Exhibit 10(j)(2)

                       QUAKER OFFICERS SEVERANCE PROGRAM
               (As Amended and Restated Effective July 9, 1997)


     1.   EFFECTIVE DATE AND PURPOSE.  The  Quaker  Officers  Severance Program
(the "Program") is established and maintained by The Quaker Oats Company 
("Quaker"), effective  July 9, 1997, and is an amendment and restatement of the
Program  as adopted  by  Quaker's Board of Directors (the "Board") on  March 8,
1989.   The purpose of the Program is to promote the interests of  Quaker,  its
divisions and subsidiaries  (the  "Company"), and its stockholders, both  by  
attracting  and retaining  Company employees through assurances of continued 
pay and  welfare benefits to cushion the hardship of being out of work if their
employment  with the Company is terminated in certain qualifying  circumstances
and by encouraging the separation to be amicable.

     2.   ADMINISTRATION.

     (a)  The Program shall be administered by the Severance Program Committee
(the "Committee"), which shall initially consist of Quaker's Senior Vice 
President-Human  Resources, Vice President-Human Resources Worldwide Beverages
and  Vice President-Human Resources Quaker Foods.  The Chief Executive Officer
of  Quaker shall have the authority to expand or reduce the number of Committee
members and to designate, remove or replace the Committee members.

     (b)  The   Committee   shall   have   the   sole  responsibility  for the
administration of the  Program  and  may adopt such rules and procedures as it 
deems necessary, desirable or appropriate.
                                                                       
     (c)  The Committee shall have such powers as may be necessary to discharge
its responsibility  to  administer the Program, including but not  limited  to
the following:

          (1)   To construe and interpret the Program, decide all questions of
          eligibility and determine the amount, manner and time of any 
          severance benefit hereunder.

          (2)   To prescribe procedures for employees to apply for Program 
          benefits, including written applications and forms, if any, and other
          requests for information.  If no procedures are prescribed, then the 
          Company or the Committee may, at their option, initiate consideration
          of a claim for severance benefits, or any terminated employee may 
          initiate a claim by providing notice, in writing to the designated 
          Committee members.  The Committee may reasonably rely upon all 
          information furnished to it in such applications, forms or notices.

          (3)   To receive from the Company such information as shall be 
          necessary for the proper administration of the Program.  The 
          Committee may reasonably rely upon all such information so furnished.

          (4)   To appoint individuals to assist in the administration of the 
          Program as the Committee deems necessary, including but not limited 
          to, Company employees, agents, attorneys and accountants.  The 
          Committee may reasonably rely upon all information and advice 
          furnished by such individuals.

          (5)   To receive, review and maintain, as it deems appropriate, 
          benefit payment and administrative expense reports.

          (6)   To issue directions to the Company concerning all benefits which
          are to be paid from the Company's general assets pursuant to the 
          Program provisions.

          (7)   To prepare and distribute to Company employees, information 
          describing the Program in such manner as the Committee determines to 
          be required or appropriate.

     (d)  The Committee shall have the broadest discretion permitted by law to
make all determinations and decisions as to the right of any employee to 
participate in  the Program and eligibility for and the amount or form of a 
benefit payable under  the Program.  The Committee's decision on any such 
matter shall be final and  binding.   A final determination, based upon review 
of an appeal  from  an initial denial, shall be made by persons designated as 
Committee members.   The Committee  may,  in  its discretion, delegate any 
other act  or  determination.  Such  delegation  may  be achieved by informal 
agreement  or  practice  and  no written document or vote is required.

     (e)  The Committee shall be indemnified by Quaker to the full extent
allowed by law.  This indemnity shall extend to all individuals appointed to 
assist in the administration of the Program, as described in subparagraph (c) 
(4) above. 

     3.   ELIGIBILITY.

     (a)  An officer (as defined below) is eligible for severance benefits
under the Program (determined in accordance with paragraph 4) if the officer's
employment  with  the  Company  is  terminated  under  any  of  the following 
conditions:

          (1)  If all of the following requirements in subparagraphs (I) through
          (IV) are satisfied:

                         (I)   The officer's employment with the Company is 
                         involuntarily terminated at any time; and

                         (II)  Following notice of the final date of active 
                         service, the officer continues to work for the Company 
                         until the officer's inactive service period begins; and

                         (III) Termination is not based on the Company's
                         reasonable belief or reasonable determination that any
                         of the following applies:

                              (A)   the officer died;

                              (B)   the officer is physically or mentally 
                              incapacitated from adequately performing the 
                              officer's job duties;

                              (C)   the officer voluntarily resigned, 
                              voluntarily retired, or is deemed to have 
                              constructively quit;

                              (D)   the officer committed gross misconduct, 
                              either actively or passively; or 
                              
                              (E)   the officer permanently ceased to be 
                              employed by the Company due to the sale, spin-off
                              or other disposition of a subsidiary, division, 
                              plant, facility, function, profit center or line 
                              of business as an ongoing entity; provided, 
                              termination due to such a transaction shall not
                              disqualify the officer from severance benefits if
                              neither the new owner or the Company offers the 
                              officer employment: (i) at no less than 100% of 
                              the officer's base salary immediately prior to 
                              such transaction; and (ii) at a location which 
                              does not require relocation by the officer beyond
                              the added commuting distance allowed by Internal 
                              Revenue Service Code Section 217 for excludable 
                              relocation expenses reimbursement.  In a situation
                              where Company employees are offered jobs by the 
                              new owner, but are then terminated soon after the
                              transaction, the Committee may consider all facts 
                              and circumstances it deems relevant, along with 
                              the purposes of the Program, in determining 
                              whether there was a failure to "offer" meaningful
                              employment; and 
                              
                         (IV)  Within the time period indicated by the Company
                         when it tenders a waiver and release form after the 
                         officer's termination, a general waiver is fully 
                         executed by the officer (or the officer's 
                         representative) and that in effect releases Quaker, 
                         its officers, directors, stockholders, employees, 
                         agents, assigns, subsidiaries, divisions, parent 
                         companies, affiliates, and successors from all claims 
                         that arise out of or relate in any way to the officer's
                         employment or termination of employment with the 
                         Company, including claims under anti-discrimination 
                         laws; except that claims for vested wages or vested
                         benefits shall not be waived.  However, if the Company
                         fails to tender a waiver and release form within 
                         fifteen (15) days after the Committee received a 
                         written request for such a form from the officer (or 
                         representative), then this requirement shall be deemed
                         satisfied even though no waiver is signed or in effect.
                         Nothing in this provision shall be construed as 
                         requiring an officer to sign a waiver and release; 
                         rather, when the waiver and release is tendered by the
                         Company, the officer shall be advised that he/she has 
                         two options: sign the waiver and receive severance 
                         benefits, or decline to sign the waiver and release and
                         thereby forego severance benefits.
                         
                         (V)   Notwithstanding anything to the contrary in 
                         subparagraphs 3(a)(1)(I) through (IV), if the Committee
                         determines that an officer meets all requirements of 
                         subparagraphs 3(a)(1)(I) through (III), but it is too 
                         early to ascertain whether the officer will satisfy 
                         subparagraph 3(a)(1)(IV) because the time for 
                         considering or revoking the waiver and release has not
                         yet expired, then for the sake of administrative 
                         convenience, the Committee may, in its sole discretion,
                         presume that the officer will satisfy subparagraph 
                         3(a)(1)(IV) and commence providing severance benefits;
                         provided, if the officer fails to execute the waiver 
                         and release by the required time, revokes it during the
                         prescribed period or otherwise indicates that he/she 
                         will not satisfy subparagraph 3(a)(1)(IV), then all 
                         payments of severance benefits must immediately cease,
                         but the Company shall not be entitled to reimbursement
                         for severance benefits already paid or provided.

          (2)   Notwithstanding anything in subparagraph (1) above to the
          contrary, within two years following a Change in Control of Quaker
          (as defined below), any termination of employment with the Company, 
          in lieu of the officer accepting continued employment with the Company
          which involves a significant change in the officer's terms and 
          conditions of employment (as defined below).  A "significant change 
          in the officer's terms and conditions or employment" shall be deemed 
          to have occurred when during such two year period:

                         (I)   the total of the officer's salary and incentive
                         bonus target is to be reduced, based upon the amounts 
                         equal to the officer's salary immediately prior to the
                         Change in Control of Quaker, and the most recent 
                         incentive bonus target communicated to the officer 
                         immediately prior to the Change in Control of Quaker;

                         (II)  the location of continued employment if beyond a
                         30-mile radius of the officer's location of employment
                         immediately prior to the Change in Control of Quaker;

                         (III) the officer is to be paid on an hourly basis;

                         (IV)  there is a significant change in the nature or 
                         scope of any of the authorities and powers, which the 
                         officer may exercise or is exercising, and duties and 
                         functions which the officer may perform or is 
                         performing immediately prior to the Change in Control 
                         of Quaker; or 

                         (V)   a reasonable determination by the officer that, 
                         as a result of the Change in Control of Quaker, the 
                         officer's position is significantly affected so that 
                         the officer is unable to exercise any authorities and 
                         powers, or perform any duties and functions described 
                         in subparagraph (IV) above.

          (3) "Change in Control of Quaker" shall be deemed to have occurred if:

                         (I)   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 Quaker, any trustee or 
                         other fiduciary holding securities under an employee 
                         benefit plan of Quaker, or any company owned, directly
                         or indirectly, by the stockholders of Quaker in 
                         substantially the same proportions as their ownership 
                         of stock of Quaker), is or becomes the "beneficial 
                         owner" (as defined in Rule 13d-3 under the Exchange 
                         Act), directly or indirectly, of securities of Quaker 
                         representing 30% or more of the combined voting power 
                         of Quaker's then outstanding voting securities; 
                         provided, however, that this paragraph (a) shall not 
                         apply to any Person who becomes such a beneficial owner
                         of such Company securities pursuant to an agreement 
                         with the Company approved by the Board, entered into 
                         before such Person has become such a beneficial owner 
                         of Company securities representing 5% or more of the 
                         combined voting power of the Company's then outstanding
                         voting securities;

                         (II)  during any period of 24 consecutive months (not 
                         including any period prior to November 13, 1996), 
                         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 Quaker to effect a transaction
                         described in subparagraph (I), (III) (B) or (IV)) whose
                         election by the Board, or whose nomination for election
                         by Quaker's stockholder, 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;
                         
                         (III) the stockholders of Quaker approve (A) a plan of
                         complete liquidation of Quaker or (B) the sale or 
                         disposition by Quaker of all or substantially all of
                         Quaker's assets unless the acquirer of the assets or 
                         its directors shall meet the conditions for a merger or
                         consolidation in subparagraphs (IV) (A) or (IV) (B); or

                         (IV)  the stockholders of Quaker approve a merger or
                         consolidation of Quaker with any other company other 
                         than:

                              (A)   such a merger or consolidation which would
                              result in the voting securities of Quaker 
                              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 Quaker's or such surviving 
                              entity's outstanding voting securities immediately
                              after such merger or consolidation; or

                              (B)   such a merger or consolidation which would
                              result in the directors of Quaker 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 subparagraph (IV), "surviving entity" 
                              shall mean only an entity in which all of Quaker's
                              stockholders immediately before such merger or 
                              consolidation become stockholders by the terms of 
                              such merger or consolidation, and the phrase 
                              "directors of Quaker who were directors 
                              immediately prior thereto" shall include only 
                              individuals who were directors of Quaker 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 Quaker to effect a
                              transaction described in subparagraph (I), (III)
                              (B), (IV) (A) or (IV) (B)) whose election by the
                              Board, or whose nomination for election by 
                              Quaker's stockholders, was approved by a vote of
                              at least two-thirds (2/3) of the directors before
                              the beginning of such period.

          (4)   Notwithstanding anything in subparagraphs (1) through (3) above 
          to the contrary, the voluntary resignation of the Chief Executive 
          Officer, as declared by such officer during the 30-day period 
          following the first anniversary following a change in control of 
          Quaker, in accordance with any consistent with the terms of the Chief
          Executive Officer's Executive Separation Agreement then in effect.

     (b)  An  "officer" shall mean any employee of the Company who is a  Chief
Executive  Officer, President or Vice President (including Senior and Executive
Vice  Presidents) of Quaker, and any other Company employees designated by  the
Committee  as  an officer for purposes of the Program.  Prior to  a  Change  in
Control  of  Quaker an officer shall be considered eligible under the  Program,
subject  to subparagraph 3(a)(1), for so long as the officer holds such  office
while  the  Program  is  in effect.  After a Change in Control  of  Quaker,  an
officer shall continue to be considered eligible under the Program, subject  to
paragraph 3(a)(2).

     4.   SEVERANCE BENEFITS.

     (a)  An eligible officer pursuant to paragraph 3 will be provided the
following severance benefits:

                    (1)  Compensation - Payment to an officer shall be made in 
                    the form of a single lump sum, or equal monthly installments
                    over the Severance Period (as defined below), at the 
                    Committee's  sole  discretion.  The total amount payable in
                    either  form  shall  equal:  (I)  the  officer's  current 
                    annualized  salary  at  the  time  of  termination  (or, if
                    greater,  the  officer's  annualized  salary  in  effect 
                    immediately prior to a Change in Control), plus (II) the 
                    average of the officer's two most recent years' fully paid 
                    management incentive bonuses (or in the event of a Change in
                    Control the bonus shall not be less than the Section 4(a)(1)
                    of the Quaker Salaried Employees Compensation and Benefits
                    Protection Plan) (the "Plan") at the time of termination 
                    (on an annualized basis, if necessary); and the officer's 
                    Severance Period shall be the one year period commencing 
                    with the date following termination of employment (the 
                    "Severance Period").  The single sum payment shall be made,
                    or the monthly installments shall commence, at the officer's
                    usual payroll date next following his date of termination.

                    (2)  Welfare Benefits

                         (I)   During the officer's Severance Period the officer
                         shall be entitled to continued eligibility for health, 
                         medical, dental, life insurance, and accidental death
                         and dismemberment benefits equivalent to those to which
                         the  officer  was  entitled  prior  to  the  officer's 
                         termination of employment (regardless of the form of 
                         compensation benefit to be provided under subparagraph 
                         (1) above).  The  officer  shall  not  be  required to
                         contribute more than the normal cost (including those
                         attributable to changes in levels of benefits) for such
                         benefits as existed immediately prior to the officer's
                         termination of employment.  The Severance Period for 
                         purposes of this subparagraph (2) shall not be applied
                         to reduce the benefit extension period required by the
                         Consolidated Omnibus Budget Reconciliation Act of 1985
                         or any amendment thereto.

                         (II)  If  the  officer's  Severance  Period  above ends
                         within one-year before the officer attains age 55, the
                         officer's inactive service period for purposes of
                         continued eligibility for the welfare benefits 
                         described in subparagraph 3(a)(2)(I) shall be continued
                         until the latter of: (A) the date the officer reaches
                         age 55, and (B) the date the officer completes 10 years
                         of service as required under The Quaker Retiree Medical
                         Plan.  However, no such continuation will be provided 
                         if the officer's Severance Period including such 
                         continuation would be greater than 24 months.

                         (III) If at the end of the officers' Severance Period
                         the officer's age is at least 50 but below 55, and the 
                         officer's years of service and age (including any 
                         completed months) totals 70 or more, the officer will 
                         continue to be eligible for the welfare benefits 
                         described in subparagraph 3(a)(2)(I) until the earlier
                         (A) of the date the employee attains age 55, and (B) 
                         the date one year after the end of the officer's 
                         Severance Period.  Also, if the benefit extension 
                         period required by the Consolidated Omnibus Budget 
                         Reconciliation Act of 1985 ("COBRA") ends before the 
                         officer attains age 55, the officer will be provided 
                         continued medical and dental benefit coverage under 
                         the same terms as the COBRA benefit extension until 
                         the officer attains age 55.  Also, when the officer 
                         attains age 55, the officer will be deemed eligible 
                         for the Retiree Medical Plan offered to other Quaker 
                         salaried employees retiring at that time. 
                         Notwithstanding the foregoing, this subparagraph 
                         3(a)(2)(III) will only be effective for employees 
                         receiving notices of termination during the period
                         January 1, 1994 through December 31, 1998.

                         (IV)  Any period for which an officer is provided
                         welfare benefits at normal cost under this 
                         subparagraph (2) shall not be applied to reduce 
                         the benefit extension period required by COBRA or 
                         any amendment thereto.

     (b)  All benefits to be paid or provided pursuant to subparagraph 4(a)
shall be in  addition  to,  and shall not be reduced by, any other benefits  
payable  or provided by separate agreement with the officer, or plan or 
arrangement of the Company,  except  as  follows.  If an officer is also 
eligible  for  severance benefits  to  be  paid  and provided pursuant to 
the Plan,  and/or  The  Quaker Severance  Pay Plan (the "Severance Plan"), 
the greater amount of  compensation and longer severance period with respect 
to welfare benefits, shall be provided in accordance with and pursuant to the 
terms of the Plan, the Severance Plan or Program  as  the  case  may be.  
In no event will an  officer  be  entitled  to duplicative benefits under the 
Plan, the Severance Plan and the Program. 

     (c)  Any severance benefits payable under the Program to an officer who 
dies prior to full payment of such benefits shall be paid to the officer's 
estate.

     (d)  Notwithstanding any other provision of the Program, severance benefits
furnished hereunder shall be subject to the following terms and conditions:

                    (1)  If the making of severance benefit payments pursuant
                    to subparagraph 4(a) would subject the officer to an excise 
                    tax under Section 4999 of the Internal Revenue Code of 1986,
                    as amended, or would result in the Company's loss of a 
                    federal income tax deduction for those payments (either of 
                    these consequences is referred to individually herein as a 
                    "Tax Penalty"), then such severance benefit payments shall 
                    be reduced to the extent necessary to avoid the imposition 
                    of such Tax Penalty.  The preceding sentence shall not apply
                    if such officer: (I) is entitled to a tax reimbursement for
                    such Tax Penalty under any other agreement, plan or program
                    of the Company, or (II) may disclaim any portion of or all
                    benefits payable under this or any other agreement, plan or
                    program of the Company in order to avoid such Tax Penalty.

                    (2)  If the officer and the Company shall disagree as to 
                    whether the furnishing or a benefit under the Program would
                    result in the imposition of a Tax Penalty, the matter shall
                    be resolved by an opinion of counsel chosen by the employee
                    and reasonably satisfactory to the Company.  The Company 
                    shall pay the fees and expenses of such counsel and shall 
                    make available to counsel such information as may be 
                    reasonably necessary to prepare the opinion.
          
     5.   NONASSIGNMENT.  No benefits payable under the Program shall be subject
in any  manner  to  assignment, anticipation, alienation, sale, transfer,  
pledge, encumbrance, or charge, and any such attempted action shall be void and 
no such benefit  shall  be  in  any manner liable for or subject  to  debts,
contract, liabilities, engagements, or torts of any officer.  If any officer 
shall become bankrupt  or  shall  attempt to anticipate, alienate, sell,  
transfer,  assign, pledge, encumber, or charge any amount or benefit payable 
under the plan, then the  Committee  in its discretion may hold or apply such 
benefit  or  any  part thereof to or for the benefit of such officer or 
officer's beneficiary, spouse, children,  blood  relatives, or other dependents,
in such manner  and  in  such proportions as the administrator may consider 
proper.

     6.   AMENDMENT AND TERMINATION.  Quaker, by action of its Board,  or  the
Compensation Committee thereof, shall have the right to amend or terminate this
Program;  provided,  however, that no such amendment shall  alter,  modify,  or
rescind  coverage or benefits with respect to terminated officers eligible  for
severance benefits under paragraph 3 of the Program; and in no event shall  the
Program be amended or terminated during the five-year period following a Change
in  Control  of  Quaker  in  a manner which would reduce  payments  or  benefit
extension periods.

     7.   CONTINUED EMPLOYMENT.  Neither the Program nor any of its provisions 
shall be  construed as giving any officer of the Company a right to continue in
the employ  of  the Company, or as a limitation of the Company's right to 
discharge any of its employees, with or without cause.

     8.   SUCCESSORS.  The Program shall be binding upon any successor of  the
Company  whether by merger, consolidation, or sale of all or substantially  all
of the Company's assets.

     9.   GOVERNING LAW.  The Program shall be construed and enforced according
to the Employee Retirement Income Security Act of 1974 ("ERISA"), and the laws 
of the  State  of Illinois, other than its laws respecting choice of law,  to 
the extent not preempted by ERISA.

          IN  WITNESS  WHEREOF, this Program is executed by a  duly  authorized
officer of Quaker.

                                 THE QUAKER OATS COMPANY
                                 
                                 
                                 
                                 
July 15, 1997                    By: /s/Douglas J. Ralston
                                     Its Senior Vice President