Exhibit 10.11

                        FIRST AMENDMENT TO AGREEMENT AND
                             PLAN OF REORGANIZATION

     This First  Amendment  ("First  Amendment")  to the  Agreement  and Plan of
Reorganization  by and between  Ralston Purina Company,  a Missouri  corporation
("Ralston"),   and  Agribrands  International,   Inc.,  a  Missouri  corporation
("Agribrands").

                                   WITNESSETH:

     WHEREAS,  Ralston and  Agribrands,  formerly a wholly owned  subsidiary  of
Ralston,  executed an Agreement and Plan of Reorganization  dated as of April 1,
1998 (the "Reorganization Agreement"), to effect the Distribution of Agribrands;
and

     WHEREAS,  in such  Reorganization  Agreement  Ralston agreed to continue to
guarantee  certain   indebtedness  of  Purina  Korea,   Inc.,  a  subsidiary  of
Agribrands,  for a period of time after the  Distribution  but no later than May
31, 1998, in  consideration  for which Ralston retained a certain portion of the
Agribrands  Cash  Holdings  which  otherwise  would  have  been  transferred  to
Agribrands as of the Distribution; and

     WHEREAS,  the parties to the Reorganization  Agreement have mutually agreed
to a limited extension of the period of such guarantee by Ralston; and

     WHEREAS,  pursuant to Section 12.07 of the  Reorganization  Agreement,  the
Reorganization Agreement may be amended in writing by the parties thereto; and

     WHEREAS,  Ralston  and  Agribrands  now desire to amend the  Reorganization
Agreement; and


                                       
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     NOW THEREFORE,  in  consideration  of the premises and the mutual covenants
herein  contained and intending to be legally bound thereby,  the parties hereto
agree as follows:

     1.  Section  2.04(a) of the  Reorganization  Agreement  shall be amended to
delete the date May 31, 1998 contained therein,  and to substitute  therefor the
date June 30, 1998.

     2.  Section  2.04(g) of the  Reorganization  Agreement  shall be amended to
delete the following sentence:

          "A preliminary  determination  of the actual Cash and  Indebtedness of
          Agribrands as of the Distribution  shall be made no later than 60 days
          after the Distribution Date in order to make a preliminary  adjustment
          of Cash from  Ralston to  Agribrands  or vice versa,  as the  findings
          warrant."

and to substitute therefor:

          "A preliminary  determination  of the actual Cash and  Indebtedness of
          Agribrands as of the Distribution shall be made no later than June 30,
          1998 in order to make a preliminary adjustment of Cash from Ralston to
          Agribrands or vice versa, as the findings warrant."

     In  addition,  the  phrase  at the end of the last  sentence  of the  first
paragraph of Section 2.04(g) shall be amended to delete "up to 60 days after the
Distribution  Date" and to  substitute  therefor  "ending no later than June 30,
1998."

     3. All  capitalized  terms set forth in this First  Amendment which are not
otherwise  defined herein shall have the meanings  assigned to such terms in the
Reorganization Agreement unless the context otherwise requires.

     4. This First Amendment may be executed in two or more counterparts, all of
which shall be considered  one and the same agreement and each of which shall be
deemed an original.

     5. This First  Amendment  shall be of no force or effect until executed and
delivered by each of the parties hereto.  The amendments  contained herein shall
be deemed to be a part of the  Reorganization  Agreement as of the date thereof,
and shall be governed by, subject to and construed in accordance  with the terms
of the Reorganization Agreement.


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<PAGE>

     6. Except as otherwise provided for herein, all of the terms and conditions
of the  Reorganization  Agreement are hereby ratified and shall remain unchanged
and continue in full force and effect.

     7. This First Amendment and the legal relations  between the parties hereto
shall be governed by and construed in  accordance  with the laws of the State of
Missouri.

     IN WITNESS WHEREOF,  the parties hereto have caused this First Amendment to
be duly executed as of this 29th day of May, 1998.

AGRIBRANDS INTERNATIONAL, INC.        RALSTON PURINA COMPANY



  By:______________________________    By:____________________________
         David R. Wenzel                    James R. Elsesser
         Chief Financial Officer            Vice President and
                                            Chief Financial Officer



Attest:____________________________     _____________________________
         Michael J. Costello                Nancy E. Hamilton
         Secretary                          Secretary



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