Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file for such reports), and (2) has been subject to such filing requirements for the past 90 days.

The registrant had 2,989,371 shares of Common Stock outstanding on April 30, 2000, all of which were held by The Quaker Oats Company.

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See accompanying notes to the condensed consolidated financial statements.

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                        See accompanying notes to the condensed consolidated financial statements.

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STOKELY-VAN CAMP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)

See accompanying notes to the condensed consolidated financial statements.

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STOKELY-VAN CAMP, INC. AND SUBSIDIARIES
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
MARCH 31, 2000

The condensed consolidated financial statements include Stokely-Van Camp, Inc. (a wholly-owned subsidiary of The Quaker Oats Company, or Quaker) and its subsidiaries (the Company or Stokely). The condensed consolidated statements of income and reinvested earnings for the three months ended March 31, 2000 and 1999, the condensed consolidated balance sheet as of March 31, 2000, and the condensed consolidated statements of cash flows for the three months ended March 31, 2000 and 1999, have been prepared by the Company without audit. In the opinion of management, these financial statements include all adjustments necessary to present fairly the financial position, results of operations and cash flows as of March 31, 2000, and for all periods presented. All adjustments made have been of a normal and recurring nature. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles (GAAP) have been condensed or omitted. The Company believes that the disclosures included are adequate and provide a fair presentation of interim period results. Interim financial statements are not necessarily indicative of the financial position or operating results for an entire year. It is suggested that these interim financial statements be read in conjunction with the audited financial statements and the notes thereto included in the Company's Form 10-K for the year ended December 31, 1999.

As of March 31, 2000, authorized shares were 500,000 and issued and outstanding shares were 8,205. The voting 5% Cumulative Convertible Second Preferred Stock ($20 par value) is convertible at the holder's option, on a share-for-share basis, into non-voting 5% Cumulative Prior Preference Stock ($20 par value).

As of March 31, 2000, authorized shares were 1,500,000, issued shares were 755,939 and outstanding shares were 755,606.

Both issues are redeemable at the Company's option for $21 per share.

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STOKELY-VAN CAMP, INC. AND SUBSIDIARIES
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
MARCH 31, 2000

Note 3 - Estimates and Assumptions

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Effective October 1, 1999, Stokely entered into an agreement with Quaker Sales and Distribution, Inc., (QSD), a wholly-owned subsidiary of Quaker, to provide sales and distribution services for the Company in North America. Under the terms of the agreement, QSD purchases finished goods from Stokely at a contracted price based on the sales price to the ultimate customer less an agreed-upon amount to compensate QSD for services provided, which for the three months ended March 31, 2000, was approximately 9 percent of the sales price to the ultimate customer. The agreement is automatically renewable each year unless one of the parties notifies the other of its intention not to renew. As a result of this agreement, a majority of Stokely's sales in 2000 and going forward will be to Quaker, a related party. Current year results include net sales of $291.5 million from Stokely to Quaker under the new sales and distribution agreement.

In June 1998, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards (SFAS) No. 133, "Accounting for Derivative Instruments and Hedging Activities." This statement establishes accounting and reporting standards requiring that all derivative instruments (including certain derivative instruments embedded in other contracts) be recorded in the balance sheet as either an asset or a liability measured at its fair value. This statement requires that changes in the derivative's fair value be recognized currently in earnings unless specific hedge accounting criteria are met. The accounting provisions for qualifying hedges allow a derivative's gains and losses to offset related results on the hedged item in the income statement, and requires that the Company must formally document, designate, and assess the effectiveness of transactions that qualify for hedge accounting. The Company has not determined its method or timing of adopting this statement, but will be required to adopt it by January 2001. When adopted, this statement could increase volatility in reported earnings and other comprehensive income.

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STOKELY-VAN CAMP, INC. AND SUBSIDIARIES
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
MARCH 31, 2000

Note 6 - Derivative Commodity Instruments

The Company actively monitors its exposure to risk from changes in commodity prices and occasionally uses futures and options to manage price exposure on purchased or anticipated purchases of corn sweetener. The Company's policy is to use derivatives only for purposes of managing risk associated with underlying exposures. The Company does not trade or use instruments with the objective of earning financial gains on the commodity price fluctuations alone, nor does it use instruments where there are not underlying exposures. Complex instruments involving leverage or multipliers are not used. Management believes that its use of these instruments to manage risk is in the Company's best interest. The Company does not use derivative foreign exchange or interest rate instruments because underlying exposures are not material.

Instruments used as hedges must be effective at reducing the risks associated with the underlying exposure and must be designated as a hedge at the inception of the contract. Accordingly, changes in the market value of the instruments must have a high degree of inverse correlation with changes in market values or cash flows of the underlying hedged item. The deferral method is used to account for those instruments which effectively hedge the Company's price exposures. For hedges of anticipated transactions, the significant characteristics and terms of the anticipated transaction must be identified, and the transaction must be probable of occurring to qualify for deferral method accounting.

Under the deferral method, gains and losses on derivative instruments are deferred in the condensed consolidated balance sheets as a component of other current assets (if a loss) or other current liabilities (if a gain) until the underlying inventory being hedged is sold. As the hedged inventory is sold, the deferred gains and losses are recognized in the condensed consolidated statements of income as a component of cost of goods sold. Derivative instruments that do not meet the above criteria required for deferral treatment are accounted for under the fair value method with gains and losses recognized currently in the condensed consolidated statements of income as a component of cost of goods sold.

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STOKELY-VAN CAMP, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Three Months Ended March 31, 2000 Compared with
Three Months Ended March 31, 1999

This report discusses the operating results of Stokely for the three months ended March 31, 2000 (current year) compared with the three months ended March 31, 1999 (prior year). The comparisons of current and prior year net sales, and selling and distribution costs were affected by a contract with Quaker Sales and Distribution, Inc. (QSD), a wholly-owned subsidiary of Quaker. Effective October 1, 1999, Stokely entered into an agreement with QSD to provide sales and distribution services for the Company in North America. Under the terms of this agreement, QSD purchases finished goods from Stokely at a contracted price based on the sales price to the ultimate customer less an agreed-upon amount to compensate QSD for services provided. This amount was approximately 9 percent of the sales price to the ultimate customer in the current year. Current year results included net sales of $291.5 million from Stokely to QSD. The contract pricing in the current year also affected comparability of profits and expenses as expressed as a percentage of sales.

Consolidated net sales for the current year, were $299.1 million, up 11 percent from the prior year. This increase was primarily due to higher Gatorade thirst quencher sales in the United States, where more than 97 percent of the total current year sales were generated. U.S. volume and sales grew 18 percent and 11 percent, respectively. The disproportionate change in volume compared to sales reflects the impact of contract pricing in effect in the current year. Excluding the impact of contract pricing with QSD, U.S. sales would have increased 19 percent. The introduction of a new 20-ounce multi-pack and two new flavors of Gatorade Fierce, and milder-than-normal winter weather contributed to strong Gatorade sales growth. In addition, the Company began a regional rollout of two new beverages, Propel and Torq.

Gross profit margin decreased to 50.5 percent in the current year compared to 51.1 percent in the prior year, reflecting the impact of contract pricing with QSD. On a comparable basis, gross profit margins remained relatively even with the prior year. While the Company anticipates increases in package material and energy costs in the near-term, efforts are underway to mitigate negative impacts to profits. Selling, general and administrative (SG&A) expenses were relatively flat compared to the prior year. Increased advertising and merchandising spending to introduce new products was offset substantially by the absence of selling costs in the current year due to the sales and distribution agreement with QSD. SG&A also included $0.2 million in restructuring charges related to the Company's decision to close a small leased Gatorade manufacturing facility in Puerto Rico. Operating income increased $13.2 million to $43.2 million in the current year, primarily due to increased sales.

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STOKELY-VAN CAMP, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Net interest income of $21.3 million in the current year increased $6.2 million from the prior year as a result of higher average amounts due from The Quaker Oats Company. The effective tax rate was 38.3 percent and 39.5 percent as of March 31, 2000 and 1999, respectively. The decrease was partially due to reductions in the effective state tax rates compared to the prior year.

Net cash provided by (used in) operating activities was $36.6 million and ($2.8) million for the three months ended March 31, 2000 and 1999, respectively, reflecting higher net income and a lower increase in working capital in the current year. The increase in trade accounts receivable of $0.9 million in the current year compared to $45.7 million in the prior year reflects the immediate reimbursement to Stokely for QSD inventory purchases in 2000. Capital expenditures for the three months ended March 31, 2000 and 1999, were $29.1 million and $11.5 million, respectively. Capital expenditures are expected to continue at or above the current rate as the Company continues to expand its production capacity. The Company expects that its future capital expenditures and cash dividends will be financed through cash flow from operating activities.

The Company actively monitors its exposure to risk from changes in commodity prices and occasionally uses futures and options to manage price exposure on purchased or anticipated purchases of corn sweetener. The Company uses derivatives only for purposes of managing risk associated with underlying exposures. The Company does not trade or use instruments with the objective of earning financial gains on the commodity price fluctuations alone, nor does it use instruments where there are not underlying exposures. Complex instruments involving leverage or multipliers are not used. Management believes that its use of these instruments to manage risk is in the Company's best interest. The Company does not use derivative foreign exchange or interest rate instruments because underlying exposures are not material.

The Company has estimated its market risk exposures using sensitivity analyses. Market risk exposure has been defined as the change in fair value of a derivative commodity instrument assuming a hypothetical 10 percent adverse change in market prices or rates. Fair value was determined using quoted market prices. The results of the sensitivity analyses as of March 31, 2000, did not differ materially from the amounts reported as of December 31, 1999. Actual changes in market prices or rates may differ from hypothetical changes.

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STOKELY-VAN CAMP, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS