UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 29549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)
THE QUAKER OATS COMPANY
(Name of Issuer)
Common Stock ($5.00 par value)
(Title of class of Securities)
747402105
(CUSIP Number)
Check the following box if a fee is being paid with this
statement [X]. (A fee is not required only if the filing person:
(1) has a previous statement on file reporting beneficial
ownership of more than five percent of the class of securities
described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of
such class.) (See rule 13d-7).
The information required in the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the
Notes).
CUSIP No. 747402105 Page 1 of1 Pages
13G
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The Quaker Employee Stock Ownership Plan
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
N/A
3 SEC USE ONLY
321 N. Clark Street, Chicago, Illinois 60610
4 CITIZENSHIP OR PLACE ORGANIZATION
5 SOLE VOTING POWER 9,516,785 (includes 2,407,330 shares of
NUMBER OF common stock, based on conversion of 1,094,241 convertible
SHARES preferred stock shares at the conversion rate of 2.2)
BENEFICIALLY
OWNED BY 6 SHARED VOTING POWER
EACH
REPORTING 0
PERSON
WITH 7 SOLE DISPOSITIVE POWER 9,516,785 (includes 2,407,330 shares
of common stock, based on conversion of 1,094,241
convertible preferred stock shares at the conversion rate
of 2.2)
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,516,785
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
N/A
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.87073 %
12 TYPE OF REPORTING PERSON
EP
*SEE INSTRUCTIONS BEFORE FILLING OUT!
ITEM 1. (a) Name of Issuer - The Quaker Oats Company
(b) Address of Issuer's Principal Executive Office -
321 N. Clark St., Chicago, IL 60610
ITEM 2. (a) Name of Person Filing - Cover Page Item 1
(b) Address of Principal Business Office - Cover Page Item 3
(c) Citizenship - N/A
(d) Title of Class of Securities - Common Stock ($5.00 par value)
(e) CUSIP Number -747402105
ITEM 3. If this statement is filed pursuant to Rule 13d-1(b), or
13d-2(b), check whether the person filing is a:
(a) ___ Broker or Dealer registered under Section 15 of the Act
(b) ___ Bank as defined in section 3(a)(6) of the Act
(c) ___ Insurance Company as defined in section
3(a)(19) of this act
(d) ___ Investment Company registered under section 8
of the Investment Company Act
(e) ___ Investment Adviser registered under section
203 of the Investment Advisers Act of 1940
(f) X Employee Benefit Plan, Pension Fund which
is subject to the provisions of the
Employee Retirement Income Security Act of 1974 or
Endowment Fund; see 240.13d-1(b)(1)(ii)(F)
(g) ___ Parent Holding Company, in accordance with
240.13d-1(b)(ii)(G) (Note: See Item 7)
(h) ___ Group, in accordance with 240.13d(b)(1)(ii)(H)
ITEM 4. OWNERSHIP.
If the percent of the class owned, as of December 31 of the
year covered by the statement, or as of the last day of any
month described in Rule 13-d1(b)(2), if applicable, exceeds
five percent, provide the following information as of that
date and identify those shares which there is a right to
acquire.
(a) Amount Beneficially Owned - Cover Page Item 9
(b) Percent of Class - Cover Page Item 11
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote -
Cover Page Item 5
(ii) shared power to vote or to direct the vote -
Cover Page Item 6
(iii) sole power to dispose or to direct the
disposition of - Cover Page Item 7
(iv) Shared power to dispose or to direct the
disposition of - Cover Page Item 8
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
Not Applicable.
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
Not Applicable.
PAGE 1
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH
ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING
COMPANY.
Not Applicable.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
Not Applicable.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP.
Not Applicable.
ITEM 10. CERTIFICATION.
The following certification shall be included if the
statement if filed pursuant to rule 13d-1(b):
By signing below I certify that, to the best of my
knowledge and belief, the securities referred to above were
acquired in the ordinary course of business and were not acquired
for the purpose of and do not have the effect of changing or
influencing the control of the issuer of such Securities and were
not acquired in connection with or as a participant in any
transaction having such purposes or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement
is true, complete and correct.
The Quaker Employee Stock Ownership Plan
Administrative Committee
/s/ Robert C. Penzkover
Robert C. Penzkover, Member
/s/Dennis M. Corry
Dennis M. Corry, Member
