Exhibit 2


           AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT



          AMENDMENT NO. 1, dated as of  July 27, 1996, to Agreement,

dated as of August 16, 1996, between SYRATECH CORPORATION,  a Delaware

corporation (the "Company") and E. MERLE RANDOLPH (the "Executive").

          The Executive is now, and at all times since prior to

August 16, 1996 has been, Vice President, Treasurer and Chief Financial

Officer of the Company.  On August 16, 1991 the Company and the Executive

entered into an Employment Agreement (the "Agreement").  The Company and

the Executive wish to modify the Agreement to make provision for payment

to the Executive of a retirement benefit.

          In consideration of the mutual covenants and agreements herein

contained, the parties agree as follows:

          1.   CONTINUATION OF EMPLOYMENT.  The Executive hereby agrees

to continue to serve as a full-time employee of the Company for a period

of at least one year following the date of this Agreement.

          2.   RETIREMENT BENEFIT.  There is hereby added to the

Agreement a new Section 3.4 reading in its entirety as follows:

               3.4  RETIREMENT BENEFIT.  From and after the "Deemed
     Retirement Date" (as hereinafter defined) and until the last day of
     the month during which the Executive's death shall occur, the
     Executive shall be entitled to receive from the Company, and the
     Company shall pay to the Executive, as a fully vested benefit, an
     annual retirement benefit equal to the greater of (a) $75,000 or (b)
     the product of (i) 1% of the average total annual compensation
     (i.e., base salary plus bonus compensation) paid to the Executive by
     the Company in the three years (as defined below) next preceding the
     Deemed Retirement Date and (ii) the number of full years (a "year"
     being defined as a period of 365 calendar days) during which the
     Executive was a full-time employee of the Company or one or more
     subsidiaries of the Company 



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     (whether or not such full-time
     employment occurred before or after the date of this Agreement so
     long as such full-time employment occurred after the date of
     incorporation of the Company), calculated as of the Deemed
     Retirement Date; provided, however, that such annual retirement
     benefit shall be offset (that is, diminished) by the amount of any
     annual retirement benefit that the Executive shall be or become
     entitled to receive (and shall actually receive) under any Company-
     funded pension plan that may be adopted after  the date of this
     Agreement.  The annual retirement benefit shall be payable in equal
     monthly installments in arrears beginning with the last day of the
     month in which the Deemed Retirement Date occurs.  As used herein,
     the term "Deemed Retirement Date" shall mean the first day of the
     month next following the calendar month during which occurs the
     later of (x) the 65th anniversary of the Executive's date of birth
     or (y) the last day of full-time employment of the Executive by the
     Company, regardless of the circumstances under which the Executive's
     full-time employment is terminated.

          3.   CONFIRMATION OF OTHER TERMS.  In all other respects the

provisions of the Agreement are ratified, confirmed and approved, except

that the parties acknowledge that, as contemplated by the second sentence

of Section 3.1 of the Agreement, effective as of January 1, 1996, the

Executive's base salary was increased by the Company to Three Hundred

Twenty-Five Thousand Dollars ($325,000) per annum.


          IN WITNESS WHEREOF, the parties have duly executed this

Amendment to the Agreement as of the day and year first above written.

                              SYRATECH CORPORATION



                              By /S/ Leonard Florence
                                 Leonard Florence
                                 Chairman of the Board, President
                                 and Chief Executive Officer



                                 /s/E. Merle Randolph
                                 E. Merle Randolph