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, 1997

                      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:
               Title of each class    Name of each exchange
                                       on which registered


     Common Stock ($5.00 Par Value)    New York Stock Exchange
                                        Chicago Stock Exchange
                                        Pacific Stock Exchange
                                      The Stock Exchange, London
                                       

     Preferred Stock Purchase Rights   New York Stock Exchange
                                        Chicago Stock Exchange 
                                        Pacific 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. [   ]

The  aggregate  market  value of Common Stock held  by  non-affiliates  of
the registrant as of the close of business on February 27, 1998 was
$7,441,883,858. The  liquidation  value of Series B ESOP Convertible
Preferred  Stock,  all  of which  is  held in The Quaker Employee Stock
Ownership Plan, at  the  close  of business  on  February 27, 1998 totaled
$131,041,956, plus  related  dividends. The  number of shares of Common
Stock, $5.00 par value, outstanding as  of  the close of business on February
27, 1998 was 138,132,415.

                  DOCUMENTS INCORPORATED BY REFERENCE.

1.  Portions of The Quaker Oats Company Annual Report to Shareholders for the
    fiscal  year ended December 31, 1997 (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) dated April 2, 1998 (Part III of Form 10-K)

                                 PART I

ITEM 1. BUSINESS.

(a)  General Development of Business

The information set forth under the caption "Acquisitions and Divestitures," 
found on page 48 of the Company's Annual Report, is incorporated herein by 
reference.

(b)  Financial Information About Industry Segments

The  information  set  forth under the captions "Operating Results,"
"Industry Segment Information," and "Industry Segment and Geographic Area
Information," found on pages 25, 35, and 36-37, respectively, of the
Company's Annual Report, is incorporated herein by reference.

(c)  Description of Business

U.S. and Canadian Foods Description
The Company is a major participant in the competitive packaged food industry
in the  United States and is a leading manufacturer of hot cereals, pancake
mixes, grain-based  snacks, cornmeal, hominy grits and value-added rice
products.   In addition,  the Company is the second-largest manufacturer of
syrups and  value-added  pasta products and is among the five largest
manufacturers of  ready-to-eat  cereals  and dry pasta products.  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 food  distributors.   The Company  utilizes  both its
own and broker sales forces  and  has  distribution centers  throughout the
country, each of which carries an inventory of most  of the  Company's food
products.  In addition, the Company markets a line of  over 400  items  to
the food service market, including Quaker hot and  ready-to-eat cereals;
Continental  coffee;  and Ardmore Farms  single  serve  frozen  fruit juices;
a  specialty  line of custom-blended dry baking  mixes,  ready-to-bake
biscuits; and Burry cookies and crackers.

International Foods Description
The  Company  is  broadly  diversified in  the  packaged  food  industry,
both geographically and by product line.  The Company manufactures and
markets  its products   in  many  countries  throughout  Europe,  Latin
America   and   the Asia/Pacific region.  It is the leading brand-name hot
cereals producer in many countries  and has other leading market 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.

Worldwide Beverage Description
The  Company is the world's leading manufacturer of sports beverages.  It
sells its sports beverages in 47 countries around the world and is the
leading sports drink  distributor  in  the  United States, Canada, Mexico,
Italy,  Argentina, Brazil, Venezuela, Colombia, Indonesia and the Philippine
Islands.  It is  also one  of  the leading sports drink brands in Korea and
Australia, where Gatorade is  sold through licensee arrangements.  In the
United States, Gatorade  thirst quencher  utilizes a combination of brokers
and the Company's own  sales  force and has distribution centers throughout
the country.

Raw Materials
Raw  materials  used in manufacturing include oats, wheat, soy products,
corn, rice,  sweeteners, orange and other juice concentrates, almonds, coffee
beans, raisins,  beef, chicken, shortening 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, Quaker Toasted
Oatmeal, Life, Quaker 100%  Natural  and Quaker Oatmeal Squares for breakfast
cereals;  Gatorade  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; Near East and Nile
Spice for meals in  a  cup;  Golden Grain and Mission for pasta; Quaker and
Aunt Jemima for mixes, syrups and  corn goods;  Ardmore  Farms  for citrus
and fruit juices; and Continental,  Maryland Club  and  Continental WB for
coffee.  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, Cruesli, Honey Monster,  Sugar  Puffs and Scott's for breakfast  
cereals; Coqueiro for fish;  Toddy  and ToddYnho  for chocolate beverages; 
Gatorade for thirst-quenching beverages; and Adria for pasta products.

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 25-30,
40-41,  42-43,  55,  56,  and  58,  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 "Industry Segment
Information," and  "Industry Segment and Geographic Area Information," found
on pages  35 and 36-37, respectively, of the Company's Annual Report, is
incorporated herein  by reference.


ITEM 2. PROPERTIES.

As of December 31, 1997, the Company operated 55 manufacturing plants in 18
states and 14 foreign countries and owned or leased distribution centers and
sales offices in 21 states and 21 foreign countries.

                    Owned and Leased      Owned and Leased  Owned and Leased
                      Mfg. Locations  Distribution Centers     Sales Offices
  Industry Segment    U.S.   Foreign        U.S.   Foreign    U.S.   Foreign
  Foods                 20        20          2          6       8        18
  Beverages              7         7         --          4      11        13
  Shared                --         1          6         12       6         8
  Total                 27        28          8         22      25        39

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,  and  productive
capacity   is appropriately utilized.


ITEM 3. LEGAL PROCEEDINGS.

On  November  1, 1995, the Company filed suit against Borden, Inc.  in
Federal District  Court in New York related to the Company's November 1994
acquisition of  a  Brazilian pasta business.  The suit was settled in August
1997 for $35.0 million.

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 Quaker Oats
Company  (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, and the case now is pending in the District
Court.

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 and  relate  to  the  Company's past acquisition  activity  and
other  issues. 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.

Not applicable.




                                 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 41, 44-45, 58  and  65,
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 40-41 and
42-45, respectively, of the Company's Annual Report, is incorporated herein
by reference.


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 25-30 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  pages  29-30  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, 1997,
       1996 and 1995 (page 31).
  2.)  Consolidated Balance Sheets as of December 31, 1997 and 1996 (pages 32-
       33).
  3.)  Consolidated Statements of Cash Flows for the years ended  December  31,
       1997, 1996 and 1995 (page 34).
  4.)  Consolidated Statements of Common Shareholders' Equity as of December 31,
       1997, 1996 and 1995 (pages 38-39).
  5.)  Notes  to  the  Consolidated Financial Statements for  the  years  ended
       December 31, 1997, 1996 and 1995 (pages 46-58).
  6.)  Report of Independent Public Accountants (page 64).


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
The information set forth under the caption "Officers," found on pages 62-63
of the  Company's Annual Report, lists the executive officers of the registrant
as of March 11, 1998, and is incorporated herein by reference.

On  March  12,  1998,  the Company announced organizational  changes including
changes in executive officers.  The following is a list of Executive Officers, 
as defined by the Securities and Exchange Commission, of the Company  as  of
March 12, 1998:

 Senior Officers
  Robert S. Morrison    Age 55  Chairman, President and CEO
  John A. Boynton       Age 44  Senior Vice President
  Terrence B. Mohr      Age 54  Senior Vice President-Customer Organization
  John G. Jartz         Age 44  Senior Vice President-General Counsel, 
                                  Business Development and Corporate Secretary
  Douglas J. Ralston    Age 52  Senior Vice President-Human Resources
  Robert  S. Thomason   Age 53  Senior Vice President-Finance and 
                                  Chief Financial Officer
  Russell A. Young      Age 49  Senior Vice President-Supply Chain

 Corporate Staff Officers
  Janet K. Cooper       Age 44  Vice President-Treasurer and Tax
  Margaret M. Eichman   Age 39  Vice President-Investor Relations and 
                                  Corporate Affairs
  Thomas L. Gettings    Age 41  Vice President and Corporate Controller

 Other Officers
  Cassian K. Cheung     Age 43  Vice President and President-Quaker Asia
  Harry M. Dent, III    Age 40  Vice President and President-Ready-to-
                                  Eat Cereals
  Polly B. Kawalek      Age 43  Vice President and President-Hot Breakfast
  Charles I. Maniscalco Age 44  Vice President and President-Snacks
  Mark A. Shapiro       Age 42  Vice President and President-Golden Grain
  Susan D. Wellington   Age 39  Vice President and President-U.S. Beverages
  Bernardo Wolfson      Age 44  Vice President and President-Quaker Latin 
                                  America

All  of the above Executive Officers, except for Robert S. Morrison and Cassian
K. Cheung,  have  been  employed by The Quaker Oats Company  in  an  executive
capacity  for  five years or more.  Robert S. Morrison joined  the  Company
in October 1997, and was formerly the Chairman and CEO of Kraft Foods, Inc.,
a division of Philip Morris Companies, Inc., (1994-1997) and President of 
General Foods  U.S.A. of Philip Morris Companies, Inc., (1991-1994).  Cassian K.
Cheung joined  the  Company  in December 1994, and was formerly the Chief
Operating Officer,  General  Manager-China for Nestle China Ltd. of The Nestle
Company (1989-1994).

The information set forth under the caption "Compliance with Section 16(a),"
found on page 11 of the Company's Proxy Statement, is incorporated herein by
reference.


ITEM 11. EXECUTIVE COMPENSATION.

The  information  set forth under the captions "Executive Compensation,"
"Compensation Committee Report" and "Performance Graph," found on pages 11-17,
18-19 and 20, 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  9-11  of  the Company's Proxy Statement,
is incorporated  herein by reference.


ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

Not applicable.


                                 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 listed in Item 8 of this Form 10-K, and are incorporated therein
by reference.

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

All  required  financial  statement  schedules  are  included  in  the
audited consolidated financial statements or notes thereto as incorporated
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.

<TABLE>
<CAPTION>

                              EXHIBIT INDEX

                                                                     PAPER (P),
                                                                   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 (incorporated by            
          reference to the Company's Form 10-K for the fiscal 
          year ended December 31, 1996, 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)*    1984 Long Term Incentive Plan, as restated effective 
          September 1, 1996 (incorporated by reference to the 
          Company's Form 10-Q for  the fiscal quarter ended 
          September 30, 1996, file number 1-12)                         IBRF
10(b)*    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(c)*    Deferred Compensation Plan for Executives 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(d)*    Management Incentive Bonus Plan of The Quaker Oats 
          Company as amended September 8, 1993 (incorporated by 
          reference to the Company's Form  10-K  for the fiscal 
          year ended June 30, 1994, file number  1-12)                  IBRF
10(e)*    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)(1)* Executive Separation Agreements with certain Executive 
          Officers, first effective  for the fiscal quarter ended 
          December 31, 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)* Employment Agreement with Robert S. Morrison effective          
          as of October 22, 1997                                          E
10(f)(3)* Executive Separation Agreement with Robert S. Morrison          
          effective as of October 22, 1997                                E
10(g)*    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(h)(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(h)(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(h)(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(i)*    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(j)(1)* Agreement Upon Separation of Employment with William D.       
          Smithburg, effective  as  of  October 22, 1997 
          (incorporated by reference to the Company's Form 10-Q for 
          the fiscal quarter ended September 30, 1997, file 1-12)       IBRF
10(j)(2)* Quaker Officers Severance Program, as amended and restated 
          effective July 9, 1997                                          E
10(j)(3)* First Amendment to the Quaker Officers Severance Program, 
          as amended and restated, effective March 11, 1998               E
10(k)(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(k)(2)* The  Quaker  Long Term Incentive Plan of 1999, subject to 
          shareholder approval at the Annual Meeting of Shareholders 
          on May 13, 1998                                                 E
10(l)*    The  Quaker 415 Excess Benefit 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(m)*    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
12        Statement re Computation of Ratios                              E
13        Annual Report to Shareholders of The Quaker Oats Company 
          for the fiscal year ended December 31, 1997                     E
21        List of Subsidiaries of the Registrant                          E
23        Consent of Auditors                                             E
27        Financial Data Schedules                                        E
99(1)     Announcement of Organization Changes on March 12, 1998          E
99(2)     Announcement of $1 Billion Share Repurchase Plan                E

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

</TABLE>



                                  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
       Robert S. Morrison, Chairman, President and
       Chief Executive Officer

Date:  March 11, 1998

   Pursuant  to the requirements of the Securities Exchange Act of  1934, this 
report has  been signed below on the 11th day of March 1998, 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/ ROBERT S. THOMASON       Senior Vice President Finance and Chief 
       Robert S. Thomason       Financial Officer

   /s/ THOMAS L. GETTINGS       Vice President and Corporate Controller
       Thomas L. Gettings

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

   /s/ SILAS S. CATHCART        Director
       Silas S. Cathcart

   /s/ KENNETH I. CHENAULT      Director
       Kenneth I. Chenault

   /s/ JOHN H. COSTELLO         Director
       John H. Costello

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

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

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

   /s/ THOMAS C. MacAVOY        Director
       Thomas C. MacAvoy

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

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