UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~WASHINGTON~~Washington, D.C. 20549

~~FORM~~Form 8-K

~~CURRENT~~Current ~~REPORT~~Report

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

~~the~~Date ~~Securities~~of ~~Exchange~~Report: ~~Act~~February of6, ~~1934~~2009

Date of Report: May 15, 2008

(Date of earliest event reported)

LENOX GROUP INC.

(Exact name of registrant as specified in its charter)

Commission File Number: 1-11908

Delaware	13-3684956	~~13-3684956~~
(State or other jurisdiction of incorporation)		(IRS Employer Identification No.)
(State or other jurisdiction of	(IRS Employer
incorporation)	Identification No.)

One Village Place, 6436 City West Parkway, Eden Prairie, MN 55344

(Address of principal executive offices, including zip code)

(952) 944-5600

(Registrant’s telephone number, including area code)

Not ~~Applicable~~applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 17.01 ~~Entry~~Regulation ~~into~~FD ~~a Material Definitive Agreement.~~Disclosure

OnAs ~~May~~previously 16disclosed, ~~2008,~~on inNovember ~~connection~~23, ~~with~~2008, ~~the actions of~~ Lenox Group Inc. (the “Company”), toFL ~~reduce~~56 ~~costs~~Intermediate inCorp, ~~response~~a toDelaware ~~current~~corporation ~~economic conditions~~(“FL”), ~~the~~D ~~Company~~56 ~~entered~~Inc., ~~into~~ a ~~fourth~~Minnesota ~~amendment~~corporation (~~the~~ “~~Fourth Amendment~~D56”), toLenox, ~~its~~Incorporated, ~~consulting~~a ~~agreement~~New ~~with~~Jersey ~~Carl~~corporation ~~Marks~~(“LI”), ~~Advisory~~Lenox ~~Group~~Worldwide, LLC, a Delaware limited liability company (“~~CMAG~~LWLLC”), ~~dated~~Lenox ~~January 4~~Retail, ~~2007~~Inc., asa ~~amended~~Minnesota oncorporation ~~January~~(“LR”), 24and Lenox Sales, ~~2007~~Inc, ~~April~~a 5,Minnesota ~~2007~~corporation (“LSI” and ~~January~~together 28with the Company, ~~2008~~FL, ~~(collectively~~D56, LI, LWLLC and LR, the “~~Consulting Agreement~~Debtors”)., ~~The~~filed ~~details~~voluntary petitions for relief under chapter 11 of title 11 of the ~~Consulting~~United ~~Agreement~~States ~~have~~Code ~~been~~(the ~~previously~~“Bankruptcy ~~described~~Code”) in the ~~Company’s~~United ~~Current~~States ~~Reports~~Bankruptcy onCourt ~~Form~~for ~~8-K~~the ~~filed~~Southern onDistrict ~~January~~of 9,New ~~2007,~~York ~~January~~(the ~~29,~~“Bankruptcy ~~2007,~~Court”). The ~~April~~Chapter 5,11 ~~2007~~cases ~~and~~have ~~January~~been ~~31,~~consolidated ~~2008~~by the Bankruptcy Court under case number 08-14679 (ALG).

~~The~~On ~~Fourth~~February ~~Amendment~~6, ~~amends~~2009, ~~Section 2(a) of~~ the ~~Consulting~~Debtors ~~Agreement~~filed totheir ~~discount~~monthly ~~the~~operating ~~consulting~~report ~~fees owed to CMAG~~ for the ~~services~~period ofNovember ~~Marc L. Pfefferle as Interim Chief Executive Officer of the Company and the other CMAG consultants by 12.5% commencing May 1~~24, 2008. Into ~~addition~~January 3, ~~the~~2009 ~~Fourth Amendment provides that if~~ (the ~~strategic~~“Monthly ~~alternatives~~Operating ~~process~~Report”) ~~results~~with in the ~~sale~~Bankruptcy ~~or merger of substantially all of the Company~~Court. The ~~the~~Monthly ~~Company~~Operating ~~will~~Report ~~pay~~is ~~CMAG~~attached ~~the~~hereto ~~discounted~~as ~~portion~~Exhibit ~~of the fees earned since May~~ 99.1, ~~2008~~and ~~plus~~is ~~25%~~incorporated ofherein ~~the~~by ~~discounted~~reference. This ~~portion~~current ofreport ~~the~~(including ~~fees for a total of 103.125% of~~ the ~~pre-May~~exhibit 1,hereto) ~~2008~~will ~~fee~~not ~~amounts.~~be Ifdeemed aan ~~success~~admission ~~fee~~as ~~is earned pursuant~~ to the ~~January~~materiality ~~28, 2008 amendment to the Consulting Agreement, the additional 3.125% will be credited against the amount~~ of ~~the~~any ~~success~~information ~~fee~~required ~~owed~~ to ~~CMAG~~be ~~under~~disclosed ~~the~~solely ~~Consulting~~by ~~Agreement~~Regulation FD.

The ~~foregoing~~Monthly ~~description~~Operating ofReport ~~the~~may ~~terms~~be ofavailable ~~the~~electronically, ~~Fourth~~on ~~Amendment is qualified in its entirety by reference to~~ the ~~Fourth~~internet ~~Amendment~~website ~~attached~~of toDebtors’ ~~this~~notice ~~Current Report on Form 8-K as Exhibit 10.1~~ and ~~incorporated~~claims ~~herein~~agent byat ~~reference~~www. lgireorg.com.

~~Item~~Limitation ~~5.02~~on ~~Departure~~Incorporation ofby ~~Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.~~Reference

~~(e) On~~In ~~May~~accordance ~~15,~~with ~~2008,~~General inInstruction ~~connection~~B.2 ~~with~~of Form 8-K, the ~~Company’s~~information ~~actions~~in tothis ~~reduce~~Item 7.01 ~~costs~~shall innot ~~response~~be todeemed ~~current~~“filed” ~~economic~~for ~~conditions,~~purposes of Section 18 of the ~~Company~~Securities ~~entered~~Exchange ~~into~~Act ~~Amendment~~of ~~No.~~1934, 2as amended (the “~~Second~~Exchange ~~Amendment~~Act”), toor ~~the~~otherwise ~~Letter~~subject ~~Agreement~~to ~~with~~the ~~Mr. Spivak~~liabilities ~~dated as~~ of ~~November~~that 9section, ~~2007,~~nor asshall ~~amended~~such oninformation ~~January~~be ~~30,~~deemed ~~2008~~incorporated ~~(collectively,~~by ~~the~~reference ~~“Letter~~in ~~Agreement”).~~any ~~The~~filing ~~details~~under of the ~~Letter~~Securities ~~Agreement~~Act ~~have~~of ~~been~~1933, ~~previously~~as ~~described~~amended, inexcept ~~the~~as ~~Company’s~~shall ~~Current~~be ~~Reports~~expressly onset ~~Form~~forth ~~8-K~~by ~~filed~~specific onreference ~~November~~in 7,such ~~2007~~a ~~and January 31, 2008~~filing.

~~The~~Cautionary ~~Second~~Statement ~~Amendment~~Regarding ~~amends~~Financial the terms of Mr. Spivak’s cash bonus as provided in the Letter Agreement. Pursuant to the terms of the Second Amendment, Mr. Spivak remains eligible to participate in the Company’s annual cash incentive program with a target bonus level of 55% of base salary and aOperating maximum bonus level of 82.5% of base salary, the actual payout amount dependent on the Company’s financial performance against certain financial metrics preset by the Compensation Committee of the Company’s Board of Directors. However, the Second Amendment reduces the guaranteed cash bonus to which Mr Spivak is entitled for fiscal year 2008 by 12.5% to $109,375, which will be offset against any performance based cash bonus earned pursuant to the annual cash incentive program.Data

The ~~foregoing~~Company ~~description~~cautions investors and potential investors not to place undue reliance upon the information contained in the Monthly Operating Report, which was not prepared for the purpose of providing the ~~terms~~basis for an investment decision relating to any of the ~~Second~~securities ~~Amendment~~of the Company. The Monthly Operating Report is ~~qualified~~limited in ~~its~~scope, ~~entirety~~covers a limited time period, and has been prepared solely for the purpose of complying with the monthly reporting requirements of the Bankruptcy Court. The Monthly Operating Report was not audited or reviewed by ~~reference~~independent accountants, was not prepared in accordance with Generally Accepted Accounting Principles in the United States, is in a format prescribed by applicable bankruptcy laws, and is subject to future adjustment and reconciliation. There can be no assurance that, from the ~~form~~perspective of ~~Second~~an ~~Amendment~~investor ~~attached~~or topotential ~~this~~investor ~~Current~~in ~~Report~~the onCompany’s securities, ~~Form~~the ~~8-K~~Monthly asOperating ~~Exhibit~~Report 10is complete.2 The Monthly Operating Report also contains information for periods which are shorter or otherwise different from those required in the Company’s reports pursuant to the Exchange Act, and ~~incorporated~~such ~~herein~~information bymight ~~reference~~not be indicative of the Company’s financial condition or operating results for the period that would be reflected in the Company’s financial statements or in its reports pursuant to the Exchange Act. Results set forth in the Monthly Operating Report should not be viewed as indicative of future results.

~~Item 8.01 Other Events.~~2

OnCautionary ~~May~~Statement ~~16,~~Regarding 2008, in connection with the Company’s actions to reduce costs in response to current economic conditions, the Board of Directors of the Company approved a 12.5% reduction of the annual retainers and meeting fees paid to nonForward-~~management~~Looking ~~directors. Effective as of the second quarter of fiscal year 2008, the Company will compensate its non-management directors as follows:~~Statements

•The Ancurrent ~~annual~~report ~~retainer~~on Form 8-K and the exhibit hereto contain certain statements that may be deemed to be forward-looking statements within the meaning of ~~$21~~the Private Securities Litigation Reform Act of 1995. Such forward-looking statements are based on the Company’s current plans,~~875~~ expectations, estimates and management’s beliefs about the Company’s future performance. Some risks and uncertainties that could affect performance include, but are not limited to, the ability of the Company to: (1) manage the uncertainties associated with the scale-down of the Department 56 operations; (2) achieve revenue or cost synergies; (3) generate cash flow to pay off outstanding debt and remain in compliance with the terms of its credit facilities; (4) successfully complete its operational improvements, including improving inventory management and making the supply chain more efficient; (5) retain key employees; (6) maintain and develop cost effective relationships with foreign manufacturing sources; (7) maintain the confidence of and service effectively key wholesale customers; (8) manage currency exchange risk and interest rate changes on the Company’s variable debt; (9) identify, hire and retain quality designers, sculptors and artistic talent to design and develop products which appeal to changing consumer preferences; (10) forecast and react to consumer demand in a challenging economic environment; (11) raise capital in light of the delisting of our common stock from the New York Stock Exchange; (12) manage litigation risk in a cost effective manner; (13) consummate a plan of reorganization in the Chapter 11 proceeding, including the restructuring of the Company’s debt; (14) obtain Bankruptcy Court approval with respect to motions made from time to time in the Chapter 11 proceeding; (15) obtain and maintain normal terms with vendors and service providers; (16) maintain contracts that are critical to its operations; and (17) effectively manage the potential adverse impact of the Chapter 11 proceeding on the Company’s operations. 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. Also, please read the bases, assumptions and factors set out in Item 1A in the Company’s Form 10-K for 2007 dated March 13, 2008 and in Item 1A in the Company’s Quarterly Reports on Form 10-Q that have been subsequently filed under the Securities Exchange Act of 1934 (“The Exchange Act”), all of which is incorporated herein by reference and applicable to the forward-looking statements set forth herein.

•Item An9.01 ~~additional~~Financial ~~retainer~~Statements ~~of $52,500 for the Non-Executive Chairman of the Board, $8,750 for the Chairman of the Audit Committee, $4,375 for the Chairman of the Compensation Committee~~ and ~~$2,625 for the Chairman of all other Committees;~~Exhibits

•(c) ~~Fee of $1,313 per meeting for attendance at Board meetings, but in no event to exceed a total of $7,878 per year;~~Exhibits

• Fee of $875 per meeting for attendance at Committee meetings.

Exhibit No.		Description

EX-99.1		Monthly Operating Report for the period November 24, 2008 to January 3, 2009, filed with the United States Bankruptcy Court for the Southern District of New York.

~~All other elements of director compensation remain unchanged from those previously disclosed in the Company’s proxy statement filed on April 4, 2008.~~Signature

~~Item~~Pursuant ~~9.01~~to ~~Financial~~the ~~Statements~~requirements ~~and~~of ~~Exhibits~~the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

(d) Exhibits.

	LENOX GROUP INC.
Date: February 6, 2009	By:	/s/ Fred Spivak
		Fred Spivak, Chief Operating and Financial Officer

10.1		Amendment No. 4 dated May 16, 2008 to the Consulting Agreement dated January 4, 2007, by and between Lenox Group Inc. and Carl Marks Advisory Group LLC.
10.2		Amendment No. 2 dated May 15, 2008 to the Letter Agreement dated as of November 9, 2007 by and between Lenox Group Inc. and Fred Spivak.†

__________________

† Management contract or compensatory plan or arrangement.

SIGNATURE

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 hereunto duly authorized.

LENOX GROUP INC. By: /s/ Fred Spivak Fred Spivak Chief Operating and Financial Officer

Date: May 16, 2008

EXHIBIT INDEX

Exhibit Number		Description
10.1		Amendment No. 4 dated May 16, 2008 to the Consulting Agreement dated January 4, 2007, by and between Lenox Group Inc. and Carl Marks Advisory Group LLC.
10.2		Amendment No. 2 dated May 15, 2008 to the Letter Agreement dated as of November 9, 2007 by and between Lenox Group Inc. and Fred Spivak.†

__________________

† Management contract or compensatory plan or arrangement.

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