As filed with the Securities and Exchange Commission on August 1, 2002
                                                   Registration No. 333-[_____]
-------------------------------------------------------------------------------


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                              ---------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                              ---------------------

                                   Oneida Ltd.
               (Exact name of issuer as specified in its charter)

            New York                                            15-0405700
(State or other jurisdiction of                              (I.R.S. Employer
incorporation or organization)                              Identification No.)

                             163-181 Kenwood Avenue
                             Oneida, New York 13421
          (Address of principal executive offices, including zip code)

                    ONEIDA LTD. EMPLOYEE STOCK OWNERSHIP PLAN
                       ONEIDA LTD. 2002 STOCK OPTION PLAN
                    ONEIDA LTD. EMPLOYEE STOCK PURCHASE PLAN
                            (Full title of the plans)
                           ---------------------------

                             Catherine H. Suttmeier
             Corporate Vice President, Secretary and General Counsel
                                   Oneida Ltd.
                             163-181 Kenwood Avenue
                             Oneida, New York 13421
                                 (315) 361-3636
            (Name, address and telephone number of agent for service)
                           ---------------------------

                                       1


<PAGE>


                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>

<S>                           <C>                  <C>                   <C>                     <C>
----------------------------- -------------------- -------------------- ---------------------- ----------------------
                                                    Proposed maximum      Proposed maximum
    Title of securities          Amount to be        offering price           aggregate              Amount of
      to be registered            registered (1)       per share (2)        offering price        registration fee
----------------------------- -------------------- -------------------- ---------------------- ----------------------
Common Stock, par value
$1.00 per share
----------------------------- -------------------- -------------------- ---------------------- ----------------------
Oneida Ltd. Employee Stock
Ownership Plan                     1,700,000 (3)         $14.75              $25,075,000             $2,306.90
----------------------------- -------------------- -------------------- ---------------------- ----------------------
Oneida Ltd. 2002 Stock
Option Plan                        1,357,000             $14.75              $20,015,750             $1,841.45
                              -------------------- -------------------- ---------------------- ----------------------
                                     343,000             $18.17               $6,232,310               $573.37
----------------------------- -------------------- -------------------- ---------------------- ----------------------
Oneida Ltd. Employee Stock
Purchase Plan (4)                    500,000 (5)         $14.75               $7,375,000               $678.50
----------------------------- -------------------- -------------------- ---------------------- ----------------------
           TOTAL                   3,700,000                                 $58,698,060             $5,400.22
----------------------------- -------------------- -------------------- ---------------------- ----------------------

</TABLE>

---------------------------

(1)  This registration statement on Form S-8 (this "Registration Statement")
     shall also cover any additional shares of common stock, par value $1.00 per
     share (the "Common Stock"), of Oneida Ltd. (the "Registrant"), which become
     issuable under the Oneida Ltd. Employee Stock Ownership Plan (the "ESOP"),
     the Oneida Ltd. 2002 Stock Option Plan (the "Option Plan") and the Oneida
     Ltd. Employee Stock Purchase Plan (the "ESPP", together with the ESOP and
     the Option Plan, the "Plans") being registered pursuant to this
     Registration Statement by reason of any stock dividend, stock split,
     recapitalization or any other similar transaction effected without the
     receipt of consideration, which results in an increase in the number of the
     Registrant's outstanding shares of Common Stock.

(2)  Estimated in accordance with Rules 457(c) and 457(h) under the Securities
     Act of 1933, as amended (the "Securities Act"), solely for the purpose of
     determining the registration fee.  Estimate based on the average of the
     high and low prices of the Common Stock reported on the New York Stock
     Exchange on July 25, 2002 for all shares of Common Stock registered on this
     Registration Statement, except that stock options to purchase 343,000
     shares of Common Stock at a fixed price of $18.17 have been granted under
     the Option Plan as of this date of this Registration Statement.

(3)  Pursuant to Rule 416(c) of the Securities Act, this Registration Statement
     also serves to register an indeterminate amount of interests in the ESOP.

(4)  The Registrant has previously filed registration statements for the ESPP on
     Forms S-8 under File Nos. 2-84304, 33-37565 and 333-10795 with the
     Securities Exchange Commission (the "Commission"). This Registration
     Statement serves to register 500,000 additional shares of Common Stock for
     issuance under the ESPP.

(5)  Pursuant to Rule 416(c) of the Securities Act, this Registration Statement
     also serves to register an indeterminate amount of interests in the ESPP.


                                       2

<PAGE>


                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS


Item 1.  Plan Information.

Item 2.  Registrant Information and Employee Plan Annual Information.*






------------------------------------------------
*    Information required by Part I to be contained in the Section 10(a)
     prospectus is omitted from this Registration Statement in accordance with
     Rule 428 under the Securities Act and the "Note" to Part I of Form S-8.

                                       3

<PAGE>


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

          The following documents filed with the Commission are incorporated as
of their respective dates in this Registration Statement by reference.

          (a)  The Registrant's Annual Report on Form 10-K (No. 001-05452),
               filed with the Commission on April 26, 2002, which includes
               audited financial statements for the Registrant's latest fiscal
               year for which such statements have been filed;

          (b)  The Registrant's Quarterly Report on Form 10-Q (No. 001-05452),
               filed with the Commission on June 11, 2002; and

          (c)  The description of the Common Stock contained in the Registrant's
               report on Form 8-K, filed with the Commission on October 28,
               1998.

          All other documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of
a post-effective amendment to this Registration Statement, which indicates that
all securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing of such
documents. Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
incorporated by reference herein modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Registration Statement.

Item 4.  Description of Securities.

         Not required.

Item 5.  Interests of Named Experts and Counsel.

         The legal opinion attached to this Registration Statement as Exhibit 5
was issued by Catherine H. Suttmeier. Ms. Suttmeier is Corporate Vice President,
Secretary, Director and General Counsel of the Registrant. Ms. Suttmeier has the
following interests in the registration of Common Stock pursuant to this
Registration Statement:

          (a)  Under the ESOP, Ms. Suttmeier holds 4,493.822 shares of Common
               Stock;

          (b)  Under the ESPP, Ms. Suttmeier is entitled to purchase 964 shares
               of Common Stock at a price equal to the lesser of $17.24 or 90%
               of the fair market value of the Common Stock on the exercise
               date; and

          (c)  Under the Option Plan, Ms. Suttmeier holds unexercised stock
               options to purchase 20,000 shares of Common Stock at an exercise
               price of $18.17.

Item 6.  Indemnification of Directors and Officers.

          (a) Sections 721 through 726 of the New York Business Corporation Law
(the "NYBCL") provide for indemnification of directors and officers. The NYBCL
permits the Registrant to indemnify its directors and officers, who are made, or
threatened to be made, a party to an action or proceeding, whether criminal,
civil or derivative, against judgments, fines, amounts paid in settlements and
reasonable expenses if such director acted in good faith for a purpose that he
or she reasonably believed to be in the best interest of the Registrant and, in
criminal actions or proceedings, had no reasonable cause to believe his or her
conduct was unlawful. With respect to derivative actions, however, no
indemnification is permitted to such directors and officers for (1) any
threatened or

                                       4

<PAGE>


pending action that is settled or disposed of or (2) any claim, issue or matter
where such person is found liable to the Registrant unless a court determines
that such person is fairly and reasonably entitled to full or partial indemnity.

          Notwithstanding the failure of the Registrant to provide
indemnification and despite any contrary resolution of the Registrant's Board of
Directors or shareholders, indemnification will be awarded by a court to the
extent permissible by statute.

          Under the NYBCL, expenses may be advanced upon receipt of an
undertaking by or on behalf of the director or officer to repay the amounts in
the event that he or she is ultimately found not to be entitled to
indemnification. The advance is conditioned only upon receipt of the undertaking
and not upon a finding that the officer or director has met the applicable
indemnity standards. In addition, the Registrant has the authority to purchase
and maintain directors' and officers' indemnification insurance.

          Section 402 of the NYBCL permits the Registrant to include in its
certificate of incorporation provisions eliminating the personal liability
of directors to the Registrant or its shareholders for any breach of duty in
such capacity unless a judgment or final adjudication adverse to the director
that his acts or omissions were in bad faith, involved intentional misconduct or
a knowing violation of law or that he personally gained a financial profit or
other advantage to which he was not legally entitled or his acts violated
Section 719 of the NYBCL.

         (b)     The Restated Certificate of Incorporation of the Registrant
contains a provision stating that, to the extent not expressly prohibited by the
NYBCL, no director of the Registrant will be personally liable to the Registrant
and its shareholders for damages for any breach of duty in his or her capacity
as a director.

         (c)     The Amended and Restated By-laws of the Registrant provides
that, to the extent not expressly prohibited by the NYBCL, the Registrant will
indemnify its directors and officers who are made, or threatened to be made a
party to an action or proceeding, whether civil or criminal, by reason of such
position held with the Registrant, unless (1) such director's or officer's
actions were (i) in bad faith or committed with active and deliberate dishonesty
and (ii) material to the cause of action on which such proceeding was based or
(2) he or she personally gained a financial profit or other advantage to which
he or she was not legally entitled. Such indemnification applies to any
judgments, fines, amounts paid in settlement and reasonable expenses, including
attorneys' fees actually and necessarily incurred, or any appeal. No
indemnification applies, however, to any settlement or other nonadjudicated
disposition of any threatened or pending action or proceeding unless the
Registrant has given its prior consent.

        (d)      The Registrant carries directors' and officers' insurance which
covers its directors and officers against certain liabilities they may incur
when acting in their capacity as directors or officers of the Registrant.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

         See Exhibit list beginning on page 9.

Item 9.  Undertakings.

         (a)  The undersigned Registrant hereby undertakes:

                       (1)  To file, during any period in which offers or sales
                            are being made, a post-effective amendment to this
                            Registration Statement to include any material
                            information with respect to the plan of distribution
                            not previously disclosed in this Registration
                            Statement or any material change to such information
                            in the Registration Statement;

                       (2)  That, for the purpose of determining any liabilities
                            under the Securities Act, each such post-effective
                            amendment shall be deemed to be a new registration

                                       5

<PAGE>


                            statement relating to the securities offered
                            therein, and the offering of such securities at that
                            time shall be deemed to be the initial bona fide
                            offering thereof; and

                       (3)  To remove from registration by means of a
                            post-effective amendment any of the securities being
                            registered which remain unsold at the termination of
                            the offering.

        (b)  The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

        (c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

                                       6


<PAGE>


                                   SIGNATURES

                  Pursuant to the requirements of the Securities Act, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Oneida, State of New York on the 31st day of July,
2002.



                                  ONEIDA LTD.
                                  (Registrant)


                                  By:    /s/ Peter J. Kallet
                                       ------------------------------------
                                  Name:   Peter J. Kallet
                                  Title:  Chairman of the Board, President
                                          and Chief Executive Officer


                                       7

<PAGE>


                  KNOW ALL MEN BY THESE PRESENT, that each person whose
signature to this Registration Statement appears below hereby constitutes and
appoints each of Peter J. Kallet and Gregg R. Denny as such person's true and
lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for such person and in such person's name, place and stead, in
any and all capacities, to sign any and all amendments to the Registration
Statement, including post-effective amendments, and registration statements
filed pursuant to Rule 462 under the Securities Act, and to file the same, with
all exhibits thereto, and other documents in connection therewith, with the
Commission, and does hereby grant unto each said attorney-in-fact and agent full
power and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as such person might or could do in person, hereby ratifying and
confirming all that each said attorney-in-fact and agent, or any substitute
therefor, may lawfully do or cause to be done by virtue hereof.

                  Pursuant to the requirements of the Securities Act, this
Registration Statement has been signed by the following persons in the
capacities indicated as of the 31 day of July, 2002.

         Signature                           Capacity



/s/ Peter J. Kallet              Chairman of the Board,  President,  Chief
-----------------------          Executive Officer and Director
Peter J. Kalletr

/s/ Gregg R. Denny                Chief Financial Officer
-----------------------
Gregg R. Denny

/s/ Thomas A. Fetzner             Vice President and Corporate Controller
-----------------------
Thomas A. Fetzner

/s/ William F. Allyn              Director
-----------------------
William F. Allyn

-----------------------           Director
R. Quintus Anderson

/s/ Georgia S. Derrico            Director
-----------------------
Georgia S. Derrico

/s/ J. Peter Fobare               Director
-----------------------
J. Peter Fobare

/s/ Gregory M. Harden             Director
-----------------------
Gregory M. Harden

-----------------------           Director
Whitney D. Pidot

/s/ Catherine H. Suttmeier        Director
--------------------------
Catherine H. Suttmeier

/s/ William M. Tuck               Director
--------------------------
William M. Tuck


                                       8

<PAGE>

                                  EXHIBIT INDEX


      Number               Title of Exhibit
      ------               ----------------
      4.1                  Restated Certificate of Incorporation of
                           Oneida Ltd. (incorporated herein by reference
                           to Exhibit 3(i) to the Registrant's Form 10-K
                           (No. 001-05452), filed with the Commission on
                           April 27, 2000).

      4.2                  Amended and Restated By-Laws of Oneida Ltd.
                           (incorporated herein by reference to Exhibit 3(ii)
                           to the Registrant's Form 10-K (No. 001-05452), filed
                           with the Commission on April 27, 2000).

      4.3                  Oneida Ltd. 2002 Stock Option Plan (incorporated
                           herein by reference to Exhibit A to the Registrant's
                           Proxy Statement (No. 001-05452), filed with the
                           Commission on April 26, 2002).

      *4.4                 Oneida Ltd. Employee Stock Ownership Plan.

      *4.5                 Oneida Ltd. Employee Stock Purchase Plan.

      *5                   Opinion of Catherine H. Suttmeier, General
                           Counsel of the Registrant, regarding the
                           legality of the securities being offered
                           hereby.

      *23.1                Consent of PricewaterhouseCoopers LLP,
                           Independent Accountants.

      *23.2                Consent of Catherine H. Suttmeier, General
                           Counsel of the Registrant (contained in
                           Exhibit 5).

      *24                  Power of Attorney (included as part of the
                           signature page to this Registration
                           Statement).



-----------------------------
*  Filed herewith.

                                       9
[{"type": "S-8", "sequence": "1", "filename": "s8_072902.txt", "description": "FORM S-8", "secsgml_size_bytes": 22577}]
{"company-data": {"conformed-name": "ONEIDA LTD", "cik": "0000074585", "assigned-sic": "3910", "irs-number": "150405700", "state-of-incorporation": "NY", "fiscal-year-end": "0130"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-97491", "film-number": "02717220"}, "business-address": {"street1": "C/O INTERNAL AUDITOR", "street2": "163 -181 KENWOOD AVE", "city": "ONEIDA", "state": "NY", "zip": "13421", "phone": "3153613694"}, "mail-address": {"street1": "163-181 KENWOOD AVENUE", "city": "ONEIDA", "state": "NY", "zip": "13421"}, "former-company": {"former-conformed-name": "ONEIDA COMMUNITY LTD", "date-changed": "19680724"}}
As filed with the Securities and Exchange Commission on August 1, 2002
                                                   Registration No. 333-[_____]
-------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                              ---------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                              ---------------------

                                   Oneida Ltd.
               (Exact name of issuer as specified in its charter)

            New York                                            15-0405700
(State or other jurisdiction of                              (I.R.S. Employer
incorporation or organization)                              Identification No.)

                             163-181 Kenwood Avenue
                             Oneida, New York 13421
          (Address of principal executive offices, including zip code)

                    ONEIDA LTD. EMPLOYEE STOCK OWNERSHIP PLAN
                       ONEIDA LTD. 2002 STOCK OPTION PLAN
                    ONEIDA LTD. EMPLOYEE STOCK PURCHASE PLAN
                            (Full title of the plans)
                           ---------------------------

                             Catherine H. Suttmeier
             Corporate Vice President, Secretary and General Counsel
                                   Oneida Ltd.
                             163-181 Kenwood Avenue
                             Oneida, New York 13421
                                 (315) 361-3636
            (Name, address and telephone number of agent for service)
                           ---------------------------

                                       1
CALCULATION OF REGISTRATION FEE
----------------------------- -------------------- -------------------- ---------------------- ----------------------
                                                    Proposed maximum      Proposed maximum
    Title of securities          Amount to be        offering price           aggregate              Amount of
      to be registered            registered (1)       per share (2)        offering price        registration fee
----------------------------- -------------------- -------------------- ---------------------- ----------------------
Common Stock, par value
$1.00 per share
----------------------------- -------------------- -------------------- ---------------------- ----------------------
Oneida Ltd. Employee Stock
Ownership Plan                     1,700,000 (3)         $14.75              $25,075,000             $2,306.90
----------------------------- -------------------- -------------------- ---------------------- ----------------------
Oneida Ltd. 2002 Stock
Option Plan                        1,357,000             $14.75              $20,015,750             $1,841.45
                              -------------------- -------------------- ---------------------- ----------------------
                                     343,000             $18.17               $6,232,310               $573.37
----------------------------- -------------------- -------------------- ---------------------- ----------------------
Oneida Ltd. Employee Stock
Purchase Plan (4)                    500,000 (5)         $14.75               $7,375,000               $678.50
----------------------------- -------------------- -------------------- ---------------------- ----------------------
           TOTAL                   3,700,000                                 $58,698,060             $5,400.22
----------------------------- -------------------- -------------------- ---------------------- ----------------------
---------------------------

(1)  This registration statement on Form S-8 (this "Registration Statement")
     shall also cover any additional shares of common stock, par value $1.00 per
     share (the "Common Stock"), of Oneida Ltd. (the "Registrant"), which become
     issuable under the Oneida Ltd. Employee Stock Ownership Plan (the "ESOP"),
     the Oneida Ltd. 2002 Stock Option Plan (the "Option Plan") and the Oneida
     Ltd. Employee Stock Purchase Plan (the "ESPP", together with the ESOP and
     the Option Plan, the "Plans") being registered pursuant to this
     Registration Statement by reason of any stock dividend, stock split,
     recapitalization or any other similar transaction effected without the
     receipt of consideration, which results in an increase in the number of the
     Registrant's outstanding shares of Common Stock.

(2)  Estimated in accordance with Rules 457(c) and 457(h) under the Securities
     Act of 1933, as amended (the "Securities Act"), solely for the purpose of
     determining the registration fee.  Estimate based on the average of the
     high and low prices of the Common Stock reported on the New York Stock
     Exchange on July 25, 2002 for all shares of Common Stock registered on this
     Registration Statement, except that stock options to purchase 343,000
     shares of Common Stock at a fixed price of $18.17 have been granted under
     the Option Plan as of this date of this Registration Statement.

(3)  Pursuant to Rule 416(c) of the Securities Act, this Registration Statement
     also serves to register an indeterminate amount of interests in the ESOP.

(4)  The Registrant has previously filed registration statements for the ESPP on
     Forms S-8 under File Nos. 2-84304, 33-37565 and 333-10795 with the
     Securities Exchange Commission (the "Commission"). This Registration
     Statement serves to register 500,000 additional shares of Common Stock for
     issuance under the ESPP.

(5)  Pursuant to Rule 416(c) of the Securities Act, this Registration Statement
     also serves to register an indeterminate amount of interests in the ESPP.

                                       2
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information.

Item 2.  Registrant Information and Employee Plan Annual Information.*

------------------------------------------------
*    Information required by Part I to be contained in the Section 10(a)
     prospectus is omitted from this Registration Statement in accordance with
     Rule 428 under the Securities Act and the "Note" to Part I of Form S-8.

                                       3
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

          The following documents filed with the Commission are incorporated as
of their respective dates in this Registration Statement by reference.

          (a)  The Registrant's Annual Report on Form 10-K (No. 001-05452),
               filed with the Commission on April 26, 2002, which includes
               audited financial statements for the Registrant's latest fiscal
               year for which such statements have been filed;

          (b)  The Registrant's Quarterly Report on Form 10-Q (No. 001-05452),
               filed with the Commission on June 11, 2002; and

          (c)  The description of the Common Stock contained in the Registrant's
               report on Form 8-K, filed with the Commission on October 28,
               1998.

          All other documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of
a post-effective amendment to this Registration Statement, which indicates that
all securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing of such
documents. Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
incorporated by reference herein modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Registration Statement.

Item 4.  Description of Securities.

         Not required.

Item 5.  Interests of Named Experts and Counsel.

         The legal opinion attached to this Registration Statement as Exhibit 5
was issued by Catherine H. Suttmeier. Ms. Suttmeier is Corporate Vice President,
Secretary, Director and General Counsel of the Registrant. Ms. Suttmeier has the
following interests in the registration of Common Stock pursuant to this
Registration Statement:

          (a)  Under the ESOP, Ms. Suttmeier holds 4,493.822 shares of Common
               Stock;

          (b)  Under the ESPP, Ms. Suttmeier is entitled to purchase 964 shares
               of Common Stock at a price equal to the lesser of $17.24 or 90%
               of the fair market value of the Common Stock on the exercise
               date; and

          (c)  Under the Option Plan, Ms. Suttmeier holds unexercised stock
               options to purchase 20,000 shares of Common Stock at an exercise
               price of $18.17.

Item 6.  Indemnification of Directors and Officers.

          (a) Sections 721 through 726 of the New York Business Corporation Law
(the "NYBCL") provide for indemnification of directors and officers. The NYBCL
permits the Registrant to indemnify its directors and officers, who are made, or
threatened to be made, a party to an action or proceeding, whether criminal,
civil or derivative, against judgments, fines, amounts paid in settlements and
reasonable expenses if such director acted in good faith for a purpose that he
or she reasonably believed to be in the best interest of the Registrant and, in
criminal actions or proceedings, had no reasonable cause to believe his or her
conduct was unlawful. With respect to derivative actions, however, no
indemnification is permitted to such directors and officers for (1) any
threatened or

                                       4
pending action that is settled or disposed of or (2) any claim, issue or matter
where such person is found liable to the Registrant unless a court determines
that such person is fairly and reasonably entitled to full or partial indemnity.

          Notwithstanding the failure of the Registrant to provide
indemnification and despite any contrary resolution of the Registrant's Board of
Directors or shareholders, indemnification will be awarded by a court to the
extent permissible by statute.

          Under the NYBCL, expenses may be advanced upon receipt of an
undertaking by or on behalf of the director or officer to repay the amounts in
the event that he or she is ultimately found not to be entitled to
indemnification. The advance is conditioned only upon receipt of the undertaking
and not upon a finding that the officer or director has met the applicable
indemnity standards. In addition, the Registrant has the authority to purchase
and maintain directors' and officers' indemnification insurance.

          Section 402 of the NYBCL permits the Registrant to include in its
certificate of incorporation provisions eliminating the personal liability
of directors to the Registrant or its shareholders for any breach of duty in
such capacity unless a judgment or final adjudication adverse to the director
that his acts or omissions were in bad faith, involved intentional misconduct or
a knowing violation of law or that he personally gained a financial profit or
other advantage to which he was not legally entitled or his acts violated
Section 719 of the NYBCL.

         (b)     The Restated Certificate of Incorporation of the Registrant
contains a provision stating that, to the extent not expressly prohibited by the
NYBCL, no director of the Registrant will be personally liable to the Registrant
and its shareholders for damages for any breach of duty in his or her capacity
as a director.

         (c)     The Amended and Restated By-laws of the Registrant provides
that, to the extent not expressly prohibited by the NYBCL, the Registrant will
indemnify its directors and officers who are made, or threatened to be made a
party to an action or proceeding, whether civil or criminal, by reason of such
position held with the Registrant, unless (1) such director's or officer's
actions were (i) in bad faith or committed with active and deliberate dishonesty
and (ii) material to the cause of action on which such proceeding was based or
(2) he or she personally gained a financial profit or other advantage to which
he or she was not legally entitled. Such indemnification applies to any
judgments, fines, amounts paid in settlement and reasonable expenses, including
attorneys' fees actually and necessarily incurred, or any appeal. No
indemnification applies, however, to any settlement or other nonadjudicated
disposition of any threatened or pending action or proceeding unless the
Registrant has given its prior consent.

        (d)      The Registrant carries directors' and officers' insurance which
covers its directors and officers against certain liabilities they may incur
when acting in their capacity as directors or officers of the Registrant.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

         See Exhibit list beginning on page 9.

Item 9.  Undertakings.

         (a)  The undersigned Registrant hereby undertakes:

                       (1)  To file, during any period in which offers or sales
                            are being made, a post-effective amendment to this
                            Registration Statement to include any material
                            information with respect to the plan of distribution
                            not previously disclosed in this Registration
                            Statement or any material change to such information
                            in the Registration Statement;

                       (2)  That, for the purpose of determining any liabilities
                            under the Securities Act, each such post-effective
                            amendment shall be deemed to be a new registration

                                       5
statement relating to the securities offered
                            therein, and the offering of such securities at that
                            time shall be deemed to be the initial bona fide
                            offering thereof; and

                       (3)  To remove from registration by means of a
                            post-effective amendment any of the securities being
                            registered which remain unsold at the termination of
                            the offering.

        (b)  The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

        (c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

                                       6
SIGNATURES

                  Pursuant to the requirements of the Securities Act, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Oneida, State of New York on the 31st day of July,
2002.

                                  ONEIDA LTD.
                                  (Registrant)

                                  By:    /s/ Peter J. Kallet
                                       ------------------------------------
                                  Name:   Peter J. Kallet
                                  Title:  Chairman of the Board, President
                                          and Chief Executive Officer

                                       7
KNOW ALL MEN BY THESE PRESENT, that each person whose
signature to this Registration Statement appears below hereby constitutes and
appoints each of Peter J. Kallet and Gregg R. Denny as such person's true and
lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for such person and in such person's name, place and stead, in
any and all capacities, to sign any and all amendments to the Registration
Statement, including post-effective amendments, and registration statements
filed pursuant to Rule 462 under the Securities Act, and to file the same, with
all exhibits thereto, and other documents in connection therewith, with the
Commission, and does hereby grant unto each said attorney-in-fact and agent full
power and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as such person might or could do in person, hereby ratifying and
confirming all that each said attorney-in-fact and agent, or any substitute
therefor, may lawfully do or cause to be done by virtue hereof.

                  Pursuant to the requirements of the Securities Act, this
Registration Statement has been signed by the following persons in the
capacities indicated as of the 31 day of July, 2002.

         Signature                           Capacity

/s/ Peter J. Kallet              Chairman of the Board,  President,  Chief
-----------------------          Executive Officer and Director
Peter J. Kalletr

/s/ Gregg R. Denny                Chief Financial Officer
-----------------------
Gregg R. Denny

/s/ Thomas A. Fetzner             Vice President and Corporate Controller
-----------------------
Thomas A. Fetzner

/s/ William F. Allyn              Director
-----------------------
William F. Allyn

-----------------------           Director
R. Quintus Anderson

/s/ Georgia S. Derrico            Director
-----------------------
Georgia S. Derrico

/s/ J. Peter Fobare               Director
-----------------------
J. Peter Fobare

/s/ Gregory M. Harden             Director
-----------------------
Gregory M. Harden

-----------------------           Director
Whitney D. Pidot

/s/ Catherine H. Suttmeier        Director
--------------------------
Catherine H. Suttmeier

/s/ William M. Tuck               Director
--------------------------
William M. Tuck

                                       8
EXHIBIT INDEX

      Number               Title of Exhibit
      ------               ----------------
      4.1                  Restated Certificate of Incorporation of
                           Oneida Ltd. (incorporated herein by reference
                           to Exhibit 3(i) to the Registrant's Form 10-K
                           (No. 001-05452), filed with the Commission on
                           April 27, 2000).

      4.2                  Amended and Restated By-Laws of Oneida Ltd.
                           (incorporated herein by reference to Exhibit 3(ii)
                           to the Registrant's Form 10-K (No. 001-05452), filed
                           with the Commission on April 27, 2000).

      4.3                  Oneida Ltd. 2002 Stock Option Plan (incorporated
                           herein by reference to Exhibit A to the Registrant's
                           Proxy Statement (No. 001-05452), filed with the
                           Commission on April 26, 2002).

      *4.4                 Oneida Ltd. Employee Stock Ownership Plan.

      *4.5                 Oneida Ltd. Employee Stock Purchase Plan.

      *5                   Opinion of Catherine H. Suttmeier, General
                           Counsel of the Registrant, regarding the
                           legality of the securities being offered
                           hereby.

      *23.1                Consent of PricewaterhouseCoopers LLP,
                           Independent Accountants.

      *23.2                Consent of Catherine H. Suttmeier, General
                           Counsel of the Registrant (contained in
                           Exhibit 5).

      *24                  Power of Attorney (included as part of the
                           signature page to this Registration
                           Statement).

-----------------------------
*  Filed herewith.

                                       9