ONEIDA LTD
11-K, 2000-06-30
JEWELRY, SILVERWARE & PLATED WARE
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                                 UNITED STATES
                        SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                          ______________________________

                                   FORM 11-K
                          ______________________________


[X]      Annual Report pursuant to section 15(d) of the Securities Exchange Act
         of 1934 for the fiscal year ended December 31, 1999.

                                      or

[ ]      Transitional Report pursuant to section 15(d) of the Securities
         Exchange Act of 1934 for the transition period from _________
         to __________.


                                    1-5452
                          (Commission File Number)


                   ONEIDA SILVERSMITHS 401(K) SAVINGS PLAN
                 Full title of the plan and the address of
         the plan, if different from that of the issuer named below


                                     ONEIDA LTD.
                              163-181 Kenwood Avenue
                              Oneida, New York 13421
                                  (315) 361-3636
                 Name of issuer of the securities held pursuant to
            the plan and the address of its principal executive office:

<PAGE>

                   ONEIDA SILVERSMITHS 401(k) SAVINGS PLAN
                           FINANCIAL STATEMENTS

                        DECEMBER 31, 1999 and 1998

                                INDEX

Report of Independent Accountants

Financial Statements:

    Statements of Net Assets

    Statements of Changes in Net Assets

    Notes to Financial Statements

Schedules:

    Schedule of Assets Held for Investment Purposes at the End of the Year

<PAGE>

                REPORT OF INDEPENDENT ACCOUNTANTS

To the Trustees, Administrative Committee
and Participants of the Oneida
Silversmiths 401(k) Savings Plan


In our opinion, the accompanying statements of net assets available for
benefits and the related statements of changes in net available for benefits
present fairly, in all material respects, the net assets available for
benefits of the Oneida Silversmiths 401(k) Savings Plan (the "Plan") at
December 31, 1999 and 1998, and the changes in net assets available for
benefits for the years then ended in conformity with accounting principles
generally accepted in the United States. These financial statements are the
responsibility of the Plan's management; our responsibility is to  express
an opinion on these financial statements based on our audits. We conducted
our audits of these statements in accordance with auditing standards
generally accepted in the United States, which require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining,
on a test basis, evidence supporting the amounts and disclosures in the
financial statements, assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation.  We believe that our audits provide a reasonable basis
for our opinion expressed above.

Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole.  The  supplemental schedule of assets
held for investment purposes is presented for the purpose of additional
analysis and is not a required part of the basic financial statements but is
supplementary information required by the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974. The fund information in the statements of net assets
available for benefits and changes in net assets available for benefits is
presented for purposes of additional analysis rather than to present the net
assets available for benefits and the changes in net assets available for
benefits of each fund. The supplemental schedule and fund information are the
responsibility of the Plan's management. The supplemental schedule and fund
information has been subjected to the auditing procedures applied in the
audits of the basic financial statements and, in our opinion, are fairly
stated in all material respects in relation to the financial statements taken
as a whole.

The supplemental schedule of assets held for investment purposes does not
disclose the historical cost of Plan assets held. Discloser of this
information is required by the Department of Labor's Rules and Regulations
for Reporting and Disclosure under the Employee Retirement Security Act of 1974.

/s/ PRICEWATERHOUSECOOPERS LLP
Syracuse, New York
June 23, 2000

<PAGE>
                         ONEIDA SILVERSMITHS 401(K) SAVINGS PLAN
                          STATEMENT OF NET ASSETS AVAILABLE FOR
                   BENEFITS, WITH FUND INFORMATION AS OF DECEMBER 31, 1999

<TABLE>
<CAPTION>

                         Intermediate       Income         Managed
                          Bond Fund          Fund         Income Fund
<S>                          <C>             <C>            <C>
Investments..........    $ 2,209,748     $ 294,156       $ 7,264,483

Loans................
                         -----------     ---------       -----------
Net assets available
for benefits.........    $ 2,209,748     $ 294,156       $ 7,264,483
                         ===========     =========       ===========
</TABLE>
<PAGE>

                         ONEIDA SILVERSMITHS 401(K) SAVING PLAN
                       STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS,
                         WITH FUND INFORMATION AS OF DECEMBER 31, 1999

 ...Continued

<TABLE>
<CAPTION>
                           Retirement           Equity          Growth
                        Government Money       Income Fund     & Income Fund
                          Market Fund
<S>                          <C>                  <C>              <C>
Investments..........    $ 2,924,800           $ 12,394,282      $ 1,721,617

Loans................
                         ------------          ------------      -----------
Net assets available
for benefits.........    $ 2,924,800           $ 12,394,282      $ 1,721,617
                         ===========           ============      ===========
</TABLE>
<PAGE>

                    ONEIDA SILVERSMITHS 401(K) SAVINGS PLAN
                  STATEMENT OF NET ASSETS AVAILABLE FRO BENEFITS,
                   WITH FUND INFORMATION AS OF DECEMBER 31, 1999

 ...Continued

<TABLE>
<CAPTION>
                          Magellan       Growth    U.S. Equity     Intl
                            Fund          Fund        Fund         Fund
<S>                         <C>           <C>         <C>         <C>
Investments..........  $ 23,234,429   $ 2,009,274 $ 6,839,785  $ 1,830,639

Loans................
                       ------------   ----------- -----------  -----------

Net assets available
for benefits.........  $ 23,234,429   $ 2,009,274 $ 6,839,785   $ 1,830,639
                       ============   =========== ===========   ===========
</TABLE>
<PAGE>

                     ONEIDA SILVERSMITHS 401(K) SAVING PLAN
                STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS,
                  WITH FUND INFORMATION AS OF DECEMBER 31, 1999

 ...Continued

<TABLE>
<CAPTION>
                           Market        Loan     Oneida LTD.
                           Index         Fund       Stock          Total
<S>                         <C>          <C>         <C>            <C>
Investments..........    $ 148,305                $ 66,730     $ 60,938,248

Loans................                $ 2,087,304                  2,087,304
                         ---------   -----------  --------     ------------

Net assets available
for benefits.........    $ 148,305   $ 2,087,304  $ 66,730     $ 63,025,552
                         =========   ===========  ========     ============
</TABLE>
<PAGE>

                          ONEIDA SILVERSMITHS 401(K) SAVINGS PLAN
                           STATEMENT OF NET ASSETS AVAILABLE FOR
                     BENEFITS, WITH FUND INFORMATION AS OF DECEMBER 31, 1998

<TABLE>
<CAPTION>
                        Intermediate      Income       Managed
                         Bond Fund         Fund      Income Fund
<S>                         <C>            <C>          <C>
Investment........... $ 2,450,811       $ 216,469    $ 7,996,892

Loans................
                      -----------       ---------    -----------

Net assets available
for benefits......... $ 2,450,811       $ 216,469    $ 7,996,892
                            ===========       =========    ===========
</TABLE>
<PAGE>

                        ONEIDA SILVERSMITHS 401(K) SAVINGS PLAN
                     STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS,
                      WITH FUND INFORMATION AS OF DECEMBER 31, 1998

 ...Continued

<TABLE>
<CAPTION>
                       Retirement
                     Government Money        Equity          Growth &
                       Market Fund       Income Fund      Income Fund
<S>                      <C>                <C>              <C>
Investments.......... $ 2,857,468        $ 13,009,223     $ 1,204,918

Loan.................
                      -----------        ------------     -----------
Net assets available
for benefits......... $ 2,857,468        $ 13,009,223     $ 1,204,918
                      ===========        ============     ===========
</TABLE>
<PAGE>

                      ONEIDA SILVERSMITHS 401(K) SAVINGS PLAN
                   STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS,
                    WITH FUND INFORMATION AS OF DECEMBER 31, 1998

 ...Continued

<TABLE>
<CAPTION>
                         Magellan      Growth     U.S. Equity     Intl
                          Fund          Fund      Index Fund      Fund
<S>                        <C>          <C>          <C>          <C>
Investments.......... $ 19,162,575   $ 859,958   $ 5,815,897   $ 737,719

Loans................
                      ------------   ---------   -----------   ---------
Net assets available
for benefits......... $ 19,162,575   $ 859,958   $ 5,815,897   $ 737,719
                      ============   =========   ===========   =========
</TABLE>
<PAGE>

                         ONEIDA SILVERSMITHS 401(K) SAVINGS PLAN
                     STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS,
                      WITH FUND INFORMATION AS OF DECEMBER 31, 1998

 ...Continued

<TABLE>
<CAPTION>
                                Market              Loan
                                Index               Fund               Total
<S>                              <C>                <C>                <C>
Investments..........        $    47,707                             $54,359,637

Loans................                            $ 2,218,409         $ 2,218,409
                             -----------         -----------         -----------
Net assets available
for benefits.........        $    47,707         $ 2,218,409         $56,578,046
                             ===========         ===========         ===========
</TABLE>
<PAGE>

                     ONEIDA SILVERSMITHS 401(k) SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION
                             AS OF DECEMBER 31, 1999

<TABLE>
<CAPTION>

                                                         Retirement
                         Intermediate   Income  Managed  Government   Equity
                          Bond Fund      Funds   Income  Money Fund   Income
                                                                       Fund
<S>                         <C>         <C>        <C>       <C>        <C>
Employee contributions  $  253,160   $ 13,456   $625,250   $393,032    $908,260

Employer contributions          89         28        326        714         197

Transfers among funds     (109,101)   258,299   (211,566)    88,173    (806,436)

Net Appreciation in fair
value of investments      (120,386)   (12,149)                         (374,958)

Interest and dividend
Income                     141,456     16,693    415,523    144,033   1,294,432

Loan interest income

Administrative expenses       (742)               (2,733)    (2,040)     (2,926)

Forfeitures                                       (1,288)    17,828      (1,326)

Distribution to
participants              (405,539)  (198,640) (1,557,923)  (574,408)(1,632,184)
                           -----------------------------------------------------
Increase in net assets
during the year           (241,062)    77,687   (732,409)    67,332    (614,941)

Net assets available for
Benefits, beg. of year   2,450,811    216,469  7,996,892  2,857,468  13,009,223
                        --------------------------------------------------------
Net assets available for
Benefits, end of year   $2,209,748   $294,156 $7,264,483 $2,924,800 $12,934,282
                        ========================================================
</TABLE>
<PAGE>

                     ONEIDA SILVERSMITHS 401(k) SAVINGS PLAN
                   STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS,
                        WITH FUND INFORMATION AS OF DECEMBER 31, 1999

 ...Continued

<TABLE>
<CAPTION>

                         Growth &     Magellan  Growth  US Equity     Int'l
                        Income Fund     Fund    Fund    Index Fund    Fund
<S>                        <C>          <C>      <C>        <C>        <C>
Employee contributions    $214,061 $1,736,127   $174,611   $523,470    $130,147

Employer contributions         184      1,237        391        204         108

Transfers among funds      301,045    329,733    761,774    105,909     426,701

Net Appreciation in fair
value of investments       136,051  2,590,790    308,459  1,086,646     581,146

Interest and dividend
income                     109,646  1,991,230    121,005    117,132      33,355

Loan interest income

Administrative expenses       (303)    (6,243)      (540)    (1,114)       (140)

Forfeitures                   (493)    (9,606)    (2,227)    (2,492)       (395)

Distributions to
participants              (243,492) (2,561,414)  (214,157)  (805,867)   (78,001)

                          -----------------------------------------------------
Increase in net assets
during the year            516,699  4,071,854  1,149,315  1,023,888   1,092,919

Net assets available for
Benefits, beg. of year   1,204,918 19,162,575    859,958  5,815,897     737,719
                         -----------------------------------------------------
Net assets available for
Benefits, end of year   $1,721,617 $23,234,429 $2,009,274 $6,839,785  $1,830,639

                        ========================================================
</TABLE>
<PAGE>

                     ONEIDA SILVERSMITHS 401(k) SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION
                             AS OF DECEMBER 31, 1999

 ...Continued

<TABLE>
<CAPTION>
                         Market         Loan     Oneida Ltd.
                          Index         Fund       Stock      Total
<S>                        <C>          <C>        <C>        <C>
Employee contributions     $11,026                   $883   $4,983,484

Employer contributions                                           3,479

Transfers among funds       66,691 $(1,281,447)    70,225

Net Appreciation in fair
value of investments        21,262                 (4,661)   4,212,201

Interest and dividend
income                       2,597                    283     4,387,384

Loan interest income                   185,076                  185,076

Administrative expenses        (12)                               (16,793)

Forfeitures

Distributions to
participants                  (965)    965,265              (7,307,324)
                          --------------------------------------------
Increase in net assets
during the year            100,599    (131,106)    66,730    6,447,506

Net assets available for
Benefits, beg. of year      47,707   2,218,409              56,758,046
                          --------------------------------------------
Net assets available for
Benefits, end of year     $148,305  $2,087,304    $66,730  $63,025,552
                          ============================================
</TABLE>
<PAGE>

                     ONEIDA SILVERSMITHS 401(k) SAVINGS PLAN
STATEMENT OF CHANGES IN  NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND
INFORMATION
                             AS OF DECEMBER 31, 1998

<TABLE>
<CAPTION>

                                                         Retirement
                         Intermediate   Income  Managed  Government   Equity
                          Bond Fund      Funds   Income  Money Fund   Income
                                                                       Fund
<S>                         <C>         <C>       <C>        <C>       <C>
Employee contributions  $  321,873   $ 16,214   $797,200   $571,528  $1,291,796

Employer contributions      55,503      2,239    159,380     90,041     172 774

Transfers among funds      (56,617)   264,319    226,978     70,243    (764,166)

Net Appreciation in fair
value of investments        21,715     (1,720)                          686,329

Interest and dividend
income                     140,047     13,661    421,895    144,140     729,373

Loan interest income

Administrative expenses       (645)       (26)    (2,893)    (1,626)     (2,511)

Forfeitures                   (396)                 (271)     3,410         401

Distribution to
participants              (116,069)  (141,577)  (621,988)  (522,121)   (555,172)
                           -----------------------------------------------------
Increase in net assets
during the year            365,411    153,110    980,301    355,615   1,558,824

Net assets available for
Benefits, beg.of year    2,085,400     63,359  7,016,591  2,501,853  11,450,399
                        --------------------------------------------------------
Net assets available for
Benefits, end of year   $2,450,811   $216,469 $7,996,892 $2,857,468 $13,009,223
                        ========================================================
</TABLE>
<PAGE>

                     ONEIDA SILVERSMITHS 401(k) SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION
                             AS OF DECEMBER 31, 1998

 ...Continued

<TABLE>
<CAPTION>

                         Growth &     Magellan  Growth  US Equity     Int'l
                        Income Fund     Fund    Fund    Index Fund    Fund
<S>                        <C>         <C>      <C>        <C>          <C>
Employee contributions    $209,994 $1,908,583   $149,008   $760,969    $127,671

Employer contributions      26,481    326,172     22,961     78,574      13,028

Transfers among funds      539,196    262,612    281,293    161,609     282,912

Net Appreciation in fair
value of investments        71,902  3,771,324     41,579  1,088,484      60,632

Interest and dividend
income                      47,780    869,935     40,498    105,302       6,950

Loan interest income

Administrative expenses       (470)    (4,727)      (205)      (768)       (162)

Forfeitures                            (2,191)                 (953)

Distributions to
participants               (67,720)  (852,592)   (15,707)  (202,103)    (11,953)

                           -----------------------------------------------------
Increase in net assets
during the year            827,163  6,279,116    519,427  1,991,114     479,078

Net assets available for
Benefits, beg. of year     377,755 12,883,459    340,531  3,824,783     258,641
                         -------------------------------------------------------
Net assets available for
Benefits, end of year   $1,204,918 $19,162,575   $859,958 $5,815,897    $737,719
                        ========================================================
</TABLE>
<PAGE>

                     ONEIDA SILVERSMITHS 401(k) SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION
                             AS OF DECEMBER 31, 1998

 ...Continued

<TABLE>
<CAPTION>

                         Market         Loan
                          Index         Fund        Total
<S>                        <C>          <C>         <C>
Employee contributions     $10,502               $6,165,338

Employer contributions         600                  947,753

Transfers among funds       30,031 $(1,298,410)

Net Appreciation in fair
value of investments         6,082                5,746,327

Interest and dividend
income                         504                2,520,085

Loan interest income                   209,488      209 488

Administrative expenses        (12)                 (14,045)

Forfeitures

Distributions to
participants                         1,282,485   (1,824,517)
                         -----------------------------------
Increase in net assets
during the year             47,707      193,563   13,750,429

Net assets available for
Benefits, beg. of year                2,024,846   42,827,617
                         -----------------------------------
Net assets available for
Benefits, end of year      $47,707  $2,218,409  $56,578,046
                         ===================================
</TABLE>
<PAGE>

                      ONEIDA SILVERSMITHS 401(k) SAVINGS PLAN
                         NOTES TO FINANCIAL STATEMENTS

1.   Summary of Significant Accounting Policies

     The financial statements for the Oneida Silversmiths 401(k)
     Savings Plan (the "Plan") have been prepared on the accrual
     basis of accounting.  The accounting principles and practices
     which affect the more significant elements of the financial
     statements are:

     Investments - Investments are carried at fair value based
     upon  quoted market prices in active markets at year end.
     Income  from investments is recorded on an accrual basis.
     The  Plan  presents in the statement of  changes  in  net
     assets  the net appreciation or depreciation in the  fair
     value  of  its investments which consists of the realized
     gains  or  losses  and  the  unrealized  appreciation  or
     depreciation on those investments.

     Loans  Receivable  -  Loans receivable from  participants
     are carried at cost which approximates fair value.

     Contributions  -  Contributions  from  Oneida  Ltd.  (the
     "Company") to the Plan are discretionary.

     Administrative  Costs  -  Various  administrative  costs,
     principally  administrator's  fees,  are  paid   by   the
     Company.

     Use   of   Estimates  -  The  preparation  of   financial
     statements   in   conformity  with   generally   accepted
     accounting   principles  requires  management   to   make
     significant  estimates and assumptions  that  affect  the
     reported amounts of net assets available for benefits and
     disclosures of contingent assets and liabilities  at  the
     date of the financial statements and the reported amounts
     of additions to and deductions from net assets during the
     reporting period.  Actual results could differ from those
     estimates.

     Risks  and Uncertainties - The Plan provides for  various
     investment  options in any combination of stocks,  bonds,
     fixed   income  securities,  mutual  funds,   and   other
     investment securities.  Investment securities are exposed
     to  various  risks,  such as interest  rate,  market  and
     credit.  Due to the level of risk associated with certain
     investment   securities  and  the  level  of  uncertainty
     related to changes in the value of investment securities,
     it  is at least reasonably possible that changes in risks
     in  the  near  term would materially affect participants'
     account  balances  and  the  amounts  reported   in   the
     statement  of net assets available for plan benefits  and
     the statement of changes in net assets available for plan
     benefits.

<PAGE>

                      ONEIDA SILVERSMITHS 401(k) SAVINGS PLAN
                         NOTES TO FINANCIAL STATEMENTS

2.   Description of the Plan

    The  Plan  is  a  defined contribution  plan  principally
     comprised  of  employee  payroll  withholdings,  deferred
     bonuses,   and  employer  contributions.   All  full-time
     employees of Oneida Silversmiths, Kenwood Silver Company,
     Oneida  Distribution Services, Inc. (ODSI),  and  Buffalo
     China,  Inc. non-union employees are eligible  after  six
     months  service, while non-bargaining unit employees  are
     eligible  after 1,000 hours of service within a  calendar
     year  or within the first year of service.  The Plan also
     has   established   criteria   for   redistribution    of
     forfeitures,  normal,  early and  disability  retirement,
     death benefits and withdrawals of voluntary contributions
     under approved financial hardship cases.

     After  5 vesting years of service, participants are fully
     vested  in  any employer contributions to their accounts, as
     well  as earnings thereon.  A vesting year of service is
     any  year in which the employee works 1,000  or  more hours.
     Participants are always fully  vested  in  their
     contributions  to  the  Plan and  any  earnings  thereon.
     Forfeited   employer  contributions  are   allocated   to
     participants' Employee's Stock Ownership Plan ("ESOP")
     accounts according to that Plan's allocation methodology.

     Voluntary  participant contributions  are  allowed  to  a
     maximum  of  fifteen percent (15%) of  the  participants'
     gross  compensation for the plan year on a pre-tax basis.
     Internal Revenue Service regulations permitted a  maximum
     pre-tax contribution of $10,000 during 1999.

     The  Plan  allows participants to borrow  amounts  up  to
     $50,000  from  their  accounts.   Participant  loans  are
     repayable  over  one to five years, or longer  if  for  a
     primary residence, and bear interest at prime plus 1%.

     While the Company anticipates and believes that the  Plan
     will   continue,  the  Company  reserves  the  right   to
     discontinue  contributions or terminate the Plan  at  any
     time.   Upon  termination,  and  after  payment  of   all
     expenses,  the assets of the Plan will be distributed  to
     participants based upon amounts standing to their  credit as
     of the date of liquidation.

     Plan assets include accounts of terminated employees  who
     have  elected  not to remain in the plan.   These  assets
     amounted  to approximately $3,925,632 at December 31,  1999
     and $888,397 at December 31, 1998.

3.   Tax Status

     The Internal Revenue Service has determined and informed the
     Company by a letter dated September 19, 1995,  that the
     Plan  and related trust are designed in  accordance with
     applicable sections of the Internal  Revenue  Code (IRC).

4.   Investments

     Investments are held within various Fidelity mutual funds
     as  directed  by  the  participants.   While  some  funds
     maintain  constant net asset values, neither  income  nor
     principal is guaranteed for any investments. Participants
     may make transfers between funds at any time.

     Participants  may  direct  funds  in  any  whole  percent
     increment to the following investment vehicles offered by
     the Plan:

<PAGE>

                      ONEIDA SILVERSMITHS 401(k) SAVINGS PLAN
                         NOTES TO FINANCIAL STATEMENTS

4.   Investments (Cont'd)

     Intermediate Bond Fund - Principal is invested in one of
     four fixed income  obligation funds which primarily invest
     in short-term money market obligations and intermediate or
     longer-term corporate and government bonds.

     Income Fund - Principal is invested in one of nine  funds
     which  primarily invest in domestic bonds and  government
     securities.  This fund seeks income.

     Managed Income Fund - Principal is invested in short  and
     long-term    unallocated   insurance   contracts,    bank
     investment contracts and other equivalent instruments.

     Retirement  Government  Money Market  Fund  -  Investment
     principal is invested in government securities.

     Equity  Income Fund - Principal is invested in  at  least
     80% of common or preferred stock of companies that have a
     proven dividend paying record.  The fund also invests  in
     convertible  securities,  corporate  bonds  and  treasury
     bonds.    This   fund  seeks  both  income  and   capital
     appreciation.

     Growth and Income Fund - Principal is invested in one  of
     thirteen  funds  which  primarily  invest  in  stock   of
     domestic  and foreign companies.  This fund also  invests
     in convertible securities and debt securities.  This fund
     seeks both income and capital appreciation.

     Magellan Fund -  Principal is invested in common  stocks
     and   convertible   securities  of  U.S.   and   foreign
     companies.    In  selecting  companies  for  investment,
     secondary  emphasis is placed on dividend  yield.   This
     fund seeks capital appreciation.

     U.S.  Equity Index Fund - Principal is invested in  U.S.
     stocks as represented in the S & P 500.

     Growth  Fund - Principal is invested in one of  nineteen
     funds  which  primarily invest in equity  securities  of
     domestic and foreign companies.  This fund also  invests in
     debt   securities.    This   fund   seeks   capital
     appreciation.

     International  Fund - Principal is invested  in  one  of
     sixteen   funds   which  primarily  invest   in   equity
     securities of foreign companies.  This fund also invests
     in  debt  securities  of foreign companies.   This  fund
     seeks capital appreciation.

     Spartan   Market  Index  -  Principle  is  invested   in
     companies  that make up the Standard & Poors 500  Index.
     The   fund  seeks  to  duplicate  the  composition   and
     performance of the Index.

     Oneida Ltd. Stock  -  Principle is invested in common stock
     of Oneida Ltd. This fund seeks capital appreciation.

<PAGE>

Oneida Silversmiths
401(k) Savings Plan
Schedule of Assets Held for Investment Purposes at End of Year

<TABLE>
<CAPTION>
                                   Share Balance        Price      Market Value
Fund                               at 12/31/99       at 12/31/99    at 12/31/99
<S>                                    <C>               <C>            <C>
Fidelity Cash Reserves                 1,521            $ 1.00    $  1 ,521.03
Retrmt Money Mkt Portfolio           120,930              1.00      120,929.82
Capital & Income                           0              0.00            0.00
GNMA                                     657             10.36        6,807.56
Gov't Securities Fund                    221              9.35        2,069.55
Institutional Short In Gov't Fund        424              9.07        3,845.80
Investment Grade Bond Fund             1,816              6.89       12,514.59
US Bond Index Fund                     3,290             10.19       33,525.26
PIMCO Total Return Fund               11,408              9.90      112,942.09

  Total Fidelity Income Fund                                        294,155.69

Balanced Fund                          3,865             15.36       59,364.93
Convertible Securities                    24             24.28          574.51
Equity Income II                       3,097             27.37       84,759.33
Fidelity Fund                          1,908             42.61       81,279.00
Fidelity Asset Manager                   355             18.38        6,526.83
Fidelity Asset Manager-Income              0              0.00            0.00
Freedom Income Fund                    1,506             11.33       17,068.04
Freedom 2000 Fund                     14,973             12.99      194,496.39
Freedom 2010 Fund                     40,886             14.87      607,970.39
Freedom 2020 Fund                     33,355             16.38      546,362.30
Growth & Income Portfolio                908             47.16       42,829.39
Puritain Fund                          2,992             19.03       56,946.53
Real Estate Investment Fund              401             14.70        5,898.74
Utilities Fund                           681             25.77       17,540.56

  Total Fidelity Growth & Income Fund                             1,721,616.95

Blue Chip                              5,457             60.11      328,038.00
Capital Appreciation                   2,318             29.87       69,232.87
ContraFund                             2,412             60.02      144,751.31
Disciplined Equity                       6              30.51          190.17
Dividend Growth                        5,601             28.99      162,371.71
Emerging Growth                       13,029             59.63      776,930.18
Export & Multinational                     0              0.00            0.00
Fidelity Fifty                         1,831             22.81       41,774.37
Fidelity Asset Manager-Growth            234             19.67        4,603.25
Fidelity 2030 Fund                     9,717             16.88      164,030.69
Growth Company                           310             84.30       26,157.28
Large Cap-Stock                          577             21.57       12,442.01
Low-Priced Stock                       2,644             22.64       59,865.53
Mid-cap Stock                          2,056             21.87       44,975.13
OTC Portfolio                            450             67.97       30,592.69
Retirement Growth                        610             25.85       15,773.54
Small-Cap Selector                     2,880             16.09       46,335.66
Stock Selector                           235             32.00        7,514.62
Technoquant Growth Fund                    0              0.00            0.00
Trend Fund                               140             71.72       10,017.56
Value                                     86             43.81        3,778.00
N & B Genesis Trust                    2,847             21.04       59,889.24

  Total Fidelity Growth Funds                                     2,009,273.81

Canada                                   276             19.63        5,418.82
Diversified International                374             25.62        9,574.12
Emerging Markets                         882             12.02       10,601.65
Europe                                 1,011             37.47       37,889.18
Europe Capital Appreciation              250             21.46        5,374.16
Global Balances Fund                       0              0.00            0.00
International Growth & Income              0              0.00            0.00
International Value                      183             20.31        3,717.22
Janus Worldwide                       18,789             76.43    1,436,023.86
Japan                                  5,227             27.28      142,600.42
Latin America                          1,506             15.91       23,962.07
New Markets Income                     1,061             11.10       11,781.68
Overseas                                 152             48.01        7,303.23
Pacific Basin                          1,533             28.74       44,062.47
Southeast Asia                         4,544             16.43       74,664.18
Worldwide                                252             19.90        5,010.66
Templeton Foreign                      1,128             11.22       12,655.03

  Total Fidelity International Funds                              1,830,638.75

Magellan                             170,054           136.63    23,234,429.11
Retirement Gov't Money Market      2,924,800             1.00     2,924,800.11
Managed Income Portfolio           7,264,483             1.00     7,264,483.28
Spartan Market Index                   1,470           100.89       148,305.48
Spartan US Equity Index              131,307            52.09     6,839,783.77
Equity Income                        231,755            53.48    12,394,281.84
Loan                                                              2,087,304.59
Oneida LTD. Stock                      2,905            21.75        66,730.02

Intermediate Bond Fund               224,793             9.76     2,193,975.55
Fidelity Short Term Bond                 571             8.50         4,851.46
Fidelity International Bond            1,260             8.67        10,921.54
Fidelity United Kingdom                    0             0.00             0.00

   Total Intermediate Bond Fund                                   2,209,748.55

              Grand Total                                        63,025,551.94
</TABLE>
<PAGE>

                                   Signatures

Pursuant  to  the  requirements of the Securities Exchange  Act  of
1934, the Plan Administrator has duly caused this annual report  to be
signed  on  his  behalf  by  the  undersigned  hereunto   duly
authorized.


                                  ONEIDA SILVERSMITHS 401(K) SAVINGS PLAN

Dated:   June 30, 2000                 By: /s/ ROBERT J. HOULE
                                               Robert J. Houle
                                               Vice President, Human Resources
                                                             Oneida Ltd.



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