UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549



FORM 10-Q



4
Quarterly Report Pursuant to Section 13 or 15 (d) of 
the Securities Exchange Act of 1934



For the quarterly period ended June 30, 2000



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



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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 4 | NO
|----- | --





The registrant had 2,989,371 shares of Common Stock outstanding on July 31,
2000, 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, 2000 and 1999 | 3-4  
|Condensed Consolidated Balance Sheets as of 
   June 30, 2000 and December 31, 1999                                                   | 5    
|Condensed Consolidated Statements of Cash Flows
   for the Six Months Ended June 30, 2000 and 1999                                    | 6    
|Notes to the Condensed Consolidated Financial Statements                                                                              | 7-9  
|Item 2 - Management's Discussion and Analysis of 
         Financial Condition and Results of
Operations                              | 10-14
|PART II - OTHER INFORMATION                                                                                                           |      
|Item 4 - Submission of Matters to a vote of Security Holders                                                                          | 15   
|SIGNATURES                                                                                                                            | 16   













Page 2



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





|Dollars in Millions                                                                                                       | Six Months Ended
   June 30,
|------------------------------------------------------------------------------------------------------------------------- | ----------------------------
|                                                                                                                          | 2000                        
|Net sales
Cost of goods sold
Gross profit                                                                                 | $    869.3  407.9 
461.4    
|Selling, general and administrative expenses
Interest income – net                                                        | 292.6  (43.6)               
|Income before income taxes
Provision for income taxes                                                                     | 212.4  81.8                 
|Net income                                                                                                                | 130.6                       
|Dividends on preference and preferred stock
Reinvested Earnings –
Beginning of Period
Reinvested Earnings –
End of Period | (0.4) 
   1,307.8 
$ 1,438.0





See accompanying notes to the condensed consolidated financial
 statements.















Page 3









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





|Dollars in Millions                                                                                                       | Three Months Ended
   June 30,
|------------------------------------------------------------------------------------------------------------------------- | ------------------------------
|                                                                                                                          | 2000                          
|Net sales
Cost of goods sold
Gross profit                                                                                 | $    570.2  259.7 
310.5      
|Selling, general and administrative expenses
Interest income – net                                                        | 184.9  (22.3)                 
|Income before income taxes
Provision for income taxes                                                                     | 147.9  57.1                   
|Net income                                                                                                                | 90.8                          
|Dividends on preference and preferred stock
Reinvested Earnings –
Beginning of Period
Reinvested Earnings –
End of Period | (0.2) 
   1,347.4 
$ 1,438.0  





See accompanying notes to the condensed consolidated financial
 statements.



















Page 4



STOKELY-VAN CAMP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)

|Dollars in Millions                                                                                                                                                                                                                                                                                                                                                                                | June 30,
    2000                                                                                                                                                                                                               |  | December 31, 1999                                                                                                                                                                                                                             
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Assets
Current Assets:
  Cash and cash equivalents
  Due from The Quaker Oats Company
  Trade accounts receivable – net of allowances
  Inventories:
    Finished goods
    Materials and supplies
       Total
inventories
  Other current assets
       Total Current Assets
Property, plant and equipment
Less: accumulated depreciation
    Property – net
Other assetsTotal Assets            | $        4.7      
  
1,231.8         
6.5         
 
81.2         18.5      
 
99.7         34.0      
 
1,376.7         
509.0         136.8        
   372.2         
  7.8    
   $ 1,756.7 |  | $        3.2        
 
1,103.6          
5.4          
    
39.6          16.2   
      
55.8          46.2     
    
1,214.2          
446.3          119.5         
   326.8          13.3       
 $ 1,554.3
|Liabilities and Shareholders' Equity
Current Liabilities:
  Trade accounts payable
  Accrued payroll, benefits and bonus
  Accrued advertising and merchandising
  Income taxes payable
  Other current liabilities
    Total Current Liabilities                                                                                          | $      56.4         
13.4         
56.5         
44.3         29.8      
 
200.4                                                                                                    |  | $      44.8        
 
13.4          
28.5          
16.2          23.8       
 
126.7                                                                                                             
|Long-term debt
Other liabilities
Deferred income taxes                                                                                                                                                                                                                                                                                                                                             | 1.8         
47.9         
2.4                                                                                                                                                                                                  |  | 1.9          
49.5          
2.2                                                                                                                                                                                                              
|Redeemable Preference and Preferred Stock
Common Shareholders' Equity:
  Common stock, $1 par value, authorized
    10 million shares; issued 3,591,381 shares
  Additional paid-in capital
  Reinvested earnings
  Cumulative translation adjustments
  Treasury common stock, at cost, 602,010 shares
     Total Common Shareholders' Equity
        Total Liabilities and Shareholders'
 Equity | 15.3         
 
 
3.6         
68.7         
1,438.0         
 (0.5)        (20.9)        1,488.9        $ 1,756.7                                                                                                          |  | 15.3        
 
 
 
3.6          
68.7          
1,307.8          
(0.5)         (20.9)         1,358.7         $ 1,554.3                                                                                                                      

See accompanying notes to the condensed consolidated financial statements.

Page 5





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





|Dollars in Millions                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | Six Months Ended
    June 30,2000         
   1999                        
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------
|Cash Flows from Operating Activities:
  Net income
  Adjustments to reconcile net income to net cash provided
       by operating activities:
          Depreciation and amortization
          Deferred income taxes
          Loss on disposition of
property and equipment
          Increase in trade accounts receivable
          Increase in inventories
          Decrease in other current assets
          Increase in trade accounts payable
          Increase in income taxes payable
          Increase in other current liabilities
          Other items
              
               
Net Cash Provided by Operating Activities | $   130.6 
 
 
18.2 
0.2 
-- 
(1.1)
(43.9)
12.2 
11.6 
28.1 
34.1 4.0194.0
|Cash Flows from Investing Activities:
  Additions to property, plant and equipment
  Proceeds on the sale of property, plant and equipment
 
             
Net Cash Used in Investing Activities                                                                                                                                                                                                                                                                                                                                                                                                                                                  | (64.1)0.4
 (63.7)                                                         
|Cash Flows from Financing Activities:
  Change in amount due from The Quaker Oats Company
  Cash dividends
  Proceeds from long-term debt
  Reduction of long-term debt
             
Net Cash Used in Financing Activities                                                                                                                                                                                                                                                                                                                                                                                                                       | (128.2)
(0.4)
-- (0.2)(128.8)                                             
|Net Increase (Decrease) in Cash and Cash Equivalents
Cash and Cash Equivalents - Beginning of Period
Cash and Cash Equivalents - End of Period                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | 1.5 3.2
$ 4.7                                                             

See accompanying notes to the condensed consolidated financial
statements.



Page 6



STOKELY-VAN CAMP, INC. AND SUBSIDIARIES
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
JUNE 30, 2000



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 six and three months ended June 30, 2000 and 1999, the condensed consolidated
 balance sheet as of June 30, 2000, and the condensed consolidated statements of cash flows
for the six months ended June 30, 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
June 30, 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.



Note 2 - Redeemable Preference and Preferred Stock



5% Cumulative Convertible Second Preferred Stock



As of June 30, 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).



5% Cumulative Prior Preference Stock



As of June 30, 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.





Page 7



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



Note 4 - Related Party Transactions



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 six months ended June 30, 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 $851.7 million and $560.2 million
from Stokely to QSD under the new sales and distribution agreement for the six and three months
 ended June 30, 2000, respectively.



Note 5 - Current and Pending Accounting Changes



In May 2000, the Emerging Issues Task Force (EITF) issued its conclusion on
 EITF 00-14, "Accounting for Certain Sales Incentives."  The EITF concluded that
certain consumer and customer sales promotion expenses should be reported as a reduction of
 sales rather than a marketing expense.  The Company is currently required to adopt this change
 by December 2000 and restate prior periods.  When adopted, the Company's net sales will be
 reduced by certain sales incentives, resulting in lower net sales and a corresponding reduction
 in merchandising expenses.  The amount of the reclassification has not been quantified.
However, because this change will result in a reclassification of expenses only, earnings will
 not be affected and operating margins will increase.



In June 1998, the Financial Accounting Standards Board (FASB) issued
SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities."  In June 2000, the
 FASB issued SFAS No. 138, "Accounting for Certain Instruments and Certain Hedging
 Activity," to amend SFAS No. 133. Collectively, these statements are intended to represent
 the comprehensive guidance on accounting for derivatives and hedging activities.  These
statements establish accounting and reporting standards requiring that certain derivative
instruments (including certain derivative instruments imbedded in other contracts) be recorded
 in the balance sheet as either an asset or a liability measured at its fair value.  These
statements require 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 of the hedged
 item in the income statement, and require that the Company must formally document,



Page 8

STOKELY-VAN CAMP, INC. AND SUBSIDIARIES
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
JUNE 30, 2000





designate and assess the effectiveness of transactions that qualify
for hedge accounting.  The Company will be required to adopt these statements by January 2001.
 When adopted, volatility in reported earnings and other comprehensive income of the Company
could increase.



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.









Page 9







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







This report discusses the operating results of Stokely for the six
 and three months ended June 30, 2000  (current year) compared with the six and three months
ended June 30, 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 $851.7 million and $560.2 million from Stokely to QSD for six and three month results,
respectively.  The contract pricing in the current year also affected comparability of profits
 and expenses as expressed as a percentage of sales.



Six Months Ended June 30, 2000 Compared with
Six Months Ended June 30, 1999



Operating Results



Consolidated net sales for the current year grew 7 percent to $869.3 million.
  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 16 percent and 7 percent, respectively.  Excluding the impact of
 contract pricing with QSD, U.S. sales would have increased 18 percent.  The introduction of
 a new 20-ounce multi-pack and two new flavors of Gatorade Fierce, and favorable weather
trends in key markets 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 53.1 percent in the current year compared
to 54.0 percent in the first six months of 1999, primarily reflecting the impact of contract
pricing with QSD and increased package and transportation costs.  Selling, general and
administrative (SG&A) expenses increased 7 percent, or $19.6 million, driven by increased
 advertising and merchandising (A&M) expense, partly offset by the absence of selling
expense in the current year due to the sales and distribution agreement with QSD.  A&M
spending increased by 27 percent to support increased sales, and the introduction of new
products, packaging and flavors.  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 $2.2 million to $168.8 million in the current year,
primarily due to increased sales largely offset by higher A&M spending.





Page 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 $43.6 million in the current year
increased $15.2 million as a result of higher average amounts due from The Quaker
 Oats Company. The effective tax rate was 38.5 percent and 39.5 percent as of
June 30, 2000 and 1999, respectively.  The decrease was partially due to reductions
 in the effective state tax rates compared to the first six months of 1999.



Three Months Ended June 30, 2000 Compared with
Three Months Ended June 30, 1999



Operating Results



Consolidated net sales for the current quarter grew 5 percent to
 $570.2 million.  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 15 percent and 6 percent, respectively.  Excluding the impact of
contract pricing with QSD, U.S. sales would have increased 16 percent.  The introduction of a
new 20-ounce multi-pack and two new flavors of Gatorade Fierce, and favorable weather
trends in key markets contributed to strong Gatorade sales growth.



Gross profit margin decreased to 54.5 percent in the current year compared
to 55.4 percent in the second quarter of 1999, primarily reflecting the impact of contract
pricing with QSD and increased package and transportation costs.  SG&A expenses increased
 12 percent, or $19.8 million, driven by increased A&M expense, partly offset by the absense
 of selling expense in the current quarter due to the sales and distribution agreement with QSD.
  A&M spending increased 31 percent to support increased sales, and the introduction of new
 products, packaging and flavors.  Operating income decreased $11.0 million to $125.6 million in
 the current quarter primarily due to higher A&M spending.



Interest and Income Taxes



Net interest income of $22.3 million in the current quarter increased
$9.0 million as a result of higher average amounts due from The Quaker Oats Company.  The
effective tax rate was 38.6 percent and 39.5 percent as of June 30, 2000 and 1999, respectively.
The decrease was partially due to reductions in the effective state tax rates compared to the
 second quarter of 1999.



Page 11







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





Liquidity and Capital Resources



Net cash provided by operating activities was $194.0 million and
$130.9 million for the six months ended June 30, 2000 and 1999, respectively, reflecting
higher net income and lower working capital in the current year.  The increase in trade
accounts receivable of $1.1 million in the current year compared to $104.2 million in the
 first six months of 1999 reflects the immediate reimbursement to Stokely for QSD inventory
 purchases in 2000.  Capital expenditures for the six months ended     June 30, 2000 and 1999,
 were $64.1 million and $25.2 million, respectively.  Capital expenditures are expected to
continue at about 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.



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.  The results of the sensitivity
 analyses as of June 30, 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.











Page 12







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



Current and Pending Accounting Changes



In May 2000, the Emerging Issues Task Force (EITF) issued its conclusion
on EITF 00-14, "Accounting for Certain Sales Incentives."  The EITF concluded that
 certain consumer and customer sales promotion expenses should be reported as a reduction of
sales rather than a marketing expense.  The Company is currently required to adopt this change
by December 2000 and restate prior periods.  When adopted, the Company's net sales will be
 reduced by certain sales incentives, resulting in lower net sales and a corresponding reduction
in merchandising expenses.  The amount of the reclassification has not been quantified.
  However, because this change will result in a reclassification of expenses only, earnings
 will not be affected and operating margins will increase.



In June 1998, the Financial Accounting Standards Board (FASB) issued
SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities."  In
June 2000, the FASB issued SFAS No. 138, "Accounting for Certain Instruments and
 Certain Hedging Activity," to amend SFAS No. 133. Collectively, these statements
are intended to represent the comprehensive guidance on accounting for derivatives and
hedging activities.  These statements establish accounting and reporting standards requiring
 that certain derivative instruments (including certain derivative instruments imbedded in
 other contracts) be recorded in the balance sheet as either an asset or a liability measured
at its fair value.  These statements require 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 of the hedged item in the income statement, and require that the
Company must formally document, designate and assess the effectiveness of transactions that
 qualify for hedge accounting.  The Company will be required to adopt these statements by
 January 2001.  When adopted, volatility in reported earnings and other comprehensive income
 of the Company could increase.















Page 13







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





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.
Statements that are not historical facts, including statements about expectations or projected
results, are forward-looking statements.  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; including cost-reduction and production capacity
expansion projects; fluctuations in the cost and availability of supply chain
resources; weather; and the ability of Quaker to execute distribution and outsourcing
initiatives.  In addition, capital expenditures may be affected by the amount of cash
flows from operating activities; and the Company's market risk exposures may be affected by
actual changes in market prices of derivative commodity instruments if actual changes differ
from the hypothetical changes used in sensitivity analyses.  Forward-looking statements speak
only as of the date they were made, and the Company undertakes no obligation to publicly update
them.



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 success of new brand introductions; 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.













Page 14





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 3, 2000.
The names of all individuals serving terms of office as director after the Meeting are
listed in (b) below.  The matters voted upon at the Meeting are described in (c) below.



(b)	The following directors were elected to one-year terms of office at the
Meeting: Susan D. Wellington, John G. Jartz, and Thomas L. Gettings.



(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.



Susan D. Wellington
		Votes For Election - 2,989,371



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



Thomas L. Gettings
		Votes For Election - 2,989,371



There were no votes withheld, against, abstentions or broker non-vote 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, 2000, 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.











Page 15





















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  9, 2000    
                
                
          
   /s/William G. Barker
                
                
                
          
                
                
William G. Barker            
             
                
                
                
                
             
Vice President and Corporate Controller















Page 16