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) September 8, 2004
                                                      --------------------


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




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


163-181 KENWOOD AVENUE, ONEIDA, NEW YORK                              13421
----------------------------------------------------------------------------------
(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
                                                           -------------

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:

          [ ]  Written communications pursuant to Rule 425 under the Securities
               Act (17 CFR 230.425)

          [ ]  Soliciting material pursuant to Rule 14a-12 under the Exchange
               Act (17 CFR 240.14a-12)

          [ ]  Pre-commencement communications pursuant to Rule 14d-2(b) under
               the Exchange Act (17 CFR 240.14d-2(b))

          [ ]  Pre-commencement communications pursuant to Rule 13e-4(c) under
               the Exchange Act (17 CFR 240.13e-4(c))










ITEM 2.05.    COSTS ASSOCIATED WITH EXIT OR DISPOSAL ACTIVITIES.

              On September 8, 2004, Oneida Ltd.'s (the "Company") Board of
              Directors approved the closure of the Company's flatware
              manufacturing facility located in Sherrill, New York. The
              Company determined that closing the Sherrill, New York
              manufacturing facility was necessary because of unsustainably
              high operating costs that have heavily contributed to
              substantial losses within the Company. It is anticipated that
              the closure will be completed during the first calendar
              quarter of 2005.

              In conjunction with the Sherrill factory closure, the Company
              has not yet been able to make a good faith determination of
              either the total amount of cash costs associated with the
              announced closure or the amounts of the major types of cash
              costs associated with the closure. These major types of cash
              costs will include severance costs, incentive payments to
              employees and other exit costs, including those associated
              with decommissioning the factory after production has ceased.
              As also described in Item 2.06, below, the Company incurred a
              non-cash asset impairment charge of approximately $34 million
              dollars during its fiscal quarter ended July 31, 2004 in
              connection with the announced Sherrill factory closure.

              A copy of the Company's September 9, 2004 press release
              announcing the closure of the Sherrill factory is attached
              hereto as Exhibit 99.1 and is incorporated herein by
              reference.

ITEM 2.06.    MATERIAL IMPAIRMENTS.

              On September 8, 2004, Oneida Ltd.'s (the "Company") Board of
              Directors approved the closure of the Company's flatware
              manufacturing facility located in Sherrill, New York. The
              Company determined that closing the Sherrill, New York
              manufacturing facility was necessary because of unsustainably
              high operating costs that have heavily contributed to
              substantial losses within the Company. It is anticipated that
              the closure will be completed during the first calendar
              quarter of 2005.

              In conjunction with the Sherrill factory closure, the Company
              will incur a non-cash asset impairment charge of approximately
              $34 million dollars during its fiscal quarter ended July 31,
              2004 in connection with the announced Sherrill factory
              closure.

              A copy of the Company's September 9, 2004 press release
              announcing the closure of the Sherrill factory is attached
              hereto as Exhibit 99.1 and is incorporated herein by
              reference.

ITEM 9.01.    FINANCIAL STATEMENTS & EXHIBITS.

              (c.)     Exhibits

                       EXHIBIT 99.1 Press Release dated September 9, 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: September 14, 2004