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
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  TOKARZ MICHAEL T
 2. Date of Event Requiring Statement (Month/Day/Year)
01/28/2008		 3. Issuer Name and Ticker or Trading Symbol
MOVIE STAR INC /NY/ [FOH]
(Last)
(First)
(Middle)
287 BOWMAN, 2ND 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)
(Street)

PURCHASE, NY 10577		 6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ 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 8,386,977 (1)
I
See footnote (2)
Common Stock 1,766,322
I
See footnote (3)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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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
Warrant 01/28/2008 01/28/2011 Common Stock 298,296 $ 1.76 I See footnote. (2)

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
TOKARZ MICHAEL T
287 BOWMAN, 2ND FLOOR
PURCHASE, NY 10577		     X    
Tokarz Investments, LLC
287 BOWMAN, 2ND FLOOR
PURCHASE, NY 10577		     X    
TTG APPAREL LLC
287 BOWMAN, 2ND FLOOR
PURCHASE, NY 10577		     X    

Signatures

/s/ Michael T. Tokarz 01/30/2008
**Signature of Reporting Person Date
/s/ Michael T. Tokarz, as Manager on behalf of Tokarz Investments, LLC 01/30/2008
**Signature of Reporting Person Date
/s/ Michael T. Tokarz, as Manager on behalf of TTG Apparel, LLC 01/30/2008
**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) Tokarz Investments, LLC ("Tokarz Investments") 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 Tokarz Investments under the Merger Agreement, 1,184,460 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 Tokarz Investments' breach of any of its representations and warranties or covenants in the Merger Agreement.
(2) These shares are owned directly by Tokarz Investments. Michael T. Tokarz ("Tokarz") is the controlling person of Tokarz Investments and is the indirect beneficial owner of the reported securities.
(3) These shares are owned directly by TTG Apparel, LLC ("TTG"). Tokarz is the controlling person of TTG and is the indirect beneficial owner of the reported securities.

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