SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 9)*

OVERHILL FARMS, INC.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

690212 10 5

(CUSIP Number)

Arthur E. Levine	Mitchell S. Cohen, Esq.
Levine Leichtman Capital Partners II, L.P.	Irell & Manella LLP
335 N. Maple Drive, Suite 240	1800 Avenue of the Stars, Suite 900
Beverly Hills, CA 90210	Los Angeles, California 90067
(310) 275-5335	(310) 277-1010

(Name, Address and Telephone Number of Persons Authorized to Receive Notices and Communications)

May 13, 2005

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box  ¨.

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 690212 10 5 Page 2 of 12

1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).             Levine Leichtman Capital Partners II, L.P.
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a)  ¨ (b)  ¨
3.	SEC Use Only
4.	Source of Funds (See Instructions)             OO (See Item 3)
5.	Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)	¨
6.	Citizenship or Place of Organization             State of California

Number of Shares Beneficially Owned by Each Reporting Person With   7.    Sole Voting Power:                 — 0 — Shares   8.    Shared Voting Power:                 5,771,663 Shares (See Item 5)   9.    Sole Dispositive Power:                 — 0 — Shares 10.    Shared Dispositive Power:                 5,771,663 Shares (See Item 5)

11.	Aggregate Amount Beneficially Owned by Each Reporting Person             5,771,663 Shares (See Item 5)
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)	¨
13.	Percent of Class Represented by Amount in Row (11)             38.0% (See Item 5)
14.	Type of Reporting Person             PN

CUSIP No. 690212 10 5 Page 3 of 12

1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).             LLCP California Equity Partners II, L.P.
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a)  ¨ (b)  ¨
3.	SEC Use Only
4.	Source of Funds (See Instructions)             OO (See Item 3)
5.	Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)	¨
6.	Citizenship or Place of Organization             State of California

Number of Shares Beneficially Owned by Each Reporting Person With   7.    Sole Voting Power:                 — 0 — Shares   8.    Shared Voting Power:                 5,771,663 Shares (See Item 5)   9.    Sole Dispositive Power:                 — 0 — Shares 10.    Shared Dispositive Power:                 5,771,663 Shares (See Item 5)

11.	Aggregate Amount Beneficially Owned by Each Reporting Person             5,771,663 Shares (See Item 5)
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)	¨
13.	Percent of Class Represented by Amount in Row (11)             38.0% (See Item 5)
14.	Type of Reporting Person             PN

CUSIP No. 690212 10 5 Page 4 of 12

1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).             Levine Leichtman Capital Partners, Inc.
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a)  ¨ (b)  ¨
3.	SEC Use Only
4.	Source of Funds (See Instructions)             OO (See Item 3)
5.	Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)	¨
6.	Citizenship or Place of Organization             State of California

Number of Shares Beneficially Owned by Each Reporting Person With   7.    Sole Voting Power:                 — 0 — Shares   8.    Shared Voting Power:                 5,771,663 Shares (See Item 5)   9.    Sole Dispositive Power:                 — 0 — Shares 10.    Shared Dispositive Power:                 5,771,663 Shares (See Item 5)

11.	Aggregate Amount Beneficially Owned by Each Reporting Person             5,771,663 Shares (See Item 5)
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)	¨
13.	Percent of Class Represented by Amount in Row (11)             38.0% (See Item 5)
14.	Type of Reporting Person             CO

CUSIP No. 690212 10 5 Page 5 of 12

1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).             Arthur E. Levine
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a)  ¨ (b)  ¨
3.	SEC Use Only
4.	Source of Funds (See Instructions)             OO (See Item 3)
5.	Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)	¨
6.	Citizenship or Place of Organization             United States of America

Number of Shares Beneficially Owned by Each Reporting Person With   7.    Sole Voting Power:                 — 0 — Shares   8.    Shared Voting Power:                 5,771,663 Shares (See Item 5)   9.    Sole Dispositive Power:                 — 0 — Shares 10.    Shared Dispositive Power:                 5,771,663 Shares (See Item 5)

11.	Aggregate Amount Beneficially Owned by Each Reporting Person             5,771,663 Shares (See Item 5)
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)	¨
13.	Percent of Class Represented by Amount in Row (11)             38.0% (See Item 5)
14.	Type of Reporting Person             IN

CUSIP No. 690212 10 5 Page 6 of 12

1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).             Lauren B. Leichtman
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a)  ¨ (b)  ¨
3.	SEC Use Only
4.	Source of Funds (See Instructions)             OO (See Item 3)
5.	Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)	¨
6.	Citizenship or Place of Organization             United States of America

Number of Shares Beneficially Owned by Each Reporting Person With   7.    Sole Voting Power:                 — 0 — Shares   8.    Shared Voting Power:                 5,771,663 Shares (See Item 5)   9.    Sole Dispositive Power:                 — 0 — Shares 10.    Shared Dispositive Power:                 5,771,663 Shares (See Item 5)

11.	Aggregate Amount Beneficially Owned by Each Reporting Person             5,771,663 Shares (See Item 5)
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)	¨
13.	Percent of Class Represented by Amount in Row (11)             38.0% (See Item 5)
14.	Type of Reporting Person             IN

SCHEDULE 13D

Pursuant to Rule 13d-2(a) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), Levine Leichtman Capital Partners II, L.P., a California limited partnership (the “Partnership”), LLCP California Equity Partners II, L.P., a California limited partnership (the “General Partner”), Levine Leichtman Capital Partners, Inc., a California corporation (“Capital Corp.”), Arthur E. Levine (“Mr. Levine”) and Lauren B. Leichtman (“Ms. Leichtman” and, together with the Partnership, the General Partner, Capital Corp. and Mr. Levine, the “Reporting Persons”), hereby file this Amendment No. 9 to Schedule 13D (this “Amendment”) with the Securities and Exchange Commission (the “Commission”). This Amendment amends and supplements the Schedule 13D originally filed with the Commission on November 18, 2002 (the “Original Schedule 13D”), as amended by Amendment No. 1 to Schedule 13D filed with the Commission on December 17, 2002, as further amended by Amendment No. 2 to Schedule 13D filed with the Commission on April 14, 2003, as further amended by Amendment No. 3 to Schedule 13D filed with the Commission on April 25, 2003, as further amended by Amendment No. 4 to Schedule 13D filed with the Commission on August 22, 2003 as further amended by Amendment No. 5 to Schedule 13D filed with the Commission on November 10, 2003, as further amended by Amendment No. 6 to Schedule 13D filed with the Commission on October 15, 2004, as further amended by Amendment No. 7 to Schedule 13D filed with the Commission on March 3, 2005 (“Amendment No. 7 to Schedule 13D”), and as further amended by Amendment No. 8 to Schedule 13D filed with the Commission on April 22, 2005, relating to the Common Stock, par value $.01 per share, of Overhill Farms, Inc., a Nevada corporation (the “Issuer”).

The Original Schedule 13D, as amended by each such Amendment, is referred to herein as this “Amended Schedule 13D.”

This Amendment is being filed pursuant to a Joint Reporting Agreement dated November 15, 2002, a copy of which is attached as Exhibit 99.1 to the Original Schedule 13D, among and on behalf of the Reporting Persons.

All capitalized terms used in this Amendment and not otherwise defined herein have the meanings ascribed to them in the Amended Schedule 13D. The item numbers and responses thereto below are in accordance with the requirements of Schedule 13D. All Rule citations used in this Amendment are to the rules and regulations promulgated under the Exchange Act.

Item 4. Purpose of Transaction.

Item 4 of Amended Schedule 13D is hereby amended by adding the following at the end of such Item:

As reported in Amendment No. 7 to Schedule 13D, the Partnership and the Issuer entered into the February 2005 Letter Agreement (as defined therein) pursuant to which, among other things, the Issuer became obligated to issue 83,641 shares of Common Stock (the “Anti-Dilution Shares”) to the Partnership if the Issuer decided to pursue the 2005 Stock Plan and seek the approval of its stockholders and the AMEX to the 2005 Stock Plan. The

Page 7 of 12

Issuer decided to pursue the 2005 Stock Plan and is in the process of obtaining the approval of its stockholders and the AMEX to the 2005 Stock Plan. On May 13, 2005, pursuant to the terms of the Amendment Agreement (as defined in Item 6 below), the Issuer delivered the Anti-Dilution Shares to the Partnership. The consideration for the Anti-Dilution Shares was the consent of the Partnership to the 2005 Stock Plan.

Item 5. Interest in Securities of the Issuer.

Item 5 of Amended Schedule 13D is hereby amended and restated to read as follows:

(a) Each Reporting Person is deemed to be the beneficial owner (within the meaning of Rule 13d-3(a) of the Exchange Act) of an aggregate of 5,771,663 shares of Common Stock, including 5,488,387 shares of Common Stock, 200 shares of Common Stock issuable upon exercise of the December 2002 Restated Warrants and 283,076 shares of Common Stock issuable upon conversion of the Series A Preferred Shares (see Items 3 and 4 above and Item 6 below). Such aggregate number of shares beneficially owned by the Reporting Persons would have constituted, as of April 27, 2005, approximately 38.0% of the shares of such class (calculated in accordance with Rule 13d-3(d)(1)(i) of the Exchange Act and assuming that 14,805,556 shares of Common Stock were issued and outstanding as of such date, as reported by the Issuer in its Form 10-Q for the quarterly period ended April 3, 2005, filed with the Commission on April 27, 2005).

Pursuant to the Investor Rights Agreement, the Reporting Persons may also be deemed to be beneficial owners, for purposes of the election or appointment of the LLCP Representative to the Board as described in Items 4 above and 6 below, of additional shares of Common Stock beneficially owned by James Rudis (excluding shares of Common Stock issuable upon exercise of options currently held by him which have not been exercised). There is no LLCP Representative currently serving on the Board. The Reporting Persons have no pecuniary interest in the shares of Common Stock beneficially owned by Mr. Rudis and disclaim beneficial ownership of such shares.

(b) The Partnership may be deemed to have (i) sole and dispositive voting power with respect to no shares of Common Stock and (ii) shared voting and dispositive power with all other Reporting Persons with respect to 5,771,663 shares of Common Stock. In addition, pursuant to the Investor Rights Agreement, for purposes of electing or appointing the LLCP Representative to the Board, the Partnership may be deemed to have shared voting power with all other Reporting Persons with respect to additional shares of Common Stock beneficially owned by Mr. Rudis.

By virtue of being the sole general partner of the Partnership, the General Partner may be deemed to have (i) sole and dispositive voting power with respect to no shares of Common Stock and (ii) shared voting and dispositive power with all other Reporting Persons with respect to 5,771,663 shares of Common Stock. In addition, pursuant to the Investor Rights Agreement, for purposes of electing or appointing the LLCP Representative to the Board, the General Partner may be deemed to have shared voting power with all other Reporting Persons with respect to additional shares of Common Stock beneficially owned by Mr. Rudis.

Page 8 of 12

By virtue of being the sole general partner of the General Partner, Capital Corp. may be deemed to have (i) sole and dispositive voting power with respect to no shares of Common Stock and (ii) shared voting and dispositive power with all other Reporting Persons with respect to 5,771,663 shares of Common Stock. In addition, pursuant to the Investor Rights Agreement, for purposes of electing or appointing the LLCP Representative to the Board, Capital Corp. may be deemed to have shared voting power with all other Reporting Persons with respect to additional shares of Common Stock beneficially owned by Mr. Rudis.

By virtue of being the sole directors and shareholders, and executive officers, of Capital Corp., each of Mr. Levine and Ms. Leichtman may be deemed to have (i) sole and dispositive voting power with respect to no shares of Common Stock and (ii) shared voting and dispositive power with all other Reporting Persons with respect to 5,771,663 shares of Common Stock. In addition, pursuant to the Investor Rights Agreement, for purposes of electing or appointing the LLCP Representative to the Board, each of Mr. Levine and Ms. Leichtman may be deemed to have shared voting power with all other Reporting Persons with respect to additional shares of Common Stock beneficially owned by Mr. Rudis.

(c) None of the Reporting Persons has effected any transactions in the Common Stock during the past sixty days.

(d) Not applicable.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Item 6 of Amended Schedule 13D is hereby amended by adding the following at the end of such Item:

The Partnership and the Issuer entered into an amendment to the February 24 Letter Agreement, dated May 12, 2005, a copy of which is attached as Exhibit 99.40 hereto (the “Amendment Agreement”), pursuant to which the Issuer delivered the Anti-Dilution Shares to the Partnership prior to the formal vote of the stockholders to be held at the Issuer’s 2005 Annual Meeting of Stockholders to approve the 2005 Stock Plan, as contemplated by the February 2005 Letter Agreement. As disclosed in the Issuer’s proxy statement filed with the SEC on April 25, 2005, the Issuer expects that its stockholders will approve the 2005 Stock Plan at such Annual Meeting. If, however, the 2005 Stock Plan is not approved by the stockholders or if the Issuer notifies the Partnership that AMEX will not approve the listing application covering the maximum number of shares of Common Stock under the 2005 Stock Plan, the Partnership has agreed in the Amendment Agreement to return the Anti-Dilution Shares to the Issuer.

The description of the Amendment Agreement referred to above is not, and does not purport to be, complete and is qualified in its entirety by reference to a copy of the same filed as Exhibit 99.40 hereto and incorporated herein in its entirety by this reference.

Page 9 of 12

Item 7. Material to be Filed as Exhibits.

Exhibit	Description
99.40	Amendment to February 24, 2005 Letter Agreement, dated May 12, 2005, between Overhill Farms, Inc. and Levine Leichtman Capital Partners II, L.P.

Page 10 of 12

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that this statement is true, complete and correct.

Dated: May 17, 2005	LEVINE LEICHTMAN CAPITAL PARTNERS II, L.P.,
	a California limited partnership
	By:	LLCP California Equity Partners II, L.P., a California limited partnership, its General Partner
		By:	Levine Leichtman Capital Partners, Inc., a California corporation, its General Partner
			By:	/s/ Arthur E. Levine
				Arthur E. Levine
				President
	LLCP CALIFORNIA EQUITY PARTNERS II, L.P.,
	a California limited partnership
	By:	Levine Leichtman Capital Partners, Inc., a California corporation, its General Partner
		By:	/s/ Arthur E. Levine
			Arthur E. Levine
			President
	LEVINE LEICHTMAN CAPITAL PARTNERS, INC.,
	a California corporation
	By:	/s/ Arthur E. Levine
		Arthur E. Levine
		President
	/s/ Arthur E. Levine
	ARTHUR E. LEVINE
	/s/ Lauren B. Leichtman
	LAUREN B. LEICHTMAN

Page 11 of 12

EXHIBIT INDEX

Exhibit	Description
99.40	Amendment to February 24, 2005 Letter Agreement, dated May 12, 2005, between Overhill Farms, Inc. and Levine Leichtman Capital Partners II, L.P.

Page 12 of 12

EX-99.40

Exhibit 99.40

LEVINE LEICHTMAN CAPITAL PARTNERS II, L.P.

335 North Maple Drive, Suite 240

Beverly Hills, CA 90210

May 12, 2005

James Rudis

President and Chief Executive Officer

Overhill Farms, Inc.

2727 East Vernon Avenue

Vernon, CA 90058

Re:	Amendment to February 24, 2005 Letter Agreement
	Regarding Issuance and Delivery of Anti-Dilution Shares

Dear Mr. Rudis:

Reference is made to that certain letter agreement dated February 24, 2005 (the “February 24 Letter Agreement”), between Overhill Farms, Inc. (the “Company”) and Levine Leichtman Capital Partners II, L.P. (the “Purchaser”), pursuant to which, among other things, in consideration for the Purchaser’s delivery of the 2005 Plan Consent and to compensate the Purchaser for the dilutive effect of the Plan Awards, the Company agreed to issue and deliver to the Purchaser 83,641 fully paid and non-assessable shares of Common Stock (the “Anti-Dilution Shares”) upon the terms and conditions set forth therein. Unless otherwise indicated, all capitalized terms used and not defined herein have the meanings ascribed to them in the February 24 Letter Agreement.

This amendment memorializes our agreement regarding certain modifications to the Company’s obligations under the February 24 Letter Agreement to issue and deliver the Anti-Dilution Shares to the Purchaser.

Given that the Purchaser, James Rudis and Harold Estes have each indicated its or his separate intention to vote all of its or his shares of capital stock of the Company at the Company’s upcoming 2005 Annual Meeting of Stockholders (the “Annual Meeting”) in favor of approval of the 2005 Plan and that, therefore, it is expected that the 2005 Plan will be approved by the Company’s stockholders at the Annual Meeting, the Company agrees to issue and deliver the Anti-Dilution Shares to the Purchaser on or before the close of business on May 16, 2005 (the “Share Delivery Date”), rather than after the formal vote of the Company’s stockholders at the Annual Meeting; provided, however, that if the 2005 Plan is not approved by the Company’s stockholders at the Annual Meeting or if the Company notifies the Purchaser that AMEX will

James Rudis

Overhill Farms, Inc.

As of May 12, 2005

Page 2

not approve the Listing Application covering the maximum number of shares of Common Stock under the 2005 Plan, then the Purchaser shall not be entitled to the Anti Dilution Shares and the Purchaser will return the Anti-Dilution Shares to the Company promptly thereafter (and the Purchaser hereby agrees to return the Anti-Dilution Shares in such event). In particular, and without limiting the generality of the foregoing, the Company agrees to instruct its transfer agent to issue and deliver to the Purchaser on or prior to the Share Delivery Date, an original stock certificate, registered in the name of the Purchaser, representing the Anti-Dilution Shares.

Simultaneously with the issuance of the Anti-Dilution Shares to the Purchaser, the Company shall cause Rutan & Tucker, LLP and/or Kummer Kaempfer Bonner & Renshaw, in each case special counsel to the Company (or such other counsel as may be reasonably acceptable to the Purchaser), to deliver to the Purchaser legal opinion letters substantially as described in paragraph 5 of the February 24 Letter Agreement.

The Company and the Purchaser agree that for purposes of Section 3 of the February 24 Letter Agreement, the Purchaser’s receipt of the Anti-Dilution Shares in accordance with this amendment shall be deemed equivalent to the Purchaser’s receipt of the Anti-Dilution Shares pursuant to paragraph 2(d) of the February 24 Letter Agreement.

The Company hereby represents and warrants to the Purchaser that (i) the Board of Directors of the Company has duly authorized and approved the execution, delivery and performance of this amendment, (ii) this amendment constitutes a legal, valid and binding obligation of the Company, enforceable against it in accordance with its terms, and (iii) no Default or Event of Default has occurred and is continuing as of the date hereof.

In connection with the issuance and delivery of the Anti-Dilution Shares by the Company to the Purchaser, the Purchaser hereby covenants and agrees as follows:

A. This amendment constitutes a legal, valid and binding obligation of the Purchaser, enforceable against it in accordance with its terms.

B. The Purchaser acknowledges that the issuance of the Anti-Dilution Shares has not been registered with the Securities and Exchange Commission or any state securities commission, and therefore the Anti-Dilution Shares are “restricted securities” as that term is used under the Securities Act of 1933 and the rules and regulations thereunder (“Securities Act”). The Purchaser agrees, represents and warrants that (i) its acquisition of the Anti-Dilution Shares is for its own account and not with a view to a distribution in violation of federal and applicable state securities laws, (ii) it is an “accredited investor” as that term is defined in Regulation D under the Securities Act and (iii) it has received and reviewed copies of the Company’s Form 10-K for the Fiscal Year ended September 26, 2004 and the Company’s Form 10-Qs for the Fiscal Quarters ended January 2, 2005 and April 3, 2005.

C. The Purchaser agrees that it shall not at any time make any sale, pledge, hypothecation, gift or other transfer of the Anti-Dilution Shares except pursuant to an effective

James Rudis

Overhill Farms, Inc.

As of May 12, 2005

Page 3

registration statement under the Securities Act or pursuant to the provisions of Rule 144 under the Securities Act or another exemption from the registration requirements of the Securities Act, and in accordance with any applicable state “blue sky” or other securities laws.

IN ALL RESPECTS, INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE, THIS AMENDMENT AND THE FEBRUARY 24 LETTER AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF CALIFORNIA APPLICABLE TO CONTRACTS MADE AND PERFORMED IN THAT STATE (WITHOUT REGARD TO THE CHOICE OF LAW OR CONFLICTS OF LAW PROVISIONS THEREOF).

Except as amended hereby, the February 24 Letter Agreement (including, without limitation, the Company’s and the Purchaser’s representations, warranties, covenants, obligations and other agreements therein) shall not be superseded by this amendment but shall remain in full force and effect. This amendment constitutes an Investment Document.

[REST OF PAGE INTENTIONALLY LEFT BLANK]

James Rudis

Overhill Farms, Inc.

As of May 12, 2005

Page 4

Please acknowledge your understanding and agreement with the foregoing by signing this amendment in the space indicated below and returning a signed copy to us as soon as possible.

Sincerely yours,

/s/ Stephen Hogan

Stephen Hogan

Chief Financial Officer

Levine Leichtman Capital Partners, Inc.

ACKNOWLEDGED AND AGREED:

OVERHILL FARMS, INC., a Nevada corporation

By:	/s/ James Rudis
	James Rudis
	President and Chief Executive Officer
cc:	Gregg A. Amber, Esq.
	Cristy Parker, Esq.
	Mitchell S. Cohen, Esq.
	Sherwood Cook, Esq.