UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549
                                       
                                       
                                   FORM 10-Q
                                       
                                       
            X  Quarterly Report Pursuant to Section 13 or 15 (d) of
                      the Securities Exchange Act of 1934
                                       
                                       
               For the quarterly period ended September 30, 1998
                                       
                                      
             Transition Report Pursuant to Section 13 or 15 (d) of
                     the Securities Exchange Act of 1934
                                       
                                       
                  For the transition period from        to
                                       
                       Commission file number 1-2944

            
                           STOKELY-VAN CAMP, INC.
            (Exact name of registrant as specified in its charter)


        Indiana                                         35-0690290
        (State or other jurisdiction of              (I.R.S. Employer
        incorporation or organization)              Identification No.)

        Quaker Tower
        P.O. Box 049001 Chicago, Illinois               60604-9001
        (Address of principal executive office)         (Zip Code)


                               (312) 222-7111
             (Registrant's telephone number, including area code)


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 such reports), and (2) has been subject to such
filing requirements for the past 90 days.


                           YES   XX       NO


The  registrant had 2,989,371 shares of Common Stock outstanding on October 31,
1998, all of which were held by The Quaker Oats Company.
                    
                    


                    STOKELY-VAN CAMP, INC. AND SUBSIDIARIES
                              INDEX TO FORM 10-Q


                                                                       Page

PART I - FINANCIAL INFORMATION

     Item 1 - Financial Statements

     Condensed Consolidated Statements of Income
       and Reinvested Earnings for the Nine and Three Months
       Ended September 30, 1998 and 1997                               3-4

     Condensed Consolidated Balance Sheets as of
       September 30, 1998 and December 31, 1997                          5

     Condensed Consolidated Statements of Cash
       Flows for the Nine Months Ended
       September 30, 1998 and 1997                                       6

     Notes to the Condensed Consolidated Financial
       Statements                                                      7-9

     Item 2 - Management's Discussion and Analysis of
       Financial Condition and Results of Operations                 10-13

PART II - OTHER INFORMATION                                             14

SIGNATURES                                                              15

                                       
<2>                                       
                                       
                                       
             STOKELY-VAN CAMP, INC. AND SUBSIDIARIES
           CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                     AND REINVESTED EARNINGS
                           (UNAUDITED)


                                               Nine Months Ended
Dollars in Millions                              September 30,
                                              1998           1997
Net sales                                  $ 1,191.6      $ 1,051.7
Cost of goods sold                             547.0          484.8
Gross profit                                   644.6          566.9
                                                               
Selling, general and administrative            
  expenses                                     394.4          361.5
Interest income - net                          (35.9)         (32.8)
                                                                
Income before income taxes                     286.1          238.2
Provision for income taxes                     114.9           97.8
                                                                
                                                                
Net Income                                     171.2          140.4
                                                                
Dividends on preference and preferred       
  stock                                         (0.6)          (0.6)
Reinvested Earnings - Beginning Balance        942.1          811.8
Reinvested Earnings - Ending Balance       $ 1,112.7      $   951.6

See accompanying notes to the condensed consolidated financial statements.
                                       

<3>                    


             STOKELY-VAN CAMP, INC. AND SUBSIDIARIES
           CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                     AND REINVESTED EARNINGS
                           (UNAUDITED)
                                          

                                             Three Months Ended
Dollars in Millions                             September 30,
                                             1998           1997
                                                        
Net sales                                $   473.0        $ 402.1
Cost of goods sold                           215.7          185.2
Gross profit                                 257.3          216.9
                                                        
Selling, general and administrative   
  expenses                                   146.7          134.1
Interest income - net                        (13.1)         (10.7)
                                                        
Income before income taxes                   123.7           93.5
Provision for income taxes                    49.0           38.4
                                                        
                                                        
Net Income                                    74.7           55.1
                                                        
Dividends on preference and preferred   
  stock                                       (0.2)          (0.2) 
Reinvested Earnings - Beginning Balance    1,038.2          896.7
Reinvested Earnings - Ending Balance     $ 1,112.7        $ 951.6
                                            
See accompanying notes to the condensed consolidated financial statements.
                                       
                                       
<4>                    
                    
                    
                   STOKELY-VAN CAMP, INC. AND SUBSIDIARIES
                    CONDENSED CONSOLIDATED BALANCE SHEETS
                                 (UNAUDITED)
                                       
                                       
                                                
                                                 September 30,    December 31,
Dollars in Millions                                  1998             1997
                                                            
ASSETS                                                      
Current Assets:                                             
 Cash and cash equivalents                        $     6.4        $     7.3
 Due from The Quaker Oats Company                     989.3            778.7
 Trade accounts receivable - net of allowances         75.2             28.7
 Inventories:                                              
  Finished goods                                       41.8             27.1
  Materials and supplies                                8.0              7.6
   Total inventories                                   49.8             34.7
 Other current assets                                  51.6             55.6
   Total Current Assets                             1,172.3            905.0
                                                            
Other assets                                           15.0              1.4
                                                            
Property, plant and equipment                         354.0            329.0
Less: accumulated depreciation                        103.1             86.8
  Property - net                                      250.9            242.2
    Total Assets                                  $ 1,438.2        $ 1,148.6
                                                            
LIABILITIES AND SHAREHOLDERS' EQUITY                        
Current Liabilities:                                        
 Trade accounts payable                           $    36.9        $    18.4
 Accrued payroll, benefits and bonus                   12.5             10.9
 Accrued advertising and merchandising                 41.6             16.4
 Income taxes payable                                  84.4             20.6
 Other current liabilities                             24.9             18.2
   Total Current Liabilities                          200.3             84.5
                                              
                                                            
Long-term debt                                          1.5              1.5
Other liabilities                                      46.6             46.6
Deferred income taxes                                  10.4              7.2
                                                            
Redeemable Preference and Preferred Stock              15.3             15.3
                                                            
                                                            
Common Shareholders' Equity:                                
 Common stock, $1 par value, authorized 10                 
  million shares; issued 3,591,381 shares               3.6              3.6
 Additional paid-in capital                            68.7             68.7
 Reinvested earnings                                1,112.7            942.1
 Treasury common stock, at cost, 602,010 shares       (20.9)           (20.9)
   Total Common Shareholders' Equity                1,164.1            993.5
    Total Liabilities and Shareholders' Equity    $ 1,438.2        $ 1,148.6 
      
 See accompanying notes to the condensed consolidated financial statements.
                    
                    
<5>                    


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


                                                  Nine Months Ended
Dollars in Millions                                 September 30,
                                                  1998          1997
                                                              
Cash Flows from Operating Activities:                         
  Net income                                    $ 171.2       $ 140.4
  Adjustments to reconcile net income to net                
    cash provided by operating activities:
     Depreciation and amortization                 18.6          15.8
     Deferred income taxes                          3.2           2.6
     Loss on disposition of property and    
       equipment                                    2.5          10.5
     Increase in trade accounts receivable        (46.5)        (38.1)
     Increase in inventories                      (15.1)         (5.9)
     Decrease in other current assets               4.0           0.2
     Increase in trade accounts payable            18.5           3.0
     Increase in income taxes payable              63.8          52.2
     Increase in other current liabilities         33.5          18.3
     Other items                                  (13.5)         (1.7)
     
     Net Cash Provided by Operating Activities    240.2         197.3

                                                              
Cash Flows from Investing Activities:                         
  Additions to property, plant and equipment      (30.5)        (35.0)
  Proceeds on the sale of property, plant and               
    equipment                                       0.6            -- 
                                                              
     Net Cash Used in Investing Activities        (29.9)        (35.0)

                                                              
Cash Flows from Financing Activities:                         
  Change in amount due from The Quaker Oats   
    Company                                      (210.6)       (161.8)
  Cash dividends                                   (0.6)         (0.6)
  Reduction of long-term debt                        --          (0.1)
                                                              
     Net Cash Used in Financing Activities       (211.2)       (162.5)
                                                              
Net Decrease in Cash and Cash Equivalents          (0.9)         (0.2)
                                                              
Cash and Cash Equivalents - Beginning of Period     7.3           5.3
Cash and Cash Equivalents - End of Period       $   6.4       $   5.1


See accompanying notes to the condensed consolidated financial statements.


<6>
                    STOKELY-VAN CAMP, INC. AND SUBSIDIARIES
           NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  (UNAUDITED)
                              SEPTEMBER 30, 1998
                                       
Note 1 - Basis of Presentation

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 nine and three months ended September
30, 1998 and 1997, the condensed consolidated balance sheet as of September 30,
1998,  and  the condensed consolidated statements of cash flows  for  the  nine
months  ended  September 30, 1998 and 1997, 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 September 30, 1998,  and  for  all
periods  presented.   All  adjustments made have been  of  a  normal  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, 1997.


Note 2 - Redeemable Preference and Preferred Stock

5% Cumulative Convertible Second Preferred Stock

As  of  September  30,  1998, authorized shares were  500,000  and  issued  and
outstanding  shares  were 9,131.  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).

5% Cumulative Prior Preference Stock

As  of September 30, 1998, authorized shares were 1,500,000, issued shares were
755,013 and outstanding shares were 754,680.

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


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.


<7>                    


                    STOKELY-VAN CAMP, INC. AND SUBSIDIARIES
           NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  (UNAUDITED)
                              SEPTEMBER 30, 1998


Note 4 - Current and Pending Accounting Changes

In  July 1997, the Financial Accounting Standards Board (FASB) issued Statement
#131,  "Disclosures  about Segments of an Enterprise and Related  Information."
This  Statement  expands  certain  reporting and  disclosure  requirements  for
segments  from current standards.  In February 1998, the FASB issued  Statement
#132,   "Employers'   Disclosures  about  Pensions  and  Other   Postretirement
Benefits."   This  Statement revises employers' disclosures about  pension  and
other  postretirement  benefit plans.  It does not change  the  measurement  or
recognition  of  those  plans.   The Company is not  required  to  adopt  these
Statements  until  December  1998 and does not expect  the  adoption  of  these
standards to result in material changes to previously reported amounts.

In  January 1998, Statement of Position (SOP) #98-1, "Accounting for the  Costs
of Computer Software Developed or Obtained for Internal Use," was issued.  This
SOP  provides guidance on the accounting for computer software costs. In  April
1998,  SOP #98-5, "Reporting on the Costs of Start-Up Activities," was  issued.
This  SOP  provides guidance on accounting for the cost of start-up activities.
The  Company is not required to adopt these Statements until January  1999  and
does  not expect the adoption of these standards to result in material  changes
to previously reported amounts or disclosures.

In  June  1998,  the  FASB  issued Statement #133, "Accounting  for  Derivative
Instruments and Hedging Activities."  The Statement establishes accounting  and
reporting  standards  requiring  that  all  derivative  instruments  (including
certain derivative instruments embedded in other contracts) be reflected in the
balance sheet as either an asset or liability measured at its fair value.   The
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
is  not  required to adopt this Statement until January 2000.  The Company  has
not determined its method or timing of adopting this statement or the impact on
its financial statements.   However, when adopted this Statement could increase
volatility in reported earnings and other comprehensive income of the Company.


<8>                                       
                                       
                    
                    STOKELY-VAN CAMP, INC. AND SUBSIDIARIES
           NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  (UNAUDITED)
                              SEPTEMBER 30, 1998

Note 5 - 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  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.

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.
                                       

<9>


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

Nine Months Ended September 30, 1998 Compared With
Nine Months Ended September 30, 1997

Operating Results

Consolidated  net sales for the nine months ended September 30,  1998  (current
year),  were  $1,191.6  million, up 13.3 percent from  the  nine  months  ended
September 30, 1997 (prior year).  U.S. Gatorade sales comprise about 97 percent
of  the total current year sales.  Gatorade thirst quencher sales and volume in
the United States increased 13.2 percent and 17.3 percent, respectively, driven
by  new  packaging  and flavors, and strong growth outside of  the  traditional
retail market, along with more favorable weather versus the prior year.   Price
changes  did not significantly affect the comparison of current year and  prior
year sales.

Gross profit margin increased to 54.1 percent of sales from 53.9 percent in the
prior year.  Selling, general and administrative (SG&A) expenses increased  9.1
percent,  primarily  due to an increase in advertising and merchandising  (A&M)
expenses.  As a percent of sales, A&M expenses were 22.9 percent in the current
year  compared  to  24.1  percent  in  the  prior  year,  reflecting  increased
efficiency.

Interest and Income Taxes

Net interest income of $35.9 million increased $3.1 million from the prior year
as a result of higher average amounts due from The Quaker Oats Company.

The effective tax rate for the current and prior year was 40.2 percent and 41.1
percent, respectively.

Three Months Ended September 30, 1998 Compared With
Three Months Ended September 30, 1997

Operating Results

Consolidated  net sales for the three months ended September 30, 1998  (current
year),  were $473.0 million, an increase of  17.6 percent from the three months
ended  September 30, 1997 (prior year).  U.S. Gatorade sales comprise  over  97
percent  of the total current year sales.  Gatorade thirst quencher  sales  and
volume   in  the  United  States  increased  17.6  percent  and  22.3  percent,
respectively,  driven  by  new packaging and flavors,  strong growth outside of
the  traditional  retail market and more favorable  weather  versus  the  prior
year.  Price changes did not significantly affect the comparison of current and
prior year sales.

Gross profit margin increased to 54.4 percent of sales from 53.9 percent in the
prior  year.  SG&A expenses increased 9.4 percent partly due to an increase  in
A&M  expenses.   As a percent of sales, A&M expenses were 21.7 percent  in  the
current  year compared to 23.7 percent in the prior year, reflecting  increased
efficiency.


<10>                    
                    
                    
                    STOKELY-VAN CAMP, INC. AND SUBSIDIARIES
                    MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                 FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Interest and Income Taxes

Net interest income of $13.1 million increased $2.4 million from the prior year
as a result of higher average amounts due from The Quaker Oats Company.

The  effective  tax  rate  for the current year was 39.6  percent  versus  41.1
percent in the prior year.

Liquidity and Capital Resources

Net cash provided by operating activities was $240.2 million and $197.3 million
for  the  nine  months  ended September 30, 1998 and 1997,  respectively.   The
increase  in  cash  flows  was  primarily due to higher  net  income.   Capital
expenditures for the nine months ended September 30, 1998 and 1997, were  $30.5
million and $35.0 million, respectively.  Capital expenditures are expected  to
increase  slightly during the remainder of the current year as Quaker continues
its expansion of production capacity for Gatorade thirst quencher in the United
States.   The  Company  expects that its future capital expenditures  and  cash
dividends will be financed through cash flows from operating activities.

Derivative Commodity and Financial 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  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.  Based  on the results of the sensitivity analyses,  the  market
risk  exposure  in the current year was immaterial.  Actual changes  in  market
prices or rates may differ from hypothetical changes.

Current and Pending Accounting Changes

In  July 1997, the Financial Accounting Standards Board (FASB) issued Statement
#131,  "Disclosures  about Segments of an Enterprise and Related  Information."
This  Statement expands certain  reporting  and  disclosure  requirements   for
segments   from   current  standards.   In  February  1998,  the  FASB   issued
Statement    #132,    "Employers'   Disclosures   about   Pensions  and   Other
                    
                    
<11>                    
                    
                    
                    STOKELY-VAN CAMP, INC. AND SUBSIDIARIES
                    MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                 FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Postretirement Benefits."  This Statement revises employers' disclosures  about
pension  and  other  postretirement benefit plans.   It  does  not  change  the
measurement  or  recognition of those plans.  The Company is  not  required  to
adopt these Statements until December 1998 and does not expect the adoption  of
these standards to result in material changes to previously reported amounts.

In  January 1998, Statement of Position (SOP) #98-1, "Accounting for the  Costs
of Computer Software Developed or Obtained for Internal Use," was issued.  This
SOP  provides guidance on the accounting for computer software costs. In  April
1998,  SOP #98-5, "Reporting on the Costs of Start-Up Activities," was  issued.
This  SOP  provides guidance on accounting for the cost of start-up activities.
The  Company is not required to adopt these Statements until January  1999  and
does  not expect the adoption of these standards to result in material  changes
to previously reported amounts or disclosures.

In  June  1998,  the  FASB  issued Statement #133, "Accounting  for  Derivative
Instruments and Hedging Activities."  The Statement establishes accounting  and
reporting  standards  requiring  that  all  derivative  instruments  (including
certain derivative instruments embedded in other contracts) be reflected in the
balance sheet as either an asset or liability measured at its fair value.   The
Statement  requires that changes in the instrument's fair value  be  recognized
currently in earnings unless specific hedge accounting criteria are  met.   The
accounting  provisions  for qualifying hedges allow an instrument's  gains  and
losses  to  offset related results on the hedged item in the income  statement,
and  require  that  the Company formally document, designate,  and  assess  the
effectiveness of transactions that qualify for hedge accounting.   The  Company
is  not  required to adopt this Statement until January 2000.  The Company  has
not determined its method or timing of adopting this Statement or the impact on
its financial statements.

Year 2000

Stokely,  through  its parent company, Quaker, conducts  the  majority  of  its
operations as an integrated component of Quaker's business.  As such,  Stokely,
throughout  its business, uses Quaker's software and other related technologies
that  will  be affected by the date change in year 2000. There are three  areas
where  year 2000 issues may affect Quaker, including: (1) the computer systems,
both  hardware  and  software, (2) embedded systems, as in  computer  chips  in
machinery   and   process  controls,  and  (3)  third  parties  with   material
relationships with the Company, such as vendors, customers and suppliers.

To  address  the  year  2000 issue, Quaker has developed  and  is  executing  a
detailed comprehensive readiness plan.  The first phase of the readiness  plan,
the  assessment of  Quaker's internal systems, has been completed.  The  second
phase involves the remediation, replacement and testing of computer systems and
embedded  systems and is scheduled for completion by mid-1999. The third  phase
will  continue through mid-1999 and includes Quaker taking steps to assess  the
year  2000 plans of its material third parties.  These steps include contacting
Quaker's  major  service providers, vendors, suppliers and customers  that  are
believed to be critical to the business operations after January  1,  2000,  to
determine  their  stage   of   year  2000  compliance  through  questionnaires,


<12>


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

interviews, on-site visits, testing and other available means. The fourth phase
involves  the development of contingency plans in the event of  year 2000  non-
compliance and is also expected to be completed by mid-1999.
                                       
While Quaker's year 2000 readiness plans are underway, the consequences of non-
compliance  by  Quaker,  its  major service providers,  its  customers  or  its
suppliers,  could  have  a  material adverse impact  on  Stokely's  operations.
Although  Quaker  does  not  anticipate any  major  non-compliance  issues,  it
currently believes that the greatest risk of disruption in its business  exists
in  the  event of non-compliance by its material third parties.   Some  of  the
possible consequences of non-compliance by Quaker or its material third parties
include,  among other things, temporary plant closings, delays in the  delivery
and  receipt  of  products  and supplies, invoice and  collection  errors,  and
inventory obsolescence. Given this risk, Quaker is developing contingency plans
intended  to mitigate the possible disruption in business operations  that  may
result   from   year  2000  non-compliance.   Contingency  plans  may   include
stockpiling  raw  and packaging materials, increasing finished goods  inventory
levels, securing alternate suppliers, or other appropriate measures.

It  is  currently  estimated that the aggregate cost  of   Quaker's  year  2000
efforts   will  be  approximately  $12  million  to  $15  million,   of   which
approximately  $4 million has been incurred to date.  Most of these  costs  are
being  funded  through  Quaker's operating cash flow.   These  amounts  do  not
include  any  costs  associated with the implementation of  contingency  plans,
which are in the process of being developed.

Quaker's  year 2000 readiness plan is an ongoing process and the  estimates  of
costs  and  completion dates for various components of the program as described
above are subject to change.

Cautionary Statement on Forward-Looking Statements

Forward-looking statements, within the meaning of Section 21E of the Securities
Exchange  Act  of  1934, are made throughout this Management's  Discussion  and
Analysis.   The  Company's  results may differ materially  from  those  in  the
forward-looking   statements.   Forward-looking   statements   are   based   on
management's  current views and assumptions and involve risks and uncertainties
that  could  significantly  affect expected results.   For  example,  operating
results may be affected by factors such as: actions of competitors; changes  in
laws  and  regulations,  including changes in governmental  interpretations  of
regulations and changes in accounting standards; customer demand; effectiveness
of  spending or programs; fluctuations in the cost and availability  of  supply
chain resources; weather; and the ability of the Company, and its major service
providers,  vendors, suppliers and customers, to adequately  address  the  year
2000 issue.

Continued  growth  in sales, earnings and cash flows from the  Gatorade  thirst
quencher  operations  is  dependent  on,  among  other  things:  the  level  of
competition  from its two key competitors, The Coca-Cola Co. and PepsiCo  Inc.;
the  ability to obtain increasing points of availability; the projected outcome
of  supply chain management programs; capital spending plans; markets  for  key
commodities,  especially  PET  resins and cardboard;  and  the  efficiency  and
effectiveness of A&M programs.
                                       
                          
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                          PART II - OTHER INFORMATION

All  other  items in Part II are either inapplicable to the Company during  the
quarter ended September 30, 1998, the answer is negative or a response has been
previously  reported and an additional report of the information  need  not  be
made, pursuant to the instructions to Part II.


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                                  SIGNATURES





Pursuant  to  the  requirements of the Securities Exchange  Act  of  1934,  the
registrant  has  duly  caused this report to be signed on  its  behalf  by  the
undersigned  thereunto duly authorized as an officer and  as  chief  accounting
officer.





                                     Stokely-Van Camp, Inc.
                                     (Registrant)




Date: November 11, 1998              /s/ Richard M. Gunst
                                     Richard M. Gunst
                                     Vice President and Corporate Controller


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