Exhibit3.2(q)

AMENDED AND RESTATED

BY-LAWS

of

RUSS BERRIE AND COMPANY, INC.

As of October 5,2006

# 1.             MEETINGSOF SHAREHOLDERS.

## 1.1           Annual Meeting.  The annual meeting of shareholders shall beheld on the third Thursday of April in each year, or as soon thereafter aspracticable as determined by the Board. The annual meeting shall be held at a place and time determined by theBoard.

## 1.2           Special Meetings.  Special meetings of the shareholders may becalled by resolution of the Board or by the chairman of the Board or thepresident and shall be called by the president or secretary upon the writtenrequest (stating the purpose or purposes of the meeting) of a majority of theBoard or of the holders of 51% of the outstanding shares entitled to vote.

## 1.3           Place of Meetings.  Meetings of the shareholders may be held inor outside New Jersey at the place and time specified by the Board or theofficer or shareholders requesting the meeting.

## 1.4           Notice ofMeetings; Waiver of Notice.  Writtennotice of each meeting of shareholders shall be given to each shareholderentitled to vote at the meeting, except that (a) it shall not be necessaryto give notice to any shareholder who submits a waiver of notice before orafter the meeting, and (b) no notice of an adjourned meeting need be givenexcept when required by law.  Each noticeof a meeting shall be given, personally or by mail, not less than 10 nor morethan 60 days before the meeting and shall state the time and place of the meeting,and, unless it is the annual meeting, shall state at whose direction themeeting is called and the purposes for which it is called.  If mailed, notice shall be considered givenwhen mailed to a shareholder at his address on the corporation’s records.  The attendance of any shareholder at a meeting,without protesting before the conclusion of the meeting the lack of notice tohim, shall constitute a waiver of notice by him.

## 1.5           Quorum.  At any meeting of shareholders, the presencein person or by proxy of the holders of a majority of the shares entitled tovote shall constitute a quorum for the transaction of any business.  In the absence of a quorum a majority invoting interest of those present or, if no shareholders are present, anyofficer entitled to preside at or to act as secretary of the meeting, mayadjourn the meeting until a quorum is present. At any adjourned meeting at which a quorum is present any action may betaken which might have been taken at the meeting as originally called.  No notice of an adjourned meeting need begiven if the time and place are announced at the meeting at which theadjournment is taken except that if, after the adjournment, a new record dateis fixed for the meeting, notice of the adjourned meeting shall be givenpursuant to Section 1.4.

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## 1.6           Voting; Proxies.  Each shareholder of record shall be entitledto one vote for every share registered in his name and may attend meetings andvote either in person or by proxy. Corporate action to be taken by shareholder vote shall be authorized bya majority of the votes cast at a meeting of shareholders, except as otherwiseprovided by law or by Section 1.7 of these by-laws.  Directors shall be elected in the mannerprovided in Section 2.1 of these by-laws. Voting need not be by ballot unless requested by a shareholder at themeeting or ordered by the chairman of the meeting.  Each shareholder entitled to vote at anymeeting of shareholders or to express consent to or dissent from corporateaction in writing without a meeting may authorize another person to act for himby proxy.  Every proxy must be signed bythe shareholder or his attorney-in-fact. No proxy shall be valid after eleven months from its date unless itprovides otherwise, but in no event shall a proxy be valid after three yearsfrom the date of its execution.

## 1.7           Action byShareholders Without a Meeting.

### (a)           Except as otherwiseprovided in the New Jersey Business Corporation Act, any action required orpermitted to be taken at a meeting of shareholders may be taken without ameeting if all the shareholders entitled to vote thereon or their proxy orproxies consent thereto in writing.

### (b)           Any action requiredor permitted to be taken at any meeting of shareholders, other than the annualelection of directors, may be taken without a meeting, upon the written consentof shareholders who would have been entitled to cast the minimum number ofvotes which would be necessary to authorize such action at a meeting at whichall shareholders entitled to vote thereon were present and voting.  Prompt notice of the taking of any suchaction shall be given to those shareholders who did not consent in writing.

# 2.             BOARDOF DIRECTORS

## 2.1           Number,Qualification, Election and Term of Directors.  The business of the corporation shall bemanaged by the Board, which shall consist of no fewer than three directors normore than thirteen directors, who shall be at least 18 years old.  The number of directors may be changed byresolution of a majority of the entire Board or by the shareholders, but nodecrease may shorten the term of any incumbent director.  Directors shall be elected at each annualmeeting of shareholders by a plurality of the votes cast and shall hold officeuntil the next annual meeting of shareholders and until the election andqualification of their respective successors, subject to the provisions ofSection 2.7.  As used in theseby-laws, the term “entire Board” means the total number of directors which thecorporation would have if there were no vacancies on the Board.

2.1(A)     Chairman, Vice Chairman, and Other Designationsby the Directors.  The Board shalldesignate a Chairman of the Board who will preside at all meetings of the Boardand shareholders of the corporation, and shall have such powers and duties andthe Board assigns to such person.  Also,the Board may designate a Vice Chairman of the Board, who will preside at allmeetings of the Board and shareholders in the absence of the Chairman, andshall have such powers and duties as the Board or the Chairman assigns to suchperson from time to time.  The Board maymake such other designations of members of the Board as it may determine fromtime to time.

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2.2           Quorum and Manner of Acting.  Four directors shall constitute a quorum forthe transaction of business at any meeting of the Beard, except as provided inSection 2.8.  Action of the Boardshall be authorized by the vote of a majority of the directors present at thetime of the vote if there is a quorum, unless otherwise provided by law orthese by-laws.  In the absence of aquorum a majority of the directors present may adjourn any meeting from time totime until a quorum is present.

## 2.3           Place of Meetings.  Meetings of the Board may be held in oroutside New Jersey.

## 2.4           Annual andRegular Meetings.  Annual meetings ofthe Board, for the election of officers and consideration of other matters,shall be held either (a) without notice immediately after the annualmeeting of shareholders and at the same place, or (b) as soon aspracticable after the annual meeting of shareholders, on notice as provided inSection 2.6 of these by-laws. Regular meetings of the Board may be held without notice at such timesand places as the Board determines.  Ifthe day fixed for a regular meeting is a legal holiday, the meeting shall beheld on the next business day.

## 2.5           Special Meetings.  Special meetings of the Board may be calledby the Chairman of the Board, a Vice Chairman of the Board or the chiefexecutive officer.  Only business relatedto the purposes set forth in the notice of meeting may be transacted at aspecial meeting.

## 2.6           Notice ofMeetings; Waiver of Notice.  Noticeof the time and place of each special meeting of the Board, and of each annualmeeting not held immediately after the annual meeting of shareholders and atthe same place, shall be given to each director by delivering or mailing it tohim at his residence or usual place of business at least three days before themeeting, or by delivering, telephoning or telegraphing it to him at least twodays before the meeting.  Notice need notbe given to any director who submits a signed waiver of notice before or afterthe meeting or who attends the meeting without protesting before the conclusionof the meeting of the lack of notice to him. Notice of any adjourned meeting need not be given, other than byannouncement at the meeting at which the adjournment is taken.

## 2.7           Resignation andRemoval of Directors.  Any directormay resign at any time by delivering his resignation in writing to thepresident or secretary of the corporation, to take effect at the time specifiedin the resignation; the acceptance of a resignation, unless required by itsterms, shall not be necessary to make it effective.  Any or all of the directors may be removed atany time, either with or without cause, by vote of the shareholders.

## 2.8           Vacancies.  Any vacancy in the Board, including onecreated by an increase in the number of directors, may be filled for theunexpired term by a majority vote of the remaining directors, though less thana quorum.

## 2.9           Compensation.  Directors shall receive such compensation andsuch reimbursement of their reasonable expenses in connection with theperformance of their duties, as the Board determines.  A director may also be paid for serving thecorporation, its affiliates or subsidiaries in other capacities.

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## 2.10         Board or CommitteeAction Without a Meeting.  Any actionrequired or permitted to be taken by the Board or by any committee of the Boardmay be taken without a meeting if all of the members of the Board or of thecommittee consent in writing to the adoption of a resolution authorizing theaction.  The resolution and the writtenconsents by the members of the Board or the committee shall be filed with theminutes of the proceeding of the Board or of the committee.

## 2.11         Participation inBoard or Committee Meeting by Conference Telephone.  Any or all members of the Board or of anycommittee of the Board may participate in a meeting of the Board or of thecommittee by means of a conference telephone or similar communicationsequipment allowing all persons participating in the meeting to hear each otherat the same time.  Participation by suchmeans shall constitute presence in person at the meeting.

# 3.             COMMITTEES.

## 3.1           ExecutiveCommittee.  The Board, by resolutionadopted by a majority of the entire Board, may designate an Executive Committeeof one or more directors which shall have all the authority of the Board,except as otherwise provided in the resolution or by-laws, and which shallserve at the pleasure of the Board.  Allaction of the Executive Committee shall be reported to the Board at its nextmeeting.  The Executive Committee shalladopt rules of procedure and shall meet as provided by those rules or byresolutions of the Board.

## 3.2           Other Committees.  The Board, by resolution adopted by a majorityof the entire Board, may designate other committees of directors, to serve atthe Board’s pleasure, with such powers and duties as the Board determines.

# 4.             OFFICERS.

## 4.1           Number; Security.  The executive officers of the corporationshall be the chief executive officer, president, division presidents, one ormore vice presidents, a secretary and a treasurer, and any other position whichmay be designated by the Board, in its discretion, as an executive office ofthe corporation.  Any two or more officesmay be held by the same person.  TheBoard may require any officer, agent or employee to give security for thefaithful performance of his duties.

## 4.2           Election; Term ofOffice.  The executive officers ofthe corporation shall be elected annually by the Board, and each such officershall hold office until the next annual meeting of the Board and until theelection of his successor, subject to the provisions of Section 4.4.

## 4.3           SubordinateOfficers.  The Board may electsubordinate officers (including assistant secretaries and assistanttreasurers), agents or employees, each of whom shall hold office for suchperiod and have such powers and duties as the Board determines.  The Board may delegate to any executiveofficer or to any committee the power to appoint or elect, respectively, anddefine the powers and duties of any subordinate officers, agents or employees.

## 4.4           Resignation andRemoval of Officers.  Any officer mayresign at any time by delivering his resignation in writing to the president orsecretary of the corporation, to take effect

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at the time specified in the resignation.  Any officer elected by the Board or by acommittee or appointed by an executive officer may be removed by the Boardeither with or without cause.

## 4.5           Vacancies.  A vacancy in any office may be filled for theunexpired term in the manner prescribed in Sections 4.2 and 4.3 of theseby-laws for election to the office.

## 4.6           Chief ExecutiveOfficer.  Subject to the control ofthe Board, the chief executive officer shall have such powers and duties aschief executive officers usually have or as the Board assigns to him.  Unless otherwise specified by the chiefexecutive officer or the Board, the other executive officers of the corporationshall report to the chief executive officer. In the absence of the Chairman and Vice Chairman of the Board, the chiefexecutive officer shall preside at all meetings of the Board and of theshareholders.

## 4.7           President.  The Board shall elect a president.  In the event the president is not the same aschief executive officer, the president shall have such powers as shall beassigned to him by the chief executive officer.

## 4.8           Vice President.  Each vice president shall have such powersand duties as the Board or the president assigns to him.

## 4.9           Treasurer.  The treasurer shall be the chief accountingand financial officer of the corporation and shall be in charge of thecorporation’s books and accounts. Subject to the control of the Board, he shall have such other powers andduties as the Board or the president assigns to him.

## 4.10         Secretary.  The secretary shall be the secretary of, andkeep the minutes of, all meetings of the Board and of the shareholders, shallbe responsible for giving notice of all meetings of shareholders and of theBoard, and shall keep the seal and, when authorized by the Board, apply it toany instrument requiring it.  Subject tothe control of the Board, he shall have such other powers and duties as theBoard or the president assigns to him. In the absence of the secretary from any meeting, the minutes shall bekept by the person appointed for that purpose by the presiding officer.

## 4.11         Salaries.  The Board may fix the officers’ salaries, ifany, or it may authorize the president to fix the salary of any other officer.

# 5.             SHARES.

## 5.1           Certificates.  The corporation’s shares shall be representedby certificates in the form approved by the Board.  Each certificate shall be signed by theChairman of the Board, chief executive officer or the president or a vicepresident, and by the treasurer or an assistant treasurer, or the secretary oran assistant secretary of the corporation, and may be sealed with thecorporation’s seal or a facsimile of the seal. If the certificate is countersigned by a transfer agent or registrar,who is not an officer or employee of the corporation, any and all othersignatures may be facsimiles.

## 5.2           Transfers.  Shares shall be transferable only on thecorporation’s books, upon surrender of the certificate for the shares, properlyendorsed.  The Board may require satisfactory

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surety before issuing a new certificate to replace acertificate claimed to have been lost or destroyed.

## 5.3           Determination ofShareholders of Record.  The Boardmay fix, in advance, a date as the record date for the determination ofshareholders entitled to notice of or to vote at any meeting of theshareholders, or to express consent to or dissent from any proposal without ameeting, or to receive payment of any dividend or the allotment of any rights,or for the purpose of any other action.

# 6.             MISCELLANEOUS.

## 6.1           Seal.  The Board shall adopt a corporate seal, whichshall be in the form of a circle and shall bear the corporation’s name and theyear and state in which it was incorporated.

## 6.2           Fiscal and TaxYear.  The Board may determine thecorporation’s fiscal year.  Until changedby the Board, the corporation’s fiscal year and tax year shall be fromJanuary 1 to December 31 of each year.

## 6.3           Voting of Sharesin Other Corporations.  Shares inother corporations which are held by the corporation may be represented andvoted by the president or a vice president of this corporation or by proxy orproxies appointed by one of them.  TheBoard may, however, appoint some other person to vote the shares.

## 6.4           Amendments.  By-laws may be amended, repealed or adoptedby the shareholders or by a majority of the entire Board, but any by-lawadopted by the Board may be amended or repealed by the shareholders.

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