Exhibit 10(e)(2)                         
                         
                         FIRST AMENDMENT
                             TO THE
                   DEFERRED COMPENSATION PLAN
            FOR DIRECTORS OF THE QUAKER OATS COMPANY
   (As Amended and Restated Effective as of November 1, 1996)


     WHEREAS, the Deferred Compensation Plan for Directors of The Quaker 
  Oats  Company,  as  amended  and  restated effective as of November 1, 
  1996 (the "Plan"),  was established  by The  Quaker Oats  Company (the 
  "Company")  for  the benefit of its eligible directors; and

     WHEREAS, amendment of the Plan is desirable;
      
     NOW, THEREFORE, the Plan is hereby amended effective as of  May 13,
  1998, by substituting the following for Section 7 of the Plan:

  "7.  CHANGE IN CONTROL

       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 25% 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  May   13,   1998),
           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) of this Section 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."
     
     IN  WITNESS WHEREOF, this Amendment is executed below  by  a
duly authorized officer of the Company.

                                    THE QUAKER OATS COMPANY

Dated: March 17, 1999          By: /s/ John G. Jartz 
                                   Its Senior Vice President