†          Unaudited Pro forma Condensed Balance Sheet as of September 30, 2008

†          Unaudited Pro forma Condensed Statement of Income for the year ended
December 31, 2007

†          Unaudited Pro forma Condensed Statement of Income for the nine months
ended September 30, 2008

†          Notes to the Unaudited Pro forma Financial Statements

Exhibits



The following exhibits are filed with this report:



Exhibit 2.5*     Purchase Agreement, dated as of December 23, 2008, among Russ Berrie
                 and Company, Inc. and The Russ Companies, Inc., incorporated by
                 reference to the Gift Sale 8-K.

Exhibit 10.112   Stockholders Agreement, dated as of December 23, 2008, among Russ
                 Berrie and Company, Inc., The Russ Companies, Inc. and Encore
                 Investors II, Inc., incorporated by reference to the Gift Sale 8-K.

Exhibit 10.113   License Agreement, dated as of December 23, 2008, among RB Trademark
                 Holdco, LLC and The Russ Companies, Inc., incorporated by reference
                 to the Gift Sale 8-K.

Exhibit 10.114   Licensor Agreement, dated as of December 23, 2008, among RB
                 Trademark Holdco, LLC, Wells Fargo Bank, National Association, and
                 The Russ Companies, Inc., incorporated by reference to the Gift Sale
                 8-K.

Exhibit 10.115   Transition Services Agreement, dated as of December 23, 2008,
                 between Russ Berrie and Company, Inc. and The Russ Companies, Inc.,
                 incorporated by reference to the Gift Sale 8-K.

Exhibit 10.116   Secured Promissory Note, dated December 23, 2008, in the original
                 principal amount of $19.0 million from The Russ Companies, Inc. for
                 the benefit of Russ Berrie and Company, Inc., incorporated by
                 reference to the Gift Sale 8-K.

Exhibit 10.117   Guaranty, dated as of December 23, 2008, among The Encore
                 Group, Inc., the other guarantors specified therein and Russ Berrie
                 and Company, Inc., incorporated by reference to the Gift Sale 8-K.

Exhibit 10.118   Subordinated Security Agreement, dated as of December 23, 2008,
                 among The Russ Companies, Inc., The Encore Group, Inc., the other
                 parties specified therein and Russ Berrie and Company, Inc.,
                 incorporated by reference to the Gift Sale 8-K.

Exhibit 10.119   Intercreditor Agreement, dated as of December 23, 2008, between Russ
                 Berrie and Company, Inc. and Wells Fargo Bank, National Association,
                 and acknowledged by The Russ Companies, Inc., incorporated by
                 reference to the Gift Sale 8-K.

Exhibit 10.120   Amended and Restated Change in Control Severance Plan, incorporated
                 by reference to the Gift Sale 8-K.

Exhibit 99.1     Press Release dated December 23, 2008, announcing the execution of
                 the Purchase Agreement and related matters, incorporated by
                 reference to the Gift Sale 8-K.

Exhibit 99.2     Pro Forma Financial Information:

                 Unaudited Pro forma Condensed Balance Sheet as of September 30, 2008
                 Unaudited Pro forma Condensed Statement of Income for the year ended
                 December 31, 2007
                 Unaudited Pro forma Condensed Statement of Income for the nine
                 months ended September 30, 2008
                 Notes to the Unaudited Pro forma Financial Statements