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).




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-
                    (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.





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 is
          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 401(k) Plan for Salaried Employees
                              Administrative Committee


                              /s/James Brown
                              James Brown, Member


                              /s/Dennis Corry
                              Dennis Corry, Member


                              /s/Pam Hewitt
                              Pam Hewitt, Member