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, 1996
                                       
                                       
             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,
1996, all of which were held by The Quaker Oats Company.





  Page 2

                    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, 1996 and 1995                               3-4

     Condensed Consolidated Balance Sheets as of
         September 30, 1996 and December 31, 1995                          5

     Condensed Consolidated Statements of Cash
         Flows for the Nine Months Ended
         September 30, 1996 and 1995                                       6

     Notes to the Condensed Consolidated Financial
         Statements                                                      7-8

     Item 2 - Management's Discussion and Analysis of
         Financial Condition and Results of Operations                  9-11

PART II - OTHER INFORMATION                                               12


SIGNATURES                                                                13





Page 3

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



                                          

                                                             Nine Months Ended
Dollars in Millions                                             September 30,
                                                              1996       1995
                                                     
Net sales                                                    $975.6   $1,015.8
Cost of goods sold                                            469.4      509.4
Gross profit                                                  506.2      506.4
                                                     
Selling, general and administrative expenses                  322.2      336.2
Interest income - net                                         (28.3)     (22.1)
Gain on divestiture                                              --      (44.9)
                                                     
Income before income taxes                                    212.3      237.2
Provision for income taxes                                     87.1       89.3
                                                     
                                                     
Net income                                                    125.2      147.9
                                                     
Dividends on preference and preferred stock                    (0.6)      (0.6)
Reinvested Earnings - Beginning Balance                       687.7      552.1
Reinvested Earnings - Ending Balance                         $812.3     $699.4











  See accompanying notes to the condensed consolidated financial statements.






Page 4


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



                                          

                                                            Three Months Ended
Dollars in Millions                                            September 30,
                                                              1996       1995
                                                     
Net sales                                                    $358.2     $373.3
Cost of goods sold                                            169.1      176.7
Gross profit                                                  189.1      196.6
                                                     
Selling, general and administrative expenses                  115.5      120.3
Interest income - net                                         (10.2)      (8.4)
                                                     
Income before income taxes                                     83.8       84.7
Provision for income taxes                                     34.4       33.4
                                                     
                                                     
Net income                                                     49.4       51.3
                                                     
Dividends on preference and preferred stock                    (0.2)      (0.2)
Reinvested Earnings - Beginning Balance                       763.1      648.3
Reinvested Earnings - Ending Balance                         $812.3     $699.4












  See accompanying notes to the condensed consolidated financial statements.








Page 5

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

                                                    September 30,  December 31,
Dollars in Millions                                     1996          1995
                                                               
ASSETS                                                         
Current Assets:                                           
  Cash and cash equivalents                          $    7.9        $  8.4
  Due from The Quaker Oats Company                      816.3         644.8
  Trade accounts receivable - net of allowances          50.9          26.5
  Inventories:                                            
    Finished goods                                       26.6          16.1
    Materials and supplies                                6.3           8.2
      Total inventories                                  32.9          24.3
  Other current assets                                   30.7          27.2
      Total Current Assets                              938.7         731.2
                                                          
Other Assets                                             10.7           4.6
                                                          
Property, plant and equipment                           240.5         210.5
Less accumulated depreciation                            72.2          68.8
    Property - Net                                      168.3         141.7
         Total Assets                                $1,117.7        $877.5
                                                          
LIABILITIES AND SHAREHOLDERS' EQUITY                      
Current Liabilities:                                      
  Trade accounts payable                             $   24.5        $  8.7
  Accrued payroll, benefits and bonus                    11.2          13.7
  Accrued advertising and merchandising                  48.1          15.9
  Income taxes payable                                   87.9          19.7
  Other current liabilities                              22.4          22.7
         Total Current Liabilities                      194.1          80.7
                                                        
Long-term Debt                                            0.3           0.5
Other Liabilities                                        42.9          41.4
Deferred Income Taxes                                     1.4           0.5
                                                          
Redeemable Preference and                                 
   Preferred Stock                                       15.3          15.3
                                                          
Common Shareholders' Equity:                              
  Common  stock, $1 par value, authorized                
   10,000,000 shares;issued 3,591,381 shares              3.6           3.6
  Additional paid-in capital                             68.7          68.7
  Reinvested earnings                                   812.3         687.7
  Treasury common stock, at cost, 602,010 shares        (20.9)        (20.9)
    Total Common Shareholders' Equity                   863.7         739.1
      Total Liabilities and Shareholders' Equity     $1,117.7        $877.5

  See accompanying notes to the condensed consolidated financial statements.






Page 6

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



                                             
                                             
                                                              Nine Months Ended
Dollars in Millions                                              September 30,
                                                               1996       1995
                                                       
Cash Flows from Operating Activities:                  
  Net income                                                  $125.2    $147.9
  Adjustments to reconcile net income to net cash provided
    by operating activities:
      Depreciation and amortization                             12.0      13.7
      Deferred income taxes                                      0.9      (1.5)
      Gain on divestiture                                         --     (44.9)
      Loss on disposition of property and equipment              0.5       0.6
      Increase in trade accounts receivable                    (24.4)    (36.7)
      (Increase) decrease in inventories                        (8.6)      4.5
      Increase in other current assets                          (3.5)    (14.1)
      Increase in trade accounts payable                        15.8      19.1
      Increase in income taxes payable                          68.2      23.6
      Increase (decrease) in other current liabilities          34.0      (1.2)
      Other items                                               (4.9)     (2.0)
                                                       
      Net Cash Provided by Operating Activities                215.2     109.0

Cash Flows from Investing Activities:                  
  Additions to property, plant and equipment                   (43.4)    (24.1)
  Business divestiture                                            --      90.6
                                                       
      Net Cash (Used in) Provided by Investing Activities      (43.4)     66.5

                                                       
Cash Flows from Financing Activities:                  
  Change in amount Due from The Quaker Oats Company           (171.5)   (162.6)
  Cash dividends                                                (0.6)     (0.6)
  Reduction of long-term debt                                   (0.2)     (0.2)
      Net Cash Used in Financing Activities                   (172.3)   (163.4)
                                                     
Net (Decrease) Increase in Cash and Cash Equivalents            (0.5)     12.1
Cash and Cash Equivalents - Beginning of Year                    8.4      12.7
Cash and Cash Equivalents - End of Period                     $  7.9    $ 24.8
                                                                   



  See accompanying notes to the condensed consolidated financial statements.
                    
                    
                    
                    

Page 7                    
                    
                    
                    STOKELY-VAN CAMP, INC. AND SUBSIDIARIES
           NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  (UNAUDITED)
                              SEPTEMBER 30, 1996

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, 1996
and  1995,  the condensed consolidated balance sheet as of September 30,  1996,
and  the  condensed consolidated statements of cash flows for the  nine  months
ended  September  30, 1996 and 1995, 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,  1996  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
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 report  to
shareholders for the six-month transition period ended December 31, 1995.

Certain previously  reported  amounts have  been reclassified to conform to the
current presentation.  Certain income  statement amounts previously reported in
the quarter  ended  September 30, 1995 have been  adjusted  to include  certain
expenses  previously  recorded  in the  three months  ended  December 31, 1995.
The  third and  fourth  quarter  supplemental information in the  upcoming 10-K
filing  for the year  ended  December 31, 1996 will  reflect this presentation.
These changes had no effect on the results of operations  reported in  the six-
month transition  period ended December 31, 1995.


Note 2 - Redeemable Preference and Preferred Stock

5% Cumulative Convertible Second Preferred Stock

As  of  September  30,  1996, authorized shares were  500,000  and  issued  and
outstanding  shares  were 10,800.  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, 1996, authorized shares were 1,500,000, issued shares were
753,556  and  outstanding  shares were 753,223.  This  issue  is  rated  A-  by
Standard  &  Poor's  (S&P)  and  has been put on CreditWatch  for  a  potential
downgrade.

Both issues are redeemable at the Company's option for $21 per share.
                    
                    
                    
                    
Page 8                    

                    
                    STOKELY-VAN CAMP, INC. AND SUBSIDIARIES
           NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  (UNAUDITED)
                              SEPTEMBER 30, 1996

Note 3 - Pending Accounting Change

In  October  1995, the FASB issued Statement #123, "Accounting for  Stock-Based
Compensation."  The Company is required to adopt this Statement no  later  than
December  31,  1996.  This Statement encourages companies to recognize  expense
for  employee  stock  options at an estimated fair value  based  on  an  option
pricing  model.  If expense is not recognized for employee stock  options,  pro
forma  footnote disclosure is required of what net income would have been under
the  Statement's  approach  to valuing and expensing  employee  stock  options.
Certain  other new disclosures will be required.  The Company has decided  that
it  will  not  recognize the expense related to employee stock options  in  the
financial statements.  The disclosure impact of this new Statement has not been
completely evaluated.

Note 4 - Divestiture

On  June 8, 1995, the Company completed the divestiture of the Van Camp's  pork
and beans business to Hunt-Wesson Inc., a subsidiary of ConAgra Inc., for $90.6
million and realized a gain of $44.9 million.  Sales and operating income  from
the  Van  Camp's business through the divestiture date were $76.2  million  and
$6.9  million, respectively.  Operating income includes certain allocations  of
overhead expenses.






Page 9


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

Presentation

This  report  discusses  the  nine-month  and  the  three-month  periods  ended
September 30, 1996 of the Company's new fiscal year reporting cycle which began
January 1, 1996.  The comparisons of the results for the nine-month and  three-
month  periods ended September 30, 1996 ("current year") to those of the  nine-
month  and  three-month  periods ended September 30, 1995  ("prior  year")  are
affected  by the divestiture of the Van Camp's business on June 8,  1995.   See
Note  4  for  further  discussion  about  the  divestiture.   Because  of   the
divestiture,  comparative nine-month financial results are  more  difficult  to
analyze.   To  aid  in  the  analysis, this discussion will  compare  financial
results as reported, then break out the impact of the divested business,  where
applicable,  and  compare  the  ongoing  Gatorade  thirst  quencher's  business
results.

Nine Months Ended September 30, 1996 Compared With
Nine Months Ended September 30, 1995

Operating Results

Consolidated net sales for the nine months ended September 30, 1996 were $975.6
million,  down 4 percent from the prior year.  Excluding the $76.2  million  of
Van  Camp's  sales  from the prior year, net sales were  up  4  percent.   This
increase  was primarily due to higher Gatorade thirst quencher's sales  in  the
United  States  partly offset by lower export sales as compared  to  the  prior
year.   Gatorade thirst quencher sales in the United States increased 6 percent
on  a volume increase of 4 percent.  This increase was driven by successful new
packaging  and  flavors along with merchandising and shelving gains  in  retail
outlets.

Gross profit margin increased to 51.9 percent of sales from 49.9 percent in the
prior  year.  Excluding the Van Camp's business from the prior year's  results,
gross profit margin was 50.9 percent.  The increase in gross profit margin  was
primarily  due to sales growth and lower manufacturing and packaging costs  for
Gatorade   thirst  quencher  in  the  United  States.   Selling,  general   and
administrative (SG&A) expenses decreased 4 percent to $322.2 million partly due
to  the  absence of expenses associated with the divested Van Camp's  business.
Excluding Van Camp's results, SG&A expenses increased 2 percent.  This was  due
to  increases  in  advertising and merchandising (A&M)  expenses  and  overhead
expenses in the current year.  A&M expenses were 23.1 percent and 23.4  percent
of  sales  for the nine months ended September 30, 1996 and 1995, respectively.
Excluding the Van Camp's business, A&M expenses were 23.7 percent of  sales  in
the  prior  year.   A&M expenses were lower as a percentage  of  sales  in  the
current year as a result of increased efficiency in A&M spending combined  with
increased sales.
                    
                    
                    
                    
                    
                    
                    
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 $28.3 million increased $6.2 million from the prior year
stemming from higher average amounts Due from The Quaker Oats Company.

The  effective tax rate for the nine months ended September 30, 1996  was  41.0
percent  versus 37.6 percent in the prior year.  The lower rate  for  the  nine
months  ended  September 30, 1995 is primarily attributable  to  favorable  tax
treatment of operations in Puerto Rico.
                                       
Three Months Ended September 30, 1996 Compared With
Three Months Ended September 30, 1995

Operating Results

Consolidated  net  sales  for the three months ended September  30,  1996  were
$358.2  million, down 4 percent from the prior year.  This decrease was  driven
by  a  3  percent decline in U.S. Gatorade thirst quencher's sales due to  less
favorable weather conditions versus the prior year.

Gross profit margin increased to 52.8 percent of sales from 52.7 percent in the
prior year.  SG&A expenses decreased 4 percent  to $115.5 million  due to lower
A&M expenses.  A&M expenses were 22.6 percent and 23.5 percent of sales for the 
three  months ended  September 30, 1996 and  1995, respectively.  A&M  expenses 
were  lower as  a percentage of  sales  due  to a shift in  the  timing  of A&M
spending as compared to the prior year.

Interest and Income Taxes

Net interest income of $10.2 million increased $1.8 million from the prior year
stemming from higher average amounts Due from The Quaker Oats Company.

The  effective tax rate for the three months ended September 30, 1996 was  41.1
percent  versus 39.5 percent in the prior year.  The lower rate for  the  three
months  ended  September 30, 1995 is primarily attributable  to  favorable  tax
treatment of operations in Puerto Rico.






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 $215.2 million and $109.0 million
for  the  nine  months  ended September 30, 1996 and 1995,  respectively.   The
increase in net cash provided by operating activities primarily reflects higher
net income, excluding the gain on the Van Camp's divestiture in the prior year,
and  favorable changes in trade accounts receivable, income taxes  payable  and
current liabilities which more than offset an increase in inventories and  less
favorable changes in trade accounts payable.  Capital expenditures for the nine
months  ended September 30, 1996 and 1995 were $42.8 million and $24.1 million,
respectively.   Capital expenditures are expected to continue  at  the  current
rate  in  the  fourth quarter of this year.  Quaker is building  a  plant  near
Atlanta,  Georgia to replace the Newport, Tennessee plant which was  sold  with
the Van Camp's business.  The project's cost will be approximately $50 million.
The Company expects that its future  capital  expenditures and  cash  dividends
will  be financed through cash flows from operating activities.

In  June  1996,  Standard & Poor's (S&P) put the Company's 5% Cumulative  Prior
Preference Stock on CreditWatch for a potential downgrade.

Pending Accounting Change

In  October  1995, the FASB issued Statement #123, "Accounting for  Stock-Based
Compensation."  The Company is required to adopt this Statement no  later  than
December  31,  1996.  This Statement encourages companies to recognize  expense
for  employee  stock  options at an estimated fair value  based  on  an  option
pricing  model.  If expense is not recognized for employee stock  options,  pro
forma  footnote disclosure is required of what net income would have been under
the  Statement's  approach  to valuing and expensing  employee  stock  options.
Certain  other new disclosures will be required.  The Company has decided  that
it  will  not  recognize the expense related to employee stock options  in  the
financial statements.  The disclosure impact of this new Statement has not been
completely evaluated.

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.

Total  Company  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 accounting standards; customer and  consumer
demand;  effectiveness  of  A&M spending or programs;  consumer  perception  of
health-related issues; and fluctuations in the cost and availability of supply-
chain resources.
                          
                          
                          
                          
                          
Page 12                          
                          
                          
                          PART II - OTHER INFORMATION
                                       
                                       



All  other  items in Part II are either inapplicable to the Company during  the
quarter ended September 30, 1996, 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 13


                                  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 12, 1996                 Thomas L. Gettings
                                        Thomas L. Gettings
                                        Vice President and Corporate Controller