8-K

                          UNITED STATES
               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549
                                
                                
                            FORM 8-K
                                
                                
                         CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
                                
                                
Date of Report (Date of earliest event reported)        March 27, 1997
                                
                                
                                
                     THE QUAKER OATS COMPANY
     (Exact name of registrant as specified in its charter)
                                
       New Jersey          1-12                36-1655315
       (State or other     (Commission         (IRS Employer
       jurisdiction of     File Number)        Identification No.)
       incorporation)
                                
                                
    Quaker Tower P.O. Box 049001 Chicago, Illinois  60604-9001
            (address of principal executive offices)
                                
                                
 Registrant's telephone number, including area code      312-222-7111
                                

   (Former name or former address, if changed since last report.)


Item 5.  Other Events

On March 27, 1997, The Quaker Oats Company, a New Jersey
corporation and the Registrant herein (the Company) , announced a
definitive agreement to sell 100 percent of its shares of its
wholly-owned subsidiary, Snapple Beverage Corp., a Delaware
corporation, to Triarc Companies, Inc., a Delaware corporation,
for $300 million.  The transaction is subject to certain
conditions, including the receipt of appropriate regulatory
approval.  Additional information regarding the transaction is
provided in the Company's News Release dated March 27, 1997, made
a part hereof as Exhibit (99).




                            SIGNATURE



Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.



                     THE QUAKER OATS COMPANY




                                    By       /s/Thomas L. Gettings
                                             Thomas L. Gettings
                                             Vice President and
                                             Corporate Controller



Date:  April 2, 1997




                          EXHIBIT INDEX





     Exhibit                   Exhibit                            Paper (P) or
      Number                 Description                         Electronic (E)

        (99)           News Release dated March 27, 1997 -            (E)
                       "Quaker Oats Announces Definitive
                       Agreement for Sale of Snapple Business
                       to Triarc Companies, Inc."

EX-99

                                                                               
News Release




Picture of           The Quaker Oats Company            Further Information:
Quaker Logo                                             Mark D. Dollins
goes here            P.O. Box 049001                    Director, Corporate
                     Communications
                     Chicago, IL  60604-9001            (312) 222-6914

QUAKER OATS ANNOUNCES DEFINITIVE AGREEMENT FOR SALE OF SNAPPLE BUSINESS TO
TRIARC COMPANIES, INC.

     CHICAGO, IL., March 27, 1997 -- The Quaker Oats Company (NYSE:OAT)
today announced a definitive agreement with Triarc Companies, Inc. for the
sale of its Snapple beverage business for $300 million.
     "The decision to sell Snapple was reached after an extensive review
of various shareholder value-building options by management, with the
assistance of its financial advisor, Goldman Sachs & Co.," said William D.
Smithburg, Chairman, President and Chief Executive Officer.  "After
reviewing all possible options, we decided it was in the shareholders'
interest to remove the financial burdens and risks Snapple brought to the
portfolio and better focus on our value-driving businesses.
     "Because of the timing of the sale, we will also be able to recoup
taxes paid on previous capital gains of approximately $250 million, making
the cash value of the transaction approximately $550 million.  In
connection with the transaction, Quaker will also take a non-cash pretax
charge of about $1.4 billion to record the loss on the sale," Smithburg
said.  The transaction is expected to result in a net charge of about
$8.40 per share in Quaker's first fiscal quarter.
     "As a result of the sale, earnings, excluding the one-time loss, are
expected to increase by approximately an additional $.10 per share in 1997
as debt is reduced and Snapple losses removed.  Quaker's future earnings
per share will also benefit from these actions.  Cash flow, which was
already projected to be positive, will increase by the sale proceeds in
the second quarter of 1997 and the expected recapture of capital gain
taxes in early 1998."
     "With annual sales of approximately $550 million, Snapple continues
to be a leading alternative beverage brand with the ability to generate
growth," noted Smithburg, "but that opportunity is best pursued by a
company with synergies in the independent distribution network."
     "Last year, U.S. and Canadian Foods and Gatorade delivered operating
income in excess of $500 million.  These businesses continue to perform
well," Smithburg concluded.
     The transaction is expected to close as soon as possible after
receipt of regulatory approvals.
                                     # # #
The Quaker Oats Company press releases are available at no charge through PR
Newswire's Company News On-Call Fax Service.  For a menu of available Quaker
Oats Company press releases or to retrieve a specific release, call -1-800-
758-5804, extension 103689.  They are also available through the Internet:
http://www.quakeroats.com/