SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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                                    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)         May 26, 2004
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                                   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
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Former name or former address, if changed since last report       N/A
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ITEM 7.   FINANCIAL STATEMENTS AND EXHIBITS


          EXHIBIT 99.1  Press Release dated May 26, 2004.


ITEM 12.  RESULTS OF OPERATIONS AND FINANCIAL CONDITION

         On May 26, 2004, Oneida Ltd. issued a press release announcing its
financial results for the fiscal quarter ended May 1, 2004. A copy of the press
release is attached hereto as Exhibit 99.1 and is incorporated herein by
reference.

         The information contained in this Form 8-K and Exhibit 99.1 shall not
be deemed "filed" for purposes of Section 18 of the Securities Act of 1934, nor
shall they be deemed incorporated by reference in any filing under the
Securities Act of 1933, except as shall be expressly set forth by specific
reference in such filing.


                                   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/ GREGG R. DENNY
                                                 ----------------------
                                                      Gregg R. Denny
                                                      Chief Financial Officer

Dated: May 27, 2004




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