Buy)   $1.5   8/9/2013     D         2572    5/23/2005   2/1/2015   Common Stock   2572     (3) 0   D    
Stock Option (Right to Buy)   $2   8/9/2013     D         2572    5/23/2005   2/1/2015   Common Stock   2572     (4) 0   D    
Stock Option (Right to Buy)   $2.5   8/9/2013     D         2572    5/23/2005   2/1/2015   Common Stock   2572     (5) 0   D    

Explanation of Responses:
( 1)  Disposed of in exchange for a cash payment of $5.00 per share pursuant to that certain Agreement and Plan of Merger, dated as of May 14, 2013, by and among Overhill Farms, Inc. ("Overhill"), Bellisio Foods, Inc. ("Bellisio"), and Bellisio Acquisition Corp., a wholly-owned subsidiary of Bellisio, pursuant to which Overhill has been acquired by Bellisio (the "Merger").
( 2)  This option, which has vested in full, was cancelled in the Merger in exchange for a cash payment of $61,012.52, representing (a) the number of shares underlying the option, multiplied by (b) the excess of $5.00 over the exercise price per share of the option (the "Option Merger Consideration").
( 3)  This option, which has vested in full, was cancelled in the Merger in exchange for a cash payment of $9,002.00, representing the Option Merger Consideration.
( 4)  This option, which has vested in full, was cancelled in the Merger in exchange for a cash payment of $7,716.00, representing the Option Merger Consideration.
( 5)  This option, which has vested in full, was cancelled in the Merger in exchange for a cash payment of $6,430.00, representing the Option Merger consideration.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
RODETIS ALEXANDER JR
160 HILLSIDE AVENUE
RIVER EDGE, NJ 07661-2308 		X



Signatures
Alexander Rodetis Jr. 8/12/2013
** 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 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).
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 control number.
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