8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report: May 8, 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
(State or other jurisdiction of incorporation)	(IRS Employer 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

(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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

(a) On May 8, 2008, NYSE Regulation, Inc. (“NYSE Regulation”) issued a press release (a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K) to announce its decision to suspend the common stock of Lenox Group Inc. (the “Company”) from trading on the New York Stock Exchange (“NYSE”) prior to the opening of the market on May 16, 2008. The decision to suspend trading and initiate delisting procedures is a result of the Company not satisfying the NYSE’s continued listing standard to maintain average global market capitalization over a consecutive 30 trading-day period of not less than $25 million, which is a minimum threshold under Section 802.01B of the NYSE Listed Company Manual for continued listing.

On May 8, 2008, the Company issued a press release (a copy of which is attached as Exhibit 99.2 to this Current Report on Form 8-K) stating that it is taking such actions as are necessary to be quoted on the OTC Bulletin Board.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

99.1	Press release dated May 8, 2008.
99.2	Press release dated May 8, 2008.

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 9, 2008

EXHIBIT INDEX

Exhibit Number	Description
99.1	Press release dated May 8, 2008.
99.2	Press release dated May 8, 2008

EX-99.1

NYSE Suspends Lenox Group Inc. and Moves to Remove from the List

NEW YORK, May 8, 2008 – NYSE Regulation, Inc. (“NYSE Regulation”) announced today that it determined that the common stock of Lenox Group Inc. (the "Company") – ticker symbol LNX – should be suspended prior to the market opening on Friday, May 16, 2008.

The decision to suspend the Company’s common stock was reached in view of the fact that the Company has fallen below the New York Stock Exchange’s (“NYSE”) continued listing standard regarding average global market capitalization over a consecutive 30 trading day period of not less than $25 million, which is viewed as minimum threshold for continued listing.

The Company has a right to a review of this determination by a Committee of the Board of Directors of NYSE Regulation. Application to the U.S. Securities and Exchange Commission to delist the issue is pending the completion of applicable procedures, including any appeal by the Company of NYSE Regulation staff’s decision. The NYSE noted that it may, at any time, suspend a security if it believes that continued dealings in the security on the NYSE are not advisable.

Company contact:

Ed Paolella

267-525-5072

EX-99.2

LENOX GROUP INC. PREPARES FOR SHARES TO BE TRADED ON
OTC BULLETIN BOARD FOLLOWING NYSE DELISTING ACTION

EDEN PRAIRIE, MN, May 8, 2008 – Lenox Group Inc. (the “Company” or “LGI”) today announced that it has been notified of a decision by NYSE Regulation, Inc. (“NYSE Regulation”) to suspend trading in LGI’s common stock (ticker symbol LNX) prior to the market opening on Friday, May 16, 2008. This action was taken because LGI has not satisfied the New York Stock Exchange’s continued listing standard requiring the Company to maintain an average global market capitalization over a consecutive 30 trading-day period of not less than $25 million.

Application to the Securities and Exchange Commission to delist LGI’s common stock is pending the completion of applicable procedures, including LGI’s right to request a review of this determination by a Committee of the Board of Directors of the NYSE. The Company does not intend to request such a review. Instead, it intends to have its common stock quoted on the OTC Bulletin Board.

Marc Pfefferle, Interim Chief Executive Officer commented: “We expect our equity to continue to be actively traded by and for our shareholders and we are taking steps to facilitate the trading of our common stock on the OTC Bulletin Board. We will continue to operate and report as a public company and do not believe that this development will affect our ongoing efforts to identify and evaluate strategic alternatives.”

About Lenox Group Inc.

Lenox Group Inc. is a market leader in quality tabletop, collectible and giftware products sold under the Lenox, Department 56, Gorham and Dansk brand names. The Company sells its products through wholesale customers who operate gift, specialty and department store locations in the United States and Canada, Company-operated retail stores, and direct-to-the-consumer channels including catalogs, direct mail, and the Internet.

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", within the meaning of the Private Securities Litigation Reform Act of 1995, 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. Such risks and uncertainties that could affect performance include, but are not limited to, the ability of the Company to: (1) integrate certain Lenox and 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) successfully implement a strategic alternative, (11) forecast and react to consumer demand in a challenging economic environment, (12) raise capital in light of the delisting of our common stock from the New York Stock Exchange, and (13) manage litigation risk in a cost effective manner. 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 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.

Contact

Lenox Group Inc.

Fred Spivak, COO/CFO

(267) 525-5095