EXHIBIT 3.2

                 CERTIFICATE OF AMENDMENT OF THE CERTIFICATE OF
             INCORPORATION OF ONEIDA LTD. UNDER SECTION 805 OF THE
                            BUSINESS CORPORATION LAW


(1) The name of this corporation is and henceforth shall be Oneida Ltd. The name
under which it was originally formed was Oneida Community, Limited.

(2) Its Certificate of Incorporation was filed by the Department of State on the
20th day of November, 1880.

(3) The amendment effected by this Certificate of Amendment is as follows:

         (A) Article NINTH, SECTION 1 of the Certificate of Incorporation,
dealing with the Number, Election and Terms of Directors, is hereby amended,
subject to stockholder approval at the Company's May 25, 2005 Annual Meeting of
Stockholders, to read as follows:

          NINTH:

                  SECTION 1. Number, Election and Terms of Directors. The
          business and affairs of the Corporation shall be managed by a Board of
          Directors consisting of not less than five or more than fifteen
          persons. The exact number of directors within the minimum and maximum
          limitations specified in the preceding sentence shall be fixed from
          time to time by the Board of Directors pursuant to a resolution
          adopted by a majority of the entire Board of Directors. At the 1984
          Annual Meeting of Stockholders, the directors shall be divided into
          three classes, as nearly equal in number as possible, with the term of
          office of the first class to expire at the 1985 Annual Meeting of
          Stockholders, the term of office of the second class to expire at the
          1986 Annual Meeting of Stockholders and the term of office of the
          third class to expire at the 1987 Annual Meeting of Stockholders.
          Commencing with the 1985 Annual Meeting of Stockholders, directors
          elected to succeed those directors whose terms expire shall be elected
          for a term of office to expire at the third succeeding Annual Meeting
          of Stockholders after their election.

(4) The above and foregoing amendment to the Certificate of Incorporation was
authorized by vote of the Board of Directors on the 5th day of April 2005.

         IN WITNESS WHEREOF we hereunto sign our names and affirm that the
statements made herein are true under the penalties of perjury, this 5th day of
April 2005.










                              By: /s/ PETER J. KALLET
                                 ---------------------
                              Name: Peter J. Kallet
                              Title: Chairman

                              By: /s/ CATHERINE H. SUTTMEIER
                                  --------------------------
                              Name: Catherine H. Suttmeier
                              Title: Vice President, Secretary & General Counsel