Section 1 — Registrant’s Business and Operations

Item 1.01 Entry into a Material Definitive Agreement.

     As has been previously reported, on April 1, 2008, (i) LaJobi, Inc. (“LJ”), a newly-formed indirect wholly-owned Delaware subsidiary of Russ Berrie and Company, Inc. (“RB”), entered into an Asset Purchase Agreement (the “Asset Agreement”), with LaJobi Industries, Inc., a New Jersey corporation (“LaJobi”), and each of Lawrence Bivona and Joseph Bivona, for the purchase of substantially all of the assets used in the business of LaJobi and specified obligations, and, in a separate transaction, (ii) I & J Holdco, Inc. (“I&J”), a newly-formed wholly-owned Delaware subsidiary of RB, entered into a Stock Purchase Agreement (the “Stock Agreement”), with each of Renee Pepys Lowe and Stanley Lowe for the purchase of all of the issued and outstanding capital stock of CoCaLo, Inc., a California corporation (“CoCaLo”). In connection with the consummation of the transactions contemplated by the Asset Agreement and the Stock Agreement, the Infantline Credit Agreement (defined below) was amended and restated to, among other things, increase the facilities available thereunder and permit the acquisitions of LaJobi and CoCaLo.

Amended and Restated Infantline Credit Agreement

     As of April 2, 2008, RB, Kids Line, LLC (“KL”), Sassy, Inc. (“Sassy”), I&J, LJ and CoCaLo (via a Joinder Agreement) entered into an Amended and Restated Credit Agreement (the “Amendment”) with the financial institutions party to the Infantline Credit Agreement (defined below) or their assignees (the “Lenders”), LaSalle Bank National Association, as administrative agent for the Lenders (in such capacity, the “Agent”) and as Fronting Bank, Sovereign Bank as Syndication Agent, Wachovia Bank, N.A. as Documentation Agent and Banc of America Securities LLC as Lead Arranger. KL, Sassy, I&J, LJ and CoCaLo are referred to herein collectively as the “Infantline Borrowers”, and I&J, LJ and CoCaLo are referred to herein as the “New Borrowers”. The Amendment amends and restates the Credit Agreement dated as of March 14, 2006 (as amended on December 22, 2006, the “Infantline Credit Agreement”) among RB, KL and Sassy as borrowers, the Agent, the Lenders and the Issuing Lender as defined therein. The Pledge Agreement dated as of March 14, 2006 between RB and the Agent (as amended on December 22, 2006) was also amended and restated as of April 2, 2008, to provide, among other things, for a pledge to the Agent of the capital stock of I&J by RB. In connection with the Amendment, 100% of the equity of each Infantline Borrower, including each New Borrower, has been pledged as collateral to the Agent. In addition, the Guaranty and Collateral Agreement, dated as of March 16, 2004, entered into among KL and Sassy in favor of LaSalle Bank National Association, as Administrative Agent (the “Guaranty”) was also amended and restated as of April 2, 2008, to add the New Borrowers (CoCaLo via a Joinder Agreement) as parties and to include substantially all of the existing and future assets and properties of the New Borrowers as security for the satisfaction of the obligations of all Infantline Borrowers, including the New Borrowers, under the Amendment and the other related loan documents. Capitalized terms used but undefined in this Item 1.01 shall have the meanings assigned to such terms in the Amendment.

     The following constitute the material changes to the Infantline Credit Agreement effected by the Amendment:

     In connection with the Amendment, the Infantline Borrowers paid the Agent and Lenders a closing fee of approximately $1.5 million. The following fees are now applicable to the Infantline Credit Agreement: an agency fee of $35,000 per annum, a non-use fee of 0.40% to 0.60% of the unused amounts under the Revolving Loan, as well as other customary fees as are set forth in the Amendment.

     The foregoing descriptions of the Amendment and the Guaranty are qualified in their entirety by reference to the full texts thereof, which are attached hereto as Exhibits 4.21 and 4.22, respectively.

Section 2 — Financial Information

Item 2.01 Completion of Acquisition or Disposition of Assets

     As is stated in Item 1.01 above, as of April 1, 2008, LJ entered into the Asset Agreement with LaJobi and each of Lawrence Bivona and Joseph Bivona (collectively, the “Stockholders”), for the purchase of substantially all of the assets used in the business of LaJobi (including specified contracts, equipment, inventories, accounts receivable, intellectual property and goodwill) and specified obligations (including those pertaining to current liabilities of LaJobi’s business, assigned contracts, specified employee obligations and obligations arising after the closing date). LaJobi designs, imports and sells infant and juvenile furniture and related products, including cribs, changing tables, dressers, hutches, armoires, bookcases and end tables, which are sold to specialty stores and boutiques, baby superstores and mass merchandisers. The transactions contemplated by the Asset Agreement were consummated as of April 2, 2008. All capitalized terms used in this Item 2.01 but undefined herein shall have the meanings ascribed to them in the Asset Agreement, unless otherwise indicated.

     The aggregate purchase price payable for LaJobi is equal to: $47.0 million, reduced by the amount of assumed indebtedness (including capitalized lease obligations), as further increased or decreased by the amount that Final Working Capital is greater or less than $7.3 million, plus the Earnout Consideration described below. At Closing, LJ paid $44.5 million in cash to LaJobi, plus $3.2 million (the estimated amount of the working capital adjustment). Any adjustment between the estimated and final working capital adjustment will be made after the Closing, as set forth in the Asset Agreement. The remaining $2.5 million of the purchase price was deposited in escrow at Closing in respect of potential indemnification claims. As additional consideration, if the following conditions have been satisfied, LJ will pay the amounts described below (the “Earnout Consideration”):

     Under the Asset Agreement, the LaJobi Buyer is entitled to indemnification from LaJobi and the Stockholders for various matters, including, but not limited to, breaches of representations, warranties or covenants, and specified excluded obligations, subject, in the case of specified matters, to a minimum threshold of $250,000 (with a separate threshold for individual claims of $15,000, whether or not aggregate damages have exceeded the $250,000 threshold) and a maximum aggregate indemnification limit of $10.0 million. The right to indemnification (other than with respect to certain specified exceptions) terminates 18 months after the Closing Date.

     In connection with the Asset Agreement, the Company paid a finder’s fee of $1.5 million at Closing to a financial institution, and has agreed to pay such institution 1% of the Agreed Enterprise Value of LJ, payable in the same manner and at the same time as the Earnout Consideration is paid to LaJobi.

     The Asset Agreement is described in further detail in RB’s Annual Report on Form 10-K for the year ended December 31, 2007, filed with the SEC on April 1, 2008 (the “2007 10-K”). The text of the Asset Agreement is attached as Exhibit 2.3 to the 2007 10-K. The foregoing description is qualified in its entirety by reference to such exhibit.

     Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

     The disclosures required by this Item are set forth in Item 1.01 above, which is incorporated herein by reference thereto.

Section 8 — Other Events

Item 8.01 Other Events

     As is stated in Item 1.01 above, as of April 1, 2008, I & J entered into the Stock Agreement with each of Renee Pepys Lowe and Stanley Lowe for the purchase of all of the issued and outstanding capital stock of CoCaLo. CoCaLo designs, markets and distributes infant bedding and related accessories. The transactions contemplated by the Stock Agreement were consummated as of April 2, 2008. The Stock Agreement is described in further detail in the 2007 10-K. The text of the Stock Agreement is attached as Exhibit 2.4 to the 2007 10-K.

     On April 3, 2008, RB issued a press release announcing the consummation of the transactions contemplated by the Asset Agreement, the Stock Agreement and the Amendment. The press release has been filed as Exhibit 99.1 to this Current Report on Form 8-K.

Section 9 — Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits

(a)  Financial Statements of Business Acquired.

     The financial statements required to be filed as part of this report will be filed by an amendment to this Current Report on Form 8-K as soon as practicable, but not later than 71 days after this Current Report is required to be filed.

(b) Pro Forma Financial Information

     The pro forma financial information required to be filed as part of this report will be filed by an amendment to this Current Report on Form 8-K as soon as practicable, but not later than 71 days after this Current Report is required to be filed.

(d) Exhibits

     The following exhibits are filed with this report:

* Schedules and other attachments are omitted, but will be furnished supplementally to
    the Commission upon request.

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: April 8, 2008                                                                                 RUSS BERRIE AND COMPANY, INC.

Exhibit Index

*  Schedules and other attachments are omitted, but will be furnished supplementally to
    the Commission upon request.