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)       November 22, 2004
                                                --------------------------------



                                   ONEIDA LTD.
             (Exact name of Registrant as specified in its charter)



            NEW YORK                    1-5452                15-0405700
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  (State or other jurisdiction       (Commission           (I.R.S. Employer
        of incorporation)            File Number)       Identification Number)


163-181 KENWOOD AVENUE, ONEIDA, NEW YORK                         13421
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(Address of principal executive offices)                       (Zip Code)



Registrant's telephone number, including area code   (315) 361-3000
                                                  ------------------------------

Former name or former address, if changed since last report        N/A
                                                           ---------------------



 




ITEM 5.02      DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF
               DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS.

               (c.)   Effective November 22, 2004 Oneida Ltd. (the "Company")
                      appointed Andrew G. Church as its Chief Financial Officer.

                      Mr. Church, age 46, was Interim Vice President, Finance of
                      Saleslink Corporation, a wholly-owned subsidiary of CMGI,
                      Inc., during 2003; Senior Vice President of Quebecor
                      World, Inc. during 2002; Executive Vice President and
                      Chief Financial Officer of Nurun, Inc. from 2000 through
                      2002; and Vice President, Planning and Business
                      Development of Quebecor Printing (USA) Corp. from
                      1997-2000; and Director of Financial Planning & Analysis
                      of Quebecor Printing, Inc. during 1996. Prior to 1996 Mr.
                      Church held various financial management positions with
                      Millipore Corporation and was a member of the accounting
                      firm of Ernst & Young, LLP. Mr. Church received a B.S.
                      from Lehigh University and an M.B.A. from Cornell
                      University.

                      No family relationship exist among Mr. Church and any of
                      the Company's directors or other executive officer, nor
                      does Mr. Church have any relationships or transactions,
                      other than his employment, with the Company or any of its
                      subsidiaries. Other than the Employment Agreement between
                      Mr. Church and the Company dated November 12, 2004 (the
                      "Employment Agreement"), there is no arrangement or
                      understanding pursuant to which Mr. Church was selected as
                      an officer of the Company. A copy of the Employment
                      Agreement, which contains all material terms of Mr.
                      Church's employment by the Company, is attached hereto as
                      Exhibit 10.1.

ITEM 9.01.     FINANCIAL STATEMENTS & EXHIBITS.

               (c.)   Exhibits

                      EXHIBIT 10.1  Employment Agreement dated November 12, 2004



                                   SIGNATURES

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 hereunto duly authorized.

                                          ONEIDA LTD.

                                      By: /s/ PETER J. KALLET
                                          -------------------
                                              Peter J. Kallet
                                              Chairman of the Board, President &
                                              Chief Executive Officer

Dated: November 24, 2004