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
	(Date of earliest
	event reported):	~~February~~September 1529, ~~2007~~2008

The Middleton Doll Company

(Exact name of registrant as specified in its charter)

Wisconsin	0-22663	39-1364345
(State or other	(Commission File	(IRS Employer
jurisdiction of	Number)	Identification No.)
incorporation)

~~1050~~N22 ~~Walnut~~W23977 ~~Ridge~~Ridgeview ~~Drive~~Parkway, ~~Hartland~~Suite 700, ~~Wisconsin~~Waukesha, ~~53029~~WI 53188-~~8303~~1000 (Address of principal executive offices, including zip code) (262) ~~369~~347-~~8163~~2904 (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:

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

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

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

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

Item 58.0201. ~~Departure~~Other ~~of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Events.

On ~~February~~September 1529, ~~2007~~2008, ~~the Board of Directors of~~ The Middleton Doll Company (the “Company”) ~~appointed~~announced ~~Douglas~~plans to M.deregister ~~Schosser~~the Company’s common stock under the Securities Exchange Act of 1934, as amended, and, ~~Jeffrey~~therefore, Bterminate its obligations to file reports with the Securities and Exchange Commission (“SEC”). ~~Rusinow~~This as“going ~~directors~~dark” oftransaction would be accomplished through a 1,000-to-1 reverse stock split of shares of the Company’s common stock. ~~Each~~All ~~appointment~~shareholders iswith ~~effective~~less ~~February~~than 15one share after the reverse-split will have their fractional shares cashed out at a price of $0.50 in cash per share on a pre-split basis. Shareholders with one or more shares after the reverse-split will continue as shareholders of the Company, ~~2007~~with any fractional share being rounded up to the next whole number of shares.

~~Item~~ If, after ~~5.03.~~the ~~Amendments~~transaction, the Company has fewer than 300 shareholders of record, the Company intends to ~~Articles~~terminate the registration of ~~Incorporation~~its orcommon ~~Bylaws;~~stock ~~Change~~(and inpreferred ~~Fiscal~~stock, ~~Year~~of which there are already fewer than 300 shareholders of record) under the Securities and Exchange Act of 1934, as amended, and become a non-reporting company. If that occurs, the Company will no longer file periodic reports with the SEC, including annual reports on Form 10-K and quarterly reports on Form 10-Q.

OnA ~~February~~copy ~~15, 2007, the Board~~ of ~~Directors of~~ the Company ~~approved a resolution restating in its entirety Section 3.1 of Article III of the Company~~’s ~~By-laws~~press ~~effective February~~release ~~15,~~making ~~2007.~~this ~~The~~announcement ~~restated~~is ~~Section~~attached ~~3.1~~as ~~of Article III of the Company’s By-laws~~Exhibit ~~increases the number of directors of the Company from four to six~~99. ~~The text of the restated Section 3.~~1 ~~of Article III of the Company’s By-laws is attached~~ to this Current Report on Form 8-K ~~as Exhibit 3.1~~ and is incorporated by reference into this Current Report ~~on Form 8-K by reference~~.

Item 9.01.

Financial Statements and Exhibits.

~~(a)~~The ~~Financial~~following ~~Statements~~exhibit ofis ~~Business~~being ~~Acquired.~~filed herewith:

~~Not~~99.1 ~~applicable~~Press Release dated September 29, 2008.

(b) Pro Forma Financial Information.

Not applicable.

(d) Exhibits. The following exhibit is being filed herewith:

3.1 Text of Restated Section 3.1 of Article III of By-laws.

-1-

SIGNATURES

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.

	THE MIDDLETON DOLL COMPANY
	(Registrant)
	By: /s/ Craig R. Bald
	Craig R. Bald
	Chief Financial Officer, Vice President Finance and Treasurer

Dated: ~~February~~September 1529, ~~2007~~2008

Signature Page

THE MIDDLETON DOLL COMPANY

Exhibit Index to Current Report on Form 8-K dated FebruarySeptember 1529, 20072008

Exhibit
Number

399.1 ~~Text~~Press ofRelease ~~Restated~~dated ~~Section~~September ~~3.1~~29, ~~of Article III of By-laws~~2008.

Exhibit Index

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