UNITED STATES
             SECURITIES AND EXCHANGE COMMISSION
                   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): January 31, 2006

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

                          Delaware
       (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 2.02.  Results of Operation and Financial Condition

On January 31, 2006, Lifetime Brands, Inc. (the "Company")
issued a press release announcing the Company's 2006
earnings guidance and expectations with respect to 2005
earnings relative to the guidance previously communicated by
the Company on November 3, 2005. A copy of the Company's
press release is attached hereto as Exhibit 99.1 and hereby
incorporated by reference.


Item 9.01.  Financial Statements and Exhibits

  (c)  Exhibits

          99.1      Press Release dated January 31, 2006.





                          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 Brands, Inc.

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


Date:  February 1, 2006
                                                Exhibit 99.1


      LIFETIME BRANDS ANNOUNCES 2006 EARNINGS GUIDANCE

     Company Expects to be at Upper End of 2005 Guidance

 Lifetime to Present Today at Brean Murray, Carret Small Cap
                  Institutional Conference



WESTBURY,  N.Y., January 31, 2006 -- LIFETIME  BRANDS,  INC.
(NASDAQ  NM:  LCUT),  a  leading  designer,  developer   and
marketer  of  a  broad range of nationally branded  consumer
products   used  in  the  home,  today  announced  financial
guidance  for  2006 and provided an update on its  financial
results for 2005.

For  2006, the Company expects net sales of $380 million  to
$400  million,  and earnings per share of  $1.45  to  $1.70.
This  guidance includes the dilutive impact of the  sale  of
1,733,000 shares of common stock in November 2005.

Jeffrey  Siegel,  Chairman, President  and  Chief  Executive
Officer,  commented, "We are very pleased with the  strength
Lifetime's  business showed throughout 2005,  and  with  the
growth we generated across our brands, products and customer
base.   Our  outlook for 2006 is also very  positive,  as  a
result  of strong organic sales momentum, additional product
and category expansion, and increased placement with several
major customers."

In  its  recent  filings  with the Securities  and  Exchange
Commission, the Company noted that, principally as a  result
of its acquisition of the business and certain assets of The
Pfaltzgraff  Company  in  July 2005, its  direct-to-consumer
retail  segment  has  become a larger part  of  its  overall
business.  As  a result, the portion of the Company's  sales
and  operating profits that is generated during  the  second
half  of  the  year will increase significantly.  Reflecting
this  change in the composition of its business, the Company
will  report lower earnings in the first and second quarters
of  2006,  as  compared to the first and second quarters  of
2005.

Lifetime is currently finalizing its results for the  fourth
quarter  and full year 2005.  For the full year, the Company
expects its net sales and its earnings per diluted share  to
be  at the upper end of the guidance provided on November 3,
2005,  which  called for net sales of $297 million  to  $304
million  and earnings per diluted share of $1.17  to  $1.22.
The  Company expects to release its fourth quarter and year-
end  2005  results  during the week of  February  27,  2006.
Conference call details will be published in advance of  the
call.

Lifetime will present at The Brean Murray, Carret Small  Cap
Institutional  Investor  Conference  in  New  York  City  on
Tuesday,  January  31  at 10:30 a.m.  ET.   Jeffrey  Siegel,
Ronald  Shiftan, Vice Chairman and Chief Operating  Officer,
and Robert McNally, Chief Financial Officer, will provide an
overview of the Company's products, market opportunities and
long-term growth strategy.

Lifetime is a leading designer, marketer and distributor  of
kitchenware,  tabletop  accessories,  cutlery  and   cutting
boards,  bakeware, and pantryware and spices, marketing  its
products under various trade names, including Pfaltzgraff(R),
KitchenAid(R),  Farberware(R),  Cuisinart(R),  Sabatier(R),
Calvin Klein(R) and Hoffritz(R).   Lifetime's  products  are
distributed through most major retailers 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.


 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
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{"company-data": {"conformed-name": "LIFETIME BRANDS, INC", "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": "06568195"}, "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"}, "former-company": {"former-conformed-name": "LIFETIME HOAN CORP", "date-changed": "19930328"}}
UNITED STATES
             SECURITIES AND EXCHANGE COMMISSION
                   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): January 31, 2006

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

                          Delaware
       (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 2.02.  Results of Operation and Financial Condition

On January 31, 2006, Lifetime Brands, Inc. (the "Company")
issued a press release announcing the Company's 2006
earnings guidance and expectations with respect to 2005
earnings relative to the guidance previously communicated by
the Company on November 3, 2005. A copy of the Company's
press release is attached hereto as Exhibit 99.1 and hereby
incorporated by reference.

Item 9.01.  Financial Statements and Exhibits

  (c)  Exhibits

          99.1      Press Release dated January 31, 2006.

                          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 Brands, Inc.

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

Date:  February 1, 2006
                                                Exhibit 99.1

      LIFETIME BRANDS ANNOUNCES 2006 EARNINGS GUIDANCE

     Company Expects to be at Upper End of 2005 Guidance

 Lifetime to Present Today at Brean Murray, Carret Small Cap
                  Institutional Conference

WESTBURY,  N.Y., January 31, 2006 -- LIFETIME  BRANDS,  INC.
(NASDAQ  NM:  LCUT),  a  leading  designer,  developer   and
marketer  of  a  broad range of nationally branded  consumer
products   used  in  the  home,  today  announced  financial
guidance  for  2006 and provided an update on its  financial
results for 2005.

For  2006, the Company expects net sales of $380 million  to
$400  million,  and earnings per share of  $1.45  to  $1.70.
This  guidance includes the dilutive impact of the  sale  of
1,733,000 shares of common stock in November 2005.

Jeffrey  Siegel,  Chairman, President  and  Chief  Executive
Officer,  commented, "We are very pleased with the  strength
Lifetime's  business showed throughout 2005,  and  with  the
growth we generated across our brands, products and customer
base.   Our  outlook for 2006 is also very  positive,  as  a
result  of strong organic sales momentum, additional product
and category expansion, and increased placement with several
major customers."

In  its  recent  filings  with the Securities  and  Exchange
Commission, the Company noted that, principally as a  result
of its acquisition of the business and certain assets of The
Pfaltzgraff  Company  in  July 2005, its  direct-to-consumer
retail  segment  has  become a larger part  of  its  overall
business.  As  a result, the portion of the Company's  sales
and  operating profits that is generated during  the  second
half  of  the  year will increase significantly.  Reflecting
this  change in the composition of its business, the Company
will  report lower earnings in the first and second quarters
of  2006,  as  compared to the first and second quarters  of
2005.

Lifetime is currently finalizing its results for the  fourth
quarter  and full year 2005.  For the full year, the Company
expects its net sales and its earnings per diluted share  to
be  at the upper end of the guidance provided on November 3,
2005,  which  called for net sales of $297 million  to  $304
million  and earnings per diluted share of $1.17  to  $1.22.
The  Company expects to release its fourth quarter and year-
end  2005  results  during the week of  February  27,  2006.
Conference call details will be published in advance of  the
call.

Lifetime will present at The Brean Murray, Carret Small  Cap
Institutional  Investor  Conference  in  New  York  City  on
Tuesday,  January  31  at 10:30 a.m.  ET.   Jeffrey  Siegel,
Ronald  Shiftan, Vice Chairman and Chief Operating  Officer,
and Robert McNally, Chief Financial Officer, will provide an
overview of the Company's products, market opportunities and
long-term growth strategy.

Lifetime is a leading designer, marketer and distributor  of
kitchenware,  tabletop  accessories,  cutlery  and   cutting
boards,  bakeware, and pantryware and spices, marketing  its
products under various trade names, including Pfaltzgraff(R),
KitchenAid(R),  Farberware(R),  Cuisinart(R),  Sabatier(R),
Calvin Klein(R) and Hoffritz(R).   Lifetime's  products  are
distributed through most major retailers 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.

 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