Department 56, Inc. Exhibit 4.1 to 10-Q Dated: October 1, 2005




Exhibit 4.1  




		

	

	 	INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE 	SEE REVERSE SIDE
FOR CERTAIN DEFINITIONS

	 	 	CUSIP 249509 10 0
		THIS CERTIFIES THAT  	
		[SPECIMEN]  	
	 
		is the owner of

FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK OF THE PAR VALUE OF $.01 EACH OF  	
	 
		
  Department 56, Inc.   	
	 
		        Transferable
on the share register of the Corporation by the holder hereof, in person, or by duly
authorized attorney, upon surrender of this Certificate properly endorsed.


        This Certificate is not valid unless countersigned and registered by the transfer agent and
registrar. Witness the facsimile seal of the Corporation and the facsimile signatures of
its duly authorized officers.



Dated: 


                		COUNTERSIGNED
AND REGISTERED:

                           WELLS FARGO BANK, N.A. 		
                
                        

        		
                
                        

        	
	
                
                        TRANSFER AGENT

                                AND REGISTRAR

        		
                
                        CHAIRPERSON AND CEO

        		
                
                        EXECUTIVE VICE PRESIDENT AND CFO

        	
						
	BY					
	
                
                        AUTHORIZED SIGNATURE

        					


















	DEPARTMENT 56, INC. 
	        The
corporation will furnish without charge to each stockholder who so requests a statement of
the powers, designations, preferences and relative, participating, optional or other
special rights of each class of stock or series thereof and the qualifications,
limitations or restrictions of such preferences and/or rights.





	
                                        

                                
	The following abbreviations, when
used in the inscription on the face of this certificate, shall be construed as though they
were written out in full according to applicable laws or regulations: 
	TEN COM	-	  as tenants in common	
                
                        
                         UNIF GIFT MIN ACT-   

        	_______________Custodian_______________
		        
            (Cust)            
                          
                  (Minor)
	TEN ENT	-	  as tenants by entireties	
                
                        under Uniform Transfer to Minors

        
				
	JT TEN	-	  as joint tenants with right of survivorship
  and not as tenants in common	Act ________________________________
			
                
                        (State)

        
	
                
                        Additional abbreviations may also be used though not in the above list. 

        
	
          

        





For value received __________
hereby sell, assign and transfer unto  





	PLEASE INSERT SOCIAL SECURITY OR OTHER

IDENTIFYING NUMBER OF ASSIGNEE 	
	 

	 







	

	
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE














	 
	Shares 

	

of the capital stock represented by the within Certificate, and do hereby irrevocably constitute and appoint
______________________________________
Attorney to transfer the said stock on the books of the within-named
Corporation with full power of substitution in the premises.





	Dated 
	









			

		NOTICE:  	THE SIGNATURE TO THIS ASSIGNMENT MUST
 CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR,
 WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER. 









	
This certificate also evidences and entitles the holder to certain rights
as set forth in a Rights Agreement between Department 56, Inc. and ChaseMellon Shareholder Services, L.L.C. dated as of April
23, 1997 (the “Rights Agreement”), the terms of which are hereby incorporated herein by reference and a copy of
which is on file at the principal executive offices of Department 56, Inc. Under certain circumstances, as set forth in the Rights
Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. Department
56, Inc. will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written
request therefor from such holder. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by,
any Person who is, was or becomes an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement)
and certain related persons, whether currently held by or on behalf of such Person or by any subsequent holder, may become null
and void. Wells Fargo Bank, N.A. is successor to ChaseMellon Shareholder Services, L.L.C. as rights agent.