UNITED STATES		OMB APPROVAL
		SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549		OMB Number: 3235-0058  Expires: April 30, 2009  Estimated average burden  hours per response 2.50
		FORM 12b-25		SEC FILE NUMBER
		NOTIFICATION OF LATE FILING		CUSIP NUMBER

(Check One):		o Form 10-K      o Form 20-F      þ Form 11-K      o Form 10-Q     o Form 10-D     o Form N-SAR     o Form N-CSR
		For Period Ended: December 31, 2006
		o      Transition Report on Form 10-K
		o      Transition Report on Form 20-F
		o      Transition Report on Form 11-K
		o      Transition Report on Form 10-Q
		o      Transition Report on Form N-SAR
		For the Transition Period Ended:

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:

PART I — REGISTRANT INFORMATION

Russ Berrie and Company, Inc. for the Russ Berrie and Company, Inc. Amended and Restated 2004 Employee Stock Purchase Plan (the “Plan”)Full Name of Registrant

 Former Name if Applicable

111 Bauer DriveAddress of Principal Executive Officer (Street and Number)

Oakland, New Jersey 07436City, State and Zip Code

PART II — RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)

þ		(a)		The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
		(b)		The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q, or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
		(c)		The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

PART III — NARRATIVE

State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

As has been reported in a Notification of Late Filing on Form 12b-25 filed on March 16, 2007, Russ Berrie and Company, Inc. (the “Company”) could not, without unreasonable effort or expense, timely file its Annual Report on Form 10-K for the year ended December 31, 2006 (the “2006 10-K”). Primarily as a result of the focus of management and the Company’s auditors on the completion of the 2006 10-K, the Company is experiencing delays in the collection and compilation of information required

for the Plan’s Annual Report on Form 11-K (the “2006 11-K”). As a result, the Plan’s financial statements for the year ended December 31, 2006 and corresponding audit will not be completed in time to file the 2006 11-K within the prescribed period without unreasonable effort or expense. The registrant represents that the 2006 11-K will be filed no later than the fifteenth calendar day following the date on which it is due.

(Attach Extra Sheets if Needed)

SEC 1344 (07-03)		Persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

PART IV — OTHER INFORMATION

(1)

Name and telephone number of person to contact in regard to this notification

Marc S. Goldfarb		201		405-2454
(Name)		(Area Code)		(Telephone Number)

(2)		Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s). Yes þ No o
(3)		Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? Yes o No þ
		If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

                    Russ Berrie and Company, Inc.                    
(Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

Date March 30, 2007		By		/s/ Marc S. Goldfarb
				Marc S. Goldfarb SVP and General Counsel

INSTRUCTION: The form may be signed by an executive officer of the registrant or by any other duly authorized representative. The name and title of the person signing the form shall be typed or printed beneath the signature. If the statement is signed on behalf of the registrant by an authorized representative (other than an executive officer), evidence of the representative’s authority to sign on behalf of the registrant shall be filed with the form.

GENERAL INSTRUCTIONS

1.		This form is required by Rule 12b-25 (17 CFR 240.12b-25) of the General Rules and Regulations under the Securities Exchange Act of 1934.
2.		One signed original and four conformed copies of this form and amendments thereto must be completed and filed with the Securities and Exchange Commission, Washington, D.C. 20549, in accordance with Rule 0-3 of the General Rules and Regulations under the Act. The information contained in or filed with the form will be made a matter of public record in the Commission files.
3.		A manually signed copy of the form and amendments thereto shall be filed with each national securities exchange on which any class of securities of the registrant is registered.
4.		Amendments to the notifications must also be filed on Form 12b-25 but need not restate information that has been correctly furnished. The form shall be clearly identified as an amended notification.
5.		Electronic filers: This form shall not be used by electronic filers unable to timely file a report solely due to electronic difficulties. Filers unable to submit reports within the time period prescribed due to difficulties in electronic filing should

comply with either Rule 201 or Rule 202 of Regulation S-T (§232.201 or §232.202 of this chapter) or apply for an adjustment in filing date pursuant to Rule 13(b) of Regulation S-T (§232.13(b) of this Chapter).