8-K

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 28, 2006 (July 26, 2006)

ONEIDA LTD.

(Exact name of registrant as specified in its charter)

New York	1-5452	15-0405700
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
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):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

ITEM2.05 COSTS ASSOCIATED WITH EXIT OR DISPOSAL ACTIVITITES.

On July 26, 2006, Oneida Ltd. (the “Company”), made the decision to close its distribution center located in Sherrill, New York. Beginning early next year, the Company will begin to relocate its distribution center from Sherrill to a new, 500,000 square foot facility outside of Savannah, Georgia upon completion of its construction. By locating a distribution center near a major port, the move is expected to bring a significant reduction in freight costs. The Company employs approximately 150 people at the center, and the company will offer job training, outplacement services and other assistance to employees affected by the relocation.

In conjunction with the Sherrill, New York distribution center closure the Company has determined that it will incur cash costs of approximately $550,000 related to severance and retention payments to employees; approximately $500,000 related to relocating inventory from Sherrill, New York to its new distribution facility in Savannah, Georgia and existing Lebec, California distribution facility; and approximately $625,000 related to the termination of existing real and personal property leases utilized by the Sherrill, New York distribution facility.

Based on the current estimated market value of the facility the Company does not anticipate an incurring asset impairment charge.

ITEM 8.01. OTHER EVENTS.

Oneida Ltd. announced it will expand its presence in New York City to serve as its principal worldwide sales and marketing center. Oneida will keep its administrative and operating functions in Oneida, New York, the company’s home for more than a century, and relocate its east coast distribution center to a new facility in Savannah, Georgia. These changes, which are the result of an extensive review of Oneida’s operations, are designed to streamline the company’s business functions, strengthen customer relationships and gain further operating efficiencies.

Additional information required by this Item is incorporated by reference to a press release dated July 26, 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 26, 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 28, 2006

EX-99

FOR IMMEDIATE RELEASE

CONTACTS:

Richard Mahony

Gavin Anderson & Company (212) 515-1960

Oneida to Create Global Sales and Marketing Center in New York City

Operations to Remain in Oneida, New York; New Distribution
Facility Planned in Savannah, Georgia

ONEIDA, N.Y. – July 26, 2006 – Oneida Ltd. today announced it will expand its presence in New York City to serve as its principal worldwide sales and marketing center. Oneida will keep its administrative and operating functions in Oneida, New York, the company’s home for more than a century, and relocate its east coast distribution center to a new facility in Savannah, Georgia. These changes, which are the result of an extensive review of Oneida’s operations, are designed to streamline the company’s business functions, strengthen customer relationships and gain further operating efficiencies.

“Upstate New York has been Oneida’s home for over a century, and I am pleased that we will keep a vibrant presence here,” said James E. Joseph, President of Oneida. “The people here on our operating team are outstanding in every way, and, most important, they embody the company’s culture and heritage – two elements that are vital to our growth.”

Oneida opened a new, state-of-the-art showroom in New York City last year, bringing the company closer to major customers and giving it a substantive presence in the nation’s leading center for retailing, culinary arts and design. As a result of this success, Oneida will increase its New York office to about 20 positions and consolidate its worldwide marketing activities there.

“Quite simply, New York is the right place for global brands that serve global customers. We will have a small team in New York but we expect it will have a big impact on customer satisfaction, merchandising and sales development,” Joseph continued.

Beginning early next year, Oneida will begin to relocate its distribution center from Oneida to a new, 500,000 square foot facility outside of Savannah, Georgia. By locating a distribution center near a major port, the move is expected to bring a significant reduction in freight costs. Oneida employs approximately 150 people at the center, and the company will offer job training, outplacement services and other assistance to employees affected by the relocation.

“We understand that this will have an impact on many people who have worked for Oneida for many years, and we are committed to helping them as best we can during this transition,” Joseph added.

Oneida’s administrative and operational functions total approximately 200 positions in finance, legal, logistics, customer service, design, human resources and information technology. These roles will remain in Oneida, New York, and the number of positions is expected to increase as the company grows.

About Oneida Incorporated in 1880, Oneida Ltd. is one of the world’s largest design, sourcing and distribution companies for stainless steel and silverplated flatware for both the consumer and foodservice industries. It is also the largest supplier of dinnerware to the foodservice industry in North America. Additional information about Oneida can be found at www.oneida.com.

Note on Forward-Looking Statements This press release includes forward-looking information and statements. These statements are based on current expectations, estimates and projections. These expectations, estimates and projections are generally identifiable by statements containing words such as “expects,” “believes,” “estimates,” “targets,” “plans” or similar expressions. However, there are many risks and uncertainties, many of which are beyond our control, that could cause our actual results to differ materially from the forward-looking information and statements made in this press release. For further information regarding risks and uncertainties associated with Oneida’s business, please refer to the "Management’s Discussion and Analysis of Financial Condition and Results of Operations" and “Risk Factors” sections of Oneida’s SEC filings, including, but not limited to, its annual report on Form 10-K and quarterly reports on Form 10-Q.

Contacts:	Gavin Anderson & Company
	Richard Mahony
	Tel: 212-515-1960