1128916v.3

                            SCHEDULE 14A
                           (Rule 14a-101)
               INFORMATION REQUIRED IN PROXY STATEMENT

                      SCHEDULE 14A INFORMATION
              Proxy Statement Pursuant to Section 14(a)
               of the Securities Exchange Act of 1934

Filed by the Registrant               X

Filed  by  a  party other  than  the
Registrant

Check the appropriate box:
  Preliminary proxy statement               Confidential  For   Use
                                            of    the    Commission
                                            Only, (as permitted,
                                            by Rule 14a-6(e)(2))

X Definitive proxy statement

  Definitive additional materials

  Soliciting material pursuant  to  Rule
  14a-11(c)or
  Rule 14a-12

                      LIFETIME HOAN CORPORATION
          (Name of Registrant as Specified in Its Charter)

     (Name of Person(s) Filing Proxy Statement, if other than the
                             Registrant)

Payment of filing fee (Check the appropriate box):
X No fee required.

  Fee  computed on table below per Exchange Act Rules 14a-6  (i)
  (1) and 0-11.

(1) Title   of  each  class  of  securities  to  which  transaction
    applies:

(2) Aggregate number of securities to which transaction applies:

(3) Per  unit  price  or  other  underlying  value  of  transaction
    computed pursuant to Exchange Act Rule 0-11:1

(4) Proposed maximum aggregate value of transaction:

(5) Total fee paid:

  Fee paid previously with preliminary materials:

  Check  box  if  any  part  of the fee is offset  as  provided  by
  Exchange Act Rule 0-11
  (a)(2) and identify the filing for
which  the offsetting fee was paid previously.  Identify the previous
filing by registration statement number, or the form or schedule  and
the date of its filing.

(1) Amount previously paid:

(2) Form, Schedule or Registration Statement no.:

(3) Filing Party:

(4) Date Filed:

_______________________________
1 Set forth the amount on which the filing fee is calculated and
state how it was determined.


                   LIFETIME HOAN CORPORATION
                       One Merrick Avenue
                   Westbury, New York  11590


           NOTICE OF ANNUAL MEETING OF STOCKHOLDERS


                  To be held on June 12, 2002


      Notice  is hereby given that the Annual Meeting of Stockholders
of Lifetime Hoan Corporation, a Delaware corporation (the "Company"),
will  be  held  at  the offices of the Company, One  Merrick  Avenue,
Westbury,  New York 11590 on Thursday June 12, 2002, at  10:30  a.m.,
local time, for the following purposes:

               (1)  To  elect a board of seven directors
               to serve until the next Annual Meeting of
               Stockholders or until their successors are
               duly elected and qualified;

(2) To approve and ratify the appointment
of Ernst & Young LLP as the independent
auditors of  the Company;

(3) To transact such other business as may
properly come before the meeting, or any
adjournment(s) or postponement(s) thereof.

      Stockholders of record at the close of business  on  April  26,
2002 are entitled to notice of and to vote at the Annual Meeting  and
any  adjournment(s) or postponement(s) thereof.  A complete  list  of
the  stockholders  entitled to vote at the  Annual  Meeting  will  be
available  for  examination  by  any  stockholder  at  the  Company's
offices,  One  Merrick  Avenue, Westbury, New  York  11590,  for  any
purpose  germane  to  the  Annual Meeting, during  ordinary  business
hours, for a period of at least 10 days prior to the Annual Meeting.


                                   By Order of the Board of Directors

                                   Craig Phillips, Secretary

Westbury, New York
April 26, 2002

THE   BOARD  OF  DIRECTORS  EXTENDS  A  CORDIAL  INVITATION  TO   ALL
STOCKHOLDERS  TO  ATTEND THE MEETING.  WHETHER OR  NOT  YOU  PLAN  TO
ATTEND  THE  MEETING,  PLEASE COMPLETE,  DATE,  SIGN  AND  RETURN  AS
PROMPTLY  AS  POSSIBLE THE ENCLOSED PROXY IN THE  ACCOMPANYING  REPLY
ENVELOPE.   STOCKHOLDERS  WHO ATTEND THE  MEETING  MAY  REVOKE  THEIR
PROXIES AND VOTE IN PERSON.
                   LIFETIME HOAN CORPORATION
                       One Merrick Avenue
                   Westbury, New York  11590

                        PROXY STATEMENT

                 ANNUAL MEETING OF STOCKHOLDERS

                  To be held on June 12, 2002


                          INTRODUCTION

      This  Proxy  Statement  is furnished  in  connection  with  the
solicitation  of proxies by the Board of Directors (the  "Board")  of
Lifetime  Hoan  Corporation, a Delaware corporation (the  "Company"),
for  use  at  the Annual Meeting of Stockholders of the Company  (the
"Meeting") to be held on the date, at the time and place and for  the
purposes  set forth in the accompanying Notice of Annual  Meeting  of
Stockholders.  Stockholders of record at the  close  of  business  on
April  26, 2002 are entitled to notice of and to vote at the Meeting.
This  Proxy Statement and the accompanying Proxy shall be  mailed  to
stockholders on or about May 10, 2002.

                          THE MEETING
Voting at the Meeting

     On April 26, 2002, there were 10,497,690 shares of the Company's
common  stock,  $.01  par  value (the  "Common  Stock"),  issued  and
outstanding.  Each share of Common Stock entitles the holder  thereof
to one vote on all matters submitted to a vote of stockholders at the
Meeting.

      A  majority of the Company's outstanding shares of Common Stock
represented at the Meeting, in person or by proxy, shall constitute a
quorum.  Assuming a quorum is present, (1) the affirmative vote of  a
plurality of the shares so represented is necessary for the  election
of  directors and 2) the affirmative vote of a majority of the shares
so  represented is necessary to approve and ratify the appointment of
Ernst & Young LLP as the independent auditors of the Company.

Proxies and Proxy Solicitation

      All  shares  of  Common Stock represented by properly  executed
proxies  will  be  voted  at  the  Meeting  in  accordance  with  the
directions marked on the proxies, unless such proxies have previously
been  revoked.  If no directions are indicated on such proxies,  they
will  be  voted  for the election of each nominee named  below  under
"Election of Directors" and for the approval and ratification of  the
appointment of Ernst & Young LLP as the independent auditors  of  the
Company.  If any other matters are properly presented at the  Meeting
for  action,  the proxy holders will vote the proxies  (which  confer
discretionary authority upon such holders to vote on such matters) in
accordance  with  their  best  judgment.   Each  proxy  executed  and
returned  by  a stockholder may be revoked at any time before  it  is
voted  by timely submission of a written notice of revocation  or  by
submission  of a duly executed proxy bearing a later date (in  either
case  directed to the Secretary of the Company), or, if a stockholder
is  present at the Meeting, he may elect to revoke his proxy and vote
his  shares personally. Abstentions and broker non-votes are  counted
for  purposes of determining the presence or absence of a quorum  for
the transaction of business.  If a stockholder, present in person  or
by proxy, abstains on any matter, such stockholder's shares of Common
Stock  will  not  be voted on such matter.  Thus, an abstention  from
voting  on  any matter has the same legal effect as a vote  "against"
the  matter,  even though the stockholder may interpret  such  action
differently.   Except for determining the presence or  absence  of  a
quorum  for  the  transaction of business, broker non-votes  are  not
counted  for  any  purpose in determining whether a matter  has  been
approved.

       The  Company  will  bear  the  cost  of  preparing,  printing,
assembling  and  mailing the proxy, this Proxy  Statement  and  other
material  which may be sent to stockholders in connection  with  this
solicitation.  It is contemplated that brokerage houses will  forward
the  proxy  materials to beneficial holders at  the  request  of  the
Company.   In addition to the solicitation of proxies by the  use  of
the  mails, officers and regular employees of the Company may solicit
proxies  by telephone without being paid any additional compensation.
The  Company will reimburse such persons for their reasonable out-of-
pocket  expenses in accordance with the regulations of the Securities
and Exchange Commission.

     SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

      The following table sets forth information regarding beneficial
ownership  of  the  Common Stock as of April 26, 2002  (except  where
otherwise  noted)  based on a review of information  filed  with  the
United  States  Securities and Exchange Commission  ("SEC")  and  the
Company's stock records with respect to (a) each person known  to  be
the  beneficial  owner of more than 5% of the outstanding  shares  of
Common Stock, (b) each Director or nominee for a directorship of  the
Company,  (c)  each  executive officer of the Company  named  in  the
Summary  Compensation  Table,  and (d)  all  executive  officers  and
directors  of the Company as a group.  Unless otherwise stated,  each
of  such persons has sole voting and investment power with respect to
such shares.
                                                    Percent of
                                                   Outstanding
                                                      Shares
                            Amount and Nature of   Beneficially
Name and Address            Beneficial Ownership      Owned (14)


Milton L. Cohen (1)              1,733,269(2)          16.4%

Jeffrey Siegel (1)               1,357,805(3)          12.9%

Ronald Shiftan (1)                 125,000(4)           1.2%

Pamela Staley                      962,423(5)           9.2%
 1200 S. Gaylord
 Denver, CO  80210

Craig Phillips (1)                 939,392(6)           8.9%

Howard Bernstein (1)                 -0-                  -

Robert McNally (1)                 146,000(7)           1.4%

Bruce Cohen  (1)                   945,486(8)           9.0%

Leonard Florence (1)               120,700              1.1%

Jodie Glickman                     937,308(9)           8.9%
 53 Bayberry Road
 Lawrence, NY  11516

Laura Miller                       954,815(10)           9.1%
 1312 Harbor Road
 Hewlett Harbor, NY  11598

Royce & Associates, Inc.           998,328(11)           9.5%
 1414 Avenue of the Americas
 New York, NY  10019

Wellington Management Co., LLP     865,000(12)           8.3%
 75 State Street
 Boston, MA  02109

Dimensional Fund Advisors, Inc.    672,245(13)           6.4%
 1299 Ocean Avenue
  11th Floor
 Santa Monica, CA  90401

All Directors and  Executive
 Officers as a Group (8 persons) 5,367,652(15)          49.4%




(1)  The  address of such individuals is c/o the Company,  One  Merrick
Avenue, Westbury, NY 11590.

(2)  Includes 49,185 shares issuable upon the exercise of options
which  are  exercisable within 60 days.  Does not include  1,099,900,
shares  owned by nineteen separate irrevocable trusts for the benefit
of   Mr.   Milton  L.  Cohen's  children,  their  spouses   and   his
grandchildren.  Mr.  Cohen,  who is not  a  trustee  of  the  trusts,
disclaims beneficial ownership of the shares held by the trusts.

(3)  Includes  36,864  shares issuable upon the exercise  of  options
which  are  exercisable  within 60 days.  Does  not  include  962,423
shares  owned by ten separate irrevocable trusts for the  benefit  of
Mr. Siegel's children, nieces and nephews.  Mr. Siegel, who is not  a
trustee  of the trusts, disclaims beneficial ownership of the  shares
held by the trusts.

(4)  Includes  125,000 shares issuable upon the exercise  of  options
which are exercisable within 60 days.

(5)  Includes 962,423 shares held in the trusts referred to in footnote
(3)  above, for which Ms. Staley is the sole trustee, over which  she
has  sole  voting control and sole power to dispose of  said  shares.
Ms.  Staley disclaims beneficial ownership of the shares held by  the
trusts.

(6)  Includes 28,278 shares held by a trust of which Mr. Phillips is  a
beneficiary and 12,700 shares issuable upon the exercise  of  options
which are exercisable within 60 days.

(7)  Includes  132,000  shares issuable upon the  exercise  of  options
which  are exercisable within 60 days. Does not include 42,000 shares
issuable  upon  the  exercise of options which  are  not  exercisable
within 60 days.

(8)  Includes  11,600  shares issuable upon the exercise  of  options
which  are exercisable within 60 days. Does not include 5,000  shares
issuable  upon  the  exercise of options which  are  not  exercisable
within 60 days. Includes 220,383 shares held in an irrevocable  trust
of  which  Mr. Cohen is the beneficiary.  Also includes the following
shares,  for which Mr. Cohen disclaims beneficial ownership:  281,021
shares  held  in an irrevocable trust for the benefit of  Mrs.  Jodie
Glickman,  for  which  Mr.  Cohen and Mrs.  Miller  are  co-trustees,
310,868  shares held in an irrevocable trust for the benefit of  Mrs.
Laura  Miller, for which Mr. Cohen and Mrs. Glickman are co-trustees,
and  112,946  shares held in the irrevocable trusts  referred  to  in
footnote  (2)  for  the benefit of members of Mr.  Cohen's  immediate
family, for which he is the sole trustee.

(9)  Includes  281,021 shares held in an irrevocable trust  of  which
Mrs.  Glickman  is  the  beneficiary.  Also  includes  the  following
shares,  for  which  Mrs.  Glickman disclaims  beneficial  ownership:
220,383  shares held in an irrevocable trust for the benefit  of  Mr.
Bruce Cohen, for which Mrs. Glickman and Mrs. Miller are co-trustees,
310,868  shares held in an irrevocable trust for the benefit of  Mrs.
Laura  Miller, for which Mr. Cohen and Mrs. Glickman are co-trustees,
and  70,590  shares  held in the irrevocable trusts  referred  to  in
footnote  (2) for the benefit of members of Mrs. Glickman's immediate
family, for which she is the sole trustee.

(10)  Includes 310,868 shares held in an irrevocable trust  of  which
Mrs.  Miller is the beneficiary.  Also includes the following shares,
for  which Mrs. Miller disclaims beneficial ownership: 220,383 shares
held in an irrevocable trust for the benefit of Mr. Bruce Cohen,  for
which  Mrs. Miller and Mrs. Glickman are co-trustees, 281,021  shares
held  in  an irrevocable trust for the benefit of Mrs. Glickman,  for
which  Mrs. Miller and Mr. Cohen are co-trustees, and 106,942  shares
held  in  the irrevocable trusts referred to in footnote (2) for  the
benefit  of members of Mrs. Miller's immediate family, for which  she
is the sole trustee.

(11)  Amount  and  Nature  of Beneficial  Ownership  and  Percent  of
Outstanding Shares Beneficially Owned is based on Schedule 13G  dated
February 8, 2002 filed with the SEC reporting beneficial ownership of
securities  of the Company held by Royce and Associates, Inc.  as  of
December 31, 2001.

(12)  Amount  and  Nature  of Beneficial  Ownership  and  Percent  of
Outstanding Shares Beneficially Owned is based on Schedule 13G  dated
February  14, 2002 filed with the SEC reporting beneficial  ownership
of  securities of the Company held by Wellington Management Co.,  LLP
as of December 31, 2001.

(13)  Amount  and  Nature  of Beneficial  Ownership  and  Percent  of
Outstanding Shares Beneficially Owned is based on Schedule 13G  dated
February  12, 2002 filed with the SEC reporting beneficial  ownership
of  securities of the Company held by Dimensional Fund Advisors, Inc.
as of December 31, 2001.

(14)  Includes 367,349 shares issuable upon the exercise  of  options
which  are  exercisable  within 60 days.  Does  not  include  122,000
shares   issuable  upon  the  exercise  of  options  which  are   not
exercisable within 60 days.

(15)  Calculated  on the basis of 10,865,039 shares of  Common  Stock
outstanding, except that shares underlying options exercisable within
60  days are deemed to be outstanding for purposes of calculating the
beneficial  ownership  of securities owned by  the  holders  of  such
options.

  To  the  knowledge  of  the  Company, no  arrangement  exists,  the
  operation  of  which might result in a change  of  control  of  the
  Company.

                         PROPOSAL NO. 1

                     ELECTION OF DIRECTORS

   A board of seven directors is to be elected at the Meeting to hold
office until the next Annual Meeting of Stockholders, or until  their
successors  are  duly elected and qualified. The  following  nominees
have been recommended by the Board of Directors.  It is the intention
of the persons named in the enclosed proxy to vote the shares covered
thereby for the election of the seven persons named below, unless the
proxy contains contrary instructions:

                                                    Director or Executive
                                                    Officer of the Company
Name            Age         Position               or its Predecessor Since


Jeffrey Siegel   59   Chairman of the Board of                 1967
                      Directors, Chief Executive
                      Officer and President.
                      Mr. Siegel has held the position of
                      Chairman of the Board since June 14,
                      2001, the position of
                      Chief Executive Officer since
                      December 8, 2000 and
                      the position of President since 1999.
                      Prior to becoming President, since 1967,
                      Mr. Siegel was Executive Vice
                      President of the Company.

Bruce Cohen      44   Executive Vice President                 1998
                      and a Director.  Mr. Bruce
                      Cohen has held the position of
                      Executive Vice President since
                      1999.  Prior to becoming
                      Executive Vice President,
                      since 1991, Mr. Bruce Cohen was
                      Vice President - National Sales Manager
                      of the Company.

Craig Phillips   52   Vice-President - Manufacturing,          1973
                      Secretary and a Director.  Mr. Phillips
                      has held the position of Vice-President -
                      Manufacturing and Secretary since 1973.

Milton L. Cohen  73   Director.
                      Mr. Milton L. Cohen held                 1958
                      prior to April 6, 2001, since 1958,
                      the position of Chairman of the Board,
                      prior to December 8, 2000, since 1958,
                      the position of Chief Executive
                      Officer, and from 1958 to 1998 the
                      position of President.

Ronald Shiftan   57   Director.  Mr. Shiftan is a private      1991
                      Investor.  From 1998 to 2002,
                      Mr. Shiftan was Deputy Executive
                      Director of The Port Authority of
                      New York and New Jersey.  From 1996
                      to 1998, he was Chairman of Patriot
                      Group, LLC, an investment banking
                      firm.  Mr. Shiftan is a director of
                      the Rumson-Fair Haven Bank & Trust Co.
                      and a trustee of Meridian Health
                      System, Inc.

Howard Bernstein 81   Director.
                      Mr. Bernstein has been                   1992
                      a member of the firm of Cole,
                      Samsel & Bernstein LLC (and its
                      predecessors), certified public
                      accountants, for approximately
                      fifty years.

Leonard Florence 70   Director.
                      Mr. Florence has been                    2000
                      Chairman of the Board, Chief
                      Executive Officer and President of
                      Syratech, Inc., a consumer products
                      Company, since 1986.

      Milton L. Cohen is the father of Bruce Cohen.

      Jeffrey Siegel and Craig Phillips are cousins.

      The  Company has no reason to believe that any of the  nominees
will  not be a candidate or will be unable to serve.  However, should
any  of the foregoing nominees become unavailable for any reason, the
persons  named  in the enclosed proxy intend to vote for  such  other
person or persons as the Board may nominate.

      The Board recommends that stockholders vote FOR the election of
the  nominated directors, and signed proxies which are returned  will
be so voted unless otherwise instructed on the proxy card.


INFORMATION CONCERNING THE BOARD OF DIRECTORS OF LIFETIME HOAN

      The  directors  of  the  Company are elected  annually  by  the
stockholders of the Company.  They will serve until the  next  annual
meeting  of the stockholders of the Company or until their successors
have   been  duly  elected  and  qualified  or  until  their  earlier
resignation or removal.

     Directors who are not employees of the Company receive an annual
fee  of  $10,000 plus $1,000 for each meeting of the Board  attended.
Directors,  who  are  employees  of  the  Company,  do  not   receive
compensation  for such services.  The officers and directors  of  the
Company  have  entered  into  indemnification  agreements  with   the
Company.

      Audit  Committee   The Audit Committee is  comprised  of  three
directors  who  are independent, as required by the  Audit  Committee
charter  and the listing requirements for the Nasdaq National Market.
The  Audit  Committee held three meetings during 2001.   The  current
members  are Ronald Shiftan (Chairman), Howard Bernstein and  Leonard
Florence.

     The Audit Committee, among other things, regularly:

* reviews the activities of the Company's independent accountants.
* evaluates the Company's organization and its internal controls,
        policies, procedures and practices to determine whether they are
        reasonably designed to:
        -  provide for the safekeeping of the Company's assets; and
        -  assure the accuracy and adequacy of the Company's records and
        financial statements.
* reviews the Company's financial statements and reports.
* monitors  compliance with the Company's internal controls,
  policies, procedures and practices.
* undertakes such other activities as the Board from time to time
  may delegate to it.

     The Audit Committee annually:

* considers the qualifications of the independent accountants of
  the Company and makes recommendations to the Board as to their
  selection.
* reviews and approves audit fees and fees for non-audit services
  rendered or to be rendered by the independent accountants, and
  reviews the audit plan and the services rendered or to be rendered by
  the independent accountants for each year and the results of their
  audit for the previous year.




      Compensation Committee  The Compensation Committee is comprised
of  three  directors who are independent.  The Compensation Committee
held two formal meetings during 2001.  The current members are Ronald
Shiftan (Chairman), Howard Bernstein and Leonard Florence.

      The  Compensation Committee, after consulting  with  the  chief
executive  officer,  establishes,  authorizes  and  administers   the
Company's  compensation  policies,  practices  and  plans   for   the
Company's directors, executive officers and other key personnel.  The
Compensation  Committee  advises the  Board  of  Directors  regarding
directors' and officers' compensation and management development  and
succession  plans.   The Compensation Committee  is  responsible  for
administering  the Company's 2000 Incentive Bonus Compensation.   The
Compensation Committee also undertakes such other activities  as  may
be delegated to it from time to time by the Board of Directors.

      Stock Option Committee  The Stock Option Committee is comprised
of  three  directors.  The Stock Option Committee held three meetings
during  2001.   The  current members are Jeffrey  Siegel  (Chairman),
Bruce Cohen and Ronald Shiftan.

      The Stock Option Committee is responsible for administering the
Company's  2000 Long-Term Incentive Plan.  The Company's  1991  Stock
Option Plan and 1996 Incentive Stock Option Plan are administered  by
the Board of Directors.

     The Board does not have a standing nominating committee; rather,
the Board as a whole performs the functions which would otherwise  be
delegated to such a committee.

      The  Board of Directors held five meetings and took  action  by
unanimous  consent  twice during the fiscal year ended  December  31,
2001.

      Each  director  attended at least 80% of the  total  number  of
meetings of the Board and committees of the Board on which he served.

                       AUDIT COMMITTEE REPORT

      The  Audit  Committee of the Board of Directors of the  Company
reviewed and discussed the consolidated financial statements  of  the
Company and its subsidiaries that are set forth in the Company's 2001
Annual  Report to Stockholders and at Item 8 of the Company's  Annual
Report  on  Form  10-K  for the year ended December  31,  2001,  with
management  of  the  Company  and  Ernst  &  Young  LLP,  independent
accountants for the Company.

     The Audit Committee discussed with Ernst & Young LLP the matters
required to be discussed by Statement on Auditing Standards  No.  61,
"Communication  with Audit Committees," as amended,  which  includes,
among other items, matters relating to the conduct of an audit of the
Company's financial statements.

      The  Audit Committee received the written disclosures  and  the
letter  from  Ernst  &  Young LLP required by Independence  Standards
Board Standard No. 1 and discussed with Ernst & Young LLP that firm's
independence  from  the Company.  The Committee  concluded  that  the
provision  by Ernst & Young LLP of non-audit services, including  tax
preparation  services,  to  the  Company  is  compatible   with   its
independence.

      Based  on  the  review and discussions with management  of  the
Company  and Ernst & Young LLP referred to above, the Audit Committee
has  recommended  to the Board of Directors that the Company  publish
the   consolidated  financial  statements  of  the  Company  and  its
subsidiaries  for the year ended December 31, 2001 in  the  Company's
Annual  Report on Form 10-K for the year ended December 31, 2001  and
in the Company's 2001 Annual Report to Stockholders.

April 5, 2002

                         The Audit Committee
                      Ronald Shiftan, Chairman
               Howard Bernstein         Leonard Florence

       COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

Policies and Practices

     The  Board  of  Directors  of  the  Company  (the  "Board")  has
delegated   to   the  Compensation  Committee  of  the   Board   (the
"Committee")    primary   responsibility   for    establishing    and
administering  the  compensation programs  of  the  Company  for  its
executive officers and other key personnel.

     The   Committee   annually  reviews  the   Company's   executive
compensation  practices to determine whether the Company's  executive
compensation practices (a) enable the Company to attract  and  retain
qualified and experienced executive officers and other key personnel,
(b)  will  motivate  executive officers and other  key  personnel  to
attain appropriate short term and long term performance goals and  to
manage the Company for sustained long term growth, and (c) align  the
interests  of  executive officers and other key  personnel  with  the
interests of the stockholders.

     Section  162(m)  of  the  Internal  Revenue  Code  (the  "Code")
provides that compensation paid to a public company's chief executive
officer  and  its four other highest paid executive officers  in  tax
years  1994  and thereafter in excess of $1 million is not deductible
unless  such  compensation  is  paid only  upon  the  achievement  of
objective  performance  goals where certain  procedural  requirements
have been satisfied. Alternatively, such compensation may be deferred
until  the  executive  officer is no longer a  covered  person  under
Section  162(m) of the Code. Any compensation subject to the  Section
162(m)  limitations will be automatically deferred until the  payment
of  such  compensation would be deductible by the Company  except  in
those   cases  where  the  Committee  determines  that  nondeductible
payments   would  be  consistent  with  the  Company's   compensation
philosophy  and  in  the  best  interests  of  the  Company  and  its
stockholders.

Executive Officers' Disclosure

     Each  of the executive officers of the Company receives a salary
at  a  level  which is commensurate with the responsibility  of  such
individual,  and his or her prior experience. In reviewing  salaries,
the  Committee  takes into consideration the operating responsibility
of each individual, his or her experience in the housewares industry,
his  or  her expertise in overseas purchasing and the amount of  time
spent  abroad. The Committee also examines the impact each individual
has  on  the  profitability and future growth of the  Company.   Such
salaries  are  intended  to be comparable to the  salaries  of  other
companies  of  comparable size and nature.  Salary reviews  are  done
annually.

     The Company adopted the Lifetime Hoan Corporation 2000 Incentive
Bonus  Compensation  Plan pursuant to which executive  officers,  and
other  designated participants are entitled to bonuses based  on  the
performance  criteria  and  targets  that  are  established  for   an
applicable  period.   The  Company also  adopted  the  Lifetime  Hoan
Corporation 2000 Long-Term Incentive Plan, which permits the granting
of  options (and other stock based awards) to executive officers  and
other key personnel of the Company and its subsidiaries.
Chief Executive Officer Disclosure

     The  compensation of Milton L. Cohen, until he resigned on April
6,  2001,  was governed by the terms of an agreement dated  April  7,
1996,  which  had  been approved by the Committee and  had  provided,
among  other  things, for an annual base salary of  $700,000  and  an
annual   bonus   as   provided  in  the  Company's  Incentive   Bonus
Compensation  Plan.  His salary for 2001 was $188,000 and  a  special
bonus was awarded to him for 2001 of $178,500.

     The  compensation of Jeffrey Siegel, Chairman of  the  Board  of
Directors, Chief Executive Officer and President, was governed by the
terms of an agreement dated April 6, 2001, which was approved by  the
Committee and provides, among other things, for an annual base salary
of  $700,000  and  an  annual  bonus as  provided  in  the  Company's
Incentive  Bonus Compensation Plan.  His bonus for 2001 was $346,000.
Mr. Jeffrey Siegel was also awarded a special bonus of $129,579, that
was approved at the March 22, 2002 Board of Directors meeting.


April 5, 2002

                     The Compensation Committee
                      Ronald Shiftan, Chairman
               Howard Bernstein         Leonard Florence


                       EXECUTIVE COMPENSATION

Summary Compensation Table

      The  following table sets forth certain information  concerning
the  compensation  of  the  Company's  Chief  Executive  Officer  and
President,  and  each of its other most highly compensated  executive
officers whose annual compensation for the fiscal year ended December
31,  2001 exceeded $100,000 (the "Named Executive Officers") for  the
fiscal years ended December 31, 2001, 2000 and 1999:




                                                    
                                                      Long-Term
                                                    Compensation
                                                        No. of
                                                       Shares of
                                                     Common Stock
                                                      Underlying
    Name and                    Annual Compensation      Stock      All other
Principal Position       Year    Salary      Bonus      Options    Compensation


Milton L. Cohen          2001   $188,000    $178,500 (7)  40,000      $7,194 (1)
   Director (2)          2000   $700,000    $593,190 (3)    --        $6,415 (1)
                         1999   $700,000    $304,042        --        $6,017 (1)

Jeffrey Siegel           2001   $700,000    $475,579        --           --
   Chief Executive       2000   $400,000    $886,885 (3)    --           --
   Officer and President 1999   $400,000    $304,042        --           --

Bruce Cohen              2001   $221,000    $157,962 (4)    --          $306 (1)
   Executive Vice        2000   $221,000    $125,000 (5)    --           --
   President             1999   $201,000     $90,000 (6)  10,000         --

Craig Phillips           2001   $200,000        --          --           --
   Vice President        2000   $200,000        --          --           --
   Distribution          1999   $200,000        --          --           --
   and Secretary

Robert McNally           2001   $222,000    $20,000(4)      --          $579 (1)
   Vice President        2000   $210,000    $25,000(5)      --           --
   Finance               1999   $200,000    $15,000(6)    24,000         --
   and Treasurer



(1)   Represents the current dollar value of premiums paid for  split
dollar life insurance by the Company.

(2)   Represents compensation for the period January 1, 2001  through
April 6, 2001.  Mr. Milton L. Cohen resigned as Chairman of the Board
and as an employee of the Company on April 6, 2001.

(3)   Includes  $311,885  earned  and  paid  during  2000  under  the
Incentive Bonus Compensation Plan to each of Messrs. Milton L.  Cohen
and  Jeffrey Siegel.  Also includes special bonuses paid  to  Messrs.
Milton  L.  Cohen and Jeffrey Siegel in the amounts of  $281,305  and
$575,000, respectively, for the fiscal year ended December 31, 2000.

(4)  Such amounts were accrued in 2001 and paid in 2002.

(5)  Such amounts were accrued in 2000 and paid in 2001.

(6)  Such amounts were accrued in 1999 and paid in 2000.

(7)  Such amount was a special bonus awarded in March 30, 2001 by the
Board of Directors of the Company.

Mr.  Jeffrey  Siegel,  Chairman  of the  Board  of  Directors,  Chief
Executive  Officer and President of the Company, has  an  outstanding
loan  owing to the Company in the amount of $318,633 at December  31,
2001.   This  loan does not bear interest and is due on December  31,
2002.  During 2000, Mr. Jeffrey Siegel repaid to the Company $694,000
towards the loan.

Option/SAR Grants in Last Fiscal Year



                  Individual Grants
                                                         
                                  % of Total
                No. of Shares of    Options
                  Common Stock     Granted to                         Grant Date
                   Underlying     Employees in   Exercise  Expiration   Present
     Name       Options Granted    Fiscal Year    Price       Date       Value
Milton L. Cohen       40,000          100.00%     $6.00     4/5/2006  $10,800(a)


(a)  Option  values reflect Black-Scholes model output  for  options.
The  assumptions used in the model were expected volatility  of  .07,
risk-free rate of return of 4.55%, a dividend yield of 4.25%  and  an
expected option life of 4 years.

Aggregated  Option/SAR Exercises in the Last Fiscal Year  and  Fiscal
Year-End Option/SAR Values

      The following table sets forth certain information with respect
to  each  exercise  of  stock options during the  fiscal  year  ended
December  31,  2001 by each of the named executive officers  and  the
number  and  value of unexercised options held by each of  the  Named
Executive Officers as of December 31, 2001:




                                                     
                             Number of Shares
                               of Common Stock
          Shares             Underlying Unexercised      Value of Unexercised
        Acquired on   Value     Options/SARs at        In-The-Money Options/SARS
Name      Exercise   Realized   December 31, 2001       at December 31, 2001(1)
                                                                
                            Exercisable Unexercisable  Exercisable Unexercisable
Milton L. Cohen --      --     49,185         --             $0           --

Jeffrey Siegel  --      --     36,864         --           $13,563        --

Robert McNally  --      --     12,000       12,000          $6,000     $6,000

Craig Phillips  --      --     12,700         --             $0           --

Bruce Cohen     --      --     11,600        5,000          $2,500     $2,500

(1)   Calculated  based on the difference between  the  closing  sale
price  of the Common Stock, as reported on the Nasdaq National Market
on  December  31, 2001 ($6.00 per share), and the exercise  price  of
each  option  multiplied  by the number of  shares  of  Common  Stock
underlying such option.

                        PERFORMANCE GRAPH

       The  following graph compares the cumulative total return  on
 the  Company's Common Stock with the Nasdaq Market Value Index  and
 the   Housewares  Index  -  Media  General  Industry  Group.    The
 comparisons  in  this  table are required  by  the  Securities  and
 Exchange  Commission  and  are  not  intended  to  forecast  or  be
 indicative  of  the possible future performance  of  the  Company's
 Common Stock.

                    LIFETIME HOAN CORPORATION

 Cumulative  Total  Stockholder Return for the Period  December  31,
 1996 through December 31, 2001. 2


 
 
 
                                    
                                   Nasdaq       Media
                      Lifetime     Market      General
            Date        Hoan        Index       Index
          12/31/96     100.00      100.00      100.00
          12/31/97      93.08      122.32      133.22
          12/31/98      94.09      172.52      121.16
          12/31/99      52.19      304.29       99.77
          12/31/00      74.55      191.25       83.54
          12/31/01      64.15      152.46       97.49
 

_______________________________
2 Assumes $100 invested on December 31, 1996 and assumes dividends
reinvested.  Measurement points are at the last trading day of each
of the fiscal years ended December 2001, 2000, 1999, 1998 and 1997.
The material in this chart is not soliciting material, is not deemed
filed with the Securities and Exchange Commission and is not
incorporated by reference in any filing of the Company under the
Securities Act of 1993, as amended, or the Securities Exchange Act of
1934, as amended whether or not made before or after the date of this
Proxy Statement and irrespective of any general incorporation
language in such filing.  A list of the companies included in the
housewares index will be furnished by the Company to any stockholder
upon written request to the Vice President, Finance and Treasurer of
the Company.



 Employment  Contracts and Termination of Employment and  Change-in-
 Control Arrangements

       Effective  April  6, 2001, Mr. Milton L.  Cohen  resigned  as
 Chairman of the Board and as an employee of the Company.  Mr. Cohen
 is continuing as a director of the Company and was elected Chairman
 Emeritus  of  the  Board.  The Company paid Mr. Cohen  a  bonus  of
 $178,500 for the period January 1, 2001 through April 6, 2001.   In
 addition,  Mr.  Cohen  and the Company entered  into  a  Consulting
 Agreement  dated as of April 6, 2001 pursuant to which the  Company
 retained Mr. Cohen as a consultant to the Company for a period of 5
 years.   The  Company will pay to Mr. Cohen a fee of  $440,800  per
 year,  payable in monthly installments of $36,733.33.  Pursuant  to
 the terms of the Consulting Agreement, effective April 6, 2001, the
 Company granted to Mr. Cohen an option to purchase 40,000 shares of
 Common Stock of the Company.

      Effective as of April 6, 2001, Mr. Jeffrey Siegel entered into
 a  new employment agreement with the Company that provides that the
 Company  will  employ  him  as its President  and  Chief  Executive
 Officer for a term commencing on April 5, 2001, and as its Chairman
 of  the  Board  commencing immediately following  the  2001  Annual
 Meeting  of stockholders, and continuing until April 6,  2006,  and
 thereafter  for  additional consecutive  one  year  periods  unless
 terminated by either the Company or Mr. Siegel as provided  in  the
 agreement.  The agreement provides for an annual salary of $700,000
 and  for  the  payment to him of bonuses pursuant to the  Company's
 Incentive Bonus Compensation Plan. The agreement also provides for,
 among  other  things, standard fringe benefits, such as  disability
 benefits  and insurance, and an accountable expense allowance.  The
 agreement  further  provides  that if  the  Company  is  merged  or
 otherwise consolidated with any other organization and as a  result
 control  of the Company changes or substantially all of the  assets
 of  the  Company are sold or any person or persons acquire  50%  or
 more of the outstanding stock of the Company, which is followed by:
 (i)  the  termination of Mr. Siegel's employment by the Corporation
 other  than  in  certain circumstances, (ii) the appointment  of  a
 person  other  than  him to serve as President or  Chief  Executive
 Officer  of  the  Corporation, or the  diminution  of  his  duties,
 responsibilities  or powers, (iii) a reduction in aggregate  amount
 of  compensation and other benefits received by him (other  than  a
 reduction  of benefits made for employees generally), or  (iv)  the
 transfer  of his principal place of employment to a location  other
 than within a thirty mile radius of Westbury, New York, the Company
 would  be  obligated to pay to him or his estate  the  base  salary
 required  pursuant to the employment agreement for the  balance  of
 the  term.  The  employment  agreement  also  contains  restrictive
 covenants  preventing Mr. Siegel from competing  with  the  Company
 during  the  term of his employment and for a period of five  years
 thereafter.   Effective  as  of January  1,  2001,  the  employment
 agreement  was  amended to provide that the pre-tax income  of  the
 Company  upon  which Mr. Siegel's bonuses would be based  would  be
 determined  by  the  committee responsible  for  administering  and
 interpreting the Company's Incentive Bonus Compensation Plan.


 Limitation on Directors' Liability

      The Company's Restated Certificate of Incorporation contains a
 provision which eliminates the personal liability of a director for
 monetary damages other than for breaches of the director's duty  of
 loyalty  to the Company or its stockholders, acts or omissions  not
 in  good faith or which involve intentional misconduct or a knowing
 violation  of  law, violations under Section 174  of  the  Delaware
 General  Corporation  Law  or for any transaction  from  which  the
 director derived an improper personal benefit.

       The  Company has entered into indemnification agreements with
 each  of  its officers and directors which provide that the Company
 will   indemnify   the   indemnitee  against  expenses,   including
 reasonable attorney's fees, judgments, penalties, fines and amounts
 paid  in  settlement  actually and reasonably incurred  by  him  in
 connection  with  any  civil or criminal action  or  administrative
 proceeding  arising  out of the performance of  his  duties  as  an
 officer,  director,  employee  or  agent  of  the  Company.    Such
 indemnification is available if the acts of the indemnitee were  in
 good  faith,  if  the  indemnitee acted in a manner  he  reasonably
 believed  to  be  in or not opposed to the best  interests  of  the
 Company   and,  with  respect  to  any  criminal  proceeding,   the
 indemnitee  had  no  reasonable cause to believe  his  conduct  was
 unlawful.

CERTAIN TRANSACTIONS

     On April 6, 1984, the Company, pursuant to its 1984 Stock Option
Plan,  which  has  since been terminated, issued options  to  Messrs.
Milton  L.  Cohen,  Jeffrey Siegel and Craig Phillips,  officers  and
directors  of  the Company.  On December 17, 1985, these  individuals
exercised  their  options  and  the  following  table  reflects   the
respective  numbers  of  shares issued  (the  "Option  Shares"),  the
aggregate  purchase  price, average price per  share  and  method  of
payment.




                                                   
                Number of
                Shares of    Aggregate   Average
               Common Stock   Purchase  Price per    Method of Payment
Name              Issued        Price     Share      Cash        Notes

Milton L. Cohen  1,713,204    $469,120    $0.27     $46,912    $422,208
Jeffrey Siegel   1,390,860     382,720     0.27      38,272     344,448
Craig Phillips     519,334     149,120     0.27      14,912     134,208
Total            3,623,398  $1,000,960             $100,096    $900,864


      The promissory notes issued by Messrs. Milton L. Cohen, Jeffrey
Siegel  and Craig Phillips all bear interest at the rate  of  9%  per
annum,  are secured by the individuals' respective Option Shares  and
were  originally due and payable on December 17, 1995. From  time  to
time  the  due dates of the notes have been extended and, in December
2000, the Company extended the due dates of the notes to December 31,
2005. The interest has been paid each year when due.

     As of April 6, 2001, the promissory note issued by Mr. Milton L.
Cohen  was  canceled  and replaced by a new promissory  note  in  the
principal  amount of $855,777 (representing the principal  amount  of
$422,208  of  the promissory note referred to above and  $433,569  of
other  outstanding loans) bearing interest at the rate of  4.85%  per
annum, payable in twenty equal quarterly installments (principal  and
interest  combined)  of $48,404 on the last day of  June,  September,
December  and  March of each year commencing June 30,  2001.   As  of
December  31,  2001,  Mr.  Milton  L.  Cohen  owed  $739,576  on  the
promissory note.

      Mr.  Cohen and the Company entered into a Consulting  Agreement
dated as of April 6, 2001 pursuant to which the Company retained  Mr.
Cohen  as  a consultant to the Company for a period of 5 years.   The
Company will pay to Mr. Cohen a fee of $440,800 per year, payable  in
equal  monthly installments of $36,733.33.  Pursuant to the terms  of
the  Consulting  Agreement,  effective April  6,  2001,  the  Company
granted  to Mr. Cohen an option to purchase 40,000 shares  of  Common
Stock of the Company.



                           PROPOSAL NO. 2

       APPROVAL AND RATIFICATION OF APPOINTMENT OF AUDITORS

     Subject  to  stockholder  approval and ratification,  the  Board
reappointed  the  firm  of  Ernst &  Young  LLP  as  the  independent
auditors  to audit the Company's financial statements for the  fiscal
year  ending  December 31, 2002.  Ernst & Young LLP has  audited  the
Company's financial statements since 1984.

     In  addition  to rendering audit services during 2001,  Ernst  &
Young LLP performed other non-audit services for the Company and  its
subsidiaries.  Fees for the 2001 annual audit were $208,000  and  all
other  fees  for service rendered during the year ended December  31,
2001  were $111,560.  There were no services rendered or fees  during
2001 for Financial Information Systems Design and Implementation.

     In  making its recommendation, the Audit Committee reviewed past
audit  results  and other non-audit services performed  during  2001.
In  selecting Ernst & Young LLP, the Audit Committee and the Board of
Directors   carefully  considered  their  independence.   The   Audit
Committee  has  determined  that the performance  of  such  non-audit
services did not impair the independence of Ernst & Young LLP.

     Ernst & Young LLP has confirmed to the Company that they are  in
compliance   with   all  rules,  standards  and   policies   of   the
Independence   Standards  Board  and  the  Securities  and   Exchange
Commission governing auditor independence.

     If  the stockholders do not approve and ratify this appointment,
other independent auditors will be considered by the Board.

     Representatives of Ernst & Young LLP are expected to be  present
at  the Meeting and will have the opportunity to make a statement  if
they desire and to respond to appropriate questions of stockholders.

     The Board recommends that stockholders vote FOR the approval and
ratification of the appointment of Ernst & Young, LLP.

Section 16(a) Beneficial Ownership Reporting Compliance

      Section  16(a) of the Securities Exchange Act of 1934  requires
the Company's directors, executive officers, and persons who own more
than  ten  percent  of  a registered class of  the  Company's  equity
securities  to  file  with the Company, the Securities  and  Exchange
Commission,  and  the  National  Association  of  Securities  Dealers
initial  reports of ownership and reports of changes in ownership  of
any  equity  securities of the Company.  During Fiscal 2001,  to  the
best of the Company's knowledge, all required reports were filed on a
timely  basis except that, as a result of administrative errors,  Mr.
Leonard Florence, a director, filed in March 2002 a Form 3 to  report
that  he owned 120,700 shares of Common Stock of the Company  at  the
time  he  was  elected as a director.  In making this statement,  the
Company  has  relied on the written representations of its  directors
and executive officers and copies of Forms 3, 4 and 5 provided to the
Company.

STOCKHOLDER PROPOSALS

     A stockholder proposal intended to be presented at the Company's
2003  Annual Meeting of Stockholders must be received by the  Company
at  its principal executive offices on or before January 6, 2003,  to
be  included  in the Company's proxy statement and proxy relating  to
that meeting.

OTHER MATTERS

           The Management of the Company does not know of any matters
other  than  those stated in this Proxy Statement  which  are  to  be
presented  for  action at the Meeting.  If any other  matters  should
properly come before the Meeting, it is intended that proxies in  the
accompanying  form  will  be  voted on  any  such  other  matters  in
accordance  with  the judgement of the persons voting  such  proxies.
Discretionary authority to vote on such matters is conferred by  such
proxies upon the persons voting them.

           Financial statements for the Company are included  in  the
Annual  Report of the Company for the fiscal year ended December  31,
2001 which accompanies this Proxy Statement.

      Upon  the written request of any person who on the record  date
was  a record owner of Common Stock of the Company, or who represents
in  good faith that he or she was on such date a beneficial owner  of
Common  Stock  of the Company, the Company will send to such  person,
without  charge,  a copy of its Annual Report on Form  10-K  for  the
fiscal  year ended December 31, 2001, including financial  statements
and  schedules, as filed with the Securities and Exchange Commission.
Requests  for this report should be directed to Robert McNally,  Vice
President, Treasurer and CFO, Lifetime Hoan Corporation, One  Merrick
Avenue, Westbury, New York 11590.


                                  By Order of the Board of Directors,


                                   Craig Phillips, Secretary

Dated:  April 26, 2002