Exhibit 10(f)(3)



                           SECOND AMENDMENT
                                TO THE
              QUAKER OATS COMPANY STOCK COMPENSATION PLAN
                         FOR OUTSIDE DIRECTORS
      (As Amended and Restated Effective as of November 1, 1996)
                                   
                                   
     WHEREAS,  The  Quaker  Oats  Company  Stock Compensation  Plan  for
  Outside Directors, as amended and restated effective as of November 1,
  1996  (the  "Plan"), was established by The Quaker Oats  Company  (the
  "Company") for the benefit of its eligible directors; and


     WHEREAS, certain amendments to the Plan are necessary in  order  to
  implement   changes  to  the  compensation  package  for   nonemployee
  directors previously approved by the Board;


     NOW,  THEREFORE, the Plan is hereby amended effective January  1,
  1999, by substituting the following for Section 2 of the Plan:


     "2.  Common Stock Units.


     (a)  The  Company  shall establish and maintain a Deferred  Stock
          Account  in  the  name and for the benefit of  each  outside
          director of the Company.  On the first Trading Day  of  each
          calendar year, the Company shall allocate an Annual Award of
          Common  Stock  Units to the Deferred Stock Account  of  each
          outside  director  then serving on the Board.   Such  Annual
          Award  shall  consist of the number of  Common  Stock  Units
          determined by dividing $35,000 (or $40,000 in the case of  a
          Board  Committee  chairperson that has  elected  to  receive
          his/her chair fees under the Plan) by the Fair Market  Value
          of  the  Company's Common Stock on such Trading  Day.   Each
          director may elect in advance of the allocation date for  an
          Annual Award to forego all or a portion of such award and to
          receive  in  lieu thereof stock options of equivalent  value
          under the terms of The Quaker Oats Company Stock Option Plan
          for  Outside Directors.  For purposes of this Section  2(a),
          the  term "Trading Day" shall mean a day on which shares  of
          the  Company's Common Stock are traded on the New York Stock
          Exchange,  and the term "Fair Market Value" shall  mean  the
          average  of  the high and low share prices of the  Company's
          Common  Stock as reported by the New York Stock  Exchange  -
          Composite Transaction Reporting System for a particular day.
          
          
     (b)  In the event a new outside director is elected to the Board,
          the  Company  shall establish and maintain a Deferred  Stock
          Account  in  the name and for the benefit of such  director.
          As   of  such  outside  director's  election  date,  his/her
          Deferred Stock Account shall be credited with the number  of
          Common Stock Units equal to one-twelfth of the Annual  Award
          allocated  to  other outside directors during such  calendar
          year  (as  determined under (a) above),  multiplied  by  the
          number  of  full or partial calendar months which remain  in
          such year.
          
          
     (c)  In  the  event an outside director leaves the Board for  any
          reason,  the number of Common Stock Units credited  to  such
          director's  Deferred Stock Account shall be reduced  by  the
          number  of  Common Stock Units equal to one-twelfth  of  the
          Annual  Award allocated during the calendar year of  his/her
          departure  from the Board (as determined under  (a)  above),
          multiplied  by  the  number of full  calendar  months  which
          remain  in such year following such director's last date  of
          service."
          
          
     IN  WITNESS WHEREOF, this Amendment is executed below by  a  duly
  authorized officer of the Company.


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