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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
 
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                                    FORM 8-K
 
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                                 CURRENT REPORT
                       Pursuant to Section 13 OR 15(d) of
                       The Securities Exchange Act of 1934
 
 Date of Report (Date of earliest event reported): June 29, 2005 (June 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

                  (a) On June 23, 2005, Oneida Ltd. (the "Company"), JP Morgan
Chase Bank and the various lenders named in the Credit Agreement (the "Lenders")
entered into an Amendment No. 4 ("Amendment No. 4") to the Second Amended and
Restated Credit Agreement dated as of August 9, 2004, as amended (the "Credit
Agreement"). Amendment No. 4 revises several technical aspects of the Credit
Agreement's reporting requirements and deletes one of the prerequisites to a
lender's assignment of its interest under the Credit Agreement.


ITEM 9.01. FINANCIAL STATEMENTS & EXHIBITS.

                  (c.)     Exhibits

                           EXHIBIT 10.1   Amendment No. 4 to the Second Amended
                                          and Restated Credit Agreement dated 
                                          as of August 9, 2004, between Oneida 
                                          Ltd., JP Morgan Chase Bank and the 
                                          various lenders named in the 
                                          Agreement. Amendment No. 4 is dated 
                                          as of June 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: June 29, 2005