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 June 30, 1997
                                       
                                       
             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 for 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 July 31,
1997, 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 Six and Three Months
         Ended June 30, 1997 and 1996                                3-4

     Condensed Consolidated Balance Sheets as of
         June 30, 1997 and December 31, 1996                           5

     Condensed Consolidated Statements of Cash
         Flows for the Six Months Ended
         June 30, 1997 and 1996                                        6

     Notes to the Condensed Consolidated Financial
         Statements                                                  7-9

     Item 2 - Management's Discussion and Analysis of
         Financial Condition and Results of Operations             10-12

PART II - OTHER INFORMATION

     Item 4 - Submission of Matters to a Vote of Security Holders     13

SIGNATURES                                                            14



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



                                          

                                                Six Months Ended
Dollars in Millions                                 June 30,
                                                 1997       1996
                                                     
Net sales                                      $649.6     $617.4
Cost of goods sold                              299.6      300.3
Gross profit                                    350.0      317.1
                                                     
Selling, general and administrative expenses    227.4      206.7
Interest income - net                           (22.1)     (18.1)
                                                     
Income before income taxes                      144.7      128.5
Provision for income taxes                       59.4       52.7
                                                     
Net Income                                       85.3       75.8
                                                     
Dividends on preference and preferred stock      (0.4)      (0.4)
Reinvested Earnings - Beginning Balance         811.8      687.7
Reinvested Earnings - Ending Balance           $896.7     $763.1



  See accompanying notes to the condensed consolidated financial statements.
                                       




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



                                          

                                           
                                                Three Months Ended
Dollars in Millions                                  June 30,
                                                  1997      1996
                                                     
Net sales                                      $433.7     $430.3
Cost of goods sold                              192.4      200.6
Gross profit                                    241.3      229.7
                                                     
Selling, general and administrative expenses    151.4      135.6
Interest income - net                           (10.4)      (9.1)
                                                     
Income before income taxes                      100.3      103.2
Provision for income taxes                       41.2       42.8
                                                     
                                                     
Net Income                                       59.1       60.4
                                                     
Dividends on preference and preferred stock      (0.2)      (0.2)
Reinvested Earnings - Beginning Balance         837.8      702.9
Reinvested Earnings - Ending Balance           $896.7     $763.1



  See accompanying notes to the condensed consolidated financial statements.
                                       
                                       



                    STOKELY-VAN CAMP, INC. AND SUBSIDIARIES
                     CONDENSED CONSOLIDATED BALANCE SHEETS
                                  (UNAUDITED)
                                       
                                       
                                       
                                                         June 30,   December 31,
Dollars in Millions                                        1997          1996
                                                               
ASSETS                                                         
Current Assets:                                           
  Cash and cash equivalents                               $    4.3     $    5.3
  Due from The Quaker Oats Company                           760.3        715.3
  Trade accounts receivable - net of allowances              108.5         24.2
  Inventories:                                                         
    Finished goods                                            58.5         24.8
    Materials and supplies                                    11.5          9.3
      Total inventories                                       70.0         34.1
  Other current assets                                        38.2         39.9
      Total Current Assets                                   981.3        818.8
                                                          
Other Assets                                                   0.7          6.0
                                                          
Property, plant and equipment                                319.2        264.2
Less accumulated depreciation                                 84.3         75.4
    Property - Net                                           234.9        188.8
      Total Assets                                        $1,216.9     $1,013.6
                                                          
LIABILITIES AND SHAREHOLDERS' EQUITY                      
Current Liabilities:                                      
  Trade accounts payable                                  $   49.4     $   20.9
  Accrued payroll, benefits and bonus                         10.9          9.7
  Accrued advertising and merchandising                       45.1         21.9
  Income taxes payable                                        69.6         17.4
  Other current liabilities                                   32.7         21.7
      Total Current Liabilities                              207.7         91.6
                                                          
Long-term Debt                                                 0.3          0.3
Other Liabilities                                             43.1         43.2
Deferred Income Taxes                                          2.4            -
                                                          
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                                        896.7        811.8
  Treasury common stock, at cost, 602,010 shares             (20.9)       (20.9)
    Total Common Shareholders' Equity                        948.1        863.2
     Total Liabilities and Shareholders' Equity           $1,216.9     $1,013.6



  See accompanying notes to the condensed consolidated financial statements.




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



                                               
                                               
                                                               Six Months Ended
Dollars in Millions                                                June 30,
                                                                 1997     1996
                                                            
Cash Flows from Operating Activities:                       
  Net income                                                   $85.3     $75.8
  Adjustments to reconcile net income to net cash provided              
    by operating activities:
     Deferred income taxes                                       2.4       0.2
     Depreciation and amortization                               9.8       8.0
     Loss on disposition of property and equipment               5.3       0.3
     Increase in trade accounts receivable                     (84.3)    (81.4)
     Increase in inventories                                   (35.9)    (30.8)
     Decrease (increase) in other current assets                 1.7      (1.6)
     Increase in trade accounts payable                         28.5      19.5
     Increase in income taxes payable                           52.2      37.8
     Increase in other current liabilities                      35.4      51.3
     Other items                                                 4.9      11.2
                                                            
     Net Cash Provided by Operating Activities                 105.3      90.3

Cash Flows from Investing Activities:                       
  Additions to property, plant and equipment                   (21.5)    (23.7)
                                                            
      Net Cash Used in Investing Activities                    (21.5)    (23.7)
                                                            
Cash Flows from Financing Activities:                       
   Change in amount due from The Quaker Oats Company           (84.4)    (59.0)
   Cash dividends                                               (0.4)     (0.4)
   Reduction of long-term debt                                     -      (0.1)
      Net Cash Used in Financing Activities                    (84.8)    (59.5)

Net (Decrease) Increase in Cash and Cash Equivalents            (1.0)      7.1
Cash and Cash Equivalents - Beginning of Period                  5.3       8.4
Cash and Cash Equivalents - End of Period                      $ 4.3     $15.5



  See accompanying notes to the condensed consolidated financial statements.




                    STOKELY-VAN CAMP, INC. AND SUBSIDIARIES
           NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  (UNAUDITED)
                                 JUNE 30, 1997
                                       

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).  The condensed consolidated statements  of  income
and  reinvested earnings for the six and three months ended June 30,  1997  and
1996,  the  condensed consolidated balance sheet as of June 30, 1997,  and  the
condensed  consolidated statements of cash flows for the six months ended  June
30,  1997  and 1996, 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 June 30, 1997, 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, 1996.


Note 2 - Redeemable Preference and Preferred Stock

5% Cumulative Convertible Second Preferred Stock

As  of June 30, 1997, authorized shares were 500,000 and issued and outstanding
shares  were  10,500.   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  June  30,  1997, authorized shares were 1,500,000, issued  shares  were
753,856 and outstanding shares were 753,523.

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



                    STOKELY-VAN CAMP, INC. AND SUBSIDIARIES
           NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  (UNAUDITED)
                                 JUNE 30, 1997
                                       
                                       
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.


Note 4 - Pending Accounting Change

In March 1997, the Financial Accounting Standards Board (FASB) issued Statement
#128,  "Earnings Per Share."  The Company will adopt this statement during  the
fourth quarter.  The adoption of this new Statement will not have a significant
impact on the Company.

In July 1997, the FASB issued Statement #130, "Reporting Comprehensive Income,"
and  Statement  #131 "Disclosures About Segments of an Enterprise  and  Related
Information."  Statement #130 establishes standards for reporting comprehensive
income  in  financial statements.  Statement #131 expands certain reporting
and  disclosures  for  segments from current standards.   The  Company  is  not
required  to adopt these Statements until 1998 and does not expect the adoption
of  these  new  standards to result in material changes to previously  reported
amounts or disclosures.


Note 5 - Sale of Snapple Beverages

On  May  22, 1997, Quaker completed the sale of 100 percent of its wholly-owned
subsidiary, Snapple Beverage Corp., to Triarc Companies, Inc.  Prior to the 
completion of  this  transaction,  a Snapple facility in Tolleson, Arizona  
was  transferred  to the Company as  a  Gatorade  thirst  quencher
facility.   The  net book value of the assets transferred to  the  Company  was
$39.4 million.


Note 6 - Derivative Commodity Instruments

The  Company  actively  monitors  its exposure  to  commodity  price  risk  and
occasionally uses futures and options to reduce price exposure on purchased  or
anticipated  purchases of commodities.  Complex instruments involving  leverage
or  multipliers  are  not  used.  The Company  does  not  trade  or  use  these
instruments  with  the objective of earning financial gains  on  the  commodity
price  fluctuations alone, nor does it utilize instruments where there are  not
underlying exposures.  Management believes that its use of derivative commodity
instruments  to reduce risk is in the Company's best interest.   Currently  the
Company has no commodity hedges outstanding.



                    STOKELY-VAN CAMP, INC. AND SUBSIDIARIES
           NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  (UNAUDITED)
                                 JUNE 30, 1997
                                       
                                       
Instruments  used as hedges must be effective at reducing the risks  associated
with the underlying exposure being hedged and must be designated as a hedge  at
the  inception  of the contract.  Accordingly, changes in the market  value  of
hedge  instruments must have a high degree of inverse correlation with  changes
in  market  values  of the underlying hedged item.  Commodity derivatives  that
meet  these  hedge  criteria  are  accounted  for  under  the  deferral  method
(discussed  below).   Derivatives that do not meet  these  hedge  criteria  are
accounted  for  under  the fair value method with gains  or  losses  recognized
currently in the condensed consolidated income statement as a component of cost
of  goods  sold.   For hedges of anticipated transactions, the  Company  has  a
policy  that  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 sheet as a component  of  other
current  assets (if a loss) or other accrued 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
income statement as a component of cost of goods sold.



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


Six Months Ended June 30, 1997 Compared With
Six Months Ended June 30, 1996

Operating Results

Consolidated  net  sales for the six months ended June 30,  1997,  were  $649.6
million,  up 5 percent from the six months ended June 30, 1996.  This  increase
is primarily due to higher Gatorade thirst quencher sales in the United States.
Gatorade  thirst  quencher sales and volume in the United  States  increased  4
percent  and 5 percent, respectively, reflecting incremental sales from  a  new
product,  Gatorade Frost, and core business growth.  An initial  strong  season
sell-in,  resulting  in a 15 percent first quarter sales increase,  was  partly
offset  in  the  second quarter as cool and wet spring weather  in  the  United
States  depressed seasonal demand.  Price changes did not significantly  affect
the comparison of current year and prior year sales.

Gross  profit margin increased to 53.9 percent of sales from 51.4 percent  last
year   primarily   due  to  lower  packaging  costs.   Selling,   general   and
administrative (SG&A) expenses increased 10 percent primarily due to  increases
in  advertising and merchandising (A&M) expenses.  The increase in A&M expenses
was driven by media spending for the Gatorade Frost launch and support of other
growth  initiatives.   As a percent of sales, A&M expenses  increased  to  24.5
percent for the six months ended June 30, 1997, as compared to 23.4 percent for
the six months ended June 30, 1996.

Interest and Income Taxes

Net  interest  income of $22.1 million increased $4.0 million  from  last  year
stemming  from  higher  average amounts due from The Quaker  Oats  Company  and
higher interest rates.

The  effective  tax rate for the six months ended June 30, 1997 and  1996,  was
41.1 percent and 41.0 percent, respectively.


Three Months Ended June 30, 1997 Compared With
Three Months Ended June 30, 1996

Operating Results

Consolidated  net sales for the three months ended June 30, 1997,  were  $433.7
million,  an increase of 1 percent from the three months ended June  30,  1996.
An  increase in export sales was partly offset by a decrease in Gatorade thirst
quencher  in the United States.  Gatorade thirst quencher sales in  the  United
States  declined 1 percent on flat volume; however, exceptionally strong  sales
growth  of 17 percent in the prior year affected the comparison.  Current  year
sales were also adversely impacted by cool and wet spring weather in the United
States  which  depressed seasonal demand.  Price changes did not  significantly
affect the comparison of current and prior year sales.


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


Gross  profit margin increased to 55.6 percent of sales from 53.4 percent  last
year  primarily  due  to  lower packaging costs.  SG&A  expenses  increased  12
percent  primarily due to increases in A&M expenses.  Media spending to support
the Gatorade Frost launch began in the current quarter.  As a percent of sales,
A&M  expenses  increased to 26.3 percent for the three months  ended  June  30,
1997, as compared to 23.9 percent for the three months ended June 30, 1996.

Interest and Income Taxes

Net  interest  income of $10.4 million increased $1.3 million  from  last  year
stemming  from  higher  average amounts due from The Quaker  Oats  Company  and
higher interest rates.

The  effective  tax  rate for the three months ended June 30,  1997,  was  41.1
percent versus 41.5 percent last year.


Liquidity and Capital Resources

Net  cash provided by operating activities was $105.3 million and $90.3 million
for the six months ended June 30, 1997 and 1996, respectively.  The increase in
cash  flows  was primarily due to higher net income.  Capital expenditures  for
the  six  months  ended June 30, 1997 and 1996, were $21.5  million  and  $23.7
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.

Pending Accounting Change

In  March  1997,  the FASB issued Statement #128, "Earnings  Per  Share."   The
Company  will adopt this Statement during the fourth quarter.  The adoption  of
this new Statement will not have a significant impact on the Company.

In July 1997, the FASB issued Statement #130, "Reporting Comprehensive Income,"
and  Statement  #131 "Disclosures About Segments of an Enterprise  and  Related
Information."  Statement #130 establishes standards for reporting comprehensive
income  in  financial statements.  Statement #131 expands certain reporting
and  disclosures  for  segments from current standards.   The  Company  is  not
required  to adopt these Statements until 1998 and does not expect the adoption
of  these  new  standards to result in material changes to previously  reported
amounts or disclosures.



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


Sale of Snapple Beverages

On May 22, 1997, Quaker completed the sale of 100 percent of its wholly-owned
subsidiary, Snapple Beverage Corp., to Triarc Companies, Inc.  Prior to the
completion of  this  transaction,  a Snapple facility in Tolleson, Arizona
was  transferred  to  the Company  as  a  Gatorade  thirst  quencher
facility.   The  net book value of the assets transferred to  the  Company  was
$39.4 million.


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 external 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; and fluctuations in the cost and
availability of supply chain resources.

Continued  growth  in sales, earnings and cash flows from the  Gatorade thirst
quencher operations is dependent on the level of competition from its two key
competitors,  Coca-Cola  Co. and PepsiCo Inc., and  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.



                          PART II - OTHER INFORMATION
                                       

Item 4    Submission of Matters to a Vote of Security Holders

          (a)  The Company held its Annual Meeting of Shareholders on May 7,
               1997.  Represented at the Meeting, either in person or by proxy,
               were 2,989,371 voting shares, of a total 3,000,444 voting shares
               outstanding.  The matters voted upon at the Meeting are described
               in (c) below.

          (c)  To elect three directors to each serve for a one-year term or
               until their successors are elected and qualified.  All nominees
               are named below.

               -    James F. Doyle
                    Votes for Election - 2,989,371

               -    John G. Jartz
                    Votes for Election - 2,989,371

               -    Janet K. Cooper
                    Votes for Election - 2,989,371

                    There were no votes withheld, against, abstentions or
                    broker non-votes with respect to the election of any
                    nominee named above.


All  other  items in Part II are either inapplicable to the Company during  the
quarter  ended  June 30, 1997, 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.






                                  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: August 13, 1997         Thomas L. Gettings
                              Thomas L. Gettings
                              Vice President and Corporate Controller