EXHIBIT (2)


              ASSIGNMENT OF LICENSE AND DISTRIBUTION AGREEMENT


          WHEREAS,  on or about September 29, 1995 Farberware Inc., a Delaware
corporation  now  known  as  Bruckner  Manufacturing Corp. (the "Company") and
Meyer  Marketing  Company  Ltd.,  a  British  Virgin  Islands  corporation
("Assignee") entered into a License and Distribution Agreement with respect to
aluminum  non-stick  cookware  encompassing gauges of from 4 to 10 and colored
exteriors  (the  "Meyer  Marketing  License")  and  a supplemental letter with
respect  to twelve gauge aluminum products and polished aluminum products (the
"Side Letter"); and
          WHEREAS,  on  April  2  1996  Far-B  Acquisition  Corp.,  a Delaware
corporation  now  known  as  Farberware  Inc. ("Assignor") acquired all of the
interests  of  the  Company in and to the Meyer Marketing License and the Side
Letter pursuant to an Asset Purchase Agreement dated February 2, 1996; and
          WHEREAS,  on  May  3,  1996,  Syratech  Corporation,  a  Delaware
corporation  that is the parent of the Assignor, and the Assignor entered into
an  agreement  (the  "May 1996 Agreement") with the Assignee pursuant to which
the  Assignor  agreed,  inter  alia, (i) to grant a long-term license (the
"1996  License")  to  the  Assignee  which  encompasses  Cookware and Bakeware
Products  generally and therefore includes the right to manufacture market and
distribute  the  products that are the subject of the Side Letter; and (ii) to
assign to the Assignee the Meyer Marketing License; and



                                                                           2


          WHEREAS,  all conditions to the obligations of the Assignor to grant
the  1996  License and effect the assignment to which reference is made in the
next preceding recital have been met;
          NOW THEREFORE, in consideration of the transactions described in the
May 1996 Agreement and other good and valuable consideration each to the other
in  hand  given  and  the  receipt  and  sufficiency  of  which  are  hereby
acknowledged, the undersigned parties hereby agree as follows:

         1.    The  Assignor  hereby  assigns to the Assignee all of the right
title  and  interest  of  the  Assignee in and to the Meyer Marketing License,
intending  by  such assignment irrevocably and forever to transfer to and vest
in  the Assignee all right, title and interest of the Assignor and the Company
(as  the  Assignor's  predecessor-in-interest)  in  and to the Meyer Marketing
License; provided, however, that this assignment shall not be deemed to effect
an  assignment  of,  or cancellation of the obligation to account for and pay,
any  unpaid  royalties  that shall have accrued prior to the effective date of
this assignment.







         2.     The  Side  Letter  is hereby canceled effective immediately and
shall be of no further force or effect.

          IN WITNESS WHEREOF, each of the parties has caused this Agreement to
be  executed  by its duly authorized officer as of this 27th day of           
June, 1996.

                         FARBERWARE INC.
                         (formerly Far-B Acquisition Corp.)


                         By:/s/ Leonard Florence
                             _______________________________
                             Name:  Leonard Florence
                             Title:    President


                         MEYER MARKETING COMPANY LTD.



                         By:/s/ Robert A. Rae
                             ______________________________
                             Name:  Robert A. Rae
                             Title     President