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 __. (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).
COVER PAGE
CUSIP No. 747402105 Page 1 of 1 Pages
13G
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The Quaker Employee Stock Option Plan
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ___
N/A (b) ___
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
321 N. Clark Street, Chicago, Illinois 60610
5 SOLE VOTING POWER - 8,890,962 (includes 2,281,188 shares of
common stock, based on conversion of 1,036,904 convertible
NUMBER OF preferred stock, shares at the conversion rate of 2.2.)
SHARES
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY
EACH 0
REPORTING
PERSON 7 SOLE DISPOSITIVE POWER - 8,890,962 (includes 2,281,188 shares
WITH of common stock, based on conversion of 1,036,904 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
8,890,962
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
6.30145%
12 TYPE OF REPORTING PERSON*
EP
*SEE INSTRUCTIONS BEFORE FILING 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 4
(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 section
240.13d-1(b)(1)(ii)(F)
(g) ___ Parent Holding Company, in accordance with section
240.13d-1(b)(ii)(G) (Note: See Item 7)
(h) ___ Group, in accordance with section 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/ DENNIS CORRY
Dennis Corry, Member
/s/ KATHLEEN KEARNEY
Kathleen Kearney, Member
/s/ ANNE TUMMINARO
Anne Tumminaro, Member
February 13, 1998
