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SEC 1745 (12-02)

                     Washington, D.C. 20549

                          SCHEDULE 13G

            Under the Securities Exchange Act of 1934

                       (Amendment No. 5)*

                      LIFETIME BRANDS, INC.
                        (Name of Issuer)

             Common Stock, par value $0.01 per share
                    (Title of Class of Securities)

                         (CUSIP Number)

                        November 23, 2005
        (Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:

  [   ] Rule 13d-l(b)
  [ X ] Rule 13d-l(c)
  [   ] Rule 13d-l(d)

*The  remainder  of this cover page shall be  filled  out  for  a
reporting  person's initial filing on this form with  respect  to
the subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided
in a prior cover page.

The  information  required in the remainder of  this  cover  page
shall  not be deemed to be "filed" for the purpose of Section  18
of  the  Securities  Exchange Act of 1934  ("Act")  or  otherwise
subject  to the liabilities of that section of the Act but  shall
be  subject to all other provisions of the Act (however, see  the

CUSIP No. 531926103

   1. Names of Reporting Persons.
      I.R.S. Identification Nos. of above persons (entities only).

                Craig Phillips

   2. Check the Appropriate Box if a Member of a Group (See Instructions)



   3. SEC Use Only

   4. Citizenship or Place of Organization

      United States

Number of      5. Sole Voting Power: 820,842
Shares Bene-
ficially by    6. Shared Voting Power:   -0-
Owned by Each
Reporting      7. Sole Dispositive Power:  820,842
Person With:
               8. Shared Dispositive Power:   -0-

   9. Aggregate Amount Beneficially Owned by Each Reporting

   10. Check if the Aggregate Amount in Row (9) Excludes Certain
       Shares (See Instructions)

   11. Percent of Class Represented by Amount in Row (9)
       6.4 % (1)

   12. Type of Reporting Person:  IN

(1) Based on 12,918,645 shares of Common Stock outstanding as of
November 23, 2005 (including 233,000 shares issued pursuant to
the exercise of  an over-allotment option), as disclosed in the
prospectus filed pursuant to rule 424b1 with the Securities and
Exchange Commission on November 21, 2005.

Item 1.

  (a)  Name of Issuer
       Lifetime Brands, Inc.

  (b)  Address of Issuer's Principal Executive Offices
       One Merrick Avenue
       Westbury, New York 11590

Item 2.
  (a)  Name of Person Filing
       Craig Phillips

  (b)  Address of Principal Business Office or, if none, Residence
       Lifetime Brands, Inc., One Merrick Avenue, Westbury, New
        York 11590.

  (c)  Citizenship
       United States

  (d)  Title of Class of Securities
       Common Stock, par value $0.01 per share.

  (e)  CUSIP Number

Item 3.  If this statement is filed pursuant to 240.13d-l(b) or
240.13d-2(b) or (c), check whether the person filing is a:

(a)    [   ]   Broker or dealer registered under section 15 of
       the Act (I5 U.S.C. 78o).

(b)    [   ]   Bank as defined in section 3(a)(6) of the Act (15
       U.S.C. 78c)

(c)    [   ]   Insurance company as defined in section 3(a)(19)
       of the Act (15 U.S.C. 78c).

(d)    [   ]   Investment company registered under section 8 of
       the Investment Company Act of 1940 (I 5 U.S.C 80a-8).

(e)    [   ]   An investment adviser in accordance with 240.13d-

(f)    [   ]   An employee benefit plan or endowment fund in
       accordance with 240.13d-l(b)(1)(ii)(F);

(g)    [   ]   A parent holding company or control person in
       accordance with  240.13d-l(b)(1)(ii)(G);

(h)    [   ]   A savings associations as defined in Section 3(b)
       of the Federal Deposit Insurance Act (12 U.S.C. 1813)

(i)    [   ]     A church plan that is excluded from the
       definition of an investment company under section
       3(c)(14) of the Investment Company Act of 1940 (15 U.S.C.

(j)    [   ]   Group, in accordance with 240.13d-l(b)(1)(ii)(J)

Not Applicable

Item 4. Ownership.

The following sets forth in tabular format the share ownership of
the Reporting Persons:

Provide the following information regarding the aggregate  number
and   percentage  of  the  class  of  securities  of  the  issuer
identified in Item 1.

  (a)  Amount beneficially owned:

   *  Consists of (i) 748,614 shares owned directly by Craig
      Phillips, (ii) 28,278 shares held by an irrevocable trust
      for the benefit of Craig Phillips and (iii) 43,950 shares
      issuable upon the exercise of options which are
      exercisable within 60 days.

  (b)  Percent of class:

  (c) Number of shares as to which the person has:
     (i)  Sole power to vote or to direct the vote:

    (ii)  Shared power to vote or to direct the vote:
          Not Applicable

   (iii)  Sole power to dispose or to direct the disposition of :

    (iv)  Shared power to dispose or to direct the disposition of:
          Not Applicable

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 five percent  of  the  class  of
securities, check the following [   ].

Not Applicable

Item  6.    Ownership  of  More than Five Percent  on  Behalf  of
Another Person.

Not Applicable

Item 7.   Identification and Classification of the Subsidiary
     Which Acquired the Security Being Reported on By the Parent
     Holding Company

Not Applicable

Item 8.   Identification and Classification of Members of the

Not Applicable

Item 9.   Notice of Dissolution of Group

Not Applicable

Item 10.   Certification

By  signing  below I certify that, to  file  best  of  my
knowledge  and belief, the securities referred  to  above
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.


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.

February 6, 2006

/s/ Craig Phillips
 Craig Phillips