Exhibit 10(f)(2)                         
                         
                         
                         FIRST 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, amendment of the Plan is desirable;
      
     NOW, THEREFORE, the Plan is hereby amended effective as  of
  May 13, 1998, by substituting the following for Section 7 of the Plan


  "7.  Change in Control: A 'Change in Control' shall be deemed  to
  have occurred if:

       (a)  any  'Person,' which shall mean a 'person' as such term
            is  used  in Sections 13(d) and 14(d) of the Securities
            Exchange  Act of 1934, as amended (the 'Exchange  Act')
            (other than the Company, any trustee or other fiduciary
            holding  securities under an employee benefit  plan  of
            the   Company,  or  any  company  owned,  directly   or
            indirectly,  by  the stockholders  of  the  Company  in
            substantially  the same proportions as their  ownership
            of stock of the Company), is or becomes the 'beneficial
            owner'  (as  defined in Rule 13d-3 under  the  Exchange
            Act),  directly  or  indirectly, of securities  of  the
            Company representing 25% or more of the combined voting
            power   of   the  Company's  then  outstanding   voting
            securities:
     
       (b)  during  any  period  of  24  consecutive  months   (not
            including   any   period  prior  to  May   13,   1998),
            individuals,  who  at  the  beginning  of  such  period
            constitute the Board, and any new director (other  than
            a  director designated by a Person who has entered into
            an  agreement with the Company to effect a  transaction
            described  in  paragraph (a), (c) (2) or  (d)  of  this
            Section)   whose  election  by  the  Board,  or   whose
            nomination  for election by the Company's stockholders,
            was approved by a vote of at least two-thirds (2/3)  of
            the  directors before the beginning of the period cease
            for  any  reason  to  constitute at  least  a  majority
            thereof;
     
       (c)  the  stockholders of the Company  approve (1) a plan of
            complete liquidation of the Company or (2) the sale  or
            disposition by the Company of all or substantially  all
            of   the  Company's assets unless the acquirer  of  the
            assets or its directors shall meet the conditions for a
            merger  or consolidation in paragraphs (d) (1)  or  (d)
            (2) of  this Section; or
     
       (d)  the  stockholders of the Company approve  a  merger  or
            consolidation of the
            Company with any other company other than:

              (1)  such  a  merger  or  consolidation  which  would
                   result in the voting securities  of  the Company
                   outstanding immediately prior thereto continuing
                   to represent (either by remaining outstanding or
                   by being converted into voting securities of the
                   surviving entity) more than 70% of the  combined
                   voting  power of the Company's or such surviving
                   entity's    outstanding    voting     securities 
                   immediately after such  merger or consolidation; 
                   or
              
              (2)  such  a  merger  or  consolidation  which  would
                   result in  the directors of the Company who were
                   directors  immediately  prior thereto continuing
                   to constitute  at  least 50% of the directors of
                   the  surviving  entity  immediately  after  such 
                   merger or consolidation.

          In  this  paragraph (d), 'surviving entity' shall  mean
          only   an   entity  in  which  all  of  the   Company's
          stockholders   immediately  before   such   merger   or
          consolidation become stockholders by the terms of  such
          merger  or consolidation, and the phrase 'directors  of
          the   Company  who  were  directors  immediately  prior
          thereto'  shall  include  only  individuals  who   were
          directors  of the Company at the beginning  of  the  24
          consecutive  month period preceding the  date  of  such
          merger  or  consolidation, or who  were  new  directors
          (other than any director designated by a Person who has
          entered into an agreement with the Company to effect  a
          transaction  described in paragraph (a), (c)  (2),  (d)
          (1)  or (d) (2) of this Section) whose election by  the
          Board,   or  whose  nomination  for  election  by   the
          Company's  stockholders, was approved by a vote  of  at
          least  two-thirds  (2/3) of the  directors  before  the
          beginning of such period."

      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