RESTATED ARTICLES OF INCORPORATION
                                       OF
                             RALSTON PURINA COMPANY


                                      * * *


     The  original  Articles  of  Incorporation were filed with the Secretary of
State  of  the  State  of Missouri on January 8, 1894.  The initial shareholders
were  William  O. Andrews, William H. Danforth and George R. Robinson, Jr., each
of  whom  resided in the City of St. Louis, Missouri, and each of whom initially
subscribed  to  40  shares.  The Restated Articles of Incorporation, as amended,
are  hereby  restated  pursuant  to  Section 351.106 of the General and Business
Corporation  Law  of  Missouri.

ARTICLE  ONE  -  NAME

     The  name  of  the  corporation  is  Ralston  Purina  Company.


ARTICLE  TWO  -  OFFICE

     The  registered  office  of  the  corporation  is located at 222 E. Dunklin
Street,  Jefferson City, Missouri 65101, and the name of its registered agent at
such  address  is  Prentice  Hall  Corporation  System.


ARTICLE  THREE  -  AUTHORIZED  SHARES

     A.     CLASSES  AND  NUMBER  OF  SHARES

     The  aggregate  number  of shares of capital stock which the corporation is
authorized  to  issue  is  610,600,000  shares,  consisting  of:

     (a)     600,000,000  shares  of  Common  Stock,  par  value  $.10 per share
("Common  Stock");  and

     (b)     10,600,000  shares  of  Preferred  Stock, par value $1.00 per share
("Preferred  Stock").

     B.     NO  PREEMPTIVE  RIGHTS

     No  shareholder  of  any  class  of stock of the corporation shall have any
preemptive  right  to  acquire  any  additional  shares  of  any  class.

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     C.     TERMS  OF  PREFERRED  STOCK

     The  terms  of  the  shares  of  each series of Preferred Stock shall be as
stated  and  expressed  in  these  Restated  Articles  of  Incorporation  or any
amendment hereto, or in the resolution or resolutions providing for the issuance
of  such series of Preferred Stock adopted by the Board of Directors. Subject to
the  requirements  of  The  General  and  Business  Corporation  Law of Missouri
("GBCL")  and  the  provisions  of these Restated Articles of Incorporation, the
Board of Directors is expressly authorized to cause any number of the authorized
and undesignated shares of Preferred Stock to be issued from time to time in one
or  more  series of Preferred Stock with such voting powers, full or limited, or
no  voting  powers,  and  such  designations,  preferences  and  relative,
participating, optional or other special rights, and qualifications, limitations
or restrictions thereof, if any, as the Board of Directors may fix by resolution
or  resolutions, prior to the issuance of any shares of such series of Preferred
Stock, each of which series may differ from any and all other series, including,
without  limiting  the  generality  of  the  foregoing,  the  following:

     (i)     The  number  of  shares constituting such series of Preferred Stock
and  the  designation  thereof;

     (ii)     The  dividend  rate,  if  any,  on  the  shares  of such series of
Preferred  Stock,  whether  and  the extent to which any such dividends shall be
cumulative  or  non-cumulative,  the  relative  rights  of  priority, if any, of
payments  of  any dividends, and the time at which, and the terms and conditions
on  which,  any  dividends  shall  be  paid;

     (iii)     The  right,  if  any,  of the holders of shares of such series of
Preferred  Stock  to  vote  and the manner of voting, except as may otherwise be
provided  by  the  GBCL  and  the  provisions  of  these  Restated  Articles  of
Incorporation;

     (iv)     The  right,  if  any,  of  the holders of shares of such series of
Preferred  Stock  to  convert  the  same  into,  or  the  right,  if any, of the
corporation  to  exchange the same for, another class or series of capital stock
of  the  corporation  and  the terms and conditions, including any provision for
future  adjustment  in  the conversion or exchange rate, under which said shares
may  be  converted  or  exchanged;

     (v)     The  redemption  or  purchase price or prices of the shares of such
series  of  Preferred  Stock,  if any, and the times at which, and the terms and
conditions  of  which,  the  shares  of  such  series  of Preferred Stock may be
redeemed  or  purchased;

     (vi)     The  terms  of  the  sinking fund, if any, to be provided for such
series  of  Preferred  Stock, and the terms and amount of any such sinking fund;

<PAGE>

     (vii)     The  rights  of the holders of shares of such series of Preferred
Stock  in  the  event  of a voluntary or involuntary liquidation, dissolution or
winding  up  of  the corporation and the relative rights of priority, if any, of
such  holders  with  respect  thereto;  and

     (viii)     Any  other  relative  powers,  preferences  and  rights, and any
qualifications,  limitations or restrictions, of such series of Preferred Stock.

     If  there  be a default in the payment to the holders of the ESOP Preferred
Stock  of the equivalent of six quarterly dividends, all such holders, voting as
a class, shall be entitled to elect two directors and their successors, to serve
until such time as the cumulative dividends on the ESOP Preferred Stock shall be
paid  in full.  In such event, the President or the Secretary of the corporation
may,  and  upon  the  written  request of the holders of 10% or more of the ESOP
Preferred  Stock  outstanding  shall  promptly,  call  a  special meeting of the
holders  of  the  ESOP Preferred Stock to be held within 90 days after the call;
however,  if  any  such request shall be made within 120 days preceding the date
fixed for any annual meeting of shareholders, such special meeting shall be held
within  120  days  after the call.  All other directors of the corporation shall
continue  to  be  elected  by  the  holders of all the outstanding capital stock
entitled  to  vote  thereon.

     D.     TERMS  OF  COMMON  STOCK

     1.     Voting  Rights.  On  all  matters  to  be voted on by the holders of
shares  of  Common  Stock, each outstanding share of Common Stock shall have one
vote.

     2.     Dividend  Rights.  Subject  to  the express terms of any outstanding
series  of  Preferred  Stock, dividends may be declared and paid upon the Common
Stock  out  of  funds  of  the  corporation  legally available therefor, in such
amounts  and  at  such  times  as  the  Board of Directors may determine.  Funds
otherwise  legally  available  for  the payment of dividends on the Common Stock
shall  not  be  restricted or reduced by reason of there being any excess of the
aggregate  preferential amount of any series of Preferred Stock outstanding over
the  aggregate  par  value  thereof.  Before any dividend, other than a dividend
payable  in  Common  Stock  of  the  corporation,  may be declared and paid with
respect  to  any class of Common Stock outstanding, all cumulative dividends for
past  quarters and the dividend for the current quarter with respect to the ESOP
Preferred Stock outstanding must be declared and paid, or declared and set apart
for  payment.


ARTICLE  FOUR  -  DIRECTORS

Number  and  Classification

     The  Board of Directors of the corporation shall consist of twelve members,
or  such  other  number  as  may  be fixed by, or in the manner provided in, the
Bylaws  of  the  corporation, but not less than nine nor more than eighteen, and
any  changes  in  the  number of Directors shall be reported to the Secretary of
State  within thirty calendar days of such change.  The time of service and mode
of  classification  of  the Directors shall be provided for by the Bylaws of the
corporation;  provided, however, that the Board of Directors shall be classified
into  three  classes as nearly equal in size as possible, with successive annual
elections  of  the  classes, each class to be elected for a term of three years.

Removal  of  Directors

     At a meeting called expressly for that purpose, Directors may be removed in
the  manner  provided  in  this  Article.  One  or  more members of the Board of
Directors  may  be  removed,  with  or without cause, by a vote of not less than
two-thirds  of  the  aggregate  voting power of the outstanding Common Stock and
Preferred Stock entitled to vote thereon at such meeting, and by such other vote
as may be required by the GBCL.  Whenever the holders of the shares of any class
are  entitled  to  elect  one  or more Directors, the provisions of this Article
shall apply, in respect of the removal of a Director or Directors so elected, to
the  vote  of the holders of the outstanding shares of that class and not to the
vote  of  the  holders  of  the  outstanding  shares  as  a  whole.

Amendment

     This  Article  may be amended or repealed only upon the affirmative vote of
not less than two-thirds of the aggregate voting power of the outstanding Common
Stock  and Preferred Stock entitled to vote thereon at a meeting called for such
purpose,  and  by  such  other  vote  as  may be required by the GBCL; provided,
however,  that whenever the holders of shares of any class are entitled to elect
one or more Directors, such amendment shall also require the affirmative vote of
not  less  than two-thirds of the voting power of the outstanding shares of each
such  class  entitled  to vote at such meeting, and by such other vote as may be
required  by  the  GBCL.


ARTICLE  FIVE  -  TERM  OF  EXISTENCE

     The  corporation  shall  have  a  perpetual  existence.


ARTICLE  SIX  -  PURPOSES

     The purposes of the corporation are to engage in the food and feed business
and  to carry on any other lawful business for profit which is authorized by the
Directors  and which is proper for a corporation organized under the General and
Business  Corporation  Law  of  Missouri,  and to enter into any transactions or
perform  any  acts  necessary  or  incidental  to  any  of  the  foregoing.


<PAGE>
ARTICLE  SEVEN  -  BYLAWS

     The  right  to  make,  alter, amend or repeal the Bylaws of the corporation
shall  be  vested  in  the  Board  of  Directors  of  the  corporation.


ARTICLE  EIGHT  -  CERTAIN  BUSINESS  COMBINATIONS

Approval

     The  approval  of  any  Business  Combination  shall,  in  addition  to any
affirmative  vote  required  by  the  GBCL,  require the affirmative vote of the
holders  of  not  less  than  two-thirds  of  the  aggregate voting power of the
outstanding  shares  of  Common  Stock and Preferred Stock entitled to vote at a
meeting  of shareholders called for such purpose and of a majority of the voting
power  of  all  such  shares  of  which  a  Substantial  Shareholder  is not the
Beneficial  Owner;  provided, however, that any such Business Combination may be
approved  on  any  affirmative  vote  required  by  the  GBCL  if:

     (a)     there  are  one  or  more  Continuing  Directors  and  the Business
Combination  shall  have  been  approved  by  a  majority  of  them;  or

     (b)     the cash, or Fair Market Value of the property, securities or other
consideration  to  be  received  per  share by the shareholders of each class of
stock  of  this  corporation  in  the  Business Combination is not less than the
higher  of:

          (i)     the  highest  per  share  price  paid  by  the  Substantial
Shareholder  for  the  acquisition of any shares of such class, with appropriate
adjustments  for  stock  splits,  stock  dividends  and  like  distributions, or

          (ii)     the  Fair  Market  Value  of  such  shares,  on  the date the
Business  Combination  is  approved  by  the  Board  of  Directors.

Definitions

     (a)     For purposes of this Article Eight, the term "Business Combination"
shall  mean:

          (i)     any  merger  or  consolidation  of  the  corporation  or  any
subsidiary  of  the  corporation with (a) any Substantial Shareholder or (b) any
other  corporation  which,  after  such  merger  or  consolidation,  would  be a
Substantial  Shareholder,  regardless  of  which  entity  survives;

          (ii)     any  sale,  lease,  exchange,  mortgage,  pledge, transfer or
other  disposition  (in  one transaction or a series of transactions) to or with
any  Substantial Shareholder, of any assets of the corporation or any subsidiary
of  the  corporation,  or both, that have an aggregate Fair Market Value of more
than  twenty percent of the book value of the total assets of the corporation as
shown  on  its  consolidated balance sheet as of the end of the calendar quarter
immediately  preceding  any  such  transaction;

          (iii)     the  adoption of any plan or proposal for the liquidation or
dissolution  of  the  corporation  proposed  by  or  on  behalf of a Substantial
Shareholder;  or

          (iv)     any  transaction  involving  the  corporation  or  any of its
subsidiaries,  including  the  issuance  or  transfer  of any securities of, any
reclassification  of  securities of, or any recapitalization of, the corporation
or  any  of  its subsidiaries, or any merger or consolidation of the corporation
with  any  of  its  subsidiaries  (whether  or  not  involving  a  Substantial
Shareholder),  if the transaction would have the effect, directly or indirectly,
of  increasing the proportionate share of the outstanding shares of any class of
equity  or convertible securities of the corporation or any subsidiary, of which
a  Substantial  Shareholder  is  the  Beneficial  Owner.

     (b)     The  term  "Continuing Director" shall mean any member of the Board
of  Directors  of  the  corporation  who  is not an Affiliate of the Substantial
Shareholder  and  who  was  a member of the Board of Directors prior to the time
that  the  Substantial  Shareholder  became  a  Substantial Shareholder, and any
successor  of  a Continuing Director if the successor is not an Affiliate of the
Substantial  Shareholder  and  is recommended or elected to succeed a Continuing
Director  by  a  majority  of  Continuing  Directors.

     (c)     The  term  "Substantial  Shareholder"  shall  mean  and include any
individual,  corporation,  partnership or other person or entity which, together
with  its Affiliates and Associates, is the Beneficial Owner in the aggregate of
more than twenty percent of the voting power of the outstanding Common Stock and
Preferred  Stock entitled to vote in an election of Directors; and any Affiliate
or Associate of any such individual, corporation, partnership or other person or
entity.

     (d)     The  term  "Fair  Market  Value"  shall  mean:

          (i)     in the case of stock, the highest closing sale price per share
of  a  share  of  such  stock during the 30-day period immediately preceding the
approval  of  the  Business Combination by the Board of Directors as reported by
any  United  States Securities Exchange registered under the Securities Exchange
Act  on  which  such shares are listed, or, if such shares are not listed on any
such  Exchange, then the highest closing bid quotation for any of such shares as
reported  on  the  National  Association  of  Securities Dealers, Inc. Automated
Quotations  System  or  any such system then in use, or if no such closing sales
price  or  bid quotation is reported, the Fair Market Value as determined on the
date  in  question  by  a  majority  of  Continuing  Directors;  or

          (ii)     in  the  case  of  property  or securities other than cash or
stock,  the  Fair  Market  Value  of  said property or securities on the date in
question  as  determined  by  a  majority  of  the  Continuing  Directors.

     (e)     The following terms shall be defined by reference to the Securities
Exchange  Act  of  1934 and the Rules in effect thereunder on November 30, 1983:

          (i)     "Affiliate"  under  Rule  12b-2;

          (ii)     "Associate"  under  Rule  12b-2;  and

          (iii)     "Beneficial  Owner"  under  Rule  13d-3.

Amendment

     In  addition to such other vote or consent as shall then be required by the
GBCL,  this Article may be amended or repealed only upon the affirmative vote of
not less than two-thirds of the aggregate voting power of the outstanding Common
Stock  and Preferred Stock entitled to vote at a meeting called for such purpose
and  of a majority of the voting power of all such shares of which a Substantial
Shareholder  is  not  the  Beneficial  Owner,  and  by such other vote as may be
required  by  the GBCL; provided, however, that this Article may be amended upon
any  affirmative  vote required by the GBCL, if such amendment has been approved
by  a  majority  of  the  Board  of  Directors,  if  there  is not a Substantial
Shareholder,  or  if  there  is  a Substantial Shareholder, by a majority of the
Continuing  Directors.

ARTICLE  NINE  -  INDEMNIFICATION  OF  DIRECTORS,  OFFICERS  AND  OTHERS

Right  to  Indemnification

     The  Company  shall indemnify any person who is or was a director, officer,
or  employee  of the Company, or is or was serving at the request of the Company
as  director,  officer,  employee  or agent of another corporation, partnership,
joint  venture,  trust  or  other  enterprise,  against  any  and  all  expenses
(including  attorneys'  fees),  judgments, fines and amounts paid in settlement,
actually  and reasonably incurred by him in connection with any civil, criminal,
administrative or investigative action, proceeding or claim (including an action
by  or  in  the  right  of  the Company) by reason of the fact that he is or was
serving  in  such  capacity,  provided that such person's conduct is not finally
adjudged  to  have  been knowingly fraudulent, deliberately dishonest or willful
misconduct.


<PAGE>
Rights  Not  Exclusive

     The  indemnification and other rights provided by this Article shall not be
deemed  exclusive  of  any other rights to which a director, officer or employee
may  be  entitled  under  any  agreement,  vote of shareholders or disinterested
directors  or  otherwise,  and  the Company is hereby specifically authorized to
provide  such  indemnification  and  other  rights  by  any  agreement,  vote of
shareholders  or  disinterested  directors  or  otherwise.

Enforceability;  Amendment

     Each  person  who  was or is a director, officer or employee of the Company
and  the  heirs,  executors, administrator and estate of such person, is a third
party  beneficiary  of this Article and shall be entitled to enforce against the
Company  all  indemnification  and  other  rights granted to such person by this
Article.

     This  Article may be hereafter amended or repealed; provided, however, that
no amendment or repeal shall reduce, terminate or otherwise adversely affect the
right  of  a  person  who  was  or  is a director, officer or employee to obtain
indemnification  with  respect to an action, suit or proceeding that pertains to
or  arises out of actions or omissions that occur prior to the effective date of
such  amendment  or  repeal.


ARTICLE  TEN  -  NO  CUMULATIVE  VOTING

     Shareholders  shall  not  have  the  right to vote cumulatively in electing
directors.



                              RALSTON  PURINA  COMPANY


                              By:   /s/ J. M. Neville
                                    _____________________________
                                     J.  M.  Neville
                                    Vice  President  and
                                     General  Counsel


                              By:  /s/ N. E. Hamilton
                                    ______________________________
                                      N.  E.  Hamilton
                                      Secretary
Dated  February  23,  1999


<PAGE>
STATE  OF  MISSOURI          )
                             )  ss.
CITY  OF  ST.  LOUIS         )

     I,  J.  M.  Neville,  being  duly  sworn,  on my oath, state that I am Vice
President  and General Counsel of Ralston Purina Company;  that in such capacity
I  signed  the  foregoing  Restated  Articles of Incorporation of Ralston Purina
Company;  that  said  restatement was duly approved by the Board of Directors of
Ralston  Purina  Company  on  February  3, 1999;  that said Restated Articles of
Incorporation  correctly  set forth without substantive change the corresponding
provisions  of  the original Articles of Incorporation of Ralston Purina Company
as  theretofore  amended;  and  that  said  Restated  Articles  of Incorporation
supersede  the  said  original  Articles of Incorporation and all the amendments
thereto.


                              _____________________________________
                              J.  M.  Neville
                              Vice  President  and  General  Counsel


STATE  OF  MISSOURI          )
                             )  ss.
CITY  OF  ST.  LOUIS         )

     I,  _______________________, a Notary Public, do hereby certify that on the
____  day  of _______________, personally appeared before me, J. M. Neville, who
being  by  me  first  duly  sworn, declared that he is the person who signed the
foregoing  document  as  Vice  President  and  General Counsel of Ralston Purina
Company,  and  that  the  statements  therein  contained  are  true.


     (NOTARIAL  SEAL)



                              _________________________________
                              Notary  Public