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 earliest event reported) August 3, 2005

                    Lifetime Brands, Inc.
   (Exact Name of Registrant as Specified in Its Charter)

       (State or Other Jurisdiction of Incorporation)

   0-19254                                  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)

(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  (see
General Instruction A.2. below):

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

      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 2.02.  Results of Operation and Financial Condition

On August 3, 2005, Lifetime Brands, Inc. ("the Company")
issued a press release setting forth the Company's second-
quarter 2005 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 August 3, 2005.


     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 Brands, Inc.

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

Date:  August 3, 2005


         Company Updates Financial Outlook for 2005
WESTBURY,  N.Y.,  August 3, 2005 --  LIFETIME  BRANDS,  INC.
(NASDAQ   NM:  LCUT),  a  leading  designer,  marketer   and
distributor of nationally branded consumer products for  the
home,  today announced results for the second quarter  ended
June 30, 2005.

For  the second quarter of 2005, net sales increased 40%  to
$46.2  million  from $33.0 million for the  same  period  of
2004.  Not including approximately $2.3 million in net sales
attributable to the Excel business Lifetime acquired in July
2004,  second-quarter net sales in 2005 rose  33%  to  $43.9
million.   The  Company reported net income of $1.3  million
compared to $203,000 for the second quarter of 2004.   On  a
diluted per share basis, net income rose to $0.12 per  share
from $0.02 per share for the same period last year.

Net  sales  for the six months ended June 30,  2005  totaled
$89.3  million compared to $70.2 million for the same period
in   2004,   representing  a  27%  increase.  Not  including
approximately $4.1 million in net sales attributable to  the
Excel  business, net sales for the first six months of  2005
rose  more  than 21% to $85.2 million.  Net income  for  the
2005  period  was $2.3 million, or $0.21 per diluted  share,
compared to $548,000, or $0.05 per diluted share, last year.

Jeffrey  Siegel,  Chairman, President  and  Chief  Executive
Officer,  commented,  "Lifetime  Brands  delivered   another
quarter  of strong results, generating excellent  growth  in
all  of  our  major product categories.  The  gains  in  our
cutlery category were particularly notable, reflecting  both
the  successful  introduction  of  new  products  under  the
Farberware(R) and KitchenAid(R) brands and increased placement
with  retailers.  The growth initiatives we  implemented  in
2004,  which  included broadening our portfolio  of  brands,
strengthening   our  overseas  sourcing  organization,   and
expanding  the Company's infrastructure, also  continued  to
have a positive impact on the Company's operations.

  "In  July,  we  closed our purchase of  the  business  and
certain  assets  of The Pfaltzgraff Co.,  one  of  America's
leading  designers and marketers of dinnerware and  tabletop
accessories. The acquisition of this premier national  brand
will  greatly enhance the tabletop category of our business,
an  area  Lifetime  entered  in July  2004  with  the  Excel
acquisition.    Equally   exciting   are   the    additional
capabilities Pfaltzgraff's proven design staff brings to our
product  development capabilities, an area in which Lifetime
already excels.

"The  integration of the Pfaltzgraff business is  proceeding
as  planned and we expect to complete the process by the end
of   the   third  quarter.   We  have  estimated  that   the
acquisition  will contribute approximately  $72  million  in
revenues  in 2005 and will be nominally profitable  for  the

"As a result of these developments, our outlook for 2005  is
more  positive than ever.  We now expect net sales to  total
approximately $290 million to $300 million, rather than $220
million  to $230 million.  We expect earnings per  share  to
total  approximately $1.05 to $1.15, rather  than  $0.95  to

Lifetime  has scheduled a conference call Wednesday,  August
3, at 11:00 a.m. Eastern time to discuss second-quarter 2005
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 10, and can be  accessed
by  dialing (706) 645-9291, conference ID #8039496.  A  live
webcast  of the call will be broadcast at the Company's  web
site, www.lifetimebrands.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), Pfaltzgraff(R), Cuisinart(R),
Hoffritz(R), Sabatier(R), Nautica(R), DBK(TM)-Daniel Boulud Kitchen,
Joseph Abboud Environments(R), Roshco(R), Baker's Advantage(R),
Kamenstein(R), CasaModa(TM), Kathy Ireland(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.

  Robert McNally                          Harriet Fried
  Chief Financial Officer                 Lippert/Heilshorn
  (516) 683-6000                          & Associates, Inc.
                                          (212) 838-3777 or
                    LIFETIME BRANDS, INC.
                      INCOME STATEMENT
              (in 000's, except per share data)
                                 Three Months Ended            
                                      June 30,
                                   2005       2004         Increase
      Net Sales                  $46,154     $33,029         39.7%
      Cost of Sales               26,959      19,154         40.7%
      Distribution Expenses        5,807       4,730         22.8%
      SG&A                        10,940       8,683         26.0%
      Income from Operations       2,448         462        429.9%
      Interest Expense               291         141        106.4%
      Other (Income)                (13)        (16)           
      Income Before Taxes          2,170         337        543.9%
      Tax Provision                  825         134        515.4%
      Net Income                  $1,345        $203        562.8%
      Diluted Earnings Per                                     
       Share from Net Income       $0.12       $0.02           
      Weighted Average Shares     11,288      11,230           
                    LIFETIME BRANDS, INC.
                      INCOME STATEMENT
              (in 000's, except per share data)
                                  Six Months Ended             
                                      June 30,
                                   2005       2004         Increase
      Net Sales                  $89,272     $70,158         27.2%
      Cost of Sales               51,859      40,843         27.0%
      Distribution Expenses       11,923      10,377         14.9%
      SG&A                        21,239      17,791         19.4%
      Income from Operations       4,251       1,147        270.6%
      Interest Expense               490         268         82.8%
      Other (Income)                (26)        (31)           
      Income Before Taxes          3,787         910        316.2%
      Tax Provision                1,439         362        297.6%
      Net Income                  $2,348        $548        328.4%
      Diluted Earnings Per                                     
       Share from Net Income       $0.21       $0.05           
      Weighted Average Shares     11,277      11,186           

                    LIFETIME BRANDS, INC.
                       (in thousands)

                                      June 30,     June 30,
                                        2005         2004
                                    (Unaudited)   (Unaudited)
 CURRENT ASSETS                                          
   Cash and cash equivalents      $      105    $      446
   Accounts receivable, net           24,437        16,224
   Merchandise inventories            67,517        55,827
   Prepaid expenses and other 
    current assets                     9,903         7,946
      TOTAL CURRENT ASSETS           101,962        80,443
 PROPERTY AND EQUIPMENT, net          21,149        19,634
 INTANGIBLES, net                     31,243        25,411
 OTHER ASSETS                          2,476         2,033
      TOTAL ASSETS                $  156,830    $  127,521
 CURRENT LIABILITIES                            
   Short-term borrowings          $   21,300    $   14,800
   Accounts payable and trade            
    acceptances                       10,481         6,591
   Other current liabilities          19,324        14,314
      TOTAL CURRENT LIABILITIES       51,105        35,705
 DEFERRED RENT & OTHER LONG TERM                         
  LIABILITIES                          1,996         1,718
 DEFERRED INCOME TAX LIABILITIES       4,602         3,593
 LONG TERM DEBT                        5,000             -
 STOCKHOLDERS' EQUITY                 94,127        86,505
      TOTAL LIABILITIES AND                              
       STOCKHOLDERS' EQUITY       $  156,830    $  127,521