Washington, D.C. 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): December 22, 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) 516-683-6000

    (Former Name or Former Address, if Changed Since Last Report)  N/A

   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 1.01   Entry into a Material Definitive Agreement.

On  December  22,  2005 the Board of Directors  of  Lifetime
Brands,  Inc. (the "Company") approved a plan to  accelerate
the  vesting  of  all  unvested outstanding  employee  stock
options.   As  a result, options to purchase 386,920  common
shares,  which  otherwise  would  have  vested  and   become
exercisable from time to time over the next five years, will
become  fully  vested  and  immediately  exercisable  as  of
December  22,  2005. The number of shares and  the  exercise
prices  of  the  accelerated options were not  changed.  The
accelerated options have exercise prices ranging from  $7.72
to  $24.23 and include 323,670 options held by directors and
executive officers.

The purpose of accelerating the vesting of the options is to
reduce  the  non-cash  compensation expense  that  would  be
recorded  in future periods following the Company's adoption
of Statement of Financial Accounting Standards No. 123(R) on
January 1, 2006.  The aggregate pre-tax compensation expense
associated with the accelerated options that would have been
recognized   in   future  periods   is   estimated   to   be
approximately $2.4 million.

In  order to limit the personal benefit to the optionees  of
fully  vesting their shares, the Board of Directors  of  the
Company imposed restrictions on the sale or transfer of  the
shares  received  by  an optionee upon the  exercise  of  an
accelerated  option until the earlier of  (a)  the  date  on
which such options would have vested and become exercisable,
without  giving effect to such acceleration,   and  (b)  the
optionee's death.


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:  December 27, 2005