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 11-K
                                
                                
                                
         Annual Report Pursuant to Section 15(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 Investment Plan
                                
                                
                                

Name of 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 Investment 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 Investment 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)
Date:  December 8, 1995                Manager - Employee Benefits
                                       
                                2







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

             (a)            The Quaker Investment          E
                            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 INVESTMENT PLAN
                                
                      FINANCIAL STATEMENTS
                                
                  AS OF JUNE 30, 1995 AND 1994
                                
           TOGETHER WITH INDEPENDENT AUDITOR'S REPORT
                                
                                









                                4


                                
                     THE QUAKER OATS COMPANY
                                
                   THE QUAKER INVESTMENT 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                        11-17
                                                         
SCHEDULE OF ASSETS HELD FOR                              
   INVESTMENT PURPOSES                               18-19
                                                         
SCHEDULE OF REPORTABLE TRANSACTIONS                     20
                                                         
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS               21
                                                         
                                                         
                                                         
                                
                                
                                
                                5                                
                                
                                
                                
                                
                                
                                
                                
                                
                  INDEPENDENT AUDITOR'S REPORT
                                
                                
To the Plan Committee of
THE QUAKER INVESTMENT PLAN
of The Quaker Oats Company


We  have  audited  the  accompanying  Statements  of  Net  Assets
Available for Benefits of The Quaker Investment Plan (the "Plan")
as  of  June  30,  1995 and 1994, and the related  Statements  of
Changes  in Net Assets Available for Benefits for the years  then
ended.  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 net assets available for benefits  for  the
years then ended 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
and  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 8, 1995

                                6



                                        

<TABLE>
<CAPTION>
                             THE QUAKER OATS COMPANY
                                        
                           THE QUAKER INVESTMENT PLAN
                                        
                 STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
                                        
                               AS OF JUNE 30, 1995
                                                
                             (dollars in thousands)
                                        
                                                 
                                                           Quaker                   Money             
                                                            Stock   Diversified     Market       Bond       Loan
                                                 Total      Fund       Fund          Fund        Fund       Fund
  <S>                                        <C>        <C>         <C>          <C>          <C>         <C>
   ASSETS                                                                               
   Investments, at market -                                                             
     The Quaker Oats Company common stock                                                     
       (2,786,859 shares, cost - $58,737)     $  90,918  $ 90,918    $      --    $     --     $     --    $    --
     Marketable Securities (cost - $84,482)     103,293        --       88,695          --       14,598         --
     Short-Term Investments (cost - $3,170)       3,189        --        3,189          --           --         --
     Collective Trust Short-Term                 
        Investment Fund                          64,609       453        9,239      54,494          423         --
                                                262,009    91,371      101,123      54,494       15,021         --
   
   Participant loans                              7,892        --           --          --           --      7,892
         Total investments                      269,901    91,371      101,123      54,494       15,021      7,892
                                                                                        
   Accrued dividends and interest receivable      1,319       801          248         267            3         --
   Receivable for investments sold                  521       303          218          --           --         --
   Interfund transfers (payable) receivable          --    (1,460)         937         545          (22)        --
         Total assets                           271,741    91,015      102,526      55,306       15,002      7,892
                                                                                        
   LIABILITIES                                                                          
   Loans due to participants                        293       163           41          83            6         --
   Payable for investments purchased                384        --          384          --           --         --
         Total liabilities                          677       163          425          83            6         --
                                                                                        
   NET ASSETS AVAILABLE FOR BENEFITS          $ 271,064  $ 90,852    $ 102,101    $ 55,223     $ 14,996    $ 7,892
<FN>
                 See accompanying notes to financial statements.
                              
                                7

                             
<CAPTION>                             
                             THE QUAKER OATS COMPANY
                                        
                           THE QUAKER INVESTMENT PLAN
                                        
                 STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
                                        
                         AS OF JUNE 30, 1994 (Restated)
                                        
                             (dollars in thousands)
                                        
                                        
                                                            Quaker                      Money                        Fisher-
                                                            Stock        Diversified   Market     Bond      Loan     Price
                                                Total       Fund            Fund        Fund      Fund      Fund     Fund
                                                           
<S>                                          <C>         <C>            <C>        <C>        <C>       <C>        <C>    
 ASSETS                                                                                          
 Investments, at market -  
    The Quaker Oats Company common stock 
      (2,950,350 shares, cost - $55,961)      $ 102,890   $ 102,890      $     --   $     --   $     --  $     --   $    --
    Marketable Securities (cost - $72,924)       78,356          --        63,833         --     14,523        --        --
    Short-Term Investments (cost - $9,935)        9,961          --         9,961         --         --        --        --
    Collective Trust Short-Term                                  
      Investment Fund                            53,897         507         8,041     45,005        344        --        --
                                                245,104     103,397        81,835     45,005     14,867        --        --
 
 Participant loans                               10,579          --            --         --         --    10,579        --
           Total investments                    255,683     103,397        81,835     45,005     14,867    10,579        --
                                                                                                  
  Employee contributions receivable                  71          23            46         --          2        --        --
  Accrued dividends and interest receivable       1,109         783           176        149          1        --        --
  Receivable for investments sold                   962          --           962         --         --        --        --
  Interfund transfers (payable) receivable           --      (2,264)        1,224      2,068     (1,028)       --        --
           Total assets                         257,825     101,939        84,243     47,222     13,842    10,579        --
                                                                                                  
                                                                  
  LIABILITIES                                                                                     
  Payable for investments purchased               1,848          99         1,749         --         --        --        --
                                     
  NET ASSETS AVAILABLE FOR BENEFITS           $ 255,977   $ 101,840      $ 82,494   $ 47,222   $ 13,842  $ 10,579   $    --
<FN>                                        
                 See accompanying notes to financial statements.
                                        
                                8




<CAPTION>
                             THE QUAKER OATS COMPANY

                           THE QUAKER INVESTMENT PLAN

            STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS

                        FOR THE YEAR ENDED JUNE 30, 1995

                             (dollars in thousands)
                                        

                                                          Quaker                     Money                 
                                                           Stock    Diversified     Market      Bond       Loan
                                              Total        Fund        Funds         Fund       Fund       Fund
<S>                                        <C>          <C>         <C>           <C>         <C>        <C>
 ADDITIONS
 Investment income:                                                              
   Dividends                                $   4,981    $   3,252   $   1,729     $     --    $     --   $    --  
   Interest                                     3,993          275         812        2,840          66        --
 Total investment income                        8,974        3,527       2,541        2,840          66        --
                                                                                
 Realized gain on investments - (Note 5)       19,281       10,324       8,193           --         764        --

 Unrealized (loss) gain on investments -
   (Note 6)                                    (1,376)     (14,748)     11,847           --       1,525        --
                                                                                
 Employee contributions                        10,947        4,619       4,054        1,559         715        --
                                                                                
 Contributions from other plans                 1,504          451         506          348         199        --
        Total additions                        39,330        4,173      27,141        4,747       3,269        --
                                                                                
 DEDUCTIONS                                                                      
                                                                                
 Distributions to participants                 24,243        8,529       6,840        8,072         802        --
                                                                                
 Increase (decrease) in net assets             15,087       (4,356)     20,301       (3,325)      2,467        --

 Net assets available for benefits,
   beginning of period                        255,977      101,840      82,494       47,222      13,842    10,579

 Interfund transfers, net                          --       (6,632)       (694)      11,326      (1,313)   (2,687)
                                                                                
 NET ASSETS AVAILABLE FOR                                                        
   BENEFITS, END OF PERIOD                  $ 271,064    $  90,852   $ 102,101     $ 55,223    $ 14,996   $ 7,892
                                          
<FN>                                        
                 See accompanying notes to financial statements.
                             
                                9                             
                                


<CAPTION>                             
                             THE QUAKER OATS COMPANY

                           THE QUAKER INVESTMENT PLAN

            STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS

                   FOR THE YEAR ENDED JUNE 30, 1994 (Restated)

                             (dollars in thousands)
                                        

                                                        Quaker                    Money                             Fisher-
                                                        Stock      Diversified    Market       Bond       Loan       Price
                                             Total       Fund         Fund         Fund        Fund       Fund       Fund
<S>                                      <C>         <C>          <C>          <C>         <C>        <C>         <C>
 ADDITIONS                                                                                         
 Investment income:                                                                       
   Dividends                              $   4,301   $   2,949    $  1,300     $     --    $     --   $     --    $      52
   Interest                                   2,584         337         721        1,461          46         --           19
 Total investment income                      6,885       3,286       2,021        1,461          46         --           71
                                               
 Realized gain on investments - (Note 5)     19,028       3,939       6,762           --         992         --        7,335
   
                                                                                          
 Unrealized (loss) on investments -         (16,532)    (10,543)     (4,315)          --      (1,674)        --           --
   (Note 6)       
                                                                                          
 Employee contributions                      11,790       5,209       4,054        1,621         906         --           --
                                                                                          
 Contributions from other plans                 726         307         239           81          99         --           --
         Total additions                     21,897       2,198       8,761        3,163         369         --        7,406
                                                                                          
 DEDUCTIONS                                                                               
                                                                                          
 Distributions to participants               12,127       3,864       2,811        3,832       1,327         --          293

 Increase (decrease) in net assets            9,770      (1,666)      5,950         (669)       (958)        --        7,113
 
 Net assets available for benefits,                                                                
   beginning of period                      246,207      98,596      72,856       37,860      17,748      9,166        9,981
                                                                                          
 Interfund transfers, net                        --       4,910       3,688       10,031      (2,948)     1,413      (17,094)
                                                                                          
 NET ASSETS AVAILABLE FOR                                                                 
   BENEFITS, END OF PERIOD                $ 255,977   $ 101,840    $ 82,494     $ 47,222    $ 13,842   $ 10,579    $      --
                                 
                                          
<FN>                                        
                 See accompanying notes to financial statements.

                                10
</TABLE>                     
                     
                     
                     
                     

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

NOTE 1 - THE QUAKER INVESTMENT PLAN

The   Quaker   Investment   Plan   (the  "Plan")  covers   salaried   domestic
employees   of   The   Quaker   Oats  Company  (the  "Company")  and   certain
domestic    subsidiaries.    The   Plan   is   solely   funded   by   employee
contributions.   Under    the   Plan,   eligible   salaried    employees   may
accumulate   funds   on    a   pretax   basis   for    long-term    retirement
savings.   Participants   should   refer   to   the   Plan    agreement    for
more  complete   information.    Salaried   employees   were    eligible    to
participate    in    the   Plan   after   six   months   of   employment   and
acceptance    as    an    approved   employee,   or   after   a   twelve-month
period    during   which   the   employee   had   at  least   998  hours    of
employment  and   was   still  employed  by  the   Company.   Effective   July
1,    1994,   the   Plan    was   amended   to   allow   salaried    employees
participation   in  the   Plan   on   the   date   of   employment    or,   if
employed   less   than  six  months,  effective  July   1,   1994.   The  Plan
is  intended   to   qualify   as   a  cash  and  deferred   arrangement  under
Section  401(k)  of   the  Internal  Revenue  Code   (the   "Code")   and   is
subject    to   the   provisions   of   the   Employee    Retirement    Income
Security Act of 1974 (ERISA).

Effective   November   30,    1993,   Fisher-Price    shareholders    approved
the    proposed   merger   with   Mattel   whereby   each    shareholder    of
Fisher-Price  received  1.275  shares  of  Mattel   stock   for   each   share
of    Fisher-Price   stock   held.    The   Plan   sponsor    terminated   the
Fisher-Price   Fund   and   liquidated   the   Mattel   stock  following   the
tender    and   exchange   offer   and   allowed   participants  to   transfer
the   proceeds   into   the  remaining  funds.   If   no   election  was  made
by   the   participant   by   the   proposed   deadline,  the   proceeds  from
the    Fisher-Price/Mattel    merger   were   transferred   to    the    Money
Market Fund on behalf of the participant.

The   Plan   allows  members  to  transfer the sum  of  their   interest,   in
multiples   of   25%,   among   funds  once  a  month.    Members   may   also
change   the  percent  of  their  earnings contributed  to   the   Plan   once
a   month.  Additionally,   members  with  an   outstanding   loan   (for   at
least   a  year)   may   request   an   additional   loan.    The   additional
loan  will  have   a  separate  payment  schedule  from  the   existing   loan
and   members  cannot  exceed  two  outstanding  loans.    The   Plan   allows
employees  the  option  to  deposit  excess  funds  from   The   Quaker   Flex
Plan to other funds within the Plan.

Participants  in  the   Plan   are  allowed   to   defer   receipt   of,   and
have   placed  in  the   Plan,  up  to  seven  percent  of   their   earnings.
Contributions    are   not   subject   to    Federal    income    tax    until
distributed   to  the  participant   or  his   beneficiary.    A   participant
may  receive  a  portion  of  his  account  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   the   participant    or    his    family     or
alleviating    existing    financial  hardship.    Plan    participants    may
obtain   loans   from   their  account  balances  subject  to  the   following
terms   and   restrictions   which   are   effective  for  loan   applications
received after September 15, 1989:

          (a)    A   participant   may  borrow  up  to 50%  of   his   account
          balance   including    the    highest    loan   balance    in    the
          previous  one-year   period,  but   not   more   than   $50,000   or
          less than $1,000.
                     
                                11                     
                                



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


NOTE 1 - THE QUAKER INVESTMENT PLAN (CONTINUED)

          (b)    The  terms   of   such   loans   shall   not   exceed    five
          years   and  the  rate   of  interest  to   be   applied   will   be
          the Northern Trust prime rate plus one percent.

          (c)    Repayments   on   the    loan   are  to  be   made   directly
          through payroll deductions for active employees.

          (d)  Loans    made    to   participants   shall   be   secured    by
          the participants'   non-forfeitable   interests    from    one    or
          more    of    the   funds   in   which   a   member's    account  is
          invested prior to the making of such loans.
     
If   a   participant's   employment  with  the  Company   is  terminated,  the
Plan    will    distribute    his   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  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;   (b)   in  a  partial  distribution;  or (c) 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 the  Internal Revenue Service ("IRS")
regulations.   If   the   distribution  is  made through installment payments,
the   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  years  or  if he  is
totally    and    permanently   disabled   as   determined   by  the   Company
with   the   advice   of   a  medical  doctor.   His  account  will  then   be
valued     as    of    the    latest    available    valuation   date   before
distribution.   If   only   a   portion   of   the   account  is  distributed,
the   remaining   balance   will  continue  to  be   adjusted  for  investment
gains and losses and other items.

The   Plan   also   allows  a  participant  to  contribute   to  the  Plan   a
lump-sum    distribution   received   from   other    qualified   plans   when
the contribution qualifies as a tax-free roll-over.

                                12                                
                                




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


NOTE 1 - THE QUAKER INVESTMENT PLAN (CONTINUED)

The   Plan  may  be  terminated  at  any  time  by  the  action  of the  Board
of   Directors   or   Executive  Committee  of  the   Board.   In  the   event
of   termination   of   the   Plan,  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.

The    Northern    Trust   Company   is   the   Plan   Trustee,   and   Hewitt
Associates    is    the   Plan   administrator.    The    Company   pays   all
expenses incurred by the Plan.


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Accounting

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

Valuation of Investments

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.

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

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

                                13






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


NOTE 3 - TRUST INVESTMENTS

Participants   in   the  Plan  may   invest   in   the   Quaker   Stock   Fund
(common    stock   of  the  Company),   the   Diversified   Fund    (primarily
common   and  preferred  stock  of  corporations  other   than   the   Company
and/or    interest-bearing    securities),    the    Bond    Fund   (primarily
corporate  bonds   with   an   average  credit   rating   of   "A"   and  with
maturities   of   up    to   30   years),   or   the   Money    Market    Fund
(primarily    short-term   fixed   income   securities).   The   Trustee    is
authorized   to   keep  such  portion  of  any  of the Investment   Funds   as
may    seem    advisable,   from   time   to   time,  in    cash    or    cash
equivalents and/or in short-term fixed income investments.

The   value   of   each  unit  in  an  employee's  account  as of   June   30,
1995 and 1994 for each of the four funds was as follows:

                                              Unit Value
                                            1995      1994
          Quaker Stock Fund               $ 22.97   $ 23.82
          Diversified Fund                $ 16.86   $ 13.12
          Money Market Fund               $  6.65   $  6.31
          Bond Fund                       $  2.20   $  1.88


NOTE 4 - FEDERAL INCOME TAXES

The  Plan  obtained its latest determination letter  on  June  2,
1987,  in  which the IRS stated that the Plan, as then  designed,
was  in compliance with the applicable requirements of the  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 Code.  Therefore,  they
believe that the Plan was qualified and tax-exempt as of June 30,
1995.   To  comply  with the Tax Reform Act  of  1986,  the  Plan
administrator applied for a new tax determination letter on  June
30, 1995.




                                14





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


NOTE 5 - REALIZED GAIN ON INVESTMENTS IN SECURITIES

The  realized  gain on investments in securities  for  the  years
ended June 30, 1995 and 1994, was as follows:

<TABLE>
<CAPTION>
                                       1995                                 1994
                            Aggregate                          Aggregate
                             Cost of                            Cost of
                           Securities        Realized         Securities         Realized
                        Sold/Distributed       Gain          Sold/Distributed      Gain
<S>                        <C>               <C>               <C>               <C>
 Quaker Stock Fund          $  12,539         $ 10,324          $   3,862         $  3,939
 Diversified Fund             150,954            8,193            141,329            6,762
 Bond Fund                      1,897              764              2,039              992
 Fisher-Price Fund                 --               --              2,683            7,335
                            $ 165,390         $ 19,281          $ 149,913         $ 19,028
</TABLE>

NOTE 6 - UNREALIZED GAIN (LOSS) ON INVESTMENTS IN SECURITIES

The  unrealized gain (loss) on investments in securities for  the
years ended June 30, 1995 and 1994,  was as follows:

                                                  1995            1994
                                                         
        Unrealized gain, beginning of year      $ 52,387       $  68,919
        Unrealized (loss) during the year         (1,376)        (16,532)
                                                        
        UNREALIZED GAIN, END OF YEAR            $ 51,011       $  52,387


NOTE 7 - FISHER-PRICE FUND TERMINATION

The  transferred proceeds from the Fisher-Price  Fund  have  been
recognized  in  the  accounts  of  the  Plan.   The  proceeds  as
reflected in the Statement of Changes in Net Assets Available for
Benefits, when transferred, were $17,094.


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 INVESTMENT PLAN
                                
                  NOTES TO FINANCIAL STATEMENTS
                                
                  AS OF JUNE 30, 1995 AND 1994
                                
                     (dollars in thousands)


NOTE 9 - CURRENT VALUE GAIN (LOSS)

Based  on  the  "Current  Value" reporting  requirements  of  the
Department of Labor and the IRS instructions for Form  5500,  the
net  realized  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  gain  or  loss,  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.  For the years ended June 30,
1995  and 1994, net realized gain and net unrealized gain  (loss)
were as follows:

                                                1995     1994
                                                           
Net realized gain on investments               8,536    9,801
Net unrealized gain (loss) on investments      9,369   (7,305)
Net gain on investments                       17,905    2,496
                                               


NOTE 10 - 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                                  $ 263,355   $ 253,575
   Add: Distributions payable to participants           7,709       2,402
                                                       
   NET ASSETS AVAILABLE FOR BENEFITS PER               
     THE FINANCIAL STATEMENTS                       $ 271,064   $ 255,977

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

                                                         1995        1994
                                                       
   Distributions to participants per the Form 5500    $ 29,550    $ 12,666
   Add:  Distributions payable, beginning of year        2,402       1,863
   Less: Distributions payable, end of year              7,709       2,402
        
   DISTRIBUTIONS TO PARTICIPANTS PER THE               
     FINANCIAL STATEMENTS                             $ 24,243    $ 12,127
                                
                                16





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


NOTE 11 - 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 10).

The  effect of the restatement was to increase the 1994 beginning
net  assets available for plan benefits by $1,863 and to decrease
the  distributions to participants by $539 in 1994.   Net  assets
available for plan benefits at June 30, 1994 increased by  $2,402
after  adjustment of the 1994 beginning net assets available  for
benefits for the effects of restatement on prior years.

                                17                                       
                                





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


                                                                   Schedule I
                                                                  Page 1 of 2
                                       
                                            Number of                  Market
   Description                               Shares          Cost       Value
                                               
                                                                     
Company Stock                                                        
                                                                     
  The Quaker Oats Company Common Stock     2,786,859       $ 58,737  $ 90,918
                                                                     
Marketable Securities                                                
                                                                     
Common Stocks -                                                      
                                                                     
Automotive (Transportation) -                                        
  Ford Motor Company                          84,200          2,246     2,505
  General Motors Corp.                        51,600          1,716     2,038
  Mobil Corp.                                 23,950          2,216     2,299
                                                                     
Chemical -                                                           
  Dow Chemical Company                        35,100          2,295     2,523
  DuPont, E.I. DeNemours & Company            37,250          2,097     2,561
                                                                     
Communications -                                                     
  AT&T (American Telephone and Telegraph      
    Corp.)                                    52,600          2,621     2,788
                                                                     
Conglomerate -                                                       
  ITT Corp.                                   23,800          2,140     2,797
  Philip Morris Company Inc.                  37,800          2,431     2,811
                                                                     
Drugs -                                                              
  Lilly, Eli & Company                        24,950          1,805     1,959
                                                                     
Electronics (Instrumentation) -                                      
  Compaq Computer Corp.                       40,100          1,394     1,815
  International Business Machines Corp.       31,100          2,933     2,986
                                                                     
Financial Institutions -                                             
  Bank America Corp.                          56,800          2,716     2,989
  Citicorp                                    50,700          1,601     2,934
                                                                     
General Merchandising -                                              
  Federated Department Stores Inc.            88,400          1,831     2,276
  Sears, Roebuck & Company                    55,250          2,689     3,287
                                                                     
Leisure -                                                            
  Mattel Inc.                                 32,237            554       846
  Motorola Inc.                               40,450          2,384     2,715
  RJR Nabisco Holdings Corp.                  93,620          2,962     2,598
                                       
                                18                                       
                                



                                       
                            THE QUAKER OATS COMPANY
                                       
                          THE QUAKER INVESTMENT PLAN
                                       
     FORM 5500 ITEM 27A - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
                                       
                              AS OF JUNE 30, 1995
                                       
                            (dollars in thousands)
                                                                   Schedule I
                                                                  Page 2 of 2
                                       
                                             Number of                 Market
    Description                               Shares          Cost      Value
                                              
                                                                    
Common Stocks (continued)                                           
                                                                    
Miscellaneous -                                                     
  American Home Products Corp.                30,800          2,077     2,383
  ADR Astra AB Sponsored                      59,000          1,551     1,819
  ADR News Corp. LTD                           2,900             58        58
  ADR Nokia Corp. Sponsored                   29,400            885     1,760
  ADR Philips Electronics N.V.                88,400          2,374     3,779
  Burlington Northern Inc.                    47,900          2,745     3,036
  Canadian Pacific LTD                       151,700          2,409     2,636
  Deere and Company                           23,150          1,728     1,982
  Mallinckrodt Group Inc.                     33,700          1,070     1,196
  McDermott International Inc.                46,400          1,177     1,119
  McDonnell Douglas Corp.                     25,650            880     1,969
  Pepsico Inc.                                52,400          2,012     2,384
  Tenet Healthcare Corp.                      69,100          1,134       993
  Time Warner Inc.                            44,000          1,461     1,815
  Travelers Group Inc.                        53,500          2,147     2,341
  Unocal Corp.                                60,000          1,631     1,658
  Viacom Inc.                                 14,800            644       687
  WMX Tech. Inc.                             100,800          2,724     2,860
  Wal-Mart Stores Inc.                        79,100          1,732     2,116
  Weyerhaeuser Company                        50,100          1,995     2,361
                                                          
                                                                    
Preferred Stocks -                                                  
                                                                    
  ADR News Corp. LTD                         142,100          2,488     2,842
  Times Mirror Company New Series B           91,058          1,943     2,174
                                                                    
Corporate Bonds -                                                   
                                                                    
  Quaker Master Trust - Wells Fargo Bonds    659,889          8,986    14,598
                                                     
Total Marketable Securities                                  84,482   103,293
                                                          
                                                                    
                                                                    
Short-Term Investments                                              
                                                                    
  DuPont E.I. DeNemours & Company Commercial
    Paper Note, $3,200 due 07-21-1995          3,200          3,170     3,189
    
                                                                    
  Collective Trust Short-Term Investments                    64,609    64,609
   
TOTAL INVESTMENTS                                          $210,998  $262,009
                                                                     
                                19                                        
                                



                             THE QUAKER OATS COMPANY
                                        
                           THE QUAKER INVESTMENT PLAN
                                        
            FORM 5500 ITEM 27D - SCHEDULE OF REPORTABLE TRANSACTIONS
                                        
                        FOR THE YEAR ENDED JUNE 30, 1995
                                        
                             (dollars in thousands)


                                                                  Schedule II


                               Purchase                         Value
                                  and    Transaction  Cost of    of       Net
                              Sale Price     Fees      Asset    Asset    Gain

Description

Quaker Stock Fund -
  The Quaker Oats Company
   common stock
    468,908 shares purchased
      in 24 transactions      $33.049        $13     $15,510  $15,510      --

    527,790 shares sold
      in 19 transactions      $36.660        $20     $10,563  $19,369  $8,786








                                20





















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  (and  references  to  our Firm)  included  in  or  made   a
part   of   this   Form   11-K.   It  should be  noted   that   we  have   not
audited    any   financial   statements   of  The   Quaker   Investment   Plan
subsequent   to   June   30,  1995  or  performed  any  audit   procedures  to
the date of our report.







                                                WASHINGTON, PITTMAN & McKEEVER
                                 
                                   
                                   

Chicago, Illinois
December 8, 1995



                                21



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