EXHIBIT 10(c)


                                                 August 1, 1996

    At a meeting of the Board of Directors held on July 31, 1996, the following
action was taken:

    WHEREAS, the Company has adopted the Oneida Ltd. 1987 Stock Option Plan
("Plan"); and,

    WHEREAS, the Company desires to amend the Plan to allow the purchase of
options by tendering previously acquired shares by attestation;

    NOW THEREFORE, upon motion duly made, seconded and adopted it is

    RESOLVED, the Board of Directors of the Company hereby authorizes an
amendment to the Plan, which shall be effective July 1, 1996. The Plan shall be
amended by adding the following language at the end of paragraph 6(f), "The
exchange of Common Stock of the Company previously acquired by the person may be
tendered by attestation, provided the optionee makes the attestation in a form
approved by the Committee"; and be it,

    FURTHER RESOLVED, that the appropriate officer or officers of the Company
be, and each of them is hereby authorized and directed to execute and deliver
such documents and take such other action as each of them may deem advisable to
carry out the intent and purpose of the foregoing resolution.


                                                 /s/ Catherine H. Suttmeier
                                                     Secretary