October  5,  1998

HIGHLY  CONFIDENTIAL
--------------------

Leveraged  Incentive  Plan  Participants

            DEFERRAL OF POTENTIAL 1996 LEVERAGED INCENTIVE PLAN AWARD

As a participant in the 1996 Leveraged Incentive Plan (LIP), you may defer, with
the  approval  of management, any 1996 LIP award which may be granted by Ralston
Purina  Company  or  its  affiliates  at  the  end  of  fiscal  year  1999.

Elections  to defer must be made sufficiently in advance of the determination of
the  amount  of  the  LIP  award in order to effect the deferral for Federal and
State  income  tax  purposes.    (Please  note  that deferred LIP awards will be
subject  to  Medicare  HI  taxes.)    Deferrals of 1996 Leveraged Incentive Plan
awards  can  be made into either the Variable Interest or Equity Option accounts
available  in  the  Deferred  Compensation Plan for Key Employees.  Attachment 1
details the provisions of those account options.  Please also note in Attachment
2,  Factors To Consider, that additional investment funds may be added in fiscal
1999.

If  the  peer  group performance described in the plan is met and the Peer Group
Award becomes payable, the Peer Group Award will be mandatorily deferred for all
Plan  participants  in  Ralston  Purina  stock  equivalents in the Equity Option
account.

NO  COMPANY  MATCH  WILL BE PROVIDED FOR ANY LIP AWARD DEFERRALS INTO EITHER THE
EQUITY  OPTION  OR  THE  VARIABLE  INTEREST  OPTION  ACCOUNT.

In  making  your  election,  please  carefully  review  the  attached  Deferred
Compensation  Plan  Prospectus  and  the Factors to Consider.  Keep in mind that
YOUR  ELECTION  MAY  NOT BE CHANGED even if circumstances, such as your personal
financial  situation,  interest  rates,  or the price of or dividends on Ralston
Common  Stock  change  in  the  future.

REQUEST  FOR  DEFERRAL
----------------------

PLEASE  RETURN  ONE COPY OF THE ELECTION FORM (ATTACHMENT 3) BY OCTOBER 30, 1998
WHETHER OR NOT YOU WISH TO REQUEST A DEFERRAL.  A duplicate form is attached for
 --------------------------------------------
your  records.  Your  election  must  be  received  by Corporate Compensation by
October  30,  1998  or  you  will  not  be  eligible to defer any 1996 Leveraged
Incentive  Plan  award.

The  deferral  of  the  1996 LIP Award is at the discretion of management and is
subject  to  its  approval.  Any amount you request to defer under this election
will  be in addition to any required deferral of the 1996 LIP award which may be
mandated  by the Human Resources Committee to assure deductibility of such award
when  paid.

If  you  have  any questions, please call me at extension 2325 or Pat Robbins at
extension  5889.



                                            Ron  Sheban


Attachments

October  5, 1998      FACTORS TO CONSIDER - REVISED      Attachment 2
================================================================================

Under  current  Federal  and state income tax laws, you will not be taxed on any
deferral  amounts  or  any earnings on those deferral amounts until you actually
receive  payments  of cash or delivery of stock.  At that time, amounts received
would  be  taxed as ordinary income in the year received.  If you are subject to
the  income  tax laws of a foreign country, you should consult your personal tax
advisor  regarding  the  proper  tax  treatment.

All  wages,  without  limit,  and  whether  or not deferred,  are subject to the
Medicare  Hospital  Insurance  (HI)  Tax  of 1.45% (a component of FICA).  Since
deferred  compensation  is subject to the HI Tax, THE HI TAX ATTRIBUTABLE TO ANY
PORTION  OF THE LIP AWARD YOU ELECT TO DEFER WILL BE WITHHELD FROM YOUR DECEMBER
1999  PAYCHECK.

The  Purina  Retirement  Plan  definition  of  "final average earnings" includes
deferred  compensation.    Therefore, under the terms of that plan, your pension
will be calculated to include deferred compensation, subject to the overall plan
compensation  limit  of $160,000.  LIP awards that are not deferred will also be
included  in  the  definition  of  "final  average earnings".  Both deferred and
nondeferred  LIP  awards  are  also included in the definition of "final average
earnings"  for purposes of the Supplemental Retirement Plan, if you are eligible
to  participate  in  that  Plan.

If  you  are  a  participant  in  the  Savings  Investment Plan ("SIP"), amounts
deferred into the Equity Option or Variable Interest Option will not be included
                                                                 ---
in  your  compensation  for  purposes  of computing your SIP contribution or the
Company  matching  contribution.    Please  note,  however,  that  your  SIP
contributions  are  deducted  from the Short-Term Variable Interest cash payment
made  in  January  to  active  participants.    NOTE:    It is anticipated that,
effective  January  1,  1999, the design of the Executive SIP plan including the
Company match component will generally parallel that of the new qualified Saving
Investment  Plan.    See  your  Decision  Points  1998  materials for additional
information  on  the  qualified  SIP.

In  evaluating the Equity Option, consider the length of time your investment in
stock  equivalents  subjects  your  deferral  to  market  risks.   Also consider
long-range  economic  and  political  conditions,  the prospects of the business
underlying  the  stock,  and  whether  the  Company  will be willing and able to
declare  and  pay  dividends  to  create  dividend  equivalents.

The  Variable  Interest Option will credit interest equivalents on your deferred
amounts  annually  based  on  the  average  of the daily close of business prime
rates.   These equivalents may vary substantially from year to year depending on
changes  in  interest  rates.

NOTE:    The  design  of the Deferred Compensation Plan is also under review and
additional  account options may be available during fiscal 1999.  The additional
account  options  under  consideration  would  mirror  the  returns  of the five
Vanguard Equity funds currently offered in the qualified Savings Investment Plan
(SIP).

With  the  exception  of  any  peer group awards which are mandatorily deferred,
transfers  are  available  on  amounts  deferred  for  at least one year and are
currently  limited  to  transfers  between  the  Equity and (Long-Term) Variable
Interest  Accounts.  At the present time, transfers can be made twice a year, in
June  and  December,  however, the frequency of such transfers and the available
account  options  for  transfers  are  under  review  as  mentioned  above.

Benefits  under  The  Deferred Compensation Plan for Key Employees are unfunded.
In  considering  the  options,  you  should  note  that  your  right  to receive
distributions  from  the  Plan  is  that of a general creditor of Ralston Purina
Company.

Consider your deferral participation carefully and consult your personal advisor
if  you  have any questions.  Please refer to the enclosed Deferred Compensation
Plan  Prospectus  and  The Deferred Compensation Plan for Key Employees for more
details.    YOUR  ELECTION  TO  DEFER  MAY  NOT  BE  CHANGED  FOR  ANY  REASON.
            ===================================================================

Note:  Under the terms of the LIP Cash Incentive Award, if any part of the award
would  be  currently nondeductible if paid in fiscal 1999, due to I.R.S. imposed
$1  million  compensation limits, the Human Resources Committee may, in its sole
discretion  and  without the consent of participants, defer payment or a portion
thereof  until  the  fiscal  year in which such compensation is deductible, such
deferrals  may  be  in  addition  to  any  elective  deferrals  of the LIP award
contemplated  by  your  election.


                         LEVERAGED INCENTIVE PLAN (LIP)
OCTOBER  5,  1998        DEFERRAL  ELECTION                        ATTACHMENT  3


Please submit my request as follows with respect to the 1996 Leveraged Incentive
Plan  (LIP)  award  which  may be awarded to me by Ralston Purina Company or its
affiliates  as  of  September  30,  1999:

CHECK  ONE  BOX  BELOW:

/ /    NO  DEFERRAL    Check here if you do not wish to defer any portion of any
                       1996  LIP  cash  incentive  award.
                       Ignore  items  1)  and  2) and proceed to bottom section.

/ /    DEFERRAL        Check here if you wish to defer any portion of any 1996
                       LIP  cash  incentive  award.
                       Complete  items  1) and 2) and the bottom section.

     1)   FILL  IN  ONE  BLANK  ONLY:

          Defer                    %    OR

          Defer  all  up  to  $                                  OR

          Defer  all  in  excess  of  $

     2)   PLEASE  ALLOCATE  THE  AMOUNT INDICATED IN ITEM 1) ABOVE TO THE
          FOLLOWING  ACCOUNT(S):

          ______%          To  the  EQUITY  ACCOUNT

          ______%          To  the  SHORT-TERM  VARIABLE INTEREST ACCOUNT 
                           (payable in January,  2000)

          ______%          To  the  LONG-TERM  VARIABLE  INTEREST  ACCOUNT

           100%            TOTAL
           ---

                           THERE  IS  NO  COMPANY  MATCH  ON  ANY  LIP  DEFERRAL

I  UNDERSTAND THAT ANY DECISION REGARDING ANY 1996 LIP CASH INCENTIVE AWARD THAT
WILL  BE  PAID TO ME AS OF  SEPTEMBER 30, 1999 OR DEFERRED FOR FUTURE PAYMENT IS
AT THE DISCRETION OF MANAGEMENT AND THE HUMAN RESOURCES COMMITTEE.  I UNDERSTAND
THAT  ANY  AMOUNTS DEFERRED IN ACCORDANCE WITH THIS ELECTION WILL BE IN ADDITION
TO ANY AMOUNTS REQUIRED TO BE DEFERRED BY THE HUMAN RESOURCES COMMITTEE IN ORDER
TO  ASSURE DEDUCTIBILITY OF THE AWARD.  I FURTHER UNDERSTAND THAT AN ELECTION TO
DEFER,  ONCE  MADE,  IS  IRREVOCABLE.


----------------------------                   ---------------------------------
Social  Security  Number                       Signature


---------------------------                    ---------------------------------
Today's  Date                                  Name  (Type  or  Print)


--------------------------                     ---------------------------------
Division Department                            Location


-------------------------------------------------------------------------------
Home  Street  Address             City           State                   Zip

         RETURN  TO  CORPORATE  COMPENSATION  -  1A,  ST.  LOUIS,  MO
                      NO  LATER  THAN  OCTOBER  30,  1998