Exhibit 10(e)(3)                           
                           
                           
                           SECOND AMENDMENT
                                TO THE
                      DEFERRED COMPENSATION PLAN
               FOR DIRECTORS OF THE QUAKER OATS COMPANY
      (As Amended and Restated Effective as of November 1, 1996)
                                   

     WHEREAS,  the  Deferred  Compensation  Plan for  Directors  of  The
  Quaker Oats Company, 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, certain amendments to the Plan are necessary in order to
  implement   changes  to  the  compensation  package  for   nonemployee
  directors previously approved by the Board;

     NOW,  THEREFORE, the Plan is hereby amended effective January  1,
  1999, as follows:

     1.    By  substituting  the following for the  last  sentence  of
     Section 3 of the Plan:
     
     "Any  election  for deferrals effective on and after  January  1,
     1999  shall  result in Deferred Amounts being carried  as  Common
     Stock Units during the period of deferral."
     
     2.   By substituting the following for Section 4.c. of the Plan:
     
     "c.  Transfer  Between  Accounts.   Participants  may  transfer
     Deferred Amounts within their account from Cash Units into Common
     Stock Units upon application to the Secretary of the Company  and
     approval  by  the  Company's legal advisors.   Participants  with
     Common  Stock Units credited to their account as of December  31,
     1998,  may  transfer such Deferred Amounts to Cash  Units  on  or
     prior to December 31, 1999, upon application to the Secretary  of
     the  Company and approval by the Company's legal advisors.   With
     respect  to  a  Participant  whose  Termination  of  Service  has
     occurred  before  January  1,  1999,  Deferred  Amounts  may   be
     transferred within their account from Cash Units to Common  Stock
     Units  or  from Common Stock Units to Cash Units upon application
     to  the  Secretary of the Company and approved by  the  Company's
     legal advisors.  Any such transfers normally shall be made during
     the  ten business days commencing on the third and ending on  the
     twelfth  business  day  following the release  of  quarterly  and
     annual summary statements of the Company's sales and earnings."
     
     3.   By  substituting  the following for the second paragraph  of
     Section 5 of the Plan:
     
     "All  payments  of Deferred Amounts carried as Cash  Units  under
     this Plan shall be made in cash out of the general assets of  the
     Company.   The  amount of each annual installment  payment  to  a
     Participant shall be determined by dividing the Cash Units in the
     Participant's account by the number of installments remaining  to
     be  paid.   All  payments of Deferred Amounts carried  as  Common
     Stock  Units  under  this Plan shall be made  in  shares  of  the
     Company's  Common  Stock.  The number of shares  of  each  annual
     installment  payment  to  a Participant shall  be  determined  by
     dividing  the Common Stock Units in the Participant's account  by
     the number of installments remaining to be paid."
     
     IN  WITNESS WHEREOF, this Amendment is executed below by  a  duly
  authorized officer of the Company.


                                   THE QUAKER OATS COMPANY



Date:  March 17, 1999              By: /s/ John G. Jartz
                                       Its Senior Vice President