
                            FORM 10-Q

                          UNITED STATES
               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549

           QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
                               OF
               THE SECURITIES EXCHANGE ACT OF 1934



For quarterly period ended June 30, 2004

Commission file number 1-19254



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



Delaware                                               11-2682486
(State or other jurisdiction                        (I.R.S. Employer
of incorporation or organization)                 Identification No.)


One Merrick Avenue, Westbury, NY                         11590
(Address of principal executive offices)              (Zip Code)


                         (516) 683-6000
      (Registrant's telephone number, including area code)



                         Not applicable
 (Former name, former address and former fiscal year, if changed
                       since last report)



Indicate by check mark whether the registrant: (1) has filed  all
reports  required  to be filed by Section  13  or  15(d)  of  the
Securities  Exchange Act of 1934 during the preceding  12  months
(or  for such shorter period that the registrant was required  to
file  such  reports),  and (2) has been subject  to  such  filing
requirements for the past 90 days.
Yes X No___

Indicate by check mark whether the registrant is an accelerated
filer (as defined in Rule 12b-2 of the Exchange Act)
Yes X No ___




              APPLICABLE ONLY TO CORPORATE ISSUERS
Indicate the number of shares outstanding of each of the
issuer's classes of common stock, as of the latest
practicable date.

        Common Stock, $.01 Par Value,  11,048,849 shares
                 outstanding as of July 31, 2004

PART I.  FINANCIAL INFORMATION


ITEM 1.  FINANCIAL STATEMENTS


                    LIFETIME HOAN CORPORATION

                   CONSOLIDATED BALANCE SHEETS
                (in thousands, except share data)

<table>
<caption>
<s>
<c>                                              <c>            <c>
                                              June 30,        December
                                                2004             31,
                                            (unaudited)         2003
ASSETS
CURRENT ASSETS
Cash and cash equivalents                        $446          $1,175
Accounts receivable, less allowances of
 $2,782 in 2004 and $3,349 in 2003             16,224          31,977
Merchandise inventories                        55,827          49,294
Prepaid expenses                                2,129           2,129
Other current assets                            5,438           3,709
TOTAL CURRENT ASSETS                           80,064          88,284

PROPERTY AND EQUIPMENT, net                    19,634          20,563
EXCESS OF COST OVER NET ASSETS ACQUIRED        16,145          16,145
OTHER INTANGIBLES,  net                         9,266           9,530
OTHER ASSETS                                    2,033           2,214
 TOTAL ASSETS                                $127,142        $136,736


LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Short-term borrowings                         $14,800         $16,800
Accounts payable and trade acceptances          6,591           8,405
Accrued expenses                               12,344          17,156
Income taxes payable                            1,970           4,613
TOTAL CURRENT LIABILITIES                      35,705          46,974

DEFERRED RENT & OTHER LONG-TERM LIABILITIES     1,718           1,593
DEFERRED INCOME TAX LIABILITIES                 3,214           2,088

STOCKHOLDERS' EQUITY
Common Stock, $0.01 par value, authorized
 25,000,000 shares; issued and outstanding
 11,030,849 in 2004 and 10,842,540 in 2003        110             109
Paid-in capital                                64,644          63,409
Retained earnings                              22,230          23,042
Notes receivable for shares issued to
 stockholders                                   (479)           (479)
TOTAL STOCKHOLDERS' EQUITY                     86,505          86,081

 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY  $127,142        $136,736
</table>
         See notes to consolidated financial statements.





                    LIFETIME HOAN CORPORATION
              CONSOLIDATED STATEMENTS OF OPERATIONS
              (in thousands, except per share data)
                           (unaudited)


<table>
<caption>
<s>
                                     Three Months         Six Months
                                         Ended               Ended
                                       June 30,            June 30,
<c>                                  <c>      <c>        <c>     <c>
                                     2004     2003      2004     2003

Net Sales                          $33,029  $29,950   $70,158  $54,234

Cost of Sales                       19,154   17,003    40,843   30,430
Distribution Expenses                4,264    4,302     9,445    8,756
Selling, General and
 Administrative Expenses             9,149    7,268    18,723   14,589

Income from Operations                 462    1,377     1,147      459

Interest Expense                       141      180       268      292
Other Income                          (16)     (18)      (31)     (35)

Income Before Income Taxes             337    1,215       910      202

Tax Provision                          134      491       362       82

NET INCOME                            $203     $724      $548     $120

BASIC AND DILUTED EARNINGS PER
 COMMON SHARE                        $0.02    $0.07     $0.05    $0.01

WEIGHTED AVERAGE SHARES - BASIC     10,967   10,563    10,916   10,562

WEIGHTED AVERAGE SHARES AND COMMON
 SHARE EQUIVALENTS - DILUTED        11,230   10,637    11,186    10,599

</table>

         See notes to consolidated financial statements.



                    LIFETIME HOAN CORPORATION

              CONSOLIDATED STATEMENTS OF CASH FLOWS
                         (in thousands)
                           (unaudited)

  <table>
  <caption>
  <s>
                                                      Six Months Ended
                                                          June 30,
   <c>                                                <c>          <c>
                                                      2004        2003
  OPERATING ACTIVITIES
   Net income                                          $548        $120
   Adjustments to reconcile net income to net
   cash provided by (used in) operating activities:
     Depreciation and amortization                    1,920       1,733
     Deferred income taxes                            (516)         688
     Deferred rent and other long term liabilities      125          62
     Provision for losses on accounts receivable         18          93
     Reserve for sales returns and allowances         3,922       3,099
   Changes in operating assets and liabilities:
     Accounts receivable                             11,813     (1,561)
     Merchandise inventories                        (6,533)     (5,231)
     Prepaid expenses, other current assets
      and other assets                                   95       (102)
     Accounts payable, trade acceptances
      and accrued expenses                          (6,563)       3,267
     Accrued income taxes payable                   (2,643)     (1,507)
  NET CASH PROVIDED BY OPERATING ACTIVITIES           2,186         661

  INVESTING ACTIVITIES
     Purchase of property and equipment, net          (727)       (627)
  NET CASH USED IN INVESTING ACTIVITIES               (727)       (627)

  FINANCING ACTIVITIES
     (Repayment of) proceeds from short-term
      borrowings, net                               (2,000)       1,300
     Proceeds from exercise of stock options          1,236          55
     Payment of capital lease obligations              (63)           -
     Cash dividends paid                            (1,361)     (1,319)
  NET CASH (USED IN) PROVIDED BY  FINANCING
   ACTIVITIES                                       (2,188)          36

  (DECREASE) INCREASE IN CASH AND CASH
   EQUIVALENTS                                        (729)          70
  Cash and cash equivalents at beginning of
   period                                             1,175          62

  CASH AND CASH EQUIVALENTS AT END OF PERIOD          $ 446        $132
  </table>
         See notes to consolidated financial statements.

                    LIFETIME HOAN CORPORATION

      NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                           (unaudited)


Note A - Basis of Presentation
The accompanying unaudited consolidated financial statements have
been  prepared in accordance with accounting principles generally
accepted  in  the United States for interim financial information
and  with  the  instructions  to Form  10-Q  and  Article  10  of
Regulation  S-X.  Accordingly, they do not  include  all  of  the
information  and  footnotes  required  by  accounting  principles
generally  accepted  in the United States for complete  financial
statements.   In  the  opinion  of  management,  all  adjustments
(consisting  of  normal recurring accruals) considered  necessary
for a fair presentation have been included. Operating results for
the three-month and six-month periods ended June 30, 2004 are not
necessarily  indicative of the results that may be  expected  for
the  year  ending December 31, 2004. It is suggested  that  these
condensed  financial statements be read in conjunction  with  the
financial  statements  and  footnotes  thereto  included  in  the
Company's Annual Report on Form 10-K for the year ended  December
31, 2003.

Note B - Distribution Expenses
Distribution expenses primarily consist of warehousing  expenses,
handling  costs of products sold and freight-out.   During  2003,
these  expenses  also include relocation charges, duplicate  rent
and  other  costs  associated with the Company's  move  into  its
Robbinsville, New Jersey warehouse, amounting to $0.1 million  in
the  second  quarter of 2003 and $0.5 million for  the  six-month
period  ended  June  30, 2003.  No such relocation  charges  were
incurred during the three-month period or six-month period  ended
June 30, 2004.

Note C - Credit Facilities
As  of June 30, 2004, the Company had outstanding $1.1 million of
letters  of  credit and trade acceptances and  $14.8  million  of
borrowings  under  its $35 million three-year  secured,  reducing
revolving  credit agreement (the "Agreement") and, as  a  result,
the availability under the Agreement was $19.1 million.  Interest
rates  on  borrowings  at June 30, 2004  ranged  from  2.625%  to
3.0625%.   The  Company's obligations under  the  Agreement  were
secured by all of the assets of the Company.

On  July  28, 2004, the Company entered into a $50 million  five-
year,  secured  credit facility (the "Credit  Facility")  with  a
group  of banks and, in conjunction therewith, canceled  its  $35
million secured, reducing revolving credit facility which was due
to mature in November 2004.  Borrowings under the Credit Facility
are secured by all of the assets of the Company.  Under the terms
of  the  Credit  Facility, the Company  is  required  to  satisfy
certain    financial   covenants,   including   limitations    on
indebtedness and sale of assets; a minimum fixed charge ratio;  a
maximum  leverage ratio and maintenance of a minimum  net  worth.
Borrowings  under  the  Agreement have  different  interest  rate
options that are based on an alternate base rate, the LIBOR  rate
and  the lender's cost of funds rate, plus in each case a  margin
based on a leverage ratio.

Note D - Capital Stock and Stock Options
Cash  Dividends:   On  January 30, 2004, the Board  of  Directors
declared  a  quarterly  cash dividend of  $0.0625  per  share  to
stockholders of record on February 6, 2004, paid on February  20,
2004.   On  April  12,  2004, the Board of Directors  declared  a
quarterly  cash dividend of $0.0625 per share to stockholders  of
record  on May 4, 2004, paid on May 20, 2004.  On July 28,  2004,
the  Board  of  Directors  of  the  Company  declared  a  regular
quarterly  cash dividend of $0.0625 per share to stockholders  of
record on August 4, 2004, to be paid on August 20, 2004.

Earnings  (Loss) Per Share:  Basic earnings per  share  has  been
computed by dividing net income by the weighted average number of
common  shares  outstanding of 10,967,000 for  the  three  months
ended  June  30, 2004 and 10,563,000 for the three  months  ended
June 30, 2003.  For the six month period ended June 30, 2004  and
June  30,  2003,  the weighted average number  of  common  shares
outstanding were 10,916,000 and 10,562,000, respectively. Diluted
earnings  per share has been computed by dividing net  income  by
the   weighted  average  number  of  common  shares  outstanding,
including  the  dilutive effects of stock options, of  11,230,000
for  the three months ended June 30, 2004 and 10,637,000 for  the
three months ended June 30, 2003. For the six month periods ended
June  30,  2004 and June 30, 2003, the diluted number  of  common
shares outstanding were 11,186,000 and 10,599,000, respectively.

                    LIFETIME HOAN CORPORATION

      NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                           (unaudited)

Note D - Capital Stock and Stock Options (continued)
Accounting for Stock Option Plan:  The Company has a stock option
plan,  which  is  more fully described in the  footnotes  to  the
financial  statements included in the Company's Annual Report  on
Form  10-K  for  the year ended December 31, 2003.   The  Company
accounts for options granted under the plan under the recognition
and measurement principles of APB Opinion No. 25, "Accounting for
Stock  Issued  to  Employees", and related  interpretations.   No
stock-based  employee  compensation  cost  is  reflected  in  net
income,  as  all options granted under the plans had an  exercise
price  equal to the market values of the underlying common  stock
on  the  dates  of  grant.  The following table  illustrates  the
effect  on net earnings and net earnings per share if the Company
had applied the fair value recognition provisions of Statement of
Financial Accounting Standards ("SFAS") No. 123, "Accounting  for
Stock-Based Compensation" to stock-based employee compensation.

<table>
<caption>
<s>
                               Three Months     Six Months Ended
                              Ended June 30,        June 30,
                              (in thousands,     (in thousands,
                                except per         except per
                                share data)        share data)

<c>                            <c>      <c>       <c>      <c>
                               2004     2003     2004     2003
Net income, as reported         $203     $724     $548     $120
Deduct:  Total stock option
 employee compensation expense
 determined under fair value
 based method for all awards,
 net of related tax effects     (91)      (8)    (123)     (16)

Proforma net income             $112     $716     $425     $104

Income per common share:
Basic and diluted - as
 reported                      $0.02    $0.07    $0.05    $0.01
Basic and diluted - proforma   $0.01    $0.07    $0.04    $0.01
</table>

Note E - Acquisition

Excel Importing Corp. Acquisition:  On July 23, 2004, the Company
acquired  the  business  and certain assets  of  Excel  Importing
Corp.,   ("Excel"),  a  wholly-owned  subsidiary  of  Mickelberry
Communications  Incorporated.  Excel markets  and  distributes  a
diversified line of high quality cutlery, tabletop, cookware  and
barware  products under well-recognized premium names,  including
Sabatier(R), Farberware(R), Retroneu Design Studio(R), Joseph Abboud
Environments(R), DBK-Daniel Boulud Kitchen(TM) and Legnoart(R).  The
purchase   price,   subject  to  post  closing  adjustments,   is
approximately $8.5 million.


Report of Independent Registered Public Accounting Firm

We  have  reviewed  the condensed consolidated balance  sheet  of
Lifetime Hoan Corporation and subsidiaries (the "Company") as  of
June  30,  2004 and the related condensed consolidated statements
of  operations  for the three-month and six-month  periods  ended
June  30, 2004, and the condensed consolidated statement of  cash
flows  for  the  six months ended June 30, 2004.   These  interim
financial  statements  are the responsibility  of  the  Company's
management.

We  conducted  our  review in accordance with  standards  of  the
Public  Company  Accounting Oversight Board (United  States).   A
review  of interim financial information consists principally  of
applying  analytical procedures to financial data and  of  making
inquiries  of  persons responsible for financial  and  accounting
matters.   It  is  substantially less  in  scope  than  an  audit
conducted in accordance with the standards of the Public  Company
Accounting  Oversight  Board,  the  objective  of  which  is  the
expression of an opinion regarding the financial statements taken
as a whole.  Accordingly, we do not express such an opinion.

Based   on   our  review,  we  are  not  aware  of  any  material
modifications that should be made to such condensed  consolidated
interim  financial statements for them to be in  conformity  with
U.S. generally accepted accounting principles.



                    /s/ Ernst & Young LLP


                    Melville, New York
                    July 27, 2004


ITEM 2.            MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                FINANCIAL CONDITION AND RESULTS OF OPERATIONS

OVERVIEW

The  Company is a leading designer, developer and marketer  of  a
broad  range  of  branded consumer products  used  in  the  home,
including Kitchenware, Cutlery and Cutting Boards, Bakeware,  At-
Home  Entertaining Accessories, Pantryware and Spices, Functional
Glassware and Bath Accessories.  Products are marketed under some
of  the most well-respected and widely-recognized brand names  in
the  U.S.  housewares industry, including Farberware(R), Kitchen-
Aid(R), Cuisinart(R), Hoffritz(R), Roshco(R), Baker's Advantage(R),
Kamenstein(R), Casa-Moda(R), Hoan(R), Gemco(R) and :USE(R).  The
Farberware brand  name is used pursuant to a 200 year royalty-free
license, and the Company licenses the  Kitchen-Aid and  Cuisinart
brands from Whirlpool Corporation and Conair Corporation, respectively.
All  other  brand names listed above are owned.  Several  product
lines  are  marketed  within  each  of  the  Company's   product
categories  and  under  brands primarily  targeting  moderate  to
medium price points, through every major level of trade.  A  main
focus of the Company is innovation and new product development.

Over  the  last  several years, sales growth has come  from:  (i)
expanding  product  offerings  within  current  categories,  (ii)
developing  and  acquiring product categories and (iii)  entering
new  channels  of distribution, primarily in the  United  States.
Key  factors in the Company's growth strategy have been and  will
continue to be, the selective use and management of strong brands
and  the  ability to provide a steady stream of new products  and
designs.

The  Company's gross profit margin is subject to fluctuation  due
primarily to product mix and, in some instances, customer mix.

The  Company's  business  and working capital  needs  are  highly
seasonal, with a significant majority of sales occurring  in  the
third  and fourth quarters. In 2003 and 2002, net sales  for  the
third  and fourth quarters combined accounted for 66.2% and 60.8%
of  total  annual  net sales, respectively, and operating  profit
earned  in  the third and fourth quarters combined accounted  for
96.8%  and  100% of total annual profits, respectively. Inventory
levels increase primarily in the June through October time period
in anticipation of the pre-holiday shipping season.

Because  of the seasonality of the Company's business  and  other
factors,  results  for  any interim period  are  not  necessarily
indicative  of  the  results that may be achieved  for  the  full
fiscal year.

CRITICAL ACCOUNTING POLICIES
Management's  Discussion and Analysis of Financial Condition  and
Results   of  Operations  discusses  the  unaudited  consolidated
financial statements which have been prepared in accordance  with
accounting principles generally accepted in the United States for
interim  financial information and with the instructions to  Form
10-Q  and Article 10 of Regulation S-X.  The preparation of these
financial  statements requires management to make  estimates  and
assumptions  that  affect  the reported  amounts  of  assets  and
liabilities   and  the  disclosure  of  contingent   assets   and
liabilities  at  the  date of the financial  statements  and  the
reported  amounts of revenues and expenses during  the  reporting
period.  On an on-going basis, management evaluates its estimates
and   judgments,   including  those   related   to   inventories.
Management   bases  it  estimates  and  judgments  on  historical
experience and on various other factors that are believed  to  be
reasonable under the circumstances, the results of which form the
basis  for  making judgments about the carrying values of  assets
and liabilities that are not readily apparent from other sources.
Actual  results  may differ from these estimates under  different
assumptions  or  conditions.   The  Company  believes  that   the
following  discussion  addresses  the  most  critical  accounting
policies,  which  are  those  that  are  most  important  to  the
portrayal  of  the Company's financial condition and  results  of
operations  and  require management's most difficult,  subjective
and  complex  judgments.  It is suggested  that  these  condensed
financial  statements be read in conjunction with  the  financial
statements and footnotes thereto included in the Company's Annual
Report on Form 10-K for the year ended December 31, 2003.

Merchandise inventories, principally finished goods,  are  priced
by  the  lower  of  cost (first-in, first-out  basis)  or  market
method.   Reserves for excess or obsolete inventory reflected  in
the consolidated balance sheets at June 30, 2004 and December 31,
2003  are determined to be adequate by management; however, there
can  be no assurance that these reserves will prove adequate over
time  to  provide  for  ultimate losses in  connection  with  the
Company's   inventory.   Management  periodically   reviews   and
analyzes  inventory  reserves  based  on  a  number  of   factors
including,  but not limited to, future product demand  for  items
and estimated profitability of merchandise.

Effective  January  1,  2002, the Company  adopted  Statement  of
Financial   Accounting  Standard  ("SFAS")  No.  141,   "Business
Combinations",  and SFAS No. 142, "Goodwill and Other  Intangible
Assets".    SFAS  No.  141  requires  all  business  combinations
initiated  after  June  30, 2001 to be accounted  for  using  the
purchase  method.   Under SFAS No. 142, goodwill  and  intangible
assets  with  indefinite lives are no longer  amortized  but  are
reviewed at least annually for impairment.  For each of the years
ended December 31, 2003 and December 31, 2002, an assessment  was
completed.   Based  upon  such  reviews,  no  impairment  to  the
carrying value of goodwill was identified, and the Company ceased
amortizing goodwill effective January 1, 2002.


RESULTS OF OPERATIONS

The following table sets forth income statement data of the
Company as a percentage of net sales for the periods indicated
below.
<table>
<caption>
<s>
                                 Three Months       Six Months
                                     Ended             Ended
                                   June 30,          June 30,
<c>                              <c>     <c>       <c>     <c>
                                2004    2003      2004    2003

Net sales                       100.0 % 100.0 %   100.0 % 100.0 %
Cost of sales                    58.0    56.8      58.2    56.1
Distribution expenses            12.9    14.3      13.5    16.1
Selling, general and
 administrative expenses         27.7    24.3      26.7    26.9
Income from operations            1.4     4.6       1.6     0.9
Interest expense                  0.4     0.6       0.4     0.5
Other income                        -       -     (0.1)       -
Income before income taxes        1.0     4.0       1.3     0.4
Tax provision                     0.4     1.6       0.5     0.2
Net income                        0.6 %   2.4 %     0.8 %   0.2 %
</table>

                Three Months Ended June 30, 2004
          Compared to Three Months ended June 30, 2003

Net Sales
Net  sales  for  the  three  months  ended  June  30,  2004  were
approximately $33.0 million, an increase of $3.1 million or 10.3%
over  net sales for the prior year's corresponding period.  Gemco
and  :USE product lines that were acquired in the fourth  quarter
of  2003 contributed $2.0 million in net sales to the 2004 second
quarter.   Excluding net sales from the Gemco  and  :USE  product
lines,  net  sales increased by 3.6% over the second  quarter  of
2003.

The Outlet Stores also had increased sales, primarily as a result
of  the  Company occupying 70% of the space in each store in  the
second  quarter of 2004 as compared to 50% of the space  in  each
store during the second quarter of 2003.  Outlet Stores sales for
the 2004 quarter, which were less than 10% of the Company's total
net  sales,  were lower than expected, resulting in an  operating
loss for the Outlet Stores for the period.

Cost of Sales
Cost  of sales for the three months ended June 30, 2004 was $19.2
million, an increase of $2.2 million or 12.7% over the comparable
2003 period. Cost of sales as a percentage of net sales increased
to  58.0%  from  56.8%,  primarily as a result  of  sales  of  an
unfavorable  product mix of products, higher rates  of  sales  of
products that carry lower margins, including bakeware, pantryware
and Gemco functional glassware products.

Distribution Expenses
Distribution  expenses for the three months ended June  30,  2004
were  $4.3  million, a decrease of 0.9% from the comparable  2003
period.  Excluding the expenses associated with the move  to  the
new  Robbinsville, New Jersey warehouse, which were $0.1  million
for  the  three months ended June 30, 2003, distribution expenses
increased  by  approximately $0.1 million or 2.2% in  the  second
quarter  of  2004  as  compared to the second  quarter  of  2003.
Distribution  expenses as a percentage of net sales decreased  in
the  second quarter of 2004 as compared to the 2003 period.  This
improved  relationship reflects the continued benefits  of  labor
savings   generated  by  the  new  systems   in   the   Company's
Robbinsville,  New Jersey distribution center and lower  freight-
out costs, which are included in distribution expense, the result
of a greater number of customers in the 2004 quarter with freight
collect terms as opposed to freight prepaid.

Selling, General and Administrative Expenses
Selling, general and administrative expenses for the three months
ended  June  30,  2004  were $9.1 million, an  increase  of  $1.9
million  or 25.9% over the comparable 2003 period.  The  increase
in   selling,   general  and  administrative  expenses   resulted
primarily from higher personnel costs including planned personnel
increases  in  the  product design group, the  overseas  sourcing
department   and  the  sales  and  marketing  departments.    The
operations of Gemco and :USE also accounted for a portion of  the
increase in selling, general and administrative expenses  in  the
2004  second  quarter, as did the Outlet Stores, primarily  as  a
result of the Company being responsible for 70% of the space  and
expenses  in each store in the second quarter of 2004 as compared
to 50% in each store during the second quarter of 2003.

Tax Provision
Income  tax  expense  for the second quarter  of  2004  was  $0.1
million  as  compared  to  $0.5 million in  the  comparable  2003
quarter.  The decrease in income tax expense is directly  related
to the decrease in income before taxes from 2004 to 2003.  Income
taxes  as a percentage of income before taxes remained consistent
from year-to-year at approximately 40%.


                 Six Months Ended June 30, 2004
           Compared to Six Months ended June 30, 2003

Net Sales
Net  sales  for  the six months ended June 30,  2004  were  $70.2
million, an increase of $15.9 million or 29.4% as compared to the
corresponding  2003  period.  Sales of  Gemco  and  :USE  product
lines,  which were acquired in the fourth quarter of  2003,  were
approximately  $3.5 million for the 2004 period.   Excluding  net
sales  from the Gemco and :USE product lines, net sales increased
by  22.9%  over  the six-month period ended June 30,  2003.   The
increase  in  sales volume was attributable primarily  to  higher
sales   of   KitchenAid  branded  products,  Farberware   branded
kitchenware  products  and  increased  shipments  of   Kamenstein
pantryware products.

The Outlet Stores also had increased sales, primarily as a result
of  the  Company occupying 70% of the space in each store in  the
2004  as compared to 50% of the space in each store during  2003.
Outlet Stores sales for the first six months of 2004, which  were
less  than 10% of the Company's total net sales, were lower  than
expected,  resulting in an operating loss for the  Outlet  Stores
for the period.

Cost of Sales
Cost  of  sales for the six months ended June 30, 2004 was  $40.8
million,  an  increase of 34.2% over the comparable 2003  period.
Cost  of  sales as a percentage of net sales increased  to  58.2%
from  56.1%, primarily as a result of higher sales of  KitchenAid
branded  products, which generate lower margins due to the  added
costs  of  royalties  and higher sales of  pantryware  and  Gemco
functional glassware products, which generate lower gross  profit
margins than the Company's other major product categories.

Distribution Expenses
Distribution expenses for the six months ended June 30, 2004 were
$9.4  million,  an  increase of $0.7 million  or  7.9%  from  the
comparable  2003 period.  Excluding the expenses associated  with
the  move  to  the  new  Robbinsville, New  Jersey  warehouse  of
approximately  $0.5 million for the six month period  ended  June
30,  2003, distribution expenses increased by approximately  $1.2
million  in the six month period ended June 30, 2004 as  compared
to the six-month period ended June 30, 2003.  The higher expenses
were  primarily due to increased personnel and freight-out  costs
related  to  the  increased  level  of  shipments.   Distribution
expenses as a percentage of net sales decreased in the six-months
ended June 30, 2004 as compared to the six-months ended June  30,
2003.  This improved relationship reflects the continued benefits
of  labor  savings generated by the new systems in the  Company's
Robbinsville, New Jersey distribution center.

Selling, General and Administrative Expenses
Selling,  general and administrative expenses for the six  months
ended  June  30,  2004 were $18.7 million, an  increase  of  $4.1
million  or 28.4% from the comparable 2003 period.  The  increase
in   selling,   general  and  administrative  expenses   resulted
primarily from higher personnel costs including planned increases
in the product design group, the overseas sourcing department and
the sales and marketing departments.  The operations of Gemco and
:USE  also  accounted for a portion of the increase  in  selling,
general  and  administrative expenses for  the  six-month  period
ended  June  30, 2004, as did the Outlet Stores, primarily  as  a
result of the Company being responsible for 70% of the space  and
expenses in each store for the six months ended June 30, 2004  as
compared to 50% in each store during 2003.

Tax Provision
Income  tax expense for the six months ended June 30,   2004  was
$0.3  million as compared to $0.1 million in the comparable  2003
period.   The increase in income tax expense is directly  related
to the increase in income before taxes from 2003 to 2004.  Income
taxes  as a percentage of income before taxes remained consistent
from year-to-year at approximately 40%.

LIQUIDITY AND CAPITAL RESOURCES

At  June  30,  2004,  the  Company had a $35  million  three-year
secured,  reducing revolving credit facility under  an  agreement
(the  "Agreement") with a group of banks.  Borrowings  under  the
Agreement  were  secured  by all of the assets  of  the  Company.
Under  the  terms of the Agreement, the Company was  required  to
satisfy  certain  financial covenants, including  limitations  on
indebtedness  and sale of assets; a minimum fixed  charge  ratio;
and  net  worth maintenance.  Borrowings under the Agreement  had
different  interest rate options that are based on  an  alternate
base rate, LIBOR rate, or the lender's cost of funds rate.  As of
June  30, 2004, the Company had $1.1 million of letters of credit
and trade acceptances outstanding and $14.8 million of borrowings
under the agreement and, as a result, the availability under  the
Agreement  was  $19.1 million.  Interest rates on  borrowings  at
June 30, 2004 ranged from 2.625% to 3.0625%.

On  July  28, 2004, the Company entered into a $50 million  five-
year,  secured  credit facility (the "Credit  Facility")  with  a
group  of banks and, in conjunction therewith, canceled  its  $35
million secured, reducing revolving credit facility which was due
to mature in November 2004.  Borrowings under the Credit Facility
are secured by all of the assets of the Company.  Under the terms
of  the  Credit  Facility, the Company  is  required  to  satisfy
certain    financial   covenants,   including   limitations    on
indebtedness and sale of assets; a minimum fixed charge ratio;  a
maximum  leverage ratio and maintenance of a minimum  net  worth.
Borrowings under the credit facility have different interest rate
options that are based on an alternate base rate, the LIBOR  rate
and  the lender's cost of funds rate, plus in each case a  margin
based on a leverage ratio.

At  June  30, 2004, the Company had cash and cash equivalents  of
$0.4 million as compared to $1.2 million at December 31, 2003.

On  July  28,  2004,  the Board of Directors declared  a  regular
quarterly  cash dividend of $0.0625 per share to shareholders  of
record  on  August 4, 2004 to be paid on August  20,  2004.   The
dividend to be paid will be approximately $0.7 million.

The   Company  believes  that  its  cash  and  cash  equivalents,
internally  generated funds and its existing credit  arrangements
will  be  sufficient to finance its operations for at  least  the
next 12 months.

The  results  of  operations  of  the  Company  for  the  periods
discussed  have not been significantly affected by  inflation  or
foreign    currency    fluctuation.   The   Company    negotiates
predominantly  all  of  its  purchase  orders  with  its  foreign
manufacturers in United States dollars. Thus, notwithstanding any
fluctuation  in foreign currencies, the Company's  cost  for  any
purchase order is not subject to change after the time the  order
is  placed.  However, any weakening of the United  States  dollar
against  local  currencies  could lead certain  manufacturers  to
increase  United  States dollar prices for  their  products.  The
Company  believes  it would be able to compensate  for  any  such
price increase.

Item  3.  Quantitative and Qualitative Disclosures  About  Market
Risk

Market  risk  represents the risk of loss  that  may  impact  the
consolidated  financial position, results of operations  or  cash
flows  of  the  Company.  The Company is exposed to  market  risk
associated with changes in interest rates.  The Company's line of
credit  bears interest at variable rates.  The Company is subject
to  increases  and decreases in interest expense on its  variable
rate  debt resulting from fluctuations in the interest  rates  of
such  debt.  There were no changes in interest rates that  had  a
material  impact on the consolidated financial position,  results
of  operations or cash flows of the Company during the  six-month
period ended June 30, 2004.

Item 4.         Control and Procedures

The  Chief  Executive Officer and the Chief Financial Officer  of
the  Company  (its  principal  executive  officer  and  principal
financial officer, respectively) have concluded, based  on  their
evaluation as of a date within 90 days prior to the date  of  the
filing  of this Report on Form 10-Q, that the Company's  controls
and  procedures are effective to ensure that information required
to  be  disclosed by the Company in the reports filed by it under
the Securities and Exchange Act of 1934, as amended, is recorded,
processed,  summarized  and  reported  within  the  time  periods
specified in the SEC's rules and forms, and include controls  and
procedures  designed to ensure that information  required  to  be
disclosed  by  the  Company in such reports  is  accumulated  and
communicated  to  the Company's management, including  the  Chief
Executive Officer and Chief Financial Officer of the Company,  as
appropriate   to   allow  timely  decisions  regarding   required
disclosure.

There were no significant changes in the Company's internal
controls or in other factors that could significantly affect
these controls subsequent to the date of such evaluation.


PART II - OTHER INFORMATION

Forward Looking Statements:  This Quarterly Report on Form 10-Q
contains certain forward-looking statements within the meaning of
the "safe harbor" provisions of the Private Securities Litigation
Reform Act of 1995, including statements concerning the Company's
future products, results of operations and prospects.  These
forward-looking statements involve risks and uncertainties,
including risks relating to general economic and business
conditions, including changes which could affect customer payment
practices or consumer spending; industry trends; the loss of
major customers; changes in demand for the Company's products;
the timing of orders received from customers; cost and
availability of raw materials; increases in costs relating to
manufacturing and transportation of products; dependence on
foreign sources of supply and foreign manufacturing; and the
seasonal nature of the business as detailed from time to time in
the Company's filings with the Securities and Exchange
Commission.  Such statements are based on management's current
expectations and are subject to a number of factors and
uncertainties which could cause actual results to differ
materially from those described in the forward-looking
statements.

Item 1.     Legal Proceedings
    Not applicable.

Item 2.     Changes in Securities and Use of Proceeds
    Not applicable

Item 3.     Defaults Upon Senior Securities
    Not applicable

Item 4.     Submission of Matters to a Vote of Security-Holders

    The Company's annual meeting of stockholders was held on June
8, 2004.  At the meeting, all nine director nominees were elected
and the appointment of Ernst & Young LLP as independent auditors
was ratified.
        (a) The following directors were elected to hold office until the
          next annual meeting of stockholders by the votes indicated:
     <table>
     <caption>
     <s>
    <c>                     <c>         <c>
                            FOR      WITHHOLD
    Jeffrey Siegel       7,041,565    447,866
    Bruce Cohen          7,041,745    447,686
    Craig Phillips       7,033,565    455,866
    Ronald Shiftan       6,992,851    496,580
    Howard Bernstein     7,347,494    141,937
    Leonard Florence     7,367,844    121,587
    Cherrie Nanninga     7,396,444     92,987
    Sheldon Misher       7,444,161     45,270
    William Westerfield  7,439,761     49,670
     </table>

   (b)  The appointment of Ernst & Young as the independent
          auditors to audit the Company's financial statements
          for the fiscal year ending December 31, 2004 was
          ratified by the following vote:
             FOR       WITHHOLD   EXCEPTIONS/ABSTAIN
          7,406,535     77,875         5,021

Item 5.     Other Information
    Not applicable.


Item 6.     Exhibit(s) and Reports on Form 8-K.

        (a) Exhibit(s) in the second quarter of 2004:

            Exhibit 31.1    Certification by Jeffrey Siegel, Chief
                      Executive  Officer, pursuant to  Rule  13a-
                      14(a)  or  Rule 15d-14(a) of the Securities
                      and   Exchange  Act  of  1934,  as  adopted
                      pursuant  to  Section 302 of the  Sarbanes-
                      Oxley Act of 2002.

            Exhibit 31.2    Certification by Robert McNally, Chief
                      Financial  Officer, pursuant to  Rule  13a-
                      14(a)  or  Rule 15d-14(a) of the Securities
                      and   Exchange  Act  of  1934,  as  adopted
                      pursuant  to  Section 302 of the  Sarbanes-
                      Oxley Act of 2002.

            Exhibit 32      Certification by Jeffrey Siegel, Chief
                      Executive  Officer,  and  Robert   McNally,
                      Chief  Financial Officer,  pursuant  to  18
                      U.S.C.  Section  1350, as adopted  pursuant
                      to  Section  906 of the Sarbanes-Oxley  Act
                      of 2002.



        (b) Reports on Form 8-K in the second quarter of 2004:
                         On  April 29, 2004, the Company filed  a
                      report  on  Form 8-K announcing results  of
                      operations  for and financial condition  as
                      of  the  end  of  its first  quarter  ended
                      March 31, 2004.



                           SIGNATURES


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


                                                  August 5, 2004
                        /s/ Jeffrey Siegel
                    __________________________________
                    Jeffrey Siegel
                        Chief Executive Officer and President
                        (Principal Executive Officer)



                                                  August 5, 2004
                        /s/ Robert McNally
                    __________________________________
                    Robert McNally
                        Vice President - Finance and Treasurer
                        (Principal Financial and Accounting Officer)


                                                     Exhibit 31.1
                          CERTIFICATION

I, Jeffrey Siegel, certify that:

   1.  I have reviewed this quarterly report on Form 10-Q of
      Lifetime Hoan Corporation ("the registrant");

   2.  Based on my knowledge, this quarterly report does not contain
      any untrue statement of a material fact or omit to state a
      material fact necessary to make the statements made, in light of
      the circumstances under which such statements were made, not
      misleading with respect to the period covered by this quarterly
      report:

   3.  Based on my knowledge, the financial statements, and other
      financial information included in this quarterly report, fairly
      present in all material respects the financial condition, results
      of operations and cash flows of the registrant as of, and for,
      the periods presented in this quarterly report;

   4.  The registrant's other certifying officers and I are
      responsible for establishing and maintaining disclosure controls
      and procedures (as defined in Exchange Act Rules 13a-14 and 15d-
      14) for the registrant and have:

        a. designed such disclosure controls and procedures, or caused
           such disclosure controls and procedures to be designed under our
           supervision, to ensure that material information relating to the
           registrant, including its consolidated subsidiaries, is made
           known to us by others within those entities, particularly during
           the period in which this quarterly report is being prepared;
        b. evaluated the effectiveness of the registrant's disclosure
           controls and procedures and presented in this report our
           conclusions about the effectiveness of the disclosure controls
           and procedures, as of the end of the period covered by this
           report based on such evaluation; and
        c. disclosed in this report any change in the registrant's
           internal controls over financial reporting that occurred during
           the registrant's most recent fiscal quarter that has materially
           affected or is reasonably likely to materially affect the
           registrant's internal controls over financial reporting; and

   5.  The registrant's other certifying officers and I have
      disclosed, based on our most recent evaluation of internal
      controls over financial reporting, to the registrant's auditors
      and the audit committee of registrant's board of directors (or
      persons performing the equivalent functions):
        a. all significant deficiencies and material weaknesses in the
           design or operation of internal controls over financial reporting
           which are reasonably likely to adversely affect the registrant's
           ability to record, process, summarize and report financial
           information; and
        b. any fraud, whether or not material, that involves management
           or other employees who have a significant role in the
           registrant's internal controls over financial reporting.





Date:        August 5, 2004



__/s/ Jeffrey Siegel______________
       Jeffrey Siegel
President and Chief Executive Officer






                                                     Exhibit 31.2
                          CERTIFICATION

I, Robert McNally, certify that:

  1.  I have reviewed this quarterly report on Form 10-Q of
     Lifetime Hoan Corporation ("the registrant");

  2.  Based on my knowledge, this quarterly report does not contain
     any untrue statement of a material fact or omit to state a
     material fact necessary to make the statements made, in light of
     the circumstances under which such statements were made, not
     misleading with respect to the period covered by this quarterly
     report:

  3.  Based on my knowledge, the financial statements, and other
     financial information included in this quarterly report, fairly
     present in all material respects the financial condition, results
     of operations and cash flows of the registrant as of, and for,
     the periods presented in this quarterly report;

  4.  The registrant's other certifying officers and I are
     responsible for establishing and maintaining disclosure controls
     and procedures (as defined in Exchange Act Rules 13a-14 and 15d-
     14) for the registrant and have:

       a. designed such disclosure controls and procedures, or caused
          such disclosure controls and procedures to be designed under our
          supervision, to ensure that material information relating to the
          registrant, including its consolidated subsidiaries, is made
          known to us by others within those entities, particularly during
          the period in which this quarterly report is being prepared;
       b. evaluated the effectiveness of the registrant's disclosure
          controls and procedures and presented in this report our
          conclusions about the effectiveness of the disclosure controls
          and procedures, as of the end of the period covered by this
          report based on such evaluation; and
       c. disclosed in this report any change in the registrant's
          internal controls over financial reporting that occurred during
          the registrant's most recent fiscal quarter that has materially
          affected or is reasonably likely to materially affect the
          registrant's internal controls over financial reporting; and

  5.  The registrant's other certifying officers and I
     have disclosed, based on our most recent evaluation of
     internal controls over financial reporting, to the
     registrant's auditors and the audit committee of
     registrant's board of directors (or persons performing the
     equivalent functions):
       a. all significant deficiencies and material weaknesses in the
          design or operation of internal controls over financial reporting
          which are reasonably likely to adversely affect the registrant's
          ability to record, process, summarize and report information; and
       b. any fraud, whether or not material, that involves management
          or other employees who have a significant role in the
          registrant's internal controls over financial reporting.



Date:        August 5, 2004



___/s/ Robert McNally___________
        Robert McNally
Vice President and Chief Financial Officer

                           EXHIBIT 32

  Certification by Jeffrey Siegel, Chief Executive Officer, and
            Robert McNally, Chief Financial Officer,
   Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to
         Section 906 of the Sarbanes-Oxley Act of 2002.



        I, Jeffrey Siegel, Chief Executive Officer, and I, Robert
McNally, Chief Financial Officer, of Lifetime Hoan Corporation, a
Delaware corporation (the "Company"), each hereby certifies that:


   (1) The Company's periodic report on Form 10-Q for the period
       ended June 30, 2004 (the "Form 10-Q") fully complies with the
       requirements of Section 13(a) or 15(d) of the Securities Exchange
       Act of 1934, as amended; and
   (2) The information contained in the Form 10-Q fairly presents,
       in all material respects, the financial condition and results of
       operations of the Company.






     /s/ Jeffrey Siegel                         /s/ Robert McNally
          Jeffrey Siegel                             Robert McNally
Chief Executive Officer                    Chief Financial Officer

Date:     August 5, 2004                   Date:     August 5, 2004



