EXHIBIT 10(b)


             ONEIDA SILVERSMITHS DIVISION MANAGEMENT INCENTIVE PLAN


- -  Approximately  73  key Senior Executive, Senior  Managers  and Managers from
the Oneida Silversmiths Division participate in the Management Incentive Plan.
The eligibility criteria for the Plan are listed on the table below.

- -   Each executive and managers' incentive target payout is based upon his or
her location within the following three ranges:

            RANGE                 INCENTIVE TARGETS

    1.   Senior Executive         $30,000 - $90,000
    2.   Senior Manager           $20,000 - $30,000
    3.   Manager                  $ 6,000 - $20,000


- - The plan target for fiscal 2000 is:

    Measure                      Weighting                FY 2000 Goal
Operating Income                   100%                   $37,500,000

- -  A minimum of 50% of each executive and manager's target amount is paid if 50%
of the FY Goal is achieved. A maximum of 150%  of each executive and manager's
target amount is paid if 150% of the FY Goal is achieved.  Points in between are
determined arithmetically.

- - Division management, with the approval of the Corporate CEO and COO, has the
discretion to increase or decrease an  individual executive or manager's final
payout  based  upon   personal performance.

- -  The  Corporate CEO and COO have the authority  to  adjust  the calculation of
Operating Income in recognition of  extraordinary or non-recurring events or
because of changes  in  methods  of accounting during the fiscal year.

- - Executives and managers in the Management Incentive Plan do not participate in
Oneida Ltd.'s Profit Sharing Plan.

- -  The  fiscal  2000 management incentive will be paid  in  March 2000, and
participants must be on the active payroll on the  last day of the Fiscal Year
in order to receive payment. In the event of illness, death or retirement during
the fiscal  year,  the incentive will be paid on a pro-rata basis based on W-2
earnings  for that year.

             MANAGEMENT INCENTIVE PLAN  ELIGIBILITY


QUALIFICATIONS        REQUIRE 1000 HRS            MUST BE ON ACTIVE
                          AT WORK              PAYROLL LAST DAY OF FY
_________________________________________________________________
Active Employee:             YES                           YES
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Retiree:                     NO                            NO
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Active Employee dies
during FY:                   NO                            NO
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Active Employee disabled
during FY and dies before
end of FY:                   NO                            NO
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Active Employee on short-
term disability (less
than 6 mo.)                  YES, but*                     NO

*salary continuation counts as time worked
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Active Employee goes to
LTD during FY:               YES*                          NO

*if salary continuation + time worked = 6 months
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Disabled all year:           YES                           YES
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Workers' Comp:               NO                            NO
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