A. Schulman 13DA24

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

(Amendment No. 24)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)

A. Schulman, Inc.

(Name of Issuer)

Common Stock, par value $1.00 per share

(Title of Class of Securities)

808194104

(CUSIP Number)

Mr. James A. Mitarotonda

c/o Barington Companies Equity Partners, L.P.

888 Seventh Avenue, 17th Floor

New York, NY 10019

(212) 974-5700

(Name, Address and Telephone Number of

Person Authorized to Receive Notices

and Communications)

April 23, 2009

(Date of Event which Requires Filing

of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f), or 13d-1(g), check the following box: [ ].

(Continued on following pages)

(Page 1 of 19 Pages)


	SCHEDULE 13D
CUSIP No. 808194104		Page 2 of 19 Pages


1)	NAME OF REPORTING PERSON

	Barington Companies Equity Partners, L.P.


2)	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a)	[X]
		(b)	[ ]


3)	SEC USE ONLY


4)	SOURCE OF FUNDS
	WC


5)	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
	PURSUANT TO ITEMS 2(d) OR 2(e)	[ ]


6)	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware


		7) SOLE VOTING POWER
	NUMBER OF	645,724
	SHARES
	BENEFICIALLY	8) SHARED VOTING POWER
	OWNED BY	None
	EACH
	REPORTING	9) SOLE DISPOSITIVE POWER
	PERSON	645,724
	WITH
		10) SHARED DISPOSITIVE POWER
		None


11)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	645,724


12)	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		[ ]


13)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	2.48%


14)	TYPE OF REPORTING PERSON
	PN


	SCHEDULE 13D
CUSIP No. 808194104		Page 3 of 19 Pages


1)	NAME OF REPORTING PERSON

	Barington Companies Investors, LLC


2)	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a)	[X]
		(b)	[ ]


3)	SEC USE ONLY


4)	SOURCE OF FUNDS
	OO


5)	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
	PURSUANT TO ITEMS 2(d) OR 2(e)	[ ]


6)	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware


		7) SOLE VOTING POWER
	NUMBER OF	645,724
	SHARES
	BENEFICIALLY	8) SHARED VOTING POWER
	OWNED BY	None
	EACH
	REPORTING	9) SOLE DISPOSITIVE POWER
	PERSON	645,724
	WITH
		10) SHARED DISPOSITIVE POWER
		None


11)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	645,724


12)	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		[ ]


13)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	2.48%


14)	TYPE OF REPORTING PERSON
	OO


	SCHEDULE 13D
CUSIP No. 808194104		Page 4 of 19 Pages


1)	NAME OF REPORTING PERSON

	Barington Investments, L.P.


2)	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a)	[X]
		(b)	[ ]


3)	SEC USE ONLY


4)	SOURCE OF FUNDS
	WC


5)	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
	PURSUANT TO ITEMS 2(d) OR 2(e)	[ ]


6)	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware


		7) SOLE VOTING POWER
	NUMBER OF	484,713
	SHARES
	BENEFICIALLY	8) SHARED VOTING POWER
	OWNED BY	None
	EACH
	REPORTING	9) SOLE DISPOSITIVE POWER
	PERSON	484,713
	WITH
		10) SHARED DISPOSITIVE POWER
		None


11)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	484,713


12)	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		[ ]


13)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	1.86%


14)	TYPE OF REPORTING PERSON
	PN


	SCHEDULE 13D
CUSIP No. 808194104		Page 5 of 19 Pages


1)	NAME OF REPORTING PERSON

	Barington Companies Advisors, LLC


2)	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a)	[X]
		(b)	[ ]


3)	SEC USE ONLY


4)	SOURCE OF FUNDS
	OO


5)	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
	PURSUANT TO ITEMS 2(d) OR 2(e)	[ ]


6)	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware


		7) SOLE VOTING POWER
	NUMBER OF	484,713
	SHARES
	BENEFICIALLY	8) SHARED VOTING POWER
	OWNED BY	None
	EACH
	REPORTING	9) SOLE DISPOSITIVE POWER
	PERSON	484,713
	WITH
		10) SHARED DISPOSITIVE POWER
		None


11)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	484,713


12)	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		[ ]


13)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	1.86%


14)	TYPE OF REPORTING PERSON
	OO


	SCHEDULE 13D
CUSIP No. 808194104		Page 6 of 19 Pages


1)	NAME OF REPORTING PERSON

	Barington Companies Offshore Fund, Ltd.


2)	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a)	[X]
		(b)	[ ]


3)	SEC USE ONLY


4)	SOURCE OF FUNDS
	WC


5)	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
	PURSUANT TO ITEMS 2(d) OR 2(e)	[ ]


6)	CITIZENSHIP OR PLACE OF ORGANIZATION
	British Virgin Islands


		7) SOLE VOTING POWER
	NUMBER OF	166,879
	SHARES
	BENEFICIALLY	8) SHARED VOTING POWER
	OWNED BY	None
	EACH
	REPORTING	9) SOLE DISPOSITIVE POWER
	PERSON	166,879
	WITH
		10) SHARED DISPOSITIVE POWER
		None


11)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	166,879


12)	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		[ ]


13)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	0.64%


14)	TYPE OF REPORTING PERSON
	CO


	SCHEDULE 13D
CUSIP No. 808194104		Page 7 of 19 Pages


1)	NAME OF REPORTING PERSON

	Barington Offshore Advisors II, LLC


2)	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a)	[X]
		(b)	[ ]


3)	SEC USE ONLY


4)	SOURCE OF FUNDS
	OO


5)	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
	PURSUANT TO ITEMS 2(d) OR 2(e)	[ ]


6)	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware


		7) SOLE VOTING POWER
	NUMBER OF	166,879
	SHARES
	BENEFICIALLY	8) SHARED VOTING POWER
	OWNED BY	None
	EACH
	REPORTING	9) SOLE DISPOSITIVE POWER
	PERSON	166,879
	WITH
		10) SHARED DISPOSITIVE POWER
		None


11)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	166,879


12)	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		[ ]


13)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	0.64%


14)	TYPE OF REPORTING PERSON
	IA, OO


	SCHEDULE 13D
CUSIP No. 808194104		Page 8 of 19 Pages


1)	NAME OF REPORTING PERSON

	Barington Capital Group, L.P.


2)	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a)	[X]
		(b)	[ ]


3)	SEC USE ONLY


4)	SOURCE OF FUNDS
	OO


5)	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
	PURSUANT TO ITEMS 2(d) OR 2(e)	[ ]


6)	CITIZENSHIP OR PLACE OF ORGANIZATION
	New York


		7) SOLE VOTING POWER
	NUMBER OF	1,297,316
	SHARES
	BENEFICIALLY	8) SHARED VOTING POWER
	OWNED BY	None
	EACH
	REPORTING	9) SOLE DISPOSITIVE POWER
	PERSON	1,297,316
	WITH
		10) SHARED DISPOSITIVE POWER
		None


11)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	1,297,316


12)	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		[ ]


13)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	4.98%


14)	TYPE OF REPORTING PERSON
	PN


	SCHEDULE 13D
CUSIP No. 808194104		Page 9 of 19 Pages


1)	NAME OF REPORTING PERSON

	LNA Capital Corp.


2)	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a)	[X]
		(b)	[ ]


3)	SEC USE ONLY


4)	SOURCE OF FUNDS
	OO


5)	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
	PURSUANT TO ITEMS 2(d) OR 2(e)	[ ]


6)	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware


		7) SOLE VOTING POWER
	NUMBER OF	1,297,316
	SHARES
	BENEFICIALLY	8) SHARED VOTING POWER
	OWNED BY	None
	EACH
	REPORTING	9) SOLE DISPOSITIVE POWER
	PERSON	1,297,316
	WITH
		10) SHARED DISPOSITIVE POWER
		None


11)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	1,297,316


12)	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		[ ]


13)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	4.98%


14)	TYPE OF REPORTING PERSON
	CO


	SCHEDULE 13D
CUSIP No. 808194104		Page 10 of 19 Pages


1)	NAME OF REPORTING PERSON

	James A. Mitarotonda


2)	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a)	[X]
		(b)	[ ]


3)	SEC USE ONLY


4)	SOURCE OF FUNDS
	OO


5)	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
	PURSUANT TO ITEMS 2(d) OR 2(e)	[ ]


6)	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States


		7) SOLE VOTING POWER
	NUMBER OF	1,304,316 (See Item 5)
	SHARES
	BENEFICIALLY	8) SHARED VOTING POWER
	OWNED BY	None
	EACH
	REPORTING	9) SOLE DISPOSITIVE POWER
	PERSON	1,297,316 (See Item 5)
	WITH
		10) SHARED DISPOSITIVE POWER
		None


11)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	1,304,316 (See Item 5)


12)	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		[ ]


13)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	5.0% (See Item 5)


14)	TYPE OF REPORTING PERSON
	IN

Page 11 of 19 Pages

This Amendment No. 24 amends and supplements the Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on June 6, 2005, as amended by that certain Amendment No. 1 filed with the SEC on July 1, 2005, that certain Amendment No. 2 filed with the SEC on August 3, 2005, that certain Amendment No. 3 filed with the SEC on August 25, 2005, that certain Amendment No. 4 filed with the SEC on September 8, 2005, that certain Amendment No. 5 filed with the SEC on September 13, 2005, that certain Amendment No. 6 filed with the SEC on September 28, 2005, that certain Amendment No. 7 filed with the SEC on October 11, 2005, that certain Amendment No. 8 filed with the SEC on October 25, 2006, that certain Amendment No. 9 filed with the SEC on May 30, 2006, that certain Amendment No. 10 filed with the SEC on June 1, 2006, that certain Amendment No. 11 filed with the SEC on September 28, 2006, that certain Amendment No. 12 filed with the SEC on October 10, 2006, that certain Amendment No. 13 filed with the SEC on October 12, 2006, that certain Amendment No. 14 filed with the SEC on October 26, 2006, that certain Amendment No. 15 filed with the SEC on November 7, 2006, that certain Amendment No. 16 filed with the SEC on April 4, 2007, that certain Amendment No. 17 filed with the SEC on August 13, 2007, that certain Amendment No. 18 filed with the SEC on October 9, 2007, that certain Amendment No. 19 filed with the SEC on October 29, 2007, that certain Amendment No. 20 filed with the SEC on November 19, 2007, that certain Amendment No. 21 filed with the SEC on May 29, 2008, that certain Amendment No. 22 filed with the SEC on September 15, 2008 and that certain Amendment No. 23 filed with the SEC on January 7, 2009 (collectively, the “Statement”), by and on behalf of Barington Companies Equity Partners, L.P. and others with respect to the common stock, par value $1.00 per share (the “Common Stock”), of A. Schulman, Inc., a Delaware corporation (the “Company”). The principal executive offices of the Company are located at 3550 West Market Street, Akron, Ohio 44333.

Item 2. Identity and Background.

Item 2 of the Statement is hereby amended and restated as follows:

(a) - (c) This Statement is being filed by Barington Companies Equity Partners, L.P., Barington Companies Investors, LLC, Barington Investments, L.P., Barington Companies Advisors, LLC, Barington Companies Offshore Fund, Ltd., Barington Offshore Advisors II, LLC, Barington Capital Group, L.P., LNA Capital Corp. and James A. Mitarotonda (each, a “Reporting Entity” and, collectively, the “Reporting Entities”).

As of April 28, 2009, the Reporting Entities are the beneficial owners of, in the aggregate, 1,304,316 shares of Common Stock, representing approximately 5.0% of the shares of Common Stock presently outstanding.

Barington Companies Equity Partners, L.P. is a Delaware limited partnership. The principal business of Barington Companies Equity Partners, L.P. is acquiring, holding and disposing of investments in various companies. The address of the principal business and principal office of Barington Companies Equity Partners, L.P. is 888 Seventh Avenue, 17th Floor, New York, New York 10019.

Barington Investments, L.P. is a Delaware limited partnership. The principal business of Barington Investments, L.P. is acquiring, holding and disposing of investments in various companies. The address of the principal business and principal office of Barington Investments, L.P. is 888 Seventh Avenue, 17th Floor, New York, New York 10019.

Page 12 of 19 Pages

Barington Companies Offshore Fund, Ltd. is an international business company organized under the laws of the British Virgin Islands. The principal business of Barington Companies Offshore Fund, Ltd. is acquiring, holding and disposing of investments in various companies. The address of the principal business and principal office of Barington Companies Offshore Fund, Ltd. is c/o Bison Financial Services Limited, Bison Court, Road Town, Tortola, British Virgin Islands. The executive officers and directors of Barington Companies Offshore Fund, Ltd. and their principal occupations and business addresses are set forth on Schedule I and incorporated by reference in this Item 2.

The general partner of Barington Companies Equity Partners, L.P. is Barington Companies Investors, LLC. Barington Companies Investors, LLC is a Delaware limited liability company. The principal business of Barington Companies Investors, LLC is serving as the general partner of Barington Companies Equity Partners, L.P. The address of the principal business and principal office of Barington Companies Investors, LLC is 888 Seventh Avenue, 17th Floor, New York, New York 10019. James A. Mitarotonda is the Managing Member of Barington Companies Investors, LLC.

The general partner of Barington Investments, L.P. is Barington Companies Advisors, LLC. Barington Companies Advisors, LLC is a Delaware limited liability company. The principal business of Barington Companies Advisors, LLC is serving as the general partner of Barington Investments, L.P. The address of the principal business and principal office of Barington Companies Advisors, LLC is 888 Seventh Avenue, 17th Floor, New York, New York 10019. James A. Mitarotonda is the Managing Member of Barington Companies Advisors, LLC.

The investment advisor of Barington Companies Offshore Fund, Ltd. is Barington Offshore Advisors II, LLC. Barington Offshore Advisors II, LLC is a Delaware limited liability company. The principal business of Barington Offshore Advisors II, LLC is serving as the investment advisor of Barington Companies Offshore Fund, Ltd. The address of the principal business and principal office of Barington Offshore Advisors II, LLC is 888 Seventh Avenue, 17th Floor, New York, New York 10019. James A. Mitarotonda is the Managing Member of Barington Offshore Advisors II, LLC.

Barington Companies Investors, LLC, Barington Companies Advisors, LLC and Barington Offshore Advisors II, LLC are each majority-owned subsidiaries of Barington Capital Group, L.P. Barington Capital Group, L.P. is a New York limited partnership. The principal business of Barington Capital Group, L.P. is acquiring, holding and disposing of investments in various companies. The address of the principal business and principal office of Barington Capital Group, L.P. is 888 Seventh Avenue, 17th Floor, New York, New York 10019.

The general partner of Barington Capital Group, L.P. is LNA Capital Corp. LNA Capital Corp. is a Delaware corporation. The principal business of LNA Capital Corp. is serving as the general partner of Barington Capital Group, L.P. The address of the principal business and principal office of LNA Capital Corp. is c/o Barington Capital Group, L.P., 888 Seventh Avenue, 17th Floor, New York, New York 10019. James A. Mitarotonda is the sole stockholder and director of LNA Capital Corp. The executive officers of LNA Capital Corp. and their principal occupations and business addresses are set forth on Schedule I and incorporated by reference in this Item 2. The principal occupation of Mr. Mitarotonda is serving as the Chairman and Chief Executive Officer of Barington Capital Group, L.P. The business address of Mr. Mitarotonda is c/o Barington Capital Group, L.P., 888 Seventh Avenue, 17th Floor, New York, New York 10019.

Page 13 of 19 Pages

The Reporting Entities do not believe that certain of the foregoing information is called for by the Items of Schedule 13D and are disclosing it for supplemental informational purposes only. Information with respect to each of the Reporting Entities is given solely by such Reporting Entity and no Reporting Entity shall have responsibility for the accuracy or completeness of information supplied by another Reporting Entity.

(d) - (e) During the last five years, none of the Reporting Entities or any other person identified in response to this Item 2 was convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors) or was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f) Each natural person identified in Item 2 is a citizen of the United States, other than Graham Cook, a director of Barington Companies Offshore Fund, Ltd., who is a citizen of the United Kingdom, Jonathan Clipper, a director of Barington Companies Offshore Fund, Ltd., who is a citizen of Bermuda and the United Kingdom, and Sasha Castle, the Assistant Secretary of Barington Companies Offshore Fund, Ltd., who is a citizen of Bermuda.

Item 3.

Source and Amount of Funds or Other Consideration.

Item 3 of the Statement is hereby amended and supplemented as follows:

Since the filing of the Statement, Barington Companies Equity Partners, L.P. purchased an aggregate of 3,500 shares of Common Stock. The amount of funds expended for such purchases was approximately $48,841.50 (excluding commissions and other execution-related costs) by Barington Companies Equity Partners, L.P.

All purchases of Common Stock since the filing of the Statement were made in open market transactions. All such purchases of Common Stock were funded by working capital, which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business. All transactions in shares of Common Stock effected by the Reporting Entities since the filing of the Statement are set forth in Schedule II attached hereto and incorporated herein by reference.

Item 4.

Purpose of Transaction.

Item 4 of the Statement is hereby amended and supplemented as follows:

On January 14, 2009 and April 3, 2009, Barington Companies Offshore Fund, Ltd. made distributions of 8,927 and 250,637 shares, respectively, of Common Stock to redeeming investors as payment of such investors’ redemption proceeds, and on April 23, 2009, Barington Companies Equity Partners, L.P. made a distribution of 15,737 shares of Common Stock to a redeeming investor as payment of such investors’ redemption proceeds. In addition, at the request of certain investors, 4,784 shares of Common Stock were transferred from their accounts at Barington Companies Offshore Fund, Ltd. to accounts at Barington Companies Equity Partners, L.P.

Item 5.

Interest in Securities of the Issuer.

Items 5(a) - (c) of the Statement are hereby amended and restated as follows:

(a)

As of April 28, 2009, Barington Companies Equity Partners, L.P. beneficially owns an aggregate of 645,724 shares of Common Stock, representing approximately 2.48% of the shares of Common Stock presently outstanding based upon the 26,071,265 shares of Common Stock reported by the Company to be issued and outstanding as of March 31, 2009 in its Form 10-Q filed with the Securities and Exchange Commission on April 3, 2009 (the “Issued and Outstanding Shares”).

As of April 28, 2009, Barington Investments, L.P. beneficially owns 484,713 shares of Common Stock, representing approximately 1.86% of the Issued and Outstanding Shares. As of April 28, 2009, Barington Companies Offshore Fund, Ltd. beneficially owns 166,879 shares of Common Stock, representing approximately 0.64% of the Issued and Outstanding Shares. As the general partner of Barington Companies Equity Partners, L.P., Barington Companies Investors, LLC may be deemed to

Page 14 of 19 Pages

beneficially own the 645,724 shares of Common Stock beneficially owned by Barington Companies Equity Partners, L.P., representing approximately 2.48% of the Issued and Outstanding Shares. As the general partner of Barington Investments, L.P., Barington Companies Advisors, LLC may be deemed to beneficially own the 484,713 shares of Common Stock beneficially owned by Barington Investments, L.P., representing approximately 1.86% of the Issued and Outstanding Shares. As the investment advisor to Barington Companies Offshore Fund, Ltd., Barington Offshore Advisors II, LLC may be deemed to beneficially own the 166,879 shares of Common Stock beneficially owned by Barington Companies Offshore Fund, Ltd., representing approximately 0.64% of the Issued and Outstanding Shares. As the majority member of Barington Companies Investors, LLC, Barington Companies Advisors, LLC and Barington Offshore Advisors II, LLC, Barington Capital Group, L.P. may be deemed to beneficially own the 645,724 shares of Common Stock beneficially owned by Barington Companies Equity Partners, L.P., the 484,713 shares of Common Stock beneficially owned by Barington Investments, L.P. and the 166,879 shares of Common Stock beneficially owned by Barington Companies Offshore Fund, Ltd., constituting an aggregate of 1,297,316 shares, representing approximately 4.98% of the Issued and Outstanding Shares. As the general partner of Barington Capital Group, L.P., LNA Capital Corp. may be deemed to beneficially own the 645,724 shares of Common Stock beneficially owned by Barington Companies Equity Partners, L.P., the 484,713 shares of Common Stock beneficially owned by Barington Investments, L.P. and the 166,879 shares of Common Stock beneficially owned by Barington Companies Offshore Fund, Ltd., constituting an aggregate of 1,297,316 shares of Common Stock, representing approximately 4.98% of the Issued and Outstanding Shares. As the sole stockholder and director of LNA Capital Corp., James A. Mitarotonda may be deemed to beneficially own the 645,724 shares of Common Stock beneficially owned by Barington Companies Equity Partners, L.P., the 484,713 shares of Common Stock beneficially owned by Barington Investments, L.P. and the 166,879 shares of Common Stock beneficially owned by Barington Companies Offshore Fund, Ltd., constituting an aggregate of 1,297,316 shares of Common Stock. Mr. Mitarotonda, who is a director of the Company, also beneficially owns 2,000 shares of restricted Common Stock granted to him under the Company’s 2002 Equity Incentive Plan and 5,000 shares of restricted Common Stock granted to him under the Company’s 2006 Equity Incentive Plan. As a result, Mr. Mitarotonda may be deemed to beneficially own an aggregate of 1,304,316 shares of Common Stock, representing approximately 5.0% of the Issued and Outstanding Shares. Mr. Mitarotonda has sole voting and dispositive power with respect to the 645,724 shares of Common Stock beneficially owned by Barington Companies Equity Partners, L.P., the 484,713 shares of Common Stock beneficially owned by Barington Investments, L.P. and the 166,879 shares of Common Stock beneficially owned by Barington Companies Offshore Fund, Ltd. Mr. Mitarotonda has sole voting power, but not dispositive power, with respect to the 7,000 shares of restricted Common Stock beneficially owned by him. Other than with respect to the 7,000 shares of restricted Common Stock owned by him, Mr. Mitarotonda disclaims beneficial ownership of any such shares except to the extent of his pecuniary interest therein.

(b)

Each of the Reporting Entities may be deemed to have sole voting and dispositive power over the shares of Common Stock reported as beneficially owned by such person by virtue of their respective positions as described in paragraph (a), except that Mr. Mitarotonda has sole voting power, but not dispositive power, over the 7,000 shares of restricted Common Stock beneficially owned by him.

Page 15 of 19 Pages

Each of the Reporting Entities may be deemed to have sole voting and dispositive power with respect to the shares each reports as beneficially owned by such person, regardless of the fact that multiple Reporting Entities within the same chain of ownership report sole voting and dispositive power with respect to such shares. Each such Reporting Entity reports sole voting and dispositive power with respect to such shares based on such person’s relationship to the other Reporting Entities within the same chain of ownership. Except to the extent expressly stated herein, each Reporting Entity disclaims beneficial ownership of any shares of Common Stock beneficially owned by any other Reporting Entity.

(c)

Information concerning all transactions in shares of Common Stock effected by the Reporting Entities since the filing of the statement is set forth in Schedule II attached hereto and incorporated herein by reference.

Page 16 of 19 Pages

SIGNATURES

After reasonable inquiry and to the best knowledge and belief of the undersigned, the undersigned certify that the information set forth in this Statement is true, complete and correct.

Dated: April 28, 2009

BARINGTON COMPANIES EQUITY PARTNERS, L.P.

By:

Barington Companies Investors, LLC, its general partner

By: /s/ James A. Mitarotonda

Name: James A. Mitarotonda

Title: Managing Member

BARINGTON COMPANIES INVESTORS, LLC

By: /s/ James A. Mitarotonda

Name: James A. Mitarotonda

Title: Managing Member

BARINGTON INVESTMENTS, L.P.

By:

Barington Companies Advisors, LLC, its general partner

By: /s/ James A. Mitarotonda

Name: James A. Mitarotonda

Title: Managing Member

BARINGTON COMPANIES ADVISORS,

LLC

By: /s/ James A. Mitarotonda

Name: James A. Mitarotonda

Title: Managing Member

Page 17 of 19 Pages

BARINGTON COMPANIES OFFSHORE FUND, LTD.

By: /s/ James A. Mitarotonda

Name: James A. Mitarotonda

Title: President

BARINGTON OFFSHORE ADVISORS II, LLC

By: /s/ James A. Mitarotonda

Name: James A. Mitarotonda

Title: Managing Member

BARINGTON CAPITAL GROUP, L.P.

By: LNA Capital Corp., its general

partner

By: /s/ James A. Mitarotonda

Name: James A. Mitarotonda

Title: President and CEO

LNA CAPITAL CORP.

By: /s/ James A. Mitarotonda

Name: James A. Mitarotonda

Title: President and CEO

/s/ James A. Mitarotonda

James A. Mitarotonda

Page 18 of 19 Pages

SCHEDULE I

Directors and Officers of Barington Companies Offshore Fund, Ltd.


Name and Position	Principal Occupation	Principal Business Address

James A. Mitarotonda	Chairman and Chief Executive Officer	888 Seventh Avenue
President and Treasurer	of Barington Capital	17^th Floor
	Group, L.P.	New York, NY 10019

Sebastian E. Cassetta	Chief Operating Officer and Managing	415 Mine Hill Road
Director	Member of Singer Partners, LLC	Fairfield, CT 06824


Jonathan Clipper	Managing Director of	7 Reid Street, Suite 108
Director	Bedford Management Ltd.	Hamilton HM11, Bermuda

Graham Cook	Director/Manager, Corporate	Bison Court
Director	Services of Bison Financial	P.O. Box 3460
	Services, Ltd.	Road Town, Tortola
		British Virgin Islands

Citigroup Fund Services, Ltd.	Fund Administration	Washington Mall 1, 3^rd Flr.
Secretary		22 Church Street
		Hamilton HM11, Bermuda

Sasha Castle	Asst. Vice President,	Washington Mall I, 3rd Flr.
Assistant Secretary	Corporate Dept. of Citigroup	Reid Street
	Fund Services (Bermuda) Ltd	Hamilton HM 11, Bermuda

Officers of LNA Capital Corp.


Name and Position	Principal Occupation	Principal Business Address

James A. Mitarotonda Chairman, President, CEO and Treasurer	Chairman and Chief Executive Officer of Barington Capital Group, L.P.	888 Seventh Avenue 17^th Floor New York, NY 10019

Jared L. Landaw Secretary	Senior Managing Director and General Counsel of Barington Capital Group, L.P.	888 Seventh Avenue 17^th Floor New York, NY 10019

Page 19 of 19 Pages

SCHEDULE II

This schedule sets forth information with respect to each purchase of Common Stock which was effectuated by a Reporting Entity since the filing of the Statement. All transactions were effectuated in the open market through a broker.

Shares purchased by Barington Companies Equity Partners, L.P.


Date	Number of Shares	Price per Share	*Cost()**
04/27/2009	2,500	$13.7854	$34,463.50
04/28/2009	1,000	$14.3780	$14,378.00

(*) Excludes commissions and other execution-related costs.