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

                                    FORM 8-K

                                 CURRENT REPORT

     PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

         Date of report (Date of earliest event reported): MAY 10, 2006

                              LIFETIME BRANDS, INC.
             (Exact Name of Registrant as Specified in Its Charter)

                                    DELAWARE
                 (State or Other Jurisdiction of Incorporation)

        0-19254                                             11-2682486
(Commission File Number)                       (IRS Employer Identification No.)


                  ONE MERRICK AVENUE, WESTBURY, NEW YORK, 11590
               (Address of Principal Executive Offices)(Zip Code)

        (Registrant's Telephone Number, Including Area Code) 516-683-6000

        (Former Name or Former Address, if Changed Since Last Report) N/A

     Check the  appropriate  box below if the Form 8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

|_|      Written  communications  pursuant to Rule 425 under the  Securities Act
         (17 CFR 230.425)

|_|      Soliciting  material pursuant to Rule 14a-12 under the Exchange Act (17
         CFR 240.14a-12)

|_|      Pre-commencement  communications  pursuant to Rule  14d-2(b)  under the
         Exchange Act (17 CFR 240.14d-2(b))

|_|      Pre-commencement  communications  pursuant to Rule  13e-4(c)  under the
         Exchange Act (17 CFR 240.13e-4(c))





ITEM 1.01  ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

On May 10, 2006,  Lifetime Brands,  Inc. (the "Company")  entered into a 15-year
lease agreement (the "Lease Agreement") for approximately 114,000 square feet of
office and warehouse space located in The Business and Research Center at Garden
City located at 1000  Stewart  Avenue in Garden  City,  New York ("1000  Stewart
Avenue").  The location will serve as the Company's new corporate  headquarters.
Annual rent will be approximately $1.9 million with annual escalations of 2.625%
per  year,  plus  additional  rent to cover  real  estate  taxes.  Occupancy  is
anticipated to be in December  2006.  The Company  currently owns and occupies a
building at One Merrick Avenue,  Westbury, New York with total square footage of
approximately 47,000 square feet ("One Merrick Avenue"). The Company has not yet
made a decision  with  respect to its future plans for One Merrick  Avenue.  The
increased office space is needed due to the significant  growth of the Company's
business, including the July 2005 acquisition of the business and certain assets
of The  Pfaltzgraff  Co.  and the April 2006  acquisition  of the  business  and
certain assets of Syratech Corporation. The move to 1000 Stewart Avenue will not
affect the Company's current distribution facilities.

The  information  provided  in this Item 1.01 is  qualified  in its  entirety by
reference to the terms and conditions of the Lease Agreement, a copy of which is
attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The information  herein contains certain  forward-looking  statements  including
statements  concerning the Company's future prospects.  These statements involve
risks and uncertainties, including risks relating to general economic conditions
and risks  relating  to the  Company's  operations,  such as the risk of loss of
major  customers  and risks  relating  to changes  in demand  for the  Company's
products,  as  detailed  from  time to time in the  Company's  filings  with the
Securities and Exchange Commission.

ITEM 9.01.  FINANCIAL STATEMENTS AND EXHIBITS

(c)      Exhibits

           99.1     Lease  Agreement  dated  as  of  May  10,  2006  between  AG
                    Metropolitan  Endo, L.L.C and Lifetime Brands,  Inc. for the
                    property  located at 1000 Stewart Avenue in Garden City, New
                    York.






                                    Signature

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.

                                    Lifetime Brands, Inc.

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

Date:  May 15, 2006





                                 LEASE AGREEMENT

                                    LANDLORD:

                          AG METROPOLITAN ENDO, L.L.C.,
                      A DELAWARE LIMITED LIABILITY COMPANY

                                     TENANT:

                             LIFETIME BRANDS, INC.,
                             A DELAWARE CORPORATION