As filed with the Securities and Exchange Commission on May 26, 1998
                                                       File No. ____________







                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549

                       ------------------------------

                      
                      
                                  FORM S-8
                           REGISTRATION STATEMENT
                                   Under
                         THE SECURITIES ACT OF 1933

                       ------------------------------

                          The Quaker Oats Company
           (Exact Name of Registrant as Specified in its Charter)


             New Jersey                                  36-1655315
  (State or Other Jurisdiction             (I.R.S. Employer Identification No.)
of Incorporation or Organization)

        321 North Clark Street
              Chicago, IL                                   60610
(Address of Principal Executive Offices)                  (Zip Code)


                The Quaker Long Term Incentive Plan of 1990
                The Quaker Long Term Incentive Plan of 1999
                         (Full Title of the Plans)


                               John G. Jartz
                   Senior Vice President-General Counsel
               -Business Development and Corporate Secretary
                          The Quaker Oats Company
                           321 North Clark Street
                             Chicago, IL 60610
                  (Name and Address of Agent For Service)
                               (312) 222-6437
     (Telephone Number, Including Area Code, of Agent For Service)

                      ---------------------------


                      CALCULATION OF REGISTRATION FEE
===============================================================================
                                      Proposed     Proposed
                                      Maximum      Maximum
                                      Offering     Aggregate
Title of Securities    Amount to be   Price Per    Offering        Amount of
to be Registered        Registered      Share*      Price*     Registration Fee
-------------------------------------------------------------------------------

Common Stock, 
  $5.00 Par Value       16,000,000   $56.21875   $899,500,000   $265,352.50
===============================================================================
*Pursuant to Rule 457(h)(1), the Proposed Maximum Offering Price Per Share
is estimated as $56.21875 solely for purposes of calculating the registration
fee on the basis of the average of the high and low prices of the Common
Stock as reported in The Wall Street Journal on May 18, 1998.


                                      

<PAGE>
                                  PART II

                          INFORMATION REQUIRED IN
                         THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

        The following documents, which have heretofore been filed by The
Quaker Oats Company, a New Jersey corporation (the "Company" or the
"Registrant"), with the Securities and Exchange Commission pursuant to the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), are
incorporated by reference herein and shall be deemed to be a part hereof:

         (a) The Company's Annual Report on Form 10-K for the year ended
             December 31, 1997.

         (b) The Company's Quarterly Report on Form 10-Q for the quarter
             ended March 31, 1998.

         (c) The descriptions of the Company's Common Stock and Preferred
             Stock Purchase Rights included in registration statements
             filed pursuant to Section 12 of the Securities Exchange Act of
             1934 and any amendments and reports filed for the purpose of
             updating those descriptions.

         All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the
filing of a post-effective amendment to this registration statement which
indicates that all securities offered have been sold or which deregisters
all securities then remaining unsold, shall be deemed to be incorporated
herein by reference and shall be deemed a part hereof from the date of
filing of such documents.

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         Not applicable.

Item 6.  Indemnification of Directors and Officers.

         The registrant's Bylaws and Section 14A:3-5 of the New Jersey
Business Corporation Act provide for limitation of liability and
indemnification of the registrant's directors and officers in a variety of
circumstances, which may include liabilities under the Securities Act of
1933. In addition, the registrant has purchased insurance permitted by New
Jersey on behalf of directors, officers, employees or agents which may
cover liabilities under the Securities Act of 1933. The registrant has also
entered into agreements with its directors which may provide
indemnification for liabilities under the Securities Act of 1933.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

         See Exhibit Index which is incorporated herein by reference.

<PAGE>

Item 9.  Undertakings.

         (a)         The undersigned registrant hereby undertakes:

           1.       To file, during any period in which offers or sales are
                    being made, a post-effective amendment to this
                    registration statement:

                    (i)         To include any prospectus required by 
                                Section 10(a)(3) of the Securities Act of 1933;

                    (ii)        To reflect in the prospectus any facts or
                                events arising after the effective date of
                                the registration statement (or the most
                                recent post-effective amendment thereof)
                                which, individually or in the aggregate,
                                represent a fundamental change in the
                                information set forth in the registration
                                statement. Notwithstanding the foregoing,
                                any increase or decrease in volume of
                                securities offered (if the total

                                    2

<PAGE>

                                dollar value of securities offered would
                                not exceed that which was registered) and
                                any deviation from the low or high end of
                                the estimated maximum offering range may be
                                reflected in the form of prospectus filed
                                with the Commission pursuant to Rule 424(b)
                                if, in the aggregate, the changes in volume
                                and price represent no more than 20 percent
                                change in the maximum aggregate offering
                                price set forth in the "Calculation of
                                Registration Fee" table in the effective
                                registration statement;

                    (iii)       To include any material information with
                                respect to the plan of distribution not
                                previously disclosed in the registration
                                statement or any material change to such
                                information in the registration statement;

                                Provided, however, that paragraphs
                                (a)(1)(i) and (a)(1)(ii) do not apply if
                                the registration statement is on Form S-3
                                or Form S-8, and the information required
                                to be included in a post-effective
                                amendment by those paragraphs is contained
                                in periodic reports filed with or furnished
                                to the Commission by the registrant
                                pursuant to Section 13 or Section 15(d) of
                                the Securities Exchange Act of 1934 that
                                are incorporated by reference in the
                                registration statement.

           2.       That, for the purpose of determining any liability
                    under the Securities Act of 1933, each such
                    post-effective amendment shall be deemed to be a new
                    registration statement relating to the securities
                    offered therein, and the offering of such securities at
                    that time shall be deemed to be the initial bona fide
                    offering thereof.

           3.       To remove from registration by means of a
                    post-effective amendment any of the securities being
                    registered which remain unsold at the termination of
                    the offering.

           (b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933,
each filing of the registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the registration statement shall be deemed to
be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

           (h) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the provisions of the
registrant's certificate of incorporation or by-laws or otherwise, the
registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as
expressed in the Securities Act of 1933 and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses incurred or paid by a
director, officer or controlling person of the registrant in the successful
defense of any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act of 1933 and will
be governed by the final adjudication of such issue.


                                  3

<PAGE>
                                 SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
registration statement or amendment thereto to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Chicago, State of
Illinois, on this 13th day of May, 1998.

                                          THE QUAKER OATS COMPANY


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

<PAGE>



                             POWER OF ATTORNEY

     Each person whose signature appears below hereby constitutes and appoints
John G. Jartz or Gerald A. Cassioppi, the true and lawful attorney-in-fact and
agents of the undersigned, with full power of substitution and resubstitution,
for and in the name, place and stead of the undersigned, in any and all
capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, and hereby grants to such attorney-in-fact
and agent full power and authority to do and perform each and every act and
thing requisite and necessary to be done, as fully to all intents and purposes
as the undersigned might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
registration statement or amendment thereto has been signed below by the
following persons in their respective capacities on this 13th day of May, 1998.

          Signature                                      Title
          ---------                                      -----

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


   /s/  ROBERT S. THOMASON
-------------------------------------     Senior Vice President Finance and
        Robert S. Thomason                Financial Officer


   /s/  THOMAS L. GETTINGS
-------------------------------------     Vice President and Corporate 
         Thomas L. Gettings               Controller
                          

   /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-1

<PAGE>

  /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




                                    S-2

<PAGE>



                               EXHIBIT INDEX
                               -------------

Exhibit
Number                Description of Exhibit
-------               ----------------------

4(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)

4(b)       By-laws of The Quaker Oats Company (incorporated 
           by reference to the Company's Form 10-K for the fiscal 
           year ended December 31, 1996, file number 1-12)


4(c)       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)


4(d)       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 

5          Opinion of John G. Jartz

         
23(a)      Consent of John G. Jartz (contained in Exhibit 5).

23(b)      Consent of Arthur Andersen LLP.

24         Powers of Attorney (included on the signature page of the 
           registration





                                    S-3
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 16610}]
{"company-data": {"conformed-name": "QUAKER OATS CO", "cik": "0000081371", "assigned-sic": "2040", "irs-number": "361655315", "state-of-incorporation": "NJ", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-53591", "film-number": "98631500"}, "business-address": {"street1": "QUAKER TOWER", "street2": "PO BOX 049001", "city": "CHICAGO", "state": "IL", "zip": "60604-9001", "phone": "3122228503"}, "mail-address": {"street1": "P.O. BOX 049001-STE 26-5", "city": "CHICAGO", "state": "IL", "zip": "60604-9001"}}
As filed with the Securities and Exchange Commission on May 26, 1998
                                                       File No. ____________

                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549

                       ------------------------------

                      
                      
                                  FORM S-8
                           REGISTRATION STATEMENT
                                   Under
                         THE SECURITIES ACT OF 1933

                       ------------------------------

                          The Quaker Oats Company
           (Exact Name of Registrant as Specified in its Charter)

             New Jersey                                  36-1655315
  (State or Other Jurisdiction             (I.R.S. Employer Identification No.)
of Incorporation or Organization)

        321 North Clark Street
              Chicago, IL                                   60610
(Address of Principal Executive Offices)                  (Zip Code)

                The Quaker Long Term Incentive Plan of 1990
                The Quaker Long Term Incentive Plan of 1999
                         (Full Title of the Plans)

                               John G. Jartz
                   Senior Vice President-General Counsel
               -Business Development and Corporate Secretary
                          The Quaker Oats Company
                           321 North Clark Street
                             Chicago, IL 60610
                  (Name and Address of Agent For Service)
                               (312) 222-6437
     (Telephone Number, Including Area Code, of Agent For Service)

                      ---------------------------

                      CALCULATION OF REGISTRATION FEE
===============================================================================
                                      Proposed     Proposed
                                      Maximum      Maximum
                                      Offering     Aggregate
Title of Securities    Amount to be   Price Per    Offering        Amount of
to be Registered        Registered      Share*      Price*     Registration Fee
-------------------------------------------------------------------------------

Common Stock, 
  $5.00 Par Value       16,000,000   $56.21875   $899,500,000   $265,352.50
===============================================================================
*Pursuant to Rule 457(h)(1), the Proposed Maximum Offering Price Per Share
is estimated as $56.21875 solely for purposes of calculating the registration
fee on the basis of the average of the high and low prices of the Common
Stock as reported in The Wall Street Journal on May 18, 1998.
PART II

                          INFORMATION REQUIRED IN
                         THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

        The following documents, which have heretofore been filed by The
Quaker Oats Company, a New Jersey corporation (the "Company" or the
"Registrant"), with the Securities and Exchange Commission pursuant to the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), are
incorporated by reference herein and shall be deemed to be a part hereof:

         (a) The Company's Annual Report on Form 10-K for the year ended
             December 31, 1997.

         (b) The Company's Quarterly Report on Form 10-Q for the quarter
             ended March 31, 1998.

         (c) The descriptions of the Company's Common Stock and Preferred
             Stock Purchase Rights included in registration statements
             filed pursuant to Section 12 of the Securities Exchange Act of
             1934 and any amendments and reports filed for the purpose of
             updating those descriptions.

         All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the
filing of a post-effective amendment to this registration statement which
indicates that all securities offered have been sold or which deregisters
all securities then remaining unsold, shall be deemed to be incorporated
herein by reference and shall be deemed a part hereof from the date of
filing of such documents.

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         Not applicable.

Item 6.  Indemnification of Directors and Officers.

         The registrant's Bylaws and Section 14A:3-5 of the New Jersey
Business Corporation Act provide for limitation of liability and
indemnification of the registrant's directors and officers in a variety of
circumstances, which may include liabilities under the Securities Act of
1933. In addition, the registrant has purchased insurance permitted by New
Jersey on behalf of directors, officers, employees or agents which may
cover liabilities under the Securities Act of 1933. The registrant has also
entered into agreements with its directors which may provide
indemnification for liabilities under the Securities Act of 1933.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

         See Exhibit Index which is incorporated herein by reference.
Item 9.  Undertakings.

         (a)         The undersigned registrant hereby undertakes:

           1.       To file, during any period in which offers or sales are
                    being made, a post-effective amendment to this
                    registration statement:

                    (i)         To include any prospectus required by 
                                Section 10(a)(3) of the Securities Act of 1933;

                    (ii)        To reflect in the prospectus any facts or
                                events arising after the effective date of
                                the registration statement (or the most
                                recent post-effective amendment thereof)
                                which, individually or in the aggregate,
                                represent a fundamental change in the
                                information set forth in the registration
                                statement. Notwithstanding the foregoing,
                                any increase or decrease in volume of
                                securities offered (if the total

                                    2
dollar value of securities offered would
                                not exceed that which was registered) and
                                any deviation from the low or high end of
                                the estimated maximum offering range may be
                                reflected in the form of prospectus filed
                                with the Commission pursuant to Rule 424(b)
                                if, in the aggregate, the changes in volume
                                and price represent no more than 20 percent
                                change in the maximum aggregate offering
                                price set forth in the "Calculation of
                                Registration Fee" table in the effective
                                registration statement;

                    (iii)       To include any material information with
                                respect to the plan of distribution not
                                previously disclosed in the registration
                                statement or any material change to such
                                information in the registration statement;

                                Provided, however, that paragraphs
                                (a)(1)(i) and (a)(1)(ii) do not apply if
                                the registration statement is on Form S-3
                                or Form S-8, and the information required
                                to be included in a post-effective
                                amendment by those paragraphs is contained
                                in periodic reports filed with or furnished
                                to the Commission by the registrant
                                pursuant to Section 13 or Section 15(d) of
                                the Securities Exchange Act of 1934 that
                                are incorporated by reference in the
                                registration statement.

           2.       That, for the purpose of determining any liability
                    under the Securities Act of 1933, each such
                    post-effective amendment shall be deemed to be a new
                    registration statement relating to the securities
                    offered therein, and the offering of such securities at
                    that time shall be deemed to be the initial bona fide
                    offering thereof.

           3.       To remove from registration by means of a
                    post-effective amendment any of the securities being
                    registered which remain unsold at the termination of
                    the offering.

           (b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933,
each filing of the registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the registration statement shall be deemed to
be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

           (h) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the provisions of the
registrant's certificate of incorporation or by-laws or otherwise, the
registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as
expressed in the Securities Act of 1933 and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses incurred or paid by a
director, officer or controlling person of the registrant in the successful
defense of any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act of 1933 and will
be governed by the final adjudication of such issue.

                                  3
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
registration statement or amendment thereto to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Chicago, State of
Illinois, on this 13th day of May, 1998.

                                          THE QUAKER OATS COMPANY

                                           By:   /s/ ROBERT S. MORRISON
                                               --------------------------------
                                                 Robert S. Morrison
                                                 Chairman, President and
                                                 Chief Executive Officer
POWER OF ATTORNEY

     Each person whose signature appears below hereby constitutes and appoints
John G. Jartz or Gerald A. Cassioppi, the true and lawful attorney-in-fact and
agents of the undersigned, with full power of substitution and resubstitution,
for and in the name, place and stead of the undersigned, in any and all
capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, and hereby grants to such attorney-in-fact
and agent full power and authority to do and perform each and every act and
thing requisite and necessary to be done, as fully to all intents and purposes
as the undersigned might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
registration statement or amendment thereto has been signed below by the
following persons in their respective capacities on this 13th day of May, 1998.

          Signature                                      Title
          ---------                                      -----

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

   /s/  ROBERT S. THOMASON
-------------------------------------     Senior Vice President Finance and
        Robert S. Thomason                Financial Officer

   /s/  THOMAS L. GETTINGS
-------------------------------------     Vice President and Corporate 
         Thomas L. Gettings               Controller
                          

   /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-1
/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

                                    S-2
EXHIBIT INDEX
                               -------------

Exhibit
Number                Description of Exhibit
-------               ----------------------

4(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)

4(b)       By-laws of The Quaker Oats Company (incorporated 
           by reference to the Company's Form 10-K for the fiscal 
           year ended December 31, 1996, file number 1-12)

4(c)       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)

4(d)       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 

5          Opinion of John G. Jartz

         
23(a)      Consent of John G. Jartz (contained in Exhibit 5).

23(b)      Consent of Arthur Andersen LLP.

24         Powers of Attorney (included on the signature page of the 
           registration

                                    S-3