Edgar Filing: RUSS BERRIE & CO INC

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN 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 ^*

BENAROYA RAPHAEL

2. Issuer Name and Ticker or Trading Symbol
RUSS BERRIE & CO INC [RUS]

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

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

(Last)

(First)

(Middle)

C/O RUSS BERRIE AND COMPANY, INC., 111 BAUER DRIVE

3. Date of Earliest Transaction (Month/Day/Year)
07/10/2008

(Street)

OAKLAND, NJ 07436

4. If Amendment, Date Original Filed(Month/Day/Year)

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 Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

EMPLOYEE STOCK OPTION (RIGHT TO BUY)

$ 7.28

07/10/2008

15,000

⁽¹⁾

07/10/2018

COMMON STOCK

15,000

$ 0

60,000 ⁽²⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
BENAROYA RAPHAEL C/O RUSS BERRIE AND COMPANY, INC. 111 BAUER DRIVE OAKLAND, NJ 07436	X

Signatures

/s/ Raphael Benaroya		07/14/2008
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(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)	Options were granted on July 10, 2008 pursuant to the Company's Equity Incentive Plan, and vest ratably over a five-year period commencing July 10, 2009.
(2)	Includes 15,000 options granted on May 4, 2005 pursuant to the Company's 2004 Stock Option, Restricted and Non-Restricted Stock Plan (the "2004 Plan"), at an exercise price of $13.06 per share. Under the original grant terms, such options vested ratably over a five-year period commencing on May 4, 2006 and expire on May 4, 2015, however, all such options were deemed vested as of December 28, 2005. Also includes (i) 15,000 options granted on November 1, 2006 pursuant to the 2004 Plan at an exercise price of $15.05 per share, which vest ratably over a five-year period commencing November 1, 2007 and expire November 1, 2016, and (ii) 15,000 options granted on December 27, 2007 pursuant to the 2004 Plan at an exercise price of $16.77 per share, which vest ratably over a five-year period commencing December 27, 2008 and expire December 27, 2017.

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