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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

# FORM 10-Q

# QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended:   July 2, 2005

Commission file number:     1-11908

|Department 56, Inc.                                   
|------------------------------------------------------
|(Exact name of registrant as specified in its charter)

|Delaware                                                       | 13-3684956                         
|-------------------------------------------------------------- | -----------------------------------
|(State or other jurisdiction of incorporation or organization) | (I.R.S. EmployerIdentification No.)

|One Village Place, 6436 City West Parkway, Eden Prairie, MN 55344
|-----------------------------------------------------------------
|(Address of principal executive offices)(Zip Code)               

|(952) 944-5600                                      
|----------------------------------------------------
|(Registrants telephone number, including area code)

Indicate by check mark
whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.

Yes  X    No

Indicate by check mark
whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act).

Yes  X    No

As of July 29, 2005,
13,789,248 shares of the registrants common stock, par value $.01 per share, were outstanding.

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# PART I  FINANCIAL INFORMATION

# Item 1.   Financial Statements

# DEPARTMENT 56, INC. AND SUBSIDIARIES

# CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
(In thousands)

# ASSETS

|                                          | JULY 2,2005 |  | JANUARY 1,2005 |         | JULY 3,2004
|----------------------------------------- | ----------- |  | -------------- | ------- | -----------
|CURRENT ASSETS:                           |             |  |                |         |            
|Cash and cash equivalents                 |             |  | $              | 10,858  |            
|Short-term investments                    |             |  |                | 10,000  |            
|Accounts receivable, net                  |             |  |                | 43,370  |            
|Inventories                               |             |  |                | 28,083  |            
|Deferred taxes                            |             |  |                | 3,943   |            
|Other current assets                      |             |  |                | 3,951   |            
|                                          |             |  |                |         |            
|Total current assets                      |             |  |                | 100,205 |            
|                                         
|PROPERTY AND EQUIPMENT, net               |             |  |                | 14,639  |            
|GOODWILL                                  |             |  |                | 37,074  |            
|TRADEMARKS AND OTHER INTANGIBLES, net     |             |  |                | 14,347  |            
|MARKETABLE SECURITIES                     |             |  |                | 2,260   |            
|OTHER ASSETS                              |             |  |                | 105     |            
|                                          |             |  |                |         |            
|                                          |             |  | $              | 168,630 |            
|                                          |             |  |                |         |            
|                                         
|LIABILITIES AND STOCKHOLDERS EQUITY     
|                                         
|CURRENT LIABILITIES:                      |             | 
|Accounts payable                          |             |  | $              | 7,236   |            
|Accrued compensation and benefits payable |             |  |                | 2,274   |            
|Income tax payable                        |             |  |                | 2,525   |            
|Other current liabilities                 |             |  |                | 1,008   |            
|                                          |             |  |                |         |            
|Total current liabilities                 |             |  |                | 13,043  |            
|                                         
|DEFERRED COMPENSATION OBLIGATION          |             |  |                | 2,260   |            
|DEFERRED TAXES                            |             |  |                | 5,465   |            
|DEFERRED RENT                             |             |  |                | 685     |            
|STOCKHOLDERS EQUITY                      |             |  |                | 147,177 |            
|                                          |             |  |                |         |            
|                                          |             |  | $              | 168,630 |            
|                                          |             |  |                |         |            

See notes to condensed consolidated financial statements.

2

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# DEPARTMENT 56, INC. AND SUBSIDIARIES

# CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
(In thousands, except per share amounts)

|                                                      | 13 WEEKSENDEDJULY 2,2005 |  | 13 WEEKSENDEDJULY 3,2004
|----------------------------------------------------- | ------------------------ |  | ------------------------
|NET SALES                                             |                          |  | $                       
|COST OF SALES                                         |                          |  |                         
|                                                      |                          |  |                         
|Gross profit                                          |                          |  |                         
|                                                     
|OPERATING EXPENSES                                   |                          | 
|Selling, general, and administrative                  |                          |  |                         
|                                                      |                          |  |                         
|                                                     
|OPERATING INCOME FROM CONTINUING OPERATIONS           |                          |  |                         
|                                                     
|OTHER EXPENSE (INCOME):                              
|Interest expense                                      |                          |  |                         
|Litigation settlement                                 |                          |  |                         
|Other, net                                            |                          |  |                         
|                                                      |                          |  |                         
|                                                     
|INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES |                          |  |                         
|                                                     
|INCOME TAX EXPENSE                                    |                          |  |                         
|                                                      |                          |  |                         
|                                                     
|INCOME FROM CONTINUING OPERATIONS                     |                          |  |                         
|                                                      |                          |  |                         
|                                                     
|INCOME FROM DISCONTINUED OPERATIONS, NET OF TAX       |                          |  |                         
|                                                      |                          |  |                         
|                                                     
|NET INCOME                                            |                          |  | $                       
|                                                      |                          |  |                         
|                                                     
|INCOME PER SHARE  BASIC:                             |                          | 
|INCOME PER SHARE FROM CONTINUING OPERATIONS           |                          |  | $                       
|INCOME PER SHARE FROM DISCONTINUED OPERATIONS         |                          |  |                         
|                                                      |                          |  |                         
|                                                     
|NET INCOME PER SHARE  BASIC                          |                          |  | $                       
|                                                      |                          |  |                         
|                                                     
|INCOME PER SHARE  ASSUMING DILUTION:                 |                          | 
|INCOME PER SHARE FROM CONTINUING OPERATIONS           |                          |  | $                       
|INCOME PER SHARE FROM DISCONTINUED OPERATIONS         |                          |  |                         
|                                                      |                          |  |                         
|                                                     
|NET INCOME PER SHARE  ASSUMING DILUTION              |                          |  | $                       
|                                                      |                          |  |                         
|                                                     
|WEIGHTED AVERAGE SHARES OUTSTANDING:                  |                          | 
|BASIC                                                 |                          |  |                         
|ASSUMING DILUTION                                     |                          |  |                         

See notes to condensed consolidated financial statements.

3

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# DEPARTMENT 56, INC. AND SUBSIDIARIES

# CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
(In thousands, except per share amounts)

|                                                      | 26 WEEKSENDEDJULY 2,2005 |  | 26 WEEKSENDEDJULY 3,2004
|----------------------------------------------------- | ------------------------ |  | ------------------------
|NET SALES                                             |                          |  | $                       
|COST OF SALES                                         |                          |  |                         
|                                                      |                          |  |                         
|Gross profit                                          |                          |  |                         
|                                                     
|OPERATING EXPENSES                                  
|Selling, general, and administrative                  |                          |  |                         
|                                                      |                          |  |                         
|                                                     
|OPERATING INCOME FROM CONTINUING OPERATIONS           |                          |  |                         
|                                                     
|OTHER EXPENSE (INCOME):                              
|Interest expense                                      |                          |  |                         
|Litigation settlement                                 |                          |  |                         
|Other, net                                            |                          |  |                         
|                                                      |                          |  |                         
|                                                     
|INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES |                          |  |                         
|                                                     
|INCOME TAX EXPENSE                                    |                          |  |                         
|                                                      |                          |  |                         
|                                                     
|INCOME FROM CONTINUING OPERATIONS                     |                          |  |                         
|                                                      |                          |  |                         
|                                                     
|LOSS FROM DISCONTINUED OPERATIONS, NET OF TAX         |                          |  |                         
|                                                      |                          |  |                         
|                                                     
|NET INCOME                                            |                          |  | $                       
|                                                      |                          |  |                         
|                                                     
|INCOME PER SHARE  BASIC:                             |                          | 
|INCOME PER SHARE FROM CONTINUING OPERATIONS           |                          |  | $                       
|LOSS PER SHARE FROM DISCONTINUED OPERATIONS           |                          |  |                         
|                                                      |                          |  |                         
|                                                     
|NET INCOME PER SHARE  BASIC                          |                          |  | $                       
|                                                      |                          |  |                         
|                                                     
|INCOME PER SHARE  ASSUMING DILUTION:                 |                          | 
|INCOME PER SHARE FROM CONTINUING OPERATIONS           |                          |  | $                       
|LOSS PER SHARE FROM DISCONTINUED OPERATIONS           |                          |  |                         
|                                                      |                          |  |                         
|                                                     
|NET INCOME PER SHARE  ASSUMING DILUTION              |                          |  | $                       
|                                                      |                          |  |                         
|                                                     
|WEIGHTED AVERAGE SHARES OUTSTANDING:                  |                          | 
|BASIC                                                 |                          |  |                         
|ASSUMING DILUTION                                     |                          |  |                         

See notes to condensed consolidated financial statements.

4

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# DEPARTMENT 56, INC. AND SUBSIDIARIES

# CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS  (UNAUDITED)
(In thousands)

|                                                   | 26 WEEKSENDEDJULY 2,2005 |  | 26 WEEKSENDEDJULY 3,2004
|-------------------------------------------------- | ------------------------ |  | ------------------------
|CASH FLOWS FROM OPERATING ACTIVITIES              |                          |  |                         
|Net cash used in operating activities              |                          |  | $                       
|                                                  
|CASH FLOWS FROM INVESTING ACTIVITIES:             
|Purchases of property and equipment                |                          |  |                         
|Net sale of available-for-sale securities          |                          |  |                         
|                                                   |                          |  |                         
|Net cash provided by investing activities          |                          |  |                         
|                                                   |                          |  |                         
|                                                  
|CASH FLOWS FROM FINANCING ACTIVITIES:             
|Proceeds from the exercise of common stock options |                          |  |                         
|Purchases of treasury stock                        |                          |  |                         
|                                                   |                          |  |                         
|Net cash provided by financing activities          |                          |  |                         
|                                                   |                          |  |                         
|                                                  
|Net cash provided by operating activities of      
|discontinued operations                            |                          |  |                         
|                                                   |                          |  |                         
|                                                  
|NET DECREASE IN CASH AND                           |                          | 
|CASH EQUIVALENTS                                   |                          |  |                         
|                                                  
|CASH AND CASH EQUIVALENTS AT BEGINNING            
|OF PERIOD                                          |                          |  |                         
|                                                   |                          |  |                         
|                                                  
|CASH AND CASH EQUIVALENTS AT END                   |                          | 
|OF PERIOD                                          |                          |  | $                       
|                                                   |                          |  |                         
|                                                  
|SUPPLEMENTAL DISCLOSURES OF CASH                  
|FLOW INFORMATION                                 
|Depreciation expense                               |                          |  | $                       
|Cash paid (received) for:                         
|Interest                                           |                          |  |                         
|Income taxes                                       |                          |  |                         

See notes to condensed consolidated financial statements.

5

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# DEPARTMENT 56, INC. AND SUBSIDIARIES

# NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(In thousands, except per share amounts)

# 1.    Basis of Presentation

The accompanying condensed
consolidated balance sheet as of January 1, 2005 was derived from the audited consolidated balances as of that date. The remaining
accompanying condensed consolidated financial statements are unaudited and, in the opinion of management, include all adjustments
necessary for a fair presentation.

The results of operations for
the quarter and 26 weeks ended July 2, 2005 are not necessarily indicative of the results for the full fiscal year. It is
suggested that these financial statements be read in conjunction with the consolidated financial statements and notes thereto
included in the 2004 Annual Report to Stockholders and Annual Report on Form 10-K as filed by Department 56, Inc. (the Company)
with the Securities and Exchange Commission. Comprehensive income for the periods ended July 2, 2005 and July 3, 2004 was
equivalent to reported net income.

Reclassifications
 Certain prior year amounts have been reclassified to conform to the current year presentation. These reclassifications had
no impact on net income or retained earnings as presented.

Auction rate securities,
previously classified as cash and cash equivalents, are now classified as short-term investments for all periods presented. The
Company classifies these short-term investments as available for sale securities under SFAS No. 115. As of July 2,
2005, January 1, 2005, and July 3, 2004, auction rate securities were $10,000, $11,150, and $1,000, respectively.

Deferred rent, previously
fully classified in accounts payable, is now presented with its non-current portion as a separately captioned non-current
liability for all periods presented. Certain of the Companys operating leases contain predetermined fixed escalations of
minimum rentals during the original lease terms. For these leases, the Company recognizes the related rent expense on a
straight-line basis over the life of the lease and records the difference between the amounts charged to operations and amounts
paid as deferred rent in accordance with SFAS No. 13. The Company also receives certain lease incentives in conjunction with
entering into operating leases. These lease incentives, which are typically in the form of cash or rent abatements, are recorded
as deferred rent at the beginning of the lease term or when certain performance criteria articulated in the lease are met and
recognized as a reduction of rent expense over the lease term. As of July 2, 2005, January 1, 2005, and July 3, 2004, deferred
rent, including current portion, was $839, $961, and $1,093, respectively.

# 2.    Income per Common Share

Net income per common share
is calculated by dividing net income by the weighted average number of shares outstanding during the period. Net income per common
share assuming dilution reflects per share amounts that would have resulted had the Companys dilutive outstanding stock
options been converted to common stock. Restricted stock is considered outstanding on the date the stock becomes vested when
computing net income per common share  basic. Restricted stock, to the extent it is probable that the stock will become
vested, is considered outstanding on the grant date when computing net income per common share  assuming dilution.

6

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# 3.    Litigation Settlement

On May 5, 2004, the Company
agreed to settle tort and warranty claims it brought against a third party. Under the settlement, the Company received net cash
proceeds (before income taxes) of $6,871.

# 4.    Discontinued Operations

In December 2003, the Company
committed to a plan to cease operations of its Geppeddo seasonal kiosk business. Geppeddo ceased operations during the first
quarter of 2004, and in accordance with SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets, the
Company has classified Geppeddos results in discontinued operations for all periods presented. Geppeddos sales for the
first half of 2004 were $3,396 all of which were recorded in the first quarter.

# 5.    Stock-Based Compensation

The Company accounts for its
stock option plans using the intrinsic value method and has adopted the disclosure only provisions of SFAS No. 123, as
amended by SFAS No. 148, Accounting for Stock-Based Compensation  Transition and Disclosure. Accordingly, no
compensation cost has been recognized for stock options granted. Had compensation cost been determined based upon fair value
(using the Black-Scholes option-pricing method) at the grant date for awards under these plans, the Companys net income and
income per share would have been reduced as follows:

|                                                     | 13 WEEKSENDEDJULY 2,2005 |  | 13 WEEKSENDEDJULY 3,2004 |       | 26 WEEKSENDEDJULY 2,2005 |   | 26 WEEKSENDEDJULY 3,2004
|---------------------------------------------------- | ------------------------ |  | ------------------------ | ----- | ------------------------ | - | ------------------------
|Net income:                                          |                          |  |                          |       |                          |   |                         
|As reported                                          |                          |  | $                        | 4,120 |                          | $ | 13,413                  
|Stock-based compensation, net of related tax effects |                          |  |                          | (311  | )                        |   | (789                    
|                                                     |                          |  |                          |       |                          |   |                         
|Pro forma                                            |                          |  | $                        | 3,809 |                          | $ | 12,624                  
|                                                     |                          |  |                          |       |                          |   |                         
|                                                    
|Net income per common share  basic:                 |                          | 
|As reported                                          |                          |  | $                        | 0.30  |                          | $ | 1.01                    
|Pro forma                                            |                          |  |                          | 0.28  |                          |   | 0.95                    
|                                                    
|Net income per common share  assuming dilution:     |                          | 
|As reported                                          |                          |  | $                        | 0.30  |                          | $ | 0.99                    
|Pro forma                                            |                          |  |                          | 0.28  |                          |   | 0.93                    

7

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# 6.    Goodwill and Other Intangible Assets

The Company accounts for its
goodwill and other intangible assets under SFAS No. 142, Goodwill and Other Intangible Assets. The Company has determined
that its trademarks are indefinite-lived intangible assets.

In accordance with SFAS No. 142, the Company will continue to amortize its
finite-lived intangible assets, which currently consist of non-compete agreements. Amortization of non-compete agreements was $35
for the second quarter and $70 for the first half of both 2004 and 2005. Expected annual amortization expense for non-compete
agreements recorded as of January 1, 2005 is as follows:

|2005       |  |  | $ | 140 | 
|---------- |  |  | - | --- | 
|2006       |  |  |   | 140 | 
|2007       |  |  |   | 140 | 
|2008       |  |  |   | 140 | 
|2009       |  |  |   | 96  | 
|Thereafter |  |  |   |    | 
|           |  | 
|           |  |  | $ | 656 | 
|           |  | 

The above amortization
expense forecast is an estimate. Actual amounts of amortization expense may differ from estimated amounts due to additional
intangible asset acquisitions, impairment of intangible assets, accelerated amortization of intangible assets, and other events.

Included in Goodwill and
Trademarks and Other Intangibles on the Companys condensed consolidated balance sheets as of July 2, 2005, January 1, 2005
and July 3, 2004, are the following acquired intangible assets for the wholesale segment (net of accumulated amortization).
Accumulated amortization of non-compete agreements was $2,119, $2,049 and $1,979 as of July 2, 2005, January 1, 2005 and July 3,
2004, respectively.

|                       | JULY 2,2005 |  | JANUARY 1,2005 |        | JULY 3,2004
|---------------------- | ----------- |  | -------------- | ------ | -----------
|Goodwill               |             |  | $              | 37,074 |            
|Trademarks             |             |  |                | 13,761 |            
|Non-compete agreements |             |  |                | 586    |            
|                       |             |  |                |        |            
|                       |             |  | $              | 51,421 |            
|                       |             |  |                |        |            

8

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# 7.    Segments of the Company and Related Information

The Company has two
reportable segments  Wholesale and Retail. Although the product produced and sold for each segment is similar, the type of
customer for the product and the method used to distribute the product are different. The segmentation of these operations also
reflects how the Companys chief executive officer (the CEO) currently reviews the results of these operations. Operating
income (loss) from continuing operations for each operating segment includes specifically identifiable operating costs such as
cost of sales and selling expenses. General and administrative expenses are generally not allocated to specific operating segments
and are therefore reflected in the corporate category. Other components of the statement of operations, which are classified below
operating income (loss) from continuing operations, are also not allocated by segment. In addition, the Company does not account
for or report assets, capital expenditures or depreciation and amortization by segment. All transactions between operating
segments have been eliminated and are not included in the following table.

|(In thousands)             | 13 WEEKSENDEDJULY 2,2005 |  | % ofNet Sales |        | 13 WEEKSENDEDJULY 3,2004 |  | % ofNet Sales |   | 26 WEEKSENDEDJULY 2,2005 |        | % ofNet Sales |  | 26 WEEKSENDEDJULY 3,2004 |   | % ofNet Sales
|-------------------------- | ------------------------ |  | ------------- | ------ | ------------------------ |  | ------------- | - | ------------------------ | ------ | ------------- |  | ------------------------ | - | -------------
|WHOLESALE:                 |                          |  |               |        |                          |  |               |   |                          |        |               |  |                          |   |              
|Village sales              |                          |  | $             | 15,070 |                          |  | 43            | % | $                        | 25,077 |               |  | 53                       | % | $            
|Giftware sales             |                          |  |               | 19,729 |                          |  | 57            |   |                          | 22,226 |               |  | 47                       |   |              
|                           |                          |  |               |        |                          |  |               |   |                          |        |               |  |                          |   |              
|                          
|Net sales                  |                          |  | $             | 34,799 |                          |  | 100           |   | $                        | 47,303 |               |  | 100                      |   | $            
|Gross Margin               |                          |  |               | 16,480 |                          |  | 47            |   |                          | 25,463 |               |  | 54                       |   |              
|Selling expenses           |                          |  |               | 3,249  |                          |  | 9             |   |                          | 3,591  |               |  | 8                        |   |              
|Operating income          
|from continuing operations |                          |  |               | 13,231 |                          |  | 38            |   |                          | 21,872 |               |  | 46                       |   |              
|                          
|RETAIL:                    |                          | 
|Net sales                  |                          |  | $             | 2,086  |                          |  | 100           |   | $                        | 1,677  |               |  | 100                      |   | $            
|Gross Margin               |                          |  |               | 1,159  |                          |  | 56            |   |                          | 1,024  |               |  | 61                       |   |              
|Selling expenses           |                          |  |               | 1,718  |                          |  | 82            |   |                          | 1,933  |               |  | 115                      |   |              
|Operating loss             |                          | 
|from continuing operations |                          |  |               | (559   | )                        |  | (27           | ) |                          | (909   | )             |  | (54                      | ) |              
|                          
|CORPORATE                
|Unallocated general and    |                          | 
|administrative expenses    |                          |  | $             | 6,246  |                          |  |               |   | $                        | 6,956  |               |  |                          |   | $            
|                          
|CONSOLIDATED:             
|Net sales                  |                          |  | $             | 36,885 |                          |  | 100           |   | $                        | 48,980 |               |  | 100                      |   | $            
|Operating income from     
|continuing operations      |                          |  |               | 6,426  |                          |  | 17            |   |                          | 14,007 |               |  | 29                       |   |              

9

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# 8.    New Accounting Pronouncements

In December 2004, the FASB
issued SFAS No. 123R (revised 2004), Share-Based Payment, which replaces SFAS No. 123, Accounting for Stock-Based
Compensation, and supersedes APB Opinion No. 25, Accounting for Stock Issued to Employees. On April 14, 2005, the U.S.
Securities and Exchange Commission (the SEC) announced a deferral of the effective date of SFAS 123(R) which will
require our adoption in the first quarter of 2006. SFAS No. 123R requires all share-based payments to employees, including grants
of employee stock options, to be recognized in the financial statements based on their fair values. The pro forma disclosures
previously permitted under SFAS No. 123 no longer will be an alternative to financial statement recognition. Under
SFAS No. 123R, we must determine the appropriate fair value model to be used for valuing share-based payments, the
amortization method for compensation cost and the transition method to be used at date of adoption. The transition methods include
modified prospective and modified retrospective adoption options. Under the modified retrospective option, prior periods may be
restated either as of the beginning of the year of adoption or for all periods presented. The modified prospective method requires
that compensation expense be recorded for all unvested stock options and restricted stock at the beginning of the first quarter of
adoption of SFAS 123R, while the retroactive methods would record compensation expense for all unvested stock options and
restricted stock beginning with the first period restated. We are evaluating the requirements of SFAS No. 123R and expect
that the adoption of SFAS No. 123R will have a material impact on our consolidated results of operations and earnings per
share. We have not yet determined the method of adoption or the effect of adopting SFAS No. 123R.

# 9.    Subsequent Event

As indicated on Form 8K dated
July 22, 2005, the Company entered into a definitive stock purchase agreement with Brown-Forman Corporation, a Delaware
Corporation, to acquire all of the outstanding stock of Lenox, Inc., a New Jersey corporation, from Brown-Forman, for $190.0
million in cash, subject to a post-closing working capital adjustment. Early termination of applicable waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, has been granted. Closing of the acquisition is subject to
obtaining financing (as to which the Company has secured a commitment letter) and certain other customary conditions to closing,
including the accuracy of the representations and warranties in the agreement. The transaction is expected to close in the third
calendar quarter of 2005.

10

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# Item 2.    Managements Discussion and Analysis of Financial Condition and Results of Operations

# RESULTS OF OPERATIONS

This Item should be read in
conjunction with the segment financial table presented in Note 7 to the Condensed Consolidated Financial Statements. Other
components of the statement of operations which are classified below income from operations (i.e. interest expense, provision for
income taxes, etc.) are not allocated by segment and are discussed separately.

Comparison of Results of Operations for the Quarter Ended July 2,
2005 to the Quarter Ended July 3, 2004.

Wholesale

Net sales decreased $12.5
million, or 26%, from $47.3 million in 2004 to $34.8 million in 2005. The decrease in wholesale sales was principally due to a
reduction in product shipments as a result of the decline in the Companys wholesale order rate. Wholesale shipments in the
second quarter were also impacted by the shift in the Companys order mix from independent gift retailers to department store
and national accounts. The Company should benefit from this shift in the third quarter when it typically ships department store
and national accounts.

Gross profit as a percentage
of net sales was 54% and 47% in the second quarter of 2004 and 2005, respectively. The decrease in the gross profit percentage was
principally due to the Companys more aggressive pricing of many of its new items and its decision not to pass on cost
increases on some of its existing items.

Selling expenses were $3.6
million or 8% of sales in 2004 compared to $3.2 million or 9% of sales in 2005. The decrease in selling expenses was principally
due to a decrease in commissions and sales and showroom expenses.

Operating income from
continuing operations decreased from $21.9 million in 2004 to $13.2 million in 2005. The decrease in operating income was
principally due to the reduction in product shipments as explained above.

Retail

Net sales increased $0.4
million, or 24%, from $1.7 million in 2004 to $2.1 million in 2005. The increase was principally due to increased Time to
Celebrate revenue.

Gross profit as a percentage
of net sales was 61% and 56% in the second quarter of 2004 and 2005, respectively. The decrease in the gross profit percentage was
due to higher markdowns and lower wholesale product margins as explained above.

Selling expenses were $1.9
million in 2004 compared to $1.7 million in 2005. The decrease in selling expenses was principally due to lower employee incentive
expense.

11

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Operating loss from
continuing operations decreased from $0.9 million in 2004 to $0.6 million in 2005. The decrease in loss from continuing operations
was principally due to lower selling expenses as explained above.

Corporate

Unallocated general and
administrative expense was $7.0 million in the second quarter of 2004 compared to $6.2 million in 2005. The decrease was
principally due to lower employee incentive expense.

Provision for Income Taxes

The effective income tax rate
was 36% during the second quarter of both 2004 and 2005.

Income from Discontinued Operations, Net of Tax

The Company completed the
closing of its Geppeddo subsidiary during the first quarter of 2004 and classified its results as discontinued operations for all
periods presented. The income from discontinued operations in the second quarter of 2004 is due to actual costs being less than
estimated.

Comparison of Results of Operations for the 26 Weeks Ended July 2, 2005 to the 26 Weeks Ended July 3, 2004.

Wholesale

Net sales decreased $13.0
million, or 20%, from $66.1 million in 2004 to $53.1 million in 2005. The decrease in wholesale sales was principally due to a
reduction in product shipments as a result of the decline in the Companys wholesale order rate.

Gross profit as a percentage
of net sales was 53% and 46% in the first half of 2004 and 2005, respectively. The decrease in the gross profit percentage was
principally due to the Companys more aggressive pricing of many of its new items and its decision not to pass on cost
increases on some of its existing items as well as an increase of $0.8 million in the provision for excess inventory recorded in
the first quarter of 2005 as a result of lower wholesale orders.

Selling expenses were $6.6
million or 10% of sales in 2004 compared to $6.4 million or 12% of sales in 2005. The decrease in selling expenses was principally
due to a decrease in commissions and sales and showroom expenses of $0.7 million, offset by a $0.6 million increase in the
provision for doubtful accounts.

12

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Operating income from
continuing operations decreased from $28.5 million in 2004 to $18.1 million in 2005. The decrease in operating income was
principally due to the reduction in product shipments as explained above.

Retail

Net sales increased $0.7
million, or 21%, from $3.2 million in 2004 to $3.9 million in 2005. Approximately one half of the increase was due to increased
Time to Celebrate revenue with the remaining increase principally due to the opening of a new retail store in June 2004 (which
operated during the entire first half of 2005, but only a portion of the first half of 2004).

Gross profit as a percentage
of net sales was 61% and 53% in the first half of 2004 and 2005, respectively. The decrease in the gross profit percentage was due
to higher markdowns and lower wholesale product margins as explained above.

Selling expenses were $3.7
million in 2004 compared to $3.8 million in 2005. The increase in selling expenses was principally due to in the opening of the
new retail store in June 2004.

Operating loss from
continuing operations decreased from $1.8 million in 2004 to $1.7 million in 2005. The decrease in loss from operations was
principally due to higher sales as explained above.

Corporate

Unallocated general and
administrative expense was $14.8 million in the first half of 2004 compared to $14.1 in the first half of 2005. The decrease was
principally due to lower employee incentive expense.

Provision for Income Taxes

The effective income tax rate
was 36% during the first half of both 2004 and 2005.

Loss from Discontinued Operations, Net of Tax

The Company completed the
closing of its Geppeddo subsidiary during the first quarter of 2004 and classified its results as discontinued operations for all
periods presented.

13

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# SEASONALITY AND WHOLESALE CUSTOMER ORDERS

# Wholesale Customer Orders Entered (1)(In millions)

|                                                                                                                                                                                                                                                                                                                                                                                                                             | 1stQtr |  | 2ndQtr |     | 3rdQtr |   | 4thQtr |  | Total
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------ |  | ------ | --- | ------ | - | ------ |  | -----
|2003                                                                                                                                                                                                                                                                                                                                                                                                                         |        |  | $      | 104 |        | $ | 34     |  | $    
|2004                                                                                                                                                                                                                                                                                                                                                                                                                         |        |  |        | 101 |        |   | 30     |  |      
|2005                                                                                                                                                                                                                                                                                                                                                                                                                         |        |  |        | 85  |        |   | 23     |  |      
|                                                                                                                                                                                                                                                                                                                                                                                                                            
|(1)    Customer
orders entered are orders received and approved by the Company, net of any cancellation for various reasons including credit
considerations, inventory stock-outs, and customer requests. Customer orders entered do not include freight and other revenue
adjustments, which are included in net sales. Additionally, wholesale customer orders entered exclude orders from company-operated
retail stores.

Wholesale customer orders
decreased $22.1 million, or 17%, from $130.6 million in the first half of 2004 to $108.5 million in the first half of 2005. Orders
for the Companys Giftware products of $57.8 million were down 13% while Village product orders of $50.7 million were down
21%. Orders for both Giftware and Village products continue to be negatively impacted by cautious buying patterns and the
continued attrition among the Companys dealers.

Historically, due to the
timing of wholesale trade shows early in the calendar year, the Company has received the majority of its total annual wholesale
customer orders during the first quarter of each year. The Company entered 67% and 63% of its total net annual wholesale orders
during the first quarter of 2004 and 2003, respectively. Cancellations of total annual wholesale customer orders were 8% in 2004
and 7% in 2003. Orders not shipped in a particular year, net of cancellations, are carried into backlog for the following year and
have historically been orders for Spring and Easter products. The Companys backlog of wholesale customer orders was $69.2
million and $58.7 million at July 3, 2004 and July 2, 2005, respectively.

The Company receives
products, pays its suppliers and ships products throughout the year, although historically the majority of wholesale shipments
occur in the second and third quarters as retailers stock merchandise in anticipation of the holiday season. As a result of this
seasonal pattern, the Company generally records its highest wholesale sales during the second and third quarters of each year.
However, the Company can experience fluctuations in quarterly sales and related net income compared with the prior year due to the
timing of receipt of product from suppliers and subsequent shipment of product from the Company to customers, as well as the
timing of orders placed by customers. In addition, the Company recognizes the majority of its retail sales in the fourth quarter
during the peak holiday shopping season. The Company is not managed to maximize quarter-to-quarter results, but rather to achieve
annual objectives designed to achieve long-term growth consistent with the Companys business strategy.

14

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# LIQUIDITY AND CAPITAL RESOURCES

# Cash Flows from Operations

Net cash used in operating
activities increased $1.6 million, from $23.5 million in 2004 to $25.1 million in 2005, principally due to higher inventory
purchases and the $6.9 million net proceeds (before income taxes) received in the second quarter of 2004 as a result of the
Companys litigation settlement (see Note 3 to the condensed consolidated financial statements), partially offset by higher
cash collections, lower net income tax payments and decreased expenditures.

Accounts receivable, net of
reserves, which principally consists of wholesale trade receivables, decreased from $51.9 million at July 3, 2004 to $43.4 million
at July 2, 2005. Accounts receivable decreased due to the decrease in wholesale revenues.

Inventories increased from
$19.4 million at July 3, 2004 to $28.1 million at July 2, 2005. The increase was principally due to the timing of receipt of
wholesale inventory from overseas vendors.

Because the Companys
wholesale business is not capital intensive, the Company has historically not incurred significant capital expenditures. Capital
expenditures for the second quarter and first half of 2004 were $0.8 million and $1.2 million, respectively, compared to $0.4
million and $0.5 million in the second quarter and first half of 2005.

# Sources of Liquidity

The Companys primary
source of cash is the funds generated from operations. Additionally, the Company has a revolving credit facility available for
working capital and investment needs as described below. As part of the Companys planned acquisition as described in Note 9
to the Condensed Consolidated Financial Statements, the Company is currently negotiating a new credit facility that will replace
its existing credit facility which is not set to expire until November 2006. Based on current levels of operations, the Company
believes its funds generated from operations, its available cash, and its revolving credit facility (and contemplated replacement
credit facility) will be sufficient to finance any capital expenditures, contractual obligations or strategic initiatives in the
foreseeable future.

Consistent with customary
practice in the giftware industry, the Company offers extended payment terms to many of its wholesale customers. This practice has
typically created significant working capital requirements in the second and third quarters that the Company has generally
financed with its cash balances and/or seasonal borrowings under its revolving credit facility. The Companys cash and cash
equivalents and short-term investment balances peak early in the first quarter of the subsequent year, following the collection of
wholesale customer accounts receivable with extended payment terms and cash receipts from the Companys retail operations.

The Companys existing
revolving credit facility provides for borrowings of up to $75 million, which may be in the form of letters of credit and
revolving credit loans. The letters of credit are issued primarily in connection with inventory purchases. Borrowings under the
credit agreement are subject to certain borrowing base limitations (as defined in the agreement). The Companys borrowing
capacity under the revolving credit facility as of July 2, 2005 was $36.7 million and will fluctuate during 2005 based on accounts
receivable and inventory levels. The credit agreement includes restrictions as to, among other things, the amount of additional
indebtedness, liens, contingent obligations, investments and dividends. Under the most restrictive of these covenants,
approximately $244 million of the Companys $303 million retained earnings balance at July 2, 2005 were restricted. The
credit agreement also requires maintenance of minimum levels of interest coverage, net worth and maximum levels of leverage, in
each case at the end of each fiscal quarter. None of these restrictions, nor any contemplated restrictions under the replacement
credit facility currently being negotiated, are expected to have a material adverse effect on the Companys ability to
operate in the foreseeable future.

15

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# OFF-BALANCE SHEET ARRANGEMENTS

The Company does not have
off-balance sheet arrangements.

# CONTRACTUAL OBLIGATIONS

The Company had open purchase
orders to suppliers of $11.8 million at the end of the second quarter of 2005 compared to $8.3 million and $14.4 million at
January 1, 2005 and July 3, 2004, respectively. The Company had unearned royalty guarantees of $0.8 million at the end of the
second quarter of 2005 compared to $1.4 million and $0.5 at January 1, 2005 and July 3, 2004, respectively. There were no other
material changes in contractual obligations from those disclosed in the Companys 2004 Annual Report on Form 10-K.

# WHOLESALE CREDIT AND RETURN POLICIES

The Company has credit
policies that establish specific criteria related to creditworthiness that its customers must meet prior to the shipment of
product to the customer. The Company periodically makes limited and selective exceptions to its policy of not shipping to
customers with overdue balances when the particular customer has met specific criteria, which are indicative of a wherewithal and
willingness to pay their past due and future balances.

The Company does not accept
returns from wholesale customers without its prior authorization. Returns are typically accepted only for damaged or defective
goods, or shipping discrepancies. The Company reserves the right to refuse authorization of any returns and to discard any
unauthorized returns. If the Company accepts an unauthorized return or if a return is the result of a customer error, the
wholesale customer may be subject to a handling charge. The Company reserves the right to cancel open orders or backorders for
those wholesale customers who abuse or excessively use return privileges.

# CRITICAL ACCOUNTING POLICIES

Our consolidated financial
statements are prepared in accordance with generally accepted accounting principles of the United States. In connection with the
preparation of the financial statements, we are required to make assumptions, estimates and apply judgment that affect the
reported amounts of assets, liabilities, revenue, expenses and related disclosures. The Company bases its assumptions, estimates
and judgments on historical experience, current trends and other factors that management believes to be relevant at the time the
consolidated financial statements are prepared. On a regular basis, management reviews the accounting policies, assumptions,
estimates and judgments to ensure that our financial statements are presented fairly and in accordance with generally accepted
accounting principles. However, because future events and their effects cannot be determined with certainty, actual results could
differ from our assumptions and estimates, and such differences could be material.

16

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The following accounting
policies are the accounting policies that management believes require the most difficult, subjective or complex judgments about
matters that are inherently uncertain:

Sales Returns and
Credits  An allowance is established for credits related to possible returned or damaged product, pricing and shipping
discrepancies. The amount of the allowance is based on historical ratios of credits to sales, the historical average length of
time between the sale and the credit, and other factors. Changes in customers behavior versus historical experience, changes
in product damage or defect rates, or changes in the Companys return policies are among the factors that would result in
materially different amounts for this item.

Inventory Valuation
 Inventory is valued at the lower of cost or net realizable value. The amount is determined by analyzing historical and
projected sales information, plans for discontinued products and other factors. The Company procures product based on forecasted
sales volume. If actual sales were significantly lower than forecasted sales due to unexpected economic or competitive conditions,
it could result in materially higher surplus and discontinued inventories.

Allowance for Doubtful
Accounts  An allowance is established for estimated uncollectible accounts receivable. The required allowance is
determined by reviewing customer accounts and making estimates of amounts that may be uncollectible. Factors considered in
determining the amount of the reserve include the age of the receivable, the financial condition of the customer, general
business, economic and political conditions, and other relevant facts and circumstances. Additionally, since the majority of the
Companys wholesale sales have dating terms which come due in November and December, the Company does not have visibility
into overdue balances for most of its wholesale customers until the fourth quarter of its fiscal year. Due to the seasonality of
the Companys business, the extended dating terms provided to customers and the relative size of accounts receivable balances
at year  end, it is not uncommon for the Company to experience fluctuations in the provision for bad debt expense from
quarter to quarter as the Company refines its estimate. Unexpected changes in the aforementioned factors would result in
materially different amounts for this item. In addition, results could be materially different if economic conditions worsened for
the Companys customers.

Valuation of Long-Lived
Assets  Long-lived assets on the Companys consolidated balance sheet consist primarily of property and equipment.
The Company periodically reviews the carrying value of these assets based, in part, upon projections of anticipated undiscounted
cash flows. Management undertakes this review when facts and circumstances suggest that cash flows emanating from those assets may
be diminished. Any impairment charge recorded reduces earnings. While the Company believes future estimates are reasonable,
different assumptions regarding items such as future cash flows and the volatility inherent in markets within which the Company
operates could affect evaluations and result in impairment charges against the carrying value of those assets.

17

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Valuation of Goodwill,
Trademarks and Other Intangible Assets  The Company evaluates goodwill, trademarks and other intangible assets on a
periodic basis. This evaluation relies on assumptions regarding estimated future cash flows and other factors to determine the
fair value of the respective assets. If these estimates or related assumptions change, the Company may be required to recognize
impairment charges.

Tax Contingencies
 The Company is periodically contacted or audited by federal and state tax authorities. These contacts or audits include
questions regarding the timing and amount of deductions and the allocation of income among various tax jurisdictions. In
evaluating the exposure associated with various filing positions, the Company records a reserve for estimated probable exposures.
The estimate of this reserve contains uncertainty because management must use judgment to estimate the exposure associated with
its various filing positions. To the extent the Company does not have to pay taxes for which reserves have been established or is
required to pay amounts in excess of its reserves, the Companys tax rate in a given financial period could be materially
impacted.

Notes concerning forward-looking statements:
Any conclusions or expectations expressed in, or drawn from, the statements in this filing concerning matters that are not
historical corporate financial results are forward-looking statements that involve risks and uncertainties. These
statements are based on managements estimates, assumptions and projections as of today and are not guarantees of future
performance. Actual results may vary materially from forward-looking statements and the assumptions on which they are based. The
Company undertakes no obligation to update or publish in the future any forward-looking statements. Please read the bases,
assumptions and factors set out in Item 7 in the Companys Form 10-K for 2004 dated March 17, 2005 and filed under the
Securities Exchange Act of 1934, all of which is incorporated herein by reference and applicable to the forward-looking statements
set forth herein.

# Item 3.    Quantitative and Qualitative Disclosures about Market Risk

There has been no significant
change in the Companys exposure to market risk since year end. The Companys risk is limited to interest rate risk
associated with investment balances and credit instruments as well as foreign currency exchange rate risk.

# Item 4.    Controls and Procedures

As of the end of the period
covered by this report, an evaluation was carried out under the supervision and with the participation of the Companys
management, including its Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of
the Companys disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange
Act of 1934). Based upon and as of the date of that evaluation, the Chief Executive Officer and Chief Financial Officer concluded
that those disclosure controls and procedures were effective.

There have been no changes in
the Companys internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act)
that have materially affected, or is reasonably likely to materially affect, the Companys internal control over financial
reporting.

18

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# PART II  OTHER INFORMATION

# Item 1.    Legal Proceedings

The following legal matter
became a reportable event during the quarter covered by this Form 10-Q. Ashley Seaberg v. Department 56, Inc. and Time to
Celebrate, U.S. District Court, District of Oregon, Case No. 04-CV-918MO, filed May 26, 2004. This is a product liability case
where plaintiff claims that a strand of flicker lights from defendant Time to Celebrate started a house fire. On May 16, 2005, the
court granted plaintiffs motion to amend the complaint to add a claim for $10 million in punitive damages. Trial is set for
October 2005.

# Item 4.    Submission of Matters to a Vote of Security Holders

The following matters were
submitted to a vote of security holders during the Companys Annual Meeting of Stockholders held on May 18, 2005.

Description of Matter:

|Election of Directors |                    |  | Votes CastFor |            | AuthorityWithheld
|--------------------- | ------------------ |  | ------------- | ---------- | -----------------
|                      | Susan E. Engel     |  |               | 13,184,712 |                  
|                      | James E. Bloom     |  |               | 13,101,833 |                  
|                      | Michael R. Francis |  |               | 13,185,702 |                  
|                      | Charles N. Hayssen |  |               | 13,185,012 |                  
|                      | Stewart M. Kasen   |  |               | 13,087,500 |                  
|                      | Reatha Clark King  |  |               | 13,164,419 |                  
|                      | Vin Weber          |  |               | 13,154,426 |                  

|   | For                                   |  | Against |  | Abstain    |  | BrokerNon-Votes
|-- | ------------------------------------- |  | ------- |  | ---------- |  | ---------------
|2. | Ratification of Deloitte & Touche LLP |  |         |  | 13,259,406 |  |                
|   | as independent registered             |  |        
|   | public accounting firm                |  |        

19

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# Item 6.    Exhibits

The following documents are
exhibits to this Report:

| |  | 3.1 |  | Restated Certificate of Incorporation of the Company.
(Incorporated herein by reference to Exhibit 3.1 of Registrants Quarterly Report on Form 10-Q for the quarter ended July 3,
1993. SEC File No. 1-11908.)
| |  | --- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | 3.2 |  | Certificate of Designation, Preferences and Rights of Series A
Junior Participating Preferred Stock of the Company. (Incorporated herein by reference to Exhibit 1.1 of Registrants
Amendment No. 1, dated May 12, 1997, to Registration Statement on Form 8-A, dated April 23, 1997. SEC File No. 1-11908.)
| |  | --- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | 3.3 |  | Restated By-Laws of the Company. (Incorporated herein by reference
to Exhibit 3.2 of Registrants Registration Statement on Form S-1, No. 33-61514 and to Exhibits 1 and 2 of Registrants
Current Report on Form 8-K dated February 15, 1996. SEC File No. 1-11908.)
| |  | --- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | 4.1 |  | Specimen Form of Companys Common Stock Certificate.
(Incorporated herein by reference to Exhibit 4.1 of Registrants Annual Report on Form 10-K for the fiscal year ended
December 31, 1994. SEC File No. 1-11908.)
| |  | --- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | 4.2 |  | Rights Agreement (including Exhibits A, B and C thereto) dated as
of April 23, 1997, between the Company and ChaseMellon Shareholder Services, L.L.C., as Rights Agent. (Incorporated herein by
reference to Exhibit 1 of Registrants Registration Statement on Form 8-A, dated April 23, 1997. SEC File No. 1-11908.)
| |  | --- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | 4.3 |  | First Amendment dated as of March 13, 1998, to Rights Agreement
between the Company and ChaseMellon Shareholder Services, L.L.C., as Rights Agent. (Incorporated herein by reference to Exhibit 1
to Registrants Amendment No. 2, dated March 16, 1998, to Registration Statement on Form 8-A, dated April 23, 1997. SEC File
No. 1-11908.)
| |  | --- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | 4.4 |  | Amendment No. 2 to Rights Agreement, dated as of February 25,
1999, between the Company and ChaseMellon Shareholder Services, L.L.C., as Rights Agent. (Incorporated herein by reference to
Exhibit 99.2 of Registrants Current Report on Form 8-K dated February 26, 1999. SEC File No. 1-11908.)
| |  | --- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | 4.5 |  | Letter Agreement Adopting the Rights Agreement, dated as of
March 14, 2005, between the Company and Wells Fargo Shareholder Services, as Rights Agent. (Incorporated herein by reference
to Exhibit 4.5 of Registrants Annual Report on Form 10-K for the fiscal year ended January 1, 2005. SEC File
No. 1-11908.)
| |  | --- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

20

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| |  | 11.1 |  | Computation of net income per share *
| |  | ---- |  | -------------------------------------

| |  | 31.1 |  | Certification of Chief Executive Officer pursuant to Section 302
of the Sarbanes-Oxley Act of 2002 *
| |  | ---- |  | ----------------------------------------------------------------------------------------------------

| |  | 31.2 |  | Certification of Chief Financial Officer pursuant to Section 302
of the Sarbanes-Oxley Act of 2002 *
| |  | ---- |  | ----------------------------------------------------------------------------------------------------

| |  | 32.1 |  | Officer Certification pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350 *
| |  | ---- |  | ---------------------------------------------------------------------------------------------------------

*  Filed herewith

21

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# 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
thereunto duly authorized.

|                         | DEPARTMENT 56, INC.                                                                                
|------------------------ | ---------------------------------------------------------------------------------------------------
|                        
|                        
|Date:   August 10, 2005  | /s/   Susan E. Engel                                                                               
|                         | Susan E. EngelChairwoman of the Board and Chief Executive Officer(Principal Executive Officer)     
|                        
|                        
|Date:    August 10, 2005 | /s/   Timothy J. Schugel                                                                           
|                         | Timothy J. SchugelChief Financial Officer and Executive Vice President(Principal Financial Officer)

22

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# EXHIBIT INDEX

|ExhibitNumber | ExhibitName                                                                                                  |  |  | 
|------------- | ------------------------------------------------------------------------------------------------------------ |  |  | 
|             
|11.1          | Computation of net income per share                                                                          | 
|             
|31.1          | Certification of Chief Executive Officer pursuant to Section 302      of the Sarbanes-Oxley Act of 2002      | 
|             
|31.2          | Certification of Chief Financial Officer pursuant to Section 302      of the Sarbanes-Oxley Act of 2002      | 
|             
|32.1          | Officer Certification pursuant to Section 906 of the Sarbanes-Oxley      Act of 2002, 18 U.S.C. Section 1350 | 

23

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