Exhibit 10 (f) (5)
                         
                         AGREEMENT UPON SEPARATION OF EMPLOYMENT

      This  Agreement Upon Separation Of Employment ("Agreement") is  made  and
entered  into  by  and  between  Philip A.  Marineau,  his  successors,  heirs,
administrators,  executors, personal representatives and  assigns  ("Marineau")
and  The Quaker Oats Company, its officers, directors, shareholders, employees,
agents,  assigns, subsidiaries, divisions, parents, affiliates  and  successors
("Quaker"),  collectively "the parties."  The Agreement shall become  effective
seven (7) days after it is executed by Marineau.


1.   Consideration to Marineau

      A.    Quaker  shall  treat Marineau's resignation  as  "involuntary"  for
purposes  of  The  Quaker Officers' Severance Program ("the Program")  and  The
Quaker  Supplemental  Executive Retirement Program  ("the  SERP").   This  will
render him eligible for benefits under the Program and the SERP.

      B.    From  December 1, 1996 through November 30, 1997,  after  severance
payments  under the Program have expired, Quaker shall pay Marineau  an  amount
equal to one year of severance pay under the Program.  These payments shall  be
made  in  equal semi-monthly installments, and Marineau shall be credited  with
inactive service time while he receives them.  These payments are consideration
for  the  covenants  in  this Agreement, not ordinary severance  pay,  and  are
something  to  which  Marineau would not be entitled in  the  absence  of  this
Agreement.
      Specifically,  the  payments  due  in  December  1996  are  part  of  the
consideration  for  Marineau's  resignation  (paragraph 2), waiver of potential
claims  (paragraph 3),  and miscellaneous agreements  contained  herein  (para-
graph 4).  The payments  from  January 1,  1997 through  November 30, 1997  are
solely  consideration  for  the  restrictive  covenants  in paragraph 5 of this
Agreement.
      If  Marineau dies before November 30, 1997, then any payments that  would
have been due to him under this provision were he still alive shall be paid  to
his  estate  in  a  lump sum, within forty five (45) days  of  his  death.   In
addition,  while receiving payments under this provision, Marineau  also  shall
receive the same benefits, such as insurance coverage, that are provided  under
the Program.

     C.   The parties hereby amend the January 13, 1993 Restricted Shares Award
to  Marineau,  pursuant to which he was awarded 60,000 shares that contingently
vest  on  January 13, 1997.  The number of shares and all other rules governing
the  restricted  shares  shall remain the same, but the Restricted  Period  for
30,000  of  the shares is hereby changed to November 30, 1997 (i.e., they  will
not  vest  until then).  The Restricted Period for the remaining 30,000  shares
will expire on January 13, 1997, as originally scheduled.
      For purposes of the Restricted Shares Award, as amended, and for purposes
of  any  outstanding  stock  options issued to Marineau  under  the  Long  Term
Incentive  Plan  of  1990, Marineau shall be considered employed  (on  inactive
status)  for so long as he receives severance pay under the Program or payments
under paragraph 1(B) of this Agreement.  In the absence of this Agreement, none
of  the restricted shares or outstanding options would vest, because Marineau's
employment would terminate before the current vesting date.  Quaker's agreement
with  respect  to  the  restricted  shares  and  options  is  made  solely   as
consideration for the restrictive covenants in paragraph 5 of this Agreement.

      D.    Marineau  shall receive the outplacement services, club  membership
dues  and financial counseling benefits described in Ralston's October 23, 1995
letter,  in  accordance  with Quaker's applicable policies  and  practice.   In
addition,  Quaker  shall provide Marineau with a "bridge"  to  retiree  medical
benefits,  just  as  if  he  were  covered  by  paragraph 5(b)(3) of the Quaker
Severance Pay Plan (the  "Plan").  Further, as provided in  the  Plan's  bridge
provision,  if Marineau  makes the COBRA payments  necessary  to  continue  his
benefits  until  he reaches  age  55, then he shall be considered eligible  for
benefits  under the Retiree Health Incentive Plan.  Quaker's provision of these
benefits is part of the consideration for Marineau's waiver of potential claims
(paragraph 3).

2.   Resignation of Employment

      Marineau  already  has  resigned  his position  as  President  and  Chief
Operating  Officer of Quaker, and his position on Quaker's Board of  Directors.
He  hereby  irrevocably  resigns  his  employment  with  Quaker  in  any  other
capacities,  effective  November  30, 1995,  subject  to  the  inactive  status
provisions set forth in paragraph 1.  Marineau understands and agrees that  his
active  employment  relationship with Quaker, its parent companies,  affiliates
and successors, will be permanently and irrevocably severed as of the effective
date  of his resignation.  Marineau agrees he shall not attempt to rescind  his
resignation,  nor  apply  or otherwise seek reinstatement  or  reemployment  by
Quaker  at  any  time,  and  that  Quaker has  no  obligation,  contractual  or
otherwise,  to rehire, reemploy or recall him in the future.  Marineau  further
stipulates  that  this agreement is sufficient cause for  Quaker  to  deny  any
request of rescission, rehire, reemployment or recall.

      Marineau  agrees that prior to the effective date of his resignation,  he
will return all Quaker property, including but not limited to key, office pass,
credit  cards,  computers, office equipment, sales records and data.   Marineau
further agrees that within sixty (60) days after his resignation date, he  will
submit all outstanding expenses and clear all advances and his personal advance
account, if any.

3.   Waiver & Release

      A.    Marineau waives, releases and discharges Quaker from  any  and  all
claims  and  liabilities,  demands, actions and  causes  of  action,  including
attorneys' fees and costs and participation in a class action lawsuit,  whether
known  or  unknown,  fixed or contingent, that he may have  or  claim  to  have
against  Quaker  as of the date of this Agreement.  Marineau further  covenants
not  to file a lawsuit or participate in a class action lawsuit to assert  such
claims.   Without limitation, Marineau specifically waives all claims for  back
pay, future pay or any other form of compensation or income, except as provided
below.  This waver includes but is not limited to claims arising out of  or  in
any  way  related  to Marineau's employment or termination of  employment  with
Quaker,  including  age discrimination claims under the Age  Discrimination  In
Employment Act (as amended), discrimination claims under Title VII of the Civil
Rights  Act of 1964 (as amended) or the Americans with Disabilities Act, claims
for  breach of contract, and any other statutory or common law cause of  action
under state, federal or local law.

      However, Marineau does not waive, release, discharge or covenant  not  to
sue  for  enforcement  of any rights or claims that arise  out  of  conduct  or
omissions which occur entirely after the date this Agreement becomes effective.
In  addition,  he  does not waive any rights he may have  (as  an  employee  on
inactive  status  until November 30, 1997 and as a former employee  thereafter)
under  any  of  Quaker's fringe benefit or incentive plans (e.g.,  its  pension
plan,  the Program, the SERP, the Long Term Incentive Plan of 1990, etc.),  nor
does  he  waive his right to payment for unused vacation, if any,  pursuant  to
Quaker's  vacation  policy.   Notwithstanding  anything  to  the  contrary   in
paragraph  9,  such  benefits shall continue to be governed by  separate  ERISA
plans,  existing contracts and/or Quaker policies (except that  the  Restricted
Share Award is hereby amended pursuant to paragraph 1(C)).

      B.    Quaker  waives, releases and discharges Marineau from any  and  all
claims  and  liabilities,  demands, actions and  causes  of  action,  including
attorneys'  fees and costs, that it may have or claim to have against  Marineau
as of the date this Agreement becomes effective; provided, this waiver, release
and  discharge  only apply to claims as to which Quaker's senior officers  were
aware, on or before the effective date of this Agreement, of all material facts
necessary to establish Marineau's liability; and further provided, Quaker  does
not  waive,  release, discharge or covenant not to sue for enforcement  of  any
rights  or  claims that arise out of conduct or omissions which occur  entirely
after the date this Agreement becomes effective.

      C.   The parties stipulate that nothing contained in this Agreement shall
be  construed as an admission by either of them of any liability, wrongdoing or
unlawful  conduct.   It is understood that both Quaker and  Marineau  deny  any
liability,  wrongdoing or unlawful conduct, and each is providing consideration
for  this  waiver  and release solely in order to resolve any disputes  between
them amicably and to avoid the expense of potential litigation.

4.   Miscellaneous agreements

      The covenants and agreements set forth in this paragraph shall remain  in
effect until November 30, 1997:

      A.   Marineau shall provide accurate information or testimony or both  in
connection  with  any legal matter if so requested by Quaker.   He  shall  make
himself available upon request to provide such information and/or testimony, in
a  formal  and/or  an  informal setting in accordance  with  Quaker's  request,
subject  to  reasonable  accommodation of his  schedule  and  reimbursement  of
reasonable  expenses,  including reasonable and  necessary  attorney  fees  (if
independent legal counsel is reasonably necessary).

     B.   Marineau shall cooperate with media requests for interviews regarding
his  termination  and/or  Quaker, unless directed  otherwise  by  Quaker  in  a
particular  instance.   He  shall not disparage The Quaker  Oats  Company,  its
products,  or any of its directors, officers or employees in these  interviews,
nor  in any other private or public setting; provided, if Marineau is compelled
to  provide testimony under oath, such testimony shall be protected by the same
privilege that would apply to a defamation claim.

      C.    The Quaker Oats Company, and any officer or director acting on  its
behalf,  shall  answer  all reference inquiries directed  to  The  Quaker  Oats
Company regarding Marineau by stating only his positions held, compensation and
dates  of  employment.   No  additional information shall  be  provided  unless
authorized in advance, in writing, by Marineau.  Marineau agrees to direct  all
requests  for references to the highest ranking Human Resources officer  within
Quaker.

5.   Prohibited Conduct During First Two Years Following Termination

      A.    Marineau  covenants and agrees that from December 1,  1995  through
November  30,  1997,  he  shall not engage in any of the  following  activities
anywhere in the world:

           i.    Non-competition.   Marineau shall not accept  any  employment,
consulting  position or ownership interest which involves his Participation  in
the  management  of  a  business  entity that markets,  sells,  distributes  or
produces Covered Products, unless that business entity's sole involvement  with
Covered  Products  is that it makes retail sales or consumes Covered  Products,
without competing in any way against Quaker.

                a.    "Participation"  shall be construed broadly  to  include,
without limitation:  (1) holding a position in which he directly manages such a
business  entity;  (2)  holding a position in which anyone  else  who  directly
manages  such  a business entity is in Marineau's reporting chain or  chain-of-
command  (regardless  of  the number of reporting  levels  between  them);  (3)
providing  input, advice, guidance, or suggestions regarding the management  of
such  a  business  entity  to  anyone responsible  therefor;  (4)  providing  a
testimonial on behalf of such a business entity or the product it produces;  or
(5) doing anything else that clearly falls within a common sense definition  of
the term "participate" as used in the present context.

               b.   "Covered Products" mean any product which falls into one or
more  of  the following categories, so long as Quaker is producing,  marketing,
distributing,  selling or licensing such product anywhere in the  world:   non-
carbonated beverages other than dairy or alcoholic beverages, including without
limitation  sports  drinks,  premium iced tea and juice  drinks;  hot  cereals;
pancake  mixes; grain-based snacks (which do not include potato chips);  value-
added  rice  products; pancake syrup; value-added pasta products;  ready-to-eat
cereals; dry pasta products; items Quaker produces for the food service market;
and frozen waffles, pancakes and french toast.

           ii.  Raiding Employees.  Marineau shall not in any way, directly  or
indirectly (including through someone else acting on Marineau's recommendation,
suggestion,  identification  or advice), facilitate  or  solicit  any  existing
Quaker  employee  to leave the employment of Quaker or to accept  any  position
with  any  other  company or corporation.  For purposes of this provision,  the
following definitions apply:

                a.    "Existing  Quaker employee" means someone:   (1)  who  is
employed  by  Quaker on the date when Marineau's Quaker employment  terminates;
(2) who is still employed by Quaker as of the date when the facilitating act or
solicitation  takes  place; and (3) who holds a manager,  director  or  officer
level  position at Quaker (or an equivalent position based on job duties and/or
Hay points, regardless of the employee's title).

                b.    The  terms "solicit" and "facilitate" shall be given  the
ordinary, common sense meaning appropriate in the present context.

           iii.  Non-disclosure.  Marineau shall not use or disclose to  anyone
any confidential information regarding Quaker.  For purposes of this provision,
the  term  "confidential information" shall be construed as broadly as Illinois
law  permits and shall include all non-public information Marineau acquired  by
virtue of his positions with Quaker which might be of any value to a competitor
or which might cause any economic loss (directly or via loss of an opportunity)
or  substantial  embarrassment  to Quaker or  its  customers,  distributors  or
suppliers  if  disclosed.  Examples of such confidential  information  include,
without limitation, non-public information about Quaker's customers, suppliers,
distributors  and  potential acquisition targets; its business  operations  and
structure; its product lines, formulas and pricing; its processes, machines and
inventions;  its research and know-how; its financial data; and its  plans  and
strategies.

      B.    In  the event of a breach or threatened breach of any term of  this
paragraph  by  Marineau, Quaker shall be entitled to an  injunction  compelling
specific  performance,  restraining  any  future  violations  and/or  requiring
affirmative acts to undo or minimize the harm to Quaker, in addition to damages
for  any  actual breach that occurs.  The parties stipulate and represent  that
breach  of  any provision of this paragraph would cause irreparable  injury  to
Quaker,  for  which there would be no adequate remedy at law, due  among  other
reasons  to  the inherent difficulty of determining the precise  causation  for
loss of customers, confidential information and/or employees and of determining
the amount and ongoing effects of such losses.

      C.    In  the event Marineau breaches any term of this paragraph,  Quaker
shall have the option of seeking injunctive relief or terminating all remaining
payments  due  under paragraph 1(B) of this Agreement, except payments  due  in
December  1996  (which cannot be terminated).  Terminating payments  due  under
paragraph  1(B)  would  have  the  effect of  terminating  Marineau's  inactive
employment  status  and, accordingly, would prevent the restricted  shares  and
stock options discussed in paragraph 1(C) from vesting.

      D.    In  the event Quaker elects to pursue injunctive relief,  then  the
following rules shall apply:

           i.    While  litigation  over the requested injunction  is  pending,
Quaker  may,  in  its discretion, withhold payments otherwise due  to  Marineau
pursuant to paragraph 1(B), except that payments due in December 1996 cannot be
withheld.  Marineau's employment shall be terminated (i.e., he will cease to be
considered employed on inactive status) as soon as Quaker sends notice that  it
intends to terminate remaining payments under paragraph 1(B), which means  that
outstanding restricted shares and stock options would not vest.

           ii.   If  , at the conclusion of the litigation, Quaker successfully
obtains full injunctive enforcement of all provisions in this paragraph 5  that
it  attempts  to enforce, then Quaker shall pay Marineau all amounts  otherwise
due  under paragraph 1(B) that were withheld, shall resume making all  payments
required  under  paragraph  1(B),  and shall retroactively  restore  Marineau's
status  as  an inactive employee on all dates for which payments were  withheld
(which  may  result  in  retroactive vesting of the  restricted  shares  and/or
options).

           iii.  If, at the conclusion of the litigation, Quaker obtains  some,
but  not  all,  of  the injunctive relief it seeks under this  paragraph,  then
Quaker shall make an election.  It may either accept the injunction and proceed
as  specified in subparagraph (ii) above, or it may elect to voluntarily vacate
and/or  not  enforce the injunction, in which event it shall have no obligation
to  resume  paying Marineau under paragraph 1(B), nor to pay withheld  amounts,
nor to retroactively restore his inactive employment status.

           iv.   If  a court entirely declines to enforce paragraph 5  of  this
Agreement  or  holds  it  invalid or void, then Quaker shall  have  no  further
obligation to pay Marineau under paragraph 1(B), including sums withheld  while
litigation  was  pending, and shall not retroactively  reinstate  his  inactive
employment status.

           v.    If  a  court  holds that the provisions  of  paragraph  5  are
enforcible,  but further finds that Marineau did not breach any of  them,  then
Quaker  shall pay Marineau all amounts otherwise due under paragraph 1(B)  that
were  withheld, shall resume making all payment required under paragraph  1(B),
and shall retroactively reinstate his inactive employment status.

           vi.   If  Marineau's  inactive employment  status  is  retroactively
reinstated  and that reinstatement results in the vesting of restricted  shares
or  stock options, he shall have no claim against Quaker for any change in  the
value  of said shares or options between the date when the shares/options would
have  vested  but  for  the  withholding and  the  date  when  the  retroactive
reinstatement occurs.

           vii.  For purposes of this paragraph, litigation shall not be deemed
to  have  concluded until all potential appeals by all parties  are  waived  or
exhausted.

      E.    Recitals:   Employee stipulates and represents that  the  following
facts  are  true,  and further understands and agrees that  they  are  material
representations upon which Quaker is relying in entering into this Agreement:

           i.   Marineau has been the President and Chief Operating Officer  of
Quaker  for  several  years, and was a key executive  before  then.   In  these
positions, he participated in forming and/or was informed about the details  of
operational plans and strategic long range plans for Quaker as a whole and each
of  its  operating  units.   Without  limitation,  he  has  detailed  knowledge
regarding  business  plans,  new product development,  merger  and  acquisition
plans,  pricing structure for all of Quaker's products, marketing plans,  sales
plans, distribution plans, supply chain plans, plans to realign business  units
within  Quaker,  and  plans to integrate Snapple into Quaker.   This  is:   (1)
information Marineau gained by virtue of his employment at Quaker;  (2)  highly
confidential  and secret information from which Quaker derives economic  value,
actual  or  potential,  from its not being generally  known  to  other  persons
outside Quaker who could obtain economic value from its disclosure or use;  (3)
information  known within Quaker only to key employees and those  who  need  to
know it to perform their jobs; (4) information regarding which Quaker has taken
reasonable measures to preserve its confidentiality; (5) information that could
not easily be duplicated by others, and which Quaker required considerable time
and  effort to develop; and (6) information which is likely to remain  valuable
and secret for at least two years.

           ii.   By  virtue of his employment at Quaker, Marineau has developed
personal  and business relationships with existing Quaker employees,  which  he
otherwise would not have had.  By virtue of his position, he also has  acquired
knowledge  as  to  which  existing Quaker employees are  critical  to  Quaker's
success and future plans, and which ones have skills or contacts that would  be
valuable to a competitor.




6.   Advance Determination of Permitted/Prohibited Conduct

      Marineau  may  request  an  advance written determination  from  Quaker's
highest ranking human resources officer as to whether taking a proposed  action
or  job would, in Quaker's opinion, constitute a breach of this Agreement.   In
that  event, and provided that Marineau discloses in writing all material facts
about  the proposed action or job, the advance written determination  shall  be
made  as  soon  as  practicable in the circumstances, without any  unreasonable
delay  or withholding; PROVIDED, that if circumstances materially change  after
the  advance  determination is made (e.g., if the duties of a job change  after
Marineau   accepts   it),   the   determination   may   be   reconsidered   and
revised/reversed upon thirty days advance written notice to Marineau.

7.   Independence of SERP

      No definition contained in this Agreement, nor any determination made  by
Quaker  or  a court in construing this Agreement, in advance or after-the-fact,
shall  limit, bind or in any way constrain the Compensation Committee in making
determinations under The Quaker Supplemental Executive Retirement Program ("the
SERP").

8.   Choice of Law And Forum; Attorney Fees

      A.   This Agreement shall be governed by and construed in accordance with
the  laws  of  the State of Illinois, without giving effect to  choice  of  law
principles.

      B.    In  the  event of any litigation over this Agreement or an  alleged
breach thereof, Marineau consents to submit to the personal jurisdiction of any
court, state or federal, in the State of Illinois.  The parties agree that  the
Illinois courts, state or federal, shall be the exclusive jurisdiction for  any
litigation over this Agreement or an alleged breach thereof.

     C.   In the event either party breaches this Agreement, in addition to any
damages, injunction, or other relief awarded by a court, the party in violation
of  this Agreement shall reimburse the other party for its litigation costs and
expenses including reasonable attorney fees.

9.   Full Agreement

      This written document contains the entire understanding and agreement  of
the  parties on the subject matter set forth herein, and supercedes  any  prior
agreement relating to these matters.  No promises or inducements have been made
other than those reflected herein, and no party is relying on any statement  or
representation  by any person except those set forth herein, including  without
limitation oral or written summaries of this Agreement.

      This  Agreement  cannot  be modified or altered except  by  a  subsequent
written  agreement  signed  by the parties; and only Quaker's  highest  ranking
Human  Resources  officer or his direct superior shall have authority  to  sign
such an amendment on behalf of Quaker.

      Without  limitation, nothing in this document shall eliminate  or  reduce
Marineau's  obligation to comply with the Quaker Code of Ethics, to the  extent
that  certain  provisions  in  the Code (such as non-disclosure  rules)  remain
applicable to employees after termination.  Likewise, nothing in this  document
shall  eliminate or reduce Quaker's obligation to indemnify Marineau in certain
situations, pursuant to Quaker's by-laws or applicable law.

10.  Severability

      Each term of this Agreement is deemed severable, in whole or in part, and
if  any  provision of this Agreement or its application in any circumstance  is
found  to  be  illegal,  unlawful or unenforceable,  the  remaining  terms  and
provisions  shall not be affected thereby and shall remain in  full  force  and
effect, except as expressly provided below.

      Unless  Quaker consents, the provisions in paragraph 5 of this  Agreement
are  not  severable  from  each  other or from  the  provisions  designated  as
consideration for the covenants in paragraph 5.  If any provision or aspect  of
paragraph 5 is held invalid, illegal, unlawful or unenforceable, then there  is
no  consideration for payments under paragraph 1(B) covering  January  1,  1997
through  November 30, 1997, nor for treating Marineau as employed  on  inactive
status  during that time period; PROVIDED, if any provision in paragraph  5  is
invalid  or  broader than the law allows, a court is authorized  to  award  the
broadest  injunctive relief permitted by law, and Quaker shall thereafter  make
its  election pursuant to paragraph 5(D)(iii) -- if Quaker elects to accept the
limited  injunctive  relief,  then  it  shall  consent  to  sever  the  invalid
provision(s).  Quaker's consent to sever one or more provisions in paragraph  5
may  be  given at any time:  before, during, or after litigation,  in  Quaker's
sole discretion.


                                                   The Quaker Oats Company
                                                                               
                                                                               
                                                                               
                                                   /sic/D. Ralston
                                                   By its Senior Vice President
                                                                               
                                                                               
                                                                               
MARINEAU  HAS  BEEN  ADVISED IN WRITING, VIA THIS NOTICE, TO  CONSULT  WITH  AN
ATTORNEY BEFORE SIGNING THIS AGREEMENT.  HE ACKNOWLEDGES THAT HE RECEIVED IT ON
October  23, 1995, AND THAT SINCE THAT TIME HE HAS REVIEWED IT; CONSULTED  WITH
AN  ATTORNEY,  AND  NEGOTIATED SEVERAL CHANGES WITH QUAKER.   MARINEAU  FURTHER
ACKNOWLEDGES  THAT  THIS  AGREEMENT WAS RE-TYPED AND  RE-SIGNED  BY  QUAKER  TO
INCORPORATE THE CHANGES HE NEGOTIATED, RATHER THAN INSERTING THE CHANGES IN THE
ORIGINAL DOCUMENT BY HAND OR ADDING AN ADDENDUM TO THE ORIGINAL DOCUMENT.

MARINEAU  UNDERSTANDS THAT HE HAS TWENTY EIGHT (28) DAYS FROM October 23,  1995
TO  CONSIDER  AND  DECIDE  WHETHER  TO SIGN THE  AGREEMENT.   MARINEAU  FURTHER
UNDERSTANDS  THAT  HE  MAY RESCIND THE AGREEMENT WITHIN SEVEN  (7)  DAYS  AFTER
SIGNING  IT.  MARINEAU AFFIRMS THAT HE HAS CAREFULLY READ AND FULLY UNDERSTANDS
ALL  PROVISIONS  OF THIS AGREEMENT, THAT THE CONSIDERATION HE IS  RECEIVING  IS
FAIR  AND ADEQUATE, AND THAT HE HAS NOT BEEN THREATENED OR COERCED INTO SIGNING
IT.





/sic/November 20, 1995                       /sic/Philip A. Marineau
                                             Philip A. Marineau