Exhibit 10(f)(4)                                
                                
                                
                                
                 EXECUTIVE SEPARATION AGREEMENT


       THIS AGREEMENT is made between The Quaker Oats  Company,  a
New Jersey corporation (the "Company"), and Jeffrey A. Atkins (the
"Executive"), dated this 7th day of February, 1996.


                        WITNESSETH THAT:

       WHEREAS,  the Company wishes to attract and  retain  well-
qualified  executive and key personnel and to assure both  itself
and the Executive of continuity of management in the event of any
actual or threatened change in control of the Company;

       NOW,  THEREFORE, it is hereby agreed by  and  between  the
parties as follows:

1. Operation   of  Agreement.   The  "effective  date   of   this
   Agreement"  shall be the date on which the Executive  declares
   it  effective, by notice to the Company in writing,  but  only
   if  a  change in control of the Company (as defined in Section
   2) has occurred on or before the date of the notice.

2. Change  in  Control.   A "change in control  of  the  Company"
   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 Company's  Board
      of  Directors  (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  the  execution  of  this
      Agreement),  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
   "directors  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  or
   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.



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3. Employment Period.  The Company hereby agrees to continue  the
   Executive  in its employ, and the Executive hereby  agrees  to
   remain   in  the  employ  of  the  Company,  for  the   period
   commencing on the effective date of this Agreement and  ending
   on  the  earlier  to  occur of the third anniversary  of  such
   effective  date  or  the 65th birthday of the  Executive  (the
   "employment   period"),  to  exercise  such  authorities   and
   powers,  and  perform  such  duties  and  functions,  as   are
   commensurate with the authorities and powers being  exercised,
   and  duties  and functions being performed, by  the  Executive
   immediately  prior  to the effective date of  this  Agreement,
   which  services  shall  be performed at the  current  location
   where  the  Executive was employed immediately  prior  to  the
   effective  date  of this Agreement or at such  other  location
   within  a  30-mile  radius  of  such  current  location.   The
   Executive  shall not be required to accept any other location.
   The  Executive  agrees  that during the employment  period  he
   shall  devote  his  full  business  time  exclusively  to  his
   executive  duties as described herein and perform such  duties
   faithfully and efficiently.

4. Compensation, Compensation Plans, Benefit Plans,  Perquisites.
   During    the    employment   period and prior to  termination
   (as  defined  in Section 5) of the Executive,   the  Executive
   shall be compensated as follows:

      a.    He  shall receive an annual salary which is not  less
      than  his  annual salary immediately prior to the effective
      date   of   this   Agreement,  with  the  opportunity   for
      increases,  from  time  to time thereafter,  which  are  in
      accordance with the Company's regular practices.

      b.    He  shall be eligible to participate on a  reasonable
      basis  in  bonus, stock option, restricted stock and  other
      incentive compensation plans, which shall provide  benefits
      comparable  to  those to which he was provided  immediately
      prior to the effective date of this Agreement.

      c.    He  shall be eligible to participate on a  reasonable
      basis  in  tax-qualified employee benefit plans  (including
      but  not  limited to pension, profit sharing  and  employee
      stock   ownership  plans),  and  supplemental  nonqualified
      employee  benefit  plans  relating  thereto,  which   shall
      provide  benefits  comparable to  those  to  which  he  was
      provided  immediately prior to the effective date  of  this
      Agreement.

      d.    He  shall  be  entitled to receive employee  benefits
      (including, but not limited to, medical and life  insurance
      benefits) and perquisites which are comparable to those  to
      which  he  was provided immediately prior to the  effective
      date of this Agreement.

5. Termination.  "Termination" shall mean either (a)  termination
   by  the  Company of the employment of the Executive  with  the
   Company  for any reason other than death, physical  or  mental
   incapacity,  or cause (as defined below), or  (b)  resignation
   of  the  Executive upon the occurrence of any of the following
   events:

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        (1)   a significant change in the nature or scope of  the
        Executive's  authorities, powers,  functions,  or  duties
        from those described in Section 3;

        (2)  a reduction in total compensation from that provided
        in Section 4;

        (3)  the breach by the Company of any other provision  of
        this Agreement; or

        (4)  a reasonable determination by the Executive that, as
        a  result  of  a  change in control of  the  Company  his
        position  is significantly affected so that he is  unable
        to  exercise the authorities, powers, functions or duties
        attached to his position as described in Section 3.

   "Cause" means gross misconduct or willful and material  breach
   of  this  Agreement by the Executive.  No act, or  failure  to
   act,  on the Executive's part shall be deemed "willful" unless
   done,  or  omitted to be done, by the Executive  not  in  good
   faith  and  without  reasonable  belief  that  the  action  or
   omission was in the best interest of the Company.

6. Confidentiality.  The Executive agrees that during  and  after
   the  employment period, he will not divulge or appropriate  to
   his  own  use  or the use of others any secret or confidential
   information  or  knowledge pertaining to the business  of  the
   Company,  or  any  of  its subsidiaries, obtained  during  his
   employment by the Company or any of its subsidiaries.

7. Severance and Benefit Payments.

      a.    In  the event of termination of the Executive  during
      the  employment period, the Company shall pay the Executive
      a  lump-sum severance allowance equal to salary  and  bonus
      payments  for the following 24 calendar months at the  rate
      which  he would have been entitled to receive in accordance
      with  Section  4.   Such  a severance  allowance  shall  be
      adjusted  to  include expected increases to the Executive's
      salary  and  bonus  for  such  period,  but  shall  not  be
      adjusted on a present value basis.

      b.    In  the event of termination of the Executive  during
      the  employment  period, the Company  shall  also  pay  the
      Executive   a  lump-sum  benefit  payment  in   an   amount
      equivalent  to  (1) the benefits he would have  accrued  or
      been  allocated  under any tax-qualified employee   benefit
      plan  (including but not limited to pension, profit sharing
      and  employee  stock ownership plans) and any  nonqualified
      supplemental  benefit plan relating thereto, maintained  by
      the  Company  if  he  had remained in  the  employ  of  the
      Company  for  24  calendar months  after  his  termination,
      which  benefits  will be paid in addition to  the  benefits
      provided  under  such  plans, and  (2) any  other  employee
      benefits  (including, but not limited  to,  coverage  under
      any medical and life insurance arrangements or programs)
      


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            to  which he would have been entitled under all  such
      employee    benefit   plans,   programs   or   arrangements
      maintained by the Company if he had remained in the  employ
      of   the   Company  for  24  calendar  months   after   his
      termination.  Such a benefit payment shall be  adjusted  to
      include  expected  increases  to  the  Executive's  salary,
      bonus  and  other  compensation having an  effect  on  such
      benefits  for such period, but shall not be adjusted  on  a
      present value basis.

      c.    The  amount  of the severance allowance  and  benefit
      payment  described in this Section shall be determined  and
      such  payment  shall be made as soon as  it  is  reasonably
      possible.

      d.    The  severance allowance and benefit  payment  to  be
      provided  pursuant to this Section 7 shall be  in  addition
      to,  and  shall  not be reduced by, any  other  amounts  or
      benefits   provided   by  separate   agreement   with   the
      Executive,  or  plan or arrangement of the Company  or  its
      subsidiaries,   unless  specifically   stipulated   in   an
      agreement  which constitutes an amendment to this Agreement
      as provided in Section 14.

8. Tax  Reimbursement.   If any payment to  the  Executive  under
   this  Agreement  or  under  any other compensation  agreement,
   plan  or  arrangement  of the Company or its  subsidiaries  is
   subject  to  an excise tax under section 4999 of the  Internal
   Revenue  Code of 1986, as amended, (the "Code"),  the  Company
   shall  pay the Executive an additional amount which  is  equal
   to  the  amount of such excise tax.  The Company will  provide
   complete  compensation and tax data on a timely basis  to  the
   Executive and to an accounting firm or law firm designated  by
   the  Executive in order to enable the Executive  to  determine
   the  extent  to  which any payments under  this  Agreement  or
   under  any  other compensation agreement, plan or  arrangement
   of  the  Company  or  its  subsidiaries constitute  "parachute
   payments"  or  "excess parachute payments" under section  280G
   of  the  Code.   Any  additional  amount  payable  under  this
   Section  8  shall be due and paid no later than  ten  business
   days  after the other payment to which such additional payment
   relates;  provided,  however, that if such  additional  amount
   cannot  be determined on or before such due date, the  Company
   shall  pay  an amount on the due date which it in  good  faith
   estimates  to be payable and shall pay the remainder  of  such
   additional amount (together with interest at a rate  equal  to
   120%  of  the applicable Federal rate determined under Section
   1274(d)  of  the  Code)  as  soon  as  such  amount   can   be
   determined, but no later than 30 days after the date on  which
   Executive becomes subject to the payment of the excise tax.

9.  Mitigation and Set Off.  The Executive shall not be  required
    to  mitigate the amount of any payment provided for  in  this
    Agreement  by  seeking other employment  or  otherwise.   The
    Company  shall not be entitled to set off against the amounts
    payable  to  the Executive under this Agreement  any  amounts
    owed  to the Company by the Executive, any amounts earned  by
    the  Executive in other employment after termination  of  his
    employment with the Company, or any amounts which might  have
    been  earned  by  the Executive in other  employment  had  he
    sought such other employment.
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10. Arbitration  of  All  Disputes.   Any  controversy  or  claim
    arising  out of or relating to this Agreement or  the  breach
    thereof,  except with respect to Section 8, shall be  settled
    by  arbitration in the City of Chicago in accordance with the
    laws  of the State of Illinois by three arbitrators appointed
    by   the  parties.   If  the  parties  cannot  agree  on  the
    appointment, one arbitrator shall be appointed by the Company
    and one by the Executive, and the third shall be appointed by
    the  first  two  arbitrators.  If the first  two  arbitrators
    cannot  agree on the appointment of a third arbitrator,  then
    the third arbitrator shall be appointed by the Chief Judge of
    the  United States Court of Appeals for the Seventh  Circuit.
    The  arbitration  shall be conducted in accordance  with  the
    rules  of  the American Arbitration Association, except  with
    respect  to  the selection of arbitrators which shall  be  as
    provided  in  this  Section  10.  Judgement  upon  the  award
    rendered  by  the  arbitrators may be entered  in  any  court
    having  jurisdiction thereof.  In the event that it shall  be
    necessary  or  desirable for the Executive  to  retain  legal
    counsel or incur other costs and expenses in connection  with
    enforcement  of  his  rights under this Agreement,  Executive
    shall  be entitled to recover from the Company his reasonable
    attorneys'  fees  and costs and expenses in  connection  with
    enforcement of his rights (including the enforcement  of  any
    arbitration  award in court).  Payment shall be made  to  the
    Executive  by  the Company at the time these attorneys'  fees
    and  costs  and expenses are incurred by the Executive.   If,
    however,  the arbitrators should later determine  that  under
    the  circumstances the Executive could have had no reasonable
    expectation  of  prevailing on the  merits  at  the  time  he
    initiated  the  arbitration based  on  the  information  then
    available  to  him, he shall repay any such payments  to  the
    Company in accordance with the order of the arbitrators.  Any
    award of the arbitrators shall include interest at a rate  or
    rates   considered  just  under  the  circumstances  by   the
    arbitrators.

11. Notices.    Any   notices,  requests,  demands,   and   other
    communications  provided  for  by  this  Agreement  shall  be
    sufficient  if  in  writing  and if  sent  by  registered  or
    certified  mail to the Executive at the last address  he  has
    filed  in  writing with the Company or, in the  case  of  the
    Company, at its principal executive offices.

12. Non-Alienation.  The Executive shall not have  any  right  to
    pledge, hypothecate, anticipate or in any way create  a  lien
    upon  any  amounts  provided under  this  Agreement;  and  no
    benefits   payable   hereunder   shall   be   assignable   in
    anticipation  of payment either by voluntary  or  involuntary
    acts,  or  by  operation of law.  Nothing in  this  paragraph
    shall  limit  the  Executive's rights  or  powers  which  his
    executor or administrator would otherwise have.

13. Governing Law.  The Agreement 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 pre-
    empted by ERISA.


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14. Amendment.   This  Agreement may be amended or  cancelled  by
    mutual  agreement  of  the parties  in  writing  without  the
    consent  of  any other person and, so long as  the  Executive
    lives,  no person, other than the parties hereto, shall  have
    any rights under or interest in this Agreement or the subject
    matter hereof.

15. Term.   Unless  the Executive has theretofore  declared  this
    Agreement effective, pursuant to Section 1 of this Agreement,
    this Agreement shall terminate (a) March 31, 1998 or (b) when
    the  Executive  has been placed on inactive  service  by  the
    Company prior to a change in control of the Company.

16. Successors  to  the  Company.  Except as  otherwise  provided
    herein, this Agreement shall be binding upon and inure to the
    benefit of the Company and any successor of the Company.

17. Severability.  In the event that any provision or portion  of
    this   Agreement  shall  be  determined  to  be  invalid   or
    unenforceable  for  any reason, the remaining  provisions  of
    this  Agreement shall be unaffected thereby and shall  remain
    in full force and effect.

18. Prior  Agreement.   Any prior Executive Separation  Agreement
    between  the  Executive and the Company  which  has  not  yet
    terminated  pursuant  to its terms, is  cancelled  by  mutual
    consent  of  the  Executive  and  the  Company  pursuant   to
    execution of this Agreement, effective as of the day and year
    first above written.


           IN WITNESS WHEREOF, the Executive has hereunto set his
hand  and,  pursuant  to  the authorization  from  its  Board  of
Directors,  the Company has caused these presents to be  executed
in  its name on its behalf, and its corporate seal to be hereunto
affixed  and attested by its Assistant Secretary, all as  of  the
day and year first above written.



                              S/JEFFREY A. ATKINS
                              JEFFREY A. ATKINS

                              THE QUAKER OATS COMPANY


                              By S/DOUGLAS J. RALSTON

ATTEST:

S/MARCIA S. LAZ
Assistant Secretary




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