SEC Form 3

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 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* SRB Management, L.P. (Last) (First) (Middle) 300 CRESCENT COURT SUITE 1111 (Street) DALLAS TX 75201 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 03/11/2010	3. Issuer Name and Ticker or Trading Symbol PHYSICIANS FORMULA HOLDINGS, INC. [ FACE ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) X Other (specify below) Member of a 10% Group	5. If Amendment, Date of Original Filed (Month/Day/Year)
			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 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	1,368,597	I(1)	See Footnote(3)(4)
Common Stock	169,153	I(2)	See Footnote(3)(4)

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: 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

1. Name and Address of Reporting Person* SRB Management, L.P. (Last) (First) (Middle) 300 CRESCENT COURT SUITE 1111 (Street) DALLAS TX 75201 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) X Other (specify below) Member of a 10% Group

1. Name and Address of Reporting Person* SRB GREENWAY OPPORTUNITY FUND (QP) LP (Last) (First) (Middle) C/O SRB MANAGEMENT LP 300 CRESCENT COURT, SUITE 1111 (Street) DALLAS TX 75201 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) Member of a 10% Group

1. Name and Address of Reporting Person* SRB GREENWAY OPPORTUNITY FUND LP (Last) (First) (Middle) C/O SRB MANAGEMENT LP 300 CRESCENT COURT, SUITE 1111 (Street) DALLAS TX 75201 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) Member of 10% 13d group

1. Name and Address of Reporting Person* BC Advisors LLC (Last) (First) (Middle) 300 CRESCENT COURT SUITE 1111 (Street) DALLAS TX 75201 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) Member of a 10% Group

1. Name and Address of Reporting Person* Becker Steven R (Last) (First) (Middle) 300 CRESCENT COURT SUITE 1111 (Street) DALLAS TX 75201 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) Member of a 10% Group

1. Name and Address of Reporting Person* Drapkin Matthew A (Last) (First) (Middle) 300 CRESCENT COURT SUITE 1111 (Street) DALLAS TX 75201 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) Member of a 10% Group

Explanation of Responses:

1. Represents shares of common stock, par value $0.01 per share, of Physicians Formula Holdings, Inc. (the "Common Stock") directly beneficially owned by SRB Greenway Opportunity Fund, (QP), L.P. ("Greenway Opportunity QP").

2. Represents shares of Common Stock directly beneficially owned by SRB Greenway Opportunity Fund, L.P. ("Greenway Opportunity, L.P.").

3. SRB Management, L.P. ("SRB Management"), as the general partner of, and investment manager for, Greenway Opportunity QP and Greenway Opportunity, L.P.; BC Advisors, LLC ("BCA"), as the general partner of SRB Management; and Steven R. Becker ("Mr. Becker") and Matthew A. Drapkin ("Mr. Drapkin"), as the sole members and co-managing members of BCA and limited partners of SRB Management, may in each case be deemed to be beneficial owners of the securities reported herein for purposes of Rule 16(a)-1(a) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, SRB Management, Greenway Opportunity, L.P., BCA, Mr. Becker and Mr. Drapkin may be deemed to beneficially own more than 10% of the Common Stock under Rule 16a-1(a)(1) under the Exchange Act as a result of being deemed a member of a group under Sections 13(d)(3) and 13(d)(5) of the Exchange Act. (Continued in Footnote 4.)

4. SRB Management, BCA, Mr. Becker and Mr. Drapkin disclaim any beneficial ownership of any Common Stock listed herein, except to the extent of any pecuniary interest therein. Greenway Opportunity QP disclaims beneficial ownership of the Common Stock described in footnote (2). Greenway Opportunity, L.P. disclaims beneficial ownership of the Common Stock described in footnote (1).

Remarks:

	See Exhibit 99.1	03/15/2010
	** Signature of Reporting Person	Date
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