NON-QUALIFIED PERFORMANCE STOCK OPTION AGREEMENT




     RALSTON PURINA  COMPANY  (the  "Company"), effective  September  26,  1996,
grants this Non-Qualified Performance Stock Option to
("Optionee") to purchase a total of           shares  of  Common  Stock  of  the
Company ("Stock") at a price of $67.25 per share pursuant to its 1996  Incentive
Stock Plan  (the  "Plan").   Subject  to the  provisions  of the  Plan  and  the
following terms,  Optionee  may  exercise  this Option  from  time  to  time  by
tendering to the Company written notice  of exercise together with the  purchase
price in cash, or in shares of Stock which  have been held by Optionee at  least
six months, at  their Fair  Market Value as  determined by  the Human  Resources
Committee, or both.  In the event of any conflict between the terms of the  Plan
and the following terms, the terms of this Option Agreement shall prevail.

1.   Normal Exercise.  This Option becomes exercisable at the rate of 33-1/3% of

     the total shares on September 26 in each of the years 1998, 2001 and  2004,
     provided that the Performance Price Target applicable to each such date  is
     met on such date with respect to that  portion of the shares for which  the
     Vesting Requirement has been satisfied.   The shares with respect to  which
     the Performance Price Target  has not been met,  but for which the  Vesting
     Requirement has  been met,  remain unexercisable  until the  earliest  date
     thereafter on  which  a  Performance  Price  Target  associated  with  such
     subsequent date as set forth in the Stock Performance Table in paragraph  7
     of this Agreement is met.  If the New York Stock Exchange is closed on  any
     of such dates, then the applicable Performance Price Target must be met  on
     the next trading day thereafter.   Subject to the forfeiture provisions  of
     paragraph 4  below,  all Vesting  Requirements  and all  Performance  Price

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     Targets are waived on September 26,  2005, and all unexercised options  are
     exercisable on or after that date.   Once both the Vesting Requirement  and
     Performance Price Target are met or waived with respect to shares under the
     Option, such shares remain exercisable through September 25, 2006,  subject
     only to the provisions of paragraphs 3(b) and (c) and paragraph 4 below.

2.   Acceleration.  Notwithstanding the above, prior to September 26, 2005,  the

     Vesting Requirement is waived before the normal exercise dates set forth in
     paragraph 1 hereof upon the occurrence of any of the following events:

     a.   Death of Optionee;

     b.   Declaration of Optionee's total and permanent disability;

     c.   Retirement from the Board of Directors of the Company; or

     d.   Split-up of the Company as defined by the Human Resources Committee of
          the Board.

     The Performance Price Target for shares  for which the Vesting  Requirement
     is waived upon the occurrence of the events set forth in paragraphs 2a, 2b,
     2c or 2d,  and for shares  for which the  Vesting Requirement  but not  the
     Price Performance Target previously had been  met before the occurrence  of
     one of such events, shall be  the Performance Price Target associated  with
     the date set forth in the Stock Performance Table immediately preceding the
     date of such event.   Options for such shares  shall be exercisable if  the
     Performance Price Target is met on  one day during the applicable  exercise
     period set forth in paragraph 3.

     Notwithstanding the  foregoing, all  Vesting Requirements  and  Performance
     Price Targets which  have not been  met as of  a Change in  Control of  the

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     Company are  waived, and  all  Options which  have  not been  forfeited  or
     exercised prior to a Change of Control are exercisable after such Change of
     Control.

3.   Exercise After Certain Events.  Upon the  occurrence of any of  the events

     described below, any Options  exercisable on the date  of such event  shall
     remain exercisable during the period stated  below, but, in any event,  not
     later than September 25, 2006:

     a.   Upon Optionee's retirement from the Board of Directors, declaration of
          total and permanent  disability or  death, such  Options shall  remain
          exercisable for the balance  of the option  term remaining after  such
          event;

     b.   When, prior to a  Change of Control, there  has been a declaration  of
          forfeiture pursuant  to  Section IV  of  the Plan  because  Optionee's
          employment is Terminated  for Cause, Optionee  engages in  competition
          with the Company or an Affiliate, or Optionee engages in any  activity
          or conduct  contrary to  the  best interests  of  the Company  or  any
          Affiliate, such  Options  shall  remain  exercisable  for  seven  days
          thereafter; or

     c.   With respect  to  Options  that are  exercisable  after  a  Change  of
          Control, such  shares  shall  remain exercisable  for  seven  days  if
          Optionee's employment  is Terminated  for Cause,  Optionee engages  in
          competition with the Company or an  Affiliate, or Optionee engages  in
          any activity or conduct contrary to the best interests of the  Company
          or any Affiliate.

     The restrictions on exercise set forth  in Sections II.C.1, 2 and 3(ii)  of
     the Plan are not applicable to the terms of this Option.

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4.   Forfeiture.   Prior to  a Change  of  Control, this  Option is  subject  to

     forfeiture for the reasons set forth in Section IV.A.1, 3 or 4 of the Plan.
     If there is an event of forfeiture, only those shares that are  exercisable
     at that time may be exercised as set forth in paragraph 3 hereof.

5.   Adjustments.   Upon any  stock split-up,  stock dividend,  issuance of  any

     targeted  stock,  combination  or  reclassification  with  respect  to  any
     outstanding class or series of Stock,  or consolidation, merger or sale  of
     all or substantially all of the assets of the Company, the Committee  shall
     cause adjustments as it  deems equitable or appropriate  to be made to  the
     terms of this Option.

7.   Definitions.  Unless  otherwise defined in  this Option Agreement,  defined

     terms used herein shall have the same meaning as set forth in the Plan.

               "Change of Control"  shall occur when  (i) a  person, as  defined
          under the securities  laws of the  United States, acquires  beneficial
          ownership of more than 50% of the outstanding voting securities of the
          Company; or (ii)  the directors of  the Company  immediately before  a
          business combination  between the  Company and  another entity,  or  a
          proxy contest  for  the election  of  directors, shall,  as  a  result
          thereof, cease to constitute a majority  of the Board of Directors  of
          the Company or any successor to the Company.

               "Date of Grant" means September 26, 1996.

               "Performance Price Target"  shall mean  the closing  price for  a
          share of Stock  as quoted  in the  New York  Stock Exchange  Composite
          Transactions, as set forth in the  Stock Performance Table below  with

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          respect to each anniversary  of the Date of  Grant of this Option  and
          the last day of each quarter between such anniversary dates:


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


                            Stock Performance Table



             Anniversary  of  Date  Performance   Price
             of Grant               Target

             September 26, 1996     $67.25

             December 31, 1996      $68.08

             March 31, 1997         $68.91

             June 30, 1997          $69.76

             September 26, 1997     $70.61

             December 31, 1997      $71.48

             March 31, 1998         $72.36

             June 30, 1998          $73.24

             September 26, 1998     $74.14

             December 31, 1998      $75.05

             March 31, 1999         $75.97

                                       5

             June 30, 1999          $76.91

             September 26, 1999     $77.85

             December 31, 1999      $78.81

             March 31, 2000         $79.77

             June 30, 2000          $80.75

             September 26, 2000     $81.74

             December 31, 2000      $82.75

             March 31, 2001         $83.76

             June 30, 2001          $84.79

             September 26, 2001     $85.83

             December 31, 2001      $86.88

             March 31, 2002         $87.95

             June 30, 2002          $89.03

             September 26, 2002     $90.12

             December 31, 2002      $91.23

             March 31, 2003         $92.35

             June 30, 2003          $93.48

             September 26, 2003     $94.63

             December 31, 2003      $95.79

             March 31, 2004         $96.96

             June 30, 2004          $98.15

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             September 26, 2004     $99.36

             December 31, 2004      $100.58

             March 31, 2005         $101.81

             June 30, 2005          $103.06


</TABLE>
               "Termination for  Cause"  shall mean  Optionee's  termination  of
          employment with  the  Company  because  of  the  willful  engaging  by
          Optionee in gross  misconduct; provided, however,  that a  Termination
          for Cause shall not include termination attributable to (i) poor  work
          performance, bad judgment or negligence on the part of Optionee,  (ii)
          an act or omission believed by Optionee in good faith to have been  in
          or not opposed  to the best  interests of the  Company and  reasonably
          believed by Optionee to be lawful, or (iii) the good faith conduct  of
          Optionee in connection with a Change of Control (including  opposition
          to or support of such Change of Control).

               "Vesting Requirement"  shall mean  the  provision, set  forth  in
          paragraph 1, regarding exercise of the  Option at the rate of  33-1/3%
          of the total shares on September 26 of the years 1998, 2001 and 2004.

8.   Severability.  The invalidity or  unenforceability of any provision  hereof

     in any jurisdiction shall not affect the validity or enforceability of  the
     remainder hereof in that jurisdiction, or the validity or enforceability of
     this Option, including that provision, in  any other jurisdiction.  To  the
     extent permitted by applicable law, the Company and Optionee each waive any
     provision of law that renders any  provision hereof invalid, prohibited  or
     unenforceable in any respect.  If any  provision of this Option is held  to
     be unenforceable for any reason, it  shall be adjusted rather than  voided,
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     if possible, in order to  achieve the intent of  the parties to the  extent
     possible.

9.   Choice of Law.  The validity,  construction, interpretation and  effect of

     this Option Agreement  shall be determined  solely in  accordance with  the
     laws, but  not the  laws pertaining  to choice  of laws,  of the  State  of
     Missouri.



ACKNOWLEDGED AND ACCEPTED:         RALSTON PURINA COMPANY


By:                                By:
     W. P. Stiritz                      C. S. Sommer
                                        Vice President, Administration



     Date                               Date












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