8-K

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

                                    FORM 8-K
                                 CURRENT REPORT

                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported):   June 29, 2006
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                          Russ Berrie and Company, Inc.
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               (Exact Name of Registrant as Specified in Charter)


         New Jersey                       1-8681                22-1815337
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(State or Other Jurisdiction     (Commission File Number)      (IRS Employer
     of Incorporation)                                       Identification No.)



                   111 Bauer Drive, Oakland, New Jersey 07436
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               (Address of Principal Executive Offices) (Zip Code)


Registrant's telephone number, including area code:  (201) 337-9000
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          (Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:

[ ]  Written communications pursuant to Rule 425 under the Securities Act
     (17 CFR 230.425)
[ ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act
     (17 CFR 240.14a-12)
[ ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the
     Exchange Act (17 CFR 240.14d-2(b))
[ ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the
     Exchange Act (17 CFR 240.13e-4(c))



Section 5 - Corporate Governance and Management

Item 5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.

     (b)  Effective as of June 30, 2006, John Wille, who had served as Vice
President and Chief Financial Officer of Russ Berrie and Company, Inc. (the
"Company") since February 2001, resigned from the Company.

     (c)  As of July 5, 2006, James J. O'Reardon, Jr., 62, formerly Vice
President - Corporate Audits and an executive officer of the Company since 1997,
assumed the position of Vice President and Chief Financial Officer of the
Company on an interim basis. Mr. O'Reardon had served as Vice President -
Corporate Audits of the Company since April 2000, and had previously held the
position of Vice President - Administration since September 1997. Mr. O'Reardon
is currently a member of the Company's Disclosure Committee, and has been
employed by the Company since 1981.

          Since the beginning of the Company's last fiscal year, there was no
transaction or series of similar transactions, nor is there any currently
proposed transaction or series of similar transactions, to which the Company or
any of its subsidiaries was or is to be a party, in which either Mr. O'Reardon
or any members of his immediate family had or will have a direct or indirect
material interest, other than his compensation arrangement with the Company.

     (d)  On June 29, 2006, as is permitted by the bylaws of the Company,
Salvatore M. Salibello, 61, was duly elected at a meeting of the Board of
Directors (the "Board") of the Company, as a member of the Board, effective
immediately. At such meeting, Mr. Salibello was also elected to the Audit
Committee of the Board, effective immediately. The Board has affirmatively
determined that that Mr. Salibello qualifies as an "audit committee financial
expert", as that term is defined in Item 401(h) of Regulation S-K promulgated by
the Securities and Exchange Commission, and is "independent" for purposes of the
listing standards of the New York Stock Exchange and applicable provisions of
the Securities Exchange Act of 1934, as amended. At this time, any additional
committees of the Board to which Mr. Salibello will be named, if any, have not
yet been determined.

     On June 29, 2006, as is permitted by the bylaws of the Company, Fred
Horowitz, 42, was duly elected at a meeting of the Board as a member of the
Board, effective immediately. At this time, the committees of the Board to which
Mr. Horowitz will be named, if any, have not yet been determined.

     Since the beginning of the Company's last fiscal year, there was no
transaction or series of similar transactions, nor is there any currently
proposed transaction or series of similar transactions, to which the Company or
any of its subsidiaries was or is to be a party, in which either Mr. Salibello
or Mr. Horowitz, or any members of their respective immediate families, had or
will have a direct or indirect material interest, other than director
compensation arrangements.



Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
          Year.

In connection with the matters described in Item 5.02 above, the Revised Bylaws
of the Company were amended at a meeting of the Board on June 29, 2006,
effective immediately, to set the number of directors of the Company's Board of
Directors to no less than three and no more than eleven (the previous provision
set the number to no less than three and no more than nine).

Section 8 -- Other Events

Item 8.01 Other Events

     On July 5, 2006, the Company issued a press release announcing the
resignation of Mr. Wille and the appointment of Mr. O'Reardon as Vice President
and Chief Financial Officer of the Company on an interim basis.

Section 9 -- Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits

(c)  Exhibits

     The following exhibits are filed with this report:

Exhibit 3.2(b)(o)  Amendment to Revised Bylaws of the Company, adopted June 29,
2006.

Exhibit 99.1  Press Release, dated July 5, 2006, announcing the resignation of
Mr. Wille and the appointment of Mr. O'Reardon as Vice President and Chief
Financial Officer of the Company on an interim basis.



                                   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: July 6, 2006              RUSS BERRIE AND COMPANY, INC.


                                By:  /s/ Marc. S. Goldfarb
                                     ------------------------------------------
                                     Marc S. Goldfarb
                                     Senior Vice President, General Counsel and
                                     Corporate Secretary



                                  Exhibit Index

Exhibit 3.2(b)(o) Amendment to Revised Bylaws of the Company, adopted June 29,
2006.

Exhibit 99.1  Press Release, dated July 5, 2006, announcing the resignation of
Mr. Wille and the appointment of Mr. O'Reardon as Vice President and Chief
Financial Officer of the Company on an interim basis.

EX-3.2.B.O

                                                              Exhibit 3.2 (b)(o)



     RESOLVED that effective as of June 29, 2006, the first sentence of
paragraph 2.1 of the Revised By-Laws of the Company be, and it hereby is,
amended to read as follows:

     "The business of the Corporation shall be managed by the Board which shall
consist of no fewer than three directors nor more than eleven directors, who
shall be at least 18 years old."

EX-99.1

                                                                    Exhibit 99.1

                               [RUSS(R) GRAPHIC]



AT THE COMPANY                          AT FINANCIAL DYNAMICS
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Marc Goldfarb - Senior Vice President   Cara O'Brien/Melissa Myron - General
                and General Counsel                                  Information
201-337-9000                            212-850-5600



FOR IMMEDIATE RELEASE
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            RUSS BERRIE AND COMPANY, INC. ANNOUNCES MANAGEMENT CHANGE
            ---------------------------------------------------------

Oakland, N.J. -- July 5, 2006 -- Russ Berrie and Company, Inc. (NYSE: RUS) today
announced that John Wille, who has served as the Company's Chief Financial
Officer since February 2001, has resigned from the Company. James O'Reardon,
currently Vice President - Corporate Audits, will assume Mr. Wille's
responsibilities on an interim basis, effective immediately.

Mr. O'Reardon has served as Vice President - Corporate Audits since April 2000
and had previously held the position of Vice President - Administration since
September 1997. Mr. O'Reardon joined the Company in 1981 and has more than 35
years of accounting experience.

"We are confident that Jim's extensive experience and knowledge of Russ Berrie's
operations, financial reporting and corporate governance will result in a smooth
transition of the CFO role," commented Mr. Andy Gatto, President and Chief
Executive Officer. "We would also like to thank John for his contributions to
our Company and wish him well in his future endeavors."

Russ Berrie and Company, Inc., a leader in the infant and juvenile and gift
industries, and its wholly-owned subsidiaries, designs, develops, and
distributes a variety of innovative gift, infant and juvenile products to
specialty and mass market retailers worldwide. Known for its teddy bears and
other plush animals, the Company's gift and infant and juvenile lines are
comprised of a diverse range of everyday, seasonal, and occasion-themed products
that help people celebrate the milestones in their lives. Founded in 1963 by the
late Russell Berrie from a rented garage in New Jersey, today the Company
operates offices, showrooms, and distribution centers all over the world and
trades on the NYSE under the symbol RUS.

Note: This press release contains certain forward-looking statements. Additional
written and oral forward-looking statements may be made by the Company from time
to time in Securities and Exchange Commission (SEC) filings and otherwise. The
Private Securities Litigation Reform Act of 1995 provides a safe-harbor for
forward-looking statements. These statements may be identified by the use of
forward-looking words or phrases including, but not limited to, "anticipate",
"believe", "expect", "project", "intend", "may", "planned", "potential",
"should", "will" or "would". The Company cautions readers that results predicted
by forward-looking statements, including, without limitation, those relating to
the Company's future business prospects, revenues, working capital, liquidity,
capital needs, interest costs and income are subject to certain risks and
uncertainties that could cause actual results to differ materially from those
indicated in the forward-looking statements. Specific risks and uncertainties
include, but are not limited to those set forth under Item 1A, "Risk Factors",
of the Company's most recent Annual Report on Form 10-K filed with the SEC. The
Company undertakes no obligation to publicly update any forward-looking
statement, whether as a result of new information, future events or otherwise.

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