UNITED STATES
                SECURITIES AND EXCHANGE COMMISSION
                      Washington, D.C.  20549
                                 
                                 
                             FORM 10-Q
                                 
                                 
      X  Quarterly Report Pursuant to Section 13 or 15 (d) of
                the Securities Exchange Act of 1934
                                 
                                 
         For the quarterly period ended September 30, 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
October  31,  1997,  all  of which were held  by  The  Quaker  Oats
Company.



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



                                                              Page


PART I - FINANCIAL INFORMATION

     Item 1 - Financial Statements

     Condensed Consolidated Statements of Income and
         Reinvested Earnings for the Nine and Three
         Months Ended September 30, 1997 and 1996             3-4
         

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

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

     Notes to the Condensed Consolidated Financial
         Statements                                           7-9

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

PART II - OTHER INFORMATION                                    13
                                                
SIGNATURES                                                     14




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


                                                 Nine Months Ended
Dollars in Millions                                 September 30,
                                                   1997       1996
                                                     
Net sales                                      $1,051.7     $975.6
Cost of goods sold                                484.8      469.4
Gross profit                                      566.9      506.2
                                                     
Selling, general and administrative expense       361.5      322.2
Interest income - net                             (32.8)     (28.3)
                                                     
Income before income taxes                        238.2      212.3
Provision for income taxes                         97.8       87.1
                                                     
                                                     
Net Income                                        140.4      125.2
                                                     
Dividends on preference and preferred stock        (0.6)      (0.6)
Reinvested Earnings - Beginning Balance           811.8      687.7
Reinvested Earnings - Ending Balance           $  951.6     $812.3
                                 


See accompanying notes to the condensed consolidated financial statements.
                            
                                 


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


                                                     Three Months
                                                        Ended
Dollars in Millions                                  September 30,
                                                   1997       1996
                                                     
Net sales                                        $402.1     $358.2
Cost of goods sold                                185.2      169.1
Gross profit                                      216.9      189.1
                                                     
Selling, general and administrative expenses      134.1      115.5
Interest income - net                             (10.7)     (10.2)
                                                     
Income before income taxes                         93.5       83.8
Provision for income taxes                         38.4       34.4
                                                     
                                                     
Net Income                                         55.1       49.4
                                                     
Dividends on preference and preferred stock        (0.2)      (0.2)
Reinvested Earnings - Beginning Balance           896.7      763.1
Reinvested Earnings - Ending Balance             $951.6     $812.3



See accompanying notes to the condensed consolidated financial statements.

                                 


              STOKELY-VAN CAMP, INC. AND SUBSIDIARIES
               CONDENSED CONSOLIDATED BALANCE SHEETS
                            (UNAUDITED)
                                 
                                            
                                                 September 30,   December 31,
Dollars in Millions                                  1997            1996
                                                               
ASSETS                                                         
Current Assets:                                           
  Cash and cash equivalents                        $    5.1      $    5.3
  Due from The Quaker Oats Company                    837.7         715.3
  Trade accounts receivable - net of allowances        62.3          24.2
  Inventories:                                            
    Finished goods                                     33.1          24.8
    Materials and supplies                              6.9           9.3
      Total inventories                                40.0          34.1
  Other current assets                                 39.7          39.9
      Total Current Assets                            984.8         818.8
                                                          
Other Assets                                            7.9           6.0
                                                          
Property, plant and equipment                         323.4         264.2
Less accumulated depreciation                          86.8          75.4
  Property - Net                                      236.6         188.8
      Total Assets                                 $1,229.3      $1,013.6
                                                          
LIABILITIES AND SHAREHOLDERS' EQUITY                      
Current Liabilities:                                      
  Trade accounts payable                           $   23.9      $   20.9
  Accrued payroll, benefits and bonus                   8.3           9.7
  Accrued advertising and merchandising                36.9          21.9
  Income taxes payable                                 69.6          17.4
  Other current liabilities                            26.4          21.7
      Total Current Liabilities                       165.1          91.6
                                                          
Long-term Debt                                          0.2           0.3
Other Liabilities                                      43.1          43.2
Deferred Income Taxes                                   2.6            --
                                                          
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                                 951.6         811.8
  Treasury common stock, at cost, 602,010 shares      (20.9)        (20.9)
    Total Common Shareholders' Equity               1,003.0         863.2
      Total Liabilities and Shareholders' Equity   $1,229.3      $1,013.6
               


See accompanying notes to the condensed consolidated financial statements.




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

                                               
                                                      Nine Months Ended
Dollars in Millions                                     September 30,
                                                        1997       1996
                                                            
Cash Flows from Operating Activities:                       
  Net income                                           $140.4     $125.2
  Adjustments to reconcile net income to net               
    cash provided by operating activities:
      Deferred income taxes                               2.6        0.9
      Depreciation and amortization                      15.8       12.0
      Loss on disposition of property and equipment      10.5        0.5
      Increase in trade accounts receivable             (38.1)     (24.4)
      Increase in inventories                            (5.9)      (8.6)
      Decrease (increase) in other current assets         0.2       (3.5)
      Increase in trade accounts payable                  3.0       15.8
      Increase in income taxes payable                   52.2       68.2
      Increase in other current liabilities              18.3       34.0
      Other items                                        (1.7)      (4.9)
                                                            
      Net Cash Provided by Operating Activities         197.3      215.2
                                  
Cash Flows from Investing Activities:                       
  Additions to property, plant and equipment            (35.0)     (43.4)
                                                            
      Net Cash Used in Investing Activities             (35.0)     (43.4)

Cash Flows from Financing Activities:                       
  Change in amount due from The Quaker Oats Company    (161.8)    (171.5)
  Cash dividends                                         (0.6)      (0.6)
  Reduction of long-term debt                            (0.1)      (0.2)
      Net Cash Used in Financing Activities            (162.5)    (172.3)

Net Decrease in Cash and Cash Equivalents                (0.2)      (0.5)
Cash and Cash Equivalents - Beginning of Period           5.3        8.4
Cash and Cash Equivalents - End of Period              $  5.1     $  7.9



See accompanying notes to the condensed consolidated financial statements.




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

Note 1 - Basis of Presentation

The condensed consolidated financial statements include Stokely-Van
Camp,  Inc. (a wholly-owned subsidiary of The Quaker Oats  Company,
or  Quaker)  and  its  subsidiaries (the Company).   The  condensed
consolidated statements of income and reinvested earnings  for  the
nine  and  three  months ended September 30,  1997  and  1996,  the
condensed consolidated balance sheet as of September 30, 1997,  and
the  condensed consolidated statements of cash flows for  the  nine
months ended September 30, 1997 and 1996, have been prepared by the
Company  without  audit.   In  the  opinion  of  management,  these
financial  statements include all adjustments necessary to  present
fairly the financial position, results of operations and cash flows
as  of  September  30,  1997, and for all periods  presented.   All
adjustments  made have been of a normal recurring nature.   Certain
information and footnote disclosures normally included in financial
statements   prepared   in  accordance  with   generally   accepted
accounting  principles (GAAP) have been condensed or omitted.   The
Company  believes  that the disclosures included are  adequate  and
provide  a  fair  presentation of interim period results.   Interim
financial  statements  are  not  necessarily  indicative   of   the
financial position or operating results for an entire year.  It  is
suggested  that  these  interim financial  statements  be  read  in
conjunction  with the audited financial statements  and  the  notes
thereto  included  in the Company's Form 10-K for  the  year  ended
December 31, 1996.


Note 2 - Redeemable Preference and Preferred Stock

5% Cumulative Convertible Second Preferred Stock

As of September 30, 1997, authorized shares were 500,000 and issued
and  outstanding  shares  were 10,400.  The  voting  5%  Cumulative
Convertible  Second Preferred Stock ($20 par value) is  convertible
at the holder's option, on a share-for-share basis, into non-voting
5% Cumulative Prior Preference Stock ($20 par value).

5% Cumulative Prior Preference Stock

As  of September 30, 1997, authorized shares were 1,500,000, issued
shares were 753,956 and outstanding shares were 753,623.

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



              STOKELY-VAN CAMP, INC. AND SUBSIDIARIES
     NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                            (UNAUDITED)
                        SEPTEMBER 30, 1997
                                 
                                 
Note 3 - Estimates and Assumptions

The  preparation  of financial statements in conformity  with  GAAP
requires  management to make estimates and assumptions that  affect
the  reported  amounts of assets and liabilities and disclosure  of
contingent  assets  and liabilities at the date  of  the  financial
statements and the reported amounts of revenues and expenses during
the  reporting  period.   Actual results could  differ  from  those
estimates.


Note 4 - Pending Accounting Change

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

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


Note 5 - Sale of Snapple Beverages

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


Note 6 - Derivative Commodity Instruments

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




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

Under   the   deferral  method,  gains  and  losses  on  derivative
instruments  are  deferred  in the condensed  consolidated  balance
sheet  as a component of other current assets (if a loss) or  other
accrued  liabilities  (if  a gain) until the  underlying  inventory
being  hedged  is  sold.   As the hedged  inventory  is  sold,  the
deferred   gains  and  losses  are  recognized  in  the   condensed
consolidated  statement of income as a component of cost  of  goods
sold.





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


Nine Months Ended September 30, 1997 Compared With
Nine Months Ended September 30, 1996

Operating Results

Consolidated  net  sales for the nine months  ended  September  30,
1997,  were  $1.1 billion, up 8 percent from the nine months  ended
September  30,  1996.   This increase is primarily  due  to  higher
Gatorade  thirst  quencher sales in the  United  States.   Gatorade
thirst  quencher sales and volume in the United States increased  7
percent,  reflecting incremental sales from a new product, Gatorade
Frost,  and  core business growth resulting in market share  gains.
Price  changes  did  not  significantly affect  the  comparison  of
current year and prior year sales.

Gross  profit margin increased to 53.9 percent of sales  from  51.9
percent last year primarily due to lower packaging costs.  Selling,
general  and  administrative (SG&A) expenses increased  12  percent
primarily  due to increases in advertising and merchandising  (A&M)
expenses.   The increase in A&M expenses was driven,  in  part,  by
media  spending  for Gatorade Frost.  As a percent  of  sales,  A&M
expenses  increased  to  24.1 percent for  the  nine  months  ended
September 30, 1997, as compared to 23.1 percent for the nine months
ended September 30, 1996.

Interest and Income Taxes

Net  interest  income of $32.8 million increased $4.5 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 nine months ended September 30, 1997
and 1996, was 41.1 percent and 41.0 percent, respectively.

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

Operating Results

Consolidated  net  sales for the three months ended  September  30,
1997, were $402.1 million, an increase of 12 percent from the three
months ended September 30, 1996.  This increase is primarily due to
higher  Gatorade  thirst  quencher  sales  in  the  United  States.
Gatorade  thirst  quencher sales and volume in  the  United  States
increased  11  percent  and  12 percent,  respectively,  driven  by
incremental sales of Gatorade Frost and strong execution of  retail
in-store  initiatives, including increased shelf space and improved
displays.    Price  changes  did  not  significantly   affect   the
comparison of current and prior year sales.




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


Gross  profit margin increased to 53.9 percent of sales  from  52.8
percent  last  year primarily due to lower packaging  costs.   SG&A
expenses  increased 16 percent primarily due to  increases  in  A&M
expenses to support growth initiatives.  As a percent of sales, A&M
expenses  increased  to  23.7 percent for the  three  months  ended
September  30,  1997,  as compared to 22.6 percent  for  the  three
months ended September 30, 1996.


Interest and Income Taxes

Net  interest  income of $10.7 million increased $0.5 million  from
last  year stemming from higher average amounts due from The Quaker
Oats Company.

The  effective  tax rate for the three months ended  September  30,
1997 and 1996,  was 41.1 percent.


Liquidity and Capital Resources

Net  cash  provided by operating activities was $197.3 million  and
$215.2  million for the nine months ended September  30,  1997  and
1996, respectively.  The decrease in cash flows was driven in  part
by an increase in accounts receivable. Capital expenditures for the
nine  months ended September 30, 1997 and 1996, were $35.0  million
and $43.4 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.





              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 Company will adopt this Statement during  the  fourth
quarter of 1997.  The adoption of this new Statement will not  have
a significant impact on the Company.


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


Sale of Snapple Beverages

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


Cautionary Statement on Forward-Looking Statements

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

Continued  growth  in  sales, earnings  and  cash  flows  from  the
Gatorade  thirst quencher operations is dependent on the  level  of
competition from its two key competitors, Coca-Cola Co. and PepsiCo
Inc.,   and  the  projected  outcome  of  supply  chain  management
programs,  capital  spending plans, markets  for  key  commodities,
especially  PET  resins  and  cardboard,  and  the  efficiency  and
effectiveness of A&M programs.




                    PART II - OTHER INFORMATION


All  other items in Part II are either inapplicable to the  Company
during the quarter ended September 30, 1997, the answer is negative
or a response has been previously reported and an additional report
of  the  information need not be made, pursuant to the instructions
to Part II.











                            SIGNATURES





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





                              Stokely-Van Camp, Inc.
                              (Registrant)




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