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 March 31, 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 April   30,
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 Three Months
         Ended March 31, 1997 and 1996                        3

     Condensed Consolidated Balance Sheets as of
         March 31, 1997 and December 31, 1996                 4

     Condensed Consolidated Statements of Cash
         Flows for the Three Months Ended
         March 31, 1997 and 1996                              5

     Notes to the Condensed Consolidated Financial
         Statements                                         6-7

     Item 2 - Management's Discussion and Analysis of
         Financial Condition and Results of Operations      8-9

PART II - OTHER INFORMATION                                  10


SIGNATURES                                                   11


2


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



                                          

                                                   Three Months Ended
Dollars in Millions                                     March 31,
                                                   1997           1996
                                                                   
Net sales                                         $215.9         $187.1
Cost of goods sold                                 107.2           99.7
Gross profit                                       108.7           87.4
                                                                   
Selling, general and administrative expenses        76.0           71.1
Interest income - net                              (11.7)          (9.0)
                                                                   
Income before income taxes                          44.4           25.3
Provision for income taxes                          18.2            9.9
                                                                   
                                                                   
Net income                                          26.2           15.4
                                                                   
Dividends on preference and preferred stock         (0.2)          (0.2)
Reinvested Earnings - Beginning Balance            811.8          687.7
Reinvested Earnings - Ending Balance              $837.8         $702.9






  See accompanying notes to the condensed consolidated financial statements.
                    

                    
3                    

                    
                    STOKELY-VAN CAMP, INC. AND SUBSIDIARIES
                     CONDENSED CONSOLIDATED BALANCE SHEETS
                                  (UNAUDITED)
                                       
                                       
                                       
                                                      March 31,     December 31,
Dollars in Millions                                     1997            1996
                                                                                
ASSETS                                                              
Current Assets:                                                              
  Cash and cash equivalents                           $   14.1       $    5.3
  Due from The Quaker Oats Company                       697.1          715.3
  Trade accounts receivable - net of allowances           69.7           24.2
  Inventories:                                                              
    Finished goods                                        56.4           24.8
    Materials and supplies                                12.3            9.3
      Total inventories                                   68.7           34.1
  Other current assets                                    36.1           39.9
      Total Current Assets                               885.7          818.8
                                                                            
Other Assets                                               3.4            6.0
                                                                            
Property, plant and equipment                            270.8          264.2
Less accumulated depreciation                             78.4           75.4
    Property - Net                                       192.4          188.8
         Total Assets                                 $1,081.5       $1,013.6
                                                                            
LIABILITIES AND SHAREHOLDERS' EQUITY                                        
Current Liabilities:                                                        
  Trade accounts payable                              $   38.0       $   20.9
  Accrued payroll, benefits and bonus                     10.0            9.7
  Accrued advertising and merchandising                   21.3           21.9
  Income taxes payable                                    39.8           17.4
  Other current liabilities                               24.4           21.7
        Total Current Liabilities                        133.5           91.6
                                                                            
Long-term Debt                                             0.3            0.3
Other Liabilities                                         43.2           43.2
                                                                            
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                                    837.8          811.8
  Treasury common stock, at cost, 602,010 shares         (20.9)         (20.9)
     Total Common Shareholders' Equity                   889.2          863.2
        Total Liabilities and Shareholders' Equity    $1,081.5       $1,013.6
                                                               


  See accompanying notes to the condensed consolidated financial statements.
                    
                    
4                    

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



                                                            
                                                            
                                                             Three Months Ended
Dollars in Millions                                               March 31,
                                                              1997        1996
                                                                            
Cash Flows from Operating Activities:                                       
  Net income                                                 $ 26.2      $ 15.4
  Adjustments to reconcile net income to net cash provided                  
       by operating activities:
          Depreciation and amortization                         4.4         4.0
          Loss on disposition of property and equipment         1.6         0.1
          Increase in trade accounts receivable               (45.5)      (40.3)
          Increase in inventories                             (34.6)      (30.7)
          Decrease (increase) in other current assets           3.8        (5.5)
          Increase in trade accounts payable                   17.1        15.3
          Increase in income taxes payable                     22.4         3.1
          Increase in other current liabilities                 2.4         8.1
          Other items                                           2.2         4.9
                                                                            
          Net Cash Used in Operating Activities                 ---       (25.6)
                                                                            
Cash Flows from Investing Activities:                                       
  Additions to property, plant and equipment                   (9.2)      (13.3)
                                                                            
          Net Cash Used in Investing Activities                (9.2)      (13.3)
                                                                            
                                                                            
Cash Flows from Financing Activities:                                       
  Change in amount due from The Quaker Oats Company            18.2        45.9
  Cash dividends                                               (0.2)       (0.2)
  Reduction of long-term debt                                   ---        (0.1)
         Net Cash Provided by Financing Activities             18.0        45.6
                                                                            
Net Increase in Cash and Cash Equivalents                       8.8         6.7
Cash and Cash Equivalents - Beginning of Year                   5.3         8.4
Cash and Cash Equivalents - End of Quarter                   $ 14.1      $ 15.1



  See accompanying notes to the condensed consolidated financial statements.
                    
                    
5
                    

                    STOKELY-VAN CAMP, INC. AND SUBSIDIARIES
           NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  (UNAUDITED)
                                MARCH 31, 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 three months ended March 31, 1997 and 1996, the
condensed  consolidated balance sheet as of March 31, 1997, and  the  condensed
consolidated statements of cash flows for the three months ended March 31, 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  March  31, 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 March 31, 1997, authorized shares were 500,000 and issued and outstanding
shares  were  10,700.   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  March  31, 1997, authorized shares were 1,500,000, issued  shares  were
753,656 and outstanding shares were 753,323.

Both issues are redeemable at the Company's option for $21 per share.
                    
                    
6                    

                    
                    STOKELY-VAN CAMP, INC. AND SUBSIDIARIES
           NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  (UNAUDITED)
                                MARCH 31, 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 adoption of this new Statement will not have a
significant impact on the Company.


Note 5 - Subsequent Event

On  March 27, 1997, Quaker announced a definitive agreement to sell 100 percent
of  its  wholly-owned subsidiary, Snapple Beverage Corp., to Triarc  Companies,
Inc.  The transaction is subject to certain conditions including the receipt of
regulatory  approvals.  Management expects the transaction to be  completed  in
the  second  quarter  of  1997.   As a result of this  transaction,  a  Snapple
facility in Tolleson, Arizona will remain with Quaker and be transferred to the
Company  as  a Gatorade thirst quencher facility.  The net book value to be 
transferred to the Company is approximately $40 million.

                    
                    
7                    
                    
                    STOKELY-VAN CAMP, INC. AND SUBSIDIARIES
                    MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                 FINANCIAL CONDITION AND RESULTS OF OPERATIONS


Three Months Ended March 31, 1997 Compared With
Three Months Ended March 31, 1996

Operating Results

Consolidated net sales for the three months ended March 31, 1997,  were  $215.9
million,  up  15  percent from the three months ended  March  31,  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 15 percent, reflecting incremental sales from a new product, Gatorade
Frost,  and core business growth.  Price changes did not significantly affect
sales.

Gross  profit margin increased to 50.3 percent of sales from 46.7 percent  last
year  primarily due to lower packaging and ingredient costs.  Selling,  general
and  administrative  (SG&A)  expenses increased  7  percent  primarily  due  to
increases  in  advertising and merchandising (A&M)  expenses.   However,  as  a
percent  of sales, A&M expenses decreased to 20.9 percent for the three  months
ended March 31, 1997, as compared to 22.4 percent of sales for the three months
ended March 31, 1996.  Media spending to support the Gatorade Frost launch will
begin in the second quarter.

Interest and Income Taxes

Net  interest  income of $11.7 million increased $2.7 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 March 31,  1997,  was  41.0
percent  versus  39.1 percent last year.  The lower rate for the  three  months
ended  March  31,  1996, was due to favorable tax treatment  of  operations  in
Puerto Rico.

Liquidity and Capital Resources

Net  cash  from operating activities was zero for the three months ended  March
31,  1997, and net cash used in operating activities was $25.6 million for  the
three  months  ended March 31, 1996.  The increase in cash flows was  primarily
due  to  higher  net income and an increase in income taxes  payable.   Capital
expenditures  for  the three months ended March 31, 1997 and  1996,  were  $9.2
million and $13.3 million, respectively.  Capital expenditures are expected  to
increase  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.

                    
8                    


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

Pending Accounting Change

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

Subsequent Event

On  March 27, 1997, Quaker announced a definitive agreement to sell 100 percent
of  its  wholly-owned subsidiary, Snapple Beverage Corp., to Triarc  Companies,
Inc.  The transaction is subject to certain conditions including the receipt of
regulatory  approvals.  Management expects the transaction to be  completed  in
the  second  quarter  of  1997.   As a result of this  transaction,  a  Snapple
facility in Tolleson, Arizona will remain with Quaker and be transferred to the
Company  as  a Gatorade thirst quencher facility.  The net book value to be 
transferred to the Company is approximately $40 million.

Cautionary Statement on Forward-Looking Statements

Forward-looking statements within the meaning of Section 21E of the  Securities
and  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.
                          
                          
9                          
                          
                          
                          PART II - OTHER INFORMATION
                                       
                                       



All  other  items in Part II are either inapplicable to the Company during  the
quarter  ended  March 31, 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.



10







                                  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: May 9, 1997             Thomas L. Gettings
                              Thomas L. Gettings
                              Vice President and Corporate Controller


11