SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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: 3235-0287 Estimated average burden hours per response: 0.5
X	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* LEVINE LEICHTMAN CAPITAL PARTNERS II LP (Last) (First) (Middle) 335 NORTH MAPLE DRIVE SUITE 240 (Street) BEVERLY HILLS CA 90210 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol OVERHILL FARMS INC [ OFI ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner Officer (give title below) X Other (specify below) Former 10% Owner
	3. Date of Earliest Transaction (Month/Day/Year) 12/23/2005
	4. If Amendment, Date of Original Filed (Month/Day/Year) 12/23/2005	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X 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. 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	12/23/2005		X(2)		100	A	(3)	0	D(1)
Common Stock	12/23/2005		J(4)		1	D	$2.6	0	D(1)
Common Stock	12/23/2005		X(5)		100	A	(3)	0	D(1)
Common Stock	12/23/2005		J(6)		1	D	$2.6	0	D(1)
Common Stock	12/23/2005		C(7)		283,076	A	$0	5,771,661	D(1)
Common Stock	12/23/2005		S		5,771,661	D	$2.6	0	D(1)

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 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: 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
Warrant LL-3 (right to purchase)	(3)	12/23/2005		X			100	12/14/2002	10/21/2009	Common Stock	100	$0	0	D(1)
Warrant LL-4 (right to purchase)	(3)	12/23/2005		X			100	12/14/2002	09/11/2012	Common Stock	100	$0	0	D(1)
Series A Convertible Preferred Stock	(8)	12/23/2005		C			23.57	(9)	(9)	Common Stock	283,076	$0	0	D(1)

1. Name and Address of Reporting Person* LEVINE LEICHTMAN CAPITAL PARTNERS II LP (Last) (First) (Middle) 335 NORTH MAPLE DRIVE SUITE 240 (Street) BEVERLY HILLS CA 90210 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) Former 10% Owner

1. Name and Address of Reporting Person* LLCP CALIFORNIA EQUITY PARTNERS II LP (Last) (First) (Middle) 335 NORTH MAPLE DRIVE, SUITE 240 (Street) BEVERLY HILLS CA 90210 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) Former 10% Owner

1. Name and Address of Reporting Person* LEVINE LEICHTMAN CAPITAL PARTNERS INC (Last) (First) (Middle) 335 NORTH MAPLE DRIVE, (Street) SUITE 240, BEVERLY HILLS CA 90210 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) Former 10% Owner

1. Name and Address of Reporting Person* LEVINE ARTHUR E (Last) (First) (Middle) 335 NORTH MAPLE DRIVE, SUITE 240, (Street) BEVERLY HILLS CA 90210 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) Former 10% Owner

1. Name and Address of Reporting Person* LEICHTMAN LAUREN B (Last) (First) (Middle) 335 NORTH MAPLE DRIVE, SUITE 240, (Street) BEVERLY HILLS CA 90210 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) Former 10% Owner

Explanation of Responses:

1. - This Form 4 is being filed by more than one reporting person. Levine Leichtman Capital Partners II, L.P. (the "Partnership") is the direct beneficial owner of the securities described above. LLCP California Equity Partners II, L.P. (the "General Partner") is the sole general partner of the Partnership. Levine Leichtman Capital Partners, Inc. ("Capital Corp.") is the sole general partner of the General Partner. Arthur E. Levine is a director and shareholder of, and the President of, Capital Corp. Lauren B. Leichtman is a director and shareholder of, and the Chief Executive Officer of, Capital Corp. Each of the General Partner, Capital Corp., Mr. Levine and Ms. Leichtman may be deemed to be an indirect beneficial owner of the equity securities reported herein and disclaims beneficial ownership of such equity securities except to the extent of his, her or its indirect pecuniary interest therein.

2. - Shares of Common Stock issued upon the exercise of Warrant LL-3.

3. - On the date of the transactions reported on this Form 4, the adjusted exercise price per share of Common Stock issuable upon exercise of Warrant LL-3 and Warrant LL-4 was $0.0000008 per share.

4. - Payment of exercise price incident to "cashless exercise" of Warrant LL-3.

5. - Shares of Common Stock issued upon the exercise of Warrant LL-4.

6. - Payment of exercise price incident to "cashless exercise" of Warrant LL-4.

7. - Shares of Common Stock issued upon conversion of Series A Convertible Preferred Stock.

8. - Each share of Series A Convertible Preferred Stock was convertible into 12,010 shares of Common Stock.

9. - The Series A Convertible Preferred Stock was convertible at any time with no expiration date.

	/s/ Arthur E. Levine, President, on behalf of Levine Leichtman Capital Partners, Inc., the sole general partner of LLCP California Equity Partners II, L.P., the sole general partner of Levine Leichtman Capital Partners II, L.P.	12/23/2005
	/s/ Arthur E. Levine, President, on behalf of Levine Leichtman Capital Partners, Inc., the sole general partner of LLCP California Equity Partners II, L.P.	12/23/2005
	/s/ Arthur E. Levine, President, on behalf of Levine Leichtman Capital Partners, Inc.	12/23/2005
	/s/ Arthur E. Levine	12/23/2005
	/s/ Lauren B. Leichtman	12/23/2005
	** 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 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).
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