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)        May 11, 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 5. OTHER EVENTS AND REGULATION FD DISCLOSURE.

        The information  required by this Item is incorporated by reference to
        a press release dated May 11, 2004, which is attached as an exhibit to
        this Form


ITEM 7. FINANCIAL STATEMENTS & EXHIBITS.

        (c.) Exhibits

             EXHIBIT 99.1  Press Release dated May 11, 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/ GREGG R. DENNY
                                                 -------------------------------
                                                      Gregg R. Denny
                                                      Chief Financial Officer

Dated: May 12, 2004