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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                 FORM 10-Q/A

(Mark One)

   {X}     QUARTERLY REPORT PURSUANT TO SECTION 13 OR
           15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ........... March 31, 1996

                                     OR

   { }     TRANSITION REPORT PURSUANT TO SECTION 13 OR
           15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from .........................to......................
Commission file number ...................................................1-8681

                          RUSS BERRIE AND COMPANY, INC.
             (Exact name of registrant as specified in its charter)

          New Jersey                                     22-1815337
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
 incorporation or organization)

   111 Bauer Drive, Oakland, New Jersey                   07436
(Address of principal executive offices)                (Zip Code)

                                 (201) 337-9000
              (Registrant's telephone number, including area code)

 ................................................................................
              (Former name, former address and former fiscal year,
                         if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes  X     No

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.

         CLASS                                    OUTSTANDING AT APRIL 4, 1996
         -----                                    ----------------------------
Common stock, $.10 stated value                            21,649,164

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The cover page of the Company's Form 10-Q for the period ended March 31, 1996
is being amended due to erroneously including a typographical error,
specifically the word "draft" and a date in the upper right hand corner.



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                                   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 thereunto duly authorized.

                                             RUSS BERRIE AND COMPANY, INC.
                                                      (Registrant)

October 8, 1996                              By  /s/ Paul Cargotch
- ---------------                                 -------------------------------
    Date                                     Paul Cargotch
                                             Executive Vice President
                                             and Chief Financial Officer

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