Exhibit 3(b)                                  




                                  B Y L A W S

                                      OF
                                       
                            THE QUAKER OATS COMPANY
                                       
                        AS AMENDED - SEPTEMBER 9, 1998
                                       
                         EFFECTIVE - SEPTEMBER 9, 1998



                                  
                                  


                                  
                                  
                                  B Y L A W S

                                      OF
                                       
                            THE QUAKER OATS COMPANY
                                       



CORPORATE OFFICES AND SEAL

     Bylaw 1 - The principal and registered office of this Corporation shall be
at 820 Bear Tavern Road, West Trenton, Mercer County, New Jersey.

      Bylaw  2 - The Corporation shall also have and maintain a general  office
and place of business at the City of Chicago in the State of Illinois, where it
may  keep  all  books, records, documents, and papers; it  may  also  establish
offices in such other states and foreign countries as the board shall from time
to time determine.

      Bylaw 3 - The Corporate Seal shall have inscribed thereon the name of the
Corporation, the state of its organization, and the words "Corporate Seal."


CAPITAL STOCK AND TRANSFERS THEREOF

      Bylaw  4 - Certificates of stock in the Corporation shall be in the  form
adopted  by the board, and be consecutively numbered; they shall be  signed  by
the  Chairman of the Board of Directors, the President or a Vice President  and
either  the  Treasurer  or  an Assistant Treasurer,  or  the  Secretary  or  an
Assistant  Secretary, whose signatures may be facsimiles.   The  names  of  the
owners  of such shares, the dates of issue, and the certificate numbers thereof
shall be entered upon the Corporation's books.  The board shall appoint one  or
more transfer agents, and also one or more registrars of transfers, outside  of
the  State of New Jersey, and shall require all valid certificates of stock  in
the Corporation to bear the countersignatures of one such agent, which may be a
facsimile, and one such registrar.  The same bank or trust company may  act  as
both transfer agent and registrar.

      Bylaw 5 - Transfers of shares of stock in the Corporation upon the  books
of  the Corporation shall be made only by the holders thereof in person  or  by
attorney thereunto duly authorized in writing.  Outstanding certificates for  a
like  number of shares shall be surrendered and cancelled at the time  of  such
transfers, except as provided in Bylaw 8.




      Bylaw  6  -  For the purpose of determining the shareholders entitled  to
notice of or to vote at any meeting of shareholders or any adjournment thereof,
or  for the purpose of determining shareholders entitled to receive payment  of
any dividend or allotment of any right, or for the purpose of any other action,
the  board  may  fix,  in  advance, a date as the  record  date  for  any  such
determination of shareholders.  Such date shall not be more than  60  nor  less
than  10  days before the date of such meeting, nor more than 60 days prior  to
any other action.

      Bylaw 7 - The Corporation shall be entitled to treat the record holder of
any  share  or  shares of stock, as shown by its books, as the sole  legal  and
equitable  owner  and holder thereof, and shall not be bound to  recognize  any
interest  or claim on the part of others, whether it shall have notice  thereof
or not, save as expressly provided otherwise by the laws of New Jersey.

      Bylaw  8 - The board may issue or cause to be issued new certificates  of
stock  to replace certificates of stock alleged to have been lost or destroyed,
upon such reasonable terms and conditions as may be prescribed by the board  to
protect the interests of the Corporation.


SHAREHOLDERS

     Bylaw 9 - Meetings of the shareholders of the Corporation shall be held at
such  place, within or without the State of New Jersey, as may be fixed by  the
board from time to time.

      Bylaw  10  -  The  annual  meeting of the shareholders  for  election  of
directors  and  transaction  of other business shall  be  held  on  the  second
Wednesday  of  May  in  each  year at the hour of nine-thirty  o'clock  in  the
forenoon, or at such other time as may be fixed by the board.  Directors  shall
be  elected by ballot and a plurality vote.  Written notice of the time, place,
and purpose or purposes of every regular meeting of shareholders shall be given
not  less than 10 nor more than 60 days before the date of the meeting,  either
personally  or by mail, to each shareholder of record entitled to vote  at  the
meeting.

      Bylaw  11 - Special meetings of the shareholders for purposes allowed  by
law  may  be  held  at any time when called by the Chairman  of  the  Board  or
President, or upon resolution or written request of a majority of the board  or
of a majority of the executive committee.  If a special meeting of shareholders
is  duly  called  pursuant  to  this Bylaw  11  or  by  a  court  of  competent
jurisdiction  pursuant  to statute, then the board shall  set  the  record  and
meeting  date  for  such  special meeting in accordance with  applicable  legal
requirements.  Written notice of the time, place, and purposes of every special
meeting  of shareholders shall be given not less than 10 nor more than 60  days
before  the  date  of  the  meeting, either personally  or  by  mail,  to  each
shareholder of record entitled to vote at the meeting.  Only 


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those matters  set forth in the notice of the special meeting may be considered 
or acted upon  at such special meeting, unless otherwise provided by law.



     Bylaw 12 - If a shareholder desires to submit a proposal for consideration
at an annual shareholders' meeting, written notice of such shareholder's intent
to  make  such  a proposal must be given and received by the Secretary  of  the
Corporation  at  the principal executive offices of the Corporation  either  by
personal delivery or by United States mail not later than 90 days prior to  the
anniversary  date  of  the immediately preceding annual meeting.   Each  notice
shall  describe  the  proposal in sufficient detail  for  the  proposal  to  be
summarized on the agenda for the meeting and shall set forth (i) the  name  and
address, as it appears on the books of the Corporation, of the shareholder  who
intends to make the proposal; (ii) a representation that the shareholder  is  a
holder  of record of stock of the Corporation entitled to vote at such  meeting
and  intends  to  appear in person or by proxy at the meeting to  present  such
proposal; and (iii) the class and number of shares of the Corporation which are
beneficially owned by the shareholder.  In addition, the notice shall set forth
the  reasons  for  conducting such proposed business at  the  meeting  and  any
material  interest of the shareholder in such business.  The presiding  officer
of  the  annual  meeting shall, if the facts warrant, refuse to  acknowledge  a
proposal  not  made in compliance with the foregoing procedure,  and  any  such
proposal  not  properly  brought before the meeting shall  not  be  transacted.
Nothing  contained in this Section shall be deemed to decrease any time  period
set  forth in the Securities Exchange Act of 1934, as amended, or any  rule  or
regulation of the Securities and Exchange Commission thereunder.

      Bylaw  13 - Unless otherwise provided in the certificate of incorporation
or the laws of New Jersey, the holders of shares entitled to cast a majority of
the  votes  at  a  meeting  shall  constitute  quorum  at  such  meeting.   The
shareholders  present  in person or by proxy at a duly  organized  meeting  may
continue  to  do business until adjournment, notwithstanding the withdrawal  of
enough  shareholders  to  leave less than a quorum.  Less  than  a  quorum  may
adjourn the meeting.  Whenever the holders of any class or series of shares are
entitled to vote separately on a specified item of business, the provisions  of
this  section shall apply in determining the presence of a quorum of such class
or series for the transaction of such specified item of business.

      Bylaw  14  -  The  Chairman of the Board shall act as  chairman  of  each
shareholders'  meeting.  If he is absent, the President  or  a  Vice  President
shall so act.  If all of the foregoing are absent, then the meeting itself by a
majority vote in interest may select some shareholder present to preside, which
vote  shall  be recorded in the minutes.  The Secretary of the Corporation,  if
present,  shall  act  as  secretary  of each  shareholders'  meeting.   If  the
Secretary  of the Corporation is absent, an Assistant Secretary shall  so  act.
If  all  of  the  foregoing are absent, then 

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the chairman of the meeting  shall designate a person  to  act as secretary.  A 
declaration by the chairman that any resolution has  been  duly carried, and an 
entry to that effect in the minutes of the meeting, shall, in all cases where a 
poll in not demanded,  be  competent  and  sufficient  evidence of the fact and 
legality of adoption of such resolution.

      Bylaw  15  -  (a) At all elections of directors by the shareholders,  two
independent inspectors of election shall be chosen by the presiding officer  of
the meeting; they need not be shareholders, but in no case shall they be either
employees  of  the Corporation or candidates for the office of director.   Each
inspector  shall  take  and sign an oath faithfully to execute  the  duties  of
inspector at such meeting with strict impartiality and according to the best of
his  ability, and shall perform such duties as are provided by the laws of  New
Jersey.

      (b)   At  all  elections of directors by the shareholders,  all  proxies,
ballots,  and voting tabulations that identify how shareholders voted  will  be
kept  confidential  and not be disclosed to any of the directors,  officers  or
employees  of  the  Corporation  except when disclosure  is  mandated  by  law,
expressly  requested by a shareholder, or during a contested election  for  the
board.

      (c)   The  same voting procedure shall be followed with regard  to  other
matters submitted to shareholders for their vote.

      Bylaw 16 - The officer or agent having charge of the stock transfer books
for  shares  of the Corporation shall make and certify a complete list  of  the
shareholders  entitled to vote at a shareholders' meeting  or  any  adjournment
thereof.  Such list shall

     (a)  be arranged alphabetically within each class and
          series, with the address of, and the number of shares
          held by, each shareholder;

     (b)  be produced at the time and place of the meeting;

     (c)  be subject to the inspection of any shareholder during the
          whole time of the meeting; and

     (d)  be prima facie evidence as to who are the shareholders
          entitled to examine such list or to vote at any
          meeting.

     Bylaw 17 - Except as otherwise provided by law, if any shareholder desires
to  solicit  written  consents for action to be taken by  shareholders  of  the
Corporation  without a meeting, prior written notice of any  such  solicitation
must be given and received by the Secretary of the Corporation at the principal
executive  offices of the Corporation either by personal delivery or by  United
States mail not later than 45 days prior to the date such written consents,  or
soliciting material relating thereto, are 


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first published, sent or given to any shareholder.   Such notice shall describe 
the matter for which written  consent is  being sought and shall  set forth (i) 
the name and address, as it appears  on  the  books  of the Corporation, of the 
shareholder who seeks  the  written  consent; (ii)  a  representation  that the 
shareholder is a holder of record of stock of the Corporation entitled to  vote 
on the matter for which written  consent  is being  sought  and intends to vote 
on the matter for which written  consent  is  being sought; and (iii) the class 
and number of shares of the  Corporation  which  are  beneficially owned by the 
shareholder. In addition, the notice shall set forth the reasons for conducting 
such  proposed  business  by  means  of  the  written  consent and any material 
interest of the  shareholder  in  such  business.  No  action  taken by written 
consent   shall  be   valid  unless  taken in  accordance  with  the  foregoing
procedures.


BOARD OF DIRECTORS

     Bylaw 18 - The property, affairs, and business of the Corporation shall be
managed and controlled by a board of directors.  The number of directors  shall
be  determined  in  accordance  with  the  provisions  of  the  certificate  of
incorporation.   The directors shall be divided into three classes,  designated
Class  I,  Class  II  and Class III.  Each class shall consist,  as  nearly  as
possible, of one-third of the total number of directors constituting the entire
board  of directors.  At each annual meeting of shareholders beginning in 1984,
successors to directors whose terms expire at that annual meeting shall  be  of
the  same class as the directors they succeed, and shall be elected for  three-
year terms.

      Bylaw 19 - A director shall hold office until the annual meeting for  the
year  in which his or her term expires and until his or her successor shall  be
elected  and  shall  qualify, subject, however, to  prior  death,  resignation,
retirement,  or removal from office.  Any newly created directorship  resulting
from  an increase in the number of directors and any other vacancy on the board
of directors, however caused, may be filled by a majority of the directors then
in  office,  although  less  than a quorum, or by a  sole  remaining  director;
provided  that if the number of directors is increased, not more than two  such
newly  created  directorships  may be filled by the  directors  in  any  period
between  annual meetings of shareholders.  Any director so elected  to  fill  a
vacancy shall, without regard to the class in which such vacancy occurred, hold
office  until the next succeeding annual meeting of shareholders and until  his
or her successor shall have been elected and qualified.  The term of a director
elected  by shareholders to fill a newly created directorship or other  vacancy
shall  expire at the same time as the terms of the other directors of the class
in which the vacancy occurred.

     
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     Bylaw 20 - Regular meetings of the board shall be held six times each year
at  such time and place as the board may determine, subject to the right of the
Chairman  of  the Board, the President, or the executive committee,  by  notice
required for a special meeting of the board, to change the time or place  of  a
regular  meeting.   Except  as aforesaid, no notice of  a  regular  meeting  is
required.

     Bylaw 21 - Special meetings of the board may be held at any time and place
whenever  called by the Chairman of the Board, the President, or any  three  of
the  directors.  Notice to each director of the time and place of  the  meeting
shall  be  mailed  not  less than three calendar days before  the  meeting,  or
telegraphed  or telephoned or delivered to his office not less  than  24  hours
before the meeting.

      Bylaw  22  -  A majority of the board shall constitute a quorum  for  the
transaction  of business, but any less number present may adjourn  the  meeting
from time to time.

      Bylaw  23  - In addition to the powers specifically enumerated  in  these
Bylaws,  the  board  shall also have, and may exercise, all other  and  further
powers, privileges, and authority expressly or impliedly conferred upon them by
the Statues of New Jersey and the articles of incorporation of the Corporation.


EXECUTIVE COMMITTEE

      Bylaw  24  - The board shall appoint from among its members an  executive
committee  of  not  less than four and not more than 10 regular  members.   The
board  may also designate one or more of its members as alternates to serve  as
members of the executive committee in the absence of a quorum of that committee
at any regular or special meeting.

       (a) The executive committee shall have the powers of the
           board in the management of the business, affairs, and
           property of the Corporation during the intervals
           between the meetings of the board, except that the
           executive committee shall not:

              (i)   make, alter or repeal any Bylaw of the
                    Corporation;

             (ii)   elect or appoint any director, or remove
                    any officer or director;

            (iii)   submit to shareholders any action that
                    requires shareholders' approval; or

             (iv)   amend or repeal any resolution theretofore
                    adopted by the board which by its terms
                    is amendable or repealable only by the board.

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       (b) Regular meetings of the executive committee may be
           held without notice at such time and place as shall
           from time to time be determined by the executive
           committee or by the board.

       (c) Special   meetings   of   the   executive   committee   
           may   be called by the President, or the Chairman of 
           the Board, or by any two regular members of the committee 
           by causing 24 hours' notice of the time and place thereof
           to be given to each regular member by mail or by
           telegram or by telephone, or by delivery to his
           office, but any regular member may waive such notice.
           The purpose of the meeting need not be stated in the
           notice or waiver of notice.

       (d) Whenever it appears that a quorum of regular members
           will not present at a meeting, the Secretary may
           request the attendance of an alternate member, who,
           if he attends, and if his attendance is necessary
           to obtain quorum, shall be deemed a regular member
           of the executive committee for the purposes of such
           meeting.

       (e) Any regular or special meeting of the executive
           committee may be adjourned and no notice need be
           given of the adjourned meeting whether or not a
           quorum shall be present.

       (f) A majority of members of the executive committee shall
           constitute a quorum.  Actions taken at a meeting of
           the executive committee shall be reported to the board
           at its next meeting following such executive committee
           meeting; except that, when the meeting of the board is
           held within two days after the executive committee
           meeting, such report shall, if not made at the first
           meeting, be made to the board at its second meeting
           following such executive committee meeting.


OTHER COMMITTEES

      Bylaw  25  - The board by resolution adopted by a majority of the  entire
board may appoint from among its members one or more other committees, each  of
which shall have one or more members.


MEETINGS AND ACTION OF DIRECTORS WITHOUT A MEETING

      Bylaw 26 - Any or all directors may participate in a meeting of the board
or  executive  committee  by  means of conference telephone  or  any  means  of
communication  by which all persons participating in the meeting  are  able  to
hear each other.


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      Any  action  required or permitted to be taken pursuant to  authorization
voted  at a meeting of the board or executive committee may be taken without  a
meeting if, prior or subsequent to such action, all members of the board or  of
the  executive  committee, as the case may be, consent thereto in  writing  and
such  written  consents are filed with the minutes of the  proceedings  of  the
board or executive committee.


OFFICERS

      Bylaw  27  - The officers of the Corporation shall be a Chairman  of  the
Board,  a President, one or more Vice Presidents, a Treasurer, and a Secretary,
and  such  additional officers and such assistant officers  as  may  be  deemed
necessary  from time to time by the board or the executive committee.   One  or
more  Vice  Presidents  may be designated as Executive Vice  Presidents  or  as
Senior  Vice Presidents or as other types of Vice Presidents.  The Chairman  of
the  Board,  President, Treasurer, Secretary and any Vice  President  reporting
directly  to the Chairman of the Board or President shall either be elected  by
the  board or the executive committee.  Any other officers shall be elected  by
the  board  or the executive committee or be appointed by the Chairman  of  the
Board.   Each officer shall hold office for a term expiring at the first  board
meeting  following  the  annual  meeting of  the  shareholders  and  until  his
successor  is  elected,  but subject to removal by  the  board,  the  executive
committee or Chairman of the Board at any time.  Salaries of officers who  must
be  elected by the board or executive committee shall be fixed by the board  or
the  executive  committee.  Salaries of other officers and  assistant  officers
shall  be fixed by the board, the executive committee, or the Chairman  of  the
Board.

      Bylaw 28 - The Chairman of the Board shall be the Chief Executive Officer
of  the  Corporation  and shall have general supervision of  its  business  and
affairs, subject, however, to control of the board and the executive committee.
He  shall  be a regular member of the executive committee and shall preside  at
all meetings of the shareholders, the board, and the executive committee.

      Bylaw 29 - The President shall serve as a regular member of the executive
committee  and shall have such other powers and duties as shall be assigned  to
him  by the board or the executive committee or the Chairman of the Board.   In
the  absence of the Chairman of the Board, he shall preside at meetings of  the
board and of the executive committee.

      Bylaw 30 - The Vice Presidents shall have such powers and duties as shall
be  assigned to them by the board, the executive committee, or the Chairman  of
the  Board.  The President or the Senior or Executive Vice President  with  the
longest service with the Corporation who is a member of the executive committee
and  who  is  present and able to act shall have the powers and duties  

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of the Chairman of the Board during his absence or inability to act.


      Bylaw  31  - The Treasurer shall have custody of the corporate funds  and
securities.   He  shall keep full and accurate accounts  of  all  receipts  and
disbursements  and generally shall perform all the duties usually  incident  to
the office of Treasurer and shall have such other powers and duties as shall be
assigned  to him by the board, the executive committee or the Chairman  of  the
Board.

     Each Assistant Treasurer shall have power to act in the place and stead of
the  Treasurer in case of his absence or inability to act, and shall have  such
other powers and duties as shall be assigned to him by the board, the executive
committee or the Chairman of the Board.

      Bylaw  32  - The Secretary shall have custody of the corporate  seal  and
shall be present at and make a true record of the votes and proceedings of  all
meetings of the shareholders, the board, and the executive committee.  He shall
supervise the giving and mailing of all notices of shareholders' and directors'
meetings;  shall  have  charge of the certificate books,  transfer  books,  and
capital  stock  ledgers; and generally shall perform all the  duties  and  have
charge  of  all  other  books  and papers usually incident  to  the  office  of
Secretary.  He shall have such other powers and duties as shall be assigned  to
him by the board, the executive committee or the Chairman of the Board.

     Each Assistant Secretary shall have power to act in the place and stead of
the  Secretary in case of his absence or inability to act, and shall have  such
other powers and duties as shall be assigned to him by the board, the executive
committee or the Chairman of the Board.

      Bylaw  33  -  Unless  otherwise ordered by the  board  or  the  executive
committee,  the Secretary, and in case of his absence or inability  to  act  an
Assistant Secretary, shall have the power, and it shall be his duty, to vote in
the name and behalf of the Corporation all stock held by it in other companies;
and  the  Chairman  of  the  Board, President, or a  Vice  President,  and  the
Secretary or an Assistant Secretary, shall have the power to execute an deliver
proxies  for  the purpose of voting such stock; but the board or the  executive
committee  may  by resolution confer such power to vote and to execute  proxies
upon  any other person or persons, and in all cases may instruct how such stock
shall be voted at any meeting or election.

      Bylaw  34  -  The  board or the executive committee shall  by  resolution
designate  one or more banks as authorized principal depositories of the  funds
and  securities of the Corporation and appoint and authorize officers of  other
persons to sign checks thereon and otherwise control and dispose of such  funds
and  securities.   The  Treasurer  or any two other  elected  officers  of  the
Corporation  may designate other banks as secondary 


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depositories in  connection with  the  business of the Corporation, and appoint 
and  authorize  officers  or other  persons to sign checks thereon or otherwise 
control and dispose of funds therein.

      All notes payable issued by the Corporation shall be signed in its behalf
by  such officer or officers of the Corporation authorized for that purpose  by
the board or the executive committee.


FISCAL YEAR AND DIVIDENDS

     Bylaw 35 - The fiscal year of the Corporation shall begin on the first day
of January in each year.

      Bylaw  36 - Dividends may be declared by the board, from the profits,  at
any  regular  or  special meeting of the board, whenever in their  judgment  it
shall  be consistent with the best interests of the Corporation.  The executive
committee shall also have power, between sessions of the board, to declare  the
usual quarterly dividends on all classes of stock.


AMENDMENTS

      Bylaw  37  -  These Bylaws may be amended, altered or repealed,  and  new
Bylaws may be enacted, only by the affirmative vote of the holders of not  less
than  two-thirds of the outstanding shares of capital stock of the  Corporation
or by a vote of not less than two-thirds of the entire board of directors.


INDEMNIFICATION

      Bylaw  38 - The Corporation shall indemnify any person who is  or  was  a
director,  officer, employee or agent of the Corporation or of any  constituent
corporation absorbed by the Corporation in a consolidation or merger,  and  any
person  who  is or was a director, officer, trustee, employee or agent  of  any
other domestic or foreign corporation and any partnership, joint venture,  sole
proprietorship, trust or other enterprise, whether or not for profit, served by
a  person covered by this Bylaw, serving at the request of the Corporation,  or
of  any  such constituent corporation, or the legal representative of any  such
director,  officer, trustee, employee or agent, against his  reasonable  costs,
disbursements and counsel fees and amounts paid or incurred in satisfaction  of
settlements,  judgments, fines and penalties in connection  with  any  pending,
threatened  or completed civil, criminal administrative or arbitrative  action,
suit  or  proceeding, and any appeal therein and any inquiry, or  investigation
which could lead to such action, suit or proceeding, to the fullest extent  now
or hereafter permitted by New Jersey law.


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      The  Corporation shall pay expenses as they are incurred  by  any  person
covered  by this Bylaw in connection with any proceeding covered by this  Bylaw
in advance of the final disposition of the proceeding to the fullest extent now
or hereafter permitted by New Jersey law.

     Any determination required to be made pursuant to Section 14A3-5(5) of the
New  Jersey Business Corporation Act shall be made only by either (a) the Board
or  a  committee thereof, acting by a majority vote of a quorum  consisting  of
directors  who were not parties to or otherwise involved in the proceeding,  or
(b)  if  such a quorum is not obtainable, or even if obtainable and such quorum
of  the Board or committee by a majority vote of the disinterested directors so
directs, by independent legal counsel in a written opinion, such counsel to  be
designated by the Board and reasonably satisfactory to the person who is  being
indemnified.

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