Sec Form 4 Filing - Gelfman Peter T. @ HANDY & HARMAN LTD. - 2011-03-18

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Gelfman Peter T. 2. Issuer Name and Ticker or Trading Symbol HANDY & HARMAN LTD. [ HNH] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) General Counsel and Secretary (Last) (First) (Middle) C/O HANDY & HARMAN LTD., 1133 WESTCHESTER AVENUE, SUITE N222 3. Date of Earliest Transaction (MM/DD/YY) 03/18/2011 (Street) WHITE PLAINS, NY10604 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock, par value $.01 per share 03/18/2011 A 7,000 ( 1 ) A $ 0 18,002 D Common Stock, par value $.01 per share 03/18/2011 F 609 ( 2 ) D $ 10.77 ( 3 ) 17,393 D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Gelfman Peter T. C/O HANDY & HARMAN LTD. 1133 WESTCHESTER AVENUE, SUITE N222 WHITE PLAINS, NY10604 General Counsel and Secretary Signatures /s/ Peter T. Gelfman 03/21/2011 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Restricted shares granted on March 14, 2011 to the reporting person under the Issuer' s 2007 Incentive Stock Plan, as amended, pursuant to a Restricted Shares Agreement dated March 18, 2011. Under the terms of the Restricted Shares Agreement, the restricted shares vest in four equal installments beginning on the date of grant, subject to the terms thereof. ( 2 )Represents shares withheld to satisfy tax withholding obligations upon the vesting on the grant date of the initial 25% of the shares of restricted stock awarded to the reporting person, which shares were automatically withheld in accordance with the terms of the grant. ( 3 )Closing sale price of the Issuer's common stock on the NASDAQ Capital Market on the grant date.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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