UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549
                                       
                                       
                                   FORM 10-Q
                                       
                                       
            X  Quarterly Report Pursuant to Section 13 or 15 (d) of
                      the Securities Exchange Act of 1934
                                       
                                       
                 For the quarterly period ended March 31, 1998
                                       
                                       
             Transition Report Pursuant to Section 13 or 15 (d) of
                      the Securities Exchange Act of 1934
                                       
                                       
                  For the transition period from ____ to ____
                                       
                         Commission file number 1-2944
                                       
                                       

                             STOKELY-VAN CAMP, INC.
             (Exact name of registrant as specified in its charter)


             Indiana                               35-0690290
          (State or other jurisdiction of          (I.R.S. Employer
          incorporation or organization)           Identification No.)

          Quaker Tower
          P.O. Box 049001 Chicago, Illinois          60604-9001
          (Address of principal executive office)    (Zip Code)


                                (312) 222-7111
              (Registrant's telephone number, including area code)


Indicate  by  check  mark whether the registrant:  (1) has  filed  all  reports
required to be filed by Section 13 or 15(d) of the Securities Exchange  Act  of
1934  during  the  preceding 12 months (or for such  shorter  period  that  the
registrant was required to file for such reports), and (2) has been subject  to
such filing requirements for the past 90 days.


                          YES   XX       NO ___


The  registrant had 2,989,371 shares of Common Stock outstanding on  April  30,
1998, all of which were held by The Quaker Oats Company.




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




                                                               Page


PART I - FINANCIAL INFORMATION

     Item 1 - Financial Statements

     Condensed Consolidated Statements of Income
         and Reinvested Earnings for the Three Months
         Ended March 31, 1998 and 1997                            3

     Condensed Consolidated Balance Sheets as of
         March 31, 1998 and December 31, 1997                     4

     Condensed Consolidated Statements of Cash
         Flows for the Three Months Ended
         March 31, 1998 and 1997                                  5

     Notes to the Condensed Consolidated Financial
         Statements                                             6-8

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

PART II - OTHER INFORMATION

     Item 6 - Exhibits and Reports on Form 8-K                   12

SIGNATURES                                                       13

2


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


                                                  Three Months Ended
Dollars in Millions                                    March 31,
                                                    1998       1997
                                                             
Net sales                                         $ 212.9    $ 215.9
Cost of goods sold                                  106.9      107.2
Gross profit                                        106.0      108.7
                                                             
Selling, general and administrative expenses         87.7       76.0
Interest income - net                               (11.6)     (11.7)
                                                             
Income before income taxes                           29.9       44.4
Provision for income taxes                           12.3       18.2
                                                             
                                                             
Net income                                           17.6       26.2
                                                             
Dividends on preference and preferred stock          (0.2)      (0.2)
Reinvested Earnings - Beginning Balance             942.1      811.8
Reinvested Earnings - Ending Balance              $ 959.5    $ 837.8


See accompanying notes to the condensed consolidated financial statements.
                    
3                    
                    
                    
                STOKELY-VAN CAMP, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED BALANCE SHEETS
                             (UNAUDITED)
                                       
                                                  March 31,    December 31,
Dollars in Millions                                  1998          1997
                                                                        
ASSETS                                                                  
Current Assets:                                                   
  Cash and cash equivalents                       $     2.6     $     7.3
  Due from The Quaker Oats Company                    767.2         778.7
  Trade accounts receivable - net of allowances        63.4          28.7
  Inventories:                                                    
   Finished goods                                      54.6          27.1
   Materials and supplies                              11.6           7.6
    Total inventories                                  66.2          34.7
                                                                  
  Other current assets                                 60.8          55.6
    Total Current Assets                              960.2         905.0
                                                                  
Other assets                                            4.9           1.4
                                                                  
Property, plant and equipment                         333.8         329.0
Less: accumulated depreciation                         91.6          86.8
    Property - net                                    242.2         242.2
      Total Assets                                $ 1,207.3     $ 1,148.6
                                                                  
LIABILITIES AND SHAREHOLDERS' EQUITY                              
Current Liabilities:                                              
  Trade accounts payable                          $    35.2     $    18.4
  Accrued payroll, benefits and bonus                   8.9          10.9
  Accrued advertising and merchandising                23.6          16.4
  Income taxes payable                                 33.6          20.6
  Other current liabilities                            24.5          18.2
    Total Current Liabilities                         125.8          84.5
                                                                  
Long-term debt                                          1.5           1.5
Other liabilities                                      46.6          46.6
Deferred income taxes                                   7.2           7.2
                                                                  
Redeemable Preference and Preferred Stock              15.3          15.3
                                                                  
Common Shareholders' Equity:                                      
  Common stock, $1 par value, authorized 10                 
   million shares; issued 3,591,381 shares              3.6           3.6
  Additional paid-in capital                           68.7          68.7
  Reinvested earnings                                 959.5         942.1
  Treasury common stock, at cost, 602,010 shares      (20.9)        (20.9)
    Total Common Shareholders' Equity               1,010.9         993.5
      Total Liabilities and Shareholders' Equity  $ 1,207.3     $ 1,148.6

                                                                   
See accompanying notes to the condensed consolidated financial statements.
                    
4                    
                    
                    
                  STOKELY-VAN CAMP, INC. AND SUBSIDIARIES
              CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                               (UNAUDITED)
                                                       
                                                       
                                                          Three Months Ended
Dollars in Millions                                            March 31,
                                                          1998           1997
                                                                      
Cash Flows from Operating Activities:                                 
  Net income                                             $ 17.6         $ 26.2
  Adjustments  to reconcile net income  to  net  cash                
    provided by operating activities:
      Depreciation and amortization                         5.7            4.4
      Loss on disposition of property and equipment         0.5            1.6
      Increase in trade accounts receivable               (34.7)         (45.5)
      Increase in inventories                             (31.5)         (34.6)
      (Increase) decrease in other current assets          (5.2)           3.8
      Increase in trade accounts payable                   16.8           17.1
      Increase in income taxes payable                     13.0           22.4
      Increase in other current liabilities                11.5            2.4
      Other items                                          (3.5)           2.2
      
      Net Cash Used in Operating Activities                (9.8)            --

Cash Flows from Investing Activities:                                 
  Additions to property, plant and equipment               (6.7)          (9.2)
  Proceeds on the sale of property, plant and equipment     0.5             --

      Net Cash Used in Investing Activities                (6.2)          (9.2)
                                                                      
Cash Flows from Financing Activities:                                 
  Change in amount due from The Quaker Oats Company        11.5           18.2
  Cash dividends                                           (0.2)          (0.2)
      
      Net Cash Provided by Financing Activities            11.3           18.0
                                                                      
Net (Decrease) Increase in Cash and Cash Equivalents       (4.7)           8.8
Cash and Cash Equivalents - Beginning of Year               7.3            5.3
Cash and Cash Equivalents - End of Quarter               $  2.6         $ 14.1
                                                                      
                                                                      
  See accompanying notes to the condensed consolidated financial statements.
                    
5                    

                    
                    STOKELY-VAN CAMP, INC. AND SUBSIDIARIES
           NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  (UNAUDITED)
                                MARCH 31, 1998
                                       

Note 1 - Basis of Presentation

The  condensed consolidated financial statements include Stokely-Van Camp, Inc.
(a  wholly-owned  subsidiary of The Quaker Oats Company,  or  Quaker)  and  its
subsidiaries  (the Company or Stokely).  The condensed consolidated  statements
of income and reinvested earnings for the three months ended March 31, 1998 and
1997,  the condensed consolidated balance sheet as of March 31, 1998,  and  the
condensed  consolidated  statements of cash flows for the  three  months  ended
March  31, 1998 and 1997, have been prepared by the Company without audit.   In
the  opinion  of management, these financial statements include all adjustments
necessary  to present fairly the financial position, results of operations  and
cash  flows  as  of  March  31,  1998, and  for  all  periods  presented.   All
adjustments  made have been of a normal recurring nature.  Certain  information
and footnote disclosures normally included in financial statements prepared  in
accordance  with  generally  accepted accounting principles  (GAAP)  have  been
condensed  or omitted.  The Company believes that the disclosures included  are
adequate  and  provide a fair presentation of interim period results.   Interim
financial  statements are not necessarily indicative of the financial  position
or  operating  results for an entire year.  It is suggested that these  interim
financial  statements  be  read  in  conjunction  with  the  audited  financial
statements  and the notes thereto included in the Company's Form 10-K  for  the
year ended December 31, 1997.


Note 2 - Redeemable Preference and Preferred Stock

5% Cumulative Convertible Second Preferred Stock

As of March 31, 1998, 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  March  31, 1998, authorized shares were 1,500,000, issued  shares  were
753,744 and outstanding shares were 753,411.

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

6                    
                    
                    STOKELY-VAN CAMP, INC. AND SUBSIDIARIES
           NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  (UNAUDITED)
                                MARCH 31, 1998


Note 3 - Estimates and Assumptions

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

Note 4 - Current and Pending Accounting Changes

In  July  1997,  the  Financial Accounting Standards Board  (the  FASB)  issued
Statement  #130, "Reporting Comprehensive Income."  This Statement  establishes
standards  for  reporting  comprehensive income in financial  statements.   The
Company adopted this new standard in January 1998 and is not required to report
comprehensive  income because there were no components of  other  comprehensive
income  in  the periods presented. The Company's adoption of this standard  did
not result in changes to previously reported amounts or disclosures.

In July 1997, the FASB issued Statement #131, "Disclosures about Segments of an
Enterprise and Related Information."  This Statement expands certain  reporting
and  disclosure requirements for segments from current standards.  In  February
1998,  the  FASB issued Statement #132, "Employers' Disclosures about  Pensions
and   Other   Postretirement  Benefits."   This  Statement  revises  employers'
disclosures about pension and other postretirement benefit plans.  It does  not
change  the  measurement or recognition of those plans.   The  Company  is  not
required to adopt these Statements until December 1998 and does not expect  the
adoption  of  these  standards  to  result in material  changes  to  previously
reported amounts.

In  January 1998, Statement of Position (SOP) #98-1, "Accounting for the  Costs
of Computer Software Developed or Obtained for Internal Use," was issued.  This
SOP  provides guidance on the accounting for computer software costs. In  April
1998,  SOP #98-5, "Reporting on the Costs of Start-Up Activities," was  issued.
This  SOP  provides guidance on accounting for the cost of start-up activities.
The  Company is not required to adopt these Statements until January  1999  and
does  not expect the adoption of these standards to result in material  changes
to previously reported amounts or disclosures.

 7


                    STOKELY-VAN CAMP, INC. AND SUBSIDIARIES
           NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  (UNAUDITED)
                                MARCH 31, 1998


Note 5 - Derivative Commodity Instruments

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

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

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

8                    
                    
                    STOKELY-VAN CAMP, INC. AND SUBSIDIARIES
                    MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                 FINANCIAL CONDITION AND RESULTS OF OPERATIONS


Three Months Ended March 31, 1998 Compared With
Three Months Ended March 31, 1997

Operating Results

Consolidated  net sales for the three months ended March 31, 1998 (the  current
year),  were  $212.9 million, down 1 percent from the three months ended  March
31,  1997  (the prior year).  This decrease is primarily due to lower  Gatorade
thirst quencher sales in the United States, where sales and volume decreased  4
percent  and 1 percent, respectively. Cool, wet weather in key West  Coast  and
Southeastern  markets contributed to this decline compared to the  prior  year.
In  the  prior  year, sales increased 15 percent, reflecting incremental  sales
from a new product, Gatorade Frost.  Price changes did not significantly affect
sales.

Gross  profit  margin was 49.8 percent compared to 50.3 percent  in  the  prior
year.  Selling, general and administrative (SG&A) expenses increased 15 percent
primarily  due to a 14 percent increase in advertising and merchandising  (A&M)
expenses  and  the  absorption of overhead costs previously  allocated  to  the
Snapple  beverages  business.  A&M in the current  year  included  spending  to
support a new advertising campaign and was 24.2 percent of sales, up from  20.9
percent of sales in the prior year.


Interest and Income Taxes

Net  interest income was $11.6 million in the current year, compared  to  $11.7
million  in the prior  year. The effective tax rate for the three months  ended
March 31, 1998 and 1997, was 41.0 percent.


Liquidity and Capital Resources

Net  cash  used in operating activities was $9.8 million for the  three  months
ended  March 31, 1998, and was zero for the three months ended March 31,  1997.
The  decrease in cash flow from operating activities was primarily due to lower
net  income  in  the current year.  Capital expenditures for the  three  months
ended   March  31,  1998  and  1997,  were  $6.7  million  and  $9.2   million,
respectively.  Capital expenditures are expected to continue at  or  above  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.

 9
  

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


Derivative Commodity and Financial Instruments

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

The Company has estimated its market risk exposures using sensitivity analyses.
Market  risk  exposure  has  been defined as the change  in  fair  value  of  a
derivative  commodity  instrument assuming a hypothetical  10  percent  adverse
change  in  market  prices  or rates.  Fair value was determined  using  quoted
market prices.  Based on the results of the sensitivity analyses, the estimated
market  risk  exposure in the current year was immaterial.  Actual  changes  in
market prices or rates may differ from hypothetical changes.


Current and Pending Accounting Changes and Other Matter

In July 1997, the FASB issued Statement #130, "Reporting Comprehensive Income."
This  Statement  establishes standards for reporting  comprehensive  income  in
financial  statements.  The Company adopted this new standard in  January  1998
and  is  not  required  to report comprehensive income because  there  were  no
components  of  other  comprehensive  income  in  the  periods  presented.  The
Company's  adoption  of this standard did not result in changes  to  previously
reported amounts or disclosures.

In July 1997, the FASB issued Statement #131, "Disclosures about Segments of an
Enterprise and Related Information."  This Statement expands certain  reporting
and  disclosure requirements for segments from current standards.  In  February
1998, the FASB issued Statement #132, "Employers' Disclosures  about   Pensions 
and   Other   Postretirement   Benefits."   This  Statement revises  employers' 
disclosures about pension and other postretirement benefit plans.  It does  not 
change the measurement or recognition of those plans.   The  Company   is   not 
required to adopt these Statements until December 1998 and does not expect  the 
adoption  of  these  standards  to  result  in  material  changes to previously 
reported amounts.

10                    
                    
                    STOKELY-VAN CAMP, INC. AND SUBSIDIARIES
                    MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                 FINANCIAL CONDITION AND RESULTS OF OPERATIONS


In  January 1998, Statement of Position (SOP) #98-1, "Accounting for the  Costs
of Computer Software Developed or Obtained for Internal Use," was issued.  This
SOP  provides guidance on the accounting for computer software costs. In  April
1998,  SOP #98-5, "Reporting on the Costs of Start-Up Activities," was  issued.
This  SOP  provides guidance on accounting for the cost of start-up activities.
The  Company is not required to adopt these Statements until January  1999  and
does  not expect the adoption of these standards to result in material  changes
to previously reported amounts or disclosures.
                    
Stokely,  through  its parent company, Quaker, conducts  the  majority  of  its
operations  as  an  integrated  component of  Quaker's  businesses.   As  such,
Stokely,  throughout  its business, uses Quaker's software  and  other  related
technologies that will be affected by the date change in the Year  2000.   With
Quaker  senior  management  accountability and corporate  staff  guidance,  the
affected  Quaker  operating  units  are in varying  stages  of  assessment  and
implementation of a plan to address Quaker's Year 2000 issues.  Overall, Quaker
has  targeted  Year 2000 compliance primarily by the end of 1998, with  certain
Quaker  operating units targeting compliance by no later than mid-1999.   While
Quaker's  plans  are  underway,  and  Quaker  does  not  anticipate  such,  the
consequences of non-compliance by Quaker, its customers or its suppliers, could
have a material adverse impact on  Stokely's operations.  Stokely will continue
to  incur  expenses related to these efforts; however, such  expenses  are  not
expected to have a material impact on Stokely's results of operations.


Cautionary Statement on Forward-Looking Statements

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

Continued  growth  in sales, earnings and cash flows from the  Gatorade  thirst
quencher  operations  is  dependent  on,  among  other  things:  the  level  of
competition  from its two key competitors, The Coca-Cola Co. and PepsiCo  Inc.;
the ability to obtain increasing points of availability;  the projected outcome
of  supply chain management programs; capital spending plans; markets  for  key
commodities,  especially  PET  resins and cardboard;  and  the  efficiency  and
effectiveness of A&M programs.
                          
11                          
                        
                          PART II - OTHER INFORMATION
                                       


Item 6    Exhibits and Reports on Form 8-K

Item 6(a) Exhibit Index:

          Exhibit                                                Paper (P) or
          Number                Description                      Electronic (E)
                                       
          10         Agreement Upon Separation of Employment
                     with James F. Doyle, effective as of April
                     1, 1998                                           E




All  other  items in Part II are either inapplicable to the Company during  the
quarter  ended  March 31, 1998, the answer is negative or a response  has  been
previously  reported and an additional report of the information  need  not  be
made, pursuant to the Instructions to Part II.

12
  

                                  SIGNATURES





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





                              Stokely-Van Camp, Inc.
                              (Registrant)




Date: May 8, 1998             /s/ Thomas L. Gettings
                              Thomas L. Gettings
                              Vice President and Corporate Controller

13