UNITED STATES
                       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): -July 13, 2006 (July 13, 2006)


                                   ONEIDA LTD.

             (Exact name of registrant as specified in its charter)




                                                                         
            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 8.01.     OTHER EVENTS.

               Oneida Ltd. has received an unsolicited proposal from DE Shaw
               Laminar Portfolios, L.L.C. and Xerion Capital Partners, both
               current Oneida shareholders, to acquire the company.

               Additional information required by this Item is incorporated by
               reference to a press release dated July 13, 2006, which is
               attached as Exhibit 99.1 to this form.

ITEM 9.01.     FINANCIAL STATEMENTS & EXHIBITS.

               (c.)   Exhibits

                      EXHIBIT 99.1   Press Release dated July 13, 2006.



                                   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: July 13, 2006