Exhibit 10(d)                     
                     
                     
                     
                     
                     THE QUAKER OATS COMPANY
                  EXECUTIVE INCENTIVE BONUS PLAN
                                 
              (To be effective as of January 1, 1999,
         subject to shareholder approval on May 12, 1999)
                                 
                             ARTICLE I
                              PURPOSE

The  purposes  of  the  Plan are to promote  the  success  of  the
Company;  to  provide  designated  Executive  Officers   with   an
opportunity to receive incentive compensation dependent upon  that
success; to attract, retain and motivate such individuals; and  to
provide  Awards  that  are "performance-based compensation"  under
Code  Section 162(m).

                            ARTICLE II
                            DEFINITIONS

2.1  General Definitions

          (a)       Adjusting  Operating Income.  Operating Income 
     adjusted for rent  on leased assets and  certain costs and/or 
     benefits  of  international   businesses,  as  defined by the 
     Company's  Policies  and   Procedures  Manual,  which are not 
     included in Operating Income.
     
          (b)       Award. An incentive award made pursuant to the 
     Plan.
     
          (c)       Award Schedule. The Award Schedule established 
     pursuant to Section 4.1.
     
          (d)       Beneficiary.   The person(s) designated by the
     Participant, in writing on a form provided  by the Committee, 
     to receive payments under the Plan in the  event of his death 
     while a Participant  or,  in the absence of such designation,  
     the Participant's estate.
     
          (e)       Board.  The Board of Directors of the Company.
     
          (f)       Cause.  Cause  as  defined  in a Participant's 
     employment agreement with the Company,  as  in  effect at the 
     applicable time or if there is no such contract  in effect at 
     the applicable time, (i) a felony conviction of a Participant 
     or (ii) the willful misconduct or gross negligence materially 
     detrimental to  the Company.
     
          (g)       Code.  The  Internal  Revenue Code of 1986, as 
     amended.
     
          (h)       Committee.  The Compensation  Committee of the 
     Board.
     
          (i)       Company.  The   Quaker  Oats  Company  and its 
     successors.
     
          (j)       Controllable  Earnings.  Controllable Earnings 
     is equal to Adjusted Operating  Income  minus  Capital  Usage 
     Charge. The Capital Usage Charge is calculated by multiplying 
     the Average Invested   Capital,  as  defined by the Company's  
     Policies  and Procedures  Manual,  by the Capital Usage Rate, 
     which is the Company's pre-tax Cost of Capital.  Controllable 
     Earnings  will  exclude  any  unusual one-time items (such as 
     restructuring  charges,  asset  impairments,  and/or gains or 
     losses from divestitures).
     
          (k)       Covered  Employee.  A  covered employee within 
     the meaning of Code Section 162(m)(3).
     
          (l)       Disability.   Total  disability   within   the 
     meaning   of  the  Company's  long-term disability plan as in 
     effect  at the applicable time or if there is no such plan at 
     the  applicable  time,  physical  or  mental   incapacity  as 
     determined solely by the Committee. 
     
          (m)       Earnings Per Share.  Basic or diluted earnings 
     per common share of the Company, as set forth in the  audited
     consolidated  financial statements of  the  Company  and  its
     subsidiaries,adjusted to exclude the effects of extraordinary
     items, restructuring and tax and/or accounting changes,as set
     forth therein.
     
          (n)       Executive   Officer.    A   person  who  is an 
     executive   officer   of   the  Company  for  purposes of the 
     Securities Exchange Act of 1934, as amended.
     
          (o)       Net Sales.  Net sales as set forth in the 
     audited consolidated financial statements of the Company  and  
     its subsidiaries.
     
          (p)       Operating  Income.  The consolidated operating 
     income of the Company  and its subsidiaries, as determined in 
     accordance  with  generally   accepted  accounting principles 
     consistently   applied  by  the  Company  and reported to its 
     shareholders.
     
          (q)       Participant.   An  Executive Officer  selected 
     from time to time by the Committee to participate in the Plan.
     
          (r)       Performance Adjustment. The percentage, as set 
     forth   in  an  Award Schedule, with respect to a Performance 
     Measure, used  for  purposes of determining an Award based on 
     the extent to which  the applicable Performance Goal has been 
     achieved.
     
          (s)       Performance Measure.   One  or  more   of  the 
     following  selected  by  the Committee to measure performance 
     for a Plan  Year:  Adjusted  Operating  Income;  Controllable 
     Earnings;  Earnings  Per  Share; Net Sales; Operating Income; 
     Return  on  Assets;  and  Total  Shareholder   Return.    The 
     Performance  Measure(s)  selected by the Committee  may  vary  
     from  Plan  Year  to  Plan  Year  and  from  Participant   to 
     Participant.   Performance  Measures  for  a Plan Year may be 
     established  on  a  stand-alone  basis, in  tandem  or in the
     alternative.
     
          (t)       Performance  Goal.   The  level of performance 
     established  as  the  Performance  Goal.  With  respect  to a 
     Performance  Measure,  Performance  Goals  may vary from Plan 
     Year to Plan Year and from Participant to Participant.
     



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          (u)       Plan.    The   Quaker  Oats  Company Executive 
     Incentive Bonus Plan.
     
          (v)       Plan Year.  The calendar year.
     
          (w)       Retirement.  Retirement from the employ of the 
     Company  (other than for Cause)  at  or  after the age 65 or, 
     with the advance consent of the Committee, at or after age 55.
     
          (x)       Return on Assets.  Operating Income divided by 
     the average of the identifiable  consolidated  assets  of the 
     Company and its  subsidiaries (excluding corporate) as of the 
     end of the applicable Plan Year and as of the end of the then 
     immediately preceding Plan Year.
     
          (y)       Target Award.  An  amount  established  by the 
     Committee as a Participant's Target Award for purposes of the 
     Plan.  Target Awards may vary from Plan Year to Plan Year and 
     from Participant to Participant.
     
          (z)       Total Shareholder Return.  Total dividends per 
     common share of the  Company  for   the  Plan  Year, plus the 
     closing price of a common  share of  the Company  on the last 
     day  of  the  Plan  Year; divided  by  the closing price of a 
     common share of the Company on the last  day of the preceding 
     Plan Year.
     
          (aa)      Weighting.  The percentage, as set forth in an 
     Award Schedule, that  a  Performance  Measure is weighted for 
     purposes of determining  an Award.   Weightings may vary from 
     Plan Year to Plan Year  and  from Participant to Participant.
     

                            ARTICLE III
                           PARTICIPATION

     The  Committee  shall  select  Participants  from  among  the
Executive  Officers.  The selection of an Executive Officer  as  a
Participant  for a Plan Year shall not entitle such individual  to
be  selected as a Participant with respect to any other Plan Year.
Each  Participant selected for the Plan Year shall not be eligible
for  the  Company's Management Incentive Bonus Plan for that  Plan
Year  and  shall  not  receive  payment  of  a  bonus  thereunder,
regardless of the provisions thereof, or any prior written or oral
agreement made with the Participant.

                            ARTICLE IV
                              AWARDS


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     4.1   Performance Measures and Goals, Target Awards and Award
Schedules.   On  or  before the 90th day of each  Plan  Year,  the
Committee shall establish in writing for such Plan Year;  (a)  one
or more Performance Measures; (b) a Performance Goal and Weighting
for  each such Performance Measure; and (c) a Target Award and  an
Award Schedule for each Participant.  The Award Schedule shall set
forth  the  Participant's Target Award and Performance  Measure(s)
and  shall  include:  (i) for each such Performance  Measure,  the
Performance   Goal,  Weighting  and  Performance  Adjustments   at
specified  levels of performance; and (ii) such other  information
as the Committee may determine.  Once established for a Plan Year,
such items shall not be amended or otherwise modified.

     4.2   Determination of Awards.  As soon as practicable  after
the  close of the Plan Year for which it is made, the actual Award
payable  to  a Participant shall be determined in accordance  with
the  Participant's Award Schedule based on the extent to which the
Performance Goals have been achieved.  The determination of Awards
and the achievement of the Performance Goals shall be certified in
writing  by the Committee, which, in its discretion, may  decrease
but  not increase the amount of the Award otherwise payable  based
on  such  performance.   Anything in this  Plan  to  the  contrary
notwithstanding, the maximum Award payable to any Participant  for
any Plan Year is $5,000,000.

     4.3   Payment of Awards.  Awards shall be paid in a lump  sum
cash payment, as soon as practicable, after the amount thereof has
been  determined  and certified in accordance  with  Section  4.2.
Except  as  otherwise  provided in ARTICLE V,  no  Award  will  be
payable  to any Participant who is not an employee of the  Company
on  the last day of such Plan Year.  The Committee may, subject to
such  terms and conditions and within such limits as it  may  from
time  to  time  establish, (a) permit one or more Participants  to
defer  the receipt of amounts due under the Plan or (b) defer  the
payment  of amounts due under the Plan to the extent that and  for
so long as payment thereof would not be, in the opinion of counsel
to the Company, deductible by the Company for income tax purposes.

                             ARTICLE V
                     TERMINATION OF EMPLOYMENT

     5.1  Death, Disability, Retirement and Other Than Cause.   If
a  Participant's  employment with the Company  terminates  due  to
death,  Disability  or  Retirement,  or  if  the  Participant   is
terminated by the Company other than for Cause, the Participant or
his Beneficiary, as the case may be, will be paid a prorated Award
in  cash at the same time that Awards are otherwise paid under the
Plan.   For  purposes of the foregoing, a prorated Award  will  be
determined  by  multiplying the amount of  the  Award  that  would
otherwise  have  been  payable to the Participant  (determined  in
accordance with Section 4.2) if such Participant's employment  had
not  so  terminated by a fraction, the numerator of which  is  the
number  of  days in the period commencing with the  start  of  the
applicable  Plan  Year and ending with the date as  of  which  the
Participant's employment with the Company so terminated,  and  the
denominator of which is 365.

     
     
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     5.2   Cause.  If a Participant's employment with the  Company
is  terminated for Cause, his right to the payment of an Award and
all  other rights under this Plan will be forfeited, and no amount
will  be  paid  or  payable hereunder to or  in  respect  of  such
Participant.

                            
                            

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                            ARTICLE VI
                          ADMINISTRATION

     6.1.       In  General.  The Committee shall  have  full  and
complete  authority, in its sole and absolute discretion,  (a)  to
exercise  all of the powers granted to it under the Plan,  (b)  to
construe,  interpret  and  implement  the  Plan  and  any  related
document,  (c) to prescribe, amend and rescind rules  relating  to
the Plan, (d) to make all determinations necessary or advisable in
administering the Plan, and (e) to correct any defect, supply  any
omission and reconcile any inconsistency in the Plan.

     6.2   Determinations.  The actions and determinations of  the
Committee or others to whom authority is delegated under the  Plan
on  all matters relating to the Plan and any Awards shall be final
and  conclusive.  Such determinations need not be uniform and  may
be  made selectively among persons who receive, or are eligible to
receive,  Awards under the Plan, whether or not such  persons  are
similarly situated.

     6.3   Appointment of Experts.  The Committee may appoint such
accountants,  counsel, and other experts as it deems necessary  or
desirable in connection with the administration of the Plan.

     6.4   Delegation.  The Committee may delegate to  others  the
authority  to execute and deliver such instruments and  documents,
to  do  all such acts and things, and to take all such other steps
deemed  necessary,  advisable  or  convenient  for  the  effective
administration  of  the  Plan in accordance  with  its  terms  and
purposes,  except  that  the  Committee  shall  not  delegate  any
authority with respect to decisions regarding Plan eligibility  or
the amount, timing or other material terms of Awards.

     6.5  Books and Records.  The Committee and others to whom the
Committee  has  delegated such duties shall keep a record  of  all
their proceedings and actions and shall maintain all such books of
account,  records  and other data as shall be  necessary  for  the
proper administration of the Plan.

     6.6    Payment  of  Expenses.   The  Company  shall  pay  all
reasonable expenses of administering the Plan, including, but  not
limited to, the payment of professional and expert fees.

     6.7   Code  Section 162(m).  It is the intent of the  Company
that  this Plan and Awards satisfy the applicable requirements  of
Code  Section  162(m)  so  that the Company's  tax  deduction  for
remuneration  in  respect of this Plan for services  performed  by
Participants who are or may be Covered Employees is not disallowed
in whole or in part by the operation of such Code Section.  If any
provision  of this Plan or if any Award would otherwise  frustrate
or  conflict  with  such  intent, that  provision  to  the  extent
possible  shall be interpreted and deemed amended so as  to  avoid
such  conflict, and, to the extent of any remaining irreconcilable
conflict with such intent, that provision shall be deemed void  as
applicable to such Covered Employees.


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                            ARTICLE VII
                           MISCELLANEOUS

     7.1.  Nonassignability.   No  Award  shall  be assignable  or
transferable (including pursuant to a pledge or security interest)
other than by will or by laws of descent and distribution.
     
     7.2   Withholding Taxes. Whenever payments under the Plan are
to  be  made or deferred, the Company will withhold therefrom,  or
from   any  other  amounts  payable  to  or  in  respect  of   the
Participant,  an  amount  sufficient  to  satisfy  any  applicable
governmental withholding tax requirements related thereto.
     
     7.3   Amendment or Termination of the Plan.  The Plan may  be
amended or terminated by the Board in any respect except that: (a)
no  amendment may be made after the date on which an  Employee  is
selected  as  a  Participant for a Plan Year that would  adversely
affect  the rights of such Participant with respect to  such  Plan
Year; and (b) no amendment shall be effective without the approval
of  the stockholders of the Company to increase the maximum  Award
payable  under  the Plan or if, in the opinion of counsel  to  the
Company,  such  approval is necessary to satisfy  the  intent  set
forth in Section 6.7.

     7.4   Payments  to  Other Persons.  If payments  are  legally
required  to be made to any person other than the person  to  whom
any  amount is payable under the Plan, such payments will be  made
accordingly.  Any such payment will be a complete discharge of the
liability of the Company under the Plan.
     
     7.5   Unfunded Plan.  Nothing in this Plan will  require  the
Company  to  purchase assets or place assets in a trust  or  other
entity  to  which contributions are made or otherwise to segregate
any assets for the purpose of satisfying any obligations under the
Plan.  Participants will have no rights under the Plan other  than
as unsecured general creditors of the Company.

     7.6   Limits of Liability.  Neither the Company nor any other
person  participating in any determination of any  question  under
the  Plan, or in the interpretation, administration or application
of  the  Plan, will have any liability to any party for any action
taken or not taken in good faith under the Plan.
     
     7.7   No  Right of Employment.  Nothing in this Plan will  be
construed  as  creating any contract of employment  or  conferring
upon  any  Employee or Participant any right to  continue  in  the
employ  or  other service of the Company or limit in any  way  the
right  of the Company to terminate the employment or other service
of such person with or without Cause.
     
     7.8  Section Headings.  The section headings contained herein
are  for  convenience only, and in the event of any conflict,  the
text of the Plan, rather than the section headings, will control.


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     7.9   Invalidity.  If any term or provision contained  herein
is  to any extent invalid or unenforceable, such term or provision
will  be  reformed  so that it is valid, and  such  invalidity  or
unenforceability  will  not affect any  other  provision  or  part
hereof.

    7.10  Applicable Law.  The Plan will be governed by  the  laws
of  the  State  of Illinois, as determined without regard  to  the
conflict of law principles thereof.
    
    7.11  Effective  Date.   The Plan shall  be  effective  as  of
January   1,   1999,   subject  to  approval  by   the   Company's
shareholders.




Date: March 17, 1999           By: /s/Pamela S. Hewitt
                                   Senior Vice President