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, 2003


      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, 2003, at  10:30  a.m.,
local time, for the following purposes:

               (1)  To elect a board of six 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
               accountants 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  25,
2003 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 25, 2003

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, 2003


                          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  25, 2003 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 9, 2003.

                          THE MEETING
Voting at the Meeting

     On April 25, 2003, there were 10,560,704 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 other 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  25,  2003(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 (17)


Jeffrey Siegel (1)                 1,319,024(2)         12.5%

Ronald Shiftan (1)                   150,845(3)          1.4%

Craig Phillips (1)                   939,392(4)          8.9%

Howard Bernstein (1)                  -0-                -

Robert McNally (1)                   190,000(5)          1.8%

Bruce Cohen  (1)                   1,074,186(6)         10.2%

Evan Miller  (1)                      57,716(7)          0.5%

Robert Reichenbach (1)                -0-                -

Leonard Florence (1)                 120,700             1.1%

Daniel Siegel (1)                    639,733(8)          6.1%

Milton L. Cohen                    1,579,084(9)         14.9%
 133 Everit Avenue
 Hewlett Bay Park, NY  11557
Jodie Glickman                     1,058,708(10)        10.0%
 1233 Beech Street - Unit 35
 Atlantic Beach, NY  11509
Laura Miller                       1,076,014(11)        10.2%
 1312 Harbor Road
 Hewlett Harbor, NY  11598
Tracy Wells                          950,665(12)         9.1%
 30 Wedgewood Drive
 Hopkinton, MA  01748
Royce & Associates, Inc.             667,628(13)         6.3%
 1414 Avenue of the Americas
 New York, NY  10019
Wellington Management Co., LLP       764,300(14)         7.2%
 75 State Street
 Boston, MA  02109
Dimensional Fund Advisors, Inc.      638,845(15)         6.1%
 1299 Ocean Avenue
 11th Floor
 Santa Monica, CA  90401

All Directors and  Executive
 Officers as a Group (9 persons)   3,851,863(16)        35.2%



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

(2)   Does   not  include  968,423  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.  Mr.
Jeffrey  Siegel  is the father of Mr. Daniel Siegel  and  Mrs.  Tracy
Wells and is a cousin of Mr. Craig Phillips.

(3)  Includes  150,000 shares issuable upon the exercise  of  options
which  are exercisable within 60 days. Does not include 50,000 shares
issuable  upon  the  exercise of options which  are  not  exercisable
within 60 days.

(4) 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.

(5)  Includes  168,000 shares issuable upon the exercise  of  options
which  are exercisable within 60 days.  Does not include 6,000 shares
issuable  upon  the  exercise of options which  are  not  exercisable
within 60 days.

(6)  Includes  14,100  shares issuable upon the exercise  of  options
which  are exercisable within 60 days.  Does not include 2,500 shares
issuable  upon  the  exercise of options which  are  not  exercisable
within 60 days.  Includes 256,983 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:  317,621
shares  held  in an irrevocable trust for the benefit of  Mrs.  Jodie
Glickman,  of  which Mr. Bruce Cohen and Mrs. Miller are co-trustees,
347,468  shares held in an irrevocable trust for the benefit of  Mrs.
Laura  Miller  of  which Mr. Bruce Cohen and Mrs.  Glickman  are  co-
trustees, and 125,746 shares held in the irrevocable trusts  referred
to  in  footnote  (9)  for  the benefit of  members  of  Mr.  Cohen's
immediate family of which Mr. Bruce Cohen is the sole trustee.

(7)  Includes  24,100  shares issuable upon the exercise  of  options
which  are exercisable within 60 days. Does not include 2,500  shares
issuable  upon  the  exercise of options which  are  not  exercisable
within 60 days.

(8)  Amount  and  Nature  of  Beneficial  Ownership  and  Percent  of
Outstanding Shares Beneficially Owned is based on Schedule 13G  dated
July  24,  2002 filed with the SEC reporting beneficial ownership  of
securities  of the Company held by Mr. Dan Siegel as of December  31,
2002.

(9)  Includes  40,000  shares issuable upon the exercise  of  options
which  are  exercisable within 60 days.  Does not include  1,244,900,
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.  Mr.
Milton L. Cohen is the father of Mr. Bruce Cohen, Mrs. Jodie Glickman
and  Mrs. Laura Miller and the father-in-law of Evan Miller,  who  is
married to Laura Miller.

(10)  Amount  and  Nature  of Beneficial  Ownership  and  Percent  of
Outstanding Shares Beneficially Owned is based on Schedule 13G  dated
January 28, 2003 filed with the SEC reporting beneficial ownership of
securities of the Company held by Mrs. Jodie Glickman as of  December
31, 2002.

(11)  Amount  and  Nature  of Beneficial  Ownership  and  Percent  of
Outstanding Shares Beneficially Owned is based on Schedule 13G  dated
January 28, 2003 filed with the SEC reporting beneficial ownership of
securities  of the Company held by Mrs. Laura Miller as  of  December
31, 2002.

(12)  Amount  and  Nature  of Beneficial  Ownership  and  Percent  of
Outstanding Shares Beneficially Owned is based on Schedule 13G  dated
July  24,  2002 filed with the SEC reporting beneficial ownership  of
securities of the Company held by Mrs. Tracy Wells as of December 31,
2002.

(13)  Amount  and  Nature  of Beneficial  Ownership  and  Percent  of
Outstanding Shares Beneficially Owned is based on Schedule 13G  dated
February 3, 2003 filed with the SEC reporting beneficial ownership of
securities  of the Company held by Royce and Associates, Inc.  as  of
December 31, 2002.

(14)  Amount  and  Nature  of Beneficial  Ownership  and  Percent  of
Outstanding Shares Beneficially Owned is based on Schedule 13G  dated
February 5, 2003 filed with the SEC reporting beneficial ownership of
securities of the Company held by Wellington Management Co.,  LLP  as
of December 31, 2002.

(15)  Amount  and  Nature  of Beneficial  Ownership  and  Percent  of
Outstanding Shares Beneficially Owned is based on Schedule 13G  dated
February 3, 2003 filed with the SEC reporting beneficial ownership of
securities of the Company held by Dimensional Fund Advisors, Inc.  as
of December 31, 2002.

(16)  Calculated  on the basis of 10,929,604 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.

(17)  Includes 408,900 shares issuable upon the exercise  of  options
which are exercisable within 60 days.  Does not include 61,000 shares
issuable  upon  the  exercise of options which  are  not  exercisable
within 60 days.

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 six 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.   Each  of  the
nominees are current Directors of the Company.  Mr. Milton L.  Cohen,
who  was a Director of the Company, resigned October 6, 2002.  It  is
the  intention of the persons named in the enclosed proxy to vote the
shares  covered  thereby for the election of the  six  persons  named
below, unless the proxy contains contrary instructions:


                                               Director of the Company
Name           Age             Position        or its Predecessor Since


Jeffrey Siegel   60     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      45     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   53     Vice-President - Manufacturing,     1973
                        Secretary and a Director.
                        Mr. Phillips has held the position
                        of Vice-President - Manufacturing
                        and Secretary since 1973.

Ronald Shiftan   58     Director.  Mr. Shiftan is a         1991
                        consulant to the Company since
                        October 2002.  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 82     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 71     Director.  Mr. Florence has been    2000
                        Chairman of the Board of Syratech,
                        Inc., a consumer products company,
                        since 1986.  From 1986 to 2001
                        Mr. Florence was Chief Executive
                        Officer and President of Syratch,
                        Inc.


     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 presently comprised  of
two directors who are independent, as required by the Audit Committee
charter  and the listing requirements for the Nasdaq National Market.
The  current members are Howard Bernstein and Leonard Florence.   Mr.
Shiftan,  who  was a member of the Audit Committee,  resigned  as  of
January  1,  2003.   The Audit Committee held three  meetings  during
2002.

     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.
     *  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, two of whom are independent.  The current members
are Ronald Shiftan (Chairman), Howard Bernstein and Leonard Florence.
The Compensation Committee held one meeting during 2002.

      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  current  members  are  Jeffrey   Siegel
(Chairman),  Bruce  Cohen  and  Ronald  Shiftan.   The  Stock  Option
Committee held two meetings during 2002.

      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 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  once during the fiscal year  ended  December  31,
2002.

      Each director attended every Board Meeting and every meeting of
the committee(s) 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 2002
Annual  Report to Stockholders and at Item 8 of the Company's  Annual
Report  on  Form  10-K  for the year ended December  31,  2002,  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
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, 2002 in the Company's Annual  Report
on  Form  10-K  for  the year ended December  31,  2002  and  in  the
Company's 2002 Annual Report to Stockholders.

April 4, 2003

                         The Audit Committee
               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
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 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 with annual increments based on changes in the  Consumer
Price  Index and an annual bonus pursuant to the Company's  Incentive
Bonus Compensation Plan.  His bonus for 2002 was $323,000.


April 4, 2003

                     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 four  most  highly  compensated
executive  officers  whose annual compensation for  the  fiscal  year
ended  December  31,  2002 exceeded $100,000  (the  "Named  Executive
Officers")  for  the fiscal years ended December 31, 2002,  2001  and
2000:

Long-Term Compensation No. of Shares of Common Stock Underlying Name and Annual Compensation Stock All other Principal Position Year Salary Bonus Options Compensation Jeffrey Siegel 2002 $713,500 $323,000 -- $6,200 (1) Chief Executive 2001 $700,000 $475,579 -- -- Officer and 2000 $400,000 $886,885 (2) -- -- President Bruce Cohen 2002 $304,000 $25,000 (3) -- $500 (1) Executive Vice 2001 $221,000 $157,962 (4) -- $306 (1) President 2000 $221,000 $125,000 (5) -- -- Evan Miller 2002 $304,000 $200,000 (3) -- -- Executive Vice 2001 $275,000 $239,171 (4) -- $379 (1) President 2000 $275,000 $275,000 (5) -- -- Robert Reichenbach 2002 $195,000 $75,000 (3) -- -- Executive Vice 2001 $175,000 $10,000 (4) -- -- President Robert McNally 2002 $227,000 $20,000 (3) 150,000 $939 (1) Vice President 2001 $222,000 $20,000 (4) -- $579 (1) Finance and 2000 $210,000 $25,000 (5) -- -- Treasurer
(1) Represents the current dollar value of premiums paid for split dollar life insurance by the Company. (2) Includes $311,885 earned and paid during 2000 under the Incentive Bonus Compensation Plan. Also includes a special bonus paid in 2000 of $575,000 for the fiscal year ended December 31, 2000. (3) Such amounts were accrued in 2002 and paid in 2003. (4) Such amounts were accrued in 2001 and paid in 2002. (5) Such amounts were accrued in 2000 and paid in 2001. Option/SAR Grants in Last Fiscal Year
Individual Grants No. of Shares of Common % of Total Stock Options Underlying Granted to Grant Date Options Employees in Exercise Expiration Present Name Granted Fiscal Year Price Date Value Robert McNally 150,000 85.71% $6.30 3/5/2012 $24,000 (a)
(a) Option values reflect Black-Scholes model output for options. The assumptions used in the model were expected volatility of .06, risk-free rate of return of 3.47%, a dividend yield of 4.33% and an expected option life of 6 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, 2002 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, 2002:
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, 2002 at December 31, 2002 (1) Exercisable Unexercisable Exercisable Unexercisable Jeffrey Siegel 3,129 $40,965 -- -- -- -- Robert McNally -- -- 168,000 6,000 $0 $0 Bruce Cohen -- -- 14,100 2,500 $0 $0 Evan Miller -- -- 24,100 2,500 $0 $0 Robert Reichenbach -- -- -- -- -- --
(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, 2002 ($4.77 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, 1997 through December 31, 2002. (2)
Nasdaq Lifetime Market Housewares Date Hoan Index Index 12/31/97 100.00 100.00 100.00 12/31/98 101.08 141.04 90.95 12/31/99 56.07 248.76 74.89 12/31/00 80.09 156.35 62.70 12/31/01 68.92 124.64 73.18 12/31/02 57.07 86.94 78.69
_______________________________ 2 Assumes $100 invested on December 31, 1997 and assumes dividends reinvested. Measurement points are at the last trading day of each of the fiscal years ended December 2002, 2001, 2000, 1999 and 1998. 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 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 with annual increments based on changes in the Consumer Price Index 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, 2002, Mr. Milton L. Cohen owed $578,936 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. Pursuant to this consulting agreement, the Company pays to Mr. Cohen a fee of $440,800 per year, payable in equal monthly installments of $36,733.33. Pursuant to the terms of this 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. Mr. Jeffrey Siegel, Chairman of the Board of Directors, Chief Executive Officer and President of the Company, has an outstanding loan, due to overadvances of bonuses in years 1999 and 2000, owing to the Company in the amount of $94,054 at December 31, 2002. This loan does not bear interest and is due on December 31, 2003. During 2002, Mr. Jeffrey Siegel repaid to the Company $224,579 towards the loan. The largest amount of indebtedness owing during 2002 was $318,633. On October 1, 2002 the Company entered into a consulting agreement with Ronald Shiftan, a director of the Company. The term of this consulting agreement is a one year period, which automatically renews for additional one year periods unless either party terminates this consulting agreement by providing written notice of such termination to the other party thereto at least thirty days prior to the expiration of the initial or additional term then in effect. The compensation to be paid to Mr. Shiftan under this consulting agreement is at a rate of $30,000 per month. 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 accountants to audit the Company's financial statements for the fiscal year ending December 31, 2003. Ernst & Young LLP has audited the Company's financial statements since 1984. In addition to rendering audit services during 2002, Ernst & Young LLP performed other non-audit services for the Company and its subsidiaries. Fees for the 2002 annual audit were $196,000 and all other fees for services rendered during the year ended December 31, 2002 were $109,800. There were no services rendered or fees during 2002 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 2002. 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 2002, to the best of the Company's knowledge, all required reports were filed on a timely basis, except for the inadvertent untimely filing by Jodie Glickman of a Form 3 and a Form 4 (which Forms 3 and 4 were filed on January 27, 2003), Laura Miller of a Form 3 and a Form 4 (which Forms 3 and 4 were filed on January 27, 2003), Evan Miller of a Form 3 and a Form 4 (which Forms 3 and 4 were filed on January 27, 2003)and Bruce Cohen of a Form 4 (which Form 4 was filed on January 27, 2003). 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 2004 Annual Meeting of Stockholders must be received by the Company at its principal executive offices on or before January 6, 2004, 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, 2002 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, 2002, 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 25, 2003