Exhibit 10(j)(3)
                                FIRST AMENDMENT
                                    TO THE
                       QUAKER OFFICERS SEVERANCE PROGRAM
               (As Amended and Restated Effective July 9, 1997)


      WHEREAS,  the Quaker Officers Severance Program, as amended and  restated

effective  July  9, 1997 (the "Program"), was established by  The  Quaker  Oats

Company (the "Company") for the benefit of its eligible officers; and

     WHEREAS, amendment of the Program is desirable;

     NOW, THEREFORE, the Program is hereby amended effective March 11, 1998 as

follows:


1.   By substituting the following for subparagraphs 3(a)(1)(IV) and (V) of the

     Program and adding the following new subparagraph (VI):

  

     (IV)  Within  the time period indicated by the Company when it  tenders  a
     waiver,   release  and  separation  agreement  form  after  the  officer's
     termination,  such  document is fully executed  by  the  officer  (or  the
     officer's  representative)  and contains,  at  a  minimum,  provisions  to
     implement the following requirements:
     
          A.   Waiver   and  Release:  releases  the  Company,  its   officers,
               directors,    stockholders,    employees,    agents,    assigns,
               subsidiaries,  divisions,  parent  companies,  affiliates,   and
               successors  from all claims that arise out of or relate  in  any
               way  to  the  officer's employment or termination of  employment
               with  the  Company,  including claims under  anti-discrimination
               laws  (except  that claims for vested wages or  vested  benefits
               shall not be waived);
          
          B.   Restrictive  Covenants:   prohibits the officer  from  competing
               against the Company while receiving severance benefits under the
               Program;  prohibits the officer from "raiding" Company employees
               or  disclosing confidential information about the Company for  a
               specified period that ends not less than one year following  the
               end  of the officer's severance benefits under the Program;  and
               provides  for injunctive enforcement of these provisions,  among
               other potential remedies; and
          
          C.   Non-Disparagement and Cooperation:  prohibits the  officer  from
               disparaging  the Company for a specified period  that  ends  not
               less  than one year following the end of the officer's severance
               benefits  under  the  Program  and requires  him  to  reasonably
               cooperate  with  the Company in the defense  or  prosecution  of
               litigation,  provided  that truthful testimony  compelled  under
               oath   shall  not  be  deemed  a  breach  of  either  of   these
               requirements.
          
     The  Committee shall have broad and complete discretion to interpret these
     requirements  and  to fix the specific enforcement provisions,  collateral
     provisions   and  language  of  such  a  waiver,  release  and  separation
     agreement;  and  without  limitation, the use of  any  such  provision  or
     language the Company has used in a past separation agreement with  another
     officer  shall  be  deemed reasonable.  However, if the Company  fails  to
     tender a waiver, release and separation agreement form within fifteen (15)
     days  after the Committee received a written request for such a form  from
     the  officer  (or representative), then this requirement shall  be  deemed
     satisfied  even  though no such form is signed or in effect.   Nothing  in
     this  provision  shall  be construed as requiring an  officer  to  sign  a
     waiver, release and separation agreement; rather, when the waiver, release
     and separation agreement is tendered by the Company, the officer shall  be
     advised  that  he/she  has  two options:  sign  the  waiver,  release  and
     separation agreement, and receive severance benefits, or decline  to  sign
     the  waiver, release and separation agreement and thereby forego severance
     benefits.
     
     (V)   Notwithstanding anything to the contrary in subparagraphs 3(a)(1)(I)
     through  (IV),  if  the  Committee determines that an  officer  meets  all
     requirements  of subparagraphs 3(a)(1)(I) through (III),  but  it  is  too
     early   to   ascertain  whether  the  officer  will  satisfy  subparagraph
     3(a)(1)(IV)  because  the  time for considering or  revoking  the  waiver,
     release and separation agreement has not yet expired, then for the sake of
     administrative  convenience, the Committee may, in  its  sole  discretion,
     presume  that  the  officer  will  satisfy  subparagraph  3(a)(1)(IV)  and
     commence  providing severance benefits; provided if the officer  fails  to
     execute the waiver, release and separation agreement by the required time,
     revokes it during the prescribed period or otherwise indicates that he/she
     will  not satisfy subparagraph 3(a)(1)(IV), then all payments of severance
     benefits must immediately cease, but the Company shall not be entitled  to
     reimbursement for severance benefits already paid or provided.
     
     (VI)  If an officer competes against the Company, raids Company employees,
     discloses  confidential  information about  the  Company,  disparages  the
     Company,  or refuses to reasonably cooperate in defense or prosecution  of
     litigation, as determined by the Committee in its sole discretion  without
     regard  to  the  enforceability of the separation agreement  described  in
     subparagraph 3(a)(1)(IV) or factual findings made by a court in connection
     with  proceeding to enforce subparagraph 3(a)(1)(IV), then  the  Committee
     may  immediately and permanently terminate all further benefits under  the
     Program; provided, if the Company obtains and enforces injunctive  relief,
     then  during the period while an injunction is in effect, Program benefits
     cannot be interrupted or terminated."
     
2. By substituting the following for subparagraph 4(b) of the Program:

     "(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 officer, or  plan  or
     arrangement  of  the Company, except as follows.  If an  officer  is  also
     eligible  for severance benefits to be paid and provided pursuant  to  the
     Plan,  and/or  The  Quaker Severance Pay Plan (the  Severance  Plan),  the
     greater amount of compensation and longer severance period with respect to
     welfare  benefits, as determined pursuant to the terms of  the  Plan,  the
     Severance  Plan or Program (without regard as to whether the  officer  has
     signed  any waiver, release and/or separation agreement as required  under
     the  terms of the Plan, the Severance Plan or Program) shall be applicable
     to the officer.  Such greater amount or longer severance period shall then
     apply  subject to and in accordance with all terms of the applicable Plan,
     the Severance Plan or Program (including the officer's signing the waiver,
     release  and  agreement  as required under the  terms  of  the  Plan,  the
     Severance  Plan or Program).  In no event will an officer be  entitled  to
     duplicative benefits under the Plan, the Severance Plan and the Program."


     IN WITNESS WHEREOF, this Amendment is executed below by a duly authorized

officer of the Company.


                                  THE QUAKER OATS COMPANY



Dated:  March 11, 1998     By:     /s/Douglas J. Ralston
                                   Its Vice President