UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549
                                       
                                   FORM 10-K

             [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d)
                 OF THE SECURITIES EXCHANGE ACT OF 1934

             For the fiscal year ended          December 31, 1998
                                       

                      TRANSITION REPORT PURSUANT TO SECTION 13
                 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

                          Commission file number 1-12
                                       
                            THE QUAKER OATS COMPANY
            (Exact name of registrant as specified in its charter.)

                    NEW JERSEY                        36-1655315
          (State or other jurisdiction of         (I.R.S. Employer
          incorporation or organization)          Identification No.)

                   QUAKER TOWER
          P.O. Box 049001 Chicago, Illinois           60604-9001
          (Address of principal executive offices)    (Zip Code)
      Registrant's telephone number, including area code: (312) 222-7111
                                       
          Securities registered pursuant to Section 12(b) of the Act:
               Title of each class            Name of each exchange
                                               on which registered


           Common Stock ($5.00 Par Value)     New York Stock Exchange
                                              Chicago Stock Exchange


           Preferred Stock Purchase Rights    New York Stock Exchange
                                              Chicago Stock Exchange


Indicate  by  check  mark  whether the registrant (1)  has  filed  all  reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act  of
1934  during  the  preceding 12 months (or for such  shorter  period  that  the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.    Yes[X]No[ ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item  405
of  Regulation S-K is not contained herein, and will not be contained, to  best
of  registrant's  knowledge,  in  definitive proxy  or  information  statements
incorporated  by  reference in Part III of this Form 10-K or any  amendment  to
this Form 10-K. [X]

The  aggregate  market  value of Common Stock held  by  non-affiliates  of  the
registrant as of the close of business on February 26, 1999 was $7,398,346,362.
The  liquidation  value of Series B ESOP Convertible Preferred  Stock,  all  of
which is held in The Quaker 401(k) Plan for Salaried Employees, at the close of
business  on  February 26, 1999 totaled $124,094,569, plus  related  dividends.
The  number of shares of Common Stock, $5.00 par value, outstanding as  of  the
close of business on February 26, 1999 was 135,438,835.




                     DOCUMENTS INCORPORATED BY REFERENCE.

1.    Portions of The Quaker Oats Company Annual Report to Shareholders for the
fiscal  year ended December 31, 1998 (Annual Report) (Parts I, II  and  III  of
Form 10-K)
2.    Portions  of The Quaker Oats Company Notice of Annual Meeting  and  Proxy
Statement (Proxy Statement) for the Annual  Meeting  to be held on May 12, 1999 
(Part III of Form 10-K)

                                       

                                    PART I

ITEM 1. BUSINESS.
 
(a)  General Development of Business

The  information set forth under the captions "Restructuring Charges,"   "Asset
Impairments and  Divestitures," and  "Subsequent Event," found on pages  51-52, 
52-53, and  64, respectively, of the Company's Annual  Report,  is incorporated
herein by reference.

(b)  Financial Information About Operating Segments

The  information set forth under the captions "Operating Segment  Information,"
"Operating   Segment   Data,"    "Enterprise  Information,"   and   "Geographic
Information,"  found  on  pages  38-41, of  the  Company's  Annual  Report,  is
incorporated herein by reference.

(c)  Description of Business

U.S. and Canadian Foods Description

The Company is a major participant in the competitive packaged food industry in
the United States and is a leading manufacturer of hot cereals, pancake syrups,
grain-based  snacks, cornmeal, hominy grits and value-added rice products.   In
addition,  the Company is the second-largest manufacturer of pancake mixes  and
value-added pasta products and is among the four largest manufacturers of ready-
to-eat  cereals  and five largest manufacturers of branded dry pasta  products.
The Company competes with a significant number of large and small companies  on
the  basis  of price, value, innovation, quality and convenience,  among  other
attributes.  The Company's food products are purchased by consumers  through  a
wide  range of food distributors.  The Company utilizes both its own and broker
sales forces and has distribution centers throughout the country, each of which
carries an inventory of most of the Company's food products.

Latin American Foods Description

The  Company manufactures and markets its products in many countries throughout
Latin  America and is broadly diversified by product line.  It is  the  leading
brand-name  hot  cereals  producer  in many countries  and  has  other  leading
category  positions  for  products in a number of countries.   In  Brazil,  the
Company  is the leading producer of ready-to-drink chocolate beverages and  the
leading canned fish processor.

Other Foods Description

The Company is broadly diversified, both geographically and by product line, in
the  packaged food industry.  The Company manufactures and markets its products
in  many  countries  throughout Europe and Asia.  It is the leading  brand-name
cereals  producer  in  many European countries and has other  leading  category
positions for products in a number of countries.

U.S. and Canadian Beverages Description

The Company is the leading manufacturer and distributor of sports beverages  in
the United States and Canada and accounts for more than 80 percent of sales  in
the  sports  drink  category.  The Company uses both its own and  broker  sales
forces to sell Gatorade thirst quencher and has distribution centers around the
country.   Over  60  percent of Gatorade sales occur in the  second  and  third
quarters during the spring and summer beverage season.



<2>


Latin American and Other Beverages Description

The Company also manufactures and markets Gatorade in Latin America, Europe and
Asia.  Gatorade is sold in more than 45 countries outside of North America  and
is   the  leading  sports  drink  distributor  in  Mexico,  Argentina,  Brazil,
Venezuela, Colombia, the Philippine Islands and Italy.  Gatorade is also one of
the  leading  sports  drink brands in Korea and Australia,  where  it  is  sold
through license arrangements.

Raw Materials

Raw   materials  used  in  manufacturing  include  oats,  wheat,  corn,   rice,
sweeteners, almonds, fruit, cocoa, vegetable oil and fish, as well as a variety
of  packaging  materials.   These products are purchased  mainly  in  the  open
market.  Supplies of all raw materials have been adequate and continuous.

Trademarks

The  Company and its subsidiaries own a number of trademarks and are not  aware
of  any circumstances that could materially adversely affect the continued  use
of these trademarks.  Among the most important of the domestic trademarks owned
by  the  Company are Quaker, Cap'n Crunch, Quaker Toasted Oatmeal, Life, Quaker
100%  Natural  and Quaker Oatmeal Squares for breakfast cereals;  Gatorade  and
Gatorade  Frost  for thirst-quenching beverages; Quaker and  Quaker  Chewy  for
grain-based  snacks; Rice-A-Roni and Near East for value-added rice  and  grain
products; Pasta Roni for value-added pasta; Golden Grain and Mission for pasta;
Quaker  and Aunt Jemima for mixes, syrups and corn goods.  Many of the  grocery
product trademarks owned by the Company in the United States are registered  in
foreign   countries   in   which   the  Company  does   substantial   business.
Internationally, key trademarks owned include:  Quaker, Cruesli, Honey Monster,
Sugar  Puffs  and Scott's for breakfast cereals; Coqueiro for fish;  Toddy  and
ToddYnho for chocolate beverages; and Gatorade for thirst-quenching beverages.

Other

The  information  set  forth  under the captions "Management's  Discussion  and
Analysis," "Six-Year Selected Financial Data," "Eleven-Year Selected  Financial
Data,"   "Lease   and  Other  Commitments,"  "Supplementary  Income   Statement
Information," and "Quarterly Financial Data," found on pages 25-31, 42-43,  44-
45,  61,  61,  and  64,  respectively,  of  the  Company's  Annual  Report,  is
incorporated herein by reference.

(d)   Financial  Information About Foreign and Domestic Operations  and  Export
Sales

The  information set forth under the captions "Operating Segment  Information,"
"Operating    Segment   Data,"   "Enterprise   Information"   and   "Geographic
Information,"  found  on  pages  38-41, of  the  Company's  Annual  Report,  is
incorporated herein by reference.

ITEM 2. PROPERTIES.

As  of  December 31, 1998, the Company operated 46 manufacturing plants  in  13
states  and  14 foreign countries and owned or leased distribution centers  and
sales offices in 22 states and 20 foreign countries.



<TABLE>
<CAPTION>


                  Owned and Leased             Owned and Leased            Owned and Leased
               Manufacturing Locations       Distribution Centers            Sales Offices
                   

Operating     U.S. and     Latin           U.S. and     Latin          U.S. and     Latin      
Segment       Canadian  American  Other    Canadian  American  Other   Canadian  American  Other

<S>                 <C>       <C>    <C>         <C>       <C>    <C>        <C>       <C>    <C>
Foods               13        12      5           1         2     --         11         4      6
Beverages            8         3      4          --         1      2         13         3      7
Shared              --         1     --           8        16     --          6        13     --
Total               21        16      9           9        19      2         30        20     13


</TABLE>



The Company owns a research and development laboratory in Barrington, Illinois,
and  leases  corporate office space in downtown Chicago, Illinois.   Management
believes  manufacturing, distribution and office space  owned  and  leased  are
suitable  and  adequate for the business.  Production capacity is appropriately
utilized.   The Company is in the process of terminating certain  sales  office
leases in light of its recent restructuring actions.


<3>


ITEM 3. LEGAL PROCEEDINGS.

On  November 10, 1994, two purported class actions were commenced in the United
States District Court for the District of New Jersey (the "District Court")  on
behalf  of  all purchasers of the common stock of The Quaker Oats Company  (the
"Company")  during the period between September 1, 1994 and  November  2,  1994
(the  "Weiner  Action").   On  January 20, 1995, plaintiffs  filed  an  amended
consolidated  class  action complaint, and on May 2, 1995, plaintiffs  filed  a
second  amended  consolidated class action complaint.  As amended,  the  Weiner
Action  purports  to be brought on behalf of all purchasers  of  the  Company's
common  stock  during the period between August 4, 1994 and November  1,  1994.
Named  as  defendants  are  the Company and William D.  Smithburg.   Plaintiffs
allege,  among other things, that defendants violated Sections 10(b) and  20(a)
of  the  Securities  Exchange  Act of 1934 in  connection  with  the  Company's
disclosure  concerning  its earnings growth goals and  indebtedness  guideline.
Damages  in  an unspecified amount are sought.  On May 23, 1996,  the  District
Court  dismissed this action. On November 6, 1997, the United States  Court  of
Appeals  for  the  Third  Circuit issued a decision in which  it  affirmed  the
District  Court's dismissal of plaintiffs' claims relating to Quaker's earnings
growth goals, and reversed the District Court's dismissal of plaintiffs' claims
relating to Quaker's indebtedness guideline.  The Court of Appeals remanded the
action  to  the  District  Court  for further proceedings  in  connection  with
plaintiffs' claims concerning Quaker's indebtedness guideline.  On May 1, 1998,
the  case  was transferred to the United States District Court for the Northern
District of Illinois, where it is now pending.

The  Company  believes  it has strong defenses to the action  described  above.
Although  the  ultimate  outcome  of  the  action  described  above  cannot  be
ascertained  at  this  time  and the results of  legal  proceedings  cannot  be
predicted  with certainty, it is the opinion of the management of  the  Company
that  the resolution of this action will not have a material adverse effect  on
the  financial  condition or the results of operations of the  Company  as  set
forth  in  the  Consolidated Financial Statements contained  in  the  Company's
Annual Report.

The Company is also a party to a number of other lawsuits and claims, which  it
is  vigorously  defending.  Such matters arise out  of  the  normal  course  of
business.   Certain of these actions seek damages in large amounts.  While  the
results  of litigation cannot be predicted with certainty, management  believes
that  the  final  outcome of such litigation will not have a  material  adverse
effect  on  the  Company's  consolidated  financial  position  or  results   of
operations.  Changes in assumptions, as well as actual experience, could  cause
the estimates made by management to change.


ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

None.

                                    PART II

ITEM  5.  MARKET  FOR  THE REGISTRANT'S COMMON EQUITY AND  RELATED  STOCKHOLDER
MATTERS.

The  information  set  forth  under the captions "Six-Year  Selected  Financial
Data,"  "Eleven-Year Selected Financial  Data," "Quarterly Financial Data"  and
"Corporate and Shareholder Information," found on pages 43, 46-47, 64  and  72-
73,  respectively,  of the Company's Annual Report, is incorporated  herein  by
reference.

ITEM 6. SELECTED FINANCIAL DATA.

The  information  set  forth  under the captions "Six-Year  Selected  Financial
Data," and "Eleven-Year Selected Financial Data," found on pages 42-43 and  44-
47,  respectively,  of the Company's Annual Report, is incorporated  herein  by
reference.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.

The  information  set  forth  under the caption  "Management's  Discussion  and
Analysis," found on pages 25-31 of the Company's Annual Report, is incorporated
herein by reference.


<4>


ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

The information set forth under the caption "Derivative Financial and Commodity
Instruments,"  found  on  pages   29-30 of  the  Company's  Annual  Report,  is
incorporated herein by reference.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

The  following  audited consolidated financial statements of  The  Quaker  Oats
Company  and  its  subsidiaries,  and the  report  of  the  independent  public
accountants  thereon,  found on the indicated pages  in  the  Company's  Annual
Report, are incorporated herein by reference.

  1.) Consolidated Statements of Income for the years ended December 31, 1998,
      1997 and 1996 (page 32).
  2.) Consolidated Statements of Cash Flows for the years ended December 31,
      1998, 1997 and 1996 (page 33).
  3.) Consolidated Balance Sheets as of December 31, 1998 and 1997 
      (pages 34-35).
  4.) Consolidated Statements of Common Shareholders' Equity as of December 31,
      1998, 1997 and 1996 (pages 36-37).
  5.) Notes to the Consolidated Financial Statements for the years ended
      December 31, 1998, 1997 and 1996 (pages 48-64).
  6.) Report of Independent Public Accountants (page 65).


ITEM  9.  CHANGES  IN  AND  DISAGREEMENTS WITH ACCOUNTANTS  ON  ACCOUNTING  AND
FINANCIAL DISCLOSURE.

None.

                                   PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

Directors
The  information set forth under the caption "Election of Directors," found  on
pages  5-7  of  the  Company's  Proxy  Statement,  is  incorporated  herein  by
reference.

Executive Officers
The information set forth under the caption "Officers," found on pages 70-71 of
the Company's Annual Report, lists the executive officers of the registrant  as
of March 10, 1999, and is incorporated herein by reference.

The  information  set forth under the caption "Compliance with Section  16(a),"
found  on  page 13 of the Company's Proxy Statement, is incorporated herein  by
reference.


ITEM 11. EXECUTIVE COMPENSATION.

The   information   set  forth  under  the  captions  "Nonemployee   Directors'
Compensation  and Benefits," "Executive Compensation," "Compensation  Committee
Report" and    "Performance Graph," found on pages 9-11, 14-19, 20-21  and  22, 
respectively,  of  the  Company's  Proxy  Statement, is incorporated  herein by
reference.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

The   information  set  forth  under  the  caption  "Ownership   of   Company's
Securities,"  found  on  pages  12-13 of the  Company's   Proxy  Statement,  is
incorporated herein by reference.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

None.



<5>


                                    PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.

(a)(1) Financial Statements.

The  audited  consolidated financial statements of The Quaker Oats Company  and
its  subsidiaries and the Report of Independent Public Accountants thereon  are
listed in Item 8 of this Form 10-K, and are incorporated therein by reference.

(a)(2) Financial Statement Schedules.
 &(d)

All  required  financial  statement  schedules  are  included  in  the  audited
consolidated financial statements or notes thereto as incorporated under Item 8
of this Form 10-K.

(a)(3) Exhibits.
&(c)

The  exhibits  required  to be filed are listed on the Exhibit  Index  attached
hereto, which is incorporated herein by reference.

(b)    Reports on Form 8-K.

No reports on Form 8-K were filed in the last quarter of the period covered by
this report.



<6>

                               
                               EXHIBIT INDEX
                                                               
                                                              ELECTRONIC (E)
                                                                  OR
EXHIBIT                                                      INCORPORATED BY
  NO.                           DESCRIPTION                  REFERENCE (IBRF)

3(a)        Restated Certificate of Incorporation 
            (incorporated by reference to the Company's 
            Form 10-K for the fiscal year ended 
            December 31, 1996, file number 1-12)                   IBRF
3(b)        Bylaws of The Quaker Oats Company, as amended         
            effective September 9, 1998                              E
4(a)        Shareholder Rights Plan effective May 8, 1996 
            (incorporated by reference to the Company's Form 
            8-K filed on May 20, 1996,file number 1-12)            IBRF
4(b)        Registrant undertakes to furnish to the Commission, 
            upon request, a copy of any instrument defining 
            the rights of holders of long-term debt of the 
            registrant and all of its subsidiaries for which 
            consolidated or unconsolidated financial statements 
            are required to be filed                               IBRF
10(a)(1)*   1984 Long Term Incentive Plan, as restated effective  
            September 1, 1996(incorporated by reference to the 
            Company's Form 10-Q for the fiscal quarter ended 
            September 30, 1996, file number 1-12)                  IBRF
10(a)(2)*   The Quaker Long Term Incentive Plan of 1990 
            (incorporated by reference to the Company's Form 10-Q 
            for the fiscal quarter ended September 30, 1996, file
            number 1-12)                                           IBRF
10(a)(3)*   The Quaker Long Term Incentive Plan of 1999,  
            (incorporated by reference to the Company's Form 
            10-K for the fiscal year ended December 31, 1997, 
            file number 1-12)                                      IBRF
10(b)*      Deferred Compensation Plan for Executives of The 
            Quaker Oats Company, as restated effective 
            November 1, 1996 (incorporated by reference to the 
            Company's Form 10-K for the fiscal year ended 
            December 31, 1996, file number 1-12)                   IBRF
10(c)*      Management Incentive Bonus Plan of The Quaker Oats 
            Company as amended September 8, 1993 (incorporated 
            by reference to the Company's Form 10-K for the fiscal 
            year ended June 30, 1994, file number 1-12)            IBRF
10(d)*      Executive Incentive Bonus Plan of The Quaker Oats 
            Company, subject to shareholder approval at the 
            Annual Meeting of Shareholders on May 12, 1999           E
10(e)(1)*   Deferred Compensation Plan for Directors of The 
            Quaker Oats Company, as restated effective 
            November 1, 1996 (incorporated by reference to the
            Company's Form 10-K for the fiscal year ended 
            December 31, 1996, file number 1-12)                   IBRF
10(e)(2)*   First Amendment to the Deferred Compensation Plan
            for Directors of The Quaker Oats Company effective
            May 13, 1998                                             E
10(e)(3)*   Second Amendment to the Deferred Compensation Plan
            for Directors of The Quaker Oats Company effective
            January 1, 1999                                          E
10(f)(1)*   Directors' Stock Compensation Plan, as restated  
            effective November 1, 1996 (incorporated by 
            reference to the Company's Form 10-K for the fiscal 
            year ended December 31, 1996, file number 1-12)        IBRF
10(f)(2)*   First Amendment to the Directors' Stock Compensation
            Plan effective May 13, 1998                              E
10(f)(3)*   Second Amendment to the Directors' Stock Compensation
            Plan effective January 1, 1999                           E
10(g)*      The Quaker Oats Stock Option Plan for Outside 
            Directors effective January 1, 1999                      E
10(h)(1)*   Employment Agreement with Robert S. Morrison 
            effective as of October 22, 1997 (incorporated 
            by reference to the Company's Form 10-K for the  
            fiscal year ended December 31, 1997, file 
            number 1-12)                                           IBRF
10(h)(2)*   Employment Agreement with Terence D. Martin, first 
            effective  for  the fiscal quarter ended 
            December 31, 1998                                        E 


<7>
                            EXHIBIT INDEX CONTINUED

                                                             
                                                              ELECTRONIC (E)
                                                                    OR
EXHIBIT                                                      INCORPORATED BY
  NO.                            DESCRIPTION                 REFERENCE (IBRF) 




10(h)(3)*   Termination Benefits Agreements with certain 
            Executive Officers, first effective for the fiscal 
            quarter ended September 30, 1998 (incorporated by
            reference to the Company's Form 10-Q for the fiscal 
            quarter ended September 30, 1998, file number 1-12)    IBRF
10(h)(4)*   Termination Benefits Agreements with Robert S. 
            Morrison and Terence D. Martin, first effective  
            for the fiscal quarter ended December 31, 1998 and
            thereafter                                               E
10(h)(5)*   Agreement Upon Separation of Employment with 
            Robert S. Thomason, first effective for the fiscal 
            quarter ended December 31, 1998                          E
10(i)*      The Quaker Supplemental Executive Retirement 
            Program, as restated effective November 1, 1996 
            (incorporated by reference to the Company's Form 
            10-K for the fiscal year ended December 31, 1996, 
            file number 1-12)                                      IBRF
10(j)(1)*   The Quaker Oats Company Benefits Protection Trust
            (incorporated by reference to the Company's Form 
            10-K for the fiscal year ended June 30, 1989, file 
            number 1-12)                                           IBRF
10(j)(2)*   First Amendment to The Quaker Oats Company Benefits 
            Protection Trust (incorporated by reference to the 
            Company's Form 10-K for the fiscal year ended 
            June 30, 1992, file number 1-12)                       IBRF
10(j)(3)*   Second Amendment to The Quaker Oats Company 
            Benefits Protection Trust (incorporated by reference 
            to the Company's Form 10-K for the fiscal year ended 
            June 30, 1992, file number 1-12)                       IBRF
10(k)*      Quaker Salaried Employees Compensation and Benefits 
            Protection Plan, as restated effective November 1, 
            1996 (incorporated by reference to the
            Company's Form 10-K for the fiscal year ended 
            December 31, 1996, file number 1-12)                   IBRF
10(l)*      The Quaker Eligible Earnings Adjustment Plan, as 
            restated effective November 1, 1996 (incorporated 
            by reference to the Company's Form 10-K for the 
            fiscal year ended December 31, 1996, file 
            number 1-12)                                           IBRF
10(m)(1)*   Quaker Officers Severance Program, as amended and 
            restated,  effective July  9,  1997(incorporated by 
            reference to the Company's  Form  10-K  for  the
            fiscal year ended December 31, 1997, file number 
            1-12)                                                  IBRF
10(m)(2)*   First Amendment to the Quaker Officers Severance 
            Program,  as  amended and  restated,  effective  
            March 11, 1998 (incorporated  by  reference  to the
            Company's Form 10-K for the fiscal year ended 
            December 31, 1997, file number 1-12)                   IBRF
10(n)*      The  Quaker  415 Excess Benefit Plan, as restated 
            effective  November  1, 1996  (incorporated by 
            reference to the Company's Form 10-K for the 
            fiscal year ended December 31, 1996, file 
            number 1-12)                                           IBRF
12          Statement re Computation of Ratios                       E
13          Annual  Report to Shareholders of The Quaker Oats 
            Company for the fiscal year ended December 31, 1998      E
21          List of Subsidiaries of the Registrant                   E
23          Consent of Auditors                                      E
27          Financial Data Schedules                                 E

* Denotes a management contract or compensatory plan or arrangement required to
be filed as an exhibit to this Form 10-K.
                                       

<8>

                                  SIGNATURES

   Pursuant  to  the  requirements of Sections 13 or 15(d)  of  the  Securities
Exchange  Act of 1934, the registrant has duly caused this report to be  signed
on its behalf by the undersigned, thereunto duly authorized.


THE QUAKER OATS COMPANY

By   /s/  ROBERT S. MORRISON
      Robert S. Morrison, Chairman, President and
      Chief Executive Officer

Date:  March 10, 1999

   Pursuant  to the requirements of the Securities Exchange Act of  1934,  this
report  has  been signed below on the 10th day of March 1999, by the  following
persons on behalf of the registrant and in the capacities indicated.


         Signature                                 Title

  /s/ ROBERT S. MORRISON       Chairman, President and Chief Executive Officer
      Robert S. Morrison                       
         
  /s/ TERENCE D. MARTIN        Senior Vice President and Chief
      Terence D. Martin        Financial Officer

  /s/ RICHARD M. GUNST         Vice President and Corporate Controller
      Richard M. Gunst

  /s/ FRANK C. CARLUCCI        Director
      Frank C. Carlucci

  /s/ KENNETH I. CHENAULT      Director
      Kenneth I. Chenault

  /s/ JOHN H. COSTELLO         Director
      John H. Costello
  
  /s/ W. JAMES FARRELL         Director
      W. James Farrell

  /s/ JUDY C. LEWENT           Director
      Judy C. Lewent

  /s/ J. MICHAEL LOSH          Director
      J. Michael Losh

  /s/ VERNON R. LOUCKS, JR.    Director
      Vernon R. Loucks, Jr.

  /s/ WALTER J. SALMON         Director
      Walter J. Salmon

  /s/ WILLIAM L. WEISS         Director
      William L. Weiss




<9>