EXHIBIT 11

            THE QUAKER OATS COMPANY AND SUBSIDIARIES
                                
         STATEMENT RE COMPUTATION OF PER SHARE EARNINGS

                                                                     
                                                                      
                                                                
Calculation of Fully Diluted Earnings Per Share

                                                Dec 31,      June 30,   June 30,
                                                 1995 (1)      1995       1994
Dollars in Millions (Except Per ShareData)
                                                                
Income Before Cumulative Effect of  
Accounting Changes                               $13.7      $  806.1   $  231.5
                                                                
Less:   ESOP Convertible Preferred Stock        
        Dividends                                 (2.0)           --         --
                                                                
Less:   Adjustments attributable to                        
        conversion of ESOP Convertible            
        Preferred Stock                             --          (1.1)      (1.5)
        
Income Before Cumulative Effect of                        
   Accounting Changes Used for                               
   Fully Diluted Calculation                      11.7         805.0      230.0
                                                                
Cumulative Effect of Accounting Change -                        
   net of tax                                       --          (4.1)        --
                                                                
Net Income Used for Fully Diluted Calculation    $11.7      $  800.9   $  230.0

                                                                
Shares in Thousands                                             
                                                                
Average Number of Common Shares Outstanding    134,355       133,763    135,236

                                                                
Plus Dilutive Securities:                                       
                                                                
    Stock Options                                1,321         1,575      1,716
                                                                
    ESOP Convertible Preferred Stock                --         2,631      2,676
                                                                
Average Shares Outstanding Used for                        
   Fully Diluted Calculation                    135,676      137,969    139,628
  
                                                                
Fully Diluted Earnings Per Share Before                         
   Cumulative Effect of Accounting Changes        $0.09        $5.83      $1.65
             
                                                                
Fully Diluted Cumulative Effect of                        
   Accounting Change                                 --        (0.03)        --
                                                                
Fully Diluted Earnings Per Share                  $0.09        $5.80      $1.65

(1)   The computation of fully diluted earnings per share  should
not  give  effect to common stock equivalents for any  period  in
which  their  inclusion would have the effect of  increasing  the
earnings  per  share amout otherwise computed.   Therefore,  ESOP
Convertible   Preferred  Stock  should  be  excluded   from   the
computation of fully diluted earnings per share for December  31,
1995.