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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1. Name and Address of Reporting Person * DAGOSTINO ANTHONY   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   2,666 A (1) 2,666 D

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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

(2)

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

(3)

7,999

D

Stock Option (Right to Buy)

$ 4.09

04/18/2012

A

7,999

04/18/2012

10/13/2014

Common Stock

7,999

(4)

7,999

D

Stock Option (Right to Buy)

$ 4.19

04/18/2012

A

7,999

04/18/2012

10/12/2015

Common Stock

7,999

(5)

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

(6)

7,999

D

Stock Option (Right to Buy)

$ 9.38

04/18/2012

A

10,000

(7)

04/18/2022

Common Stock

10,000

(8)

10,000

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
DAGOSTINO ANTHONY 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 5,000 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. The reporting person also received cash in lieu of any fractional share of the issuer's common stock otherwise issuable in the amount of $12.00 times the respective fraction.
(2)	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.
(3)	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.
(4)	Received in exchange for a stock option to acquire 15,000 shares of Parlux common stock for $2.18 per share pursuant to the acquisition.
(5)	Received in exchange for a stock option to acquire 15,000 shares of Parlux common stock for $2.23 per share pursuant to the acquisition.
(6)	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.
(7)	The options vest in three (3) substantially equal installments beginning on the 1st anniversary of the grant and annually thereafter.
(8)	Granted pursuant to the Perfumania 2010 Equity Incentive Plan

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