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                                  UNITED STATES
                       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):
                         March 29, 2005 (March 23, 2005)
 
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                                   ONEIDA LTD.
             (Exact name of registrant as specified in its charter)
 
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            New York                             1-5452                            15-0405700
 (State or other jurisdiction of        (Commission File Number)        (IRS Employer Identification No.)
         incorporation)



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

                                 Not Applicable
          (Former name or former address, if changed since last report)

 
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 (see General Instructions A.2. below):
 

|_|  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 1.01.        ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

                  On March 23, 2005, Oneida Ltd. (the "Company") entered into a
                  letter agreement (the "Agreement") with Peter J. Kallet ("Mr.
                  Kallet") pursuant to which Mr. Kallet resigned as President
                  and Chief Executive Officer of the Company effective as of
                  March 23, 2005, but will continue as an employee of the
                  Company through July 2007. Also pursuant to the Agreement, Mr.
                  Kallet will resign from his position as a member of the
                  Company's Board of Directors (the "Board"), including his
                  position of Chairman of the Board, effective May 25, 2005, the
                  date of the Company's 2005 Annual Meeting of Stockholders. A
                  copy of the Agreement, which contains all material terms
                  thereof, is attached hereto as Exhibit 10.1.

ITEM 1.02.        TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT.

                  Pursuant to the terms of the Agreement as described under Item
                  1.01 of this Current Report on Form 8-K, the Agreement
                  supersedes and replaces the letter agreement between Mr.
                  Kallet and the Company dated July 28, 2004, which is
                  incorporated by reference to the Company's Quarterly Report on
                  Form 10-Q for the Company quarter ended July 31, 2004.

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

                  (b)    Pursuant to the terms of the Agreement as described
                         under Item 1.01 of this Current Report on Form 8-K, Mr.
                         Kallet voluntarily resigned from his positions as
                         President and Chief Executive Officer of Oneida Ltd.
                         Mr. Kallet will remain with the Company in the capacity
                         of Chairman of the Board until May 25, 2005 and
                         thereafter in an operating position as Vice
                         Chairman-Strategic Alliances and Corporate Development.

                         On March 23, 2005 Mr. Kallet also informed the
                         Company that he will resign from his position as a
                         member of the Company's Board of Directors (the
                         "Board"), including his position of Chairman of the
                         Board, effective May 25, 2005, the date of the
                         Company's 2005 Annual Meeting of Stockholders.

                         Certain of the information required by this Item
                         5.02(b) is also included in a press release dated
                         March 23, 2005, which is attached as an exhibit to
                         this Form.

                  (c)    Effective March 23, 2005 Oneida Ltd. (the "Company")
                         appointed Terry G. Westbrook as its President and
                         Chief Executive Officer.

                         Mr. Westbrook, age 58, has been a member of the
                         Company's Board since October 2004, serving on the
                         Board's Audit Committee, Executive Committee, and as
                         Chairman of the Management Development & Executive
                         Compensation Committee. Since 2003 Mr. Westbrook has
                         been a Managing Director of Foundation
                         Equity Investors Ltd., a private investment firm. Mr.
                         Westbrook held the positions of Executive Vice
                         President and Chief Financial Officer of Amrita
                         Holdings, LLC, a private equity holding company, from
                         2002 to 2003; Senior Vice President and Chief
                         Financial Officer, General Binding Corporation, an
                         office products manufacturer and supplier, from 1999
                         through 2002; Senior Vice President and Chief
                         Financial Officer of Utilicorp United, an energy
                         company, from 1996 through 1998; Senior Vice
                         President and Chief Financial Officer of the Quaker
                         Oats Company from 1991 through 1996, and other
                         executive positions with the Quaker Oats Company from
                         1984 through 1991; and Vice President, Corporate
                         Development, Stokely-Van Camp, Inc., a consumer foods
                         and edible oils manufacturer, from 1982 through 1984.
                         Previously, Mr. 





                         Westbrook held corporate and operating management
                         positions within General Mills Inc. Mr.
                         Westbrook received an A.B. in Economics from the
                         University of Michigan and an M.B.A. from
                         Northwestern University.

                         No family relationship exist among Mr. Westbrook and
                         any of the Company's other directors or executive
                         officers, nor does Mr. Westbrook have any
                         relationships or transactions with the Company or any
                         of its subsidiaries other than his employment by the
                         Company and position on the Company's Board. Mr.
                         Westbrook and the Company are in the process of
                         negotiating an employment agreement covering the
                         terms and conditions of Mr. Westbrook's employment in
                         the capacity of President and Chief Executive
                         Officer. While the material terms of this employment
                         agreement have not yet been fixed, the Company
                         contemplate that this employment agreement will be
                         finalized within the next few weeks. Other than the
                         employment agreement that will be executed between
                         Mr. Westbrook and the Company, there is no
                         arrangement or understanding pursuant to which Mr.
                         Westbrook was selected as an officer of the Company.

                         Certain of the information required by this Item 5.02
                         (c) is also included in a press release dated March
                         23, 2005, which is attached as an exhibit to this
                         Form.


ITEM 9.01.        FINANCIAL STATEMENTS & EXHIBITS.

                  (c.)     Exhibits

                           EXHIBIT 10.1   Letter Agreement dated March 23, 2005.

                           EXHIBIT 99.1   Press Release dated March 23, 2005.


                                   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/ ANDREW G. CHURCH
                                                --------------------
                                                     Andrew G. Church
                                                     Senior Vice President &
                                                     Chief Financial Officer

Dated: March 29, 2005