Exhibit 10(m)
                           
                           
                           QUAKER SALARIED EMPLOYEES
                   COMPENSATION AND BENEFITS PROTECTION PLAN
          (As Amended and Restated Effective as of November 1, 1996)

       1.     EFFECTIVE  DATE  AND  PURPOSE.   The  Quaker  Salaried  Employees
Compensation  and  Benefits  Protection Plan (the "Plan")  is  established  and
maintained  by The Quaker Oats Company ("Quaker"), and is amended and  restated
effective  as  of  November 1, 1996.  The primary purpose of  the  Plan  is  to
promote   the  interests  of  Quaker,  its  domestic  divisions  and   domestic
subsidiaries (the "Company"), and its shareholders, by attracting and retaining
salaried  employees of the Company through assurances of continued compensation
and  benefits  when  their employment with the Company  is  terminated  due  to
certain circumstances beyond their control within two years following a  Change
in Control of Quaker.

     2.   ADMINISTRATION.

           (a)   The  Plan  shall  be  administered by the  Salaried  Employees
Compensation  and  Benefits Protection Plan Committee (the "Committee"),  which
shall  consist  of  Quaker's  Senior Vice President  -  Human  Resources,  Vice
President  -  Human  Resources Worldwide Beverages and Vice President  -  Human
Resources Quaker Foods.  The Chief Executive Officer of Quaker shall  have  the
authority  to  expand  or  reduce  the number  of  Committee  members,  and  to
designate, remove or replace the Committee members.

           (b)   The  Committee  shall have the sole  responsibility  for   the
administration of the Plan, and may adopt such rules and procedures as it deems
necessary, desirable, or appropriate.

           (c)   The  Committee shall have such powers as may be  necessary  to
discharge its responsibility to administer the Plan, including but not  limited
to the following:

               (1)  To construe and interpret the Plan, decide all questions of
                    eligibility, and determine the amount, manner and  time  of
                    any severance benefit hereunder.

               (2)  To  prescribe  procedures for employees applying  for  Plan
                    benefits,  including written applications  and  forms,  and
                    other   requests  for  information.   The   Committee   may
                    reasonably  rely  upon  all such  applications,  forms  and
                    information so furnished.

               (3)  To  receive from the Company such information as  shall  be
                    necessary  for the proper administration of the Plan.   The
                    Committee may reasonably rely upon all such information  so
                    furnished.
                    
               (4)  To  appoint individuals to assist in the administration  of
                    the  Plan  as the Committee deems necessary, including  but
                    not  limited to, Company employees, agents, attorneys,  and
                    accountants.   The Committee may reasonably rely  upon  all
                    information and advice furnished by such individuals.

               (5)  To  receive, review, and maintain, as it deems appropriate,
                    benefit payment and administrative expense reports.

               (6)  To  issue directions to the Company concerning all benefits
                    which  are  to  be paid from the Company's  general  assets
                    pursuant to the Plan provisions.

               (7)  To  prepare and distribute to Company employees information
                    describing  the  Plan,  in  such manner  as  the  Committee
                    determines to be required or appropriate.

           (d)  The Committee shall make all determinations as to the right  of
any  person  to a benefit under the Plan.  Any denial by the Committee  of  the
claim for benefits under the Plan by an employee shall be stated in writing  by
the  Committee and delivered or mailed to the employee; and such  notice  shall
set  forth  the  specific reasons for the denial.  In addition,  the  Committee
shall  afford a reasonable opportunity to any employee whose claim for benefits
has been denied for a review of the decision denying the claim.

           (e)  The Committee shall be indemnified by Quaker to the full extent
allowed  by  law.  This indemnity shall extend to all individuals appointed  to
assist  in the administration of the Plan, as described in subparagraph  (c)(4)
above.

     3.   ELIGIBILITY.  A domestic salaried employee of the Company at the time
of  a  Change in Control of Quaker (as defined below) is eligible for severance
benefits  under  the Plan (determined in accordance with paragraph  4)  if  his
employment is terminated under any of the following conditions within two years
following the Change in Control of Quaker:

           (a) Any  termination  of  employment with the  Company,  other  than
               death,  physical  or  mental incapacity, voluntary  resignation,
               retirement,  gross misconduct, or due to the sale,  spin-off  or
               other  disposition  of  a  plant,  profit  center,  division  or
               subsidiary  of  Quaker  as an ongoing  entity  if  the  affected
               employee is hired by, or is offered continued employment by, the
               successor or purchasing entity.

           (b) Notwithstanding  anything  in  subparagraph  (a)  above  to  the
               contrary,  any  termination of employment with the  Company,  in
               lieu  of  the employee accepting continued employment  with  the
               Company  which  involves a significant change in the  employee's
               terms  and  conditions  of employment  (as  defined  below).   A
               "significant  change in the employee's terms and  conditions  of
               employment"  shall be deemed to have occurred when  during  such
               two year period:

               (1)  the  total of the employee's salary and incentive bonus  is
                    to  be  reduced,  based  upon  the  amounts  equal  to  the
                    employee's  salary  immediately  prior  to  the  Change  in
                    Control of Quaker, and the most recent incentive bonus paid
                    fully accrued and payable to the employee immediately prior
                    to the Change in Control of Quaker;

               (2)  the  location of continued employment is beyond  a  30-mile
                    radius of the employee's location of employment immediately
                    prior to the Change in Control of Quaker;

               (3)  the employee is to be paid on an hourly basis;
               
               (4)  for   purposes  of  Section  4(a)(3)  only,  there   is   a
                    significant  change in the nature of scope of  any  of  the
                    authorities  and powers which the employee may exercise  or
                    is  exercising, and duties and function which the  employee
                    may  perform  or is performing, immediately  prior  to  the
                    Change in Control; or
               
               (5)  for purposes of Section 4(a)(3) only, there is a reasonable
                    determination  by the employee that, as  a  result  of  the
                    Change  in Control, his position is significantly  affected
                    so  that  he  is  unable to exercise  any  authorities  and
                    powers,  or  perform any duties and  functions describe  in
                    (4) above.
          
          (c)  For purposes of Section 4(a)(3), nondomestic employees  will  be
               included in the eligible group.
               
          (d)  "Change  in Control of Quaker" shall be deemed to have  occurred
               if:

                (1)      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   Quaker,  any  trustee  or  other  fiduciary  holding
                    securities under an employee benefit plan of Quaker, or any
                    company  owned, directly or indirectly, by the stockholders
                    of  Quaker in substantially the same proportions  as  their
                    ownership   of  stock  of  Quaker),  is  or   becomes   the
                    "beneficial  owner"  (as defined in Rule  13d-3  under  the
                    Exchange  Act),  directly or indirectly, of  securities  of
                    Quaker  representing  30% or more of  the  combined  voting
                    power  of  Quaker'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;
               
               (2)  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 Quaker to effect  a
                    transaction described in subparagraph (1), (3)(ii) or  (4))
                    whose  election  by  the  Board  or  whose  nomination  for
                    election by Quaker'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;

               (3)  the  stockholders of Quaker approve (i) a plan of  complete
                    liquidation  of  Quaker or (ii) the sale or disposition  by
                    Quaker  of  all  or  substantially all of  Quaker's  assets
                    unless  the  acquirer of the assets or its directors  shall
                    meet  the  conditions  for  a merger  or  consolidation  in
                    subparagraphs (4)(i) or (4)(ii); or

               (4)  the   stockholders   of   Quaker  approve   a   merger   or
                    consolidation of Quaker with any other company other than:

                     (i) such  a merger or consolidation which would result  in
                         the    voting   securities   of   Quaker   outstanding
                         immediately  prior thereto continuing    to  represent
                         (either by remaining outstanding or by being converted
                         into  voting securities of the surviving entity)  more
                         that  70% of the combined voting power of Quaker's  or
                         such  surviving entity's outstanding voting securities
                         immediately after such merger or consolidation; or

                    (ii) such  a merger or consolidation which would result  in
                         the directors of Quaker 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  subparagraph (4), "surviving entity"  shall  mean
                    only  an  entity  in  which  all of  Quaker's  stockholders
                    immediately  before  such  merger or  consolidation  become
                    stockholders  by the terms of such merger or consolidation,
                    and  the  phrase  "directors of Quaker who  were  directors
                    immediately  prior thereto" shall include only  individuals
                    who  were  directors of Quaker 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 Quaker to effect a transaction described  in
                    subparagraph   (1),  (3)(ii),  (4)(i)  or  (4)(ii))   whose
                    election by the Board, or whose nomination for election  by
                    Quaker's  stockholders, was approved by a vote of at  least
                    two-thirds  (2/3) of the directors before the beginning  of
                    such period.
                    
     4.   SEVERANCE BENEFITS.

           (a)   An  eligible employee pursuant to paragraph 3 will be provided
the following severance benefits:

                (1) Compensation - Payment to an employee shall be made in  the
                    form  of  a  single lump sum, or equal monthly installments
                    over  the  Severance  Period (as  defined  below),  at  the
                    Committee's  sole discretion.  For this purpose  the  total
                    amount payable in either form shall equal:  (i) 75% of  the
                    employee's  (A) current annualized salary at  the  time  of
                    termination  (or,  if  greater, the  employee's  annualized
                    salary in effect immediately prior to the Change in Control
                    of  Quaker), and (B) determined on an annualized basis, the
                    most  recently paid (or fully accrued and unpaid) incentive
                    bonus  at  the  time of termination (or,  if  greater,  the
                    amount  of the incentive bonus shall be the greater of  the
                    target  incentive  bonus for such year,  or  the  incentive
                    bonus  calculated for such year); plus (ii) such annualized
                    salary  amount and incentive bonus amount multiplied  by  a
                    fraction,  the numerator of which is the employee's  number
                    of  years  of  service with the Company (as defined  below)
                    exceeding 20, and the denominator of which is 26.  However,
                    in  no  event  will  such total severance  benefit  payable
                    exceed   two  times  such  annualized  salary  amount   and
                    incentive bonus amount.  If the severance benefit is to  be
                    paid in monthly installments, the severance period shall be
                    a  nine  month  period commencing with the  date  following
                    termination  of  employment,  plus  any  additional  period
                    corresponding  to  the  additional benefit  payable  to  an
                    employee  with  more  than 20 years  of  service  with  the
                    Company  (the "Severance Period").   The single sum payment
                    shall  be made, or the monthly installments shall commence,
                    at  the  employee's usual payroll date next  following  his
                    date  of  termination.  "Years of service with the Company"
                    shall  mean  the  employee's number of completed  years  of
                    service with the Company; including service as a full  time
                    hourly  employee,  and service rendered  to  an  entity  or
                    organization that was acquired by the Company.
               
               (2)  Welfare  Benefits - During the Severance Period an employee
                    shall be entitled to Employee Welfare Benefits to which  he
                    would  have been entitled under currently elected  coverage
                    under  the  Company's medical, dental  and  life  insurance
                    programs prior to his termination of employment, regardless
                    of  the  form of compensation benefit to be provided  under
                    subparagraph  (1).  The employee shall not be  required  to
                    contribute  more  than  the normal  cost  (including  those
                    attributable  to  changes in levels of benefits)  for  such
                    benefits  as  existed immediately prior to  the  Change  in
                    Control  of  Quaker.  The Severance Period for purposes  of
                    this  subparagraph (2) shall not be applied to  reduce  the
                    benefit  extension  period  required  by  the  Consolidated
                    Omnibus  Budget Reconciliation Act of 1985 or any amendment
                    thereto.

               (3)  Incentive  Bonus (prior to Severance Period) - In  addition
                    to  amounts payable under subparagraphs (1) and  (2)  above
                    payment  shall be made to the employee within a  reasonable
                    time  thereafter  of  the  employee's  incentive  bonus  as
                    provided  herein  below.  For purposes  hereof,  "incentive
                    bonus"  shall mean any form of incentive bonus payment  for
                    which  the  employee  would have been eligible  immediately
                    prior  to the Change in Control, but which is not  paid  to
                    the  employee as of employment termination.  If  an  entire
                    fiscal  year  has  been completed prior to  termination  of
                    employment, the amount of such incentive bonus shall be the
                    greater of (i) the target incentive bonus for such year, or
                    (ii)  the  incentive bonus calculated for  such  year.   In
                    addition  for  the  fiscal  year including  termination  of
                    employment the amount of such incentive bonus shall be  the
                    greater of (A) the target incentive bonus for such year, or
                    (B)  an  incentive  bonus calculated for  such  year,  with
                    amount  of the incentive bonus prorated based on the number
                    of completed months during such fiscal year.

           (b)   All  benefits to be paid or provided pursuant to  subparagraph
4(a)  shall be in addition to, and shall not be reduced by, any other  benefits
payable  or  provided  by  separate agreement with the  employee,  or  plan  or
arrangement of the Company, except as follows:

               (1)  If  an employee is also eligible for severance benefits  to
                    be  paid  and  provided  pursuant to  the  Quaker  Officers
                    Severance  Program or the Quaker Severance  Pay  Plan  (the
                    "Programs"), the greater amount or longer severance  period
                    with   respect   to  compensation  and  welfare   benefits,
                    respectively,  shall  be provided in  accordance  with  and
                    pursuant  to the terms of the Programs or Plan as the  case
                    may  be.   In  no  event will an employee  be  entitled  to
                    duplicative  benefits under the Programs and  subparagraphs
                    4(a)(1) and (2) of the Plan.
               (2)  If  an  employee  would otherwise be eligible  for  retiree
                    welfare  benefits, the employee may choose to  be  eligible
                    for  such benefits or to be covered by the Plan during  the
                    Severance  Period,  after which the employee  shall  become
                    eligible for such retiree welfare benefits.
               
               (3)  An  employee who is being provided disability benefits  and
                    payments  at  the time of the Change in Control  of  Quaker
                    shall continue to receive only such disability payments and
                    benefit plan coverage to which he is entitled at such  time
                    for  so  long  as  he remains eligible for such  disability
                    benefits.  Following the expiration of such payments during
                    the  two  year  period following the Change in  Control  of
                    Quaker,  the employee shall then be eligible for  severance
                    benefits  under  the  Plan determined  in  accordance  with
                    paragraph 3.

          (c)  Any severance benefits payable under the Plan to an employee who
dies  prior  to  full payment of such benefits shall be paid to the  employee's
estate.

           (d)   Notwithstanding  any other provision of  the  Plan,  severance
benefits  furnished  hereunder shall be subject  to  the  following  terms  and
conditions:
               
                (1) If  the  making of severance benefit payments  pursuant  to
                    subparagraphs 4(a)(1) and (2) would subject the employee to
                    the  excise tax under Section 4999 of the Internal  Revenue
                    Code  of 1986, as amended, or would result in the Company's
                    loss  of  a federal income tax deduction for those payments
                    (either  of  these consequences is referred to individually
                    herein  as  a  "Tax Penalty"), then such severance  benefit
                    payments shall be reduced to the extent necessary to  avoid
                    the imposition of such Tax Penalty.  The preceding sentence
                    shall  not apply if such employee (i) is entitled to a  tax
                    reimbursement  for  such  Tax  Penalty  under   any   other
                    agreement  plan  or  program of the company,  or  (ii)  may
                    disclaim  any portion of or all compensation payable  under
                    this or any other agreement, plan or program of the Company
                    in order to avoid such Tax Penalty.
               
                (2) If  the  employee  and  the Company shall  disagree  as  to
                    whether  the furnishing of a benefit under the  Plan  would
                    result in the imposition of a Tax Penalty, the matter shall
                    be resolved by an opinion of counsel chosen by the employee
                    and  reasonably satisfactory to the Company.   The  Company
                    shall  pay the fees and expense of such counsel, and  shall
                    make  available  to  counsel such  information  as  may  be
                    reasonably necessary to prepare the opinion.

      5.    RETIREE  HEALTH  PLANS.  All domestic full time salaried  employees
covered  under  The  Quaker Retiree Health Incentive Plan,  and  other  retiree
health plans  maintained for the benefit of its salaried employees (the "Health
Plans"),  who  have attained age 50 upon termination of employment  within  two
years  after  a  Change in Control, shall be credited with an  additional  five
years  of  service under the Health Plans for all purposes of  eligibility  and
benefits  under the Health Plans, and during such two-year period  the  minimum
age  requirement for purposes of eligibility of such terminated employees under
the  Health  Plans shall be age 50, except that in no event shall  benefits  be
provided under the Health Plans until the employee has reached age 55.

      6.   NONASSIGNMENT.   No benefits payable under the Plan shall be subject
in  any manner to assignment, anticipation, alienation, sale, transfer, pledge,
encumbrance, or charge, and any such attempted action shall be void and no such
benefit  shall  be  in  any manner liable for or subject to  debts,  contracts,
liabilities,  engagements, or torts of any employee.  If  any   employee  shall
become  bankrupt  or  shall  attempt to anticipate, alienate,  sell,  transfer,
assign,  pledge,  encumber, or charge any amount or benefit payable  under  the
Plan,  then  the Committee in its discretion may hold or apply such benefit  or
any part thereof to or for the benefit of such employee or his beneficiary, his
spouse, children, blood relatives, or other dependents, in such manner  and  in
such proportions as the administrator may consider proper.

      7.    AMENDMENT AND TERMINATION.  Quaker, by action of its Board, or  the
Compensation Committee thereof, shall have the right to amend this Plan in  any
respect,  or to terminate this Plan; provided, however, that in no event  shall
the  Plan  be  amended or terminated during the five-year  period  following  a
Change  in Control of Quaker in a manner which would reduce payments or benefit
extension periods for any employee.

      8.    CONTINUED EMPLOYMENT.   Neither the Plan nor any of its  provisions
shall be construed as giving any employee of the Company a right to continue in
the  employ  of  the  Company, or as a limitation of  the  Company's  right  to
discharge any of its employees, with or without cause.

      9.    SUCCESSORS.   The Plan shall be binding upon any successor  of  the
Company  whether by merger, consolidation, or sale of all or substantially  all
of the Company's assets.

     10.  GOVERNING LAW.  The Plan 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.

           IN  WITNESS  WHEREOF,  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