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): March 11, 2005

Russ Berrie and Company, Inc.

(Exact Name of Registrant as Specified in Charter)

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

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

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

(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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o 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) As reported in the Current Report on Form 8-K filed by the Company on February 15, 2005 (the “February 8-K”), Mr. Sidney Slauson had indicated his intention to retire from the Company’s Board of Directors, effective as of the date of the Company’s 2005 Annual Meeting of Shareholders (the “2005 Meeting Date”), and in connection therewith, had declined to stand for re-election to the Company’s Board of Directors at such meeting, currently scheduled for May 4, 2005. Although Mr. Slauson, age 95, had intended to serve the remainder of his term as a director through the 2005 Meeting Date, he decided to retire as of March 11, 2005. As previously reported in the February 8-K, as of the 2005 Meeting Date, in recognition of his approximately forty years of dedicated service to the Company, he will receive the honorary title of “Director Emeritus”, and as such will be invited to attend meetings of the Board at his discretion.

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: March 16, 2005	RUSS BERRIE AND COMPANY, INC.

	By:	/s/ John D. Wille
		John D. Wille
		Vice President and
		Chief Financial Officer