Exhibit 10(j)
                                                                               
                       QUAKER OFFICERS SEVERANCE PROGRAM
           (As Amended and Restated Effective as of November 1, 1996)
                                       
     1.    EFFECTIVE  DATE AND PURPOSE.  The Quaker Officers Severance  Program
(the  "Program")  is  established and maintained by  The  Quaker  Oats  Company
("Quaker"),  effective  as  of  November 1,  1996,  and  is  an  amendment  and
restatement  of  the  Program as adopted by Quaker's Board  of  Directors  (the
"Board")  on  March  8, 1989.  The purpose of the Program  is  to  promote  the
interests  of Quaker, its divisions and subsidiaries (the "Company"),  and  its
shareholders,  by  attracting and retaining officers  of  the  Company  through
assurances  of  continued compensation and benefits when their employment  with
the Company is terminated due to certain circumstances beyond their control.

     2.   ADMINISTRATION.

           (a)   The  Program  shall be administered by the  Severance  Program
Committee  (the "Committee"), which shall initially consist of Quaker's  Senior
Vice   President-Human  Resources,  Vice  President-Human  Resources  Worldwide
Beverages  and  Vice  President  - Human Resources  Quaker  Foods.   The  Chief
Executive  Officer of Quaker shall have the authority to expand or  reduce  the
number  of Committee members, and to designate, remove or replace the Committee
members.

           (b)   The  Committee  shall  have the sole  responsibility  for  the
administration  of the Program, and may adopt such rules and procedures  as  it
deems necessary, desirable, or appropriate.

           (c)   The  Committee shall have such powers as may be  necessary  to
discharge  its  responsibility to administer the  Program,  including  but  not
limited to the following:

               (1)  To construe and interpret the Program, decide all questions
               of eligibility, and determine the amount, manner and time of any
               severance benefit hereunder.

               (2)   To prescribe procedures for employees to apply for Program
               benefits, including written applications and forms, if any,  and
               other   requests   for  information.   If  no   procedures   are
               prescribed,  then  the  Company or the  Committee  may  initiate
               consideration of a claim for severance benefits, or any employee
               may  initiate  a  claim  by providing  notice,  in  writing,  to
               designated Committee members.  The Committee may reasonably rely
               upon all information furnished to it in such applications, forms
               or notices.

               (3)   To  receive from the Company such information as shall  be
               necessary  for  the proper administration of the  Program.   The
               Committee  may  reasonably rely upon  all  such  information  so
               furnished.
               
               (4)   To appoint individuals to assist in the administration  of
               the  Program as the Committee deems necessary, including but not
               limited   to,   Company   employees,  agents,   attorneys,   and
               accountants.   The  Committee  may  reasonably  rely  upon   all
               information and advice furnished by such individuals.

               (5)   To receive, review, and maintain, as it deems appropriate,
               benefit payment and administrative expense reports.

               (6)   To issue directions to the Company concerning all benefits
               which  are to be paid from the Company's general assets pursuant
               to the Program provisions.

               (7)  To prepare and distribute to Company employees, information
               describing   the  Program  in  such  manner  as  the   Committee
               determines to be required or appropriate.

           (d)  The Committee shall make all determinations as to the right  of
any  person to a benefit under the Program.  Any denial by the Committee of the
claim  for benefits under the Program by an employee shall be stated in writing
by the Committee and delivered or mailed to the employee; and such notice shall
set  forth  the  specific reasons for the denial.  In addition,  the  Committee
shall  afford a reasonable opportunity to any employee whose claim for benefits
has been denied for a review of the decision denying the claim.

           (e)  The Committee shall be indemnified by Quaker to the full extent
allowed  by  law.  This indemnity shall extend to all individuals appointed  to
assist  in the administration of the Program, as described in subparagraph  (c)
(4) above.

     3.   ELIGIBILITY.

          (a)  An officer (as defined below) is eligible for severance benefits
under the Program (determined in accordance with paragraph 4) if his employment
with the Company is terminated under any of the following conditions:

               (1)   At  any time, termination of employment with the  Company,
               other  than  death,  physical  or mental  incapacity,  voluntary
               resignation, retirement, gross misconduct, or due to  the  sale,
               spin-off  or  other  disposition  of  a  plant,  profit  center,
               division  or  subsidiary of Quaker as an ongoing entity  if  the
               affected   employee  is  hired  by,  or  is  offered   continued
               employment by, the successor or purchasing entity.
               
               (2)   Notwithstanding anything in subparagraph (1) above to  the
               contrary,  within  two years following a Change  in  Control  of
               Quaker  (as  defined below), any termination of employment  with
               the  Company, in lieu of officer accepting continued  employment
               with  the  Company which involves a significant  change  in  the
               officer's terms and conditions of employment (as defined below).
               A  "significant change in the officer's terms and conditions  of
               employment"  shall be deemed to have occurred when  during  such
               two year period:

                         (I)   the  total of the officer's salary and incentive
                         bonus  target is to be reduced, based upon the amounts
                         equal to the officer's salary immediately prior to the
                         Change  in  Control  of Quaker, and  the  most  recent
                         incentive  bonus target communicated to  the  employee
                         immediately prior to the Change in Control of Quaker;

                         (II) the location of  continued employment if beyond a
                         30-mile radius of the officer's location of employment
                         immediately prior to the Change in Control of Quaker;

                         (III) the  officer is to be paid  on  an  hourly basis;

                         (IV)  there is a significant change in the  nature  or
                         scope of any of the authorities and powers, which  the
                         officer may exercise or is exercising, and duties  and
                         functions  which  the  officer  may  perform   or   is
                         performing immediately prior to the Change in  Control
                         of Quaker; or

                         (V)   a  reasonable determination by the officer that,
                         as  a  result of the Change in Control of Quaker,  his
                         position  is  significantly affected  so  that  he  is
                         unable  to  exercise any authorities  and  powers,  or
                         perform   any   duties  and  functions  described   in
                         subparagraph (IV) above.

               (3)   "Change  in  Control of Quaker" shall be  deemed  to  have
               occurred  if:
               
                         (I)  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 Quaker,  any  trustee  or
                         other  fiduciary holding securities under an  employee
                         benefit plan of Quaker, or any company owned, directly
                         or  indirectly,  by  the  stockholders  of  Quaker  in
                         substantially the same proportions as their  ownership
                         of  stock  of  Quaker), is or becomes the  "beneficial
                         owner"  (as  defined in Rule 13d-3 under the  Exchange
                         Act),  directly or indirectly, of securities of Quaker
                         representing 30% or more of the combined voting  power
                         of   Quaker'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;
                         
                         (II)  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  Quaker to  effect  a  transaction
                         described  in  subparagraph (I), (III)  (B)  or  (IV))
                         whose  election by the Board, or whose nomination  for
                         election by Quaker'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;
                         
                         (III)      the  stockholders of Quaker approve  (A)  a
                         plan of complete liquidation of Quaker or (B) the sale
                         or  disposition by Quaker of all or substantially  all
                         of  Quaker's assets unless the acquirer of the  assets
                         or  its  directors  shall meet the  conditions  for  a
                         merger  or consolidation in subparagraphs (IV) (A)  or
                         (IV) (B); or

                         (IV)  the  stockholders of Quaker approve a merger  or
                         consolidation  of Quaker with any other company  other
                         than:
                              
                              (A)   such a merger or consolidation which  would
                              result   in  the  voting  securities  of   Quaker
                              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  Quaker's  or  such  surviving
                              entity's     outstanding    voting     securities
                              immediately  after such merger or  consolidation;
                              or
                              
                              (B)   such a merger or consolidation which  would
                              result  in  the  directors  of  Quaker  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 subparagraph (IV), "surviving entity"  shall
                          mean   only  an  entity  in  which  all  of  Quaker's
                          stockholders  immediately  before  such   merger   or
                          consolidation  become stockholders by  the  terms  of
                          such   merger  or  consolidation,  and   the   phrase
                          "directors  of Quaker who were directors  immediately
                          prior  thereto"  shall include only  individuals  who
                          were  directors of Quaker at the beginning of the  24
                          consecutive month period preceding the date  of  such
                          merger  or  consolidation, or who were new  directors
                          (other  than any director designated by a Person  who
                          has entered into an agreement with Quaker to effect a
                          transaction described in subparagraph (I), (III) (B),
                          (IV) (A) or (IV) (B)) whose election by the Board, or
                          whose    nomination   for   election   by    Quaker's
                          stockholders, was approved by a vote of at least two-
                          thirds (2/3) of the directors before the beginning of
                          such period.

           (b)   An "officer" shall mean any employee of the Company who  is  a
Chief  Executive  Officer, President or Vice President  (including  Senior  and
Executive   Vice  Presidents)  of  Quaker,  and  any  other  Company  employees
designated  by the Committee as an officer for purposes of the Program.   Prior
to  a Change in Control of Quaker an officer shall be considered eligible under
the  Program, subject to paragraph 3(a)(1), for so long as he holds such office
while  the  Program  is  in effect.  After a Change in Control  of  Quaker,  an
officer shall continue to be considered eligible under the Program, subject  to
paragraph 3(a)(2).

     4.   SEVERANCE BENEFITS.

           (a)   An  eligible officer pursuant to paragraph 3 will be  provided
the following severance benefits:

                         (1)   Compensation  - Payment to an officer  shall  be
                         made  in  the  form  of a single lump  sum,  or  equal
                         monthly  installments  over the Severance  Period  (as
                         defined  below),  at the Committee's sole  discretion.
                         The  total amount payable in either form shall  equal:
                         (I)  the  officer's current annualized salary  at  the
                         time  of  termination (or, if greater,  the  officer's
                         annualized  salary in effect immediately  prior  to  a
                         Change in Control of Quaker), plus (II) the average of
                         the  officer's  two  most  recent  years'  fully  paid
                         management  incentive bonuses (or in the  event  of  a
                         Change in Control the bonus shall not be less than the
                         Section  4(a)(1)  of  the  Quaker  Salaried  Employees
                         Compensation  and  Benefits  Protection   Plan)   (the
                         "Plan")  at  the time of termination (on an annualized
                         basis,  if  necessary);  and the  officer's  severance
                         period  shall  be the one year period commencing  with
                         the  date  following  termination of  employment  (the
                         "Severance Period").  The single sum payment shall  be
                         made,  or the monthly installments shall commence,  at
                         the  officer's  usual payroll date next following  his
                         date of termination.

                         (2)  Welfare Benefits - During the officer's Severance
                         Period  the  officer  shall be entitled  to  continued
                         eligibility   for   health,  medical,   dental,   life
                         insurance,  and  accidental  death  and  dismemberment
                         benefits  equivalent to those to which he was entitled
                         prior to his termination of employment (regardless  of
                         the  form of compensation benefit to be provided under
                         subparagraph (1)).  The officer shall not be  required
                         to  contribute  more than the normal  cost  (including
                         those  attributable to changes in levels of  benefits)
                         for  such benefits as existed immediately prior to his
                         termination of employment.  The Severance  Period  for
                         purposes of this subparagraph (2) shall not be applied
                         to reduce the benefit extension period required by the
                         Consolidated Omnibus Budget Reconciliation Act of 1985
                         or any amendment thereto.

                 (b)   All  benefits  to  be  paid  or  provided  pursuant   to
subparagraph  4(a) shall be in addition to, and shall not be  reduced  by,  any
other  benefits payable or provided by separate agreement with the officer,  or
plan  or arrangement of the Company, except as follows.  If an officer is  also
eligible  for severance benefits to be paid and provided pursuant to the  Plan,
the  greater amount or longer severance period with respect to compensation and
welfare  benefits,  respectively,  shall be provided  in  accordance  with  and
pursuant  to the terms of the Plan or Program as the case may be.  In no  event
will  an  officer be entitled to duplicative benefits under the  Plan  and  the
Program.

                (c)   Any  severance benefits payable under the Program  to  an
officer  who dies prior to full payment of such benefits shall be paid  to  the
officer's estate.

                (d)   Notwithstanding  any  other  provision  of  the  Program,
severance benefits furnished hereunder shall be subject to the following  terms
and conditions:
                         
                         (1)   If  the  making  of severance  benefit  payments
                         pursuant  to  subparagraph  4(a)  would  subject   the
                         officer  to  an excise tax under Section 4999  of  the
                         Internal  Revenue Code of 1986, as amended,  or  would
                         result  in the Company's loss of a federal income  tax
                         deduction   for  those  payments  (either   of   these
                         consequences is referred to individually herein  as  a
                         "Tax  Penalty"), then such severance benefit  payments
                         shall be reduced to the extent necessary to avoid  the
                         imposition   of  such  Tax  Penalty.   The   preceding
                         sentence  shall  not apply if such  officer:   (I)  is
                         entitled  to a tax reimbursement for such Tax  Penalty
                         under  any  other agreement, plan or  program  of  the
                         Company, or  (II) may disclaim any portion of  or  all
                         benefits  payable  under this or any other  agreement,
                         plan  or program of the Company in order to avoid such
                         Tax Penalty.

                         (2)  If the officer and the Company shall disagree  as
                         to  whether  the  furnishing of a  benefit  under  the
                         Program  would  result  in the  imposition  of  a  Tax
                         Penalty, the matter shall be resolved by an opinion of
                         counsel   chosen   by  the  employee  and   reasonably
                         satisfactory  to the Company.  The Company  shall  pay
                         the  fees and expenses of such counsel, and shall make
                         available  to  counsel  such  information  as  may  be
                         reasonably necessary to prepare the opinion.

      5.    NONASSIGNMENT.   No benefits payable under  the  Program  shall  be
subject  in any manner to assignment, anticipation, alienation, sale, transfer,
pledge, encumbrance, or charge, and any such attempted action shall be void and
no  such  benefit  shall  be  in any manner liable for  or  subject  to  debts,
contract,  liabilities, engagements, or torts of any officer.  If  any  officer
shall become bankrupt or shall attempt to anticipate, alienate, sell, transfer,
assign,  pledge,  encumber, or charge any amount or benefit payable  under  the
plan,  then  the Committee in its discretion may hold or apply such benefit  or
any  part thereof to or for the benefit of such officer or his beneficiary, his
spouse, children, blood relatives, or other dependents, in such manner  and  in
such proportions as the administrator may consider proper.

      6.    AMENDMENT AND TERMINATION.  Quaker, by action of its Board, or  the
Compensation Committee thereof, shall have the right to amend or terminate this
Program;  provided,  however, that no such amendment shall  alter,  modify,  or
rescind  coverage  or benefits under the Program; and in  no  event  shall  the
Program be amended or terminated during the five-year period following a Change
in  Control  of  Quaker  in  a manner which would reduce  payments  or  benefit
extension periods.

      7.   CONTINUED EMPLOYMENT.  Neither the Program nor any of its provisions
shall be construed as giving any officer of the Company a right to continue  in
the  employ  of  the  Company, or as a limitation of  the  Company's  right  to
discharge any of its employees, with or without cause.

      8.    SUCCESSORS.  The Program shall be binding upon any successor of the
Company  whether by merger, consolidation, or sale of all or substantially  all
of the Company's assets.
     
     9.   GOVERNING LAW.  The Program shall be construed and enforced according
to  the Employee Retirement Income Security Act of 1974 ("ERISA"), and the laws
of  the State of Illinois, other than its laws respecting choice of law, to the
extent not preempted by ERISA.

           IN  WITNESS  WHEREOF, this Program is executed by a duly  authorized
officer of Quaker.

                                        THE QUAKER OATS COMPANY


January 15, 1997                        By: /s/ Douglas J. Ralston
                                       Its: Senior Vice President