WASHINGTON, DC  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 the earliest event reported)
November 3, 2004

                  Lifetime Hoan Corporation
   (Exact name of registrant as specified in its charter)

       (State or other jurisdiction of incorporation)
          1-19254                          11-2682486
     (Commission File Number)      (IRS Employer Identification No.)

One Merrick Avenue, Westbury, New York              11590
(Address of principal executive offices)          (Zip Code)

Registrant's telephone number, including area code:    (516)683-6000

(Former name or former address, if changed since last

Item 2.02.  Results of Operation and Financial Condition

On November 3, 2004, Lifetime Hoan Corporation ("the
Company") issued a press release setting forth the Company's
third-quarter 2004 earnings.  A copy of the Company's press
release is attached hereto as Exhibit 99 and hereby
incorporated by reference.

Item 9.01.  Financial Statements and Exhibits
  c)   Exhibits
     99 - Press Release, dated November 3, 2004


     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 thereunto duly

                    Lifetime Hoan Corporation

                    By:       /s/ Robert McNally
                         Robert McNally
                         Vice President of Finance and
                         Chief Financial Officer

Date:  November 3, 2004


(NASDAQ   NM:  LCUT),  a  leading  designer,  marketer   and
distributor of housewares, today announced results  for  the
third quarter and nine months ended September 30, 2004.

For  the  third  quarter of 2004, net  sales  totaled  $51.2
million compared to $44.1 million for the same period of the
prior year. The Company reported net income of $2.6 million,
or  $0.23  per diluted share, compared to $2.9  million,  or
$0.27 per diluted share, for the third quarter of 2003.

Net  sales  for  the  nine months ended September  30,  2004
totaled  $121.4  million compared to $98.3 million  for  the
same  period in 2003, an increase of 23.5%. Net  income  for
the  period  was  $3.1 million, or $0.28 per diluted  share,
compared  to $3.0 million, or $0.28 per diluted share,  last

Jeffrey  Siegel,  Chairman, President  and  Chief  Executive
Officer,  commented, "Lifetime's net revenues for the  third
quarter   increased   by  16%.  This  significant   increase
notwithstanding, the results for the quarter  did  not  meet
our expectations.

"Sales  did  not  attain  our earlier  forecast  principally
because of late delivery of merchandise from overseas.  Some
of  our suppliers encountered difficulties with the start-up
of  production  of  new product lines. The affected  product
lines included our new lines of KitchenAid(R) cutlery, our new
ceramic  S'mores  Maker(TM) and our new Smokeless Tabletop
Griller(TM).  In some  cases,  these  products  utilize   new
materials  or  combinations of materials that, coupled  with
our  stringent quality requirements, resulted in  unexpected
problems  for our suppliers. As a result, a number of  sales
programs  did not begin as scheduled during the quarter.  In
addition,  our  supply  chain  faced  a  number   of   other
challenges,   including  shortages   and   delays   in   the
availability of raw materials in Asia and delays  caused  by
congestion at ports in the United States. While these start-
up  and  other supply chain issues had a negative impact  on
sales,  we believe they have generally been resolved and  we
expect  the  flow of merchandise to continue at satisfactory
levels through the important holiday shipping season."

Mr.  Siegel  continued, "Many of our retail  customers  also
faced  challenges  during the quarter. These  resulted  from
high  gasoline prices and severe weather in the Southeastern
United  States. In addition, measures instituted earlier  in
2004  by  a  major customer to improve inventory  turns  and
lower  its  in-stock  position  continued.  Together,  these
factors had a negative effect on the timing and reduced  the
size of orders we received during the quarter, when compared
to our expectations.

"Our  profitability in the quarter did not meet our  target,
principally as a result of lower than anticipated net sales.
Our   gross  margin  percentage  fell  by  1.6%,  reflecting
proportionally  higher sales of products that  traditionally
carry  lower gross profit margins. This was due to increased
sales of  products sold under the KitchenAid(R) brand, which
generate  a lower gross profit margin due to the added  cost
of   royalties,  as  well  as  higher  sales  of   bakeware,
functional glassware and tabletop products.

"Selling,  general and administrative (SG&A)  expenses  rose
due  to  the  increase in the share of space in  our  outlet
stores for which Lifetime is responsible compared with  same
quarter  last  year,  as  well as  added  costs  related  to
strengthening   our   product  development,   sourcing   and
sales/marketing infrastructure. We believe that our  planned
investments in these areas, which had a negative  impact  on
our  profitability  during  the quarter,  are  necessary  to
ensure  our growth and will have a positive impact on future
profitability.  In addition, SG&A expenses  increased  as  a
result  of  the acquisitions of the business and  assets  of
USE(R) - Tools for Civilization(R), Gemco Ware and Excel."

Mr.  Siegel  concluded, "As a result  of  the  third-quarter
developments, we have reviewed our forecast and refined  our
guidance  for  2004. We are lowering our net sales  guidance
for  the year to approximately $190 - $197 million from $202
-  $212  million. Consequently, we are lowering our earnings
per share estimate to approximately $0.78 - $0.87 from $0.95
- $1.10."

Lifetime   Hoan   noted   that  third-quarter   2004   sales
attributable to the :USE(R) - Tools for Civilization(R), Gemco
Ware and Excel businesses, which the Company acquired during
the last twelve months, totaled $5.1 million.

Separately,  the  Company  announced  that  its   Board   of
Directors  declared  a regular quarterly  cash  dividend  of
$0.0625   per  share,  payable  on  November  19,  2004   to
shareholders of record on November 5, 2004.

Lifetime  Hoan  has scheduled a conference  call  Wednesday,
November  3,  at  11:00 a.m. Eastern time to discuss  third-
quarter-2004  results  and additional matters.  The  dial-in
number for the call is (706) 634-1218. A replay of the  call
will also be available through Wednesday, August 4, and  can
be   accessed  by  dialing  (706)  645-9291,  conference  ID
#1541466.  A  live webcast of the call will be broadcast  at
the Company's web site, www.lifetime.hoan.com. For those who
cannot listen to the live broadcast, an audio replay of  the
call will also be available on the site.

Lifetime is a leading designer, marketer and distributor  of
kitchenware, cutlery & cutting boards, bakeware &  cookware,
pantryware   &   spices,  tabletop  and  bath   accessories,
marketing  its products under various trade names  including
Farberware(R), KitchenAid(R), Cuisinart(R), Hoffritz(R), Sabatier(R),
DBK-Daniel  Boulud  Kitchen(TM), Joseph  Abboud  Environments(R),
Roshco(R), Baker's Advantage(R), Kamenstein(R), CasaModa(TM), Hoan(R),
Gemco(R) and  :USE(R).  Lifetime's  products  are  distributed
through almost every major retailer in the United States.

The information herein contains certain forward-looking
statements including statements concerning the Company's
future prospects. These statements involve risks and
uncertainties, including risks relating to general economic
conditions and risks relating to the Company's operations,
such as the risk of loss of major customers and risks
relating to changes in demand for the Company's products, as
detailed from time to time in the Company's filings with the
Securities and Exchange Commission.
                      Tables to Follow

   Robert McNally                          Harriet Fried
   Chief Financial Officer                 Lippert/Heilshorn
   (516) 683-6000                           & Associates, Inc.
                                           (212) 838-3777 or

                      INCOME STATEMENT
              (in 000's, except per share data)

                           Three Months Ended           
                             September 30,              
                            2004        2003        Increase
Net  Sales                $51,241      $44,068        16.3%
Cost of Sales              30,553       25,552        19.6%
Distribution Expenses       5,562        5,337         4.2%
SG&A                       10,579        8,163        29.6%
Income from Operations      4,547        5,016       (9.4%)
Interest Expense              268          189        41.8%
Other Income                 (14)         (16)       (12.5%)
Income Before Taxes         4,293        4,843       (11.4%)
Tax Provision               1,709        1,956       (12.6%)
Net Income                 $2,584       $2,887       (10.5%)
Diluted Earnings Per                                    
 Share from Net Income      $0.23        $0.27           
Weighted Average Shares    11,281       10,784

                           Nine Months Ended            
                             September 30,              
                            2004        2003        Increase
Net  Sales               $121,399      $98,302        23.5%
Cost of Sales              71,396       55,982        27.5%
Distribution Expenses      15,007       14,103         6.4%
SG&A                       29,302       22,742        28.8%
Income from Operations      5,694        5,475         4.0%
Interest Expense              536          480        11.7%
Other Income                 (45)         (51)       (11.8%)
Income Before Taxes         5,203        5,046         3.1%
Tax Provision               2,071        2,038         1.6%
Net Income                 $3,132       $3,008         4.1%
Diluted Earnings Per                                    
 Share from Net Income      $0.28        $0.28           
Weighted Average Shares    11,217       10,660
                       (in thousands)

                                    September 30,    September 30,
                                        2004             2003
         CURRENT ASSETS                                    
         Cash and cash equivalents    $     689     $     213
         Accounts receivable, net        31,067        28,114
         Merchandise inventories         64,053        56,357
         Prepaid expenses and other      
           current assets                 8,607         5,909
         TOTAL CURRENT ASSETS           104,416        90,593
         PROPERTY AND EQUIPMENT, net     19,727        19,985
         INTANGIBLES, net                29,803        23,660
         OTHER ASSETS                     2,213         2,120
         TOTAL ASSETS                 $ 156,159     $ 136,358
         CURRENT LIABILITIES                       
         Short-term borrowings        $  27,200     $  26,500
         Accounts payable and trade                      
           acceptances                    8,721         7,482
         Other current liabilities       22,303        20,100
         TOTAL CURRENT LIABILITIES       58,224        54,082
         DEFERRED RENT & OTHER LONG                        
           TERM LIABILITIES               1,800           722
         DEFERRED INCOME TAX LIABILITIES  3,300         1,412
         LONG-TERM DEBT                   5,000             -
         STOCKHOLDERS' EQUITY            87,835        80,142
         TOTAL LIABILITIES AND                        
           STOCKHOLDERS' EQUITY       $ 156,159     $ 136,358