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)         May 31, 2005
                                                  ------------------------------

                               Enesco Group, Inc.
- --------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

          Illinois                    0-1349                      04-1864170
- --------------------------------------------------------------------------------
(State or other jurisdiction       (Commission                  (IRS Employer
     of incorporation)             File Number)              Identification No.)

      225 Windsor Drive, Itasca, IL                                 60143
- --------------------------------------------------------------------------------
(Address of principal executive offices)                         (Zip Code)


Registrant's telephone number, including area code             (630) 875-5300
                                                   -----------------------------

- --------------------------------------------------------------------------------
          (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 (see General Instruction A.2 below):

[ ] 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))



ITEM 8.01  OTHER EVENTS


On May 31, 2005, Enesco Group, Inc. issued a press release announcing a covenant
default under its existing United States credit facility. The press release is
attached as Exhibit 99.1.




                                   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.



                                                     Enesco Group, Inc.
                                             -----------------------------------
                                                        (Registrant)

Date   May 31, 2005                          By: /s/ Cynthia Passmore-McLaughlin
     ----------------                           --------------------------------
                                                Cynthia Passmore-McLaughlin,
                                                President and Chief Executive
                                                Officer










                                  Exhibit Index


Exhibit 99.1       Enesco Press Release dated May 31, 2005 announcing the United
                   States credit facility covenant default.

EX-99.1

                                                                    EXHIBIT 99.1

[ENESCO GROUP, INC. LETTERHEAD]                            FOR IMMEDIATE RELEASE
                                                           ---------------------

                                                          Contact: Donna Shaults
                                                                    630-875-5464
                                                             dshaults@enesco.com


                ENESCO ANNOUNCES CREDIT FACILITY COVENANT DEFAULT

ITASCA, ILL. - MAY 31, 2005--Enesco Group, Inc. (NYSE: ENC), a leader in the
giftware, and home and garden decor industries, today announced that the Company
has advised Fleet National Bank as agent under its existing United States credit
facility with Fleet National Bank and LaSalle Bank N.A. that it was not in
compliance with its minimum EBITDA covenant as of April 30, 2005, which was
predominantly due to non-cash accruals related to the timing of the execution of
Enesco's agreement with Precious Moments, Inc. The Company also advised Fleet of
its need to renegotiate its financial covenants for May and June 2005 and
possibly additional months during the term of it existing credit facility
primarily because of lower projected sales and lower gross margins during the
same period. Enesco anticipates beginning negotiations with Fleet for a waiver
of the April 2005 covenant and revised financial covenants. There is no
assurance that the Company will be successful in obtaining a waiver or in
negotiating revised covenants.

Enesco is seeking an extension of its previously announced commitment letter
which expired on April 30, 2005, with Fleet Capital Corporation, operating as
Bank of America Business Credit ("BABC"), for BABC to underwrite a new $100
million global senior revolving credit facility which will replace the Company's
current credit facility. Consistent with its negotiations with BABC since April
30, 2005, Enesco expects that the terms of the prospective commitment letter
will be modified from those of the previously announced commitment. There is no
assurance that Enesco will be successful in obtaining an extension or that
financing will be obtained on the terms of the commitment letter.

ABOUT ENESCO GROUP, INC.
Enesco Group, Inc. is a world leader in the giftware, and home and garden decor
industries. Serving more than 40,000 customers globally, Enesco distributes
products to a wide variety of specialty card and gift retailers, home decor
boutiques as well as mass-market chains and direct mail retailers.
Internationally, Enesco serves markets operating in Europe, Canada, Australia,
Mexico, Asia and the Pacific Rim. With subsidiaries located in Europe and
Canada, and a business unit in Hong Kong, Enesco's international distribution
network is a leader in the industry. The Company's product lines include some of
the world's most recognizable brands, including Heartwood Creek by Jim Shore,
Walt Disney Company, Walt Disney Classics Collection, Pooh & Friends,
Nickelodeon, Bratz, Halcyon Days, Lilliput Lane and Border Fine Arts, among
others. Further information is available on the Company's web site at
www.enesco.com.


This press release contains forward-looking statements, which reflect
management's current assumptions and beliefs and are based on information
currently available to management. The Company has tried to identify such
forward-looking statements by use of such words as "expects," "intends,"
"anticipates," "could," "estimates," "plans," and "believes," and similar
expressions, but these words are not the exclusive means of identifying such
statements. Such statements are subject to various risks, uncertainties and
other factors, which could cause actual results to vary materially from those
anticipated, estimated, expected or projected. Important factors that may cause
actual future events or results to differ materially and adversely from those
described in the forward-looking statements include, but are not limited to: the
Company's success in developing new products and consumer reaction to the
Company's new products; the Company's ability to secure, maintain and renew
popular licenses, particularly our licenses Cherished Teddies, Heartwood Creek
and Disney; the Company's ability to grow revenues in mass and niche market
channels; the Company's ability to comply with covenants contained in its credit
facility; the Company's ability to



effectively transition to the legacy information system; changes in general
economic conditions, as well as specific market conditions; fluctuations in
demand for our products; manufacturing lead times; the timing of orders and
shipments and our ability to predict customer demands; inventory levels and
purchase commitments exceeding requirements based upon incorrect forecasts;
collection of accounts receivable; changes in the regulations and procedures
affecting the importation of goods into the United States; changes in foreign
exchange rates; price and product competition in the giftware industry;
variations in sales channels, product costs or mix of products sold; and,
possible future terrorist attacks, epidemics, or acts of war. In addition, the
Company operates in a continually changing business environment and does not
intend to update or revise the forward-looking statements contained herein,
which speak only as of the date hereof. Additional information regarding
forward-looking statement risk factors is contained in the Company's reports and
filings with the Securities and Exchange Commission. In light of these risks and
uncertainties, the forward-looking statements contained herein may not occur and
actual results could differ materially from those set forth herein. Accordingly,
you should not rely on these forward-looking statements as a prediction of
actual future results.


                                       ###