QUAKER OATS CO
10-Q/A, 1995-05-01
FOOD AND KINDRED PRODUCTS
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                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549
                                       
                                  FORM 10-Q/A
                                       
    X  Quarterly Report Pursuant to Section 13 or 15 (d) of the Securities
                             Exchange Act of 1934
                                       
               For the quarterly period ended December 31, 1994
                                       
    _  Transition Report Pursuant to Section 13 or 15 (d) of the Securities
                             Exchange Act of 1934
                                       
                  For the transition period from ____ to ____
                                       
                          Commission file number 1-12
                                       
                            THE QUAKER OATS COMPANY
                                       
            (Exact name of registrant as specified in its charter)
                                       
          New Jersey                          36-1655315

     (State or other jurisdiction of                        (I.R.S. Employer

     incorporation or organization)                    Identification No.)

                                       
Quaker Tower P.O. Box 049001 Chicago, Illinois                   60604-9001

(Address of principal executive office)           (Zip Code)

                                       
                                (312) 222-7111
                                       
             (Registrant's telephone number, including area code)
                                       
                                       
        Indicate by check mark whether the registrant:  (1) has filed all
     reports required to be filed by Section 13 or 15(d) of the Securities
   Exchange Act of 1934 during the preceding 12 months (or for such shorter
  period that the registrant was required to file for such reports), and (2)
      has been subject to such filing requirements for the past 90 days.
                                       
                                       
                           YES   XX         NO _____
                                       
                                       
      The number of shares of Common Stock, $5.00 par value, outstanding as
        of the close of business on January 31, 1995, was 133,779,503.
                                       


Part II, Item 5 of Form 10-Q as of December 31, 1994, filed with the SEC on
February 13, 1995 is hereby amended to read in its entirety:


Item 5    Other Information

       Note 7 in Part I is incorporated by reference herein.
                                       



                                  SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.




                            The Quaker Oats Company
                                 (Registrant)







Date  May 1, 1995             Thomas L. Gettings
                              Thomas L. Gettings
                              Vice President and
                              Corporate Controller




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