UNITED STATES
             SECURITIES AND EXCHANGE COMMISSION
                    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)  July 28, 2004



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

                          Delaware
       (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


               N/A
(Former name or former address, if changed since last
report)




Item 7.  Financial Statements and Exhibits

  c)   Exhibits

     99 - Press Release, dated July 28, 2004



Item 12.  Results of Operation and Financial Condition

On July 28, 2004, Lifetime Hoan Corporation ("the Company")
issued a press release setting forth the Company's second-
quarter 2004 earnings.  A copy of the Company's press
release is attached hereto as Exhibit 99 and hereby
incorporated by reference.





                          Signature

     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
authorized.



                    Lifetime Hoan Corporation

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


Date:  July 28, 2004

EXHIBIT 99

      LIFETIME HOAN REPORTS SECOND QUARTER 2004 RESULTS

        Updates Guidance to Reflect Excel Acquisition


WESTBURY,  N.Y., July 28, 2004 -- LIFETIME HOAN  CORPORATION
(NASDAQ   NM:  LCUT),  a  leading  designer,  marketer   and
distributor of housewares, today announced results  for  the
second quarter and six months ended June 30, 2004.

For  the  second  quarter of 2004, net sales  totaled  $33.0
million compared to $30.0 million for the same period of the
prior year.  The Company reported net income of $203,000, or
$0.02 per diluted share, compared to $724,000, or $0.07  per
diluted share, for the second quarter of 2003.

Net  sales  for the six months ended June 30,  2004  totaled
$70.2  million compared to $54.2 million for the same period
in  2003, representing a 29.4% increase. Net income for  the
period was $548,000, or $0.05 per diluted share, compared to
$120,000, or $0.01 per diluted share, last year.

Jeffrey  Siegel,  president  and  chief  executive  officer,
commented,  "Lifetime's second quarter sales were negatively
impacted by several events, including a shift in the  start-
up  of a number of new sales programs from the second to the
third quarter, primarily as a result of the overall slowdown
in  retail  sales that took place in June. In addition,  new
measures  instituted  by  some of  our  major  customers  to
improve  inventory  turns and lower their in-stock  position
also impacted our results."

"We  have strengthened Lifetime's infrastructure - including
our  product  development  capabilities,  overseas  sourcing
presence,  and  sales/marketing team -  to  accommodate  the
growth  we  expect  in the second half  of  2004,  which  is
traditionally our strongest selling season, and in 2005  and
beyond.   Although  the  added cost of  this  infrastructure
impacted  our  quarter-to-quarter  earnings  comparison,  we
believe  these initiatives will have a very positive  impact
on Lifetime's long-term growth."

Mr. Siegel continued, "Our KitchenAid(R) programs continue to
be  a  driving  force  in the company's growth,  helping  us
achieve excellent distribution across all channels of trade.
Our  line of all-silicone bakeware products has been selling
especially  well  and has become the leading  brand  in  its
category.    In  addition,  we  are  on  schedule  to  begin
shipping our KitchenAid branded kitchen cutlery in the third
quarter.  To date, industry reaction has been excellent, and
we expect to have another major success with this additional
business opportunity under the KitchenAid brand.

"An  exciting at-home entertaining product we will also ship
in the third quarter is our new Smokeless Tabletop Griller(TM),
designed  to capitalize on the growing interest of consumers
in  'low-carb'  cooking.  The griller, which enables  family
and  friends to cook their main course together  around  the
table, has received excellent reception from retailers.

"On  July  23, 2004, we announced Lifetime's acquisition  of
the  business  and certain assets of Excel Importing  Corp.,
which designs, markets and distributes a wide array of  high
quality  cutlery,  tabletop, cookware and barware  products.
We  believe  Excel's  powerful brands  and  strong  customer
relationships  will  be a great addition  for  Lifetime  and
expect the acquisition to be accretive to earnings in 2005.

"As  a  result of the acquisition of Excel, we have reviewed
our  forecast  and refined our guidance for  2004.   We  are
raising our net sales guidance for the year to approximately
$202  -  212 million from $195 - $205 million.  Due  to  the
added  operating expenses we expect to incur until we  fully
integrate this acquisition, we are lowering our earnings per
share  estimate to approximately $0.95 - $1.10 from $0.98  -
$1.13."

Lifetime   Hoan   noted  that  second-quarter   2004   sales
attributable to the :USE(R) - Tools for  Civilization(R) and
Gemco  Ware,  Inc. businesses the Company  acquired  in  the
fourth quarter of 2003 totaled $2.0 million.

Separately,  the  Company  announced  that  its   Board   of
Directors  declared  a regular quarterly  cash  dividend  of
$0.0625   per   share,  payable  on  August  20,   2004   to
shareholders of record on August 4, 2004.

Lifetime  Hoan  has scheduled a conference  call  Wednesday,
July  28,  at  11:00  a.m. Eastern time to  discuss  second-
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
#8889975.   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
household  cutlery, kitchenware, cutting boards,  pantryware
and  bakeware,  marketing its products under  various  trade
names including Farberware(R), KitchenAid(R),  Cuisinart(R),
Hoffritz(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


 COMPANY CONTACT:                        INVESTOR RELATIONS:
   Robert McNally                         Harriet Fried
   Chief Financial Officer                Lippert/Heilshorn &
   (516) 683-6000                          Associates, Inc.
                                          (212) 838-3777 or
                                          hfried@lhai.com


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

<table>
<caption>
<s>
                                 Three Months Ended
                                      June 30,
                                     (Unaudited)
      <c>                          <c>         <c>           <c>
                                  2004        2003       % Increase
                                                          (Decrease)

      Net Sales                  $33,029     $29,950        10.3%
      Cost of Sales               19,154      17,003        12.7%
      Distribution Expenses        4,264       4,302        (0.9%)
      SG&A                         9,149       7,268        25.9%

      Income from Operations         462       1,377       (66.4%)

      Interest Expense               141         180       (21.7%)
      Other Income                  (16)        (18)       (11.1%)

      Income Before Taxes            337       1,215       (72.3%)

      Tax Provision                  134         491       (72.7%)

      Net Income                    $203        $724       (72.0%)

      Diluted Earnings Per
       Share from Net Income       $0.02       $0.07
      Weighted Average Shares     11,230      10,637
      </table>


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

<table>
<caption>
<s>
                                  Six Months Ended
                                      June 30,
                                     (Unaudited)
      <c>                          <c>         <c>           <c>
                                   2004        2003      % Increase
                                                         (Decrease)
      Net  Sales                 $70,158     $54,234        29.4%
      Cost of Sales               40,843      30,430        34.2%
      Distribution Expenses        9,445       8,756         7.9%
      SG&A                        18,723      14,589        28.4%

      Income from Operations       1,147         459       149.9%

      Interest Expense               268         292       (8.2%)
      Other Income                  (31)        (35)       (11.4%)

      Income Before Taxes            910         202       350.5%

      Tax Provision                  362          82       341.6%

      Net Income                    $548        $120       356.6%

      Diluted Earnings Per
       Share from Net Income       $0.05       $0.01
      Weighted Average Shares     11,186      10,599
    </table>

                  LIFETIME HOAN CORPORATION
            CONDENSED CONSOLIDATED BALANCE SHEETS
                       (in thousands)

<table>
<caption>
<s>
 <c>                                <c>           <c>
                                  June 30,      June 30,
                                    2004          2003
                                (Unaudited)   (Unaudited)

 ASSETS
 CURRENT ASSETS
   Cash and cash equivalents    $     446    $     132
   Accounts receivable, net        16,224       17,512
   Merchandise inventories         55,827       46,564
   Prepaid expenses and other
    current assets                  7,567        5,883
      TOTAL CURRENT ASSETS         80,064       70,091

 PROPERTY AND EQUIPMENT, net       19,634       19,939
 INTANGIBLES, net                  25,411       23,757
 OTHER ASSETS                       2,033        2,090
      TOTAL ASSETS              $ 127,142    $ 115,877



 LIABILITIES AND STOCKHOLDERS' EQUITY
 CURRENT LIABILITIES
   Short-term borrowings        $  14,800    $  15,500
   Accounts payable and trade
    acceptances                     6,591        6,331
   Other current liabilities       14,314       14,603
      TOTAL CURRENT LIABILITIES    35,705       36,434

 DEFERRED RENT & OTHER LONG TERM
  LIABILITIES                       1,718          638
 DEFERRED INCOME TAX LIABILITIES    3,214        1,640

 STOCKHOLDERS' EQUITY              86,505       77,165
     TOTAL LIABILITIES AND
      STOCKHOLDERS' EQUITY      $ 127,142    $ 115,877

</table>
[{"type": "8-K", "sequence": "1", "filename": "qtwo8k04.txt", "description": "2ND QUARTER 2004 8K", "secsgml_size_bytes": 12246}]
{"company-data": {"conformed-name": "LIFETIME HOAN CORP", "cik": "0000874396", "assigned-sic": "3420", "irs-number": "112682486", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-19254", "film-number": "04935774"}, "business-address": {"street1": "ONE MERRICK AVENUE", "city": "WESTBURY", "state": "NY", "zip": "11590", "phone": "5166836000"}, "mail-address": {"street1": "ONE MERRICK AVENUE", "street2": "ONE MERRICK AVENUE", "city": "WESTBURY", "state": "NY", "zip": "11590-6601"}}
UNITED STATES
             SECURITIES AND EXCHANGE COMMISSION
                    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)  July 28, 2004

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

                          Delaware
       (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

               N/A
(Former name or former address, if changed since last
report)

Item 7.  Financial Statements and Exhibits

  c)   Exhibits

     99 - Press Release, dated July 28, 2004

Item 12.  Results of Operation and Financial Condition

On July 28, 2004, Lifetime Hoan Corporation ("the Company")
issued a press release setting forth the Company's second-
quarter 2004 earnings.  A copy of the Company's press
release is attached hereto as Exhibit 99 and hereby
incorporated by reference.

                          Signature

     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
authorized.

                    Lifetime Hoan Corporation

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

Date:  July 28, 2004

EXHIBIT 99

      LIFETIME HOAN REPORTS SECOND QUARTER 2004 RESULTS

        Updates Guidance to Reflect Excel Acquisition

WESTBURY,  N.Y., July 28, 2004 -- LIFETIME HOAN  CORPORATION
(NASDAQ   NM:  LCUT),  a  leading  designer,  marketer   and
distributor of housewares, today announced results  for  the
second quarter and six months ended June 30, 2004.

For  the  second  quarter of 2004, net sales  totaled  $33.0
million compared to $30.0 million for the same period of the
prior year.  The Company reported net income of $203,000, or
$0.02 per diluted share, compared to $724,000, or $0.07  per
diluted share, for the second quarter of 2003.

Net  sales  for the six months ended June 30,  2004  totaled
$70.2  million compared to $54.2 million for the same period
in  2003, representing a 29.4% increase. Net income for  the
period was $548,000, or $0.05 per diluted share, compared to
$120,000, or $0.01 per diluted share, last year.

Jeffrey  Siegel,  president  and  chief  executive  officer,
commented,  "Lifetime's second quarter sales were negatively
impacted by several events, including a shift in the  start-
up  of a number of new sales programs from the second to the
third quarter, primarily as a result of the overall slowdown
in  retail  sales that took place in June. In addition,  new
measures  instituted  by  some of  our  major  customers  to
improve  inventory  turns and lower their in-stock  position
also impacted our results."

"We  have strengthened Lifetime's infrastructure - including
our  product  development  capabilities,  overseas  sourcing
presence,  and  sales/marketing team -  to  accommodate  the
growth  we  expect  in the second half  of  2004,  which  is
traditionally our strongest selling season, and in 2005  and
beyond.   Although  the  added cost of  this  infrastructure
impacted  our  quarter-to-quarter  earnings  comparison,  we
believe  these initiatives will have a very positive  impact
on Lifetime's long-term growth."

Mr. Siegel continued, "Our KitchenAid(R) programs continue to
be  a  driving  force  in the company's growth,  helping  us
achieve excellent distribution across all channels of trade.
Our  line of all-silicone bakeware products has been selling
especially  well  and has become the leading  brand  in  its
category.    In  addition,  we  are  on  schedule  to  begin
shipping our KitchenAid branded kitchen cutlery in the third
quarter.  To date, industry reaction has been excellent, and
we expect to have another major success with this additional
business opportunity under the KitchenAid brand.

"An  exciting at-home entertaining product we will also ship
in the third quarter is our new Smokeless Tabletop Griller(TM),
designed  to capitalize on the growing interest of consumers
in  'low-carb'  cooking.  The griller, which enables  family
and  friends to cook their main course together  around  the
table, has received excellent reception from retailers.

"On  July  23, 2004, we announced Lifetime's acquisition  of
the  business  and certain assets of Excel Importing  Corp.,
which designs, markets and distributes a wide array of  high
quality  cutlery,  tabletop, cookware and barware  products.
We  believe  Excel's  powerful brands  and  strong  customer
relationships  will  be a great addition  for  Lifetime  and
expect the acquisition to be accretive to earnings in 2005.

"As  a  result of the acquisition of Excel, we have reviewed
our  forecast  and refined our guidance for  2004.   We  are
raising our net sales guidance for the year to approximately
$202  -  212 million from $195 - $205 million.  Due  to  the
added  operating expenses we expect to incur until we  fully
integrate this acquisition, we are lowering our earnings per
share  estimate to approximately $0.95 - $1.10 from $0.98  -
$1.13."

Lifetime   Hoan   noted  that  second-quarter   2004   sales
attributable to the :USE(R) - Tools for  Civilization(R) and
Gemco  Ware,  Inc. businesses the Company  acquired  in  the
fourth quarter of 2003 totaled $2.0 million.

Separately,  the  Company  announced  that  its   Board   of
Directors  declared  a regular quarterly  cash  dividend  of
$0.0625   per   share,  payable  on  August  20,   2004   to
shareholders of record on August 4, 2004.

Lifetime  Hoan  has scheduled a conference  call  Wednesday,
July  28,  at  11:00  a.m. Eastern time to  discuss  second-
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
#8889975.   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
household  cutlery, kitchenware, cutting boards,  pantryware
and  bakeware,  marketing its products under  various  trade
names including Farberware(R), KitchenAid(R),  Cuisinart(R),
Hoffritz(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

 COMPANY CONTACT:                        INVESTOR RELATIONS:
   Robert McNally                         Harriet Fried
   Chief Financial Officer                Lippert/Heilshorn &
   (516) 683-6000                          Associates, Inc.
                                          (212) 838-3777 or
                                          hfried@lhai.com

                  LIFETIME HOAN CORPORATION
                      INCOME STATEMENT
              (in 000's, except per share data)
Three Months Ended
                                      June 30,
                                     (Unaudited)
2004        2003       % Increase
                                                          (Decrease)

      Net Sales                  $33,029     $29,950        10.3%
      Cost of Sales               19,154      17,003        12.7%
      Distribution Expenses        4,264       4,302        (0.9%)
      SG&A                         9,149       7,268        25.9%

      Income from Operations         462       1,377       (66.4%)

      Interest Expense               141         180       (21.7%)
      Other Income                  (16)        (18)       (11.1%)

      Income Before Taxes            337       1,215       (72.3%)

      Tax Provision                  134         491       (72.7%)

      Net Income                    $203        $724       (72.0%)

      Diluted Earnings Per
       Share from Net Income       $0.02       $0.07
      Weighted Average Shares     11,230      10,637
LIFETIME HOAN CORPORATION
                      INCOME STATEMENT
              (in 000's, except per share data)
Six Months Ended
                                      June 30,
                                     (Unaudited)
2004        2003      % Increase
                                                         (Decrease)
      Net  Sales                 $70,158     $54,234        29.4%
      Cost of Sales               40,843      30,430        34.2%
      Distribution Expenses        9,445       8,756         7.9%
      SG&A                        18,723      14,589        28.4%

      Income from Operations       1,147         459       149.9%

      Interest Expense               268         292       (8.2%)
      Other Income                  (31)        (35)       (11.4%)

      Income Before Taxes            910         202       350.5%

      Tax Provision                  362          82       341.6%

      Net Income                    $548        $120       356.6%

      Diluted Earnings Per
       Share from Net Income       $0.05       $0.01
      Weighted Average Shares     11,186      10,599
LIFETIME HOAN CORPORATION
            CONDENSED CONSOLIDATED BALANCE SHEETS
                       (in thousands)
June 30,      June 30,
                                    2004          2003
                                (Unaudited)   (Unaudited)

 ASSETS
 CURRENT ASSETS
   Cash and cash equivalents    $     446    $     132
   Accounts receivable, net        16,224       17,512
   Merchandise inventories         55,827       46,564
   Prepaid expenses and other
    current assets                  7,567        5,883
      TOTAL CURRENT ASSETS         80,064       70,091

 PROPERTY AND EQUIPMENT, net       19,634       19,939
 INTANGIBLES, net                  25,411       23,757
 OTHER ASSETS                       2,033        2,090
      TOTAL ASSETS              $ 127,142    $ 115,877

 LIABILITIES AND STOCKHOLDERS' EQUITY
 CURRENT LIABILITIES
   Short-term borrowings        $  14,800    $  15,500
   Accounts payable and trade
    acceptances                     6,591        6,331
   Other current liabilities       14,314       14,603
      TOTAL CURRENT LIABILITIES    35,705       36,434

 DEFERRED RENT & OTHER LONG TERM
  LIABILITIES                       1,718          638
 DEFERRED INCOME TAX LIABILITIES    3,214        1,640

 STOCKHOLDERS' EQUITY              86,505       77,165
     TOTAL LIABILITIES AND
      STOCKHOLDERS' EQUITY      $ 127,142    $ 115,877