SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
Department 56, Inc.
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(Name of Issuer)
Common Stock, Par Value $0.01 per share
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(Title of Class of Securities)
249509100
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(CUSIP Number)
Check the following box if a fee is being paid with this statement /X/. (A fee
is not required only if the filing person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1 and (2) has filed no amendment subsequent thereto
reporting beneficial ownership of five percent or less of such class.) (See Rule
13d-7.)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided
in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>
CUSIP No. 249509100
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1) Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of
above Person
Sound Shore Management, Inc.
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2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a) /_/
(b) /_/
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3) SEC Use Only
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4) Citizenship or Place of Organization
Delaware Corporation
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Number of Shares (5) Sole Voting
Beneficially Owned Power 1,475,000
by Each Reporting --------------------------------------------
Person With (6) Shared Voting
Power Not applicable
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(7) Sole Dispositive
Power 1,561,100
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(8) Shared Dispositive
Power Not applicable
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9) Aggregate Amount Beneficially Owned
by Each Reporting Person 1,561,100
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10) Check if the Aggregate Amount in Row
(9) Excludes Certain Shares (See Instructions)
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11) Percent of Class Represented by
Amount in Row (9) 7.6%*
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12) Type of Reporting Person (See Instructions) IA
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* Based on 20,603,817 shares outstanding being the amount most recently reported
by the issuer.
<PAGE>
Item 1 (a) Name of Issuer
Department 56, Inc.
Item 1 (b) Address of Issuer's Principal Executive Offices
One Village Place
6436 City West Parkway
Eden Prairie, MN 55344
Item 2 (a) Name of Person Filing
Sound Shore Management, Inc.
Item 2 (b) Address of Principal Business Office, if none, Residence
8 Sound Shore Drive
Greenwich, CT 06836
Item 2 (c) Citizenship
Delaware Corporation
Item 2 (d) Title of Class of Securities
Common Stock, Par Value $0.01 per share
Item 2 (e) CUSIP Number 249509100
Item 3 If this Statement is filed pursuant to Rules 13d-1(b), or 13d-2(b), check
whether the person filing is a
(a) ( ) Broker or Dealer registered under section 15 of the Act
(b) ( ) Bank as defined in Section 3(a)(6) of the Act
(c) ( ) Insurance Company as defined in Section 3(a)(19) of the Act
(d) ( ) Investment Company registered under Section 8 of the Investment
Company Act
(e) (X) Investment Adviser registered under Section 203 of the Investment
Adviser Act of 1940
(f) ( ) Employee Benefit Plan, Pension Fund which is subject to the
provisions of the Employee Retirement Income Security Act of 1974
or Endowment Fund sec. 240.13d-1(b)(1)(ii)(F)
(g) ( ) Parent Holding Company, in accordance with 240.13d-1 (b)(ii)(G)
(Note: See Item 7)
(h) ( ) Group, in accordance with 240.13d-1(b)(1)(ii)(H)
<PAGE>
Item 4 Ownership
(a) Amount Beneficially Owned: 1,561,100 shares
(b) Percent of Class: 7.6%*
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote: 1,475,000
(ii) shared power to vote or to direct the vote:
Not applicable
(iii) sole power to dispose or to direct the disposition of:
1,561,100
(iv) shared power to dispose or to direct the disposition of:
Not applicable
Item 5 Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more than
five percent of the class of securities, check the following /_/.
Item 6 Ownership of More than Five Percent on Behalf of Another Person
Not applicable
Item 7 Identification and Classification of the Subsidiary Which Acquired the
security Being Reported on By the Parent Holding Company
Not applicable
Item 8 Identification and Classification of Members of the Group
Not applicable
* Based on 20,603,817 shares outstanding being the amount most recently reported
by the issuer.
<PAGE>
Item 9 Notice of Dissolution of Group
Not applicable
Item 10 Certification
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired in the ordinary course of
business and were not acquired for the purpose of and do not have the effect of
changing or influencing the control of the issuer of such securities and were
not acquired in connection with or as a participant in any transaction having
such purposes or effect.
Signature
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
January 15, 1998
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Date
/s/ Shanna S. Sullivan
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Signature
Shanna S. Sullivan, Vice President
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Name/Title
