EXHIBIT 3.1

                                  2nd AMENDMENT
                                     TO THE
                           AMENDED & RESTATED BY-LAWS
                                       OF
                                   ONEIDA LTD.


         THIS 2nd AMENDMENT is made this 5th day of April 2005 by Oneida Ltd.
(the "Company").

                              W I T N E S S E T H:

         WHEREAS, the Company maintains the Amended and Restated Bylaws of
Oneida Ltd. (the "Bylaws"); and

         WHEREAS, Article X of the Bylaws confers authority to amend the Bylaws
on the Company's Board of Directors (the "Board"); and

         WHEREAS, the Board desires to amend the Bylaws to effect certain
changes to Article I relating to the Annual Meeting of Shareholders and to
Article III relating the minimum required number of Board members;

         NOW, THEREFORE, the Bylaws are amended as follows:

1. Effective April 5, 2005, Article I, Meetings of Shareholders, Section 1.02,
Annual Meeting, shall be revised to read as follows:

                  1.02 Annual Meeting. The annual meetings of shareholders shall
                  be held the last Wednesday in May of each year at 2:00 o'clock
                  in the afternoon or, if that day be a legal holiday, on the
                  next succeeding day not a legal holiday at 2:00 o'clock in the
                  afternoon, or such earlier or later date and/or time as may be
                  determined by the Board of Directors, for the election of
                  directors and the transaction of such other business as may
                  properly come before the meeting.

2. Subject to stockholder approval at the Company's May 25, 2005 Annual Meeting
of Stockholders, Article III, Directors, Section 3.01, Number, Qualification and
Term of Office, shall be revised to read as follows:

                  3.01 Number, Qualification and Term of Office. The number of
                  directors, each of whom shall be at least 21 years of age,
                  shall not be less than 5 nor more than 15, the exact








                  number to be determined from time to time by resolution
                  adopted by a majority of the entire Board of Directors, and
                  such exact number shall be 14 until otherwise determined by
                  resolution adopted by a majority of the entire Board of
                  Directors. The directors shall be elected as provided by the
                  By-Laws at the annual meeting of shareholders and shall hold
                  office until their respective successors shall have been
                  elected and qualified.


         IN WITNESS WHEREOF, the Board has caused this Amendment to be adopted
this 5th day of April 2005.


         ONEIDA LTD.


By: /s/ PETER J. KALLET
    -------------------
         Chairman
Date:    April 5, 2005