Exhibit 10(c)

                                                                               
                          DEFERRED COMPENSATION PLAN
                   FOR EXECUTIVES OF THE QUAKER OATS COMPANY
          (As Amended and Restated Effective as of November 1, 1996)

1.   PURPOSE

     The  purpose of this Deferred Compensation Plan (the "Plan") is  to  offer
     certain  senior-level  employees (the "Executives")  of  The  Quaker  Oats
     Company  (the "Company") the opportunity to defer receipt of their  salary
     and bonus payments until termination of their service with the Company.

2.   DEFINITIONS

     a.   "Beneficiary" shall mean the entity or person designated from time to
          time  in writing by a Participant to receive payments under the  Plan
          after  the  death  of  such Participant, or  in  the  absence  of  an
          effective designation or the event that such designated person  shall
          predecease such Participant, the Participant's estate.

     b.   "Bonus"  shall mean the amount of money which the Executive shall  be
          awarded periodically under the Management Incentive Bonus program  of
          the Company.

     c.   "Cash  Unit"  shall mean a Deferred Amount and any  interest  carried
          over  for the deferral period, which shall be credited with interest,
          as set forth in Section 5, during the period of deferral.

     d.   "Compensation" shall mean (i) the Salary and Bonus payments which the
          Executive  is  eligible to receive from the Company for services  and
          (ii) any amount credited under Section 4 of this Plan.

     e.   "Deferred Amount" shall mean an amount of Compensation deferred under
          this Plan and carried during the deferral period as Cash Units.

     f.   "ESOP" shall mean The Quaker Employee Stock Ownership Plan.

     g.   "Participant" shall mean an Executive who has elected to  participate
          in this Plan.

     h.   "Salary" shall mean the annual base salary earned from the Company by
          the Executive.

     i.   "Termination  of  Service"  shall mean  the  termination  (by  death,
          retirement or otherwise) of a Participant's service with the  Company
          as an employee.

3.   DEFERRAL OF COMPENSATION

     Each Executive may elect to have any portion of Salary earned for any year
     and  any  portion of Bonus awarded in any year deferred under  this  Plan;
     provided, however, that only Compensation in excess of the maximum  amount
     of earnings taxable under the Old-Age, Survivors, and Disability Insurance
     program  of the Federal Social Security Act, as it exits in each  calendar
     year,  may  be deferred under this Plan.  Such election shall (subject  to
     the  foregoing  limitation)  specify  the  percentage  or  amount  of  the
     Participant's Salary and/or Bonus to be deferred under the Plan and  shall
     be  executed by the Executive on a form prescribed by the Secretary of the
     Company as follows: a) for Salary, prior to the beginning of the month  in
     which  such salary is earned; and b) for Bonus, prior to September 1st  of
     the  year for which Bonus is being awarded.  An election, once made, shall
     continue  in  effect  until  changed  prospectively  by  the  Participant;
     provided, however, that an election with respect to Salary may be  changed
     no  more  than one time each month, effective as of the beginning  of  the
     next  month  and an election with respect to a Bonus is irrevocable  after
     the September 1st referred to in the prior sentence.

4.   ADDITIONAL CREDIT AMOUNTS

     The  Company  may  elect, at its option, to credit to  each  Participant's
     account  certain amounts, or the cash equivalent amounts  of  any  in-kind
     contributions,  that  would  have been contributed  to  the  Participant's
     account  under ESOP, but for a Participant's participation in  this  Plan.
     Such  amounts, if credited, shall be credited as of the dates such amounts
     would  have otherwise been contributed to the Participant's account  under
     the ESOP.  Amounts credited under this Plan pursuant to this section shall
     not  be made available in cash to the Participant, except pursuant to this
     Plan.   These  amounts  shall be in addition to the amounts  described  in
     Section 3 above and shall be considered "Compensation" for purpose of this
     Plan.

5.   TREATMENT OF DEFERRED AMOUNTS

     The  Company  shall  establish  on  its books  the  necessary  account  to
     accurately  reflect  the  Company's liability to each  Executive  who  has
     deferred  Compensation under this Plan.  To this account shall be credited
     Deferred  Amounts and interest on Cash Units.  Payments to the Participant
     following Termination of Service shall be debited to the account.   Rights
     and interests under this Plan may not be assigned.

     A  Participant who has elected to defer Compensation shall have the amount
     of  such Compensation credited to the Participant's account as of the same
     date  that  it  would otherwise be payable to him.  Cash Units  (including
     Deferred Amounts) shall earn interest from the date of credit to the  date
     of   payment.   Interest  on  Cash  Units  shall  be  credited   to   each
     Participant's  account  as of the last calendar day  of  each  month;  the
     intent  of  this  being that interest on Cash Units  shall  be  compounded
     monthly.   The interest rate credited on Cash Units shall be the rate  for
     the  new  issue 10-year "A"-rated industrial bonds listed in  the  Salomon
     Brothers  Bond Market Roundup, or by such other recognized source  as  the
     Treasurer  of  the  Company  may designate, for  the  week  in  which  the
     preceding month ends.

6.   PAYMENT OF DEFERRED AMOUNTS

     At  the  time an Executive first elects to defer Compensation  under  this
     Plan,  the Participant shall irrevocably specify, on a form prescribed  by
     the  Secretary  of  the  Company, the number of annual  installments  (not
     exceeding  15)  that  the Participant desires to receive  payment  of  the
     Deferred Amount, and how soon after Termination of Service the Participant
     wishes  to  have  payment begin.  Payments shall be  made  in  the  manner
     elected  by  the Participant, except as provided in Section  7  below.   A
     Beneficiary  shall also be designated on such form; and  such  Beneficiary
     may  be  changed  by the Participant at any time prior to  Termination  of
     Service.   If  no  effective  election  has  been  made  at  the  time  of
     Termination  of  Service, payment of the entire deferred amount  shall  be
     made  to  a  Participant (or a Beneficiary, if the Participant shall  have
     died) six months after Termination of Service.

     All payments of Deferred Amounts under this Plan shall be made in cash out
     of the general assets of the Company, and shall constitute an unfunded and
     unsecured  promise  to  pay by the Company.  The  amount  of  each  annual
     installment  payment to a Participant shall be determined by dividing  the
     Cash  Units  in  the Participant's account by the number  of  installments
     remaining to be paid.

7.   ACCELERATION OF PAYMENTS

     The  Compensation  Committee  of the Company's  Board  of  Directors  (the
     "Compensation  Committee" and the "Board") is empowered to accelerate  the
     payment of Deferred Amounts to a Participant or to all Participants or  to
     a  Beneficiary,  whether before or after the Participant's Termination  of
     Service,  for reasons of individual hardship, death, changes  in  the  tax
     laws  or  accounting principles, or other reasons which negate or diminish
     the continued value of Deferred Amounts to Participants or to the Company;
     provided,  however  that following a Change in Control, such  acceleration
     may  be  carried out for any reason deemed appropriate by the Compensation
     Committee.

8.   A "Change in Control" shall be deemed to have occurred if:

          (a)  any  "Person," which shall mean a "person" as such term is  used
               in  Sections 13(d) and 14(d) of the Securities Exchange  Act  of
               1934,  as  amended (the "Exchange Act") (other than the Company,
               any  trustee  or  other fiduciary holding  securities  under  an
               employee  benefit  plan of the Company, or  any  company  owned,
               directly  or indirectly, by the stockholders of the  Company  in
               substantially the same proportions as their ownership  of  stock
               of  the  Company),  is  or  becomes the "beneficial  owner"  (as
               defined  in  Rule  13d-3 under the Exchange  Act),  directly  or
               indirectly,  of  securities of the Company representing  30%  or
               more  of  the  combined  voting  power  of  the  Company's  then
               outstanding  voting  securities; provided,  however,  that  this
               paragraph (a) shall not apply to any Person who becomes  such  a
               beneficial  owner  of  such Company securities  pursuant  to  an
               agreement  with the Company approved by the Board, entered  into
               before such Person has become such a beneficial owner of Company
               securities representing 5% or more of the combined voting  power
               of the Company's then outstanding voting securities;

          (b)  during  any  period of 24 consecutive months (not including  any
               period  prior  to  November 13, 1996), individuals  who  at  the
               beginning  of  such  period constitute the Board,  and  any  new
               director (other than a director designated by a Person  who  has
               entered   into  an  agreement  with the  Company  to  effect   a
               transaction  described in paragraph (a), (c)(2) or (d)  of  this
               Section)  whose  election by the Board, or whose nomination  for
               election by the Company's stockholders, was approved by  a  vote
               of  at  least  two-thirds  (2/3) of  the  directors  before  the
               beginning  of  the period cease for any reason to constitute  at
               least a majority thereof;

          (c)  the  stockholders of the Company approve (1) a plan of  complete
               liquidation of the Company or (2) the sale or disposition by the
               Company  of  all  or substantially all of the  Company's  assets
               unless  the  acquirer of the assets or its directors shall  meet
               the  conditions  for a merger or consolidation in  subparagraphs
               (d)(1) or (d)(2); or

          (d)  the   stockholders   of  the  Company  approve   a   merger   or
               consolidation of the Company with any other company other than:

               (1)   such a merger or consolidation which would result  in  the
               voting  securities of the Company outstanding immediately  prior
               thereto continuing to represent (either by remaining outstanding
               or  by  being converted into voting securities of the  surviving
               entity)  more  than  70% of the combined  voting  power  of  the
               Company's   or   such  surviving  entity's  outstanding   voting
               securities immediately after such merger or consolidation; or
               
               (2)   such a merger or consolidation which would result  in  the
               directors  of  the Company who were directors immediately  prior
               thereto  continuing to constitute at least 50% of the  directors
               of  the  surviving  entity  immediately  after  such  merger  or
               consolidation.
               
                In  this paragraph (d), "surviving entity" shall mean  only  an
          entity  in which all of the Company's stockholders immediately before
          such merger or consolidation become stockholders by the terms of such
          merger or consolidation, and the phrase "director of the Company  who
          were   directors  immediately  prior  thereto"  shall  include   only
          individuals who were directors of the Company at the beginning of the
          24  consecutive  month period preceding the date of  such  merger  on
          consolidation,  or  who were new directors (other than  any  director
          designated  by  a Person who has entered into an agreement  with  the
          Company  to effect a transaction described in paragraph (a),  (c)(2),
          (d)(1)  or  (d)(2) of this Section) whose election by the  Board,  or
          whose  nomination  for  election by the Company's  stockholders,  was
          approved  by  a  vote of at least two-thirds (2/3) of  the  directors
          before the beginning of such period.

9.   WITHHOLDING

     The  Company may withhold taxes, and any other required amounts, including
     the  Hospital Insurance portion of the Federal Social Security  Act,  from
     the payment of Deferred Amounts or other amounts paid to the Executive.

10.  AMENDMENT OR TERMINATION

     The  Company  reserves the right, at any time or from  time  to  time,  by
     action of its Board or Executive Committee thereof, to amend or modify, in
     whole  or  in  part, or terminate the Plan.  No amendment  or  termination
     shall  adversely affect any then existing Deferred Amounts or rights under
     this Plan.
     
IN  WITNESS WHEREOF, this Plan, as stated, is effective as of November 1, 1996,
and is executed by a duly authorized officer of the Company.


                              THE QUAKER OATS COMPANY



March 5, 1997                 By:  /s/ Douglas J. Ralston
                             Its: Senior Vice President