Exhibit 10(f)(2)
                             Employment Agreement

          This  Employment Agreement ("Agreement") is made and entered into  by
     and  between  Robert S. Morrison ("Morrison") and The Quaker Oats  Company
     ("Quaker"),  collectively "the parties." As soon as it is signed  by  both
     parties, it shall become effective retroactive to October 22, 1997 (the  "
     Effective Date" ).

l.   Position:  During the term of this Agreement, Morrison shall  be  employed
by  Quaker  as its Chairman, President and Chief Executive Officer;  shall
be  elected  a director of the Company; and shall be elected  Chairman  of
Ouaker's Board of Directors (the "Board").

2.   Term:

     (a)  Quaker's  Commitment to Morrison: The initial term shall commence  on
          the  Effective Date and continue until December 31, 2000.   Beginning
          on January 1, 1999, the Agreement shall automatically renew every day
          for  a  two year period, so that while this feature is in effect  the
          remaining  term shall always be exactly two years (e.g., on  July  1,
          1999,  the  term would run from July l, 1999 through June 30,  2001);
          provided, no renewals shall occur after any of the following: (i)  at
          any  time, Quaker provides written notice to Morrison of its decision
          to  cancel  the automatic renewal feature; (ii) at any  time,  Quaker
          terminates  Morrison's  active employment;  or  (iii)  at  any  time,
          Morrison terminates his active employment.

     (b)  Morrison's Commitment to Quaker: Morrison commits to work exclusively
          for  Quaker  during the initial term (i.e., from the  Effective  Date
          through  December  31,  2000).  In addition, if  he  (i)  voluntarily
          terminates  his  employment Without Good Reason before  December  31,
          2000,  and (ii) without the written consent of the Board is  employed
          by  any  other  company  (other than one which  is  wholly  owned  by
          Morrison and/or members of his immediate family and which has  annual
          gross  sales revenue of less than $1,000,000.00) during the  one-year
          period  following his last day of active service for Quaker, then  he
          must  promptly  repay and/or return to Quaker all of  the  make-whole
          compensation  provided to him under section 8  (which  includes  cash
          payments,  restricted stock units, and stock options, whether  vested
          or unvested, exercised or unexercised).  The intent of this repayment
          provision  is to avoid a situation where Quaker loses the substantial
          make-whole  compensation without receiving the benefit of  Morrison's
          services  for more than a short time, without imposing a hardship  on
          Morrison  in  the  event that, due to a personal tragedy  or  similar
          circumstances,  he  ceases to work for any company  for  an  extended
          period of time (other than one of the size and type described above).

3.   Annual  Salary:  From  the  Effective  Date  through  December  31,  1998,
     Morrison's annual salary shall be nine hundred and fifty thousand  dollars
     ($950,000.00),   paid  in  accordance  with  Quaker's   standard   payroll
     practices.   After  December  31,  1998,  it  may  be  increased  in   the
     discretion of the Board, but cannot be reduced.

4.   Bonuses:

     (a)  Commencing  with  the bonus period that ends on  December  31,  1998,
          Morrison  shall  be  eligible to receive an annual performance  bonus
          based  on  the terms and provisions of Quaker's Management  Incentive
          Bonus  Plan (the "MIB Plan").  His target bonus shall be  equal  to
          100%  of  his  salary, and the maximum bonus shall  be  200%  of  his
          salary.

     (b)  For  the  bonus  period  that  ends on  December  31,  1998,  if  the
          applicable  MIB  Plan  formula produces a  bonus  of  less  than  one
          million dollars ($1,000,000.00), then Morrison shall receive a  bonus
          of  $1,000,000.00;  provided,  this  adjustment  will  not  apply  if
          Morrison  terminates  his  employment  Without  Good  Reason  or   is
          terminated for Cause on or before December 31, 1998.

     (c)  The  Board  shall  have  discretion to award  additional  bonuses  to
          Morrison, as it may deem appropriate.

5.   Group/Executive  Benefits:  Except  as  otherwise  specifically  provided
herein,  Morrison and his family shall participate, on terms no less  favorable
than  were  provided  to the immediately preceding Chief Executive  Officer  of
Quaker,  in  any  group  and/or executive life, hospitalization  or  disability
insurance  plan,  health  program, pension, profit sharing,  ESOP,  401(k)  and
similar  benefit plans (qualified, non-qualified and supplemental) that  Quaker
sponsors  for its officers or employees, and in other fringe benefits including
any automobile allowance or arrangement, club memberships and dues, and similar
programs  (collectively referred to as the "Benefits").  All waiting  periods
for  such plans shall be waived, except with respect to the pension plan  where
waiver of the one year waiting period is not permitted.  It is understood  that
participating on the "same terms" as the immediately preceding Chief  Executive
Officer means the same rules and/or policies apply, recognizing that the result
upon applying them can be affected by differing credited years of service.

6.   Supplemental Retirement Benefits:

     (a)  Subject to the proration provisions described in subsection (d)
          below, upon termination of his employment with Quaker, Morrison  will
          receive  a supplemental retirement benefit pursuant to this Agreement
          which,  in combination with any and all retirement benefits to  which
          Morrison is entitled or received under any qualified or non-qualified
          defined  benefit  plans  of Quaker and of any  of  Morrison's  former
          employers, will produce for him, upon commencement of benefits at  or
          after  age 60, aggregate retirement benefits such that the annualized
          amount, on a straight life annuity basis, is equal to the greater of:
          (i)  fifty percent (50%) of his average cash compensation (annualized
          base  salary  plus annual performance bonus) for his five consecutive
          calendar  years  of employment with Quaker that produce  the  highest
          average  cash  compensation; or (ii) nine hundred and fifty  thousand
          dollars   ($950,000.00).   In  determining  the  setoff   for   other
          retirement benefits the value of those benefits will be calculated as
          if  Morrison  had elected to receive each benefit on a straight  life
          annuity  basis, regardless of the form of payment he actually elected
          (including any lump sum payment).

     (b)  Morrison  may  elect  to take the supplemental benefit  described  in
          subsection  6(a)  in  any  form permitted  under  either  The  Quaker
          Supplemental  Executive Retirement Program (the "SERP")  or  The
          Quaker   Retirement   Plan,  subject  to  the  applicable   actuarial
          adjustment  prescribed by the plan in question for electing  such  an
          alternative form of payment instead of a straight life annuity.

     (c)  If  Morrison  commences receipt of the supplemental  retirement
          benefit  described in subsection 6(a) before reaching  age  60,  then
          that  benefit shall be subject to actuarial reduction, calculated  in
          accordance with the terms of the SERP.

     (d)  If,  before  the  fifth  anniversary  of  the  Effective  Date,
          Morrison's  employment  is  terminated by  Quaker  for  Cause  or  is
          terminated  by  Morrison Without Good Reason, then  the  supplemental
          retirement  benefit described in subsection 6(a)  shall  be  prorated
          based  on  the  number of months Morrison was actively employed  with
          Quaker, as follows: (i) multiply the formula figure determined  under
          subsection  6(a) (without subtracting any setoff for other retirement
          benefits)  by  a fraction, the numerator of which is  the  number  of
          months  Morrison was actively employed by Quaker, and the denominator
          of  which is sixty (60); and then (ii) subtract the setoff for  other
          retirement  benefits,  as described in section  6(a).   Provided,  if
          Morrison  does  not accept a position with any other  company  (other
          than  one  which  is wholly owned by Morrison and/or members  of  his
          immediate  family and which has annual gross sales  revenue  of  less
          than $1,000,000.00) during the one-year period following his last day
          of  active service with Quaker, then the proration formula  shall  be
          more  favorable  to  Morrison,  as follows:  (i)  calculate  the  net
          supplemental  retirement  benefit under  subsection  6(a),  including
          subtracting the setoff for other retirement benefits; and  then  (ii)
          multiply  that amount by a fraction, the numerator of  which  is  the
          number  of months Morrison was actively employed by Quaker,  and  the
          denominator of which is sixty (60).

     (e)  If  Morrison  dies  before the supplemental retirement  benefit
          described in subsection 6(a) becomes payable, his wife will receive a
          survivor  annuity  for the rest of her life equal in  amount  to  the
          straight life annuity which would have been payable to Morrison under
          subsection 6(a) if, on the date immediately before his death, he  had
          terminated  his employment For Good Reason, taking into  account  all
          setoffs  that would have applied to his benefit, except that  if  his
          spouse  only  receives a reduced survivor annuity  under  The  Quaker
          Retirement Plan, then that amount, rather than the full straight life
          annuity  which would have been payable to Morrison, shall  be  setoff
          with respect to The Quaker Retirement Plan.

7.   Equity Based Incentive Compensation:

     (a)  On  the Effective Date, and pursuant to the terms of The Quaker  Long
          Term Incentive Plan of 1990 (the "LTIP"), Quaker shall grant Morrison
          a  10-year  option  with respect to 550,000 shares of  Quaker  common
          stock.   One-fifth (1/5) of these options shall vest  each  year  for
          five  years,  on  the first five anniversaries of the Effective  Date
          (e.g.,  the first 110,000 options will vest on October 22, 1998,  and
          the  last  110,000  options  will vest  on  October  22,  2002).   In
          accordance with the terms of the LTIP, the exercise price  for  these
          shares will be equal to the fair market value an the Effective Date.

     (b)  In each of 1998, 1999, and 2000, Quaker shall grant Morrison  a
          10-year option with respect to 300,000 shares of Quaker common stock,
          at the time and consistent with the terms and vesting rules generally
          applicable to awards to other senior executives under the  LTIP.   In
          any  subsequent  years, annual option awards  to  Morrison  shall  be
          consistent with Quaker's then-current practices and with awards  made
          to other senior executives of Quaker.

     (c)  If  there  is  a  generally  applicable  award  of  options  or
          restricted  shares  to  senior executives of Quaker  other  than  the
          annual award of options under the LTIP, Morrison shall participate in
          such   award(s)  on  terms  consistent  with  Quaker's   then-current
          practices and with awards made to other senior executives.

     (d)  In the event of a Change in Control of Quaker, as that term (or
          any similar term) is defined in the LTIP, all of Morrison's awards of
          stock  options,  restricted shares or similar equity-based  interests
          which have not already vested shall immediately vest in full.

8.   Special Make-Whole Compensation:

     (a)  On the Effective Date, Quaker shall pay Morrison the following  cash
          amounts, which constitute a sign-on bonus, are not contingent on  the
          performance  of services for Quaker and do not represent compensation
          for services rendered:

          (i)   Seven hundred thousand dollars ($700,000.00), which is
                intended to replace the 1997 bonus Morrison would have received
                from his previous employer had he remained employed there; and

          (ii)  Two million, five hundred thousand dollars ($2,500,000.00),
                which  is  intended  to replace the 1995-97 long-term  incentive
                compensation  payment  Morrison would  have  received  from  his
                previous employer had he remained employed there.

     (b)  On  the Effective Date, Quaker shall grant Morrison restricted  stock
          units  pursuant  to a deferred compensation program under  the  LTIP,
          which  are  intended  to compensate him for the market  value  on  or
          about  the  Effective  Date  of the restricted  stock  of  Morrison's
          previous  employer which he will forfeit by terminating his  previous
          employment.   Quaker  will  grant him  stock  units  under  the  LTIP
          equivalent to one hundred and fourteen thousand (114,000) shares  of
          Quaker  common stock.  These units shall vest over a period of  three
          years,  with  one-third  (1/3) vesting on each  of  the  first  three
          anniversaries of the Effective Date.  They will be paid  out  by  the
          earlier of: (i) April 1 of the year that next follows the end of  the
          calendar year during which Morrison ceases to be employed by  Quaker;
          or  (ii)  thirteen (13) months following the earliest date  when  the
          entire  payment  would be tax deductible under all pertinent  federal
          tax  laws, including Section 162(m) of the Internal Revenue Code,  as
          determined  by  the  reasonable belief of  the  Board's  Compensation
          Committee.

     (c)  On the Effective Date, Quaker shall grant Morrison restricted
          stock units pursuant to a deferred compensation program  under the
          LTIP, which are intended to compensate him for the unvested intrinsic
          value  on  or  about  the Effective Date of his unvested  options  on
          shares  of  his  previous  employer,  which  will  not  vest  due  to
          termination of his previous employment.  Quaker will grant him  stock
          units  under the LTIP equivalent to five thousand (5,000)  shares  of
          Quaker  common  stock.  These units shall fully  vest  on  the  first
          anniversary  of  the Effective Date.  They will be paid  out  by  the
          earlier of: (i) April 1 of the year that next follows the end of  the
          calendar year during which Morrison ceases to be employed by  Quaker;
          or  (ii)  thirteen (13) months following the earliest date  when  the
          entire  payment  would be tax deductible under all pertinent  federal
          tax  laws, including Section 162(m) of the Internal Revenue Code,  as
          determined  by  the  reasonable belief of  the  Board's  Compensation
          Committee.

     (d)  On the Effective Date, Quaker shall grant Morrison a 10-year
          stock  option intended to compensate him for the estimated value,  on
          or  about the Effective Date, of the future option privilege  of  his
          vested  options on shares of his previous employer, which  he  likely
          will  not  be  able to retain for their normal full  duration.   This
          grant  will be for four hundred and fifty thousand (450,000) options,
          will  be  fully  vested as of the Effective Date, and  will  have  an
          exercise  price equal to the fair market value of the shares  on  the
          Effective Date.

     (e)  Because the payments and shares described in subsections 8(a) - 8(d)
          above  are  intended to make Morrison whole for  losses  he  is
          expected  to  incur  by reason of leaving his present  job,  Morrison
          agrees  that if any or all of the expected forfeitures do not  occur,
          he  will  promptly  repay  and/or return  to  Quaker  the  applicable
          consideration for the item(s) or portion of an item in question  that
          he did not lose.

9.   Events Triggering Severance Benefits: Upon the termination of Morrison's
employment for any of the reasons described in subsections (a) - (c) below,  he
will be entitled to receive the severance benefits described in section 10:

     (a)  Quaker terminates Morrison's employment without Cause.

     (b)  Morrison  terminates  his employment with  Quaker  "For Good
          Reason," which means he terminates it within six months of any  event
          that constitutes Good Reason, as defined in subsection (d) below (the
          phrase "Without Good Reason" means any termination by Morrison  other
          than within six months of an event constituting Good Reason).

     (c)  Morrison resigns during the thirteenth (13th) month following a
          Change  in Control of Quaker, as that term (or any similar  term) is
          defined under his Executive Separation Agreement ("ESA").

     (d)  Definitions:

          (i)   "Cause"  will exist if it is established by clear and convincing
                evidence that Morrison engaged in gross misconduct by committing
                a significant  violation of Quaker's Code Of  Ethics,  provided
                that,  if appropriate  under  the  circumstances  (taking  into
                account  the  nature  of  the offense), Quaker  has  called  the
                alleged  misconduct  to  Morrison' s  attention  and  allowed  a
                reasonable opportunity to cure it.  A determination of Cause  or
                gross  misconduct must be made by a two-thirds vote of the  full
                Board  (excluding Morrison), and must be communicated in writing
                to  Morrison by a Notice of Termination, which shall  include  a
                certification  or a copy of the resolution duly adopted  by  the
                Board by the required two-third vote.

          (ii)  "Good Reason" for Morrison to resign shall exist if any of
                the  following  events  occur without his  consent:  (A)  Quaker
                intentionally  fails  to  pay or provide required  compensation,
                after the omission has been called to Quaker's attention and it
                has  been  given a reasonable opportunity to cure the situation;
                or (B) Quaker significantly reduces Morrison's titles, position,
                duties and/or authority; or (C) Quaker notifies Morrison that it
                has  decided  to  terminate the automatic daily renewal  feature
                described  in  section 2; or (D) Quaker materially breaches  the
                terms of this Agreement, provided Morrison has called the breach
                to  Quaker's  attention and allowed a reasonable opportunity  to
                cure it.

          (iii) "Notice of Termination" shall mean a written notice  which
                (A)  indicates  the  type of termination  under  this  Agreement
                (e.g.,  for  Cause) and cites the applicable provision  of  this
                Agreement,  (B)  briefly describes the facts  and  circumstances
                claimed  to  provide a basis for the stated type of termination,
                if  applicable,  and (C) specifies the date of termination  from
                active service.

     (e)  Termination  because of Morrison's death or disability to  work  will
          not  require payment of the severance benefits described  in  section
          10, nor will termination for Cause or termination by Morrison Without
          Good Reason.

          (i)  For  purposes of this Agreement, Morrison will be deemed  to  be
               disabled from performing his duties upon the earlier of: (A) the
               end  of  a  six consecutive month period during which,  for  any
               reason, he has been unable to substantially perform each of  his
               usual  and  customary  duties as Chairman, President  and  Chief
               Executive  Officer;  or (B) the date when  it  becomes  apparent
               that, for any reason, he will be unable to substantially perform
               each  of  his usual and customary duties as Chairman,  President
               and  Chief  Executive  Officer for a  period  of  at  least  six
               consecutive  months,  provided, in the case  of  a  physical  or
               mental  injury or disease, his disability must be determined  in
               writing  by  a  reputable  physician or  psychologist,  selected
               jointly   by   the   Board  and  Morrison   (or   his   personal
               representative).  If any question arises as to whether  Morrison
               is  physically or mentally disabled, upon written request by the
               Board, Morrison shall promptly submit to a reasonable medical or
               psychological  examination for the purpose  of  determining  the
               existence,  nature and extent of such disability.  Quaker  shall
               promptly give Morrison written notice of any determination  that
               Morrison  is  disabled from working and of any decision  by  the
               Board  to  terminate his employment by reason thereof.   In  the
               event  of disability, until the date of termination from  active
               service,  the  base salary payable to Morrison under  section  3
               hereof  shall  be  reduced dollar-for-dollar by  the  amount  of
               disability  benefits  paid to Morrison in  accordance  with  any
               disability plan, policy or program of Quaker.

     (f)  Within thirty (30) days following Morrison's termination  from
          active  service,  regardless of the reason  for  termination,  Quaker
          shall  pay  him an amount equal to five (5) days of pay at  his  then
          current salary rate.

10.  Severance  Benefits: If Morrison qualifies for severance  benefits  under
section 9, then the following terms and conditions shall apply:

     (a)  Quaker shall pay Morrison all Accrued Obligations in a lump sum
          in  cash  within thirty (30) days following his last  day  of  active
          service;   provided,  however,  that  any  portion  of  the   Accrued
          Obligations  which  consists  of  bonus,  deferred  compensation,  or
          incentive  compensation shall be determined and  paid  in  accordance
          with  the  terms  of  the  relevant plan  or  provision.   "Accrued
          Obligations" shall mean, as of Morrison's last day of active service,
          the sum of:  (i) his base salary under section 3 through the date  of
          termination from active service, to the extent not already paid; (ii)
          the   amount   of   any   bonus,  incentive  compensation,   deferred
          compensation  and other cash compensation accrued by Morrison  as  of
          his  last day of active service, to the extent not already paid;  and
          (iii)  any  vacation  pay,  expense  reimbursements  and  other  cash
          entitlements  accrued  by  Morrison as of  his  last  day  of  active
          service,  to  the  extent not already paid.   For  purposes  of  this
          section,  amounts shall be deemed to accrue ratably over  the  period
          during which they are earned, but no discretionary compensation shall
          be  deemed earned or accrued until it is specifically approved by the
          Board in accordance with the applicable plan, program or policy.
     
     (b)  Within  thirty (30) days after Morrison's last day of active service,
          Quaker shall pay him a lump sum equal to the amount that results when
          the  fraction  described in subsection (i) below is multiplied  times
          the sum described in subsection (ii) below (i.e., full payment of the
          salary and bonus that would have been due during the remainder of the
          term of this Agreement):

          (i)  A  fraction,  the  numerator of which  is  the  number  of  days
               remaining from Morrison's last day of paid active service  until
               the  last day of the term of this Agreement, and the denominator
               of which is 365;

          (ii) The sum  of his: (A) final annual salary and (B)  then-current
               annual  performance bonus target or, if greater, his most recent
               annual bonus payment.

          However,  the payment to Morrison under this paragraph (b)  shall  be
          conditioned upon his compliance with Quaker policy (as in  effect  on
          the Effective Date or on his last day of active service, whichever is
          more   favorable  to  Morrison)  regarding  all  salaried   employees
          executing   a  waiver  and  release  prior  to  receiving   severance
          compensation.

     (c)  Within  thirty (30) days after Morrison's last day of active service,
          Quaker  shall  pay him a lump sum that represents a pro-rated  annual
          bonus  for  the year of termination.  This amount shall be calculated
          by   taking  his  target  bonus  for  the  year  of  termination  and
          multiplying it times a fraction (i) whose numerator is the number  of
          days elapsed in the current calendar year from January 1 of that year
          through  his  final day of active service, and (ii) whose denominator
          is  365 (e.g., if his last day of active service was February 5, then
          this fraction would be .10, calculated as follows: 36 days elapsed in
          year divided by 365 days).

     (d)  Following  Morrison's last day of active service and continuing
          through  the  last  day of the term of this Agreement,  Quaker  shall
          treat  him as employed on inactive service and, thus, shall  continue
          to  credit  him  with  service time and shall  provide  him  and  his
          dependents   with   all  welfare  benefits  that  are   provided   to
          participants in the Quaker Officers Severance Program (the "Program")
          during their inactive service period, as determined by the Program
          provisions in effect on the Effective Date or his final day of active
          service,  whichever produces greater benefits.  Thereafter,  Morrison
          will  be treated as a retired senior officer for purposes of benefits
          Quaker provides to such retirees.

     (e)  All  options and restricted stock (including both shares  and  units)
          that  were  granted before the date of termination but have  not  yet
          vested  shall  immediately vest upon Morrison's final day  of  active
          service.  All such options, and also ones that previously vested  but
          have  not  yet been exercised, shall remain exercisable in accordance
          with  the  LTIP's  terms for retirees (currently  5  years  following
          retirement,  or  until  expiration of  the  underlying  option  term,
          whichever is sooner).

Quaker  may at any time discharge Morrison from active service without  advance
notice,  by providing a Notice of Termination; nothing in this Agreement  shall
be  construed as requiring Quaker to allow him to continue actively  performing
the  duties of Chairman, President or CEO.  Regardless of the reason  for  such
termination or whether it constitutes a breach by Quaker, Morrison's  exclusive
remedy  shall be the severance benefits described in subsections 10(a) - 10(e);
he  shall  not  be  entitled to reinstatement, nor to  any  other  damages  for
wrongful termination; nor, after his termination from active service, shall  he
be  entitled  to  any other salary, benefits or other compensation  under  this
Agreement.   Further,  he shall not be entitled to participate  in  or  recover
under  any  other  severance plan, including without  limitation  the  Program.
Notwithstanding  anything to the contrary in the preceding sentences,  Morrison
will  receive  an ESA, which applies to Change in Control situations,  and  any
severance  benefits  under his ESA shall be in addition to  severance  benefits
under this Agreement.

11.  Obligations Of Quaker Upon Termination By Death, Disability, Discharge For
Cause,  or  Resignation  Without  Good Reason:  In  the  event  this  Agreement
terminates  due  to the death or disability of Morrison, or due to  termination
for Cause or resignation or retirement Without Good Reason, Quaker shall pay to
Morrison all Accrued Obligations in a lump sum in cash within thirty (30)  days
after  his  last day of active service; provided, however, that any portion  of
the  Accrued  Obligations  which consists of bonus, deferred  compensation,  or
incentive  compensation  shall be determined and paid in  accordance  with  the
terms  of the relevant plan or provision.  Nothing in this section shall  limit
or  otherwise  adversely affect any rights Morrison may have  under  applicable
law,  under  any  other  agreement with Quaker, or under  any  compensation  or
benefit plan or policy of Quaker.

12.  Gross-Up Payment for Golden Parachute Taxes: If it is determined that any
payment Quaker makes to or for the benefit of Morrison, under this Agreement or
otherwise,  is subject to the federal excise taxes imposed on golden  parachute
payments,  then regardless of whether Morrison has declared his ESA  effective,
Quaker will make an additional payment to him (a "gross-up" payment) calculated
in  accordance with the relevant terms of his ESA (presently Section 8  of  the
ESA), as determined by the initial terms of the ESA or by the terms of the  ESA
as  in  effect  on  the  date  of the payment in question,  whichever  is  more
favorable to Morrison.

13.  No Duty To Mitigate: With respect to the severance benefits provided under
section 10 of this Agreement, Morrison shall not have any duty to mitigate  his
income  loss after a termination by finding alternative employment,  nor  shall
amounts he earns from other employment be offset against those benefits.   This
provision  has no effect on Morrison's duty to mitigate, if any, in  connection
with claims that may arise under anything other than this Agreement.

14.  Termination By Executive: Executive shall have no personal liability  for
damages to Quaker for voluntarily terminating his employment at any time,  with
or  Without  Good Reason, so long as he gives at least thirty (30)  days  prior
written  notice;  provided,  depending  on  the  reasons  for  termination  and
subsequent events, he may be subject to the repayment requirement set forth  in
subsection 2(b).

15.  Non-Competition: If Morrison's employment with Quaker is  terminated  for
any  reason that entitles him to receive severance benefits pursuant to section
9  of this Agreement, then for a period of two years immediately following  his
last  day  of  active  service, he shall abide by the following  covenants  and
restrictions:

     (a)  Non-competition:  He  shall not Participate in the  management  of  a
          business  entity that deals in Covered Products, unless  that  entity
          is  merely a retailer or consumer of Covered Products, who  does  not
          compete against Quaker in any way.

     (b)  Raiding Employees:  He shall not directly or indirectly  solicit  or
          encourage  any Existing Quaker Employee to leave Quaker or to  accept
          any position with any other company.

     (c)  Non-disclosure:  He  shall  not  use  or  disclose  to   anyone   any
          Confidential Information regarding Quaker.

     (d)  Definitions: The following definitions shall apply to the  italicized
          terms used in subsections 15(a) - 15(c) above:

          (i)  "Covered  Products" mean any product which  falls  into  one  or
               more  of  the  following  categories,  so  long  as  Quaker   is
               producing,  marketing, distributing, selling or  licensing  such
               product  anywhere  in  the world:  sports drinks  and  beverages
               marketed   as   thirst  quenchers;  hot  cereals;   ready-to-eat
               cereals;  grain-based  snacks other  than  potato  chips;  value
               added  pasta  products;  dry  pasta products;  value-added  rice
               products;  pancake  mixes;  pancake  syrup;  and  items   Quaker
               produces for the food service market.

          (ii) "Participate"  shall  be  construed  broadly  to  include,
               without  limitation: (A) holding a position  in  which  Morrison
               directly  manages such a business entity; (B) holding a position
               in which anyone else who directly manages such a business entity
               is in Morrison's reporting chain or chain-of command, regardless
               of  the  number of reporting levels between them; (C)  providing
               input, advice, guidance, or suggestions regarding the management
               of  such  a business entity to anyone responsible therefor;  (D)
               providing  a testimonial on behalf of such an operation  or  the
               product  it  produces; or (E) doing anything  else  which  falls
               within  a  common sense definition of the term "participate"  as
               used in the present context.

          (iii)"Existing  Quaker Employee" means someone: (A) who  became
               employed  by Quaker before Morrison's active service terminates;
               and  (B) who is still employed by Quaker as of the date when the
               facilitating act or solicitation takes place; and (C) who  holds
               a  manager, director or officer level position at Quaker (or  an
               equivalent  position  based  on job duties  and/or  Hay  points,
               regardless of the employee's title).

          (iv) "Confidential Information" shall be construed as broadly as
               Illinois   law   permits  and  shall  include   all   non-public
               information  Morrison acquires by virtue of his  positions  with
               Quaker  which  might  be of any value to a competitor  or  which
               might  cause  any  economic loss (directly or  via  loss  of  an
               opportunity)  or  substantial embarrassment  to  Quaker  or  its
               customers, distributors or suppliers if disclosed.  Examples  of
               such  confidential information include, without limitation, non-
               public  information about Quaker's strategic or marketing plans;
               its   customers,  suppliers,  and  distributors;  its  potential
               acquisition targets; its business operations and structure;  its
               product lines, formulas and pricing; its processes, machines and
               inventions; its research and know-how; or its financial data.

     (e)  Remedies: In the event of a breach or threatened breach of  any
          term  of  subsections  15(a) - l5(d), Quaker  shall  be  entitled  to
          injunctive relief and/or damages.  The parties agree that  breach  of
          these  provisions would cause irreparable injury to Quaker for  which
          there would be no adequate remedy at law, due among other reasons  to
          the inherent difficulty of determining the precise causation for loss
          of  customers/consumers or measuring the exact impact of  losing  key
          employees or having Confidential Information disclosed.

     (f)  Recitals: Morrison acknowledges that by virtue of the positions
          he  will  hold,  he will acquire Confidential Information,  including
          without  limitation  knowledge of operational plans,  strategic  long
          range  plans, new product development, marketing plans, sales  plans,
          and distribution plans.  Morrison also acknowledges that by virtue of
          his  positions,  he  will learn which Existing Quaker  Employees  are
          critical  to  Quaker's  success  and will  develop  relationships  he
          otherwise would not have had with such employees.


16.  Choice Of Law And Forum:

     (a)  This Agreement shall be governed by and construed in accordance
          with  the  laws  of  Illinois,  without  regard  to  choice  of law
          principles.

     (b)  In any litigation over this Agreement, both parties consent to
          submit  to the personal jurisdiction of any court, state or  federal,
          in  the  State  of Illinois.  Such courts in Illinois  shall  be  the
          exclusive jurisdiction for any litigation over this Agreement  or  an
          alleged breach thereof.

17.  Attorney Fees And Other Expenses:

     (a)  Quaker  will  pay  all reasonable legal, accounting  and  other
          professional   fees  and  related  expenses  Morrison   incurred in
          connection with the negotiation and preparation of this Agreement.

     (b)  If  Morrison  becomes involved in litigation with his  previous
          employer regarding the termination of his previous employment and he
          prevails in that litigation, Quaker will reimburse him for reasonable
          attorney   fees  and  expenses  incurred  in  connection  with   such
          litigation,  but only to the extent that his former employer  is  not
          ordered or required to reimburse him for such expenses.

     (c)  If Morrison and Quaker become involved in litigation regarding
          the terms of his employment with Quaker or the termination  thereof,
          the party which prevails shall be entitled to reimbursement  of  all
          reasonable  litigation costs and expenses, including  attorney  fees.
          If  each  party prevails on one or more litigated issues,  the  court
          shall  exercise its equitable judgment to determine which, if either,
          should be considered the prevailing party and the percentage of  that
          party's expenses which should be reimbursed, taking into account such
          factors  as  the  significance of the issue(s) on  which  each  party
          prevailed,  the  reasonableness  of  each  party's  position(s),  and
          ability to pay.

18.  Indemnification: To the fullest extent permitted by law and Quaker's  by-
laws,  Quaker shall indemnify Morrison (including the advancement of  expenses)
for  any  judgments, fines, amounts paid in settlement and reasonable expenses,
including attorneys' fees, incurred by Morrison in connection with the  defense
of any lawsuit or other claim to which he is made a party by reason of being an
officer, director or employee of Quaker or any of its subsidiaries.

19.  Binding  Effect:  This Agreement shall be binding on  and  inure  to  the
benefit  of  the  heirs and representatives of Morrison and the successors  and
assigns  of  Quaker.   Quaker shall require any successor  (whether  direct  or
indirect,  by  purchase, merger, reorganization, consolidation, acquisition  of
property or stock, liquidation or otherwise) to all or a substantial portion of
its assets to assume and agree to perform this Agreement in the same manner and
to  the  same  extent that Quaker would be required to perform it  if  no  such
succession  had taken place; provided, Morrison shall have the same obligations
to the successor as he would have had to Quaker.  Regardless of whether such an
agreement  is  executed, this Agreement shall be binding on  any  successor  of
Quaker  in  accordance with the operation of law, and such successor  shall  be
deemed "Quaker" for all purposes under this Agreement.

20.  Notices: All notices, requests, demands and other communications hereunder
shall  be  in  writing  and  shall be deemed to have been  given  if  delivered
anywhere  by  hand  to  the  applicable party, or if  delivered  by  recognized
commercial  delivery service or if mailed within the continental United  States
by  first  class  certified  mail, return receipt requested,  postage  prepaid,
addressed as follows:

     (a)  If to the Board or Quaker, addressed to:

               The Quaker Oats Company
               321 North Clark Street
               Chicago, Illinois 60610
               Attention- General Counsel

          with a copy to:
          
               Martin Harris, Esq.
               Connelly Sheehan Moran
               150 South Wacker Drive - Suite 1600
               Chicago, Illinois 60606

     (b)  If to Morrison, addressed to:

               Robert S. Morrison
               600 East Westminster
               Lake Forest, Illinois 60045

          with a copy to:
          
               Robert J. Stucker, Esq.
               Vedder Price
               222 North LaSalle Street - Suite 2600
               Chicago, Illinois 60601

Such addresses may be changed by written notice sent to the other party at  the
last  recorded address of that party.  Failure to send a copy to the applicable
attorney  shall  not render a Notice ineffective, so long  as  it  is  actually
received by Quaker or Morrison, as applicable.

21.  Scope of Agreement:

     (a)  This  Agreement supersedes any other document or oral agreement  that
          conflicts with it regarding any of the matters set forth herein,  and
          completely  supersedes the Summary Of Principal Terms  Of  Employment
          Agreement  between the parties (which was signed on or about  October
          22,  1997).   However,  it is not intended to pre-empt  or  supersede
          other  documents, including plan documents, that provide  additional,
          non-conflicting rules or terms.  Without limitation, nothing in  this
          Agreement  shall eliminate or reduce Morrison's obligation to  comply
          with the Code Of Ethics, to the extent that certain of its provisions
          (such  as  rules  regarding  disclosure of confidential  information)
          remain applicable to employees after termination.

     (b)  No  promises  or  inducements have been made other  than  those
          reflected  herein.   This Agreement cannot be  amended  except by a
          written  agreement  signed by the parties, and  only  the  Board  has
          authority to authorize such an amendment on behalf of Quaker.

22.  Severability: Each term of this Agreement is deemed severable, in whole or
in  part,  and  if  any provision of this Agreement or its application  in  any
circumstance  is  found  to be unlawful or invalid,  the  remaining  terms  and
provisions shall remain in full force and effect.  In addition, a court may re-
write  the invalid provision(s) so as to be consistent with applicable law  and
still, to the extent possible, achieve the intended effect of this Agreement.

23.  Execution In Counterparts: This Agreement may be executed by the  parties
hereto in two (2) or more counterparts, each of which shall be deemed to be  an
original,  but  all  such  counterparts  shall  constitute  one  and  the  same
instrument, and all signatures need not appear on any one counterpart.


                                   The Quaker Oats Company
                                   
                                   
                                   
                                  /s/Douglas J. Ralston 
                                   
Date:      1/13         , 1998    By an authorized signing officer
                                   
                                   
                                   
                                  /s/Robert S. Morrison 
                                   
Date:      1/12         , 1998    Robert S. Morrison