SecProbe.io

April 30, 2013
Via E -mail
Carl Wolf
Chief Executive Officer
MamaMancini’s Holdings , Inc.
25 Branca Road
East Rutherford, NJ 07073

Re: MamaMancini’s Holdings, Inc.
 Amendment No. 2 to Form 8-K
Filed April 16 , 2013
File No. 333-174445
Form 10 -K for the fiscal year ended
December 31, 2012
Filed April 16, 2013
File No. 333 -174445

Dear Mr. Wolf :

We have reviewed your response to our letter dated March 22 , 2013 and have the
following additional comments.

Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested
response.   If you do not bel ieve our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these  comments, we ma y have  additional comments.

General

1. We note your Form 10 -K for the fiscal year ended December 31, 2012, filed April 16,
2013.  To the extent our comments below relating to your amended Form 8 -K apply to
the disclosure in that Form 10 -K, please revise your Form 10 -K in future filings .

2. Please consecutively number subsequent amendments to your Form 8 -K.  Refer to
Exchange Act Rule 12b -15.  We note you marked this as Amendment no. 1 again.

3. Please submit on EDGAR with your next amended filing a marked version of the
amendment marked to show changes.  Refer to Item 310 of Regulation S -T.

Carl Wolf
MamaMancini’s Holdings , Inc.
April 30, 2013
Page 2

 Item 2.01 Completion of Acquisition or Disposition of Assets, page 2

Management’s Discussion and Analysis, page 21

Plan of Operation, page 21

4. Refer to the second paragraph.  Please revise to state that it is your belief that some of
your products have shown excellent acceptance or delete that statement.

5. Please revise the last sentence of the second paragraph of this section to substantiate that
your pricing “is at tractive to major competitors .” Also, please briefly explain what you
mean by this statement or clarify, if true, that you are referring to your customers.

6. Please refer to the fifth paragraph.  Please balance the disclosure to indicate that there is
no guarantee that Meatball Obsession will be able to rapidly open more units in 2014.

7. Please refer to the sixth paragraph.  We note you indicate that the Company expects that
its packaging costs will decrease.  Please balance the disclosure to indicate that t here is
no guarantee that you will be able to decrease packaging cost s and decrease the cost of
labor if demand increases.  Also clarify that there is no guarantee demand will increase.

8. We note your response to prior comment 9.  Please reconcile your stat ement in the
footnote to the table on page 21 that you do not believe slotting fees “are a major cost of
growth” with your disclosure in the seventh paragraph of Plan of Operation where you
attribute slotting fees in part to your projected operating loss f or fiscal year 2013.

Liquidity and Capital Resources, page 22

9. In the last paragraph, please balance the disclosure to indicate that there is no guarantee
that you will be able to raise all the capital that you anticipate needing.

Item 4.01

10. We note yo ur revised disclosures in the third paragraph of Item 4.01 in response to prior
comment 1 continue to discuss disagreements and reportable events through December
31, 2012 rather than through January 24, 2013, the interim period through the date of
dismiss al.  As originally requested, please revise to ensure that your disclosures regarding
disagreements and reportable events in accordance with Items 304(a)(1)(iv) and (v) of
Regulation S -K refer to the interim period through the date of dismissal.   Include a n
updated letter from your former auditor addressing your revised disclosure as an exhibit
to your Form 8 -K/A.

Carl Wolf
MamaMancini’s Holdings , Inc.
April 30, 2013
Page 3

 Exhibit 99.2

11. Please file an amended Form 8 -K to include a properly signed opinion in accordance with
Article 2 of Regulation S -X.  Specifical ly, no auditor has signed the Opinion. An
amended Form 10 -K for the year ended December 31, 2012 with similar revisions should
also be filed.

You may contact Heather Clark at (202) 551 -3624 if you have questions regarding
comments on Item 4.01 and related matters.  You may contact Amy Geddes at (202) 551 -3304  or
Margery Reich  at (202) 551-3347  if you have questions regarding comments on the fina ncial
statements and related matters.  Please contact J. Nolan McWilliams  at (202) 551 -3217  or me at
(202) 551 -3210  with any other questions.

Sincerely,

 /s/ Susan C. Block

Susan C. Block
Attorney -Advisor