Exhibit 10(l)
                                       
                                       
                      THE QUAKER 415 EXCESS BENEFIT PLAN
          (As Amended and Restated Effective as of November 1, 1996)
                                       
      The  Quaker  415 Excess Benefit Plan (the "Plan") was originally  adopted
effective as of January 1, 1983, and was amended and restated effective  as  of
November  1,  1996.  The Plan is established and maintained by The Quaker  Oats
Company (the "Company") and is intended to be an unfunded "excess benefit plan"
within  the  meaning of Sections 3(36) and 4(b) (5) of the Employee  Retirement
Income  Security Act of 1974 ("ERISA").  As such, the purpose of this  Plan  is
solely to provide benefits to certain Members of The Quaker Retirement Plan, as
amended  and restated from time to time (the "Retirement Plan"), in  excess  of
the  limitations  on  benefits imposed by Section 415 of the  Internal  Revenue
Code, or any future comparable provision(s) ("Code Section 415").

      The  Company  hereby formalizes the terms and provision of  the  Plan  as
follows:

1.    Each  term  used in this Plan and also used in the Retirement Plan  shall
  have the same meaning herein as under the Retirement Plan.

2.   If, and so long as, a Member (or the Qualified Spouse or other beneficiary
  of a former Member) shall be entitled to receive benefits under the Retirement
  Plan,  the benefits payable under this Plan shall equal:  (a) the "retirement
  income"  (as  calculated under the Retirement Plan), and any other  benefits,
  including benefits distributed upon termination of the Retirement Plan,  that
  such person would have been paid under the Retirement Plan without regard  to
  the  limitation on benefits imposed by Code Section 415; reduced by  (b)  the
  retirement  income and any other benefits that such person actually  receives
  under the Retirement Plan.  Except as provided in Section 4, such amounts
  shall be paid on the same terms and conditions, and at the same times, as they
  would have been paid under the Retirement Plan if no such limitation existed.

3.    The Company may enter into a contract with any Member who is projected to
  be  entitled to receive benefits under this Plan, or with any Member (or  any
  Qualified  Spouse  or other beneficiary) who is entitled to receive  benefits
  under this Plan, stipulating the terms and manner of payments to be made under
  this Plan, but the entitlement of such a person to receive benefits under this
  Plan shall not be conditioned upon the entering into of such a contract prior
  to the entitlement to benefits under this Plan.

4.    Subject to the approval of the Administrator, a Member may elect to  have
  his  entire  benefit  under this Plan paid in the  form  of  an  actuarially-
  equivalent lump sum (instead of the annuity forms contemplated by Section 2)
  as soon as practicable after his benefit under the Retirement Plan commences
  to be paid,  or if he should die prior to such commencement, as soon as
  practicable after his death, if all of the following conditions are satisfied:
  
  (a)  The  Member's election to receive his benefit in the form of a lump  sum
       is  submitted  in  writing to the Administrator  at  least  twelve  (12)
       months  prior  to the day he ceases active employment with the  Company;
       provided,  however, that a Member who submits his lump sum  election  no
       later   than  45  days  after  the  Company  makes  its  first   general
       notification to employees of the availability of the lump  sum  form  of
       payment  under  this  Plan,  shall  be  deemed  to  have  satisfied  the
       requirements of this paragraph (a) if he submits his election  at  least
       15 days before the date his active employment ceases.
     
  (b)  The  Member  also  elects payment in the form of a lump  sum  under  all
       other  non-qualified  defined benefit pension plans  maintained  by  the
       Company  in which the Member participates, including but not limited  to
       The  Quaker  Supplemental Executive Retirement Program  and  The  Quaker
       Eligible Earnings Adjustment Plan.
     
  (c)  The election is submitted on a form prescribed by the Administrator.
     
  A  Member  may  revoke  his  election under  this  Section  4,  but  no  such
  revocation will be effective unless it has been submitted in writing  to  the
  Administrator at least 12 months before the Member ceases active  employment.
  In  addition, the Compensation Committee of the Company's Board of  Directors
  (the  "Compensation  Committee" and the "Board") in its sole  discretion  may
  accelerate  payment of any Member's benefit under this Plan to  such  Member,
  his  Qualified  Spouse  or  his Beneficiary at any time  (regardless  of  his
  employment or retirement status), whether alone or as part of a more  general
  distribution.   Any  such accelerated payment shall be in whatever  form  the
  Compensation Committee determines, including but not limited to a  lump  sum,
  provided  that  the  benefit  paid in such  accelerated  form  shall  be  the
  actuarial  equivalent  of the Member's benefit as of  the  date  distribution
  commences.    Any  such  acceleration  must  be  for  reasons  of  individual
  hardship,  death, changes in tax laws or accounting principles, or any  other
  reasons  which negate or diminish the continued value of benefits under  this
  Plan  to its Members or their Qualified Spouses and beneficiaries or  to  the
  Company,  as determined by the Compensation Committee in its sole discretion.
  For  purposes  of this Section 4, actuarial equivalence shall  be  determined
  using  interest and mortality assumptions consistent with those set forth  in
  the  Retirement  Plan,  except  that in the event  of  a  lump  sum  payment,
  actuarial  equivalence shall be determined on the basis of the interest  rate
  and  mortality  assumptions  prescribed by Section  417(e)  of  the  Internal
  Revenue  Code (as amended by the Small Business Job Protection Act of  1996),
  using  the 30-year Treasury rate published for the third month preceding  the
  month that contains the Member's benefit commencement date.

5.  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 30%  or  more  of
       the  combined  voting  power of the Company'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;

  (b) 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
      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 subparagraphs (d)(1) or (d)(2); 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  "director  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 on 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.

6. This Plan shall not be a funded plan, and the Company shall not set aside
   any funds, or make any investments, for the specific purpose of making
   payments under this Plan, that would make the Plan considered funded under
   ERISA.  Any payments  hereunder shall be made out of the general assets of
   the  Company. Notwithstanding the preceding, the Company may transfer funds
   to and may make payments through an trust which it deems to comply with the
   preceding, in order to meet its obligations under this Plan.

7. The  Company, by action of its Board or the Executive Committee  thereof,
   shall  have  the right at any time to amend this Plan in any  respect  or
   to terminate this Plan; provided, however, that such amendment or termination
   shall  not reduce the benefits payable under this Plan below the benefits  to
   which  any  person  would have been entitled hereunder at the  time  of  such
   amendment or termination.

8. Except  as  otherwise provided herein, the Company shall administer  this
   Plan  and shall have the same powers and duties, and shall be subject to  the
   same limitations as are set forth in the Retirement Plan.

9. The  interest  of any Member and the interest, if any, of  any  Qualified
   Spouse or to other beneficiary of any Member may not be assigned or alienated
   either by voluntary or involuntary assignment or by operation of law.

10.Neither this Plan nor any of its Provisions shall be construed as  giving
   any Member a right to continue in the employ of the Company.

11.Subject to the provisions of Section 7, this Plan shall terminate when the
   Retirement Plan terminates.

IN  WITNESS THEREOF, this Plan is executed by a duly authorized officer of  the
Company.


                                     THE QUAKER OATS COMPANY


March 5, 1997                        By: /s/Douglas J. Ralston
                                    Its: Senior Vice President