Exhibit 10(g)
                                       
                                  THE QUAKER
                   SUPPLEMENTAL EXECUTIVE RETIREMENT PROGRAM
          (As Amended and Restated Effective as of November 1, 1996)


      The  Quaker Supplemental Executive Retirement Program (the "Program")  is
amended  and  restated effective as of November 1, 1996,  by  The  Quaker  Oats
Company.   The Program is intended to be an unfunded plan maintained  primarily
to  provide  deferred  compensation for a select group  of  highly  compensated
employees within the meaning of Sections 201(2),  301(3) and 401(a)(1)  of  the
Employee  Retirement Income Security Act of 1974 and to comply with  Department
of  Labor  Reg.  Section 2520.104-23 thereunder.  The Program  is  intended  to
provide  benefits to certain senior executives of The Quaker  Oats  Company  to
ensure  that  the  overall effectiveness of its executive compensation  program
will attract, retain and motivate qualified senior executives.

                                   SECTION I
                                  DEFINITIONS

When used herein, the following words shall have the meanings below unless  the
context clearly indicates otherwise:

      1.1  "Administrator" means the Senior Vice President - Human Resources of
the Company.

      1.2   "Affiliated  Company" means any trade  or  business  entity,  or  a
predecessor  company of such entity, if any, which is a member of a  controlled
group of corporations of which the Company is also a member.

      1.3   "Average Annual Earnings" means the amount equal to the sum of  the
Participant's  Earnings for the five consecutive calendar  years  during  which
Earnings  were  highest occurring within the Participant's last  ten  Years  of
Service, divided by five.

      1.4   "Basic  Retirement Benefit" means the annual  benefit  to  which  a
Participant  is  entitled in total from the Retirement  Plan,  The  Quaker  415
Excess  Benefit  Plan,  The  Quaker  Eligible  Earnings  Adjustment  Plan,  any
qualified  defined  benefit  pension plan  maintained  by  the  Company  or  an
Affiliated Company, including but not limited to the Fisher-Price Pension Plan,
and any nonqualified defined benefit pension plan maintained by the Company  or
an Affiliated Company, which purpose is to provide benefits not permitted under
a  qualified  defined benefit pension plan pursuant to limits  on  benefits  or
earnings  imposed  by the Internal Revenue Code of 1986, as amended,  including
but  not limited to, Section 404(1) thereof.  In addition to the foregoing, the
Administrator may specify that the pension benefit equivalent (based upon  lump
sum-annuity  factors consistent with those under the Retirement  Plan)  of  any
defined  contribution plan account balance to which a Participant  is  entitled
shall  be included as part of the Participant's Basic Retirement Benefit.   The
preceding  sentence   may not be applied following a Change  in  Control.   The
Basic  Retirement Benefit shall be based upon payments to a Participant in  the
form  of  a  single life annuity commencing on his Retirement  Date  under  the
Program,  with  applicable reductions for early commencement  based  upon  such
adjustment factors as are applied under the Retirement Plan.

      1.5   "Beneficiary" means the beneficiary of a Participant (other than  a
Surviving Spouse) entitled to receive the Participant's death benefit  pursuant
to  a form of benefit elected by the Participant under the Retirement Plan,  if
any.

      1.6  "Board" shall mean the Board of Directors of the Company.

      1.7  "Change in Control" shall mean any of the following events occurring
when:

      (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 "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.

     1.8  "Company" means The Quaker Oats Company and any successor thereto.

     1.9  "Compensation Committee" shall mean the Compensation Committee of the
Board.

      1.10  "Earnings" means the Participant's earnings as that term is defined
for purposes of determining the Participant's Basic Retirement Benefit.

       1.11  "Effective  Date"  means  the  Participant's  effective  date   of
participation  in  the  Program as specified by the Compensation  Committee  as
described in Section II.

     1.12 "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended.

     1.13 "Exchange Act" means the Securities Exchange Act of 1934, as amended.

      1.14  "Management Committee" shall mean the Management Committee  of  the
Company as provided for and described in its Bylaws.

      1.15  "Participant" means any employee of the Company  or  an  Affiliated
Company who meets the eligibility requirements of Section II, and is designated
and approved by the Compensation Committee for participation in the Program  as
described in Section II.

     1.16 "Program" means The Quaker Supplemental Executive Retirement Program.

      1.17 "Retirement Date" means a Participant's Retirement Date as described
in Section III.
      1.18  "Retirement Plan" means The Quaker Retirement Plan as amended  from
time  to  time or any successor thereto.  In the event that a Participant  does
not have any accrued retirement benefit under The Quaker Retirement Plan as  of
his Termination Date, the Administrator may designate another qualified defined
benefit pension plan maintained by the Company or an Affiliated Company as  the
Retirement Plan for such Participant for purposes of the Program.

      1.19  "Supplemental Program Benefit" means the annual benefit payable  in
accordance with the Program.

      1.20 "Surviving Spouse" means the spouse of a Participant who is entitled
to receive the Participant's death benefit under the Retirement Plan, if any.

      1.21  "Termination  Date"  means  the  date  the  Participant  terminates
employment with the Company and its Affiliated Companies.

      1.22  "Years  of  Service" means the Participant's years  of  Service  as
credited to him in the Retirement Plan (for purposes of vesting).  For purposes
of  determining a Participant's or Surviving Spouse's eligibility for  benefits
as  described  in  Sections 3.1, 3.3, and 3.4, the Compensation  Committee  may
designate in writing at any time additional Years of Service to be credited  to
the  Participant  as  of  his Termination Date (to be made  a  part  hereof  in
Schedule A).

                                  SECTION II
                          ELIGIBILITY TO PARTICIPATE

      The Compensation Committee shall designate in writing any employee who is
to  be a Participant and such employee's Effective Date as a Participant (to be
made  a  part  hereof  in Schedule A).  Only employees of  the  Company  or  an
Affiliated Company who are members of the Management Committee, or are officers
of  the  Company or an Affiliated Company, are eligible to become  Participants
and may be designated by the Compensation Committee as a Participant.   Once an
employee  becomes  a  Participant, he shall  remain  a  Participant  until  his
Termination  Date and thereafter until all benefits to which he, his  Surviving
Spouse and Beneficiary are entitled under the Program have been paid.
                                  
                                  SECTION III
                    ELIGIBILITY FOR AND AMOUNT OF BENEFITS

      3.1   Eligibility.   A Participant shall be eligible for and receive  his
Supplemental Program Benefit beginning on his Retirement Date if  either:   (a)
as  of his Termination Date he has attained age 50 or more and has completed 15
or more Years of Service; or (b) his Termination Date coincides with or follows
a  Change  in  Control, regardless of his age or Years of  Service  as  of  his
Termination Date.  With respect to such a Participant whose Termination Date is
on  or before age 55, the Participant's Retirement Date shall be the first  day
of  the month following the date on which the Participant reaches age 55.  With
respect  to  such  a Participant whose Termination Date is after  age  55,  the
Participant's Retirement Date shall be the first day of the month following the
Participant's Termination Date.

     3.2  Retirement Benefit. The Supplemental Program Benefit of a Participant
payable  at his Retirement Date shall be an annual amount, based upon a  single
life  annuity  over  the life of the Participant, equal  to  (a)  less  (b)  as
follows:

     (a)  The  amount  equal  to  the  Participant's  Average  Annual  Earnings
          multiplied  by  the  percentage determined  in  accordance  with  the
          following  table; and if the Participant has been credited  with  any
          additional  Years  of  Service  by  the  Compensation  Committee   in
          accordance with Section 1.22 and as designated in Schedule A, further
          multiplied  by  the  Participant's actual Years of  Service  (without
          taking into account such Additional Years of Service) divided by 15:

          (i)  For  a  Participant who at anytime during the  five-year  period
               ending  on  his  Termination Date has been the  Chief  Executive
               Officer of the Company:

                           Age at                   
                      Termination Date         Percentage
                                          
                    55 or less                      40%
                    56                              42%
                    57                              44%
                    58                              46%
                    59                              48%
                    60                              50%
                    61                              52%
                    62                              54%
                    63                              56%
                    64                              58%
                    65 or greater                   60%
          
          (ii) For all other Participants:

                           Age at                   
                      Termination Date         Percentage
                                          
                    55 or less                      35%
                    56                              37%
                    57                              39%
                    58                              41%
                    59                              43%
                    60                              45%
                    61                              46%
                    62                              47%
                    63                              48%
                    64                              49%
                    65 or greater                   50%


     (b)  The amount equal to the Participant's Basic Retirement Benefit.

      3.3  Death Prior to Termination of Employment.      If a Participant  who
has  reached  age 50 and has completed 15 Years of Service dies while  actively
employed  by  the Company or any Affiliated Company, his Surviving  Spouse,  if
any,  shall  be  entitled to a Supplemental Program Benefit commencing  on  the
first  day  of  the  month  next  following  the  Participant's  death.    Such
Supplemental Program Benefit shall be determined in accordance with Section 3.2
by  using  the  Participant's  date  of  death  as  his  Termination  Date;  by
multiplying  the amount determined under paragraph (a) thereof by 50%;  and  by
using  the  Surviving  Spouse's benefit relating  to  the  Participant's  Basic
Retirement Benefit at his date of death for purposes of paragraph (b) thereof.

      3.4   Death  Prior  to  Benefit Commencement.  If a Participant  who  has
reached age 50 and has completed 15 Years of Service dies after his Termination
Date, but prior to his Retirement Date, his Surviving Spouse, if any, shall  be
entitled  to a Supplemental Program Benefit commencing on what would have  been
the Participant's Retirement Date.  Such Supplemental Program Benefit shall  be
determined as described in Section 3.3 for the Surviving Spouse, subject to any
additional adjustment factors as are applicable under the Retirement Plan  with
respect to such a Surviving Spouse's benefit.

                                  SECTION IV
                         FORM AND PAYMENT OF BENEFITS

      4.1   Form  of Benefits.  Except as provided in Section 4.3, Supplemental
Program  Benefits  payable  to a Participant or Surviving  Spouse  pursuant  to
Section  III  will be payable in the same form as is applicable  to  the  Basic
Retirement Benefit or Surviving Spouse's benefit payable to the Participant  or
Surviving  Spouse  under  the  Retirement Plan.   If  the  Participant's  Basic
Retirement  Benefit is payable in a form other than a single life annuity  over
the  life  of  the  Participant  in  accordance  with  the  terms  of,  or  the
Participant's  election  under,  the Retirement  Plan,  then  his  Supplemental
Program  Benefit shall be subject to adjustment by the same adjustment  factors
as  are  applied under the Retirement Plan with respect to the Basic Retirement
Benefit  of the Participant.  Notwithstanding the foregoing provisions of  this
Section,  an  election  made by a Participant under the  Retirement  Plan  with
respect  to  the form of payment of his Basic Retirement Benefit shall  not  be
effective  with  respect  to the form of payment of  his  Supplemental  Program
Benefit  unless  such  election  is  expressly  approved  in  writing  by   the
Administrator  with  respect  to  his Supplemental  Program  Benefit.   If  the
Administrator  shall not approve such election in writing,  then  the  form  of
payment of the Participant's Supplemental Program Benefit shall be selected  by
the Administrator in his sole discretion.

      4.2   Payment of Benefits.  A Supplemental Program Benefit payable  to  a
Participant  pursuant to Section 3.2 will commence on his Retirement  Date.   A
Supplemental Program Benefit payable to a Surviving Spouse pursuant to  Section
3.3   will  commence  on  the  first  day  of  the  month  next  following  the
Participant's  death.  A Supplemental Program Benefit payable  to  a  Surviving
Spouse  pursuant  to  Section 3.4 will commence on what  would  have  been  the
Participant's Retirement Date.  Payment of a Supplemental Program Benefit  will
continue to be paid to the Participant, his Surviving Spouse or Beneficiary  in
the  same  form  and  manner  as if such benefits were  being  paid  under  the
Retirement  Plan.   Notwithstanding any other provision of  this  Plan  to  the
contrary, the Administrator may delay payment of any Participant's benefit  (or
any  portion thereof) under this Section IV (including Section 4.3) to preserve
the  Company's full tax deduction under applicable provisions of  the  Internal
Revenue Code (including section 162(m) thereof).

      4.3   Lump Sum and Accelerated Payments. Subject to the approval  of  the
Administrator,  a  Participant may elect to have his entire benefit  under  the
Program paid in the form of an actuarially-equivalent lump sum (instead of  the
annuity  forms  contemplated by Sections 4.1 and 4.2) 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  Participant'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 Participant 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 the Program, 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  Participant 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 Participant participates, including but not
          limited to The Quaker 415 Excess Benefit Plan and The Quaker Eligible
          Earnings Adjustment Plan.
     
     (c)  The election is submitted on a form prescribed by the Administrator.
     
A  Participant  may revoke his election under this Section  4.3,  but  no  such
revocation  will be effective unless it has been submitted in  writing  to  the
Administrator  at  least  12  months  before  the  Participant  ceases   active
employment.  In addition, the Compensation Committee in its sole discretion may
accelerate  payment  of any Participant's benefit under  the  Program  to  such
Participant, his Surviving 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 Participant'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  the  Program  to  its
Participants or their Surviving Spouses and beneficiaries or to the Company, as
determined by the Compensation Committee in its sole discretion.  For  purposes
of  this  Section 4.3, 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
Participant's benefit commencement date.

                                   SECTION V
                           AMENDMENT AND TERMINATION

      5.1   Amendment and Termination.  The Company intends the Program  to  be
permanent but reserves the right to amend or terminate the Program when, in the
sole  opinion of the Company, such amendment or termination is advisable.   Any
such  amendment  or termination shall be made pursuant to a resolution  of  the
Board,  or  the Compensation Committee, and shall be effective as of  the  date
stated  in  such resolution.  No amendment or termination of the Program  shall
directly   or  indirectly  deprive  any  Participant,  Surviving   Spouse,   or
Beneficiary  of all or any portion of any Supplemental Program Benefit  payment
of  which  has commenced prior to the effective date of the resolution amending
or terminating the Program.

      5.2   Termination  Benefit.  In the case of a Program  termination,  each
actively  employed Participant on the Program's termination date  shall  become
vested in his accrued Supplemental Program Benefit as of such termination date.
Such  accrued Supplemental Program Benefit shall be calculated as set forth  in
Section  3.2  above as if the Participant's Termination Date was the  Program's
termination  date,  regardless of the Participant's age and Years  of  Service.
Payment  of a Participant's accrued Supplemental Program Benefit shall  not  be
dependent  upon his continuation of employment with the Company  following  the
Program termination date, and such Benefit shall become payable at the date for
commencement  of  payment  of a Supplemental Program Benefit  pursuant  to  the
terms of Section 4.2.
      5.3   Corporate  Successors.   The Program  shall  not  be  automatically
terminated by a transfer or sale of assets of the Company or by the  merger  or
consolidation  of  the  Company into or with any  other  corporation  or  other
entity,  but  the  Program  shall  be continued  after  such  sale,  merger  or
consolidation  only  if  and to the extent that the  transferee,  purchaser  or
successor  entity agrees to continue the Program.  In the event the Program  is
not  continued  by  the  transferee, purchaser or successor  entity,  then  the
Program shall terminate subject to the provisions of Sections 5.1 and 5.2.

                                  SECTION VI
                                 MISCELLANEOUS

      6.1  Forfeitures of Benefits.  Notwithstanding any other provision of the
Program,  future  payment  of a Supplemental Program  Benefit  hereunder  to  a
Participant  or  any other person will, at the discretion of  the  Compensation
Committee, be discontinued and forfeited, and the Company will have no  further
obligation hereunder to such Participant or to any other person, if any of  the
following circumstances occur:

     (a)  The Participant is discharged from employment for cause;
     
     (b)  The  Participant  engages in competition with the  Company  prior  to
          attaining age 65; or
     
     (c)  The  Participant  performs  acts  of  willful  malfeasance  or  gross
          negligence in a matter of material importance to the Company.

The  Compensation  Committee shall have sole and uncontrolled  discretion  with
respect  to the application of the provisions of this Section and such exercise
of  discretion  shall  be conclusive and binding upon the Participant  and  all
other persons.

     6.2  No Effect on Employment Rights.  Nothing contained herein will confer
upon any Participant the right to be retained in the service of the Company nor
limit the right of the Company to discharge or otherwise deal with Participants
without regard to the existence of the Program.

      6.3   Funding.   The Program at all times shall be entirely  unfunded  in
accordance with, and for purposes of ERISA, and no provision shall at any  time
be  made  with respect to segregating any assets of the Company for payment  of
any  benefits  hereunder.  No Participant or any other person  shall  have  any
interest  in  any particular assets of the Company by reason of  the  right  to
receive  a  benefit under the Program and any such Participant or other  person
shall have only the rights of a general unsecured creditor of the Company  with
respect  to  any  rights under the Program.  Nothing contained in  the  Program
shall  constitute a guaranty by the Company or any other entity or person  that
the assets of the Company will be sufficient to pay any benefit hereunder.

     6.4  Spendthrift Provision.  No benefit payable under the Program shall be
subject  in any manner to anticipation, alienation, sale, transfer, assignment,
pledge,  encumbrance, or charge prior to actual receipt thereof by  the  payee;
and  any  attempt  so to anticipate, alienate, sell, transfer, assign,  pledge,
encumber  or charge prior to such receipt shall be void; and the Company  shall
not  be  liable  in  any  manner  for  or  subject  to  the  debts,  contracts,
liabilities,  engagements or torts of any person entitled to any benefit  under
the Program.

      6.5   Administration.   The Administrator shall be  responsible  for  the
general  operation and administration of the Program and for carrying  out  the
provisions thereof.  All provisions set forth in the Basic Retirement Plan with
respect  to the administrative powers and duties of the Administrator, expenses
of  administration and procedures or filing claims shall also be applicable  to
the  Administrator  with  respect to the Program.  The Administrator  shall  be
entitled  to  rely  conclusively  upon all  tables,  valuations,  certificates,
opinions and reports furnished by any actuary, accountant, controller,  counsel
or other person employed or engaged by the Company with respect to the Program.

      6.6   Limitations  on Liability.  Notwithstanding any  of  the  preceding
provisions of the Program, neither the Company nor any individual acting as  an
employee  or agent of the Company or the Administrator shall be liable  to  any
Participant,  former Participant, Surviving Spouse, Beneficiary  or  any  other
person  for  any claim, loss, liability or expense incurred in connection  with
the Program.

      6.7   Gender  and Neuter.  Where the context admits, words  denoting  the
masculine  gender shall include the feminine and neuter genders,  the  singular
shall include the plural, and the plural shall include the singular.

      6.8  Applicable Law.  The Program is established under ERISA and will  be
construed according to the federal laws that govern "Top Hat" Plans.


           IN  WITNESS  WHEREOF, this Program 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