QUAKER OATS CO
15-12G, 1996-08-05
GRAIN MILL PRODUCTS
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                     FORM 15

      CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION
   12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE
   REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

                                Commission File Number             1-12 
                                                       --------------------    
                             THE QUAKER OATS COMPANY  
- ----------------------------------------------------------------------------   
        (Exact name of registrant as specified in its charter)

         321 North Clark Street, Chicago, Illinois, 60610; (312) 222-7111    
    ----------------------------------------------------------------------------
(Address, including zip code, and telephone number, including area code, of
 registrant's principal executive offices)

 Rights to purchase Series A Junior Participating Preferred Stock, no par 
 value per share 
- ------------------------------------------------------------------------------
             (Title of each class of securities covered by this Form)

                      Common stock, par value $5.00 per share               
- -----------------------------------------------------------------------------  
(Titles of all other classes of securities for which a duty to file reports
 under section 13(a) or 15(d) remains)

  Please place an X in the box(es) to designate, the appropriate rule 
provision(s) relied upon to terminate or suspend the duty to file reports:

           Rule 12g-4(a)(1)(i)  [x]            Rule 12h-3(b)(1)(i)  [ ]
           Rule 12g-4(a)(1)(ii) [ ]            Rule 12h-3(b)(1)(ii) [ ]
           Rule 12g-4(a)(2)(i)  [ ]            Rule 12h-3(b)(2)(i)  [ ]
           Rule 12g-4(a)(2)(ii) [ ]            Rule 12h-3(b)(2)(ii) [ ]
                                               Rule 15d-6           [ ]

  Approximate number of holders of record as of the certification or notice 
date:    0                                                                 
         -------------------------------  

  Pursuant to the requirements of the Securities Exchange Act of 1934 The 
Quaker Oats Company has caused this certification/notice to be signed on 
its behalf by the undersigned duly authorized person.

Date: August 2, 1996           By:  /s/ R. Thomas Howell, Jr.
                                    R. Thomas Howell, Jr.
                                    Secretary   

Instruction:  This form is required by Rules 12g-4, 12h-3 and 15d-6 of the 
General Rules and Regulations under the Securities Exchange Act of 1934. It 
may be signed by an officer of the registrant, by counsel or by any other 
duly authorized person. The name and title of the person signing the form 
shall be typed or printed under the signature.









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