AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 5, 1997

                                                  REGISTRATION NO. 33-
======================================================================
                  SECURITIES AND EXCHANGE COMMISSION
                        WASHINGTON, D.C. 20549
                  -----------------------------------

                               FORM S-8
                        REGISTRATION STATEMENT
                                 UNDER
                      THE SECURITIES ACT OF 1933
                  -----------------------------------

                          DEPARTMENT 56, INC.
        (Exact name of registrant as specified in its charter)

            DELAWARE                                 13-3684956 
  (State or other jurisdiction of                 (I.R.S.Employer 
   incorporation or organization)               Identification Number)

         ONE VILLAGE PLACE                              55344 
     6436 CITY WEST PARKWAY                           (Zip Code)
         EDEN PRAIRIE, MN      
    (Address of registrant's 
  principal executive offices)


             DEPARTMENT 56, INC. 1997 STOCK INCENTIVE PLAN
                       (Full title of the plan)

                         DAVID H. WEISER, ESQ.
                          DEPARTMENT 56, INC.
               ONE VILLAGE PLACE, 6436 CITY WEST PARKWAY
                     EDEN PRAIRIE, MINNESOTA 55344
                (Name and address of agent for service)
                            (612) 944-5600
     (Telephone number, including area code, of agent for service)

                  -----------------------------------


<TABLE>
<CAPTION>
                    CALCULATION OF REGISTRATION FEE

=================================    =======================    ========================    ================    =============== 
                                                                                            Proposed Maximum                    
       Title of Securities                                          Proposed Maximum           Aggregate            Amount of   
        to be Registered             Amount to be Registered    Offering Price Per Share     Offering Price     Registration Fee
---------------------------------    -----------------------    ------------------------    ----------------    ----------------
<S>                                 <C>                         <C>                         <C>                 <C>
Common Stock, $.01 par value(FN1)     1,500,000 shares(FN2)              *(FN3)                  *(FN3)         $12,721.87(FN3) 
=================================    =======================    ========================    ================    ================

<FN>
1    The Registration Statement also pertains to Rights to Purchase
     Series A Junior Participating Preferred Stock ("Rights") of the
     Registrant. Upon the occurrence of certain prescribed events, one
     Right will be issued for each share of Common Stock. Until the
     occurrence of such events, the Rights are not exercisable, will
     be evidenced by the certificate for the Common Stock and will be
     transferred along with and only with the Common Stock.

2    Plus such additional shares as may be made available in order to
     adjust to reflect a change in capitalization.

3    As of the date hereof, no options or other awards have been
     granted under the Department 56, Inc. 1997 Stock Incentive Plan.
     Accordingly, estimated pursuant to Rule 457(c) and (h) under the
     Securities Act of 1933, as amended, solely for purposes of
     calculating the amount of the registration fee, the proposed
     maximum offering price per share is based upon a price of $28.75
     per share, the average of the high and low sales prices for the
     Common Stock on December 1, 1997.
</FN>
</TABLE>


                                PART II

          INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE

          The following documents, which are filed with the Securities
and  Exchange  Commission,   are  incorporated  in  this  Registration
Statement on Form S-8 (the "Registration Statement") by reference:

               (a) The  Company's  Annual  Report on Form 10-K for the
          fiscal year ended December 28, 1996.

               (b) All other reports filed by the Company  pursuant to
          Section  13(a) or Section 15(d) of the  Securities  Exchange
          Act of 1934, as amended (the "Exchange Act"), since December
          28, 1996.

               (c) The  description  of the  Shares  contained  in the
          Company's  Registration Statement on Form 8-A filed with the
          Securities and Exchange  Commission  (the  "Commission")  on
          April 23, 1993 and the description of the rights to purchase
          Series  A  Junior  Participating   Preferred  Stock  of  the
          Company,  contained in the Company's  Registration Statement
          on Form 8-A filed with the Commission on April 23, 1997.

          All documents  subsequently filed by the Company pursuant to
Sections 13(a),  13(c), 14 and 15(d) of the Exchange Act, prior to the
filing  of  a  post-effective   amendment  which  indicates  that  all
securities  registered  hereunder have been sold or which  deregisters
all  securities  then  remaining   unsold,   shall  be  deemed  to  be
incorporated by reference herein and to be a part hereof from the date
of the filing of such documents.

ITEM 4.   DESCRIPTION OF SECURITIES

          Not applicable.

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL

          Certain legal matters with respect to the securities offered
hereby  will be passed  upon for the  Company by David  Weiser,  Esq.,
Senior Vice President of the Company.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS

          Section 145 of the General  Corporation Law of Delaware (the
"DGCL") provides,  in summary,  that the directors and officers of the
Company  may,  under  certain  circumstances,  be  indemnified  by the
Company  against all  expenses  incurred by or imposed  upon them as a
result of actions,  suits or proceedings  brought against them as such
directors  and  officers,  or as  directors  or  officers of any other
organization at the request of the Company,  if they act in good faith
and in a manner they reasonably believe to be in or not opposed to the
best interests of the Company and, with respect to any criminal action
or proceeding,  have no reasonable  cause to believe their conduct was
unlawful,  except  that  no  indemnification  shall  be  made  against
expenses  in respect  of any  claim,  issue or matter as to which they
shall have been  adjudged to be liable to the Company  unless and only
to the extent  that the court in which such action or suit was brought
shall determine upon  application  that,  despite the  adjudication of
liability but in view of all the  circumstances  of the case, they are
fairly and  reasonably  entitled to indemnity for such expenses  which
such court shall deem  proper.  Section 145 of the DGCL also  provides
that  directors  and  officers  of the  Company  are  entitled to such
indemnification  by the  Company to the extent  that such  persons are
successful  on the merits or otherwise  in defending  any such action,
suit or proceeding.

          The  By-Laws  of the  Company  generally  provide  that  the
Company shall  indemnify,  to the fullest extent permitted by Delaware
law,  any person who was or is a party or is  threatened  to be made a
party  to  any  threatened,   pending  or  completed   action,   suit,
arbitration,  alternative dispute resolution mechanism, investigation,
administrative  hearing  or  any  other  proceeding,   whether  civil,
criminal,  administrative  hearing  or  investigative  (other  than an
action by or in the right of the Company)  (each, a  "Proceeding")  by
reason  of the fact that he is or was a  director  or  officer  of the
Company,  or is or was  serving  at the  request  of the  Company as a
director,  officer,  employee  or agent  of  another  entity,  against
expenses (including attorneys' fees) and losses, claims,  liabilities,
judgments,  fines and amounts paid in settlement  actually incurred by
him in connection with such Proceeding.  The By-Laws also provide that
the Company may advance  litigation  expenses to a director,  officer,
employee or agent upon  receipt of an  undertaking  by or on behalf of
such director,  officer,  employee or agent to repay such amount if it
is ultimately determined that the director, officer, employee or agent
is not entitled to be indemnified by the Company.

          The Restated  Certificate  of  Incorporation  of the Company
provides that directors of the Company shall not be personally  liable
to the Company or any of its stockholders for monetary damages for any
breach of  fiduciary  duty as a  director,  except  for  liability  in
respect  of (i) a breach  of the  director's  duty of  loyalty  to the
Company or its  stockholders,  (ii) any acts or omissions  not in good
faith or which involve  intentional  misconduct or a knowing violation
of law,  (iii) any  willful or  negligent  declaration  of an unlawful
dividend,  stock purchase or redemption,  or (iv) any transaction from
which the director derived an improper personal benefit.  The Restated
Certificate of Incorporation also provides that if the DGCL is amended
to permit further  elimination or limitation of the personal liability
of directors  then the liability of the directors of the Company shall
be eliminated or limited to the fullest  extent  permitted by the DGCL
as so amended.

          The Company has entered,  and may in the future enter,  into
agreements  to provide  indemnification  for its directors and certain
officers  in  addition  to  the  indemnification  provided  for in the
By-Laws.  These  agreements,  among other things,  will  indemnify the
Company's  directors  and  certain  officers  to  the  fullest  extent
permitted by Delaware law for certain expenses  (including  attorneys'
fees),  and all  losses,  claims,  liabilities,  judgments,  fines and
settlement  amounts  incurred  by  such  person  arising  out of or in
connection with such person's  service as a director or officer of the
Company or an affiliate of the Company.

          In addition,  the Department  56, Inc. 1997 Stock  Incentive
Plan (the "Plan") provides that the Company will indemnify the members
of the Committee  appointed to  administer  the Plan for all costs and
expenses and, to the extent permitted by applicable law, any liability
incurred  in  connection  with  defending   against,   responding  to,
negotiation for the settlement of or otherwise dealing with any claim,
cause of action or dispute of any kind arising in connection  with any
actions  in  administering  the  Plan  or in  authorizing  or  denying
authorization  to any  transaction  thereunder.  The  Committee  shall
consist of at least two  directors  of the  Company and may consist of
the  entire  Board of  Directors.  In  addition,  the  Board  may,  by
resolution,  authorize a committee consisting of one or more directors
of the Company to make grants of options to certain eligible employees
who are not officers of the Company.

          Policies of insurance  are  maintained  by the Company under
which its  directors  and officers are insured,  within the limits and
subject to the limitations of the policies,  against certain  expenses
in connection with the defense of, and certain liabilities which might
be imposed as a result of, actions, suits or proceedings to which they
are  parties  by  reason of being or having  been  such  directors  or
officers.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED

          Not applicable.

ITEM 8.   EXHIBITS

EXHIBIT NO.                DESCRIPTION OF EXHIBIT
-----------                ----------------------

4.1  --   Specimen  form of the  Company's  Common  Stock  certificate
          (incorporated  by reference to Exhibit 4.1 to the  Company's
          Annual  Report  on Form  10-K  for  the  fiscal  year  ended
          December 31, 1994).

4.2  --   Restated   Certificate  of   Incorporation  of  the  Company
          (incorporated  by reference to Exhibit 3.1 to the  Company's
          Quarterly  Report on Form 10-Q for the quarter ended July 3,
          1993).

4.3  --   Restated  By-Laws of the Company  (incorporated by reference
          to Exhibit 3.2 to the  Company's  Registration  Statement on
          Form S-1  (Registration No. 33-61514)) and to Exhibits 1 and
          2 to the Company's Current Report on Form 8-K dated February
          15, 1996.

4.4  --   Department  56, Inc. 1997 Stock  Incentive  Plan (as amended
          through December 5, 1997).

4.5  --   Rights  Agreement,  dated  as of  April  23,  1997,  between
          Department 56, Inc., a Delaware Corporation, and ChaseMellon
          Shareholders   Services,   L.L.C.,   a  New  Jersey  limited
          liability company as the Rights Agent,  annexed as Exhibit 1
          to Form 8A filed on April 23, 1997.

5.1  --   Opinion of David Weiser,  Esq., Senior Vice President of the
          Company,   as  to  the  validity  of  the  securities  being
          registered.

23.1 --   Consent of Deloitte & Touche LLP.

23.2 --   Consent of David Weiser,  Esq., Senior Vice President of the
          Company  (included  in  Exhibit  5.1  to  this  Registration
          Statement).

24.1 --   Power of Attorney.

ITEM 9.   UNDERTAKINGS

          The Company hereby undertakes:

               (a) To file, during any period in which offers or sales
          are  being  made,   a   post-effective   amendment  to  this
          Registration  Statement to include any material  information
          with  respect  to the plan of  distribution  not  previously
          disclosed  in the  Registration  Statement  or any  material
          change to such information in the Registration Statement.

               (b) That, for the purpose of determining  any liability
          under  the   Securities   Act  of  1933,   as  amended  (the
          "Securities  Act"),  each  post-effective  amendment to this
          Registration   Statement   shall  be  deemed  to  be  a  new
          registration  statement  relating to the securities  offered
          therein,  and the offering of such  securities  at that time
          shall  be  deemed  to be  the  initial  bona  fide  offering
          thereof.

               (c)  To  remove  from   registration   by  means  of  a
          post-effective   amendment  any  of  the  securities   being
          registered  which remain  unsold at the  termination  of the
          offering.

               (d) That,  for purposes of  determining  any  liability
          under the  Securities  Act,  each  filing  of the  Company's
          annual report  pursuant to Section 13(a) or Section 15(d) of
          the Exchange Act that is  incorporated  by reference in this
          Registration   Statement   shall  be  deemed  to  be  a  new
          registration  statement  relating to the securities  offered
          therein,  and the offering of such  securities  at that time
          shall  be  deemed  to be  the  initial  bona  fide  offering
          thereof.

          Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons  of the  Company  pursuant  to the  foregoing  provisions,  or
otherwise,  the  Company has been  advised  that in the opinion of the
Securities and Exchange  Commission  such  indemnification  is against
public policy as expressed in the  Securities  Act and is,  therefore,
unenforceable.  In the event that a claim for indemnification  against
such  liabilities  (other  than the payment by the Company of expenses
incurred or paid by a director,  officer or controlling  person of the
Company in the successful  defense of any action,  suit or proceeding)
is  asserted  by such  director,  officer  or  controlling  person  in
connection  with the securities  being  registered,  the Company will,
unless in the opinion of its  counsel  the matter has been  settled by
controlling precedent,  submit to a court of appropriate  jurisdiction
the question  whether  such  indemnification  by it is against  public
policy as expressed in the  Securities Act and will be governed by the
final adjudication of such issue.


                              SIGNATURES

          Pursuant to the  requirements of the Securities Act of 1933,
the Company  certifies that it has reasonable  grounds to believe that
it meets all of the  requirements  for filing on Form S-8 and has duly
caused this  Registration  Statement to be signed on its behalf by the
undersigned,  thereunto duly authorized,  in the City of Eden Prairie,
State of Minnesota, on December 5, 1997.


                               DEPARTMENT 56, INC.


                               By /s/ Susan E. Engel
                                 -------------------------------------
                                 Susan E. Engel
                                 Chief Executive Officer and President


                           POWER OF ATTORNEY

          KNOW ALL PERSONS BY THESE  PRESENTS,  that each person whose
signature  appears below hereby  constitutes  and appoints,  Sandra J.
Horbach,  David H. Weiser and Timothy J. Schugel,  and each or any one
of them, as his or her true and lawful  attorneys-in-fact  and agents,
each   acting   alone,   with   full   powers  of   substitution   and
resubstitution,  for such person in his or her name,  place and stead,
in any and all  capacities,  to sign  any and all  amendments  to this
Registration   Statement,   including   any  and  all   post-effective
amendments,  and any and all documents in connection therewith, and to
file the  same,  with  all  exhibits  thereto,  and all  documents  in
connection  therewith,  with the Securities  and Exchange  Commission,
granting  unto  said  attorneys-in-fact  and  agents  full  power  and
authority to do and perform each and every act and thing requisite and
necessary  to be done in and  about  the  premises,  as  fully  to all
intents  and  purposes  as he or she might or could do in person,  and
hereby  ratifies,  approves  and  confirms  all  that  his or her said
attorneys-in-fact  and  agents,  each  acting  alone,  or  his  or her
substitute  or  substitutes,  may  lawfully  do or cause to be done by
virtue hereof.

          Pursuant to the  requirements of the Securities Act of 1933,
this  Registration  Statement has been signed by the following persons
in the capacities and on the dates indicated:


          SIGNATURE               TITLE                   DATE
          ---------               -----                   ----

/s/ Susan E. Engel      
------------------------- Chief Executive Officer, 
   Susan E. Engel         President and Director     December 5, 1997
   
/s/ Todd L. Bachman           
------------------------- Director                   December 5, 1997
   Todd L. Bachman

/s/ Sandra J. Horbach      
------------------------- Director                   December 5, 1997
   Sandra J. Horbach
                              
/s/ Wm. Brian Little
------------------------- Director                   December 5, 1997
   Wm. Brian Little

/s/ Steven G. Rothmeier       
------------------------- Director                   December 5, 1997
   Steven G. Rothmeier

/s/ Vin Weber                 
------------------------- Director                   December 5, 1997
   Vin Weber

/s/ Maxine Clark              
------------------------- Director                   December 5, 1997
   Maxine Clark

/s/ Gary Matthews             
------------------------- Director                   December 5, 1997
   Gary Matthews



                             EXHIBIT INDEX

                                                        PAGE NO. IN
EXHIBIT                                                 SEQUENTIALLY
  NO.                  DESCRIPTION OF EXHIBIT           NUMBERED COPY
-------                ----------------------           -------------

   4.1    Specimen form of the Company's Common Stock
          certificate (incorporated by reference to
          Exhibit 4.1 to the Company's Annual Report
          on Form 10-K for the fiscal year ended
          December 31, 1994).

   4.2    Restated Certificate of Incorporation of
          the Company (incorporated by reference to
          Exhibit 3.1 to the Company's Quarterly
          Report on Form 10-Q for the quarter ended
          July 3, 1993).

   4.3    Restated By-Laws of the Company
          (incorporated by reference to Exhibit 3.2
          to the Company's Registration Statement on
          Form S-1 (Registration No. 33-61514)) and
          to Exhibits 1 and 2 to the Company's
          Current Report on Form 8-K dated February
          15, 1996.

   4.4    Department 56, Inc. 1997 Stock Incentive
          Plan (as amended through December 5, 1997.(FN*)         7

   4.5    Rights Agreement, dated as of April 23,
          1997, between Department 56, Inc., a
          Delaware Corporation, and Chase Mellon
          Shareholders Services, L.L.C., or New
          Jersey limited liability company as the
          Rights Agents, annexed as Exhibit 1 to Form
          8A filed on April 23, 1997.

   5.1    Opinion of David Weiser, Esq., Senior Vice
          President of the Company, as to the
          validity of the securities being
          registered.(FN*)                                       25

   23.1   Consent of Deloitte & Touche LLP.(FN*)                 26

   23.2   Consent of David Weiser, Esq., Senior Vice
          President of the Company (included in
          Exhibit 5.1 to this Registration
          Statement).

   24.1   Power of Attorney (included in the signature
          page to this Registration Statement)


[FN]
*Filed herewith.
</FN>
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 22216}]
{"company-data": {"conformed-name": "DEPARTMENT 56 INC", "cik": "0000902270", "assigned-sic": "3260", "irs-number": "133684956", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-41639", "film-number": "97733411"}, "business-address": {"street1": "ONE VILLAGE PL", "street2": "6436 CITY W PKWY", "city": "EDEN PRAIRIE", "state": "MN", "zip": "55344", "phone": "6129445600"}, "mail-address": {"street1": "ONE VILLAGE PLACE", "street2": "6436 CITY WEST PKWY", "city": "EDEN PRAIRIE", "state": "MN", "zip": "55344"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 5, 1997

                                                  REGISTRATION NO. 33-
======================================================================
                  SECURITIES AND EXCHANGE COMMISSION
                        WASHINGTON, D.C. 20549
                  -----------------------------------

                               FORM S-8
                        REGISTRATION STATEMENT
                                 UNDER
                      THE SECURITIES ACT OF 1933
                  -----------------------------------

                          DEPARTMENT 56, INC.
        (Exact name of registrant as specified in its charter)

            DELAWARE                                 13-3684956 
  (State or other jurisdiction of                 (I.R.S.Employer 
   incorporation or organization)               Identification Number)

         ONE VILLAGE PLACE                              55344 
     6436 CITY WEST PARKWAY                           (Zip Code)
         EDEN PRAIRIE, MN      
    (Address of registrant's 
  principal executive offices)

             DEPARTMENT 56, INC. 1997 STOCK INCENTIVE PLAN
                       (Full title of the plan)

                         DAVID H. WEISER, ESQ.
                          DEPARTMENT 56, INC.
               ONE VILLAGE PLACE, 6436 CITY WEST PARKWAY
                     EDEN PRAIRIE, MINNESOTA 55344
                (Name and address of agent for service)
                            (612) 944-5600
     (Telephone number, including area code, of agent for service)

                  -----------------------------------
CALCULATION OF REGISTRATION FEE

=================================    =======================    ========================    ================    =============== 
                                                                                            Proposed Maximum                    
       Title of Securities                                          Proposed Maximum           Aggregate            Amount of   
        to be Registered             Amount to be Registered    Offering Price Per Share     Offering Price     Registration Fee
---------------------------------    -----------------------    ------------------------    ----------------    ----------------
Common Stock, $.01 par value(FN1)     1,500,000 shares(FN2)              *(FN3)                  *(FN3)         $12,721.87(FN3) 
=================================    =======================    ========================    ================    ================
1    The Registration Statement also pertains to Rights to Purchase
     Series A Junior Participating Preferred Stock ("Rights") of the
     Registrant. Upon the occurrence of certain prescribed events, one
     Right will be issued for each share of Common Stock. Until the
     occurrence of such events, the Rights are not exercisable, will
     be evidenced by the certificate for the Common Stock and will be
     transferred along with and only with the Common Stock.

2    Plus such additional shares as may be made available in order to
     adjust to reflect a change in capitalization.

3    As of the date hereof, no options or other awards have been
     granted under the Department 56, Inc. 1997 Stock Incentive Plan.
     Accordingly, estimated pursuant to Rule 457(c) and (h) under the
     Securities Act of 1933, as amended, solely for purposes of
     calculating the amount of the registration fee, the proposed
     maximum offering price per share is based upon a price of $28.75
     per share, the average of the high and low sales prices for the
     Common Stock on December 1, 1997.
PART II

          INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE

          The following documents, which are filed with the Securities
and  Exchange  Commission,   are  incorporated  in  this  Registration
Statement on Form S-8 (the "Registration Statement") by reference:

               (a) The  Company's  Annual  Report on Form 10-K for the
          fiscal year ended December 28, 1996.

               (b) All other reports filed by the Company  pursuant to
          Section  13(a) or Section 15(d) of the  Securities  Exchange
          Act of 1934, as amended (the "Exchange Act"), since December
          28, 1996.

               (c) The  description  of the  Shares  contained  in the
          Company's  Registration Statement on Form 8-A filed with the
          Securities and Exchange  Commission  (the  "Commission")  on
          April 23, 1993 and the description of the rights to purchase
          Series  A  Junior  Participating   Preferred  Stock  of  the
          Company,  contained in the Company's  Registration Statement
          on Form 8-A filed with the Commission on April 23, 1997.

          All documents  subsequently filed by the Company pursuant to
Sections 13(a),  13(c), 14 and 15(d) of the Exchange Act, prior to the
filing  of  a  post-effective   amendment  which  indicates  that  all
securities  registered  hereunder have been sold or which  deregisters
all  securities  then  remaining   unsold,   shall  be  deemed  to  be
incorporated by reference herein and to be a part hereof from the date
of the filing of such documents.

ITEM 4.   DESCRIPTION OF SECURITIES

          Not applicable.

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL

          Certain legal matters with respect to the securities offered
hereby  will be passed  upon for the  Company by David  Weiser,  Esq.,
Senior Vice President of the Company.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS

          Section 145 of the General  Corporation Law of Delaware (the
"DGCL") provides,  in summary,  that the directors and officers of the
Company  may,  under  certain  circumstances,  be  indemnified  by the
Company  against all  expenses  incurred by or imposed  upon them as a
result of actions,  suits or proceedings  brought against them as such
directors  and  officers,  or as  directors  or  officers of any other
organization at the request of the Company,  if they act in good faith
and in a manner they reasonably believe to be in or not opposed to the
best interests of the Company and, with respect to any criminal action
or proceeding,  have no reasonable  cause to believe their conduct was
unlawful,  except  that  no  indemnification  shall  be  made  against
expenses  in respect  of any  claim,  issue or matter as to which they
shall have been  adjudged to be liable to the Company  unless and only
to the extent  that the court in which such action or suit was brought
shall determine upon  application  that,  despite the  adjudication of
liability but in view of all the  circumstances  of the case, they are
fairly and  reasonably  entitled to indemnity for such expenses  which
such court shall deem  proper.  Section 145 of the DGCL also  provides
that  directors  and  officers  of the  Company  are  entitled to such
indemnification  by the  Company to the extent  that such  persons are
successful  on the merits or otherwise  in defending  any such action,
suit or proceeding.

          The  By-Laws  of the  Company  generally  provide  that  the
Company shall  indemnify,  to the fullest extent permitted by Delaware
law,  any person who was or is a party or is  threatened  to be made a
party  to  any  threatened,   pending  or  completed   action,   suit,
arbitration,  alternative dispute resolution mechanism, investigation,
administrative  hearing  or  any  other  proceeding,   whether  civil,
criminal,  administrative  hearing  or  investigative  (other  than an
action by or in the right of the Company)  (each, a  "Proceeding")  by
reason  of the fact that he is or was a  director  or  officer  of the
Company,  or is or was  serving  at the  request  of the  Company as a
director,  officer,  employee  or agent  of  another  entity,  against
expenses (including attorneys' fees) and losses, claims,  liabilities,
judgments,  fines and amounts paid in settlement  actually incurred by
him in connection with such Proceeding.  The By-Laws also provide that
the Company may advance  litigation  expenses to a director,  officer,
employee or agent upon  receipt of an  undertaking  by or on behalf of
such director,  officer,  employee or agent to repay such amount if it
is ultimately determined that the director, officer, employee or agent
is not entitled to be indemnified by the Company.

          The Restated  Certificate  of  Incorporation  of the Company
provides that directors of the Company shall not be personally  liable
to the Company or any of its stockholders for monetary damages for any
breach of  fiduciary  duty as a  director,  except  for  liability  in
respect  of (i) a breach  of the  director's  duty of  loyalty  to the
Company or its  stockholders,  (ii) any acts or omissions  not in good
faith or which involve  intentional  misconduct or a knowing violation
of law,  (iii) any  willful or  negligent  declaration  of an unlawful
dividend,  stock purchase or redemption,  or (iv) any transaction from
which the director derived an improper personal benefit.  The Restated
Certificate of Incorporation also provides that if the DGCL is amended
to permit further  elimination or limitation of the personal liability
of directors  then the liability of the directors of the Company shall
be eliminated or limited to the fullest  extent  permitted by the DGCL
as so amended.

          The Company has entered,  and may in the future enter,  into
agreements  to provide  indemnification  for its directors and certain
officers  in  addition  to  the  indemnification  provided  for in the
By-Laws.  These  agreements,  among other things,  will  indemnify the
Company's  directors  and  certain  officers  to  the  fullest  extent
permitted by Delaware law for certain expenses  (including  attorneys'
fees),  and all  losses,  claims,  liabilities,  judgments,  fines and
settlement  amounts  incurred  by  such  person  arising  out of or in
connection with such person's  service as a director or officer of the
Company or an affiliate of the Company.

          In addition,  the Department  56, Inc. 1997 Stock  Incentive
Plan (the "Plan") provides that the Company will indemnify the members
of the Committee  appointed to  administer  the Plan for all costs and
expenses and, to the extent permitted by applicable law, any liability
incurred  in  connection  with  defending   against,   responding  to,
negotiation for the settlement of or otherwise dealing with any claim,
cause of action or dispute of any kind arising in connection  with any
actions  in  administering  the  Plan  or in  authorizing  or  denying
authorization  to any  transaction  thereunder.  The  Committee  shall
consist of at least two  directors  of the  Company and may consist of
the  entire  Board of  Directors.  In  addition,  the  Board  may,  by
resolution,  authorize a committee consisting of one or more directors
of the Company to make grants of options to certain eligible employees
who are not officers of the Company.

          Policies of insurance  are  maintained  by the Company under
which its  directors  and officers are insured,  within the limits and
subject to the limitations of the policies,  against certain  expenses
in connection with the defense of, and certain liabilities which might
be imposed as a result of, actions, suits or proceedings to which they
are  parties  by  reason of being or having  been  such  directors  or
officers.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED

          Not applicable.

ITEM 8.   EXHIBITS

EXHIBIT NO.                DESCRIPTION OF EXHIBIT
-----------                ----------------------

4.1  --   Specimen  form of the  Company's  Common  Stock  certificate
          (incorporated  by reference to Exhibit 4.1 to the  Company's
          Annual  Report  on Form  10-K  for  the  fiscal  year  ended
          December 31, 1994).

4.2  --   Restated   Certificate  of   Incorporation  of  the  Company
          (incorporated  by reference to Exhibit 3.1 to the  Company's
          Quarterly  Report on Form 10-Q for the quarter ended July 3,
          1993).

4.3  --   Restated  By-Laws of the Company  (incorporated by reference
          to Exhibit 3.2 to the  Company's  Registration  Statement on
          Form S-1  (Registration No. 33-61514)) and to Exhibits 1 and
          2 to the Company's Current Report on Form 8-K dated February
          15, 1996.

4.4  --   Department  56, Inc. 1997 Stock  Incentive  Plan (as amended
          through December 5, 1997).

4.5  --   Rights  Agreement,  dated  as of  April  23,  1997,  between
          Department 56, Inc., a Delaware Corporation, and ChaseMellon
          Shareholders   Services,   L.L.C.,   a  New  Jersey  limited
          liability company as the Rights Agent,  annexed as Exhibit 1
          to Form 8A filed on April 23, 1997.

5.1  --   Opinion of David Weiser,  Esq., Senior Vice President of the
          Company,   as  to  the  validity  of  the  securities  being
          registered.

23.1 --   Consent of Deloitte & Touche LLP.

23.2 --   Consent of David Weiser,  Esq., Senior Vice President of the
          Company  (included  in  Exhibit  5.1  to  this  Registration
          Statement).

24.1 --   Power of Attorney.

ITEM 9.   UNDERTAKINGS

          The Company hereby undertakes:

               (a) To file, during any period in which offers or sales
          are  being  made,   a   post-effective   amendment  to  this
          Registration  Statement to include any material  information
          with  respect  to the plan of  distribution  not  previously
          disclosed  in the  Registration  Statement  or any  material
          change to such information in the Registration Statement.

               (b) That, for the purpose of determining  any liability
          under  the   Securities   Act  of  1933,   as  amended  (the
          "Securities  Act"),  each  post-effective  amendment to this
          Registration   Statement   shall  be  deemed  to  be  a  new
          registration  statement  relating to the securities  offered
          therein,  and the offering of such  securities  at that time
          shall  be  deemed  to be  the  initial  bona  fide  offering
          thereof.

               (c)  To  remove  from   registration   by  means  of  a
          post-effective   amendment  any  of  the  securities   being
          registered  which remain  unsold at the  termination  of the
          offering.

               (d) That,  for purposes of  determining  any  liability
          under the  Securities  Act,  each  filing  of the  Company's
          annual report  pursuant to Section 13(a) or Section 15(d) of
          the Exchange Act that is  incorporated  by reference in this
          Registration   Statement   shall  be  deemed  to  be  a  new
          registration  statement  relating to the securities  offered
          therein,  and the offering of such  securities  at that time
          shall  be  deemed  to be  the  initial  bona  fide  offering
          thereof.

          Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons  of the  Company  pursuant  to the  foregoing  provisions,  or
otherwise,  the  Company has been  advised  that in the opinion of the
Securities and Exchange  Commission  such  indemnification  is against
public policy as expressed in the  Securities  Act and is,  therefore,
unenforceable.  In the event that a claim for indemnification  against
such  liabilities  (other  than the payment by the Company of expenses
incurred or paid by a director,  officer or controlling  person of the
Company in the successful  defense of any action,  suit or proceeding)
is  asserted  by such  director,  officer  or  controlling  person  in
connection  with the securities  being  registered,  the Company will,
unless in the opinion of its  counsel  the matter has been  settled by
controlling precedent,  submit to a court of appropriate  jurisdiction
the question  whether  such  indemnification  by it is against  public
policy as expressed in the  Securities Act and will be governed by the
final adjudication of such issue.

                              SIGNATURES

          Pursuant to the  requirements of the Securities Act of 1933,
the Company  certifies that it has reasonable  grounds to believe that
it meets all of the  requirements  for filing on Form S-8 and has duly
caused this  Registration  Statement to be signed on its behalf by the
undersigned,  thereunto duly authorized,  in the City of Eden Prairie,
State of Minnesota, on December 5, 1997.

                               DEPARTMENT 56, INC.

                               By /s/ Susan E. Engel
                                 -------------------------------------
                                 Susan E. Engel
                                 Chief Executive Officer and President

                           POWER OF ATTORNEY

          KNOW ALL PERSONS BY THESE  PRESENTS,  that each person whose
signature  appears below hereby  constitutes  and appoints,  Sandra J.
Horbach,  David H. Weiser and Timothy J. Schugel,  and each or any one
of them, as his or her true and lawful  attorneys-in-fact  and agents,
each   acting   alone,   with   full   powers  of   substitution   and
resubstitution,  for such person in his or her name,  place and stead,
in any and all  capacities,  to sign  any and all  amendments  to this
Registration   Statement,   including   any  and  all   post-effective
amendments,  and any and all documents in connection therewith, and to
file the  same,  with  all  exhibits  thereto,  and all  documents  in
connection  therewith,  with the Securities  and Exchange  Commission,
granting  unto  said  attorneys-in-fact  and  agents  full  power  and
authority to do and perform each and every act and thing requisite and
necessary  to be done in and  about  the  premises,  as  fully  to all
intents  and  purposes  as he or she might or could do in person,  and
hereby  ratifies,  approves  and  confirms  all  that  his or her said
attorneys-in-fact  and  agents,  each  acting  alone,  or  his  or her
substitute  or  substitutes,  may  lawfully  do or cause to be done by
virtue hereof.

          Pursuant to the  requirements of the Securities Act of 1933,
this  Registration  Statement has been signed by the following persons
in the capacities and on the dates indicated:

          SIGNATURE               TITLE                   DATE
          ---------               -----                   ----

/s/ Susan E. Engel      
------------------------- Chief Executive Officer, 
   Susan E. Engel         President and Director     December 5, 1997
   
/s/ Todd L. Bachman           
------------------------- Director                   December 5, 1997
   Todd L. Bachman

/s/ Sandra J. Horbach      
------------------------- Director                   December 5, 1997
   Sandra J. Horbach
                              
/s/ Wm. Brian Little
------------------------- Director                   December 5, 1997
   Wm. Brian Little

/s/ Steven G. Rothmeier       
------------------------- Director                   December 5, 1997
   Steven G. Rothmeier

/s/ Vin Weber                 
------------------------- Director                   December 5, 1997
   Vin Weber

/s/ Maxine Clark              
------------------------- Director                   December 5, 1997
   Maxine Clark

/s/ Gary Matthews             
------------------------- Director                   December 5, 1997
   Gary Matthews

                             EXHIBIT INDEX

                                                        PAGE NO. IN
EXHIBIT                                                 SEQUENTIALLY
  NO.                  DESCRIPTION OF EXHIBIT           NUMBERED COPY
-------                ----------------------           -------------

   4.1    Specimen form of the Company's Common Stock
          certificate (incorporated by reference to
          Exhibit 4.1 to the Company's Annual Report
          on Form 10-K for the fiscal year ended
          December 31, 1994).

   4.2    Restated Certificate of Incorporation of
          the Company (incorporated by reference to
          Exhibit 3.1 to the Company's Quarterly
          Report on Form 10-Q for the quarter ended
          July 3, 1993).

   4.3    Restated By-Laws of the Company
          (incorporated by reference to Exhibit 3.2
          to the Company's Registration Statement on
          Form S-1 (Registration No. 33-61514)) and
          to Exhibits 1 and 2 to the Company's
          Current Report on Form 8-K dated February
          15, 1996.

   4.4    Department 56, Inc. 1997 Stock Incentive
          Plan (as amended through December 5, 1997.(FN*)         7

   4.5    Rights Agreement, dated as of April 23,
          1997, between Department 56, Inc., a
          Delaware Corporation, and Chase Mellon
          Shareholders Services, L.L.C., or New
          Jersey limited liability company as the
          Rights Agents, annexed as Exhibit 1 to Form
          8A filed on April 23, 1997.

   5.1    Opinion of David Weiser, Esq., Senior Vice
          President of the Company, as to the
          validity of the securities being
          registered.(FN*)                                       25

   23.1   Consent of Deloitte & Touche LLP.(FN*)                 26

   23.2   Consent of David Weiser, Esq., Senior Vice
          President of the Company (included in
          Exhibit 5.1 to this Registration
          Statement).

   24.1   Power of Attorney (included in the signature
          page to this Registration Statement)

[FN]
*Filed herewith.