INDEMNIFICATION AGREEMENT
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     INDEMNIFICATION AGREEMENT (the "Agreement") made this ____ day of ________,
1997, between RALSTON PURINA COMPANY, a Missouri corporation (the "Company") and
WILLIAM  P.  STIRITZ  ("Director").
     WHEREAS,  Director is a member of the Board of Directors of Company, and in
such  capacity  is  performing  a  valuable  service  for  Company;  and
     WHEREAS,  the Company's Restated Articles of Incorporation (the "Articles")
permit  the indemnification of directors, officers, employees and certain agents
of the Company, and indemnification is also authorized by Section 351.355 of the
Missouri  Revised  Statutes, as amended to date (the "Indemnification Statute");
and
     WHEREAS,  the  Articles  and  the  Indemnification  Statute  permit  full
indemnification of directors absent knowingly fraudulent, deliberately dishonest
or  willful  misconduct;  and
     WHEREAS,  in  order to induce Director to serve as a member of the Board of
Directors  of  Company,  Company  has  determined  and agreed to enter into this
contract  with  Director;
     NOW  THEREFORE,  in  consideration  of  Director's  continued  service as a
director  after  the  date  hereof,  the  Company and Director agree as follows:
     1.       Indemnity of Director.  Company hereby agrees to hold harmless and
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indemnify  Director to the full extent authorized or permitted by the provisions
of  the  Indemnification  Statute,  or  by  any  amendment thereof, or any other
statutory  provisions  authorizing  or  permitting such indemnification which is
adopted  after  the  date  hereof.
     2.          Additional  Indemnity.   Subject to the exclusions set forth in
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Section 3 hereof, Company further agrees to hold harmless and indemnify Director
against  any  and all expenses (including attorneys' fees), judgments, fines and
amounts  paid  in  settlement,  actually  and reasonably incurred by Director in
connection  with  any  threatened,  pending  or completed action, claim, suit or
proceeding,  whether civil, criminal, administrative or investigative (including
an action by or in the right of the Company) to which Director is, was or at any
time becomes a party, or is threatened to be made a party, by reason of the fact
that  Director  is,  was or at any time whether before or after the date of this
Agreement,  becomes a director, officer, employee or agent of the Company, or is
or  was  serving  or  at  any  time  serves  at  the request of the Company as a
director,  officer, employee or agent of another corporation, partnership, joint
venture,  trust  or  other  enterprise.
     3.          Limitations  on Additional Indemnity.  No indemnity pursuant to
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Section  2  hereof  shall  be  paid  by  Company:
          (a)     Except to the extent the aggregate of losses to be indemnified
thereunder  exceeds  the  amount  of  such  losses  for  which  the  Director is
indemnified  pursuant  to Section 1 hereof or pursuant to any insurance policies
or  other  comparable  policies  purchased  and  maintained  by  the  Company;
          (b)         In respect to remuneration paid to Director if it shall be
finally  judicially  adjudged  that  such  remuneration was in violation of law;
          (c)      On account of any suit for an accounting of profits made from
the  purchase  or  sale by Director of securities of the Company pursuant to the
provisions  of  Section 16(b) of the Securities Exchange Act of 1934, as amended
or  similar  provisions  of  any  state  or  local  statutory  law;
          (d)       On account of Director's conduct which is finally judicially
adjudged  to  have  been knowingly fraudulent, deliberately dishonest or willful
misconduct;
          (e)          If a final decision by a Court having jurisdiction in the
matter  (all  appeals  having  been  denied  or  none  having  been taken) shall
determine  that  such  indemnification  is  not  lawful.
     4.          Continuation  of  Indemnity.  All agreements and obligations of
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Company  contained  herein shall continue during the period Director is a member
of  the  Board  of Directors of Company and shall continue thereafter so long as
Director  shall  be  subject  to  any  possible  claim or threatened, pending or
completed  action  or  claim,  suit  or  proceeding,  whether  civil,  criminal,
administrative  or  investigative,  by  reason  of  the fact that Director was a
director of the Company or was serving in any other capacity referred to herein.
     5.          Notification  and  Defense of Claim.  Promptly after receipt by
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Director  of notice of the commencement of any action, claim, suit or proceeding
against  him  by reason of his status as a director, officer, employee or agent,
Director  will  notify  Company  of the commencement thereof; provided, however,
that  the  omission  so  to  notify  Company  will  not relieve Company from any
liability  which  it may have to Director under this Agreement unless and to the
extent  that  Company's  rights are prejudiced by such failure.  With respect to
any such action, claim, suit or proceeding as to which Director notifies Company
of  the  commencement  thereof:
          (a)         Company will be entitled to participate therein at its own
expense;
          (b)      Except as otherwise provided below, to the extent that it may
wish,  Company  jointly  with  any  other  party  will be entitled to assume the
defense  thereof,  with  counsel  satisfactory  to  Director.  After notice from
Company  to  Director  of its election so to assume the defense thereof, Company
will  not  be  liable  to  Director  under this Agreement for any legal or other
expenses  subsequently  incurred  by  Director  in  connection  with the defense
thereof  unless  Director  shall  have  reasonably concluded that there may be a
conflict  of interest between Company and Director in the conduct of the defense
of  such  action,  in  which  case,  Company shall not be entitled to assume the
defense  of  any  action,  claim,  suit or proceeding brought by or on behalf of
Company;
          (c)       Company shall not be liable to indemnify Director under this
Agreement  for  any  amounts  paid in settlement of any action or claim effected
without  its  written  consent.  Company shall not settle any action or claim in
any  manner  which  would  impose  any penalty or limitation on Director without
Director's  written  consent.    Neither  Company nor Director will unreasonably
withhold  their  consent  to  any  proposed  settlement.

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     6.          Advancement  and  Repayment  of  Expenses.
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          (a)          To the extent that the Company assumes the defense of any
action, claim, suit or proceeding against Director, Director agrees that he will
reimburse  Company  for all reasonable expenses paid by Company in defending any
civil  or  criminal  action,  claim,  suit or proceeding against Director in the
event  and  only to the extent that it shall be ultimately judicially determined
that  Director  is  not  entitled to be indemnified by Company for such expenses
under  the  provisions  of  the  Indemnification  Statute,  the  Articles,  this
Agreement  or  otherwise.
          (b)      To the extent that the Company does not assume the defense of
any action, claim, suit or proceeding against Director, Company shall advance to
Director  all  reasonable  expenses,  including  all reasonable attorneys' fees,
retainers,  court costs, transcript costs, fees of experts, witness fees, travel
expenses,  duplicating  costs,  printing  and  binding costs, telephone charges,
postage,  delivery  service fees, and all other disbursements or expenses of the
types  customarily incurred in connection with defending, preparing to defend or
investigating  any  civil  or criminal action, suit or proceeding, within twenty
days  after  the  receipt  by Company of a statement or statements from Director
requesting such advance or advances, whether prior to or after final disposition
of  such  action,  suit  or  proceeding.    Such  statement  or statements shall
reasonably  evidence  the  expenses incurred by Director and shall include or be
preceded  or  accompanied by an undertaking by or on behalf of Director to repay
all  of  such  expenses advanced if it shall be ultimately judicially determined
that  Director  is  not  entitled  to be indemnified against such expenses.  Any
advances and undertakings to repay pursuant to this paragraph shall be unsecured
and  interest  free.
     7.          Enforcement.
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          (a)     Company expressly confirms and agrees that it has entered into
this Agreement and assumed the obligations imposed on Company hereby in order to
induce  Director  to  serve  as  a  director  of  Company, and acknowledges that
Director  is  relying  upon  this  Agreement  in  serving  in  such  capacity.
          (b)          In  the event Director is required to bring any action to
enforce  rights  or to collect moneys due under this Agreement and is successful
in  such  action,  Company  shall  reimburse  Director  for  all  of  Director's
reasonable  fees  and  expenses  in  bringing  and  pursuing  such  action.
     8.          Separability.    Each  of the provisions of this Agreement is a
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separate  and  distinct  agreement and independent of the others, so that if any
provision  hereof  shall  be held to be invalid or unenforceable for any reason,
such  invalidity  or  unenforceability  shall  not  affect  the  validity  or
enforceability  of  the  other  provisions  hereof.
     9.          Governing  Law;  Binding  Effect;  Amendment  and  Termination.
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          (a)     This Agreement shall be interpreted and enforced in accordance
with  the  laws  of  the  State  of  Missouri.
          (b)          This  Agreement  shall  be binding upon Director and upon
Company, its successors and assigns, and shall inure to the benefit of Director,
his  heirs, personal representatives and assigns, and to the benefit of Company,
its  successors  and  assigns.
          (c)         No amendment, modification, termination or cancellation of
this  Agreement  shall  be  effective  unless  in writing signed by both parties
hereto.

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     IN  WITNESS WHEREOF, the parties hereto have executed this Agreement on and
as  of  the  day  and  year  first  above  written.

                              RALSTON  PURINA  COMPANY


                              By:________________________________
                                   W.  P.  McGinnis
                                   co-Chief  Executive  Officer  and
                                   co-President


                              By:________________________________
                                   J.  P.  Mulcahy
                                   co-Chief  Executive  Officer  and
                                   co-President

                              DIRECTOR


                              By:________________________________
                                   William  P.  Stiritz