Exhibit 10(f)(3)

                        EXECUTIVE SEPARATION AGREEMENT

          THIS  AGREEMENT is made between The Quaker Oats Company, a New Jersey
corporation  (the  "Company"), and Robert S. Morrison (the "Executive"),  dated
this 13th day of January, 1998.

                               WITNESSETH THAT:

          WHEREAS, the Company  wishes to attract and  retain  well-qualified
executive  personnel and to assure both itself and the Executive of  continuity
of management in the event of any actual or threatened change in control of the
Company;

          NOW, THEREFORE, it is hereby agreed by and between  the  parties  as
follows:

1.   Operation of Agreement.   The "effective date of this Agreement" shall  be
     the  date on which the Executive declares it effective, by notice  to  the
     Company  in  writing, but only if a change in control of the  Company  (as
     defined in Section 2) has occurred on or before the date of the notice.

2.   Change  in Control.   A "change in control of the Company" 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 Company's
         Board  of Directors (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; or
     
     b.  during  any  period  of 24 consecutive months (not  including  any
         period prior to October 22, 1997), 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; or
     
     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)
         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.
          
3.   Employment  Period.   The Company hereby agrees to continue the  Executive
     in  its employ, and the Executive hereby agrees to remain in the employ of
     the  Company,  for  the period commencing on the effective  date  of  this
     Agreement  and ending on the earlier to occur of the third anniversary  of
     such effective date or the 65th birthday of the Executive (the "employment
     period"), to exercise such authorities and powers, and perform such duties
     and  functions, as are commensurate with the authorities and powers  being
     exercised,  and  duties and functions being performed,  by  the  Executive
     immediately prior to the effective date of this Agreement, which  services
     shall  be  performed  at  the current location  where  the  Executive  was
     employed immediately prior to the effective date of this Agreement  or  at
     such other location within a 30-mile radius of such current location.  The
     Executive  shall  not  be  required to accept  any  other  location.   The
     Executive  agrees  that during the employment period he shall  devote  his
     full business time exclusively to his executive duties as described herein
     and perform such duties faithfully and efficiently.

4.   Compensation, Compensation Plans, Benefit Plans, Perquisites.   During the
     employment  period and prior to termination (as defined in Section  5)  of
     the Executive, the Executive shall be compensated as follows:

     a. He  shall  receive  an annual salary which is not less than his
        annual  salary immediately  prior  to  the  effective  date  of this
        Agreement, with the opportunity for increases, from time to time
        thereafter,  which are in accordance  with  the  Company's  regular
        practices.
     
     b. He  shall be eligible to participate on a reasonable basis in bonus,
        stock option, restricted stock and other incentive compensation plans,
        which shall provide benefits comparable to those to which he was
        provided immediately prior to the effective date of this Agreement.
     
     c. He shall  be  eligible  to participate on a reasonable  basis  in
        tax-qualified employee benefit plans (including but not limited to
        pension, profit  sharing  and employee stock ownership plans), and
        supplemental non-qualified  employee  benefit plans  relating
        thereto,  which  shall provide   benefits  comparable  to  those
        to  which  he  was   provided immediately prior to the effective 
        date of this Agreement.
         
     d. He  shall  be  entitled  to  receive  employee  welfare  benefits
        (currently  elected  medical, dental and life  insurance benefits) and
        perquisites  which  are  comparable to those to which he was provided
        immediately prior to the effective date of this Agreement.

5.   Termination.   "Termination" shall mean either  (a)  termination  by  the
     Company of the employment of the Executive with the Company for any reason
     other  than  death,  physical or mental incapacity, or cause  (as  defined
     below);  (b) resignation of the Executive, which, notwithstanding anything
     else  herein to the contrary, may be declared by the executive during  the
     30-day  period  following the first anniversary of the effective  date  of
     this Agreement; or (c) resignation of the Executive upon the occurrence of
     any of the following events:

     (1)  a  significant  change  in the nature or  scope  of  the  Executive's
     authorities, powers, functions, or duties from those described in  Section
     3;
     
     (2) a reduction in total compensation from that provided in Section 4;
     
     (3) the breach by the Company of any other provision of this Agreement; or
     
     (4) a reasonable determination by the Executive that, as a result  of a
         change  in control of the Company his position is significantly
         affected so  that he is unable to exercise the authorities, powers,
         functions or duties attached to his position as described in Section 3.
     
     "Cause"  means  gross misconduct or willful and material  breach  of  this
     Agreement by the Executive.  No act, or failure to act, on the Executive's
     part shall be deemed "willful" unless done, or omitted to be done, by  the
     Executive not in good faith and without reasonable belief that the  action
     or omission was in the best interest of the Company.

6.   Confidentiality.    The  Executive  agrees  that  during  and  after   the
     employment  period, he will not divulge or appropriate to his own  use  or
     the  use  of  others any secret or confidential information  or  knowledge
     pertaining  to  the  business of the Company, or any of its  subsidiaries,
     obtained during his employment by the Company or any of its subsidiaries.

7.   Severance and Benefit Payments.

     a. In the event of termination of the Executive during the employment
        period, the Company shall pay the Executive a lump-sum  severance
        allowance equal to salary and bonus payments for the following  24
        calendar months.  The initial salary rate shall not be less than his
        annual salary immediately prior to termination, or if greater, not less
        than  his  annual salary immediately prior to the change in control of
        the  Company; such salary shall be increased every March 1, thereafter,
        according to the  then  current Hewitt Associate's projection for
        movement in executive base salaries.  The initial bonus  amount shall
        not  be less than the annual  equivalent  of the incentive bonus
        calculated  under Section 4(a)(1) of the Salaried Employees Compensation
        and  Benefits Protection  Plan; such bonus amount  shall be increased
        every  January  1, thereafter, according to the then current Hewitt
        Associates' projection for movement in executive total cash
        compensation.   The lump-sum severance allowance shall not be adjusted
        on a present value basis.
     
     b. In the event of termination of the Executive during the employment
        period, the Company shall also pay the Executive a lump-sum benefit
        payment in an amount equivalent to (1) the benefits he would have
        accrued or been allocated under any tax-qualified employee benefit plan
        (including  but  not  limited to pension, profit  sharing  and  employee
        stock  ownership plans) and any non-qualified supplemental benefit  plan
        relating  thereto, maintained by the Company as if he  had  remained  in
        the  employ of the Company for 24 calendar months after his termination,
        which  benefits will be paid in addition to the benefits provided  under
        such   plans  and  (2)  employee  welfare  benefits  (currently  elected
        coverage  under  the  medical, dental and life  insurance  programs)  to
        which  he  would  have  been entitled under all  such  employee  benefit
        plans,  programs or arrangements maintained by the Company as if he  had
        remained  in the employ of the company for 24 calendar months after  his
        termination.   Such  a  benefit payment shall  be  adjusted  to  include
        expected   increases  to  the  Executive's  salary,  bonus   and   other
        compensation  as  specified in paragraph a. of this  Section  having  an
        effect  on such benefits for such period.  The lump-sum benefit  payment
        shall  not  be  adjusted on a present value basis (except  for  benefits
        accrued in a defined benefit pension plan).
     
     c. The  amount  of  the  severance  allowance  and  benefit  payment
        described in this Section shall be determined and such payment shall be
        made as soon as it is reasonably practicable.
     
     d. The  severance  allowance  and  benefit  payment  to  be  provided
        pursuant  to  this Section 7 shall be in addition to, and shall not be
        reduced   by,  any  other  amounts  or  benefits  provided  by  separate
        agreement  with the Executive, or plan or arrangement of the Company  or
        its  subsidiaries, unless specifically stipulated in an agreement  which
        constitutes an amendment to this Agreement as provided in Section 14.

8.   Make-Whole  Payments.    If any amount payable to  the  Executive  by  the
     Company  or  any  subsidiary  or affiliate  thereof,  whether  under  this
     Agreement or otherwise (a "Payment"), is subject to any tax under  section
     4999  of  the Internal Revenue Code of 1986, as amended, (the "Code"),  or
     any  similar federal or state law (an "Excise Tax"), the Company shall pay
     to  the  Executive an additional amount (the "Make Whole-Amount")which  is
     equal  to (I) the amount of the Excise Tax, plus (II) the aggregate amount
     of  any  interest,  penalties, fines or additions to  any  tax  which  are
     imposed  in connection with the imposition of such Excise Tax, plus  (III)
     all  income,  excise and other applicable taxes imposed on  the  Executive
     under  the  laws  of  any Federal, state, or local  government  or  taxing
     authority  by reason of the payments required under clause (I) and  clause
     (II) and this clause (III).

     a. For  purposes of determining the Make-Whole Amount, the  Executive
        shall  be  deemed  to be taxed at the highest marginal  rate  under  all
        applicable  local, state, federal and foreign income tax  laws  for  the
        year  in  which  the  Make-Whole Amount is paid.  The Make-Whole  Amount
        payable  with  respect to an Excise Tax shall be  paid  by  the  Company
        coincident  with  the  Payment with respect to  which  such  Excise  Tax
        relates.
     
     b. All  calculations under this Section 8 shall be made initially  by
        the  Company and the Company shall provide prompt written notice thereof
        to  the  Executive  to  timely file all applicable  tax  returns.   Upon
        request  of the Executive, the Company shall provide the Executive  with
        sufficient tax and compensation data to enable the Executive or his  tax
        advisor   to   independently   make  the   calculations   described   in
        subparagraph a. above and the Company shall reimburse the Executive  for
        reasonable fees and expenses incurred for any such verification.
     
     c. If the Executive gives written notice to the Company of any
        objection to the results of the Company's calculations within 60 days
        of the Executive's receipt of written notice thereof, the dispute shall
        be  referred for determination to tax counsel selected by the
        independent auditors of the Company ("Tax Counsel").  The Company shall
        pay all fees and expenses of such Tax Counsel.   Pending such
        determination by Tax Counsel, the Company shall pay the  Executive the
        Make-Whole Amount as determined by it in good faith.  The Company shall
        pay the Executive any additional amount determined by Tax Counsel to be
        due  under this Section 8 (together with interest thereon at a rate
        equal to 120% of the Federal short-term rate determined under section
        1274(d) of the Code) promptly after such determination.
     
     d. The determination by Tax Counsel shall be conclusive and  binding
        upon all parties  unless the Internal Revenue Service, a court of
        competent jurisdiction, or such other duly empowered governmental body
        or agency (a "Tax Authority") determines that the  Executive owes a
        greater or lesser amount of Excise Tax with respect to any Payment than
        the amount determine by Tax Counsel.

     e. If a Tax Authority makes a claim against the Executive which, if
        successful, would require the Company to make a payment under this
        Section 8, the Executive agrees to contest the claim on request of the
        Company subject to the following conditions:

        (1)  The Executive shall notify the Company of any such claim within 10
             days of becoming aware thereof.  In the event that the Company
             desires the claim to be contested, it shall promptly (but in no 
             event more than 30 days after the notice from the Executive or such
             shorter time as the Tax Authority may specify for responding to
             such  claim) request the Executive to contest the claim.  The 
             Executive shall not make  any payment of any tax which is the 
             subject of the claim before the  Executive  has  given  the notice 
             or during  the  30-day  period thereafter  unless  the Executive 
             receives written instructions from the Company to make such payment
             together with an advance of funds sufficient  to  make the 
             requested payment plus any  amounts  payable under  this  Section 
             8 determined as if such advance were  an  Excise Tax, in which 
             case the Executive will act promptly in accordance with such 
             instructions.

        (2)  If the Company so requests, the Executive will contest the claim by
             either  paying  the  tax  claimed and  suing  for  a  refund in  
             the appropriate  court or contesting the claim in the United
             States  Tax Court  or  other  appropriate  court, as  directed by
             the  Company; provided,  however, that any request by the Company 
             for the Executive to pay the tax shall be accompanied by an advance
             from the Company to the Executive of funds sufficient to make the
             requested payment plus any amounts payable under this Section 8
             determined as if such advance were an Excise Tax.   If directed
             by the Company in writing the Executive will take all action
             necessary to compromise or settle the  claim, but in no event will 
             the Executive compromise or settle the  claim  or cease to contest
             claim without the written consent  of the  Company; provided, 
             however, that the Executive may take any such action  if  the 
             Executive waives in writing his right  to  a  payment under this 
             Section 8 for any amounts payable in connection with  such claim.
             The  Executive agrees to cooperate in good  faith  with  the 
             Company  in  contesting the claim and to comply with  any  
             reasonable request  from  the  Company  concerning the  contest of
             the  claim, including the pursuit of administrative remedies, the
             appropriate forum for any judicial  proceedings,  and  the  legal  
             basis  for contesting the claim.  Upon request of the Company,
             the  Executive shall take appropriate appeals of any judgment or 
             decision that would require the Company to make a payment under 
             this Section 8.  Provided that  the  Executive  is in compliance 
             with the  provisions  of  this section,  the Company shall be 
             liable for and indemnify the Executive against  any loss in 
             connection with, and all costs  and  expenses, including  
             attorney's fees, which may be incurred  as  a  result  of,
             contesting the claim, and shall provide the Executive within 30
             days after each written request therefor by the Executive cash 
             advances or reimbursement  for all such costs and expenses 
             actually  incurred  or reasonably  expected to be incurred by 
             the Executive as a  result  of contesting the claim.

     f. Should a Tax Authority finally determine that an additional Excise Tax
        is owed, then the Company shall pay an additional Make-Up Amount to the
        Executive in a manner consistent with this Section 8 with  respect to
        any  additional Excise Tax and any assessed interest, fines,  or
        penalties.   If any Excise Tax as calculated by the Company or Tax
        Counsel,  as the case may be, is finally determined by a Tax  Authority
        to  exceed the amount required to be paid under applicable law, then the
        Executive shall repay such excess to the Company, but  such  repayment
        shall be reduced by the amount of any taxes paid by the  Executive  on
        such excess which are not offset by the tax benefit attributable to the
        repayment.

9.   Mitigation and Set Off.   The Executive shall not be required to  mitigate
     the  amount of any payment provided for in this Agreement by seeking other
     employment  or otherwise.  The Company shall not be entitled  to  set  off
     against  the  amounts payable to the Executive under  this  Agreement  any
     amounts  owed to the Company by the Executive, any amounts earned  by  the
     Executive in other employment after termination of his employment with the
     Company,  or any amounts which might have been earned by the Executive  in
     other employment had he sought such other employment.

10.  Arbitration of All Disputes.   Any controversy or claim arising out of or
     relating  to this Agreement or the breach thereof, except with respect to
     Section  8,  shall  be settled by arbitration in the City  of  Chicago  in
     accordance  with  the laws of the State of Illinois by  three  arbitrators
     appointed by the parties.  If the parties cannot agree on the appointment,
     one arbitrator shall be appointed by the Company and one by the Executive,
     and  the  third shall be appointed by the first two arbitrators.   If  the
     first  two  arbitrators  cannot  agree  on  the  appointment  of  a  third
     arbitrator,  then  the third arbitrator shall be appointed  by  the  Chief
     Judge of the United States Court of Appeals for the Seventh Circuit.   The
     arbitration  shall  be  conducted in accordance  with  the  rules  of  the
     American Arbitration Association, except with respect to the selection  of
     arbitrators which shall be as provided in this Section 10.  Judgment  upon
     the  award rendered by the arbitrators may be entered in any court  having
     jurisdiction  thereof.   In  the  event that  it  shall  be  necessary  or
     desirable  for the Executive to retain legal counsel or incur other  costs
     and  expenses  in  connection with enforcement of his  rights  under  this
     Agreement,  Executive shall be entitled to recover from  the  Company  his
     reasonable  attorneys'  fees  and costs and expenses  in  connection  with
     enforcement  of  his rights (including the enforcement of any  arbitration
     award in court).  Payment shall be made to the Executive by the Company at
     the  time these attorneys' fees and costs and expenses are incurred by the
     Executive.  If, however, the arbitrators should later determine that under
     the  circumstances the Executive could have had no reasonable  expectation
     of prevailing on the merits at the time he initiated the arbitration based
     on the information then available to him, he shall repay any such payments
     to the Company in accordance with the order of the arbitrators.  Any award
     of  the  arbitrators shall include interest at a rate or rates  considered
     just under the circumstances by the arbitrators.

11.  Notices.    Any notices, requests,  demands,  and other communications
     provided  for by this Agreement shall be sufficient if in writing and if
     sent  by registered or certified mail to the Executive at the last address
     he  has  filed in writing with the Company or, in the case of the Company,
     at its principal executive offices.

12.  Non-Alienation.    The  Executive shall not  have  any  right  to  pledge,
     hypothecate,  anticipate  or in any way create a  lien  upon  any  amounts
     provided under this Agreement; and no benefits payable hereunder shall  be
     assignable  in anticipation of payment either by voluntary or  involuntary
     acts,  or by operation of law.  Nothing in this paragraph shall limit  the
     Executive's  rights  or powers which his executor or  administrator  would
     otherwise have.

13.  Governing  Law.   The Agreement 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 pre-empted by ERISA.

14.  Amendment.   This Agreement may be amended or canceled by mutual agreement
     of  the parties in writing without the consent of any other person and, so
     long  as  the  Executive lives, no person, other than the parties  hereto,
     shall  have any rights under or interest in this Agreement or the  subject
     matter hereof.

15.  Term.    Unless  the  Executive has theretofore  declared  this  Agreement
     effective,  pursuant to Section 1 of this Agreement, this Agreement  shall
     terminate  prior to a change in control of the Company when the  Executive
     has  terminated  employment  or been placed on  inactive  service  by  the
     Company, or, if later, March 31, 2000.

16.  Successors  to  the Company.   Except as otherwise provided  herein,  this
     Agreement  shall be binding upon and inure to the benefit of  the  Company
     and any successor of the Company.

17.  Severability.    In  the  event  that any provision  or  portion  of  this
     Agreement  shall  be  determined to be invalid or  unenforceable  for  any
     reason,  the  remaining provisions of this Agreement shall  be  unaffected
     thereby and shall remain in full force and effect.

18.  Prior  Agreement.   Any prior Executive Separation Agreement  between  the
     Executive  and  the Company which has not yet terminated pursuant  to  its
     terms,  is  canceled by mutual consent of the Executive  and  the  Company
     pursuant to execution of this Agreement, effective as of the day and  year
     first above written.

          IN WITNESS WHEREOF, the Executive has hereunto set  his  hand and,
pursuant  to  the  authorization from its Board, the Company has  caused  these
presents to be executed in its name on its behalf, and its corporate seal to be
hereunto affixed and attested by its Assistant Secretary, all as of the day and
year first above written.


ATTEST:                          THE QUAKER OATS COMPANY

/s/Gerald A. Cassioppi           /s/Douglas J. Ralston
                                 
Assistant Secretary              Its Senior Vice President

                                 /s/Robert S. Morrison

                                 EXECUTIVE