Exhibit 10 (c)

                          DEFERRED COMPENSATION PLAN
                   FOR EXECUTIVES OF THE QUAKER OATS COMPANY
                                       

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 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 exists 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 the 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  the  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 Participants, 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 purposes 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 Medium Term "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  Secretary  of the Company 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.

8.   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.

9.   AMENDMENT OR TERMINATION

     The  Company  reserves the right, at any time or from  time  to  time,  by
     action of its Board of Directors 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 March 1, 1996,
     and is executed by a duly authorized officer of the Company.


                              THE QUAKER OATS COMPANY



March 13, 1996                By /S/Douglas J. Ralston
                                 Its Senior Vice President