Exhibit 3(b)                                 
                                 
                                 
                                 B Y L A W S

                                      OF
                                       
                            THE QUAKER OATS COMPANY
                                       
                        AS AMENDED - NOVEMBER 13, 1996
                                       
                         EFFECTIVE - NOVEMBER 13, 1996


                                  B Y L A W S

                                      OF
                                       
                            THE QUAKER OATS COMPANY
                                       



CORPORATE OFFICES AND SEAL

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

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

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


CAPITAL STOCK AND TRANSFERS THEREOF

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

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


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

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

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


SHAREHOLDERS

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

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

     Bylaw 11 - Special meetings of the shareholders for purposes allowed by
law may be held at any time when called by the Chairman of the Board or
President, or upon resolution or written request of a majority of the board or
of a majority of the executive committee.  Written notice of the time, place,
and purposes of every special meeting of shareholders shall be given not less
than 10 nor more than 60 days before the date of the meeting, either personally
or by mail, to each shareholder of record entitled to vote at the meeting.
Only those matters set forth in the notice of the special meeting may be
considered or acted upon at such special meeting, unless otherwise provided by
law.

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

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

     Bylaw 14 - The Chairman of the Board shall act as chairman of each
shareholders' meeting.  If he is absent, the President or a Vice President
shall so act.  If all of the foregoing are absent, then the meeting itself by a
majority vote in interest may select some shareholder present to preside, which
vote shall be recorded in the minutes.  The Secretary of the Corporation, if
present, shall act as secretary of each shareholders' meeting.  If the
Secretary of the Corporation is absent, an Assistant Secretary shall so act.
If all of the foregoing are absent, then the chairman of the meeting shall
designate a person to act as secretary.  A declaration by the chairman that any
resolution has been duly carried, and an entry to that effect in the minutes of
the meeting, shall, in all cases where a poll in not demanded, be competent and
sufficient evidence of the fact and legality of adoption of such resolution.

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

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

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

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

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

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

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

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

     Bylaw 17 - Except as otherwise provided by law, if any shareholder desires
to solicit written consents for action to be taken by shareholders of the
Corporation without a meeting, prior written notice of any such solicitation
must be given and received by the Secretary of the Corporation at the principal
executive offices of the Corporation either by personal delivery or by United
States mail not later than 45 days prior to the date such written consents, or
soliciting material relating thereto, are first published, sent or given to any
shareholder.  Such notice shall describe the matter for which written consent
is being sought and shall set forth (i) the name and address, as it appears on
the books of the Corporation, of the shareholder who seeks the written consent;
(ii) a representation that the shareholder is a holder of record of stock of
the Corporation entitled to vote on the matter for which written consent is
being sought and intends to vote on the matter for which written consent is
being sought; and (iii) the class and number of shares of the Corporation which
are beneficially owned by the shareholder.  In addition, the notice shall set
forth the reasons for conducting such proposed business by means of the written
consent and any material interest of the shareholder in such business.  No
action taken by written consent shall be valid unless taken in accordance with
the foregoing procedures.

BOARD OF DIRECTORS

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

     Bylaw 19 - A director shall hold office until the annual meeting for the
year in which his or her term expires and until his or her successor shall be
elected and shall qualify, subject, however, to prior death, resignation,
retirement, or removal from office.  Any newly created directorship resulting
from an increase in the number of directors and any other vacancy on the board
of directors, however caused, may be filled by a majority of the directors then
in office, although less than a quorum, or by a sole remaining director;
provided that if the number of directors is increased, not more than two such
newly created directorships may be filled by the directors in any period
between annual meetings of shareholders.  Any director so elected to fill a
vacancy shall, without regard to the class in which such vacancy occurred, hold
office until the next succeeding annual meeting of shareholders and until his
or her successor shall have been elected and qualified.  The term of a director
elected by shareholders to fill a newly created directorship or other vacancy
shall expire at the same time as the terms of the other directors of the class
in which the vacancy occurred.
     Bylaw 20 - Regular meetings of the board shall be held six times each year
at such time and place as the board may determine, subject to the right of the
Chairman of the Board, the President, or the executive committee, by notice
required for a special meeting of the board, to change the time or place of a
regular meeting.  Except as aforesaid, no notice of a regular meeting is
required.

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

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

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


EXECUTIVE COMMITTEE

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

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

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

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

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

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

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

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

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

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

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

OTHER COMMITTEES

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


MEETINGS AND ACTION OF DIRECTORS WITHOUT A MEETING

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

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


OFFICERS

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

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

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

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

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

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

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

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

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

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

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


FISCAL YEAR AND DIVIDENDS

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

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


AMENDMENTS

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


INDEMNIFICATION

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

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


SENIOR LEADERSHIP TEAM (SLT) COMMITTEE

     Bylaw 39 - The Chairman of the Board shall appoint such officers of the
Corporation who, together with the Chairman of the Board, shall constitute the
Senior Leadership Team (SLT)Committee of the Corporation.  Members of the SLT
Committee shall serve at the discretion of the Chairman of the Board and shall
advise regarding management of the Corporation and otherwise assist the
Chairman as requested.  The SLT Committee shall meet at such places and times
as are designated by the Chairman of the Board.