Exhibit 10(i)
                                                                               
                                                                               
                 THE QUAKER ELIGIBLE EARNINGS ADJUSTMENT PLAN
          (As Amended and Restated Effective as of November 1, 1996)

The  Quaker  Eligible Earnings Adjustment Plan, formerly "The  Quaker  Deferral
Adjustment  Benefit Plan" (the "Plan"), maintained by The Quaker  Oats  Company
(the  "Company"), is amended and restated effective as of November 1, 1996  and
is  intended  to  be an unfunded plan maintained primarily to provide  deferred
compensation  for  a  select group of highly compensated employees  within  the
meaning  of Sections 201(2), 301(a)(3) and 401(a)(1) of the Employee Retirement
Income Security Act of 1974 ("ERISA"), and is also intended to comply with Reg.
Section  2520.104-23 under ERISA.  The Plan is intended to provide benefits  to
certain  Members  of The Quaker Retirement Plan, as amended and  restated  from
time  to  time  (the "Retirement Plan"), who (I) participate  in  the  Deferred
Compensation  Plan  for  Executives of The Quaker Oats Company  the  ("Deferral
Plan"),  and  whose benefits under the Retirement Plan will be reduced  because
the  amounts  deferred and credited under the Deferral Plan are not  considered
earnings  for  purposes  of  the  Retirement  Plan;  and/or  (II)  earn  annual
compensation  exceeding the limitation of Section 401(a)(17)  of  the  Internal
Revenue  Code of 1986, as amended (the "Code"), and the regulations thereunder,
and  whose  benefits  under the Retirement Plan will be  reduced  because  Code
Section  401(a)(17)  limits  the amount of annual  compensation  which  may  be
considered earnings for purposes of the Retirement Plan.
     
The Company hereby formalizes the terms and provisions of the Plan as follows:
     
1.   Each  term  used in this Plan and also used in the Retirement  Plan  shall
     have the same meaning herein as under the Retirement Plan.

2.   If, and so long as, a Member (or the Qualified Spouse or other beneficiary
     of  a  former  Member)  shall be entitled to receive  benefits  under  the
     Retirement Plan, the benefit payable under this Plan shall be based on the
     amount equal to (a) minus (b) determined as follows:
     
     (a)  The Member's accrued monthly pension benefit (as calculated under the
          Retirement  Plan),  and  any  additional  benefits  distributed  upon
          termination  of  the  Retirement Plan, payable  as  a  straight  life
          annuity,  that would otherwise have been payable under the Retirement
          Plan  with  the  following adjustments:  (I) without  regard  to  the
          limitation  on  benefits imposed by Code Section 415; (II)  including
          amounts  deferred under the Deferral Plan as earnings at the time  of
          deferral; and (III) without regard to the compensation limit  imposed
          by Code Section 401(a) (17).
               
     (b)  The  Member's  accrued monthly pension benefit under  the  Retirement
          Plan  as  a  straight  life  annuity,  and  any  additional  benefits
          distributed upon termination of the Retirement Plan, plus the  amount
          payable  under The Quaker 415 Excess Benefit Plan paid on  a  monthly
          basis and as a straight life annuity.

3.   Except  as  provided in Section 4, the benefit payable  as  determined  in
     accordance  with Section 2 shall be paid on the same terms and conditions,
     in the same form, and at the same times, as would have been paid under the
     Retirement  Plan if the limitations referred to in Section  2(a)  did  not
     exist.

4.   Subject  to the approval of the Administrator, a Member may elect to  have
     his  entire  benefit under this Plan paid in the form of  an  actuarially-
     equivalent lump sum (instead of the annuity forms contemplated by Sections
     2)  as  soon  as  practicable after his benefit under the Retirement  Plan
     commences  to be paid, or if he should die prior to such commencement,  as
     soon  as  practicable after his death, if all of the following  conditions
     are satisfied:

     (a)  The  Member's election to receive his benefit in the form of  a  lump
          sum is submitted in writing to the Administrator at least twelve (12)
          months prior to the day he ceases active employment with the Company;
          provided, however, that a Member who submits his lump sum election no
          later  than  45  days  after  the Company  makes  its  first  general
          notification to employees of the availability of the lump sum form of
          payment  under  this  Plan, shall be deemed  to  have  satisfied  the
          requirements  of  this paragraph (a) if he submits  his  election  at
          least 15 days before the date his active employment ceases.
     
     (b)  The  Member also elects payment in the form of a lump sum  under  all
          other  non-qualified defined benefit pension plans maintained by  the
          Company  in which the Member participates, including but not  limited
          to  The  Quaker  415 Excess Benefit Plan and The Quaker  Supplemental
          Executive Retirement Program.
     
     (c)  The election is submitted on a form prescribed by the Administrator.
     
     A  Member  may  revoke  his election under this Section  4,  but  no  such
     revocation  will be effective unless it has been submitted in  writing  to
     the  Administrator  at  least 12 months before the  Member  ceases  active
     employment.   In  addition, the Compensation Committee  of  the  Company's
     Board  of Directors (the "Compensation Committee" and the "Board") in  its
     sole  discretion may accelerate payment of any Member's benefit under this
     Plan  to such Member, his Qualified Spouse or his Beneficiary at any  time
     (regardless of his employment or retirement status), whether alone  or  as
     part  of a more general distribution.  Any such accelerated payment  shall
     be  in whatever form the Compensation Committee determines, including  but
     not  limited  to  a  lump  sum, provided that the  benefit  paid  in  such
     accelerated form shall be the actuarial equivalent of the Member's benefit
     as  of the date distribution commences.  Any such acceleration must be for
     reasons  of  individual hardship, death, changes in tax laws or accounting
     principles,  or any other reasons which negate or diminish  the  continued
     value  of  benefits  under  this Plan to its Members  or  their  Qualified
     Spouses  and  beneficiaries  or  to the  Company,  as  determined  by  the
     Compensation  Committee  in its sole discretion.   For  purposes  of  this
     Section  4,  actuarial equivalence shall be determined using interest  and
     mortality  assumptions consistent with those set forth in  the  Retirement
     Plan,  except  that  in  the  event  of  a  lump  sum  payment,  actuarial
     equivalence  shall  be determined on the basis of the  interest  rate  and
     mortality assumptions prescribed by Section 417(e) of the Internal Revenue
     Code  (as amended by the Small Business Job Protection Act of 1996), using
     the  30-year  Treasury rate published for the third  month  preceding  the
     month that contains the Member's benefit commencement date.

5.   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.

6.   The Company may enter into a contract with any Member who is projected  to
     be  entitled to receive benefits under this Plan, or with any  Member  (or
     any  Qualified  Spouse or other beneficiary) who is  entitled  to  receive
     benefits under this Plan, stipulating the terms and manner of payments  to
     be  made  under this Plan, but the entitlement of such a person to receive
     benefits  under this Plan shall not be conditioned upon the entering  into
     of such a contract prior to the entitlement to benefits under the Plan.

7.   This  Plan shall not be a funded plan, and the Company shall not set aside
     any  funds,  or make any investments, for the specific purpose  of  making
     payments under this Plan, that would make the Plan considered funded under
     ERISA.  Any payments hereunder shall be made out of the general assets  of
     the  Company.   The  Company may transfer funds to and may  make  payments
     through  any trust which  it deems to comply with the preceding, in  order
     to meet its obligations under this Plan.

8.   The  Company,  by action of its Board or the Executive Committee  thereof,
     shall  have the right at any time to amend this Plan in any respect or  to
     terminate this Plan; provided, however, that such amendment or termination
     shall  not reduce the benefits payable under this Plan below the  benefits
     to which any person would have been entitled hereunder at the time of such
     amendment or termination.
     
9.   Except  as  otherwise provided herein, the Company shall  administer  this
     Plan  and  shall have the same powers and duties, and shall be subject  to
     the same limitations as are set forth in the Retirement Plan.
     
10.  The  interest  of  any Member and the interest, if any, of  any  Qualified
     Spouse or other beneficiary of any Member may not be assigned or alienated
     either by voluntary or involuntary assignment or by operation of law.
     
11.  Neither  this Plan nor any of its provisions shall be construed as  giving
     any Member a right to continue in the employ of the Company.
     
12.  Subject to the provisions of Section 8, this Plan shall terminate when the
     Retirement Plan terminates.

IN WITNESS  WHEREOF, this plan 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