QUAKER OATS CO
11-K, 1995-12-27
FOOD AND KINDRED PRODUCTS
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               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C.  20549
                                
                                
                                
                            FORM ll-K
                                
                                
                                
         Annual Report Pursuant to Section l5(d) of the
                 Securities Exchange Act of 1934
                                
                                
                                
                                
                                
             For the fiscal year ended June 30, 1995
                                
                                
                                
                   Commission file number 1-12
                                
                                
                                
       Full title of the Plan and the address of the Plan,
        if different from that of the issuer named below:
                                
                                

               The Quaker Stock Bonus Savings Plan
                                
                                
                                
Name of the issuer of the securities held pursuant to the Plan
and the address of its principal executive office:


                 The Quaker Oats Company
                 P.O. Box 049001
                 Chicago, Illinois 60604-9001
                   





Item 1.   See Item 4.

Item 2.   See Item 4.

Item 3.   See Item 4.

Item 4.   Financial Statements and Exhibits

    (a)   Financial Statements
                                
          The  Quaker Stock Bonus Savings Plan is subject to  the
          Employee  Retirement  Income  Security  Act   of   1974
          ("ERISA"),  and  the  report of Washington,  Pittman  &
          McKeever,  independent public accountants, as  prepared
          in accordance with the financial reporting requirements
          of  ERISA is attached hereto and incorporated into this
          report.

    (b)   Exhibit

          Consent of Independent Public Accountants - Washington,
          Pittman & McKeever.
                                
                                
                           SIGNATURES


The  Plan.   Pursuant  to  the  requirements  of  the  Securities
Exchange  Act of 1934, the administrators of the Plan  have  duly
caused  this  annual report to be signed on their behalf  by  the
undersigned hereunto duly authorized.


                              The Quaker Stock Bonus Savings Plan
                                       (Name of Plan)


                              ROBERT C. PENZKOVER
                              (Robert C. Penzkover)
                              Director-Employee Benefits


                              DENNIS M. CORRY
                              (Dennis M. Corry)
                              Manager-Benefit Plans


                              MELANIE PHEATT
                              (Melanie Pheatt)
                              Manager-Employee Benefits


Date: December 20, 1995


                                2



                    Exhibit Index

Exhibit                                          Paper (P) or
Number              Description                 Electronic (E)

  (a)               The Quaker Stock Bonus            E
                    Savings Plan Financial
                    Statements as of
                    June 30, 1995 and 1994

  (b)               Consent of Independent            E
                    Public Accountants







                                3






Exhibit (a)











                     THE QUAKER OATS COMPANY
                                
               THE QUAKER STOCK BONUS SAVINGS PLAN
                                
                      FINANCIAL STATEMENTS
                                
                  AS OF JUNE 30, 1995 AND 1994
                                
           TOGETHER WITH INDEPENDENT AUDITOR'S REPORT
                                
                                
                                
                                
                                
                                                                





                                4


                                
                                
                                
                                
                                
                                
                                
                                
                     THE QUAKER OATS COMPANY
                                
               THE QUAKER STOCK BONUS SAVINGS PLAN
                                
                  AS OF JUNE 30, 1995 AND 1994
                                
                                
                                
                                
                        TABLE OF CONTENTS
                                
                                
                                
                                
                                
                                                    PAGE
                                                      
                                                      
INDEPENDENT AUDITOR'S REPORT                           6
                                                      
STATEMENTS OF NET ASSETS AVAILABLE FOR                
 BENEFITS                                            7-8
                                                      
STATEMENTS OF CHANGES IN NET ASSETS                   
 AVAILABLE FOR BENEFITS                             9-10
                                                      
                                                      
NOTES TO FINANCIAL STATEMENTS                      11-16
                                                      
SCHEDULE OF ASSETS HELD FOR INVESTMENT                
 PURPOSES                                             17
                                                      
                                                      
SCHEDULE OF REPORTABLE TRANSACTIONS                   18
                                                      
CONSENT OF INDEPENDENT PUBLIC 
 ACCOUNTANTS                                          19
                                



                                5




Washington, Pittman & McKeever
Certified Public Accountants

819 South Wabash Avenue
Suite 600
Chicago, Illinois 60605
(312) 786-0330
FAX (312) 786-0323



                      INDEPENDENT AUDITOR'S REPORT


To The Plan Committee of
The Quaker Stock Bonus Savings Plan
of The Quaker Oats Company

We  have audited the accompanying Statements of Net Assets Available  for
Benefits of The Quaker Stock Bonus Savings Plan (the "Plan") as  of  June
30,  1995  and 1994, and the related Statement of Changes in  Net  Assets
Available  for  Benefits for the year ended June 30, 1995 and  the  three
months  ended  June  30,  1994.   These  financial  statements  are   the
responsibility  of  the  Plan's management.   Our  responsibility  is  to
express an opinion on the financial statements based on our audits.

We  conducted  our audits in accordance with generally accepted  auditing
standards.   Those standards require that we plan and perform the  audits
to obtain reasonable assurance about whether the financial statements are
free  of material misstatement.  An audit includes examining, on  a  test
basis,  evidence supporting the amounts and disclosures in the  financial
statements.   An audit also includes assessing the accounting  principles
used  and significant estimates made by management, as well as evaluating
the overall financial statement presentation.  We believe that our audits
provide a reasonable basis for our opinion.

In  our  opinion,  the  financial statements referred  to  above  present
fairly,  in all material respects, the net assets available for  benefits
of  the  Plan as of June 30, 1995 and 1994, and the changes  in  its  net
assets  available for benefits for the year ended June 30, 1995  and  the
three  months  ended June 30, 1994 in conformity with generally  accepted
accounting principles.

Our  audits were made for the purpose of forming an opinion on the  basic
financial  statements  taken as a whole.  The supplemental  Schedules  of
Assets  Held  for Investment Purposes and of Reportable Transactions  are
presented  for the purpose of additional analysis and are not a  required
part  of the basic financial statements but are supplementary information
required by the Department of Labor's Rules and Regulations for Reporting
Disclosure  under the Employee Retirement Income Security  Act  of  1974.
The supplemental schedules have been subjected to the auditing procedures
applied  in  the  audits of the basic financial statements  and,  in  our
opinion,  are fairly stated in all material respects in relation  to  the
basic financial statements taken as a whole.




                                           WASHINGTON, PITTMAN & McKEEVER

Chicago, Illinois
December 20, 1995
                                    

                                6



<TABLE>
<CAPTION>

                             THE QUAKER OATS COMPANY
                                        
                       THE QUAKER STOCK BONUS SAVINGS PLAN
                                        
                 STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
                                        
                               AS OF JUNE 30, 1995
                                        
                             (dollars in thousands)
                                        
                                        
                                             Union         Non-Union        Union        Non-Union                 
                                           (Non-ESOP)       (ESOP)      (Non-Sch. E)   (Schedule E)      Non-        
                                           Stock Bonus    Stock Bonus      PAYSOP         PAYSOP      Schedule E    Schedule E
                                             Quaker         Quaker         Quaker         Quaker         Money         Money
ASSETS                            Total    Stock Fund     Stock Fund     Stock Fund     Stock Fund    Market Fund   Market Fund
                                            
                                                 
<S>                            <C>         <C>           <C>             <C>            <C>            <C>             <C>
The Quaker Oats Company common                                                             
 stock, at market (1,846,659    $ 60,247    $ 7,921       $ 47,929        $ 1,084        $ 3,313        $   -           $   -
 shares, cost $50,388)                                                   
Collective Short-Term                                           
 Investment Fund                   1,594         66            643             40              6          171             668
Contributions receivable -           
 Employer                            348        336             12              -              -            -               -    
Dividends and interest               
 receivable                          528         69            417             10             29            -               3
Receivable for Quaker stock sold      15          -              -              5             10            -               -
                                                                                           
          Total assets            62,732      8,392         49,001          1,139          3,358          171             671
                                           
                                                                                           
LIABILITIES                                                                                
                                                                                           
Due to Employee                      436        386             47              -              -            1               2
Due to other plans                    71          -              -             71              -            -               -
Interfund (receivable) payable         -         (8)           (21)            13            (13)          13              16
                                                                                           
          Total liabilities          507        378             26             84            (13)          14              18
                                                                                           
NET ASSETS AVAILABLE FOR        $ 62,225    $ 8,014       $ 48,975        $ 1,055        $ 3,371        $ 157           $ 653
 BENEFITS                      

<FN>                                        
      See accompanying notes to financial statements and auditor's report.
                             
                                                        7                             
                                

<CAPTION>                             
                             THE QUAKER OATS COMPANY
                                        
                       THE QUAKER STOCK BONUS SAVINGS PLAN
                                        
                 STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
                                        
                         AS OF JUNE 30, 1994 (Restated)
                                        
                             (dollars in thousands)
                                        
                                        
                                                                                           
                                             Union         Non-Union        Union        Non-Union                 
                                           (Non-ESOP)       (ESOP)      (Non-Sch. E)   (Schedule E)      Non-        
                                           Stock Bonus    Stock Bonus      PAYSOP         PAYSOP      Schedule E    Schedule E
                                             Quaker         Quaker         Quaker         Quaker         Money         Money
ASSETS                            Total    Stock Fund     Stock Fund     Stock Fund     Stock Fund    Market Fund   Market Fund

<S>                            <C>         <C>            <C>             <C>           <C>             <C>          <C>
The Quaker Oats Company common                                                             
 stock, at market (1,786,884          
 shares, cost $47,123)          $ 62,334    $ 42,098       $ 15,398        $ 3,461       $ 1,377         $   -        $   -      
Collective Short-Term                   
 Investment Fund                     823          85             40              4             2           500          192
Contributions receivable -     
 Employer                            199         143             56              -             -             -            -
Contributions receivable -     
 Employee                            193         133             34              -             -            24            2
Dividends and interest                                                                     
 receivable                          472         317            117             26            10             2            -
                                                                                           
          Total assets            64,021      42,776         15,645          3,491         1,389           526          194
                                                                                           
LIABILITIES                                                                                
                                                                                           
Payable for Quaker stock       
 purchased                           344         295             49              -             -             -            -
Interfund payable (receivable)         -          66            (81)             -             -            26          (11)
                                                                                           
          Total liabilities          344         361            (32)             -             -            26          (11)
                                                                                           
NET ASSETS AVAILABLE FOR 
 BENEFITS                       $ 63,677    $ 42,415       $ 15,677        $ 3,491       $ 1,389         $ 500        $ 205
                                                           
<FN>                                        
      See accompanying notes to financial statements and auditor's report.
                                        
                                                        8



<CAPTION>                                        
                             THE QUAKER OATS COMPANY
                                        
                       THE QUAKER STOCK BONUS SAVINGS PLAN
                                        
            STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
                                        
                        FOR THE YEAR ENDED JUNE 30, 1995
                                        
                             (dollars in thousands)
                                        


                                             Union         Non-Union        Union        Non-Union                 
                                           (Non-ESOP)       (ESOP)      (Non-Sch. E)   (Schedule E)      Non-        
                                           Stock Bonus    Stock Bonus      PAYSOP         PAYSOP      Schedule E    Schedule E
                                             Quaker         Quaker         Quaker         Quaker         Money         Money
ASSETS                            Total    Stock Fund     Stock Fund     Stock Fund     Stock Fund    Market Fund   Market Fund
<S>                            <C>          <C>           <C>            <C>             <C>            <C>           <C>
Investment Income:                                                                         
  Dividends                     $  2,116     $   847       $  1,113       $   107         $    49        $   -         $   -
  Interest                            83          15             22             3               -           22            21
                                                                                           
     Total investment income       2,199         862          1,135           110              49           22            21
                                                                                           
Realized gain on The Quaker                                                            
 Oats Company common stock         1,202          50            995            34             123            -             -
Unrealized (loss) gain on The                                                              
 Quaker Oats Company common 
 stock                            (5,352)     (8,036)         3,142        (1,470)          1,012            -             -
Employee contributions             7,516       2,915          4,337             -               -          110           154
Employer contributions             2,550       1,501          1,049             -               -            -             -
Contributions from other plans        44          14             26            (2)              2            4             -
                                  
           Total additions         8,159      (2,694)        10,684        (1,328)          1,186          136           175
                                                                                           
Deductions                                                                                 
Distributions to participants      8,377       1,114          6,870            48             144           50           151
Dividends to participants          1,234           -          1,119             -             115            -             -
                                                                                           
           Total deductions        9,611       1,114          7,989            48             259           50           151
                                                                                           
(Decrease) increase in net assets (1,452)     (3,808)         2,695        (1,376)            927           86            24
                                 
Net assets available for          
 benefits, beginning of period    63,677      42,415         15,677         3,491           1,389          500           205
Interfund transfers, net               -     (30,593)        30,603        (1,060)          1,055         (429)          424
                                                                                           
Net assets available for
benefits, end of period         $ 62,225     $ 8,014       $ 48,975       $ 1,055         $ 3,371        $ 157         $ 653
<FN>                                        
      See accompanying notes to financial statements and auditor's report.
                             
                                                        9                             
                                


<CAPTION>                             
                             THE QUAKER OATS COMPANY
                                        
                       THE QUAKER STOCK BONUS SAVINGS PLAN
                                        
            STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
                                        
               FOR THE THREE MONTHS ENDED JUNE 30, 1994 (Restated)
                                        
                             (dollars in thousands)
                                             
                                             
                                             Union         Non-Union        Union        Non-Union                 
                                           (Non-ESOP)       (ESOP)      (Non-Sch. E)   (Schedule E)      Non-        
                                           Stock Bonus    Stock Bonus      PAYSOP         PAYSOP      Schedule E    Schedule E
                                             Quaker         Quaker         Quaker         Quaker         Money         Money
ASSETS                            Total    Stock Fund     Stock Fund     Stock Fund     Stock Fund    Market Fund   Market Fund
<S>                           <C>          <C>            <C>             <C>             <C>            <C>            <C>
Investment Income:                                                                         
  Dividends                    $    470     $    317       $    117        $    26         $    10        $    -         $   -
  Interest                            8            2              -              -               -             6             -
                                                                                           
     Total investment income        478          319            117             26              10             6             -
                                                                                           
Realized gain on The Quaker                                                            
 Oats Company common stock           24           24              -              -               -             -             -
Unrealized gain (loss) on
 The Quaker Oats Company 
 common stock                     5,532        6,365           (633)          (143)            (57)            -             -
Employee contributions            1,654        1,542             34              -               -            76             2
Employer contributions              741          685             56              -               -             -             -
Contributions from other plans    5,044            -              -          3,608           1,436             -             -
             Total Additions     13,473        8,935           (426)         3,491           1,389            82             2

                                                                                           
Deductions                                                                                 
Distributions to participants       745          724              -              -               -            21             -
                                                                                           
Increase (decrease) in 
 net assets                      12,728        8,211           (426)         3,491           1,389            61             2
                                                                                           
Net assets available for          
 benefits, beginning of period   50,949       50,292              -              -               -           657             -
Interfund transfers, net              -      (16,088)        16,103              -               -          (218)          203
                                                                                           
Net assets available for                  
 benefits, end of period       $ 63,677     $ 42,415       $ 15,677        $ 3,491         $ 1,389         $ 500         $ 205
<FN>                                        
      See accompanying notes to financial statements and auditor's report.
</TABLE>                                  
                                                        10



                       THE QUAKER OATS COMPANY
                                  
                 THE QUAKER STOCK BONUS SAVINGS PLAN
                                  
                    NOTES TO FINANCIAL STATEMENTS
                                  
                    AS OF JUNE 30, 1995 AND 1994
                                  

NOTE 1 - THE QUAKER STOCK BONUS SAVINGS PLAN

The following description of The Quaker Stock Bonus Savings Plan (the
"Plan") provides only general information.  Participants should refer
to  the  Plan agreement for a more complete description of the Plan's
provisions.

General

The  Plan  was adopted by The Quaker Oats Company (the "Company")  on
July  10,  1985, and became effective January 1, 1986, and  has  been
amended  several  times  since its adoption.   The  Plan  provides  a
program  under  which  eligible employees may  acquire  an  ownership
interest  in the Company and accumulate funds on a pre-tax basis  for
long-term retirement savings. Effective April 1, 1994, the Plan  year
end was changed from March 31 to June 30.  This change resulted in  a
three-month  stub  period  from April  1,  1994  to  June  30,  1994.
Hereafter, the Plan's fiscal year is July 1 to June 30.

The  Plan  is  subject  to the provisions of the Employee  Retirement
Income Security Act of 1974 (ERISA).  The Northern Trust Company acts
as   the  Plan  trustee  and  Hewitt  Associates  acts  as  the  Plan
administrator.  The Company pays all administrative expense  incurred
by the Plan.

Eligibility

The  Plan covers all employees of the Company who are included  in  a
group designated by the Board of Directors or the Executive Committee
and  have  completed one year of service prior to  January  1,  1986.
Other designated employees of the Company are eligible to participate
in the Plan on the first day of the month following the date on which
they complete one year of service.

Participants' Accounts

Participants in the Plan may invest in the Quaker Stock Fund  or  the
Money Market Fund.

The  Quaker  Stock  Fund  invests in common  stock  of  the  Company.
Effective  June  1,  1994, a portion of the Plan  was  designated  an
Employee Stock Ownership Plan ("ESOP"), within the meaning of section
4975(e)(7)  of  the  Internal  Revenue  Code.   An  ESOP  account  is
maintained  for  each  participant included  in  a  group  listed  on
Schedule  E  of the Plan.  Effective June 30, 1994, the Quaker  Stock
Sharing  Plan ("PAYSOP") was merged into the Plan and the net  assets
of   the   PAYSOP  were  transferred  into  the  Plan.   Such  assets
transferred  into  the  Plan  were separately  maintained  as  PAYSOP
accounts until June 30, 1995, at which time the PAYSOP accounts  were
merged  into the ESOP accounts.  Those participants who did not  have
ESOP  accounts had their PAYSOP accounts converted into special  ESOP
subaccounts.   A non-ESOP account is maintained for each participant,
consisting  of the portion of the participant's account that  is  not
included in an ESOP or PAYSOP account.

The Money Market Fund invests in short-term fixed-income securities.
                       
                                11


                       
                       THE QUAKER OATS COMPANY
                                  
                 THE QUAKER STOCK BONUS SAVINGS PLAN
                                  
                    NOTES TO FINANCIAL STATEMENTS
                                  
                    AS OF JUNE 30, 1995 AND 1994
                                  

NOTE 1 - THE QUAKER STOCK BONUS SAVINGS PLAN (Continued)

Contributions

The Plan allows participants to contribute one to fifteen percent  of
their  earnings,  depending upon their location, in whole  percentage
increments  to  the  Plan before Federal and most  state  withholding
taxes  are  computed.  Participants have the option to  change  their
investment election once a month.  Participants may elect  to  invest
their contributions in either the Quaker Stock Fund or the Short-Term
Investment   (Money  Market)  Fund.   The  Company   contributes   an
additional  50% of a participant's contributions to the Quaker  Stock
Fund  to  a  maximum  of  four percent of  a  participant's  eligible
earnings.  Once a year, participants have the option to transfer  all
or  a portion of their monies they have accumulated in the Short-Term
Investment Fund to the Quaker Stock Fund in multiples of 25%.  Once a
year,  participants who are at least age 59 1/2 or who become totally
and  permanently  disabled may transfer funds, in multiples  of  25%,
between the two funds.

Participants  may contribute to the Plan any portion of distributions
received from other qualified plans when the contributions qualify as
a tax-free roll-over.

Participants may elect to deposit excess funds from The  Quaker  Flex
Plan to the Plan.

Generally, all contributions are not subject to Federal income  taxes
until distributed to the participant or his beneficiary.

Distributions

All  dividends  received with respect to Company stock  held  on  the
record  date  a)  in  a  participant's ESOP  account,  and  b)  in  a
participant's PAYSOP account, if the employee's group  is  listed  on
Schedule E of the Plan, are distributed to participants no later than
90  days  after  the end of the Plan year in which the dividends  are
received.



                                12




                       THE QUAKER OATS COMPANY
                                  
                 THE QUAKER STOCK BONUS SAVINGS PLAN
                                  
                    NOTES TO FINANCIAL STATEMENTS
                                  
                    AS OF JUNE 30, 1995 AND 1994
                                  

NOTE 1 - THE QUAKER STOCK BONUS SAVINGS PLAN (Continued)

If  a  participant's employment with the Company is  terminated,  the
Plan  will  distribute the account balance to him or his beneficiary.
A  participant under age 55 at the time of termination of  employment
may  elect  to  defer  the  lump-sum distribution  or  the  start  of
installment payments until age 65.  A participant age 55 or older may
elect  to defer the lump-sum distribution or the start of installment
payments  until the participant attains age 70 1/2.  If a participant
terminates  employment,  attains age  65  in  a  Plan  year,  and  no
distribution or deferral election is received by the 15th  day  after
the end of the Plan year, an automatic lump-sum distribution will  be
made.  A participant may elect in writing to receive the distribution
in  one  of  the  following ways:  (a) in  a  lump  sum;  or  (b)  in
approximately  equal annual installments over a chosen  period.   The
period  chosen,  however, must be no longer than his life  expectancy
when  distributions begin as determined by Internal  Revenue  Service
(IRS)  regulations.  If the distribution is made through  installment
payments, a participant's remaining account balance will continue  to
be  adjusted  for  investment gains or losses.   If  a  participant's
account  value is $3,500 or less, an automatic lump-sum  distribution
will  be made as soon as practical after the end of the Plan year  in
which termination occurs.

A participant may elect in writing to receive all or a portion of his
account  if  he  is  at  least age 59 1/2 or if  he  is  totally  and
permanently disabled as determined by the Company with the advice  of
a  medical  doctor.   Additionally, a  participant  may  receive  the
portion of his account consisting of participant contributions  (and,
for  those not listed on Schedule E, excluding any amounts that  have
been  invested in the Quaker Stock Fund for less than two  full  Plan
years after the year in which they were invested) in the event  of  a
hardship.  "Hardship" means when funds are required for purchasing or
making  capital expenditures for a primary residence,  financing  the
post-secondary  education  of  a  participant  or   his   family   or
alleviating an immediate and substantial financial hardship.

Effective June 1, 1994, a participant may elect to withdraw a portion
of  his  ESOP  or  PAYSOP account if he: a) is an  employee;  b)  has
completed  at least ten years of service since becoming a participant
in  the ESOP (including years of participation in the PAYSOP prior to
June  30,  1994); and c) is at least age 55.  Generally,  the  annual
maximum  amount subject to this election is 25% of the  participant's
account balance, reduced by any amounts previously distributed  under
this provision.

The  Plan  may  be terminated at any time by action of the  Company's
Board  of Directors.  In the event of the Plan termination, the value
of  the  accounts  determined  as  of  the  effective  date  of  such
termination shall be paid to the participants, former participants or
their beneficiaries.


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Accounting

The  accompanying  financial statements have  been  prepared  on  the
accrual  basis of accounting.  Interest income is recorded as  earned
and dividend income is recorded as of the record date.
                       
                       
                                13                       
                                

                       
                       THE QUAKER OATS COMPANY
                                  
                 THE QUAKER STOCK BONUS SAVINGS PLAN
                                  
                    NOTES TO FINANCIAL STATEMENTS
                                  
                    AS OF JUNE 30, 1995 AND 1994
                                  
                       (dollars in thousands)
                                  

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (Continued)

Investment Valuation

Investments are included in the accompanying Statements of Net Assets
Available  for Benefits at fair market value.  Fair market  value  is
based on published market prices.

Security purchases and sales, including related gains and losses, are
recognized on the transaction trade date.  The realized gain or  loss
is  the difference between the proceeds received and the average cost
of  investments.  The unrealized gain or loss is the change from  the
preceding  year  between current value and the cost  of  investments.
Realized  and  unrealized  gains and  losses  are  reflected  in  the
Statement of Net Changes Available for Benefits.

Brokerage commissions increase the cost or decrease the sale proceeds
on the security transactions.


NOTE 3 - FEDERAL INCOME TAXES

The Plan obtained its latest determination letter on August 13, 1987,
in  which  the  IRS  stated that the Plan, as then designed,  was  in
compliance  with the applicable requirements of the Internal  Revenue
Code.   The  Plan has been amended since receiving the  determination
letter.   However,  the Plan administrator and the Plan  tax  counsel
believe that the Plan is currently being operated in compliance  with
the applicable requirements of the Internal Revenue Code.  Therefore,
they  believe that the Plan was qualified and tax-exempt as  of  June
30,  l995.   To  comply with the Tax Reform Act  of  1986,  the  Plan
administrator applied for a new tax determination letter on June  30,
1994.


NOTE 4 - REALIZED GAIN ON INVESTMENTS

The realized gain on Quaker stock was as follows:

                                      Year Ended       Three Months Ended
                                     June 30, 1995       June 30, 1994
                                                    
Proceeds from the sale/distribution  
 of Quaker stock                       $  5,724           $   139
Less: Cost of investments       
 sold/distributed                         4,522               115
                                                    
REALIZED GAIN ON INVESTMENTS           $  1,202           $    24
                       
                       
                                14                       
                       


                       THE QUAKER OATS COMPANY
                                  
                 THE QUAKER STOCK BONUS SAVINGS PLAN
                                  
                    NOTES TO FINANCIAL STATEMENTS
                                  
                    AS OF JUNE 30, 1995 AND 1994
                                  
                       (dollars in thousands)
                                  

NOTE 5 - UNREALIZED GAIN (LOSS) ON INVESTMENTS

The unrealized gain (loss) on Quaker stock was as follows:

                                         Year Ended      Three Months Ended
                                       June 30, 1995       June 30, 1994
                                                    
Unrealized gain, beginning of year        $ 15,211           $  9,679
Unrealized (loss) gain during the year      (5,352)             5,532

UNREALIZED GAIN, END OF YEAR              $  9,859           $ 15,211


NOTE 6 - CURRENT VALUE (LOSS) GAIN

Based on the "Current Value" reporting requirements of the Department
of  Labor  and  the IRS instructions for Form 5500, the net  realized
(loss) gain is calculated as the difference between proceeds received
and the fair market value of investments on the first day of the Plan
year or the acquisition date if purchased during the Plan year.   The
net  unrealized  (loss) gain is calculated as the difference  between
the  fair market value of investments at the end of the Plan year and
the  fair  market value at the beginning of the Plan year.   The  net
realized (loss) gain and net unrealized (loss) gain were as follows:
                              
                                              Year Ended   Three Months Ended
                                            June 30, 1995    June 30, 1994
                                          
                                                   
Net realized (loss) gain on investments        $    (17)        $ 2,207
Net unrealized (loss) gain on investments        (4,133)          3,349

Net (loss) gain in fair value of  
 investments                                   $ (4,150)        $ 5,556


NOTE 7 - PLAN MERGER

The  transferred net assets of the PAYSOP have been recognized in the
accounts  of  the  Plan.  The changes in net assets of  the  combined
plans  are included in the accompanying Statement of Changes  in  Net
Assets  Available  for  Benefits.  The investments  at  market,  when
transferred, were $5,044.


NOTE 8 - QUAKER COMMON STOCK SPLIT-UP

In  fiscal 1995, Quaker shareholders of record received an additional
share  of common stock for each share held, pursuant to a two-for-one
stock  split-up approved by the Board of Directors.   The  number  of
Quaker common stock shares have been retroactively restated.
                       
                                15                       
                                


                       THE QUAKER OATS COMPANY
                                  
                 THE QUAKER STOCK BONUS SAVINGS PLAN
                                  
                    NOTES TO FINANCIAL STATEMENTS
                                  
                    AS OF JUNE 30, 1995 AND 1994
                                  
                       (dollars in thousands)
                                  

NOTE 9 - RECONCILIATION OF THE FORM 5500 TO THE FINANCIAL STATEMENTS

The  following  is  a  reconciliation of  net  assets  available  for
benefits per the Form 5500 to the financial statements as of June 30:

                                                         1995         1994
                                                     
Net assets available for benefits per the Form 5500    $ 58,403    $ 63,200
Add: Distributions payable to participants                3,822         477
                                                     
NET ASSETS AVAILABLE FOR BENEFITS PER 
 THE FINANCIAL STATEMENTS                              $ 62,225    $ 63,677

The  following  is a reconciliation of benefits paid to  participants
per the Form 5500 to the financial statements:

                                            Year Ended   Three Months Ended
                                          June 30, 1995     June 30, 1994
                                         
                                                   
Distributions to participants per the 
 Form 5500                                  $ 11,722            $ 828

Add:  Distributions payable,  
      beginning of year                          477              394
      
Less: Distributions payable, end of year       3,822              477

                                                   
DISTRIBUTIONS TO PARTICIPANTS PER THE              
 FINANCIAL STATEMENTS                       $  8,377            $ 745


NOTE 10 - RESTATEMENT OF PRIOR FINANCIAL STATEMENTS

The June 30, 1994 financial statements have been restated in order to
conform  with the 1995 format and classifications, and are  presented
for  comparison purposes.  In the past, unpaid distributions at  year
end  were  reported as a liability on the Statements  of  Net  Assets
Available for Benefits.  This amount was also reported as a component
of  distributions to participants on the Statements of Changes in Net
Assets   Available   for   Benefits.   The   liability   for   unpaid
distributions  is  now disclosed in the notes to the  1995  financial
statements (see Note 9).

The  effect of the restatement was to increase the 1994 beginning net
assets  available  for  plan benefits by $394  and  to  decrease  the
distributions  to participants by $83 in 1994.  Net assets  available
for plan benefits at June 30, 1994 increased by $477 after adjustment
of  the  1994  beginning net assets available for  benefits  for  the
effects of restatement on prior years.
                                  

                                16




                       THE QUAKER OATS COMPANY
                                  
                 THE QUAKER STOCK BONUS SAVINGS PLAN
                                  
FORM 5500 ITEM 27A - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
                                  
                         AS OF JUNE 30, 1995
                                  
                       (dollars in thousands)
                                  
                                  
                                                                     
                                  

                                                                    Market
Description                           Number of Shares    Cost       Value
                                                         
The Quaker Oats Company Common Stock     1,846,659      $ 50,388   $ 60,247
                                                         
Collective Short-Term Investment Fund                      1,594      1,594
                                                         
Total Investments                                       $ 51,982   $ 61,841
                                                         
                                                         
                                17          
                                                         
                                                         
<TABLE>                                                         
<CAPTION>
                                                         
                             THE QUAKER OATS COMPANY
                                        
                       THE QUAKER STOCK BONUS SAVINGS PLAN
                                        
            FORM 5500 ITEM 27D - SCHEDULE OF REPORTABLE TRANSACTIONS
                                        
                        FOR THE YEAR ENDED JUNE 30, 1995
                                        
                             (dollars in thousands)
                                        
                                                                                
                                                                                
                                                                                
                                                                                
                                             Purchase                         Sale                           Current       Net
Description of Security                  Price   # of Trades      Price    # of Trades   Cost of Security     Value       Gain
<S>                                    <C>                      <C>                          <C>            <C>          <C>   
The Quaker Oats Company Common Stock    $ 8,105       37         $ 1,473       24             $ 1,117        $ 9,578      $ 356
                                                                                    

</TABLE>



                                                        18



Exhibit (b)


Washington, Pittman & McKeever
Certified Public Accountants

819 South Wabash Avenue
Suite 600
Chicago, Illinois 60605
(312) 786-0330
FAX (312) 786-0323





              CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS


As  independent public accountants, we hereby consent to the  use  of
our  report, dated December 20, 1995 (and all references to our Firm)
included in or made a part of the Form S-8.  It should be noted  that
we  have  not  audited any financial statements of the  Quaker  Stock
Bonus  Savings  Plan subsequent to June 30, 1995,  or  performed  any
audit procedures subsequent to the date of our report.





                                       WASHINGTON, PITTMAN & McKEEVER
                                                                     

Chicago, Illinois
December 20, 1995






                                19



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