<PAGE>


                 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 of Incorporation)        (I.R.S. Employer Identification No)

                       163-181 Kenwood Avenue
                       Oneida, New York 13421
               (Address of Principal Executive Office)

                   ONEIDA LTD. 401(k) SAVINGS PLAN
                        (Full title of plan)

                       Catherine H. Suttmeier
                             ONEIDA LTD.
                       163-181 Kenwood Avenue
                       Oneida, New York 13421
                           (315) 361-3636
         (Name, address and telephone of agent for service)

Approximate date of commencement of proposed sales pursuant to the Plan: From
time to time after the effective date of this registration statement.

                   CALCULATION OF REGISTRATION FEE
================================================================================

                                                Proposed
                                    Proposed    Maximum
                         Amount      Maximum   Aggregate
                         to be      Offering    Offering      Amount of
Title of Securities    Registered   Price Per   Price(2)    Registration
 being Registered         (1)       Share(2)                    Fee

Common Stock $1.00      100,000     $24.09375   $2,409,375     $669.81
  par value

================================================================================
(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
Registration Statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the Oneida Ltd. 401(k) Savings Plan. Plus such
indeterminate number of additional shares as may be required to be issued in the
event of an adjustment as a result of the increase in the number of issued
shares of Common Stock resulting from a subdivision of such shares, the payment
of a stock dividend or certain other capital adjustments.

(2) Estimated on the basis of the average of the high and low prices of Oneida
Ltd. Common Stock on the New York Stock Exchange Composite Tape on September 3,
1999 solely for the purpose of calculating the Registration Fee pursuant to Rule
457(c) and (h).

<PAGE>

                                       PART I

Item 1.  Plan Information

Item 2.  Registrant Information 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.

                                       PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents By Reference.

         The following documents, filed with the Securities and Exchange
Commission (the "Commission") by Oneida  Ltd. (the "Registrant"), are hereby
incorporated by reference in this Registration Statement and shall be deemed a
part hereof:

              (i)    The Registrant's Annual Report on Form 10-K for the fiscal
                     year ended January 30, 1999;

              (ii)   The Registrant's Quarterly Report on Form 10-Q for the
                     fiscal quarter ended May 1, 1999;

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

         In  addition, all documents subsequently filed by the Registrant
pursuant to sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934, prior to the filing of a post-effective amendment 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
contained herein or in any other subsequently filed document which also  is
or is deemed to be incorporated by reference herein modifies or supersedes such
statement.  Any 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 applicable.

Item 5.  Interests of Named Experts and Counsel.

         Catherine H. Suttmeier, who has provided an opinion concerning the
legality of the securities to be offered under the Plan, is Corporate Vice
President, General Counsel, and Secretary of the Company.  As of August 31, 1999
Ms. Suttmeier owned beneficially less than 0.1 percent of the Company's common
stock.  Ms. Suttmeier is a participant in the Plan and may direct some of her
investments under the Plan into the Oneida Ltd. Unitized Company Stock Fund.

Item 6.  Indemnification of Officers and Directors.

         Sections 721 through 726 of the New York Business Corporation Law
provide for indemnification of directors and officers. If a director or officer
is successful on the merits or otherwise in a legal proceeding, he must be
indemnified to the extent  he was successful.  Further, indemnification is
permitted in both third-party and derivative suits if he acted in good faith and
for a purpose he reasonably believed was in the best interest of the Registrant
and if, in the case  of a  criminal proceeding, he had no reasonable cause to
believe his conduct was unlawful.

         Indemnification under this provision applies to judgments, fines
amounts paid in settlement and reasonable expenses, in the case of third party
actions, and amounts paid in settlement and reasonable expenses, in the case of
derivative actions.  In a derivative action, however, a director or officer
may not be indemnified for amounts paid to settle such a suit or for any claim,
issue or matter as to which such person shall have been adjudged liable to the
Registrant absent a court determination that the person is fairly and reasonably
entitled to indemnity.

         Notwithstanding the failure of the Registrant to provide
indemnification and despite any contrary resolution of the board or
shareholders, indemnification shall be awarded by the proper court pursuant to
Section 724 of the New York Business Corporation Law.

         Under New York law, expenses may be advanced upon receipt of an
undertaking by or on behalf of the director or officer to repay the amount in
the event the recipient 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.

         The Registrant's bylaws require it to indemnify each of its past,
present and future directors, officers and employees to the fullest extent
permitted by law for any and all costs and expenses resulting from or relating
to any suit or claim arising out of service to the Registrant or to other
organizations at the Registrant's request.

         Section 402 of the New York Business Corporation Law 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 or
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 New York Business
Corporation law.

         The Restated Certificate of Incorporation of the Registrant contains a
provision eliminating the personal liability of its directors to the Registrant
and its shareholders except to the extent such liability may not be eliminated
by law.  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  of officers of the Registrant.


Item 7.  Exemption from Registration Claimed.

         Not applicable.


Item 8.   Exhibits.

          The following exhibits are filed as part of this Registration
Statement:

4        Amendment to Oneida Ltd. 401(k) Savings Plan to include the Oneida Ltd.
         Unitized Company Stock Fund.

5        Opinion of Catherine H. Suttmeier as to the legality of the shares
         registered hereunder.

23.1     Consent of PricewaterhouseCoopers LLP

23.2      Consent of Catherine H. Suttmeier (included in Exhibit 5)

24       Powers of Attorney (included on signature page)


Item 9.  Undertakings.

         (a)  The undersigned registrant hereby undertakes:

                   (1)  To submit the Oneida Ltd. 401(k) Savings Plan, as
amended to include the Oneida Ltd. Unitized Company Stock Fund to the Internal
Revenue Service (the "IRS") in a timely manner and has or will make all changes
required by the IRS in order to qualify the plan under Internal Revenue Code
Section 401.
                   (2)  To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:

                        (i)    To include any prospectus required by Section
10(a) (3) of the Securities Act;

                        (ii)   To reflect in the prospectus any facts or events
arising after the effective date of the registration statement (or the most
recent post-effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the registration
statement;

                        (iii)  To include any material information with respect
to the plan of distribution not previously disclosed in the registration
statement or any material change to such information in the registration
statement;

                   provided, however, that paragraphs (a)(2)(i) and (a)(2)(ii)
do not apply if the registration statement is on Form S-3, Form S-8 or Form F-8,
and the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that are incorporated by reference in the registration statement.

                   (3)  That, for the purpose of determining any liability under
the  Securities Act, each  such  post-effective amendment shall be deemed to be
a new  registration statement relating to the securities offered therein, and
the offering of such securities at the time shall be deemed to be the initial
bona fide offering thereof.

                   (4)  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 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 the 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 following 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
Securities 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.

<PAGE>

                                       SIGNATURES

    Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable ground to believe that it meets all
of the requirements for filing 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, and the State of New York, on this 25th day
of August, 1999.

                                       ONEIDA  LTD.

                                       By:  /s/ WILLIAM D. MATTHEWS
                                            William D. Matthews
                                            Chairman of the Board


                                       POWER OF ATTORNEY

    Each  of the undersigned whose signature appear below hereby constitutes and
appoints Peter J. Kallet and Edward W. Thoma, and each of them acting alone, his
true and lawful attorneys-in-fact and agents, with full power of substitution
and resubstitution, for him and in his name, place and stead, in any and all
capacities to sign any and all amendments (including post-effective amendments)
and supplements to this Registration Statement and any and all related
registration statements necessary to register additional securities, and to file
the same, with all exhibits thereto, and other documents in connection
therewith, with the Commission, granting unto said attorneys-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 he might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.


    Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the 25th day of August.

    Signature                          Title                    Date

(i)   Principal Executive Officer

/s/   PETER J. KALLET                  President and Chief      August 25, 1999
      Peter J. Kallet                  Executive Officer

(ii)  Principal Financial Officer

/s/   EDWARD W. THOMA                  Senior Vice President-   August 25, 1999
      Edward W. Thoma                  Finance

(iii) Principal Accounting Officer

/s/   THOMAS A. FETZNER                Vice President and       August 25, 1999
      Thomas A. Fetzner                Corporate Controller

(iv)  A Majority of the Board of Directors

/s/   R. QUINTUS ANDERSON              Director                 August 25, 1999
      R. Quintus Anderson

/s/   GEORGIA S. DERRICO               Director                 August 25, 1999
      Georgia S. Derrico

/s/   J. PETER FOBARE                  Director                 August 25, 1999
      J. Peter Fobare

/s/   GREGORY M. HARDEN                Director                 August 25, 1999
      Gregory M. Harden

/s/   PETER J. KALLET                  Director                 August 25, 1999
      Peter J. Kallet

/s/   WILLIAM D. MATTHEWS              Director                 August 25, 1999
      William D. Matthews

/s/   WHITNEY D. PIDOT                 Director                 August 25, 1999
      Whitney D. Pidot

/s/   CATHERINE H. SUTTMEIER           Director                 August 25, 1999
      Catherine H. Suttmeier

/s/   WILLIAM M. TUCK                  Director                 August 25, 1999
      William M. Tuck

    Pursuant to the requirements of the Securities Act, the Oneida Ltd. 401(k)
Savings Plan has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Oneida, New
York on the 25th day of August, 1999.


                                       Oneida Ltd. 401(k) Savings Plan
                                       By:  Plan Administrator
                                            /s/ SHELLEY J. HYDE
                                                Shelley J. Hyde
                                       Oneida Ltd. Employee Benefits Committee

<PAGE>

                                INDEX TO EXHIBITS

Exhibit       Description


4             Amendment to Oneida Ltd. 401(k) Savings Plan to include the Oneida
              Ltd. Unitized Company Stock Fund.

5             Opinion of Catherine H. Suttmeier as to the legality of the shares
              registered hereunder.

23.1          Consent of PricewaterhouseCoopers LLP

23.2          Consent of Catherine H. Suttmeier (included in Exhibit 5)

24            Powers of Attorney (included on signature page)
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 18293}]
{"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": "333-87007", "film-number": "99710612"}, "business-address": {"street1": "C/O INTERNAL AUDITOR", "street2": "163 -181 KENWOOD AVE", "city": "ONEIDA", "state": "NY", "zip": "13421", "phone": "3153613636"}, "mail-address": {"street1": "163-181 KENWOOD AVENUE", "city": "ONEIDA", "state": "NY", "zip": "13421"}, "former-company": {"former-conformed-name": "ONEIDA COMMUNITY LTD", "date-changed": "19680724"}}
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 of Incorporation)        (I.R.S. Employer Identification No)

                       163-181 Kenwood Avenue
                       Oneida, New York 13421
               (Address of Principal Executive Office)

                   ONEIDA LTD. 401(k) SAVINGS PLAN
                        (Full title of plan)

                       Catherine H. Suttmeier
                             ONEIDA LTD.
                       163-181 Kenwood Avenue
                       Oneida, New York 13421
                           (315) 361-3636
         (Name, address and telephone of agent for service)

Approximate date of commencement of proposed sales pursuant to the Plan: From
time to time after the effective date of this registration statement.

                   CALCULATION OF REGISTRATION FEE
================================================================================

                                                Proposed
                                    Proposed    Maximum
                         Amount      Maximum   Aggregate
                         to be      Offering    Offering      Amount of
Title of Securities    Registered   Price Per   Price(2)    Registration
 being Registered         (1)       Share(2)                    Fee

Common Stock $1.00      100,000     $24.09375   $2,409,375     $669.81
  par value

================================================================================
(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
Registration Statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the Oneida Ltd. 401(k) Savings Plan. Plus such
indeterminate number of additional shares as may be required to be issued in the
event of an adjustment as a result of the increase in the number of issued
shares of Common Stock resulting from a subdivision of such shares, the payment
of a stock dividend or certain other capital adjustments.

(2) Estimated on the basis of the average of the high and low prices of Oneida
Ltd. Common Stock on the New York Stock Exchange Composite Tape on September 3,
1999 solely for the purpose of calculating the Registration Fee pursuant to Rule
457(c) and (h).
PART I

Item 1.  Plan Information

Item 2.  Registrant Information 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.

                                       PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents By Reference.

         The following documents, filed with the Securities and Exchange
Commission (the "Commission") by Oneida  Ltd. (the "Registrant"), are hereby
incorporated by reference in this Registration Statement and shall be deemed a
part hereof:

              (i)    The Registrant's Annual Report on Form 10-K for the fiscal
                     year ended January 30, 1999;

              (ii)   The Registrant's Quarterly Report on Form 10-Q for the
                     fiscal quarter ended May 1, 1999;

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

         In  addition, all documents subsequently filed by the Registrant
pursuant to sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934, prior to the filing of a post-effective amendment 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
contained herein or in any other subsequently filed document which also  is
or is deemed to be incorporated by reference herein modifies or supersedes such
statement.  Any 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 applicable.

Item 5.  Interests of Named Experts and Counsel.

         Catherine H. Suttmeier, who has provided an opinion concerning the
legality of the securities to be offered under the Plan, is Corporate Vice
President, General Counsel, and Secretary of the Company.  As of August 31, 1999
Ms. Suttmeier owned beneficially less than 0.1 percent of the Company's common
stock.  Ms. Suttmeier is a participant in the Plan and may direct some of her
investments under the Plan into the Oneida Ltd. Unitized Company Stock Fund.

Item 6.  Indemnification of Officers and Directors.

         Sections 721 through 726 of the New York Business Corporation Law
provide for indemnification of directors and officers. If a director or officer
is successful on the merits or otherwise in a legal proceeding, he must be
indemnified to the extent  he was successful.  Further, indemnification is
permitted in both third-party and derivative suits if he acted in good faith and
for a purpose he reasonably believed was in the best interest of the Registrant
and if, in the case  of a  criminal proceeding, he had no reasonable cause to
believe his conduct was unlawful.

         Indemnification under this provision applies to judgments, fines
amounts paid in settlement and reasonable expenses, in the case of third party
actions, and amounts paid in settlement and reasonable expenses, in the case of
derivative actions.  In a derivative action, however, a director or officer
may not be indemnified for amounts paid to settle such a suit or for any claim,
issue or matter as to which such person shall have been adjudged liable to the
Registrant absent a court determination that the person is fairly and reasonably
entitled to indemnity.

         Notwithstanding the failure of the Registrant to provide
indemnification and despite any contrary resolution of the board or
shareholders, indemnification shall be awarded by the proper court pursuant to
Section 724 of the New York Business Corporation Law.

         Under New York law, expenses may be advanced upon receipt of an
undertaking by or on behalf of the director or officer to repay the amount in
the event the recipient 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.

         The Registrant's bylaws require it to indemnify each of its past,
present and future directors, officers and employees to the fullest extent
permitted by law for any and all costs and expenses resulting from or relating
to any suit or claim arising out of service to the Registrant or to other
organizations at the Registrant's request.

         Section 402 of the New York Business Corporation Law 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 or
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 New York Business
Corporation law.

         The Restated Certificate of Incorporation of the Registrant contains a
provision eliminating the personal liability of its directors to the Registrant
and its shareholders except to the extent such liability may not be eliminated
by law.  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  of officers of the Registrant.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.   Exhibits.

          The following exhibits are filed as part of this Registration
Statement:

4        Amendment to Oneida Ltd. 401(k) Savings Plan to include the Oneida Ltd.
         Unitized Company Stock Fund.

5        Opinion of Catherine H. Suttmeier as to the legality of the shares
         registered hereunder.

23.1     Consent of PricewaterhouseCoopers LLP

23.2      Consent of Catherine H. Suttmeier (included in Exhibit 5)

24       Powers of Attorney (included on signature page)

Item 9.  Undertakings.

         (a)  The undersigned registrant hereby undertakes:

                   (1)  To submit the Oneida Ltd. 401(k) Savings Plan, as
amended to include the Oneida Ltd. Unitized Company Stock Fund to the Internal
Revenue Service (the "IRS") in a timely manner and has or will make all changes
required by the IRS in order to qualify the plan under Internal Revenue Code
Section 401.
                   (2)  To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:

                        (i)    To include any prospectus required by Section
10(a) (3) of the Securities Act;

                        (ii)   To reflect in the prospectus any facts or events
arising after the effective date of the registration statement (or the most
recent post-effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the registration
statement;

                        (iii)  To include any material information with respect
to the plan of distribution not previously disclosed in the registration
statement or any material change to such information in the registration
statement;

                   provided, however, that paragraphs (a)(2)(i) and (a)(2)(ii)
do not apply if the registration statement is on Form S-3, Form S-8 or Form F-8,
and the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that are incorporated by reference in the registration statement.

                   (3)  That, for the purpose of determining any liability under
the  Securities Act, each  such  post-effective amendment shall be deemed to be
a new  registration statement relating to the securities offered therein, and
the offering of such securities at the time shall be deemed to be the initial
bona fide offering thereof.

                   (4)  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 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 the 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 following 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
Securities 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.
SIGNATURES

    Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable ground to believe that it meets all
of the requirements for filing 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, and the State of New York, on this 25th day
of August, 1999.

                                       ONEIDA  LTD.

                                       By:  /s/ WILLIAM D. MATTHEWS
                                            William D. Matthews
                                            Chairman of the Board

                                       POWER OF ATTORNEY

    Each  of the undersigned whose signature appear below hereby constitutes and
appoints Peter J. Kallet and Edward W. Thoma, and each of them acting alone, his
true and lawful attorneys-in-fact and agents, with full power of substitution
and resubstitution, for him and in his name, place and stead, in any and all
capacities to sign any and all amendments (including post-effective amendments)
and supplements to this Registration Statement and any and all related
registration statements necessary to register additional securities, and to file
the same, with all exhibits thereto, and other documents in connection
therewith, with the Commission, granting unto said attorneys-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 he might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.

    Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the 25th day of August.

    Signature                          Title                    Date

(i)   Principal Executive Officer

/s/   PETER J. KALLET                  President and Chief      August 25, 1999
      Peter J. Kallet                  Executive Officer

(ii)  Principal Financial Officer

/s/   EDWARD W. THOMA                  Senior Vice President-   August 25, 1999
      Edward W. Thoma                  Finance

(iii) Principal Accounting Officer

/s/   THOMAS A. FETZNER                Vice President and       August 25, 1999
      Thomas A. Fetzner                Corporate Controller

(iv)  A Majority of the Board of Directors

/s/   R. QUINTUS ANDERSON              Director                 August 25, 1999
      R. Quintus Anderson

/s/   GEORGIA S. DERRICO               Director                 August 25, 1999
      Georgia S. Derrico

/s/   J. PETER FOBARE                  Director                 August 25, 1999
      J. Peter Fobare

/s/   GREGORY M. HARDEN                Director                 August 25, 1999
      Gregory M. Harden

/s/   PETER J. KALLET                  Director                 August 25, 1999
      Peter J. Kallet

/s/   WILLIAM D. MATTHEWS              Director                 August 25, 1999
      William D. Matthews

/s/   WHITNEY D. PIDOT                 Director                 August 25, 1999
      Whitney D. Pidot

/s/   CATHERINE H. SUTTMEIER           Director                 August 25, 1999
      Catherine H. Suttmeier

/s/   WILLIAM M. TUCK                  Director                 August 25, 1999
      William M. Tuck

    Pursuant to the requirements of the Securities Act, the Oneida Ltd. 401(k)
Savings Plan has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Oneida, New
York on the 25th day of August, 1999.

                                       Oneida Ltd. 401(k) Savings Plan
                                       By:  Plan Administrator
                                            /s/ SHELLEY J. HYDE
                                                Shelley J. Hyde
                                       Oneida Ltd. Employee Benefits Committee
INDEX TO EXHIBITS

Exhibit       Description

4             Amendment to Oneida Ltd. 401(k) Savings Plan to include the Oneida
              Ltd. Unitized Company Stock Fund.

5             Opinion of Catherine H. Suttmeier as to the legality of the shares
              registered hereunder.

23.1          Consent of PricewaterhouseCoopers LLP

23.2          Consent of Catherine H. Suttmeier (included in Exhibit 5)

24            Powers of Attorney (included on signature page)