UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
(Amendment No. 4)


Under the Securities Exchange Act of 1934

Crown Crafts, Inc.
(Name of Issuer)
 
Common Stock, $0.01 par value per share
(Title of Class of Securities)
 
228309100
(CUSIP Number)
 
Wynnefield Partners Small Cap Value, L.P.
450 Seventh Avenue, Suite 509
New York, New York 10123
Attention: Mr. Nelson Obus

Copy to:
Jeffrey S. Tullman, Esq.
Kane Kessler, P.C.
1350 Avenue of the Americas, 26th Floor
New York, New York 10019
(212) 541-6222
 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

June 26, 2007
 (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 which is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o.


CUSIP No. 228309100
13D/A
Page 2 of 15 Pages

1
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only)
Wynnefield Partners Small Cap Value, L.P.
13-3688497
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ࿇
(b)࿇
 
3
SEC USE ONLY
 
4
SOURCE OF FUNDS (See Instructions)
WC
 
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(E)  ࿇
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER 
522,600 (See Item 5)
 
8
SHARED VOTING POWER
0
 
9
SOLE DISPOSITIVE POWER
522,600 (See Item 5)
 
10
SHARED DISPOSITIVE POWER
0
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
522,600 (See Item 5)
 
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ࿇
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.9 %
 
14
TYPE OF REPORTING PERSON (See Instructions)
PN
 


CUSIP No. 228309100
13D/A
Page 3 of 15 Pages
 
1
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only)
Wynnefield Partners Small Cap Value, L.P. I
13-3953291
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ࿇
(b)࿇
 
3
SEC USE ONLY
 
4
SOURCE OF FUNDS (See Instructions)
WC
 
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(E)  ࿇
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER 
594,000 (See Item 5)
 
8
SHARED VOTING POWER
0
 
9
SOLE DISPOSITIVE POWER
594,000 (See Item 5)
 
10
SHARED DISPOSITIVE POWER
0
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
594,000 (See Item 5)
 
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ࿇
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.9 %
 
14
TYPE OF REPORTING PERSON (See Instructions)
PN
 
 

CUSIP No. 228309100
13D/A
Page 4 of 15 Pages
 
1
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only)
Wynnefield Small Cap Value Offshore Fund, Ltd.
(No IRS Identification No.)
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ࿇
(b)࿇
 
3
SEC USE ONLY
 
4
SOURCE OF FUNDS (See Instructions)
WC
 
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(E)  ࿇
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER 
335,135 (See Item 5)
 
8
SHARED VOTING POWER
0
 
9
SOLE DISPOSITIVE POWER
335,135 (See Item 5)
 
10
SHARED DISPOSITIVE POWER
0
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
335,135 (See Item 5)
 
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ࿇
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.3 %
 
14
TYPE OF REPORTING PERSON (See Instructions)
CO
 
 

CUSIP No. 228309100
13D/A
Page 5 of 15 Pages
 
1
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only)
Wynnefield Capital Management, LLC
13-4018186
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ࿇
(b)࿇
 
3
SEC USE ONLY
 
4
SOURCE OF FUNDS (See Instructions)
WC
 
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(E)  ࿇
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
New York
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER 
1,116,600 (See Item 5)
 
8
SHARED VOTING POWER
0
 
9
SOLE DISPOSITIVE POWER
1,116,600 (See Item 5)
 
10
SHARED DISPOSITIVE POWER
0
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,116,600 (See Item 5)
 
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ࿇
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.2 %
 
14
TYPE OF REPORTING PERSON (See Instructions)
OO (Limited Liability Company)
 


CUSIP No. 228309100
13D/A
Page 6 of 15 Pages
 
1
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only)
Wynnefield Capital, Inc.
13-3688495
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ࿇
(b)࿇
 
3
SEC USE ONLY
 
4
SOURCE OF FUNDS (See Instructions)
WC
 
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(E)  ࿇
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER 
335,135 (See Item 5)
 
8
SHARED VOTING POWER
0
 
9
SOLE DISPOSITIVE POWER
335,135 (See Item 5)
 
10
SHARED DISPOSITIVE POWER
0
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
335,135 (See Item 5)
 
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ࿇
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.4 %
 
14
TYPE OF REPORTING PERSON (See Instructions)
CO
 


CUSIP No. 228309100
13D/A
Page 7 of 15 Pages
 
1
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only)
Channel Partnership II, L.P.
22-3215653
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ࿇
(b)࿇
 
3
SEC USE ONLY
 
4
SOURCE OF FUNDS (See Instructions)
WC
 
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(E)  ࿇
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
New York
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER 
11,600 (See Item 5)
 
8
SHARED VOTING POWER
0
 
9
SOLE DISPOSITIVE POWER
11,600 (See Item 5)
 
10
SHARED DISPOSITIVE POWER
0
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,600 (See Item 5)
 
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ࿇
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.1 %
 
14
TYPE OF REPORTING PERSON (See Instructions)
PN
 


CUSIP No. 228309100
13D/A
Page 8 of 15 Pages
 
1
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only)
Nelson Obus
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ࿇
(b)࿇
 
3
SEC USE ONLY
 
4
SOURCE OF FUNDS (See Instructions)
N/A
 
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(E)  ࿇
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER 
1,463,335 (See Item 5)
 
8
SHARED VOTING POWER
0
 
9
SOLE DISPOSITIVE POWER
1,463,335 (See Item 5)
 
10
SHARED DISPOSITIVE POWER
0
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,463,335 (See Item 5)
 
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ࿇
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.6%
 
14
TYPE OF REPORTING PERSON (See Instructions)
IN
 
 

CUSIP No. 228309100
13D/A
Page 9 of 15 Pages
 
1
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only)
Joshua Landes
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ࿇
(b)࿇
 
3
SEC USE ONLY
 
4
SOURCE OF FUNDS (See Instructions)
N/A
 
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(E)  ࿇
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER 
1,451,735 (See Item 5)
 
8
SHARED VOTING POWER
0
 
9
SOLE DISPOSITIVE POWER
1,451,735 (See Item 5)
 
10
SHARED DISPOSITIVE POWER
0
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,451,735 (See Item 5)
 
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ࿇
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.5%
 
14
TYPE OF REPORTING PERSON (See Instructions)
IN
 


CUSIP No. 228309100
13D/A
Page 10 of 15 Pages
 
This Amendment No. 4 (the “Amendment”) amends the Statement of Beneficial Ownership on Schedule 13D originally filed with the Securities and Exchange Commission on May 17, 2002, as further amended by Amendment No. 1 filed on January 28, 2003, and as further amended by Amendment No. 2 filed on February 20, 2003, and as further amended by Amendment No. 3 filed on May 12, 2003 (collectively, the “Schedule 13D”) by the Wynnefield Reporting Persons (as defined below) with respect to shares of common stock, par value $1.00 (the “Common Shares”) of Crown Crafts, Inc. (the “Issuer”), whose principal executive offices are located at 916 South Burnside Avenue, Gonzales, Louisiana 70737. Unless specifically amended hereby, the disclosures set forth in the Schedule 13D shall remain unchanged. Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Schedule 13D.

Item 2. Identity and Background.

This Schedule 13D is filed by the Wynnefield Reporting Persons.

(a), (b), (c) and (f). The “Wynnefield Reporting Persons” are Wynnefield Partners Small Cap Value, L.P. (“Wynnefield Partners”), Wynnefield Small Cap Value Offshore Fund, Ltd. (“Wynnefield Offshore”), Wynnefield Partners Small Cap Value, L.P. I (“Wynnefield Partners I”), Channel Partnership II L.P. (“Channel”), Wynnefield Capital Management, LLC (“WCM”), Wynnefield Capital, Inc. (“WCI”) and Nelson Obus and Joshua Landes. The Wynnefield Reporting Persons are each separate and distinct entities with different beneficial owners (whether designated as limited partners or stockholders).

WCM, a New York limited liability company, is the sole general partner of Wynnefield Partners and Wynnefield Partners I, private investment companies organized as limited partnerships under the laws of the State of Delaware. Nelson Obus and Joshua Landes are the co-managing members of WCM and the principal executive officers of WCI, the investment manager of Wynnefield Offshore, a private investment company organized under the laws of the Cayman Islands. Mr. Obus is also the general partner of Channel, a private investment company organized as a limited partnership under the laws of the State of New York. Messrs. Obus and Landes are citizens of the United States of America.

The business address of the Wynnefield Reporting Persons is 450 Seventh Avenue, Suite 509, New York, New York 10123.

(d) and (e). During the last five years, none of the Wynnefield Reporting Persons have been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) 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.

 
CUSIP No. 228309100
13D/A
Page 11 of 15 Pages
 
Item 4. Purpose of Transaction.
 
Item 4 of the Schedule 13D is hereby amended by the addition of the following:
 
On June 26, 2007, the Wynnefield Reporting Persons delivered a letter to the Issuer (the “Nomination Letter”), notifying the Issuer that the Wynnefield Reporting Persons intend to appear at the annual meeting of the Issuer’s stockholders to be held in calendar year 2007 and any adjournments or postponements thereof (the “Annual Meeting”), in person or by proxy, to nominate and seek to elect two individuals as members of the board of directors of the Issuer. The two individuals named as nominees in the Nomination Letter are Nelson Obus and Frederick G. Wasserman (each a “Nominee” and collectively, the “Nominees”). The Wynnefield Reporting Persons intend to solicit proxies on behalf of the Nominees.
 
Set forth below is certain biographical information with respect to each Nominee:

Frederick G. Wasserman, 52 years old, is currently a financial management consultant. Until December 31, 2006, Mr. Wasserman was the Chief Operating/Financial Officer for Mitchell & Ness Nostalgia Co., a privately-held manufacturer and distributor of licensed sportswear and authentic team apparel. Prior to Mitchell & Ness, Mr. Wasserman served as the President of Goebel of North America, a U.S. subsidiary of the German specialty gift maker, from 2001 to 2005. Mr. Wasserman held several positions, including Chief Financial Officer and President with Goebel of North America in 2001. Prior to Goebel, Mr. Wasserman held several positions, including Interim President and full-time Chief Financial Officer with Papel Giftware from 1995 to 2001. He has also served in senior executive and managerial roles at both Chelsea Marketing and Sales and The Score Board, Inc. Mr. Wasserman spent the first 13 years of his career in the public accounting profession, serving at Most, Horowitz & Company; Coopers & Lybrand; and Richard A. Eisner & Company. Mr. Wasserman currently serves as Wynnefield’s observer to the Crown Crafts, Inc. board of directors. Mr. Wasserman also serves as a director of Acme Communications, Inc., Allied Defense Group, Inc., and Teamstaff, Inc. and has been nominated to serve as a member of the board of directors of Gilman + Ciocia, Inc., a regional tax preparation and investment advisory company subject to approval by that company’s stockholders of a pending financing transaction. Mr. Wasserman received a B.S. in Economics from The Wharton School of the University of Pennsylvania in 1976 where he majored in Accounting.

Nelson Obus, 60 years old, has co-managed Wynnefield Partners Small Cap Value, L.P. since its inception in November 1992, Wynnefield Partners Small Cap Value, L.P. I  since its inception in July 1997, and Wynnefield Small Cap Value Offshore Fund, Ltd.  since its inception in January 1997. Mr. Obus has served as president of Wynnefield Capital, Inc. and as co-managing member of Wynnefield Capital Management, LLC since 1992. From February 1990 until September 1992, he was Research Director of Schafer Capital Management, Inc., and Schafer Cullen Management, Inc. Prior thereto, Mr. Obus worked at Lazard Freres & Co. for eight years as an analyst, account executive, and research director in its institutional sales department. He received a B.A. from New York University and an M.A. and A.B.D. from Brandeis University in Politics. Before working in the financial sector, Mr. Obus worked as an educator and land manager in the environmental field. He currently serves on the board of directors of Layne Christensen Company and is also a member of its Compensation Committee and Audit Committee of the board of directors. Mr. Obus has been nominated to serve as a member of the board of directors of Gilman + Ciocia, Inc., a regional tax preparation and investment advisory company subject to approval by that company’s stockholders of a pending financing transaction. He previously served as a director of Sylvan Food Holdings, Inc.

In the event any individual Nominee shall be unable to serve for any reason, the Wynnefield Reporting Persons reserve the right to select a replacement Nominee. Additionally, in the event the Issuer purports to increase the number of directors serving on the board of directors or otherwise increases the number of directors to be elected at the Annual Meeting, the Wynnefield Reporting Persons reserve the right to nominate additional persons as directors to fill any vacancies created by the increase or to fill any additional positions on the board of directors which the Issuer's stockholders shall vote on at the Annual Meeting.
 
 
CUSIP No. 228309100
13D/A
Page 12 of 15 Pages
 
Other than as set forth in this Item 4, the Wynnefield Reporting Persons do not have any current plans, proposals or negotiations that relate to or would result in any of the matters referred to in paragraphs (a) through (j) of Item 4 of the Schedule 13D. The Wynnefield Reporting Persons intend to review their investment in the Issuer on a continuing basis, and to the extent permitted by law, may seek to engage in discussions with other stockholders and/or with management and the board of directors of the Issuer concerning the business, operations or future plans of the Issuer. Depending on various factors including, without limitation, the Issuer’s financial position, the price levels of the Common Shares, conditions in the securities markets and general economic and industry conditions, the Wynnefield Reporting Persons may, in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation, purchasing additional Common Shares, selling Common Shares, engaging in short selling of or any hedging or similar transaction with respect to the Common Shares, taking any other action with respect to the Issuer or any of its securities in any manner permitted by law or changing its intention with respect to any and all matters referred to in paragraphs (a) through (j) of Item 4.

Item 5. Interest in Securities of the Issuer.
 
Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows:
 
(a)-(c). As of June 27, 2007, the Wynnefield Reporting Persons beneficially owned in the aggregate 1,463,335 Common Shares, constituting approximately 14.6% of the outstanding shares of Common Shares (the percentage of shares owned being based upon 10,005,192 Common Shares outstanding as of May 31, 2007, as set forth in the Issuer’s most recent report on Form 10-K for the period ended April 1, 2007, filed with the Securities and Exchange Commission on June 20, 2007. The following table sets forth certain information with respect to Common Shares directly beneficially owned by the Wynnefield Reporting Persons listed below:
 
Name
Number of Common Shares
Percentage of Outstanding Common Shares
Wynnefield Partners
522,600
5.2%
Wynnefield Partners I
594,000
5.9%
Wynnefield Offshore
335,135
3.3%
Channel
11,600
0.1%
 
WCM is the sole general partner of the Wynnefield Partners and Wynnefield Partners I and, accordingly, may be deemed to be the indirect beneficial owner (as that term is defined under Rule 13d-3 under the Exchange Act) of the Common Shares that Wynnefield Partners and Wynnefield Partners I beneficially own. WCM, as the sole general partner of Wynnefield Partners and Wynnefield Partners, has the sole power to direct the voting and disposition of the Common Shares that Wynnefield Partners and Wynnefield Partners I beneficially own. Messrs. Obus and Landes are the co-managing members of WCM and, accordingly, each of Messrs. Obus and Landes may be deemed to be the indirect beneficial owner (as that term is defined under Rule 13d-3 under the Exchange Act) of the Common Shares that WCM may be deemed to beneficially own. Each of Messrs. Obus and Landes, as co-managing members of WCM, shares with the other the power to direct the voting and disposition of the Common Shares that WCM may be deemed to beneficially own.
 
 
CUSIP No. 228309100
13D/A
Page 13 of 15 Pages
 
WCI is the sole investment manager of Wynnefield Offshore and, accordingly, may be deemed to be the indirect beneficial owner (as that term is defined under Rule 13d-3 under the Exchange Act) of the Common Shares that Wynnefield Offshore beneficially owns. WCI, as the sole investment manager of Wynnefield Offshore, has the sole power to direct the voting and disposition of the Common Shares that Wynnefield Offshore beneficially owns. Messrs. Obus and Landes are the principal executive officers of WCI and, accordingly, each of Messrs. Obus and Landes may be deemed to be the indirect beneficial owner (as that term is defined under Rule 13d-3 under the Exchange Act) of the Common Shares that WCI may be deemed to beneficially own. Each of Messrs. Obus and Landes, as the principal executive officers of WCI, shares with the other the power to direct the voting and disposition of the Common Shares that WCI may be deemed to beneficially own.
 
Mr. Obus is the general partner of Channel and accordingly, Mr. Obus may be deemed to be the indirect beneficial owner (as that term is defined under Rule 13d-3 under the Exchange Act) of the Common Shares that Channel may be deemed to beneficially own. Mr. Obus, as the general partner of Channel, has the sole power to direct the voting and disposition of the Common Shares beneficially owned by Channel.
 
Beneficial ownership of the Common Shares shown on the cover pages of and set forth elsewhere in this Schedule 13D for each member of the Wynnefield Reporting Persons assumes that they have not formed a group for purposes of Section 13(d)(3) under the Exchange Act, and Rule 13d-5(b)(1) promulgated thereunder. If the members of the Wynnefield Reporting Persons were deemed to have formed a group for purposes of Section 13(d)(3) and Rule 13d-5(b)(1), the group would be deemed to own beneficially (and may be deemed to have shared voting and dispositive power over) 1,463,335 Common Shares, constituting approximately 14.6% of the outstanding Common Shares (the percentage of shares owned being based upon 10,005,192 Common Shares outstanding as of May 31, 2007, as set forth in the Issuer’s most recent report on Form 10-K for the period ended April 1, 2007, filed with the Securities and Exchange Commission on June 20, 2007).
 
The filing of this Schedule 13D and any future amendment by the Wynnefield Reporting Persons, and the inclusion of information herein and therein with respect to WCM, WCI and Messrs. Obus and Landes, shall not be considered an admission that any of such persons, for the purpose of Section 16(b) of the Exchange Act, are the beneficial owners of any shares in which such persons do not have a pecuniary interest. Each of WCM, WCI and Messrs. Obus and Landes disclaims any beneficial ownership of the shares covered by this Schedule 13D.
 
To the best knowledge of the Wynnefield Reporting Persons, except as described in this Schedule 13D, none of the Wynnefield Reporting Persons, any person in control (ultimately or otherwise) of the Wynnefield Reporting Persons, any general partner, executive officer or director thereof, as applicable, beneficially owns any Common Shares, and there have been no transactions in the Common Shares affected during the past 60 days, by the Wynnefield Reporting Persons, any person in control of the Wynnefield Reporting Persons (ultimately or otherwise), or any general partner, executive officer or director thereof, as applicable.
 
 
CUSIP No. 228309100
13D/A
Page 14 of 15 Pages
 
Item 6. Contracts, Arrangements, Understandings or Relationships with respect to Securities of the Issuer.

On November 4, 2005, the Issuer entered into an agreement (the “Agreement”) with WCI and Mr. Frederick G. Wasserman pursuant to which Mr. Wasserman was given the right, on behalf of WCI, to attend and participate in meetings of the Issuer’s board of directors in a non-voting observer capacity and to receive all information, whether written or oral, discussed with or provided to the Issuer’s directors in connection with such meetings. The Agreement provides that the rights granted to Mr. Wasserman may be terminated by the Issuer on or after the first to occur of the following dates: (i) the date of the next meeting of the Issuer’s stockholders at which directors are to be elected; (ii) the date on which either WCI or Mr. Wasserman, directly or indirectly, (A) publicly offers to acquire more than 20% of the Issuer’s outstanding common stock, (B) solicits proxies for the purpose of electing one or more directors of the Issuer or effecting any change in the composition of the board of directors of the Issuer, or (C) otherwise communicates with the Issuer’s stockholders for the purpose of influencing them to vote in opposition to the Issuer’s management or take a position adverse to management that has been previously approved by a majority of the Issuer’s directors; (iii) the date on which either WCI or Mr. Wasserman breaches the Agreement, in the opinion of a majority of the Issuer’s directors, where such breach is not cured within ten days after notice of such breach from the Issuer’s board of directors; and (iv) the date on which, in the opinion of a majority of the Issuer’s directors, either WCI or Mr. Wasserman becomes engaged or involved, directly or indirectly, in any business or activity that competes with the business of the Issuer.

The Agreement provides that Mr. Wasserman will not be paid any fees or other type of compensation by the Issuer. Mr. Wasserman will be reimbursed for reasonable out-of-pocket business expenses incurred by him in accordance with the Issuer’s reimbursement policies applicable to the Issuer’s directors generally.

Under the Agreement, the Issuer’s board of directors may choose not to provide information to Mr. Wasserman and to exclude Mr. Wasserman from any meeting or portion thereof if a majority of the Issuer’s directors conclude in good faith, and upon the advice of the Issuer’s counsel, that (i) disclosure of such information to Mr. Wasserman, or attendance at such meeting by Mr. Wasserman, would result in the waiver of the attorney-client privilege between the Issuer and its counsel or (ii) the interests of WCI and Mr. Wasserman in respect of the subject matter of such information or meeting are different than, in addition to or in conflict with the interests of the Issuer’s stockholders generally.

Except for the agreement described above, to the best knowledge of the Wynnefield Reporting Persons, any person in control (ultimately or otherwise) of the Wynnefield Reporting Persons, or any general partner, executive officer or director thereof, as applicable, there are no contracts, arrangements, understandings or relationships (legal or otherwise) between the Wynnefield Reporting Persons, and any other person, with respect to any securities of the Issuer, including, but not limited to, transfer or voting of any of the securities, finder's fees, joint ventures, loan or option agreements, puts or calls, guarantees of profits, divisions of profits or loss, or the giving or withholding of proxies.

Item 7. Material to be Filed as Exhibits.

Item 7 of the Schedule 13D is hereby amended to including the following:
 
Exhibit 3
Agreement among Crown Crafts, Inc., Wynnefield Capital, Inc. and Frederick G. Wasserman dated November 4, 2005 (incorporated herein by reference to Exhibit 10.1 of the Crown Crafts, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on November 10, 2005).
 
 
CUSIP No. 228309100
13D/A
Page 15 of 15 Pages

 
SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Schedule 13D is true, complete and correct.

Date: June 27, 2007
 
     
  WYNNEFIELD PARTNERS SMALL CAP VALUE, L.P.
 
 		  
 		  
 
  By:  Wynnefield Capital Management, LLC, General Partner
     
  By:   /s/ Nelson Obus
 
Nelson Obus, Co-Managing Member
   
     
  WYNNEFIELD PARTNERS SMALL CAP VALUE, L.P. I
 
 		  
 		  
 
  By:  Wynnefield Capital Management, LLC, General Partner
     
  By:   /s/ Nelson Obus
 
Nelson Obus, Co-Managing Member
   
     
  WYNNEFIELD SMALL CAP VALUE OFFSHORE FUND, LTD.
 
 		  
 		  
 
  By:  Wynnefield Capital, Inc.
     
  By:   /s/ Nelson Obus
 
Nelson Obus, President
   
     
  CHANNEL PARTNERSHIP II, L.P.
 
 		  
 		  
 
  By:   /s/ Nelson Obus
 
Nelson Obus, General Partner
   
     
  WYNNEFIELD CAPITAL MANAGEMENT, LLC
     
  By:   /s/ Nelson Obus
 
Nelson Obus, Co-Managing Member
   
     
  WYNNEFIELD CAPITAL, INC.
     
  By:   /s/ Nelson Obus
 
Nelson Obus, President
   
     
    /s/ Nelson Obus
 
Nelson Obus, Individually
   
     
    /s/ Joshua H. Landes
 
Joshua H. Landes, Individually