UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-K

              [X]ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d)
                 OF THE SECURITIES EXCHANGE ACT OF 1934

              For the fiscal year ended          December 31, 1999


                   [ ]TRANSITION REPORT PURSUANT TO SECTION 13
                 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

                           Commission file number 1-12

                             THE QUAKER OATS COMPANY
             (Exact name of registrant as specified in its charter)

             NEW JERSEY                         36-1655315
          (State or other jurisdiction of    (I.R.S. Employer
          incorporation or organization)     Identification No.)

             QUAKER TOWER
          P.O. Box 049001 Chicago, Illinois            60604-9001
          (Address of principal executive offices)     (Zip Code)

       Registrant's telephone number, including area code:(312)222-7111

           Securities registered pursuant to Section 12(b) of the Act:
                                             Name of each exchange
               Title of each class           on which registered


           Common Stock ($5.00 Par Value)    New York Stock Exchange
                                             Chicago Stock Exchange


           Preferred Stock Purchase Rights   New York Stock Exchange
                                             Chicago Stock Exchange


Indicate by check mark whether the registrant (1) has filed all reports required
to  be  filed  by Section 13 or 15 (d) of the Securities Exchange  Act  of  1934
during  the  preceding 12 months (or for such shorter period that the registrant
was  required  to file such reports), and (2) has been subject  to  such  filing
requirements for the past 90 days.    Yes[X]No[ ]

Indicate  by check mark if disclosure of delinquent filers pursuant to Item  405
of Regulation S-K is not contained herein, and will not be contained, to best of
registrant's   knowledge,   in  definitive  proxy  or   information   statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]

The  aggregate  market  value  of Common Stock held  by  non-affiliates  of  the
registrant as of the close of business on February 29, 2000, was $7,049,653,148.
The liquidation value of Series B ESOP Convertible Preferred Stock, all of which
is  held  in  The  Quaker 401(k) Plan for Salaried Employees, at  the  close  of
business on February 29, 2000, totaled $111,886,015, plus related dividends. The
number  of shares of Common Stock, $5.00 par value, outstanding as of the  close
of business on February 29, 2000, was 130,700,406.

<Page 1>


                      DOCUMENTS INCORPORATED BY REFERENCE.

1.    Portions of The Quaker Oats Company Annual Report to Shareholders for  the
fiscal year ended December 31, 1999 (Annual Report) (Parts I, II and III of Form
10-K)
2.    Portions  of  The Quaker Oats Company Notice of Annual Meeting  and  Proxy
Statement  (Proxy Statement) for the Annual Meeting to be held on May  10,  2000
(Part III of Form 10-K)


                                     PART I

ITEM 1. BUSINESS.

(a)  General Development of Business

The   information   set  forth  under  the  captions  "Restructuring   Charges,"
"Divestitures and Asset Impairments" and "Subsequent Events,"  found  on  pages
52-53,  54 and 65, respectively, of the Company's Annual Report, is incorporated
herein by reference.

(b)  Financial Information About Operating Segments

The  information  set forth under the captions "Operating Segment  Information,"
"Operating   Segment   Data,"    "Enterprise   Information"   and   "Geographic
Information,"  found  on  pages  40-43  of  the  Company's  Annual  Report,   is
incorporated herein by reference.

(c)  Description of Business

U.S. and Canadian Foods Description

The Quaker Oats Company (Quaker  or the Company)  is  a  major  participant   in
the competitive packaged food industry  in the  United  States  and  Canada  and
is a leading manufacturer  of  hot  cereals, pancake syrups, grain-based snacks,
cornmeal, hominy grits and value-added  rice  products.     In addition, in  the
United States, the Company is the second-largest manufacturer  of pancake  mixes
and value-added pasta  products and is  among  the four largest manufacturers of
ready-to-eat cereals.  The Company competes with  a significant  number of large
and  small  companies on the basis of  price,  value,  innovation,  quality  and
convenience, among other attributes. The Company's  food products  are purchased
by consumers through a wide range of distributors.   The Company  utilizes  both
its  own  and   broker  sales  forces  and  has  multiple  distribution  centers
throughout  the United States, each  of  which  carries  an inventory of most of
the Company's food products.

Latin American Foods Description

The  Company manufactures and markets its products in many countries  throughout
Latin  America  and is broadly diversified by product line.  It is  the  leading
brand-name hot cereals producer in many countries and has other leading category
positions for products in a number of countries.  In Brazil, the Company is  the
leading  producer of ready-to-drink chocolate beverages and the  leading  canned
fish processor.

Other Foods Description

The Company is broadly diversified, both geographically and by product line,  in
the  packaged food industry.  The Company manufactures and markets its  products
in  many  countries  throughout Europe and Asia.  It is  the  leading  oat-based
cereal producer in many European countries.

U.S. and Canadian Beverages Description

The  Company is the leading manufacturer and distributor of sports beverages  in
the  United States and Canada and accounts for more than 80 percent of sales  in
the  sports  drink  category.  The Company uses both its own  and  broker  sales
forces  to  sell  Gatorade thirst quencher and has distribution centers  in  the
United  States and Canada.  More than 65 percent of Gatorade sales occur in  the
second and third quarters during the spring and summer beverage season.

<Page 2>


Latin American and Other Beverages Description

The  Company  also  manufactures and markets Gatorade thirst quencher  in  Latin
America,  Europe  and Asia.  Gatorade is sold in more than 55 countries  outside
North  America and is the leading sports drink distributor in Mexico, Argentina,
Brazil, Venezuela, Colombia, the Philippine Islands and Italy.  Gatorade is also
one  of the leading sports drink brands in Korea and Australia, where it is sold
through license arrangements.

Raw Materials

Raw materials used in manufacturing include oats, wheat, corn, rice, sweeteners,
almonds, fruit, cocoa, vegetable oil and fish, as well as a variety of packaging
materials.  These products are purchased mainly in the open market.  Supplies of
all raw materials have been adequate and continuous.

Trademarks

The Company and its subsidiaries own a number of trademarks and are not aware of
any  circumstances that could materially adversely affect the continued  use  of
these trademarks.  Among the most important of the domestic trademarks owned  by
the Company are: Quaker, Cap'n Crunch, Life, Quaker Toasted Oatmeal, Quaker 100%
Natural  and  Quaker  Oatmeal Squares for breakfast cereals; Gatorade,  Gatorade
Frost and  Gatorade Fierce   for  thirst-quenching beverages; Quaker  and Quaker
Chewy for grain-based snacks; Rice-A-Roni and Near East for value-added rice and
grain  products; Pasta Roni for value-added pasta; Golden Grain and Mission  for
pasta; and Quaker and Aunt Jemima for mixes, syrups and corn goods.  Many of the
grocery  product  trademarks  owned by the Company  in  the  United  States  are
registered in foreign countries in which the Company does substantial  business.
Internationally,  key  trademarks owned include:  Quaker, Quaker  Oatso  Simple,
Cruesli,  Honey Monster, Sugar Puffs and Scott's for breakfast cereals; Coqueiro
for  fish; Toddy and ToddYnho for chocolate beverages; and Gatorade for  thirst-
quenching beverages.

Other

The  information  set  forth  under the captions  "Management's  Discussion  and
Analysis,"  "Six-Year Selected Financial Data," "Eleven-Year Selected  Financial
Data,"   "Lease   and  Other  Commitments,"  "Supplementary   Income   Statement
Information" and  "Quarterly Financial Data,"   found  on  pages  25-33,  44-45,
46-49, 62,  62  and  65,  respectively,  of  the  Company's  Annual  Report,  is
incorporated herein by reference.

(d)  Financial Information About Foreign and Domestic Operations and Export
Sales

The  information  set forth under the captions "Operating Segment  Information,"
"Operating Segment Data," "Enterprise Information" and "Geographic Information,"
found on pages 40-43 of the Company's Annual Report, is incorporated herein  by
reference.

ITEM 2. PROPERTIES.

As  of  December 31, 1999, the Company operated 39 manufacturing  plants  in  11
states  and  13 foreign countries and owned or leased distribution  centers  and
sales offices in 16 states and 16 foreign countries.

<TABLE>
<CAPTION>
                   Owned and Leased           Owned and Leased            Owned and Leased
                Manufacturing Locations     Distribution Centers            Sales Offices
Operating      U.S. and     Latin         U.S. and      Latin        U.S. and     Latin
Segment        Canadian  American  Other  Canadian   American Other  Canadian  American  Other
<S>                  <C>       <C>   <C>      <C>       <C>   <C>       <C>       <C>    <C>
Foods                10         8     6        1         3     2         7         2      4
Beverages             8         3     3       --         1     3         4        --      5
Shared               --         1    --        8        16    --         7        14     --
Total                18        12     9        9        20     5        18        16      9
</TABLE>



The  Company owns a research and development laboratory in Barrington, Illinois,
and  leases  corporate  office space in downtown Chicago, Illinois.   Management
believes manufacturing,  distribution  and  office  space owned  and leased  are
suitable  and  adequate for the business.  Production capacity is  appropriately
utilized.

<Page 3>


ITEM 3. LEGAL PROCEEDINGS.

On  November 10, 1994, two purported class actions were commenced in the  United
States  District  Court for the District of New Jersey (the District  Court)  on
behalf   of  all  purchasers  of  the  common   stock  of   the  Company  during
the period between September 1, 1994 and November 2, 1994 (the  Weiner  Action).
On  January  20,  1995,   plaintiffs   filed   an   amended  consolidated  class
action complaint, and  on  May  2, 1995,  plaintiffs  filed  a  second   amended
consolidated class action complaint.  As  amended,  the  Weiner Action  purports
to  be brought  on behalf  of  all purchasers  of  the  Company's  common  stock
during the period  between  August  4, 1994  and  November  1,  1994.  Named  as
defendants  are  the Company  and  William  D.  Smithburg.    Plaintiffs allege,
among other things,  that  defendants  violated  Sections  10(b)  and  20(a)  of
the  Securities Exchange Act of 1934 in connection with the Company's disclosure
concerning its earnings growth goals and indebtedness guideline.  Damages in  an
unspecified  amount are sought.  On May 23, 1996, the District  Court  dismissed
this  action.  On November 6, 1997, the United States Court of Appeals  for  the
Third  Circuit  issued  a  decision in which it affirmed  the  District  Court's
dismissal of plaintiffs' claims relating to Quaker's earnings growth goals,  and
reversed  the  District  Court's  dismissal of plaintiffs'  claims  relating  to
Quaker's  indebtedness guideline.  The Court of Appeals remanded the  action  to
the District Court for further proceedings in connection with plaintiffs' claims
concerning Quaker's indebtedness guideline.

On May 1, 1998, the case was transferred to the United States District Court for
the  Northern District of Illinois.   On September 29, 1999, a class  consisting
of  all  individuals who purchased Quaker common stock during the period between
August 4, 1994 and November 1, 1994 was certified.   Factual  discovery  in  the
case has been completed.  On February 4, 2000, Quaker filed a motion for summary
judgment, which is now pending.  No trial date has been set.

The  Company  believes  it  has strong defenses to the action  described  above.
Although  the  ultimate  outcome  of  the  action  described  above  cannot   be
ascertained  at  this  time  and  the results of  legal  proceedings  cannot  be
predicted  with  certainty, it is the opinion of the management of  the  Company
that  the  resolution of this action will not have a material adverse effect  on
the financial condition or the results of operations of the Company as set forth
in  the  Consolidated  Financial Statements contained in  the  Company's  Annual
Report.

The  Company is also a party to a number of other lawsuits and claims, which  it
is  vigorously  defending.   Such matters arise out  of  the  normal  course  of
business.   Certain of these actions seek damages in large amounts.   While  the
results  of  litigation cannot be predicted with certainty, management  believes
that  the  final  outcome of such litigation will not have  a  material  adverse
effect   on  the  Company's  consolidated  financial  position  or  results   of
operations.   Changes in assumptions, as well as actual experience, could  cause
the estimates made by management to change.


ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

None.


EXECUTIVE OFFICERS OF THE REGISTRANT.

The information set forth under the caption "Officers," found on pages 70-71  of
the Company's Annual Report, lists the executive officers of the registrant   as
of March 8, 2000, and is incorporated herein by reference.

                                     Part II

ITEM  5.  MARKET  FOR  THE  REGISTRANT'S COMMON EQUITY AND  RELATED  STOCKHOLDER
MATTERS.

The information set forth under the captions "Six-Year Selected Financial Data,"
"Eleven-Year Selected Financial Data," "Quarterly Financial Data" and "Corporate
and Shareholder Information," found on pages 45, 48-49, 65 and 73, respectively,
of the Company's Annual Report, is incorporated herein by reference.

ITEM 6. SELECTED FINANCIAL DATA.

The information set forth under the captions "Six-Year Selected Financial Data"
and  "Eleven-Year  Selected Financial Data," found on  pages  44-45  and  46-49,
respectively,  of  the  Company's  Annual  Report,  is  incorporated  herein  by
reference.

<Page 4>


ITEM  7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.

The  information  set  forth  under  the caption  "Management's  Discussion  and
Analysis,"  found on pages 25-33 of the Company's Annual Report, is incorporated
herein by reference.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

The  information set forth under the caption "Derivative Financial and Commodity
Instruments,"  found on page 32 of the Company's Annual Report, is  incorporated
herein by reference.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

The  following  audited consolidated financial statements  of  The  Quaker  Oats
Company  and  its  subsidiaries,  and  the  report  of  the  independent  public
accountants  thereon,  found  on the indicated pages  in  the  Company's  Annual
Report, are incorporated herein by reference.

  1.) Consolidated  Statements  of Income for the years ended December 31, 1999,
      1998 and 1997 (page 34).
  2.) Consolidated  Statements  of  Cash  Flows for the years ended December 31,
      1999, 1998 and 1997 (page 35).
  3.) Consolidated   Balance   Sheets   as  of  December  31,   1999  and   1998
      (pages 36-37).
  4.) Consolidated  Statements of Common Shareholders' Equity as of December 31,
      1999, 1998 and 1997 (pages 38-39).
  5.) Notes  to  the  Consolidated  Financial  Statements  for  the  years ended
      December 31, 1999, 1998 and 1997 (pages 50-65).
  6.) Report of Independent Public Accountants (page 72).


ITEM  9.  CHANGES  IN  AND  DISAGREEMENTS WITH  ACCOUNTANTS  ON  ACCOUNTING  AND
FINANCIAL DISCLOSURE.

None.

                                    PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

Directors
The  information set forth under the caption "Election of Directors,"  found  on
pages 5-7 of the Company's Proxy Statement, is incorporated herein by reference.

Executive Officers
Information  regarding  the  Company's   executive  officers is incorporated  by
reference under the caption "Executive Officers of the Registrant" in Part I  of
this Form 10-K.

The  information  set forth under the caption "Compliance with  Section  16(a),"
found  on  page 12 of the Company's Proxy Statement, is incorporated  herein  by
reference.


ITEM 11. EXECUTIVE COMPENSATION.

The   information   set   forth  under  the  captions  "Nonemployee   Directors'
Compensation  and  Benefits," "Executive Compensation," "Compensation  Committee
Report"  and    "Performance Graph," found on pages 9-10, 13-18, 19-21  and  21,
respectively,  of  the  Company's  Proxy  Statement, is  incorporated  herein by
reference.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

The information set forth under the caption "Ownership of Company's Securities,"
found  on pages 11-12 of the Company's  Proxy Statement, is incorporated  herein
by reference.


ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

None.

<Page 5>


                                     PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.

(a)(1) Financial Statements.

The audited consolidated financial statements of The Quaker Oats Company and its
subsidiaries and the Report of Independent  Public   Accountants   thereon   are
incorporated by reference under Item 8 of this Form 10-K.

(a)(2) Financial Statement Schedules.
 &(d)

All   required  financial  statement  schedules  are  included  in  the  audited
consolidated financial statements or notes thereto as incorporated by  reference
under Item  8 of this Form 10-K.

(a)(3) Exhibits.
&(c)

The  exhibits  required  to be filed are listed on the  Exhibit  Index  attached
hereto, which is incorporated herein by reference.

(b)      Reports on Form 8-K.

No  reports on Form 8-K were filed in the last quarter of the period covered  by
this report.

<Page 6>


<TABLE>
<CAPTION>

                                  EXHIBIT INDEX
                                                                              ELECTRONIC (E)
                                                                                   OR
EXHIBIT                                                                       INCORPORATED
  NO.                      DESCRIPTION                                     BY REFERENCE (IBRF)
<S>        <C>                                                                   <C>
3(a)       Restated Certificate of Incorporation (incorporated
           by reference to the Company's Form 10-K for the fiscal
           year ended December 31, 1996, file number 1-12)                        IBRF
3(b)       Bylaws of The Quaker Oats Company, as amended effective
           September 9, 1998 (incorporated by reference to the
           Company's Form  10-K for the fiscal year ended December 31,
           1998, file number 1-12)                                                IBRF
4(a)       Shareholder Rights Plan effective May 8, 1996 (incorporated
           by reference to the Company's Form 8-K filed on May 20, 1996,
           file number 1-12)                                                      IBRF
4(b)       Registrant undertakes to furnish to the Commission, upon
           request, a copy of any instrument defining the rights of
           holders of long-term debt of the registrant and all of its
           subsidiaries for which consolidated or unconsolidated
           financial statements are required to be filed.                         IBRF
10(a)(1)*  The Quaker  Long  Term Incentive Plan of 1990 (incorporated
           by reference to  the  Company's Form 10-Q for the fiscal
           quarter ended September  30, 1996, file number 1-12)                   IBRF
10(a)(2)*  First Amendment to  The Quaker Long Term Incentive Plan of
           1990, as amended and restated effective as of September 1,
           1996 (incorporated by reference  to  the  Company's Form 10-Q
           for  the  fiscal quarter ended September 30, 1999, file number
           1-12)                                                                  IBRF
10(a)(3)*  The Quaker  Long  Term Incentive Plan of 1999 (incorporated by
           reference to the Company's  Form 10-K for the fiscal year ended
           December 31, 1997, file number 1-12)                                   IBRF
10(b)*     Deferred Compensation Plan for Executives of The Quaker Oats
           Company, as amended and restated effective as of December 1, 1999       E
10(c)*     Management Incentive Bonus Plan of The Quaker Oats Company, as
           amended and restated effective as of May 13, 1998 (incorporated
           by reference to the Company's  Form  10-Q for the fiscal quarter
           ended September  30, 1999, file number 1-12)                           IBRF
10(d)*     Executive Incentive Bonus Plan of The Quaker Oats Company
           (incorporated by reference to the Company's Form 10-K for the
           fiscal year ended December 31, 1998, file number 1-12)                 IBRF
10(e)(1)*  Deferred  Compensation Plan for Directors of The Quaker Oats
           Company, as restated effective November 1, 1996 (incorporated by
           reference to the Company's Form 10-K for the fiscal year ended
           December 31, 1996, file number 1-12)                                   IBRF
10(e)(2)*  First Amendment to  the Deferred Compensation Plan for Directors
           of The Quaker Oats Company effective May 13, 1998 (incorporated by
           reference to the Company's Form 10-K for the fiscal year ended
           December 31, 1998, file number 1-12)                                   IBRF
10(e)(3)*  Second Amendment to the Deferred Compensation Plan for Directors of
           The Quaker Oats Company effective January 1, 1999 (incorporated by
           reference to the Company's Form 10-K for the fiscal year ended
           December 31, 1998, file number 1-12)                                   IBRF
10(f)(1)*  Directors' Stock Compensation Plan, as restated effective November 1,
           1996 (incorporated by reference to the Company's Form 10-K for
           the fiscal year ended December 31, 1996, file number 1-12)             IBRF
10(f)(2)*  First Amendment to  the Directors' Stock Compensation Plan
           effective May 13, 1998 (incorporated by reference to the Company's
           Form 10-K for the fiscal year ended December 31, 1998, file number
           1-12)                                                                  IBRF
10(f)(3)*  Second Amendment to the Directors' Stock Compensation Plan effective
           January 1, 1999 (incorporated by reference to the Company's
           Form 10-K for the fiscal year ended December 31, 1998, file
           number 1-12)                                                           IBRF

<Page 7>


                                  EXHIBIT INDEX CONTINUED


                                                                              ELECTRONIC (E)
                                                                                   OR
EXHIBIT                                                                       INCORPORATED
  NO.                        DESCRIPTION                                   BY REFERENCE (IBRF)

10(g)*     The Quaker Oats Stock Option Plan for Outside Directors effective
           January 1, 1999 (incorporated by reference to the Company's
           Form 10-K for the fiscal year ended December 31, 1998, file number
           1-12)                                                                  IBRF
10(h)(1)*  Employment Agreement with Robert S. Morrison effective as of
           October 22, 1997 (incorporated by reference to the Company's
           Form 10-K for the fiscal year ended December 31, 1997, file number
           1-12)                                                                  IBRF
10(h)(2)*  Employment  Agreement with Terence D. Martin, first effective for
           the fiscal quarter ended December 31, 1998 (incorporated by
           reference to the Company's Form 10-K for the fiscal year ended
           December 31, 1998, file number 1-12)                                   IBRF
10(h)(3)*  Termination Benefits Agreements with certain Executive Officers,
           first effective  for the fiscal quarter ended September 30, 1998
           (incorporated by reference to the Company's Form 10-Q for the fiscal
           quarter ended September 30, 1998, file number 1-12)                    IBRF
10(h)(4)*  Termination Benefits Agreements with Robert S. Morrison and Terence
           D. Martin, first  effective  for  the  fiscal quarter ended  December
           31, 1998  and thereafter (incorporated by reference to the Company's
           Form 10-K for the fiscal year ended December 31, 1998,
           file number 1-12)                                                      IBRF
10(i)(1)*  The Quaker Supplemental Executive Retirement Program, as restated
           effective November 1, 1996 (incorporated by reference to the
           Company's Form 10-K for the fiscal year ended December 31, 1996, file
           number 1-12)                                                           IBRF
10(i)(2)*  First Amendment to  The Quaker Supplemental Executive Retirement
           Program, as  amended and restated effective as of November 1, 1996
           (incorporated by reference to the Company's Form 10-Q for the fiscal
           quarter ended September 30, 1999, file number 1-12)                    IBRF
10(j)(1)*  The Quaker Oats Company Benefits Protection Trust (incorporated
           by reference to the Company's Form 10-K for the fiscal year ended
           June 30, 1989, file number 1-12)                                       IBRF
10(j)(2)*  First Amendment to  The Quaker Oats Company Benefits Protection
           Trust (incorporated by reference to the Company's Form 10-K for
           the fiscal year ended June 30, 1992, file number 1-12)                 IBRF
10(j)(3)*  Second Amendment to The Quaker Oats Company Benefits Protection
           Trust (incorporated by reference to the Company's Form 10-K for the
           fiscal year ended June 30, 1992, file number 1-12)                     IBRF
10(k)(1)*  Quaker Salaried Employees Compensation and Benefits Protection Plan,
           as restated effective November 1, 1996 (incorporated by reference to
           the Company's Form 10-K for the fiscal year ended December 31, 1996,
           file number 1-12)                                                      IBRF
10(k)(2)*  First Amendment to the Quaker Salaried Employees Compensation and
           Benefits Protection  Plan, as amended and restated effective as of
           November  1, 1996 (incorporated  by reference to the Company's Form
           10-Q  for  the  fiscal quarter ended September 30, 1999, file
           number 1-12)                                                           IBRF
10(l)(1)*  The Quaker Eligible Earnings Adjustment Plan, as restated effective
           November 1, 1996 (incorporated by reference to the Company's Form
           10-K for the fiscal year ended December 31, 1996, file number 1-12)    IBRF
10(l)(2)*  First Amendment to  the Quaker Eligible Earnings Adjustment Plan, as
           amended and restated effective as of November 1, 1996 (incorporated
           by reference to the Company's Form 10-Q for the fiscal quarter ended
           September 30, 1999, file number 1-12)                                  IBRF

<Page 8>


                                  EXHIBIT INDEX CONTINUED


                                                                              ELECTRONIC (E)
                                                                                   OR
EXHIBIT                                                                       INCORPORATED
  NO.                               DESCRIPTION                           BY REFERENCE (IBRF)

10(m)(1)*  Quaker Officers Severance Program, as amended and restated
           effective July 9, 1997 (incorporated by reference to the
           Company's Form 10-K for the fiscal year ended December 31,
           1997, file number 1-12)                                                IBRF
10(m)(2)*  First Amendment to  the Quaker Officers Severance Program, as
           amended and restated effective July 9, 1997 (incorporated
           by reference to the Company's Form 10-K for the fiscal year
           ended December 31, 1997, file number 1-12)                             IBRF
10(m)(3)*  Second Amendment to the Quaker Officers Severance Program, as
           amended and restated effective as of July 9, 1997 (incorporated
           by reference to the Company's Form 10-Q for the fiscal quarter
           ended September 30, 1999, file Number 1-12)                            IBRF
10(n)(1)*  The Quaker 415  Excess Benefit Plan, as amended and restated
           effective November 1, 1996 (incorporated by reference to the
           Company's Form 10-K for the fiscal year ended December 31, 1996,
           file number 1-12)                                                      IBRF
10(n)(2)*  First Amendment to The Quaker 415 Excess Benefit Plan, as amended
           and restated effective  as  of  November 1, 1996 (incorporated by
           reference to the Company's Form 10-Q  for the fiscal quarter ended
           September 30, 1999, file number 1-12)                                  IBRF
12         Statements re: Computation of Ratios                                    E
13         Annual Report to Shareholders of The Quaker Oats Company for the
           fiscal year ended December 31, 1999                                     E
21         List of Subsidiaries of the Registrant                                  E
23         Consent of Auditors                                                     E
27         Financial Data Schedules                                                E

* Denotes a management contract or compensatory plan or arrangement required to
  be filed as an exhibit to this Form 10-K.
</TABLE>



<Page 9>


                                  SIGNATURES

      Pursuant  to  the requirements of Sections 13 or 15(d) of  the  Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.


THE QUAKER OATS COMPANY

By /s/ROBERT S. MORRISON                                Date:  March 8, 2000
      Robert S. Morrison, Chairman, President and
      Chief Executive Officer


      Pursuant  to the requirements of the  Securities Exchange  Act  of 1934,
this report has been signed below on the  8th day  of   March   2000,  by  the
following persons on behalf of the Registrant and in the capacities indicated.


               Signature                          Title

     /s/ROBERT S. MORRISON    Chairman, President and Chief Executive Officer
        Robert S. Morrison

     /s/TERENCE D. MARTIN     Senior Vice President and Chief
        Terence D. Martin     Financial Officer

     /s/WILLIAM G. BARKER     Vice  President  and Corporate Controller
        William G. Barker

     /s/FRANK C. CARLUCCI     Director
        Frank C. Carlucci

     /s/ARMANDO M. CODINA     Director
        Armando M. Codina

     /s/W. JAMES FARRELL      Director
        W. James Farrell

     /s/JUDY C. LEWENT        Director
        Judy C. Lewent

     /s/J. MICHAEL LOSH       Director
        J. Michael Losh

     /s/VERNON R. LOUCKS, JR. Director
        Vernon R. Loucks, Jr.

     /s/WALTER J. SALMON      Director
        Walter J. Salmon

     /s/WILLIAM L. WEISS      Director
        William L. Weiss

<Page 10>