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, 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  July  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 Six and Three
       Months Ended June 30, 1998 and 1997                            3-4


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


     Condensed Consolidated Statements of Cash
       Flows for the Six Months Ended
       June 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

     Item 4 - Submission of Matters to a Vote of Security 
       Holders                                                         14 


SIGNATURES                                                             15


<2>


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



                                          

                                                     Six Months Ended
Dollars in Millions                                      June 30,
                                                   1998             1997
                                                               
Net sales                                      $   718.6         $  649.6
Cost of goods sold                                 331.3            299.6
Gross profit                                       387.3            350.0
                                                                
Selling, general and administrative expenses       247.7            227.4
Interest income -- net                             (22.8)           (22.1)
                                                                
Income before income taxes                         162.4            144.7
Provision for income taxes                          65.9             59.4
                                                                
                                                                
Net Income                                          96.5             85.3
                                                                
Dividends on preference and preferred stock         (0.4)            (0.4)
Reinvested Earnings -- Beginning Balance           942.1            811.8
Reinvested Earnings -- Ending Balance          $ 1,038.2         $  896.7

                                                     
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                                      June 30,
                                                   1998              1997
                                                                
Net sales                                      $   505.7          $  433.7
Cost of goods sold                                 224.4             192.4
Gross profit                                       281.3             241.3
                                                                
Selling, general and administrative expenses       160.0             151.4
Interest income -- net                             (11.2)            (10.4)
                                                             
Income before income taxes                         132.5             100.3
Provision for income taxes                          53.6              41.2
                                                                 
                                                                
Net Income                                          78.9              59.1
                                                                
Dividends on preference and preferred stock         (0.2)             (0.2) 
Reinvested Earnings -- Beginning Balance           959.5             837.8
Reinvested Earnings -- Ending Balance          $ 1,038.2          $  896.7

        
 See accompanying notes to the condensed consolidated financial statements.
                                       
                                       
<4>                    

                   
                   STOKELY-VAN CAMP, INC. AND SUBSIDIARIES
                    CONDENSED CONSOLIDATED BALANCE SHEETS
                                 (UNAUDITED)
                                       
                                       
                                                   June 30,     December 31,
Dollars in Millions                                  1998           1997
                                                                    
ASSETS                                                              
Current Assets:                                                     
  Cash and cash equivalents                       $     4.7       $     7.3
  Due from The Quaker Oats Company                    887.5           778.7
  Trade accounts receivable -- net of allowances      129.1            28.7
  Inventories:                                                      
   Finished goods                                      48.5            27.1
   Materials and supplies                              15.2             7.6
    Total inventories                                  63.7            34.7
  Other current assets                                 56.3            55.6
    Total Current Assets                            1,141.3           905.0
                                                                     
Other assets                                            2.6             1.4
                                                                    
Property, plant and equipment                         342.0           329.0
Less: accumulated depreciation                         97.7            86.8
   Property -- net                                    244.3           242.2
     Total Assets                                 $ 1,388.2       $ 1,148.6
                                                                    
LIABILITIES AND SHAREHOLDERS' EQUITY                                
Current Liabilities:                                                
  Trade accounts payable                          $    61.0       $    18.4
  Accrued payroll, benefits and bonus                  12.3            10.9
  Accrued advertising and merchandising                41.8            16.4
  Income taxes payable                                 82.4            20.6
  Other current liabilities                            28.8            18.2
    Total Current Liabilities                         226.3            84.5
                                                                    
Long-term debt                                          1.5             1.5
Other liabilities                                      46.6            46.6
Deferred income taxes                                   8.9             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                                1,038.2           942.1
 Treasury common stock, at cost, 602,010 shares       (20.9)          (20.9)
    Total Common Shareholders' Equity               1,089.6           993.5
     Total Liabilities and Shareholders' Equity   $ 1,388.2       $ 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)

                                                     
                                                        Six Months Ended
Dollars in Millions                                         June 30,
                                                      1998           1997
                                                                     
Cash Flows from Operating Activities:                                
  Net income                                         $ 96.5         $ 85.3
  Adjustments to reconcile net income to net cash                 
    provided by operating activities:
      Depreciation and amortization                    12.0            9.8
      Deferred income taxes                             1.7            2.4
      Loss on disposition of property and               
        equipment                                       0.4            5.3
      Increase in trade accounts receivable          (100.4)         (84.3)
      Increase in inventories                         (29.0)         (35.9)
      (Increase) decrease in other current assets      (0.7)           1.7
      Increase in trade accounts payable               42.6           28.5
      Increase in income taxes payable                 61.8           52.2
      Increase in other current liabilities            37.4           35.4
      Other items                                      (1.1)           4.9
                                                                     
      Net Cash Provided by Operating Activities       121.2          105.3
                                                                     

Cash Flows from Investing Activities:                                
  Additions to property, plant and equipment          (15.2)         (21.5)
  Proceeds on the sale of property, plant 
    and equipment                                       0.6             --
                                                                     
      Net Cash Used in Investing Activities           (14.6)         (21.5)
                                                                     
                                                                     
Cash Flows from Financing Activities:                                
  Change in amount due from The Quaker Oats Company  (108.8)         (84.4)
  Cash dividends                                       (0.4)          (0.4)
      
      Net Cash Used in Financing Activities          (109.2)         (84.8)
                                                                     

Net Decrease in Cash and Cash Equivalents              (2.6)          (1.0)
Cash and Cash Equivalents -- Beginning of Period        7.3            5.3
Cash and Cash Equivalents -- End of Period           $  4.7         $  4.3


See accompanying notes to the condensed consolidated financial statements.


<6>


                    STOKELY-VAN CAMP, INC. AND SUBSIDIARIES
           NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  (UNAUDITED)
                                 JUNE 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 six and three months ended June 30, 1998 
and 1997, the condensed consolidated balance sheet as of June 30, 1998, and the
condensed  consolidated statements of cash flows for the six months ended  June
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 June 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 June 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  June  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.
                    

<7>                    
                    
                    
                    STOKELY-VAN CAMP, INC. AND SUBSIDIARIES
           NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  (UNAUDITED)
                                 JUNE 30, 1998
                                       
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 - 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 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 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.


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


Six Months Ended June 30, 1998 Compared With
Six Months Ended June 30, 1997

Operating Results

Consolidated  net sales for the six months ended June 30, 1998 (current  year),
were  $718.6  million, up 11 percent from the six months ended  June  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  10  percent  and 14 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  was 53.9 percent in both years.   Selling,  general  and
administrative (SG&A) expenses increased 9 percent, partly due to  an  increase
in  advertising and merchandising (A&M) expenses.  As a percent of  sales,  A&M
expenses were 23.6 percent in the current year compared to 24.5 percent in  the
prior year, reflecting improved efficiency.

Interest and Income Taxes

Net  interest  income of $22.8 million increased $0.7 million  from  last  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 40.6 percent and 41.1
percent, respectively.

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

Operating Results

Consolidated net sales for the three months ended June 30, 1998 (current year),
were $505.7 million, an increase of 17 percent from the three months ended June
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 percent and 22 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 and prior year sales.

Gross  profit  margin was 55.6 percent of sales in both years.   SG&A  expenses
increased 6 percent partly due to an increase in A&M expenses.  As a percent of
sales,  A&M  expenses were 23.3 percent in the current year  compared  to  26.3
percent in the prior year, reflecting improved 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 $11.2 million increased $0.8 million  from  last  year
as a result of higher average amounts due from The Quaker Oats Company.

The  effective  tax  rate  for the current year was 40.5  percent  versus  41.1
percent in the prior year.

Liquidity and Capital Resources

Net cash provided by operating activities was $121.2 million and $105.3 million
for the six months ended June 30, 1998 and 1997, respectively.  The increase in
cash  flows  was primarily due to higher net income.  Capital expenditures  for
the  six  months  ended June 30, 1998 and 1997, were $15.2  million  and  $21.5
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.



<11>


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


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 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 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.


Year 2000

Stokely,  through its  parent company, Quaker,  conducts the  majority  of  its
operations  as  an  integrated  component of  Quaker's  businesses.   As  such,
Stokely,  throughout  its business, uses Quaker's software  and  other  related
technologies  that  will  be  affected  by  the  date change in the year  2000.
With  Quaker senior management accountability  and  corporate  staff  guidance,
the  affected  Quaker  operating  units  have  completed  the  assessment phase
and  are  in  varying  stages  of plan   implementation   to  address  Quaker's
year  2000   issues.   Overall,  Quaker   has  targeted  year  2000  compliance
primarily  by  the end  of 1998, with  certain Quaker operating units targeting
compliance  by  no  later than  mid-1999.   While  Quaker's plans are underway,
and Quaker does not anticipate  such, the  consequences  of  non-compliance  by
Quaker, its customers or its suppliers,  could  have  a material adverse impact
on  Stokely's  operations.  Stokely  will continue to incur expenses related to


<12>


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


these  efforts;  however,  such  expenses are not  expected to  have a material
impact on Stokely's 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.   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, 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.


<13>


                          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 6,
               1998.  Represented at the Meeting, either in person or by proxy,
               were 2,989,371 voting shares, of a total 2,999,771 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.

               -    Susan D. Wellington
                    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, 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.


<14>


                                 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 7, 1998                    /s/ Richard M. Gunst
                                        Richard M. Gunst
                                        Vice President and Corporate Controller
       

<15>