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, 1995
                                 
                                 
       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 ___


   Registrant  had 2,989,371 shares of Common Stock outstanding  on
October  31,  1995,  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 Three Months
         Ended September 30, 1995 and 1994                    3

     Condensed Consolidated Balance Sheets as of
         September 30, 1995 and June 30, 1995                 4

     Condensed Consolidated Statements of Cash
         Flows for the Three Months Ended
         September 30, 1995 and 1994                          5

     Notes to the Condensed Consolidated Financial
         Statements                                           6

     Item 2 - Management's Discussion and Analysis of
         Financial Condition and Results of Operations       7-8

PART II - OTHER INFORMATION

     Item 5 - Other Information                               9

SIGNATURES                                                   10




        Page 3


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



                                             Dollars in Millions

                                                Three Months
                                                    Ended
                                                 September 30
                                                1995       1994
                                                     
Net sales                                      $373.3     $350.8
Cost of goods sold                              171.8      178.0
Gross profit                                    201.5      172.8
                                                     
Selling, general and administrative 
  expenses                                      111.4      138.5

Interest (income)                                (8.4)      (6.4)
Interest expense                                    -        1.9
                                         
Income before income taxes and cumulative            
  effect of accounting change                    98.5       38.8
Provision for income taxes                       38.9       15.6
                                                     
Income before cumulative effect of 
  accounting change                              59.6       23.2
Cumulative effect of accounting change -            
  net of tax                                        -        1.5
                                                     
Net income                                       59.6       21.7
                                                     
Dividends on preference and preferred stock      (0.2)      (0.2)
Reinvested Earnings - Beginning Balance         648.3      544.7
Reinvested Earnings - Ending Balance           $707.7     $566.2


  See accompanying notes to the condensed consolidated financial statements.
                            









        Page 4

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

Dollars in Millions                           September 30       June 30
                                                  1995            1995
ASSETS                                                         
Current Assets:                                           
  Cash and cash equivalents                    $   24.8         $   30.0
  Due from The Quaker Oats Company                661.3            560.3
  Trade accounts receivable - net of allowances    69.6            134.2
  Inventories:                                            
    Finished goods                                 32.7             42.2
    Materials and supplies                          9.4             15.2
      Total inventories                            42.1             57.4
                                                          
  Other current assets                             31.4             30.0
      Total Current Assets                        829.2            811.9
                                                          
Other Assets                                        4.2              4.7
                                                          
Property, plant and equipment                     200.0            194.6
Less accumulated depreciation                      65.7             62.6
    Property - Net                                134.3            132.0
         Total Assets                          $  967.7         $  948.6
                                                          
LIABILITIES AND SHAREHOLDERS' EQUITY                      
Current Liabilities:                                      
  Trade accounts payable                       $   30.6         $   53.4
  Accrued payroll, pension and bonus               20.7             26.1
  Accrued advertising and merchandising            28.4             37.1
  Income taxes payable                             59.8             54.6
  Other current liabilities                        19.8             28.3
         Total Current Liabilities                159.3            199.5
                                                          
Long-term Debt                                      0.5              0.6
Other Liabilities                                  33.5             33.5
                                                          
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                             707.7            648.3
    Treasury common stock, at cost, 
    602,010 shares                                (20.9)           (20.9)
  Total Common Shareholders' Equity               759.1            699.7
           Total Liabilities and  
             Shareholders' Equity              $  967.7         $  948.6
                                 
  See accompanying notes to the condensed consolidated financial statements.




        Page 5


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



                                                  Dollars in Millions
                                             
                                                   Three Months Ended
                                                      September 30
                                                    1995        1994
                                                       
Cash Flows from Operating Activities:                  
  Net income                                     $ 59.6        $ 21.7
  Adjustments to reconcile net income to            
    net cash provided by operating activities:
       Cumulative effect of accounting change         -           1.5
       Depreciation and amortization                4.0           4.2
          Deferred income taxes                       -          (0.1)
          Decrease in trade accounts receivable    64.6          51.7
          Decrease in inventories                  15.3          12.7
          Increase in other current assets         (1.4)         (1.1)
          Decrease in trade accounts payable      (22.8)        (17.8)
          Increase in income taxes payable          5.2          13.8
          (Decrease) increase in other  
            current liabilities                   (22.6)          1.8
          Other items                              (0.3)         (2.2)
                                                       
          Net Cash Provided by Operating 
            Activities                            101.6          86.2

                                                       
Cash Flows from Investing Activities:                  
    Additions to property, plant and equipment     (5.5)         (8.7)

          Net Cash Used in Investing Activities    (5.5)         (8.7)

                                                      
Cash Flows from Financing Activities:                  
    Change in amount due from The Quaker Oats  
      Company                                    (101.0)        (43.7)
    Cash dividends                                 (0.2)         (0.2)
    Reduction of long-term debt                    (0.1)            -
          Net Cash Used in Financing Activities  (101.3)        (43.9)

Net (decrease) increase in Cash and Cash  
  Equivalents                                      (5.2)         33.6
Cash and Cash Equivalents - Beginning of Year      30.0          41.1
Cash and Cash Equivalents - End of Quarter       $ 24.8        $ 74.7


  See accompanying notes to the condensed consolidated financial statements.




        Page 6


              STOKELY-VAN CAMP, INC. AND SUBSIDIARIES
     NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                            (UNAUDITED)
                        SEPTEMBER 30, 1995

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
three  months  ended  September 30, 1995 and  1994,  the  condensed
consolidated  balance  sheet  as of  September  30  1995,  and  the
condensed  consolidated  statements of cash  flows  for  the  three
months ended September 30, 1995 and 1994, 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,  1995 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 Form 10-K for the fiscal year ended June 30, 1995.

Note 2 - Redeemable Preference and Preferred Stock

5% Cumulative Convertible Second Preferred Stock

As of September 30, 1995, authorized shares were 500,000 and issued
and  outstanding  shares  were 10,860.  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, 1995, authorized shares were 1,500,000, issued
shares were 753,496 and outstanding shares were 753,163.

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

Note 3 - Accounting Change

Effective  July  1, 1994, the Company adopted Financial  Accounting
Standards  Board (FASB) Statement #112, "Employers' Accounting  for
Postemployment Benefits."  The cumulative effect of adoption was  a
$2.5 million pretax charge, or $1.5 million after-tax, in the first
quarter  of  fiscal 1995.  The adoption of this statement  did  not
have a material effect on operating results or cash flows in fiscal
1995 nor is it expected to have a material effect in future years.

Note 4 - Fiscal-Year Change

On  May  10, 1995, the Board of Directors approved a change in  the
Company's  fiscal year end from June 30 to December  31,  effective
the  calendar  year  beginning January 1,  1996.   The  Company  is
currently in a six-month fiscal transition period that precedes the
start of the new calendar-year cycle.  The Company will file a Form
10-K no later than March 30, 1996 covering the six-month transition
period from July 1, 1995 through December 31, 1995.
   
   


        Page 7
   

   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS
                     AND RESULTS OF OPERATIONS


Three Months Ended September 30, 1995
Compared With Three Months Ended September 30, 1994

On  June  8, 1995, the Company sold its Van Camp's pork  and  beans
business.    Consequently,  Stokely's  products  consist  only   of
Gatorade thirst quencher.

Consolidated  net  sales  for the first quarter  of  the  six-month
transition  period ending December 31, 1995 were $373.3 million,  up
six  percent  from  the first quarter of fiscal 1995.   Volume  was
relatively  flat.  Volume increased 17 percent in  Gatorade  thirst
quencher  in the United States.  However, this increase was  offset
substantially by the absence of sales and volume from the  divested
Van Camp's business and declines in export sales to Mexico.  If the
Van  Camp's  business  results  were  excluded,  sales  would  have
increased  16  percent and volume eight percent.   Gatorade  thirst
quencher  maintains approximately 80 percent market  share  of  the
sports beverage category despite the fact that two major soft drink
competitors   have  broadened  their  distribution  of  competitive
beverage  products  throughout the  United  States.   The  Gatorade
thirst  quencher volume increase was a result of increased consumer
demand  due  to  new  packaging and flavor innovations  and  warmer
weather  as compared to the prior year's July-to-September  period.
The  change  in  sales  relative to volume  was  also  affected  by
product mix.  Price increases did not have a significant impact  on
sales.

Gross  profit margin was 54.0 percent compared to 49.3  percent  in
the  prior  year.   The  increase is due  to  product  mix  changes
resulting   from  the  divestiture  of  the  Van  Camp's  business.
Selling,  general and administrative (SG&A) expenses  decreased  20
percent to $111.4 million.  This is primarily due to a decrease  of
15  percent in advertising and merchandising (A&M) expenses and the
absence  of expenses associated with the Van Camp's business.   A&M
expenses  were  23.5 percent of sales compared to 29.4  percent  of
sales  in  the  prior  year.  The reduction in  the  ratio  of  A&M
expenses  to  sales is due to the increased efficiency in  spending
for Gatorade thirst quencher.

Interest  income  of $8.4 million increased $2.0 million  from  the
prior year due to higher average amounts due from Quaker as well as
higher interest rates.

Liquidity and Capital Resources

Net  cash  provided by operating activities of $101.6  million  and
$86.2  million for the three months ended September  30,  1995  and
1994,  respectively, were well in excess of the Company's dividends
and  capital  expenditures.  The increase in net cash  provided  by
operating activities resulted mainly from increased net income  and
working capital changes.  Capital expenditures for the three months
ended  September  30,  1995 and 1994  were $5.5  million  and  $8.7
million,  respectively,  with  no material  individual  commitments
outstanding.

The  Company has an investing and borrowing arrangement under which
it  loans  its  available cash to Quaker or borrows its  short-term
cash requirements from Quaker.  Certain subsidiaries of the Company
currently  maintain  cash balances.  The  amount  due  from  Quaker
increased  $101.0 million primarily reflecting changes in  accounts
receivable.





        Page 8


Accounting and Fiscal-Year Change

Effective  July  1, 1994, the Company adopted FASB Statement  #112,
"Employer's   Accounting   for   Postemployment   Benefits."    The
cumulative  effect of adoption was a $1.5 million after-tax  charge
in  the  first  quarter  of  fiscal 1995.   The  adoption  of  this
statement  did not have a material effect on operating  results  or
cash  flows  in fiscal 1995 nor is it expected to have  a  material
effect in future years.

To capture the results of a full beverage season in a single fiscal-
year  period, the Company is changing its fiscal year to align with
the  calendar  year,  beginning January 1, 1996.   The  Company  is
currently in a six-month transition period that precedes the  start
of the new calendar-year cycle.





        Page 9


                    PART II - OTHER INFORMATION
                                 
                                 
                                 
Item 5    Other Information

     Note 4 in Part I is incorporated by reference herein.


      All  other  items in Part II are either inapplicable to the
      Company  during the quarter  ended September 30, 1995,  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 10


                            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 14, 1995      s/ Thomas L. Gettings
                              Thomas L. Gettings
                              Vice President and Corporate Controller