**UNITED STATESSECURITIES AND EXCHANGE
COMMISSION**Washington, D.C. 20549

**FORM 10-Q**

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

**For the quarterly period ended September 30,
2000**

Transition Report Pursuant to Section 13 or 15 (d) ofthe
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 incorporation or
      organization)
    (I.R.S. Employer Identification No.)Quaker TowerP.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 4
    NO




The registrant had 2,989,371 shares of Common Stock outstanding on October
31, 2000, all of which were held by The Quaker Oats Company.







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

PagePART I - FINANCIAL INFORMATIONItem 1 - Financial StatementsCondensed Consolidated Statements of Income and
         Reinvested Earnings for the Nine and Three Months
         Ended September 30, 2000 and 1999
    3-4Condensed Consolidated Balance Sheets as of
        September 30, 2000 and December 31, 1999
    5Condensed Consolidated Statements of Cash
      Flows   for the Nine Months Ended September 30, 2000
      and 1999
    6Notes to the Condensed Consolidated Financial
      Statements
    7-9Item 2 - Management's Discussion and
      Analysis of   Financial Condition and Results of
    Operations
    10-14PART II - OTHER INFORMATION
    15SIGNATURES
    16














Page 2







STOKELY-VAN CAMP, INC. AND SUBSIDIARIESCONDENSED
CONSOLIDATED STATEMENTS OF INCOMEAND REINVESTED
EARNINGS(UNAUDITED)

|                                                   |   |                         |   |  |   |        
|-------------------------------------------------- | - | ----------------------- | - |  | - | -------
|                                                   |   |                         |   |  |   |        
|                                                   |   | Nine Months
      Ended |  
|                                                   |   | September
      30,     |  
|Dollars in Millions                                |   | 2000                    |   |  |   | 1999   
|                                                   |   |                         |   |  |   |        
|Net
      sales                                    | $ | 1,376.7                 |   |  | $ | 1,315.4
|Cost of
      goods sold                           |   | 647.2                   |   |  |   | 600.6  
|Gross
      profit                                 |   | 729.5                   |   |  |   | 714.8  
|                                                   |   |                         |   |  |   |        
|Selling,
      general and administrative expenses |   | 447.1                   |   |  |   | 425.5  
|Interest
      income – net                        |   | (67.8                   | ) |  |   | (43.0  
|                                                   |   |                         |   |  |   |        
|Income
      before income taxes                   |   | 350.2                   |   |  |   | 332.3  
|Provision for income taxes                         |   | 135.0                   |   |  |   | 131.1  
|                                                   |   |                         |   |  |   |        
|Net
      income                                   |   | 215.2                   |   |  |   | 201.2  
|                                                   |   |                         |   |  |   |        
|Dividends on preference and preferred stock        |   | (0.6                    | ) |  |   | (0.6   
|Reinvested Earnings – Beginning of Year            |   | 1,307.8                 |   |  |   | 1,105.7
|Reinvested Earnings – End of Period                | $ | 1,522.4                 |   |  | $ | 1,306.3





See accompanying notes to the condensed consolidated
financial statements.













Page 3



STOKELY-VAN CAMP, INC. AND SUBSIDIARIESCONDENSED
CONSOLIDATED STATEMENTS OF INCOMEAND REINVESTED
EARNINGS(UNAUDITED)

|                                                   |   |                        |   |  |   |        
|-------------------------------------------------- | - | ---------------------- | - |  | - | -------
|                                                   |   |                        |   |  |   |        
|                                                   |   | Three Months
    Ended |  
|                                                   |   | September 30,          |  
|Dollars in Millions                                |   | 2000                   |   |  |   | 1999   
|                                                   |   |                        |   |  |   |        
|Net
      sales                                    | $ | 507.4                  |   |  | $ | 500.9  
|Cost of
      goods sold                           |   | 239.3                  |   |  |   | 225.7  
|Gross
      profit                                 |   | 268.1                  |   |  |   | 275.2  
|                                                   |   |                        |   |  |   |        
|Selling,
      general and administrative expenses |   | 154.5                  |   |  |   | 152.5  
|Interest
      income – net                        |   | (24.2                  | ) |  |   | (14.6  
|                                                   |   |                        |   |  |   |        
|Income
      before income taxes                   |   | 137.8                  |   |  |   | 137.3  
|Provision for income taxes                         |   | 53.2                   |   |  |   | 54.1   
|                                                   |   |                        |   |  |   |        
|Net
      income                                   |   | 84.6                   |   |  |   | 83.2   
|                                                   |   |                        |   |  |   |        
|Dividends on preference and preferred stock        |   | (0.2                   | ) |  |   | (0.2   
|Reinvested Earnings – Beginning of Quarter         |   | 1,438.0                |   |  |   | 1,223.3
|Reinvested Earnings – End of Period                | $ | 1,522.4                |   |  | $ | 1,306.3



See accompanying notes to the condensed consolidated
financial statements.













Page 4







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

|                                                                                        | **September 30,** |       |             | **December 31,** | 
|--------------------------------------------------------------------------------------- | ----------------- | ----- | ----------- | ---------------- | 
|Dollars in
      Millions                                                               | 2000              |       |             | 1999             | 
|Assets                                                                                  |                   |       |             |                  | 
|Current Assets:                                                                         |                   |       |             |                  | 
|Cash and cash
    equivalents                                                           |                   | $     | 5.4         |                  | 
|Due from The Quaker Oats
      Company                                                  |                   |       | 1,296.1     |                  | 
|Trade accounts receivable
 – net of allowances                                          |                   |       | 5.9         |                  | 
|Inventories:                                                                            |                   |       |             |                  | 
|Finished goods                                                                          |                   |       | 65.0        |                  | 
|Materials and supplies                                                                  |                   |       | 13.6        |                  | 
|Total
      inventories                                                                 |                   |       | 78.6        |                  | 
|                                                                                        |                   |       |             |                  | 
|Other current assets                                                                    |                   |       | 39.8        |                  | 
|Total Current Assets                                                                    |                   |       | 1,425.8     |                  | 
|                                                                                        |                   |       |             |                  | 
|Property, plant and
      equipment                                                     |                   |       | 539.0       |                  | 
|Less: accumulated
      depreciation                                                    |                   |       | 145.3       |                  | 
|Property – net                                                                          |                   |       | 393.7       |                  | 
|                                                                                        |                   |       |             |                  | 
|Other assets                                                                            |                   |       | 13.1        |                  | 
|**Total
      Assets**                                                                  |                   | **$** | **1,832.6** |                  | 
|                                                                                        |                   |       |             |                  | 
|Liabilities and
      Shareholders' Equity                                              |                   |       |             |                  | 
|Current Liabilities:                                                                    |                   |       |             |                  | 
|Trade accounts
payable                                                                  |                   | $     | 46.9        |                  | 
|Accrued payroll, benefits and
      bonus                                               |                   |       | 11.4        |                  | 
|Accrued advertising and
      merchandising                                             |                   |       | 49.6        |                  | 
|Income taxes payable                                                                    |                   |       | 58.2        |                  | 
|Other current
    liabilities                                                           |                   |       | 24.8        |                  | 
|Total Current Liabilities                                                               |                   |       | 190.9       |                  | 
|                                                                                        |                   |       |             |                  | 
|Long-term debt                                                                          |                   |       | 1.9         |                  | 
|Other liabilities                                                                       |                   |       | 47.0        |                  | 
|Deferred income taxes                                                                   |                   |       | 4.2         |                  | 
|Redeemable Preference and
      Preferred Stock                                         |                   |       | 15.3        |                  | 
|Common Shareholders'
      Equity:                                                      |                   |       |             |                  | 
|Common stock, $1 par value,
      authorized 10 million shares; issued 3,591,381 shares |                   |       | 3.6         |                  | 
|Additional paid-in
      capital                                                        |                   |       | 68.7        |                  | 
|Reinvested earnings                                                                     |                   |       | 1,522.4     |                  | 
|Cumulative translation
      adjustments                                                |                   |       | (0.5        | )                | 
|Treasury common stock, at cost,
      602,010 shares                                    |                   |       | (20.9       | )                | 
|Total Common Shareholders'
      Equity                                                 |                   |       | 1,573.3     |                  | 
|Total Liabilities and
      Shareholders' Equity                                        |                   | $     | 1,832.6     |                  | 

See accompanying notes to the condensed consolidated
financial statements.

Page 5

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

|                                                                      |   | **Nine Months
      Ended**
|--------------------------------------------------------------------- | - | ---------------------------
|                                                                      |   | **September
      30,**    
|Dollars in
      Millions                                             |   | 2000                       
|                                                                      |   |                            
|Cash Flows from Operating
      Activities:                           |   |                            
|**Net
      Income**                                                  | $ | 215.2                      
|**Adjustments to
      reconcile net income to net cash provided by** |   |                            
|**operating
      activities:**                                       |   |                            
|Depreciation                                                          |   | 28.1                       
|Deferred income taxes                                                 |   | 2.0                        
|Loss on disposition of property
      and equipment                   |   | 0.2                        
|Increase in trade accounts
      receivable                           |   | (0.5                       
|(Increase) decrease in
      inventories                              |   | (22.8                      
|Decrease (increase) in other
      current assets                     |   | 6.4                        
|Increase in trade accounts
      payable                              |   | 2.1                        
|Increase in income taxes
      payable                                |   | 42.0                       
|Increase in other current
      liabilities                           |   | 20.2                       
|Other items                                                           |   | (2.3                       
|                                                                      |   |                            
|**Net Cash Provided by
      Operating Activities**                   |   | 290.6                      
|                                                                      |   |                            
|Cash Flows from Financing
      Activities:                           |   |                            
|Additions to property, plant
      and equipment                      |   | (95.6                      
|Proceeds on the sale of
      property, plant and equipment           |   | 0.4                        
|                                                                      |   |                            
|**Net Cash Used in Investing
      Activities**                       |   | (95.2                      
|                                                                      |   |                            
|**Cash Flows from
      Financing Activities:**                       |   |                            
|Change in amount due from The
      Quaker Oats Company               |   | (192.5                     
|Cash dividends                                                        |   | (0.6                       
|Proceeds from long-term
      debt                                    |   | –                          
|Reduction of long-term
      debt                                     |   | (0.1                       
|                                                                      |   |                            
|**Net Cash Used in Financing
      Activities**                       |   | (193.2                     
|                                                                      |   |                            
|**Net Increase in Cash
      and Cash Equivalents**                   |   | 2.2                        
|**Cash and Cash
      Equivalents – Beginning of Year**               |   | 3.2                        
|**Cash and Cash
      Equivalents – End of Period**                   | $ | 5.4                        



See accompanying notes to the condensed consolidated
financial statements.



Page 6

STOKELY-VAN CAMP, INC. AND SUBSIDIARIESNOTES TO THE
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(UNAUDITED)SEPTEMBER 30,
2000

Note 1 - Basis of Presentation

The condensed consolidated financial statements include Stokely-Van Camp,
Inc. (a wholly-owned subsidiary of The Quaker Oats Company, or Quaker) and its
subsidiaries (the Company or Stokely). The condensed consolidated statements of
income and reinvested earnings for the nine and three months ended September 30,
2000 and 1999, the condensed consolidated balance sheet as of September 30,
2000, and the condensed consolidated statements of cash flows for the nine
months ended September 30, 2000 and 1999, have been prepared by the Company
without audit. In the opinion of management, these financial statements include
all adjustments necessary to present fairly the financial position, results of
operations and cash flows as of September 30, 2000, and for all periods
presented. All adjustments made have been of a normal and recurring nature.
Certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting principles
(GAAP) have been condensed or omitted. The Company believes that the disclosures
included are adequate and provide a fair presentation of interim period results.
Interim financial statements are not necessarily indicative of the financial
position or operating results for an entire year. It is suggested that these
interim financial statements be read in conjunction with the audited financial
statements and the notes thereto included in the Company's Form 10-K for the
year ended December 31, 1999.

Note 2 - Redeemable Preference and Preferred Stock

5% Cumulative Convertible Second Preferred Stock:

As of September 30, 2000, authorized shares were 500,000 and issued and
outstanding shares were 7,905. 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, 2000, authorized shares were 1,500,000, issued shares
were 756,239 and outstanding shares were 755,906.

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









Page 7



STOKELY-VAN CAMP, INC. AND SUBSIDIARIESNOTES TO THE
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(UNAUDITED)SEPTEMBER 30,
2000

Note 3 - Estimates and Assumptions

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

Note 4 - Related Party Transactions

Effective October 1, 1999, Stokely entered into an agreement with Quaker
Sales and Distribution, Inc., (QSD), a wholly-owned subsidiary of Quaker, to
provide sales and distribution services for the Company in North America. Under
the terms of the agreement, QSD purchases finished goods from Stokely at a
contracted price based on the sales price to the ultimate customer less an
agreed-upon amount to compensate QSD for services provided, which for the nine
months ended September 30, 2000, was approximately 9 percent of the sales price
to the ultimate customer. The agreement is automatically renewable each year
unless one of the parties notifies the other of its intention not to renew. As a
result of this agreement, a majority of Stokely’s sales in 2000 and going
forward will be to Quaker, a related party. Current year results include net
sales of $1.35 billion and $498.5 million from Stokely to QSD under the new
sales and distribution agreement for the nine and three months ended September
30, 2000, respectively.

Note 5 - Current and Pending Accounting Changes

In May 2000, the Emerging Issues Task Force (EITF) issued its conclusion on
EITF No. 00-14, "Accounting for Certain Sales Incentives." The EITF concluded
that certain coupon expenses should be reported as a reduction of sales rather
than a marketing expense. The Company is currently required to adopt this change
by December 2000 and restate prior periods. When adopted, the Company’s net
sales will be reduced by certain sales incentives, resulting in lower net sales
and a corresponding reduction in merchandising expenses. The amount of the
reclassification has not been finalized. Earnings will not be affected by this
change and operating margins will increase.

In June 1998, the Financial Accounting Standards Board (FASB) issued SFAS No.
133, "Accounting for Derivative Instruments and Hedging Activities." In June
2000, the FASB issued SFAS No. 138, "Accounting for Certain Instruments and
Certain Hedging Activity," to amend SFAS No. 133. Collectively, these statements
are intended to represent the comprehensive guidance on accounting for
derivatives and hedging activities. These statements establish accounting and
reporting standards requiring that certain derivative instruments (including
certain derivative instruments imbedded in other contracts) be recorded in the
balance sheet as either an asset or a liability measured at its fair value.
These statements require that changes in the derivative's fair value be
recognized currently in earnings unless specific hedge accounting criteria are
met. The accounting provisions for qualifying hedges allow a derivative's gains
and losses to offset related results of the hedged item in the income statement,
and require that the Company must formally document, designate and assess the
effectiveness of transactions that qualify for hedge accounting. The Company
will be required to adopt these statements on January 1, 2001. When adopted,
volatility in reported earnings and other comprehensive income of the Company
could increase.

Page 8

STOKELY-VAN CAMP, INC. AND SUBSIDIARIESNOTES TO THE
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(UNAUDITED)SEPTEMBER 30,
2000

The Company is executing a detailed implementation plan to adopt these new
hedge accounting standards. The project plan includes four phases: (1) planning,
(2) testing, (3) documenting, and (4) reporting. The Company has completed the
first two phases, and is currently in the process of completing the remaining
two phases. In the planning phase, the Company completed an initial inventory of
its derivative instruments, reviewed its hedging and risk management strategies
and assessed the information systems requirements for tracking the hedge
effectiveness of derivative instruments. In the testing stage, the Company
performed a detailed review of selected contracts and tested hedge effectiveness
in certain prior periods to estimate the potential impact of this accounting
change to reported earnings. For the periods tested, the impact of adopting
these new standards was not material to those periods. In the third stage, the
Company will ensure that the appropriate documentation is completed to support
those derivative instruments qualifying for hedge accounting treatment on
January 1, 2001. During the fourth phase, the Company will calculate the impact
of adopting these new standards based on instruments held on January 1, 2001,
and ensure that all necessary policies, procedures and systems are operating as
designed.

**Note 6 - Derivative Commodity Instruments**

The Company actively monitors its exposure to risk from changes in commodity
prices and occasionally uses futures and options to manage price exposure on
purchased or anticipated purchases of corn sweetener. The Company’s policy is to
use derivatives only for purposes of managing risk associated with underlying
exposures. The Company does not trade or use instruments with the objective of
earning financial gains on the commodity price fluctuations alone, nor does it
use instruments where there are not underlying exposures. Complex instruments
involving leverage or multipliers are not used. Management believes that its use
of these instruments to manage risk is in the Company’s best interest. The
Company does not use derivative foreign exchange or interest rate instruments
because underlying exposures are not material.

Instruments used as hedges must be effective at reducing the risks associated
with the underlying exposure and must be designated as a hedge at the inception
of the contract. Accordingly, changes in the market value of the instruments
must have a high degree of inverse correlation with changes in market values or
cash flows of the underlying hedged item. The deferral method is used to account
for those instruments which effectively hedge the Company’s price exposures. For
hedges of anticipated transactions, the significant characteristics and terms of
the anticipated transaction must be identified, and the transaction must be
probable of occurring to qualify for deferral method accounting.

Under the deferral method, gains and losses on derivative instruments are
deferred in the condensed consolidated balance sheets as a component of other
current assets (if a loss) or other current liabilities (if a gain) until the
underlying inventory being hedged is sold. As the hedged inventory is sold, the
deferred gains and losses are recognized in the condensed consolidated
statements of income as a component of cost of goods sold. Derivative
instruments that do not meet the above criteria required for deferral treatment
are accounted for under the fair value method with gains and losses recognized
currently in the condensed consolidated statements of income as a component of
cost of goods sold.

Page 9

STOKELY-VAN CAMP, INC. AND SUBSIDIARIESMANAGEMENT'S
DISCUSSION AND ANALYSIS OFFINANCIAL CONDITION AND RESULTS OF
OPERATIONS

**Introduction**

This report discusses the operating results of Stokely for the nine and three
months ended September 30, 2000 compared with the nine and three months ended
September 30, 1999. The comparisons of current and prior year net sales, and
selling and distribution costs were affected by a contract with Quaker Sales and
Distribution, Inc. (QSD), a wholly-owned subsidiary of Quaker. Effective October
1, 1999, Stokely entered into an agreement with QSD to provide sales and
distribution services for the Company in North America. Under the terms of this
agreement, QSD purchases finished goods from Stokely at a contracted price based
on the sales price to the ultimate customer less an agreed-upon amount to
compensate QSD for services provided. This amount was approximately 9 percent of
the sales price to the ultimate customer in the current year. Current year
results included net sales of $1.35 billion and $498.5 million from Stokely to
QSD for the nine and three months ended September 30, 2000, respectively.
 The contract pricing in the current year also affected comparability of
profits and expenses expressed as a percentage of sales.

Nine Months Ended September 30, 2000 Compared withNine
Months Ended September 30, 1999

***Operating Results***

Consolidated net sales for the nine months ended September 30, 2000 (current
year) grew 5 percent to $1.38 billion. In the United States, where more than 97
percent of the total current year sales were generated, volume and sales grew 14
percent and 5 percent, respectively. However, excluding the impact of contract
pricing with QSD, U.S. sales would have increased 16 percent. Compared to last
year, two new flavors of Gatorade Fierce, new multiple packs and new
points of distribution drove Gatoradethirst quencher growth. In
addition, the regional introduction of Propel fitness water, now
available in about 25 percent of the United States, contributed 1 percentage
point to growth.

Gross profit margin decreased to 53.0 percent in the current year compared to
54.3 percent in the first nine months of 1999. Gross margin declined as the
impact of higher plastic bottle (P.E.T. resin) costs was only partly mitigated
by pricing on certain package sizes. As previously discussed, the decrease also
reflects the impact of the sales and distribution agreement with QSD in the
current year.

Selling, general and administrative (SG&A) expenses increased 5 percent,
or $21.6 million, driven by increased advertising and merchandising (A&M)
expense. A&M spending increased by 24 percent, partly to support the
introduction of new products, packages and flavors. Excluding A&M spending,
SG&A decreased as the Company’s U.S. business did not incur selling expense
in the current year due to the sales and distribution agreement with QSD.
SG&A also included $0.2 million in restructuring charges related to the
Company’s decision to close a leased Gatorade manufacturing facility in
Puerto Rico.

Operating income decreased $6.9 million to $282.4 million in the current
year, primarily due to higher A&M spending and higher plastic bottle (P.E.T.
resin) costs.

Page 10

STOKELY-VAN CAMP, INC. AND SUBSIDIARIESMANAGEMENT'S
DISCUSSION AND ANALYSIS OFFINANCIAL CONDITION AND RESULTS OF
OPERATIONS

***Interest and Income Taxes***

Net interest income of $67.8 million in the current year increased $24.8
million as a result of higher average amounts due from The Quaker Oats Company.
The effective tax rate was 38.5 percent and 39.5 percent as of September 30,
2000 and 1999, respectively. The decrease was partially due to reductions in the
effective state tax rates compared to the first nine months of 1999.

Three Months Ended September 30, 2000 Compared withThree
Months Ended September 30, 1999

***Operating Results***

Consolidated net sales for the three months ended September 30, 2000 (current
quarter) grew 1 percent to $507.4 million. In the United States, where more
than 97 percent of the total current year sales were generated, volume and sales
grew 11 percent and 2 percent, respectively. However, excluding the impact of
contract pricing with QSD, U.S. sales would have increased 12 percent. Sales of
new flavors and multiple packs along with new points of distribution for
Gatorade thirst quencher all contributed to the strong growth in the
quarter. In addition, the introduction of a new product, Propel fitness
water, contributed 1 percentage point to growth.

Gross profit margin decreased to 52.8 percent in the current quarter compared
to 54.9 percent in the third quarter of 1999. Gross margin declined as the
impact of higher plastic bottle (P.E.T. resin) costs was only partly mitigated
by pricing on certain package sizes. As previously discussed, the decrease also
reflects the impact of the sales and distribution agreement with QSD in the
current year.

SG&A expenses increased 1 percent, or $2.0 million, driven by increased
A&M expense. A&M spending increased 17 percent partly to support the
introduction of new products and packages and flavors. Excluding A&M
spending, SG&A decreased as the Company’s U.S. business did not incur
selling expense in the current quarter due to the sales and distribution
agreement with QSD.

Operating income decreased $9.1 million to $113.6 million in the current
quarter, primarily due to higher A&M spending and higher plastic bottle
(P.E.T. resin) costs.

***Interest and Income Taxes***

Net interest income of $24.2 million in the current quarter increased $9.6
million as a result of higher average amounts due from The Quaker Oats Company.
The effective tax rate was 38.6 percent and 39.4 percent as of September 30,
2000 and 1999, respectively. The decrease was partially due to reductions in the
effective state tax rates compared to the third quarter of 1999.



Page 11



STOKELY-VAN CAMP, INC. AND SUBSIDIARIESMANAGEMENT'S
DISCUSSION AND ANALYSIS OFFINANCIAL CONDITION AND RESULTS OF
OPERATIONS

**Liquidity and Capital Resources**

Net cash provided by operating activities was $290.6 million and $304.4
million for the nine months ended September 30, 2000 and 1999, respectively,
reflecting higher working capital, partly offset by higher net income in the
current year. The increase in trade accounts receivable of $0.5 million in the
current year compared to $38.6 million in the first nine months of 1999 reflects
the immediate reimbursement to Stokely for QSD inventory purchases in 2000.
Capital expenditures for the nine months ended September 30, 2000 and 1999, were
$95.6 million and $48.9 million, respectively. Capital expenditures are expected
to continue at about the current rate as the Company continues to expand its
production capacity. The Company expects that its future capital expenditures
and cash dividends will be financed through cash flow from operating
activities.

**Derivative Commodity and Financial
Instruments**

The Company actively monitors its exposure to risk from changes in commodity
prices and occasionally uses futures and options to manage price exposure on
purchased or anticipated purchases of corn sweetener. The Company uses
derivatives only for purposes of managing risk associated with underlying
exposures. The Company does not trade or use instruments with the objective of
earning financial gains on the commodity price fluctuations alone, nor does it
use instruments where there are not underlying exposures. Complex instruments
involving leverage or multipliers are not used. Management believes that its use
of these instruments to manage risk is in the Company’s best interest. The
Company does not use derivative foreign exchange or interest rate instruments
because underlying exposures are not material.

The Company has estimated its market risk exposures using sensitivity
analyses. Market risk exposure has been defined as the change in fair value of a
derivative commodity instrument assuming a hypothetical 10 percent adverse
change in market prices or rates. Fair value was determined using quoted market
prices. The results of the sensitivity analyses as of September 30, 2000, did
not differ materially from the amounts reported as of December 31, 1999. Actual
changes in market prices `or rates may differ from hypothetical changes.









Page 12





STOKELY-VAN CAMP, INC. AND
SUBSIDIARIESMANAGEMENT'S DISCUSSION AND ANALYSIS OFFINANCIAL CONDITION
AND RESULTS OF OPERATIONS

**Current and Pending Accounting Changes**

In May 2000, the Emerging Issues Task Force (EITF) issued its conclusion on
EITF No. 00-14, "Accounting for Certain Sales Incentives." The EITF concluded
that certain coupon expenses should be reported as a reduction of sales rather
than a marketing expense. The Company is currently required to adopt this change
by December 2000 and restate prior periods. When adopted, the Company’s net
sales will be reduced by certain sales incentives, resulting in lower net sales
and a corresponding reduction in merchandising expenses. The amount of the
reclassification has not been finalized. Earnings will not be affected by this
change and operating margins will increase.

In June 1998, the Financial Accounting Standards Board (FASB) issued SFAS No.
133, "Accounting for Derivative Instruments and Hedging Activities." In June
2000, the FASB issued SFAS No. 138, "Accounting for Certain Instruments and
Certain Hedging Activity," to amend SFAS No. 133. Collectively, these statements
are intended to represent the comprehensive guidance on accounting for
derivatives and hedging activities. These statements establish accounting and
reporting standards requiring that certain derivative instruments (including
certain derivative instruments imbedded in other contracts) be recorded in the
balance sheet as either an asset or a liability measured at its fair value.
These statements require that changes in the derivative's fair value be
recognized currently in earnings unless specific hedge accounting criteria are
met. The accounting provisions for qualifying hedges allow a derivative's gains
and losses to offset related results of the hedged item in the income statement,
and require that the Company must formally document, designate and assess the
effectiveness of transactions that qualify for hedge accounting. The Company
will be required to adopt these statements on January 1, 2001. When adopted,
volatility in reported earnings and other comprehensive income of the Company
could increase.

The Company is executing a detailed implementation plan to adopt these new
hedge accounting standards. The project plan includes four phases: (1) planning,
(2) testing, (3) documenting, and (4) reporting. The Company has completed the
first two phases, and is currently in the process of completing the remaining
two phases. In the planning phase, the Company completed an initial inventory of
its derivative instruments, reviewed its hedging and risk management strategies
and assessed the information systems requirements for tracking the hedge
effectiveness of derivative instruments. In the testing stage, the Company
performed a detailed review of selected contracts and tested hedge effectiveness
in certain prior periods to estimate the potential impact of this accounting
change to reported earnings. For the periods tested, the impact of adopting
these new standards was not material to those periods. In the third stage, the
Company will ensure that the appropriate documentation is completed to support
those derivative instruments qualifying for hedge accounting treatment on
January 1, 2001. During the fourth phase, the Company will calculate the impact
of adopting these new standards based on instruments held on January 1, 2001,
and ensure that all necessary policies, procedures and systems are operating as
designed.





Page 13



STOKELY-VAN CAMP, INC. AND
SUBSIDIARIESMANAGEMENT'S DISCUSSION AND ANALYSIS OFFINANCIAL CONDITION
AND RESULTS OF OPERATIONS



**Cautionary Statement on Forward-Looking
Statements**

Forward-looking statements, within the meaning of Section 21E of the
Securities Exchange Act of 1934, are made throughout this Management's
Discussion and Analysis. Statements that are not historical facts, including
statements about expectations or projected results, are forward-looking
statements. The Company's results may differ materially from those in the
forward-looking statements. Forward-looking statements are based on management's
current views and assumptions and involve risks and uncertainties that could
significantly affect expected results. For example, operating results may be
affected by factors such as: actions of competitors; changes in laws and
regulations, including changes in governmental interpretations of regulations
and changes in accounting standards; customer demand; effectiveness of spending
or programs, including cost-reduction and production capacity expansion
projects; fluctuations in the cost and availability of supply chain resources;
weather; and the ability of Quaker to execute distribution and outsourcing
initiatives. In addition, capital expenditures may be affected by the amount of
cash flows from operating activities; and the Company’s market risk exposures
may be affected by actual changes in market prices of derivative commodity
instruments if actual changes differ from the hypothetical changes used in
sensitivity analyses. Forward-looking statements speak only as of the date they
were made, and the Company undertakes no obligation to publicly update them.

Continued growth in sales, earnings and cash flows from the Gatorade
thirst quencher operations is dependent on, among other things: the level of
competition from its two key competitors, The Coca-Cola Co. and PepsiCo Inc.;
the success of new brand introductions; the ability to obtain increasing points
of availability; the projected outcome of supply chain management programs;
capital spending plans; markets for key commodities, especially P.E.T. resins
for plastic bottles and cardboard; and the efficiency and effectiveness of
A&M programs.













Page 14





PART II - OTHER
INFORMATION

All other items in Part II are either inapplicable to the Company during the
quarter ended September 30, 2000, the answer is negative or a response has been
previously reported and an additional report of the information need not be
made, pursuant to the Instructions to Part II.

































Page 15









SIGNATURES





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









Stokely-Van Camp, Inc.  
              
          
      
          
      
          
      
          
      
          
    (Registrant)





Date: November 10,
2000    
            
          
    /s/William G.
Barker            
    
              
  
              
  
              
  William G. Barker       
              
    
               
 
               
 
               
 
              
         Vice President and
Corporate Controller















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