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1
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NAMES
OF REPORTING PERSONS
Third
Avenue Management
LLC
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2
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CHECK
THE APPROPRIATE BOX IF A
MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)
o
(b)
o
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3
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SEC
USE ONLY
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4
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CITIZENSHIP
OR PLACE OF ORGANIZATION
Third
Avenue Management LLC is a Limited Liability Company organized under
the
laws of the State of Delaware
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NUMBER
OF
SHARES
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5
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SOLE
VOTING POWER
3,891,103
shares
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BENEFICIALLY
OWNED
BY
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6
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SHARED
VOTING POWER
0
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EACH
REPORTING
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7
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SOLE
DISPOSITIVE POWER
3,891,103
shares
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PERSON
WITH
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8
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SHARED
DISPOSITIVE POWER
0
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9
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,891,103
shares
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10
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CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
o
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11
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
19.03%
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12
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TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
IA
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THE
SHARES REFERRED TO ON THIS SCHEDULE 13G WERE PREVIOUSLY REPORTED BY THE
REPORTING PERSON ON SCHEDULE 13D, AS AMENDED. PURSUANT TO SECTION
240.13D-1(B), AS OF THE REPORTING DATE, THE REPORTING PERSON IS ELIGIBLE TO
REPORT THE SHARES BENEFICIALLY OWNED BY THE REPORTING PERSON ON SCHEDULE
13G.
Item
1.
(a) Name
of Issuer: Handleman Company
(b) Address
of Issuer’s Principal Executive Office: 500 Kirts Boulevard, Troy,
Michigan
48084.
Item
2.
(a) Name
of Person Filing: Third Avenue Management LLC (“TAM”).
(TAM
is
sometimes referred to hereinafter as Filer)
(b)
Address
of Principal Business Office or, if none, Residence:
622 Third Avenue, 32nd Floor, New York, NY 10017
(c)
Citizenship: United
States of America
(d)
Title
of
Class of Securities: Common Stock ($0.01 Par
Value)
(e)
CUSIP
Number: 410252100
Item
3.
If
this
statement is filed pursuant to §§ 240.13d-1(b), or 240.13d-2(b) or (c), check
whether the person filing is a:
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(a)
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[ ]
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Broker
or dealer registered under section 15 of the Act (15 U.S.C.
78o).
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(b)
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[ ]
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Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
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(c)
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[ ]
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Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C.
78c).
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(d)
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[ ]
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Investment
company registered under Section 8 of the Investment Company Act
of 1940
(15 U.S.C. 80a-8).
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(e)
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[X]
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An
investment advisor in accordance with §
240.13d-1(b)(1)(ii)(E);
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(f)
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[ ]
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An
employee benefit plan or endowment fund in accordance with §
240.13d-1(b)(1)(ii)(F);
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(g)
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[ ]
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A
parent holding company or control person in accordance with §
240.13d-1(b)(1)(ii)(G);
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(h)
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[ ]
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A
savings association as defined in Section 3(b) of the Federal Deposit
Insurance Act (12 U.S.C. 1813);
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(i)
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[ ]
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A
church plan that is excluded from the definition of an investment
company
under section 3(c)(14) of the Investment Company Act (15 U.S.C.
80a-3);
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(j)
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[ ]
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Group,
in accordance with §
240.13d-1(b)(1)(ii)(J).
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Item
4.
Ownership.
Provide
the following regarding the aggregate the number and percentage of the class
of
securities of the issuer identified in Item 1.
(a) Amount
beneficially
owned: 3,891,103 shares
(b) Percent
of
class: 19.03%
(c) Number
of shares
as to which the person has:
(i) Sole
power to vote or to direct the vote: 3,891,103 shares
(ii) Shared
power to vote or to direct the vote: 0
(iii) Sole
power to dispose or to direct the disposition of: 3,891,103
shares
(iv) Shared
power to dispose or to direct the disposition of: 0
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 5 percent
of
the class of securities, check the following [ ].
Item
6.
Ownership of
More than Five Percent on Behalf of Another Person.
AEGON/TransAmerica
Series-Third Avenue Value Portfolio, an investment company registered under
the
Investment Company Act of 1940, has the right to receive dividends from, and
the
proceeds from the sale of, 506,849 of the shares report by TAM; Met Investors
Series Trust-Third Avenue Small Cap Portfolio, an investment company registered
under the Investment Company Act of 1940, has the right to receive dividends
from, and the proceeds from the sale of, 2,525,933 of the shares report by
TAM;
TAIDEX Third Avenue Value Fund, an investment company registered under the
Investment Company Act of 1940, has the right to receive dividends from, and
the
proceeds from the sale of, 777,780 of the shares report by TAM; and Touchstone
Variable Series Trust-Touchstone Third Avenue Value Fund, an investment company
registered under the Investment Company Act of 1940, has the right to receive
dividends from, and the proceeds from the sale of, 80,541of the shares report
by
TAM.
Item
7.
Identification
and Classification of the Subsidiary Which Acquired the Security Being Reported
on by the Parent Holding Company or Control Person.
Not
Applicable.
Item
8.
Identification
and Classification of Members of the Group.
Not
Applicable.
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 and are held in the ordinary course
of business and were not acquired and are not held for the purpose of or with
the effect of changing or influencing the control of the issuer of the
securities and were not acquired and are not held in connection with or as
a
participant in any transaction having that purpose 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
11,
2008
Date
W.
James
Hall
Signature
General
Counsel
Title