Exhibit 13

Management's Discussion and Analysis


Operating Results

The   following  discussion  addresses  the  operating  results  and  financial
condition of the Company for the year ended December 31, 1996, which represents
the  first  full calendar year since the Company changed from a June 30  fiscal
year.  Previously reported amounts have been restated to conform to the current
presentation.  The comparisons of 1996 operations to those of 1995, and of 1995
to  1994  are affected by the significant changes the Company has made  in  its
portfolio of businesses during these years.  As a result of these changes,
comparative  results are more difficult to analyze.  To aid in the analysis  of
operating results, this discussion will address the financial results as 
reported,  then note  the  impact of divested businesses where applicable, and 
finally,  review the  results of the ongoing businesses by industry segment.  
See Note 2 to the Consolidated  Financial  Statements for further discussion of
the Company's acquisition and divestiture activities.
  
The  following  tables  summarize the net sales and operating  results  of  the
Company for the years ended December 31, 1996 (current year), 1995 (prior year)
and 1994:

<TABLE>
<CAPTION>
                                                                                                                          
Net Sales                                                                                                        Dollars in Millions
Year Ended December 31                    1996                                  1995                                 1994
                      U.S. and                               U.S. and                             U.S. and                          
                      Canadian  International       Total    Canadian  International     Total    Canadian  International      Total
<S>                   <C>              <C>       <C>         <C>            <C>       <C>         <C>            <C>        <C>
Foods                 $2,559.2         $625.5    $3,184.7    $2,604.9       $  594.5  $3,199.4    $2,518.6       $  543.2   $3,061.8
Beverages              1,614.7          314.0     1,928.7     1,603.9          353.8   1,957.7       933.4          268.7    1,202.1
Ongoing Businesses     4,173.9          939.5     5,113.4     4,208.8          948.3   5,157.1     3,452.0          811.9    4,263.9
Divested Businesses       81.6            4.0        85.6       376.5          420.4     796.9       950.0          997.2    1,947.2
Total Company         $4,255.5         $943.5    $5,199.0    $4,585.3       $1,368.7  $5,954.0    $4,402.0       $1,809.1   $6,211.1
                                                                                                                                  
<CAPTION>

Operating Income (Loss)                                                                                         Dollars in Millions
Year Ended December 31                   1996                                   1995                                 1994
                      U.S. and                               U.S. and                             U.S. and                         
                      Canadian  International       Total    Canadian  International     Total    Canadian  International      Total
<S>                   <C>             <C>        <C>          <C>             <C>     <C>          <C>             <C>        <C>
Foods                 $  359.8        $   6.6    $  366.4     $ 260.2         $(22.7) $  237.5     $ 320.9         $ 50.2     $371.1
Beverages                 84.4          (29.7)       54.7        18.9          (58.0)    (39.1)       69.8          (29.1)      40.7
Ongoing Businesses       444.2          (23.1)      421.1       279.1          (80.7)    198.4       390.7           21.1      411.8
Gains on divestitures    133.6            2.8       136.4       604.2          566.6   1,170.8          --            9.8        9.8
Divested Businesses        7.9            0.5         8.4        29.7           16.1      45.8         1.9           62.9       64.8
                         141.5            3.3       144.8       633.9          582.7   1,216.6         1.9           72.7       74.6
Total Company         $  585.7        $ (19.8)   $  565.9     $ 913.0         $502.0  $1,415.0     $ 392.6         $ 93.8     $486.4

<FN>

Note:  Operating results include certain allocations of overhead expenses.
"Foods":  includes all food lines as well as the food service business.
"Beverages":   includes Gatorade thirst quencher sports beverages  and  Snapple
premium teas and fruit drinks.
"Ongoing  Businesses":   includes the net sales and  operating  income  of  all
Company businesses not reported as Divested Businesses (see below).
"Divested  Businesses":   1996 includes current year (through  the  divestiture
date)  net  sales and operating income for the U.S. and Canadian  frozen  foods
business  (July  1996)  and  Italian products business  (January  1996).   1995
includes prior year net sales and operating income for the following businesses
(through  their  respective divestiture dates):  U.S.  and  Canadian  pet  food
(March  1995), U.S. bean and chili (June 1995), European pet food (April 1995),
Mexican  chocolate (May 1995), Dutch honey (February 1995) and  the  businesses
divested in 1996.

1994 includes net sales and operating income for the year ended December  31,
1994 for businesses divested in 1995 and 1996.
"Gains  on  divestitures":  1996 includes pretax gains related to the following
divestitures:   U.S.  and Canadian frozen foods business ($133.6  million)  and
Italian  products business ($2.8 million).  1995 includes pretax gains  on  the
following divestitures:  U.S. and Canadian pet food ($513.0 million), U.S. bean
and  chili  ($91.2  million),  European  pet  food  ($487.2  million),  Mexican
chocolate  ($74.5  million)  and Dutch honey ($4.9  million).    1994  includes
pretax gains on the divestiture of a business in Venezuela ($9.8 million).

</FN>

</TABLE>

25


1996 Compared with 1995

Consolidated  net sales decreased 13 percent primarily due to  the  absence  of
divested  businesses  in the current year.  Divested businesses  accounted  for
$85.6 million and $796.9 million of sales in 1996 and 1995, respectively.  (See
"Divested  Businesses" footnote in the preceding tables.)  Sales  were  up  for
U.S.  Gatorade  thirst  quencher and hot cereals,  Canadian  and  International
Foods;   however, these increases were offset by declines in Snapple beverages,
ready-to-eat cereals (due to a June price reduction) and rice cakes, as well as
declines in less profitable sales in the food service coffee, Golden Grain  and
European  beverages  businesses.  With the exception of a ready-to-eat  cereals
price reduction, price changes did not have a significant impact on 1996 sales.

Consolidated  gross  profit margin was 46.0 percent in 1996  compared  to  44.7
percent  in 1995.  The gross profit margin increase is primarily due  to  lower
costs in the U.S. and Canadian Beverages business.

Selling, general and administrative (SG&A) expenses declined 16 percent, driven
by  an  18  percent decrease in advertising and merchandising  (A&M)  expenses.
$182.6  million  of  the decrease in A&M spending relates  to  the  absence  of
divested  businesses  in  the  current year. The  remaining  decrease  reflects
increased  efficiency in A&M spending in U.S. and Canadian Foods  and  Gatorade
thirst quencher businesses.  A&M expenses were 23.1 percent of sales, down from
24.6  percent in the prior year.  The Company intends to continue to  implement
changes  in  A&M  programs  in  an  effort  to  increase  the  efficiency   and
effectiveness of its sales efforts.

Consolidated  operating income of $565.9 million for the current year  included
$136.4 million in gains on divestitures.  Prior year operating income of  $1.42
billion  included  $1.17  billion in gains on  divestitures.   (See  "Gains  on
divestitures" footnote in the preceding tables.)  Operating income in 1996  and
1995  also included restructuring charges of $23.0 million and $117.3  million,
respectively.  Estimated savings from the 1996 restructuring actions are  about
$6  million annually beginning in 1997, of which approximately 90 percent  will
be  in  cash.  See Note 3 to the Consolidated Financial Statements for  further
discussion  on  restructuring charges.  Excluding the  gains  on  divestitures,
restructuring  charges and operating income from divested  businesses  in  both
years,  operating income of $444.1 million increased 41 percent from the  prior
year, reflecting improvement across the Foods and Beverages segments.

Net  financing  costs  (net  interest  expense  and  foreign  exchange  losses)
decreased  $25.5  million in the current year.  Debt  levels  declined  due  to
proceeds  from  the  1996 and 1995 divestitures, resulting  in  lower  interest
expense.

The  effective  tax rate in 1996 was 40.4 percent versus 40.7  percent  in  the
prior   year.    Excluding  the  impact  of  the  gains  on  divestitures   and
restructuring charges in both years, and a non-recurring foreign tax benefit of
$7.2  million in the current year, the effective tax rate was 41.0  percent  in
1996 versus 40.2 percent in 1995.

Industry Segment Operating Results

Foods  - U.S. and Canadian net sales declined 2 percent on flat volume.  During
1996  the  Company  implemented changes in the A&M programs  of  its  U.S.  and
Canadian  businesses with the intention of removing less profitable  promotions
from  its  merchandising  mix.   Operating  income  margins  expanded  both  in
businesses  with  volume increases, including hot cereals, Canadian  foods  and
granola bars, as well as those with volume declines, including Golden Grain and
food service, reflecting the success of these A&M program changes.  During 1996
the   rice   cakes  and  ready-to-eat  cereals  businesses  faced   significant
competitive issues which adversely affected sales.  Rice cakes volume  declined
due to increased competitive pressure in the low-fat snacks category.  In June,
the  Company  took price reductions averaging 15 percent on 87 percent  of  its
ready-to-eat  cereals brands.  These pricing actions, a response to  comparable
actions  taken by major competitors, resulted in significantly lower  ready-to-
eat sales and operating income in 1996 as compared to 1995.  The adverse affect
of  the price reductions on ready-to-eat cereals operating income was partially
mitigated  by  a 3 percent volume gain in ready-to-eat cereals.   International
sales  were up 5 percent while volume decreased 2 percent compared to the prior
year.   Price increases in the Latin American business, particularly in Brazil,
were  the  key  driver of the International sales gain.  Volume  declines  were
primarily in the Brazilian pasta and European foods businesses, which more than
offset  volume  gains in other foods businesses in Brazil and  Venezuela.   The
Brazilian pasta volume decline was due to competitive pricing pressures,  while
the decrease in European foods volume reflects the business realignment in that
region.

1996 operating income included $6.4 million of restructuring charges related to
U.S.  plant  consolidations.   1995  operating  income  included  restructuring
charges  of  $39.1 million and $31.3 million for cost-reduction and realignment
activities in the U.S. and Canadian and International businesses, respectively.
Excluding these charges, operating income increased $64.9 million or 21 percent
compared  to 1995.  U.S. and Canadian operating results excluding restructuring

26


charges  reflected  a  2.8 percentage-point improvement  in  operating  margin,
mainly  the result of A&M efficiency improvements.  The International operating
income  increase  from the prior year is primarily due to the absence  of  1995
restructuring  charges.  Improved profits in Europe were  offset  by  operating
income  declines  in Latin America, due to increased operating  losses  in  the
Brazilian pasta business.

Beverages  -  Net sales decreased 1 percent reflecting lower Snapple  beverages
volume,  which offset Gatorade thirst quencher volume gains.  U.S. and Canadian
sales  increased 1 percent while volume decreased 2 percent.  U.S. and Canadian
Gatorade  thirst quencher sales growth of 5 percent on a 4 percent volume  gain
was aided by successful new flavors and packaging and retail shelf space gains.
U.S.  and Canadian Snapple beverages sales were 8 percent below last year on  a
volume  decline of 11 percent.  A shift in the sales mix (Company-owned  versus
third-party  distribution) resulted in the disproportionate  sales  and  volume
changes.   Sales  results  trailed the prior year as  Snapple  beverages  never
gained necessary volume momentum early in the beverage season.  In addition,  a
mid-summer change in advertising and promotion tactics, which resulted in  over
$20  million  of  incremental marketing expenses, did not generate  anticipated
volume   gains.   The  sales  decline,  combined  with  higher  marketing   and
overhead expenses, increased U.S. Snapple beverages operating loss versus 1995.
International sales and volume decreased 11 percent primarily due to  decreases
in  European  Gatorade thirst quencher, reflecting 1995 restructuring  actions,
and declines in International Snapple beverages.

1996  operating income of the U.S. and Canadian business included restructuring
charges of $16.6 million related to the transition from a Company-owned Snapple
beverages  distributor  in  certain Texas markets to  a  third-party  beverages
distributor.   1995  total Beverages operating results  included  restructuring
charges  of $46.9 million for cost-reduction and realignment activities  and  a
$19.1  million inventory charge related to Snapple beverages.  In the U.S.  and
Canadian  business  an increase in gross margin was a key driver  of  operating
profitability   improvement.   Gross  margin  increased  3.6  percentage-points
primarily due to cost-reductions and other supply chain efficiency gains.   A&M
spending  was  lower  than  the  prior year with  significant  efficiencies  in
Gatorade thirst quencher A&M offsetting increases in Snapple beverages support.
The  improvement in International operating results was mainly due to  overhead
reductions, principally in Europe.


1995 Compared with 1994

Consolidated  net  sales decreased 4 percent primarily due  to  the  businesses
divested  in  1995.   Net sales from ongoing businesses  increased  21  percent
largely  due  to the inclusion of a full year of Snapple beverages  operations.
Snapple beverages contributed $610.3 million in sales in 1995 compared to $25.0
million in 1994.  Excluding Snapple beverages from the comparison, sales rose 7
percent  reflecting growth in the ongoing Foods and Beverages segments.   Price
increases  did  not significantly affect the comparison of 1995  and  1994  net
sales.
  
Significant changes in the Company's portfolio account for the decline in gross
profit margin from 49.7 percent in 1994 to 44.7 percent in 1995.  The inclusion
of  Snapple  beverages and an inventory charge of $19.1 million, pertaining  to
Snapple  beverages, contributed to the overall gross profit  margin  percentage
decline,  as did changes in the product mix and geographic segment mix  of  the
Foods businesses.

SG&A  expenses  were  8  percent lower than 1994 due mainly  to  a  13  percent
decrease in A&M spending.  The Company spent $204.8 million in 1995 and  $531.1
million  in  1994  on A&M to support businesses that have been  divested.   For
ongoing businesses, A&M expenses were 24.4 percent and 27.1 percent of sales in
1995 and 1994, respectively.

1995  consolidated  operating income increased over  $900  million  from  1994,
largely  driven  by gains on divestitures of $1.17 billion in 1995.   Operating
income  from  ongoing businesses declined in 1995 mainly  due  to  lower  gross
profit  margin  in the Foods segment and the Snapple beverages operating  loss.
Restructuring  charges of $117.3 million in 1995 were down  $1.1  million  from
1994;   $45.8  million of the 1994 restructuring charges pertained to  Divested
businesses.

Net  financing  costs  (net  interest  expense  and  foreign  exchange  losses)
increased by $28.3 million in 1995 to $133.8 million.  Higher interest expense,
resulting  from  borrowings  related to the Company's  1994  acquisitions,  was
partly offset by lower foreign exchange losses.

The  effective tax rate in 1995 was 40.7 percent versus 39.7 percent  in  1994.
Excluding the impact of the gains on divestitures and restructuring charges  in
1995   and   1994,  the  effective  tax  rates  were  40.2  and  40.1  percent,
respectively.


Industry Segment Operating Results

Foods - 1995 net sales increased 4 percent from 1994, with higher sales in both
the  U.S.  and Canadian and International businesses.  U.S. and Canadian  sales
rose  3  percent on a volume gain of 2 percent, driven by growth in grain-based
snacks,  Canadian foods, food service and Golden Grain, which more than  offset
declines  in  ready-to-eat and hot cereals.  Hot cereals 1995 sales performance
was  adversely  affected by increased competition from private-label  products.

27


International  sales  and  volume  increases  of  9  percent  and  31  percent,
respectively, reflect the overall changes made in the International  portfolio,
most notably the November 1994 acquisition of the Brazilian pasta business.

U.S. and Canadian operating income was down 19 percent, almost entirely due  to
a  decline  in gross profit margin primarily driven by a change in the  mix  of
products  sold, principally lower sales of hot and ready-to-eat cereals.   1995
operating  income  of  U.S.  and  Canadian  Foods  included  $39.1  million  of
restructuring  charges  related to cost-reduction and  realignment  activities.
1995  restructuring  charges  were $23.6 million  lower  than  1994,  with  the
decrease  in charges offset by higher overhead expenses in 1995.  International
1995  operating   results were adversely affected by restructuring  charges  of
$31.3  million  related to business realignment (compared to  $5.3  million  in
1994)  and operating losses of the Brazilian pasta business.  Reduced inflation
and  currency  changes  in  Brazil also contributed  to  the  operating  income
decline,  although lower net financing costs in that country more  than  offset
the decline.

Beverages  - The comparison of 1995 and 1994 operating results of the Beverages
segment  is significantly affected by the December 1994 acquisition of  Snapple
beverages.  1995 net sales increased 63 percent, reflecting the first full year
of  Snapple beverages sales.  U.S. and Canadian sales increased $670.5  million
with  $539.1 million of the increase due to Snapple beverages and the remaining
growth  driven  by Gatorade thirst quencher.  New packaging,  new  flavors  and
favorable weather conditions all contributed to the U.S. and Canadian  Gatorade
thirst  quencher's 15 percent sales increase on a 13 percent volume gain.   The
International  sales gain of 32 percent reflects the significant  changes  made
across  the  Company's  International businesses to  pursue  opportunities  for
growth  in  the  Latin  America and Asia/Pacific  regions.   Excluding  Snapple
beverages,  International sales grew 15 percent in 1995, with growth  in  Latin
America and Asia/Pacific regions more than offsetting lower sales in Europe.

The  U.S.  and Canadian Beverages 1995 operating income declined $50.9  million
from  1994,  with  the  Snapple beverages operating loss more  than  offsetting
Gatorade  thirst  quencher operating income increases.  The  Snapple  beverages
1995  operating loss included a restructuring charge of $24.4 million to reduce
excess contract manufacturing capacity and an inventory charge of $19.1 million
for  excess  and obsolete ingredients, labels, packaging and finished  product.
Operating income for Gatorade thirst quencher in the U.S. and Canadian
business increased significantly over 1994 driven by sales growth and lower A&M
spending.  U.S. and Canadian cost-reduction and realignment activities resulted
in  $8.0 million of restructuring charges in 1995, a $3.6 million increase from
1994.   The  International operating loss increased in 1995 driven by  a  $14.5
million  restructuring  charge for realignment activities  in  Gatorade  thirst
quencher, mainly in Europe, and underwriting of expansion in the Latin  America
and Asia/Pacific regions.


Liquidity and Capital Resources

Net  cash  provided  by operating activities was $410.4  million  in  1996,  an
increase of $3.3 million compared to 1995, reflecting improvements in operating
profitability.  Net cash provided by operating activities in 1995 and 1994  was
$407.1  million and $415.8 million, respectively.  Operating cash flow in  1995
was  adversely impacted by lower gross margins in 1995 compared to 1994  and  a
decrease  in  current  liabilities that reflected the  reduction  of  1994  tax
liabilities  related to divestiture gains and payments related to restructuring
liabilities.

Capital expenditures were $242.7 million, $301.2 million and $218.5 million for
1996,  1995  and  1994,  respectively. Capital  expenditures  are  expected  to
continue  at  about the current rate in 1997, as the Company plans to  continue
its expansion of production capacity for beverages and grain-based products  in
the  United  States and China. Additional capital expenditures are  planned  to
support  efforts  to  reduce supply chain costs and improve  manufacturing  and
distribution  efficiencies.   The  Company  expects  that  its  future  capital
expenditures  and  cash  dividends  will be financed  through  cash  flow  from
operating activities.

Proceeds  from business divestitures and asset dispositions during  1996,  1995
and  1994  were $174.4 million, $1.28 billion and $13.2 million,  net  of  tax,
respectively.   Net  cash outlays related to business acquisitions  were  $57.3
million  in 1995 and $1.83 billion in 1994.  The proceeds of the 1995  business
divestitures were used to reduce commercial paper borrowings secured in 1994 to
finance  the  Snapple  beverages acquisition.   Cash  provided  from  the  1996
divestitures was primarily used to further reduce short-term debt.

Financing activities used cash of $331.3 million and $1.34 billion in 1996  and
1995,  respectively,  primarily  reflecting the  use  of  business  divestiture
proceeds to reduce short-term debt.  Net cash of $1.64 billion was provided  by
the  Company's  1994  financing activities, principally  the  commercial  paper
borrowings  used to finance the Snapple beverages acquisition.  Short-term  and
long-term  debt  (total  debt) as of December 31, 1996  was  $1.56  billion,  a
decrease of $202.2 million from December 31, 1995.  Total debt at December  31,
1994  was $2.96 billion.  The total debt-to-total capitalization ratio was 55.6
percent, 61.7 percent and 86.3 percent as of December 31, 1996, 1995 and  1994,
respectively.

28


The  Company  reduced  the level of its revolving credit facilities  by  $300.0
million  during the second quarter and an additional $300.0 million during  the
fourth  quarter  of  1996.  The  Company now  has  a  $900.0  million  annually
extendible  five-year revolving credit facility.  Credit facilities secured  by
the  Company have dramatically decreased over the last two years as  commercial
paper  borrowings  supported by the revolving credit facilities  were  reduced.
The  Company's levels of revolving credit facilities at December 31,  1995  and
1994 were $1.5 billion and $2.4 billion, respectively.

Following  the  announcement  by the Company in  June  1996  that  the  Snapple
beverages business would operate at a level significantly below break-even  for
the  year  and that price reductions in the ready-to-eat cereal category  would
negatively impact 1996 results, the credit rating agencies announced that  they
would  review  the  status of the Company's debt ratings.   In  late  1996  the
Company's  long-term  debt  ratings were downgraded and  its  commercial  paper
ratings  were  affirmed.   The Company's long-term debt  and  commercial  paper
ratings  had been previously downgraded early in 1995 by Moody's and  early  in
1996 by Standard & Poor's and Fitch.  The Company's current debt and commercial
paper ratings are as follows:  Standard & Poor's (BBB+ and A2); Fitch (BBB  and
F2); and Moody's (Baa1 and P2).

The  Company  utilizes derivative financial instruments to  hedge  exposure  to
foreign  currency  fluctuations.  The majority of the  Company's  international
business  is  currently in Latin American countries, principally Brazil,  where
hedging  markets  are  rapidly evolving but are not  yet  as  developed  or  as
efficient as the traditional foreign exchange markets.  The Company's  exposure
to  European foreign currency changes has been significantly reduced due to the
divestiture  of  the European pet food and Italian products  businesses.    The
Company intends to continue to use foreign currency hedge instruments to reduce
the  risk that the U.S. dollar value of cash flows from foreign operations will
decrease  as exchange rates fluctuate.  Additional information on the Company's
hedging activities is in Note 7 to the Consolidated Financial Statements.


Current Accounting Changes

In  October  1995,  the  Financial Accounting  Standards  Board  (FASB)  issued
Statement   #123,  "Accounting  for  Stock-Based  Compensation."  The   Company
implemented  the  disclosure  provisions of this Statement  in  1996,  and  has
decided that it will not recognize the expense related to stock options in  the
financial statements.  See Note 10 to the Consolidated Financial Statements for
further discussion.


Cautionary Statement on Forward-Looking Statements
                                       
Forward-looking statements, within the meaning of Section 21E of the Securities
and  Exchange Act of 1934, are made throughout this Management's Discussion and
Analysis.   The  Company's  results may differ materially  from  those  in  the
forward-looking   statements.   Forward-looking   statements   are   based   on
management's current views and assumptions, and involve risks and uncertainties
that  could  significantly  affect expected results.   For  example,  operating
results  may  be affected by external factors such as:  actions of competitors;
changes   in   laws   and  regulations,  including  changes   in   governmental
interpretations  of  regulations and changes in accounting standards;  customer
demand;   effectiveness   of  spending  or  programs;  distributor   relations;
fluctuations  in  the  cost  and availability of supply  chain  resources;  and
foreign economic conditions, including currency rate fluctuations.

The  Company  has evaluated the recoverability of Snapple beverages  long-lived
assets  as of December 31, 1996 pursuant to FASB Statement #121.  Although  the
Company's  latest  evaluation  of  recoverability  has  not  resulted  in   the
recognition of an impairment loss, given the disappointing performance  of  the
business,   management   expects  to  update  its   assessment   during   1997.
Accordingly,  the Company's estimate of undiscounted future cash  flows  to  be
generated  by Snapple beverages could change in the near term.  A  change  that
results  in  recognition  of an impairment loss would require  the  Company  to
reduce  the carrying value of Snapple beverages to fair market value, which  is
significantly  below the current carrying value of the long-lived  assets.  The
carrying  value  of  Snapple beverages long-lived assets, including  intangible
assets, as of December 31, 1996 was $1.7 billion.

For  the  U.S. ready-to-eat cereals business, returning the business to  higher
profit  levels  will  largely  depend on the competitive  environment  and  the
Company's achievement of greater levels of efficiency and effectiveness in  A&M
and overhead spending.

The  reduction of future operating losses of the Brazilian pasta business  will
depend  on  the  competitive and commodity environments.  The Company  will  be
reviewing strategies relative to this business during the first half of 1997.

29