Edgar Filing: FREDERICK'S OF HOLLYWOOD GROUP INC /NY/

Ownership Submission

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF 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

OMB APPROVAL

OMB Number:

3235-0104

Expires:

January 31, 2005

Estimated average burden hours per response...

0.5

(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Â Fursa Alternative Strategies LLC

2. Date of Event Requiring Statement (Month/Day/Year)
01/28/2008

3. Issuer Name and Ticker or Trading Symbol
FREDERICK'S OF HOLLYWOOD GROUP INC /NY/ [FOH]

(Last)

(First)

(Middle)

444 MERRICK ROAD,Â 1ST FLOOR

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

5. If Amendment, Date Original Filed(Month/Day/Year)
02/07/2008

(Street)

LYNBROOK,Â NYÂ 11563

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 Beneficially Owned

1.Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock ⁽¹⁾	5,922,287	I	Through affiliated funds ⁽²⁾ ⁽³⁾
Series A 7.5% Convertible Preferred Stock	3,829,325	I	Through affiliated funds ⁽²⁾ ⁽³⁾
Common Stock	2,464,673	I	Through affiliated funds ⁽²⁾ ⁽³⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
	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.

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Warrants	02/04/2008	02/04/2010	Common Stock	298,296	$ 3.52	I	Through affiliated funds ⁽²⁾ ⁽³⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Fursa Alternative Strategies LLC 444 MERRICK ROAD 1ST FLOOR LYNBROOK,Â NYÂ 11563	Â	Â X	Â	Â

Signatures

/s/ William F. Harley, III, President & Chief Executive Officer		02/12/2008
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(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)	The Reporting Person, on behalf of affiliated investment funds and separately managed accounts, acquired certain of these shares pursuant to that certain Merger Agreement dated December 18, 2006 among the Issuer, FOH Holdings, Inc. and Fred Merger Corp. (the "Merger Agreement"). Of the shares issued to the Reporting Person and affiliated entities under the Merger Agreement, 1,184,456 of these shares are currently being held in escrow and are subject to forfeiture during the 18 month period following the merger to satisfy claims arising as a result of the Reporting Person's breach of any of its representations and warranties or covenants in the Merger Agreement.
(2)	The Reporting Person is a registered investment adviser, and serves as investment advisor to affiliated investment funds and separately managed accounts over which it exercises discretionary authority. By virtue of its relationship with such affiliated funds and separately managed accounts, the Reporting Person may be deemed to have sole voting and dispository power of the shares of the Issuer's securities, and so may be deemed to beneficially own such shares.
(3)	Certain Executive Officers of the Reporting Person are reporting are reporting under Section 16 as directors of the Reporting Person. As noted in their reports, each such Executive Officer may be deemed to exercise beneficial ownership of the Reporting Person's holdings in the Issuer in connection with the execution of his responsibilities in such position, but disclaims personal beneficial ownership of such holdings except to the extent of his personal pecuniary interest therein.
Â Remarks: OriginalÂ ownershipÂ formÂ wasÂ filedÂ underÂ incorrectÂ IssuerÂ Name.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.