FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Paglinco Guy A
2. Issuer Name and Ticker or Trading Symbol

RUSS BERRIE & CO INC [ RUS ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
VP and CFO
(Last)          (First)          (Middle)

C/O RUSS BERRIE AND COMPANY, INC., 1800 VALLEY ROAD
3. Date of Earliest Transaction (MM/DD/YYYY)

8/14/2009
(Street)

WAYNE, NJ 07470
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock, $0.10 stated value   8/14/2009     A    5000   (1) A $0   13200   (2) D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Appreciation Rights   $5.34   8/14/2009     A      10000         (3) 8/14/2019   Common Stock   10000   $0   23900   (4) D    

Explanation of Responses:
( 1)  Represents restricted stock units granted on August 14, 2009 pursuant to the Issuer's Equity Incentive Plan (the "EIP"), which vest (and will be settled) ratably over a 5-year period commencing August 14, 2010.
( 2)  Includes: (i) 1,900 restricted stock units granted on October 6, 2008 pursuant to the EIP, which vest (and will be settled) ratably over a 5-year period commencing October 6, 2009; and (ii) 2,500 shares of restricted stock granted on August 10, 2007 pursuant to the Issuer's 2004 Stock Option, Restricted and Non-Restricted Stock Plan (the "Plan"), which vest ratably over a 5-year period commencing August 10, 2008.
( 3)  Represents stock appreciation rights granted on August 14, 2009 pursuant to the EIP, which vest ratably over a 5-year period commencing August 14, 2010.
( 4)  Includes 13,900 stock appreciation rights granted on October 6, 2008 pursuant to the EIP, at an exercise price of $6.43 per share, which vest ratably over a 5-year period commencing October 6, 2009 and expire October 6, 2018.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Paglinco Guy A
C/O RUSS BERRIE AND COMPANY, INC.
1800 VALLEY ROAD
WAYNE, NJ 07470


VP and CFO

Signatures
/s/ Guy Paglinco 8/17/2009
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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