1996 LEVERAGED INCENTIVE PLAN
                         -----------------------------

I.          RECOMMENDATION
            --------------
     Management  recommends implementation of a second flight of the Leveraged
Incentive  Plan  approved  in 1994 to provide a 3-year duration cash incentive
award for a select group of key executives whose actions can positively impact
shareholder  value.    This  second  plan would be known as the 1996 Leveraged
Incentive  Plan  (the  "Plan").

II.          BACKGROUND
             ----------
     Our  pay  objective  continues  to position base pay below the median for
comparable  executive  positions  at  comparator companies while providing the
opportunity  to achieve total compensation at the 75th percentile or above for
exceptional  performance.

     Hewitt  has  evaluated  the  Company's  total  pay  in 1995, which was an
outstanding  year  for  Company  performance.    Even in F'1995, our long-term
incentive  and  net  total  compensation  were  significantly  below  the 75th
percentile  and  only  marginally  above  the  50th  percentile  among 28 peer
competitors.

				          F'95  Competitive  Posture
				          --------------------------
                                   50th  Percentile          75th  Percentile
                                   ----------------          ----------------

          Total  Cash     	   	+5%                    -12%
          Long  Term  Incentive            +5%                    -16%
          NET  TOTAL  COMPENSATION         +5%                    -14%

     Implementing a continuation of this award with an overlapping flight will
provide  the  long-term  incentive  pay  continuity originally anticipated and
should  further  assuage  the  deficiency  (even  in  years  of  outstanding
performance)  referenced  above.

III.          ELIGIBILITY
              -----------

     Eligibility  for  this  plan  would  be limited to certain key executives
nominated  by  the Chief Executive Officer and approved by the Human Resources
Committee  of  the  Board  of  Directors.

     Participants  must  remain  employed by the Company throughout the 3-year
performance  period  to  be  eligible  to  receive  payment  under  the  Plan.
Exceptions would comprise cases of retirement and eligibility for commencement
of  retirement benefits under one of the Company's qualified retirement plans,
long-term  disability,  death,  sale of business or business unit or discharge
related  to  sale  of  unit,  or  other  involuntary  termination.    In these
situations pro rata payments would be made based on performance of the Company
and  peer  group  to  the  termination  date.

<PAGE>
                                     - 2 -

                     1996 LEVERAGED INCENTIVE PLAN (CONT.)

IV.          PLAN  DESCRIPTION
             -----------------
     A.          PERFORMANCE  MEASURES
                 ---------------------
     Average  compound  growth  in  Total  Shareholder  Return  (stock  price
appreciation  plus  dividends)  and  compound "controllable earnings" would be
measured  over  a  three-year  period  beginning  October  1,  1996 and ending
September  30,  1999.  Appropriate  adjustments  would be made in the event of
divestiture,  acquisition, recapitalization, or other financial restructuring.
Corporate  participants would be  measured on Total Shareholder Return ("TSR")
only;  however,  unit participants would be measured half according to TSR and
half according to controllable earnings growth within their unit as determined
by  the  Corporate  Controller's  Office.

     The  TSR measurement would be made in both absolute terms and in relation
to  a  group  of peer companies (see next page).  In calculating the beginning
and  ending  stock  price under the Plan, the average of the closing price for
the  previous  ten  trading days including the first and last days of the Plan
term,  would  be  used.

     B.          AWARD  OPPORTUNITY  -  BASE  AWARD
                 ----------------------------------
     A base cash award would be made at the end of the three-year period based
on  the  following  schedule:



Performance Factors For:		Performance Factors For:		This Plan would pay
Corporate			Operating Units			accourding to 
				Compound Growth Weighted:		designated participa-
Total Shareholder				50%			tion levels this %
Return (TSR)			50%	Controllable		of salary**
Compound Growth			TSR +	Earnings* /2=Sample
					of Unit	   Outcome	Full	Half   Quarter


<TABLE>
<CAPTION>
<S>             <C>                        <C>                          <C>    <C>    <C>

18% or Higher   18% +    16%  \ 2 =  17%> 		                      100%  50.0%    25%
17%             17% +    15%  \ 2 =  16%                                   90%  45.0%   22.5%
16%             16% +    14%  \ 2 =  15%                                   80%  40.0%     20%
15%             15% +    13%  \ 2 =  14%                                   70%  35.0%   17.5%
14%             14% +    12%  \ 2 =  13%                                   60%  30.0%     15%
13%             13% +    11%  \ 2 =  12%                                   50%  25.0%   12.5%
12%             12% +    10%  \ 2 =  11%                                   45%  22.5%  11.25%
11%             11% +     9%  \ 2 =  10%                                   40%  20.0%     10%
10%             10% +     8%  \ 2 =   9%                                   35%  17.5%   8.75%
9%               9% +     7%  \ 2 =   8%                                   30%  15.0%    7.5%
8%               8% +     6%  \ 2 =   7%                                   25%  12.5%   6.25%
Less than 8%    Less than 7%                                               0%     0%     0%
--------------  -------------------------                               -----  -----   -----     
</TABLE>


*    Controllable  earnings  before  special  items  such  as  acquisitions or
divestitures
**    Defined  as aggregate salary over the 3-year period.  Amounts in between
those  shown  above  will  be  calculated  using  straight-line  interpolation

<PAGE>
                                     - 3 -

                     1996 LEVERAGED INCENTIVE PLAN (CONT.)

For  a  given payment level, the operating units' controllable earnings growth
standard,  recognizing  the  absence  of  dividends,  is  2% less than the TSR
demanded.

     C.          AWARD  OPPORTUNITY    -  PEER  GROUP  AWARD
                 -------------------------------------------

          If  Ralston  Purina  Company's  3-Year TSR meets or exceeds the 75th
percentile  of  its peer Competitor Group, an additional 50%, 25%, or 12 1/2%,
                                              --------------------------------
of aggregate salary, depending on one's participation level, would be deferred
for  all  Plan participants until retirement, termination, death, or long-term
disability,  in  Ralston Purina stock equivalents in an account established in
the participants' names in the Equity Option of the Deferred Compensation Plan
for  Key  Employees.  This peer-group payout would be made irrespective of the
absolute level of TSR.  Attachment #1 provides a sample calculation for both a
Corporate  and  a  business  unit  participant.

     D.          PERFORMANCE  PEER  GROUP
                 ------------------------

          -  S&P's    Foods  and  Household Products Indices plus Duracell and
Gillette  -

          Archer  Daniels  Midland                              H.  J.  Heinz
          Campbell  Soup  Company                          Hershey Foods Corp.
          The  Clorox  Company                                 Kellogg Company
          Colgate-Palmolive  Company                            Kimberly Clark
          ConAgra,  Inc.                          The Proctor & Gamble Company
          CPC  International  Inc                      The Quaker Oats Company
          Duracell                                      Ralston Purina Company
          General  Mills                                      Sara Lee Company
          Gillette                                     Wm. Wrigley Jr. Company

           Companies  must  be  in  the  sample  for  the entire 3 years to be
counted
           Dividend  reinvestment,  calculated  using  S&P  methodology
           Final  calculations related to the Peer Group's performance will be
overseen  by  Hewitt
             Associates  or  another    independent  consulting  firm.

     E.          FORM  AND  TIMING  OF  PAYMENT
                 ------------------------------

          The  base  award  would  be  made  after the close of the three-year
performance  period  in  cash  or might be deferred into either of the options
available  in  the Deferred Compensation Plan for Key Employees, if so elected
by  Plan  participants at least one year prior to the date the amount of award
would  be  determinable,  or  deferral  may be mandated by the Human Resources
Committee  to  assure  compliance with the deductibility provisions of Section
162(m) of the Internal Revenue Code of 1986, as amended.  If the Equity Option
is elected for deferral, there would be no match.  The peer group payout would
be  deferred  in  the Equity Option with no transfer permitted to another fund
until  a participant's retirement (including "early" retirement), termination,
death  or  long-term  disability.    Appropriate
                                     - 4 -

                          1996 LEVERAGED INCENTIVE PLAN (CONT.)


          amendments would be made, subject to final approval by C. S. Sommer,
to  the  Deferred Compensation Plan.  Pro rata payments as described under III
would  include  a  peer  group  computation  at  the  time  of an individual's
departure.


          If  Ralston  Purina  Company  should  cease  to be a publicly-traded
company,  or  in  those  situations  described as exceptions under Eligibility
                                                                   -----------
relating to employment tenure throughout the 3-year Plan duration, participant
awards  earned to that date would be paid as soon as practicable thereafter on
a  pro-rata  basis.

          If, in the year of payment, a participant's compensation exceeds the
Company's  $1  million  limit  on deductible compensation, the Human Resources
Committee may, at its sole discretion and without the consent of participants,
defer  payment or a portion thereof until the year in which compensation would
be  deductible.    The Committee retains the discretion to effect deferrals in
other  circumstances  as  it  deems  appropriate.

          The  value  of awards, to the extent permitted by applicable benefit
plans,  would  be  included  in  annual  benefit  earnings.

V.          VALUE/COST  SUMMARY
            -------------------

     Assuming  a  constant  dividend  payout  at  2%, constant RAL stock price
multiple,  and  participant  salary growth at 5% per year, the following table
indicates program costs in relation to value returned to the shareholder.  The
illustrated  favorable  leverage for shareholders is significant at all levels
of  performance.

                    LEVERAGED  INCENTIVE  PLAN  SUMMARY
                    -----------------------------------

                   %  Average  Annual       Total     Annualized     Projected
          ---------------------------
          Shareholder      Op. Unit     3 Year Value     Cost of Award     RAL
Share
          Return          Weighted Return     Returned     If Earned     Price
          ------          ---------------     --------     ---------     -----
            8              7          $1.6  bil.          $1,239,900       $78
          13          12          $2.8  bil.          $2,479,700           $89
          18          17          $4.1  bil.          $4,959,400          $102

     If  RAL's  performance  is  in  the top quartile of common stocks of peer
companies  previously  referenced,  an additional payout of $7.2 million would
occur -- irrespective of the level of total business unit growth and return to
shareholders.    It  is expected RAL's relative stock price would reflect this
superior  performance.

VI.          OTHER
             -----

     Attachment  #2  lists  the participants in the Plan and their recommended
level  of  participation.

                                     - 5 -

                          1996 LEVERAGED INCENTIVE PLAN (CONT.)


     Appropriate  adjustments  in  computing TSR would be made in the event of
any  divestiture,  acquisition,  recapitalization,  or  other  financial
restructuring  of  the  Company.    Were  the  Plan  to be terminated prior to
September 30, 1999, appropriate pro rata payments would be made or deferred as
in  the  manner  previously  described  in  III.  and  IV.E.

     Management  requests,  in  circumstances which warrant, that authority be
delegated  to  the  Chief  Executive  Officer  to  add  additional  executive
participants to this 3-year Plan on a pro rata basis up to, but not to exceed,
cumulative  aggregate  participants'  salary  additions  of  $1  million.

ex10xx.doc