| Delaware                                                          |                                      |  36-4088307                  |
|------------------------------------------------------------------------|-------------------------------------------|-----------------------------------|
| (State or other jurisdiction of incorporation or organization)         |                                      | (IRS Employer Identification No.) |
|                                                                   |                                      |                              |
| 1111 W. 22nd Street, Suite 320, Oak Brook, Illinois               |                                      | 60523                             |
| (Address of principal executive offices)                               |                                      | (Zip Code)                        |
|                                                                   |                                      |                              |
| Registrant’s telephone number, including area code: 630-573-7200 |
|                                                                   |
| Securities registered pursuant to Section 12(b) of the Exchange Act:   |
| Title of each class                                          | Name of each exchange on which registered |
| Common Stock, Par Value $0.01 Per Share                                | The NASDAQ Stock Market              |

| Large accelerated filer [   ]          |  Accelerated filer [ X ]                                         |
|-------------------------------------------------------|-----------------------------------------------------------------------|
| Non-accelerated filer  [   ] | Smaller reporting company  [     ] |
| (Do not check if a smaller reporting company)         |                                                                  |

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| ● |   | Increased scope and frequency of testing for both incoming material and finished products, including testing of finished products from every production run.                                |
|---------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|    |   |                                                                                                                                                                                        |
| ● |   | A certification program for contract manufacturers and paint suppliers, including evidence that toy safety standards and quality control procedures are in place and operating effectively. |
|    |   |                                                                                                                                                                                        |
| ● |   | Mandatory paint control procedures for contract manufacturers, including certified independent lab test results of every batch of wet paint before the paint is released for production.    |
|    |   |                                                                                                                                                                                        |
| ● |   | Increased random inspections and audits of both manufacturers and their suppliers, including semi-annual audits and quarterly random inspections for key suppliers.                         |
|    |   |                                                                                                                                                                                        |
| ● |   | Zero tolerance for compromise on RC2 specifications reinforced by mandatory vendor compliance seminars and signed agreements.                                                               |

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| 3.1    |   | Amended and Restated Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1 of the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2002 (File No. 0-22635)).                                                                                               |
|--------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                    |
| 3.2    |   | First Amendment to Amended and Restated Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.2 of the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2002 (File No. 0-22635)).                                                                            |
|   |   |                                                                                                                                                                                                                                                                                                                    |
| 3.3    |   | Certificate of Ownership and Merger changing the Company’s name to Racing Champions Ertl Corporation (incorporated by reference to Exhibit 3.3 of the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2002 (File No. 0-22635)).                                                     |
|   |   |                                                                                                                                                                                                                                                                                                                    |
| 3.4    |   | Certificate of Ownership and Merger changing the Company’s name to RC2 Corporation (incorporated by reference to Exhibit 3.4 of the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2003 (File No. 0-22635)).                                                                       |
|   |   |                                                                                                                                                                                                                                                                                                                    |
| 3.5    |   | Amended and Restated By-Laws of the Company (incorporated by reference to Exhibit 3.5 of the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2004 (File No. 0-22635)).                                                                                                                    |
|   |   |                                                                                                                                                                                                                                                                                                                    |
| 10.1*  |   | Employment Agreement, dated April 1, 2008, between the Company and Curtis W. Stoelting (incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2008 (File No. 0-22635)).                                                                        |
|   |   |                                                                                                                                                                                                                                                                                                                    |
| 10.2*  |   | Employment Agreement, dated April 1, 2008, between the Company and Peter J. Henseler (incorporated by reference to Exhibit 10.2 of the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2008 (File No. 0-22635)).                                                                          |
|   |   |                                                                                                                                                                                                                                                                                                                    |
| 10.3*  |   | Employment Agreement, dated November 5, 2008, between the Company and Peter A. Nicholson (incorporated by reference to Exhibit 99.1 of the Company’s Current Report on Form 8-K dated November 5, 2008 (File No. 0-22635) filed by the Company with the Securities and Exchange Commission on November 10, 2008). |
|   |   |                                                                                                                                                                                                                                                                                                                    |
| 10.4*  |   | Employment Agreement, dated April 1, 2008, between the Company and Helena Lo (incorporated by reference to Exhibit 10.4 of the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2008 (File No. 0-22635)).                                                                                  |
|   |   |                                                                                                                                                                                                                                                                                                                    |
| 10.5*  |   | Employment Agreement, dated April 1, 2008, between the Company and Gregory J. Kilrea (incorporated by reference to Exhibit 10.5 of the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2008 (File No. 0-22635)).                                                                          |
|   |   |                                                                                                                                                                                                                                                                                                                    |
| 10.6*  |   | RC2 Corporation 2005 Stock Incentive Plan, as amended (incorporated by reference to Exhibit 99.1 of the Company’s Current Report on Form 8-K (File No. 0-22635) filed by the Company with the Securities and Exchange Commission on May 10, 2010).                                                                |
|   |   |                                                                                                                                                                                                                                                                                                                    |
| 10.7*  |   | Form of Non Statutory Stock Option Grant Agreement for the RC2 Corporation 2005 Stock Incentive Plan (incorporated by reference to Exhibit 99.2 of the Company’s Current Report on Form 8-K (File No. 0-22635) filed by the Company with the Securities and Exchange Commission on May 10, 2005).                 |
|   |   |                                                                                                                                                                                                                                                                                                                    |
| 10.8*  |   | Form of Stock-Settled Stock Appreciation Right Grant Agreement for RC2 Corporation 2005 Stock Incentive Plan (incorporated by reference to Exhibit 10.8 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2009 (File No. 0-22635)).                                                     |

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| 10.9*  |   | Form of Cash-Settled Stock Appreciation Right Grant Agreement for RC2 Corporation 2005 Stock Incentive Plan (incorporated by reference to Exhibit 10.9 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2009 (File No. 0-22635)).                                                                                                                                 |
|--------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                                                                               |
| 10.10* |   | Form of Restricted Stock Grant Agreement for RC2 Corporation 2005 Stock Incentive Plan (incorporated by Reference to Exhibit 10.10 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2009 (File No. 0-22635)).                                                                                                                                                     |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                               |
| 10.11* |   | Form of Performance-Based Restricted Stock Unit Agreement (incorporated by reference to Exhibit 99.2 of the Company’s Current Report on Form 8-K (File No. 0-22635) filed by the Company with the Securities and Exchange Commission on May 10, 2010).                                                                                                                                       |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                               |
| 10.12* |   | RC2 Corporation 2008 Incentive Bonus Plan (incorporated by reference to Exhibit 99.2 of the Company’s Current Report on Form 8-K (File No. 0-22635) filed by the Company with the Securities and Exchange Commission on May 12, 2008).                                                                                                                                                       |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                               |
| 10.13* |   | Outside Director Compensation Plan (incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2005 (File No. 0-22635)).                                                                                                                                                                                                        |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                               |
| 10.14* |   | Amendment to Outside Director Compensation Plan effective January 1, 2007 (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2007 (File No. 0-22635)).                                                                                                                                                                |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                               |
| 10.15* |   | Racing Champions Ertl Corporation Stock Incentive Plan, as amended (incorporated by reference to Exhibit 10.5 of the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2002 (File No. 0-22635)).                                                                                                                                                                   |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                               |
| 10.16* |   | RC2 Corporation Employee Stock Purchase Plan, as amended (incorporated by reference to Exhibit 99.1 of the Company’s Current Report on Form 8-K dated May 4, 2007 (File No. 0-22635) filed by the Company with the Securities and Exchange Commission on May 10, 2007).                                                                                                                      |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                               |
| 10.17  |   | Credit Agreement, dated as of November 3, 2008, among the Company, certain of its subsidiaries, Bank of Montreal, as administrative agent, BMO Capital Markets as sole lead arranger and sole book runner, and other lenders named therein (incorporated by reference to Exhibit 10.17 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2009 (File No. 0-22635)). |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                               |
| 10.18  |   | First Amendment to Credit Agreement, dated as of February 12, 2009, among the Company, certain of its subsidiaries, Bank of Montreal, as administrative agent, and other lenders named therein (incorporated by reference to Exhibit 10.18 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2009 (File No. 0-22635)).                                             |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                               |
| 10.19  |   | Second Amendment to Credit Agreement, dated as of November 10, 2010, among the Company, certain of its Subsidiaries, Bank of Montreal, as administrative agent, and other lenders named therein (previously filed).                                                                                                                                                                                |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                               |
| 10.20* |   | Technical Amendment to Employment Agreement for 409A Compliance, dated December 28, 2010, between the Company and Curtis W. Stoelting (previously filed).                                                                                                                                                                                                                                          |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                               |
| 10.21* |   | Technical Amendment to Employment Agreement for 409A Compliance, dated December 28, 2010, between the Company and Peter J. Henseler (previously filed).                                                                                                                                                                                                                                            |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                               |
| 10.22* |   | Technical Amendment to Employment Agreement for 409A Compliance, dated December 28, 2010, between the Company and Peter A. Nicholson (previously filed).                                                                                                                                                                                                                                           |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                               |
| 10.23* |   | Technical Amendment to Employment Agreement for 409A Compliance, dated December 28, 2010, between the Company and Gregory J. Kilrea (previously filed).                                                                                                                                                                                                                                            |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                               |
| 21     |   | Subsidiaries of the Company (previously filed).                                                                                                                                                                                                                                                                                                                                                    |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                               |
| 23.1   |   | Consent of Independent Registered Public Accounting Firm (previously filed).                                                                                                                                                                                                                                                                                                                       |

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| 24     |   | Power of Attorney (previously filed).                                                                                                                                       |
|--------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                        |
| 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** |   | Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350 (Section 906 of the Sarbanes-Oxley Act of 2002) (previously filed). |

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| By: *                                                                                                                                                                                                                            |   | Chairman of the Board and Director           | March 10, 2011 |
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|----------------------------------------------|----------------|
| Robert E. Dods                                                                                                                                                                                                                   |   |                                         |           |
|                                                                                                                                                                                                                             |   |                                         |           |
| By:  /s/ Curtis W. Stoelting                                |   | Chief Executive Officer and                  | March 10, 2011 |
| Curtis W. Stoelting                                                                                                                                                                                                              |   | Director (Principal Executive Officer)       |           |
|                                                                                                                                                                                                                             |   |                                         |           |
| By:   /s/ Peter A. Nicholson                                |   | Chief Financial Officer and Secretary        | March 10, 2011 |
| Peter A. Nicholson                                                                                                                                                                                                               |   | (Principal Financial and Accounting Officer) |           |
|                                                                                                                                                                                                                             |   |                                         |           |
| By: *                                                                                                                                                                                                                            |   | Director                                     | March 10, 2011 |
| Peter J. Henseler                                                                                                                                                                                                                |   |                                         |           |
|                                                                                                                                                                                                                             |   |                                         |           |
| By: *                                                                                                                                                                                                                            |   | Director                                     | March 10, 2011 |
| Linda A. Huett                                                                                                                                                                                                                   |   |                                         |           |
|                                                                                                                                                                                                                             |   |                                         |           |
| By: *                                                                                                                                                                                                                            |   | Director                                     | March 10, 2011 |
| Paul E. Purcell                                                                                                                                                                                                                  |   |                                         |           |
|                                                                                                                                                                                                                             |   |                                         |           |
| By: *                                                                                                                                                                                                                            |   | Director                                     | March 10, 2011 |
| John S. Bakalar                                                                                                                                                                                                                  |   |                                         |           |
|                                                                                                                                                                                                                             |   |                                         |           |
| By: *                                                                                                                                                                                                                            |   | Director                                     | March 10, 2011 |
| John J. Vosicky                                                                                                                                                                                                                  |   |                                         |           |
|                                                                                                                                                                                                                             |   |                                         |           |
| By: *                                                                                                                                                                                                                            |   | Director                                     | March 10, 2011 |
| Joan K. Chow                                                                                                                                                                                                                     |   |                                         |           |
|                                                                                                                                                                                                                             |   |                                         |           |
| By: *                                                                                                                                                                                                                            |   | Director                                     | March 10, 2011 |
| Thomas M. Collinger                                                                                                                                                                                                              |   |                                         |           |
|                                                                                                                                                                                                                             |   |                                         |           |
| By: *                                                                                                                                                                                                                            |   | Director                                     | March 10, 2011 |
| Michael J. Merriman, Jr.                                                                                                                                                                                                         |   |                                         |           |

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