2000 LEVERAGED INCENTIVE PLAN (LIP) SPECIFICATIONS

PLAN  CONCEPT
-------------

The  Leveraged Incentive Plan (LIP) provides an intermediate-term cash incentive
award  for  a  select  group  of  executives whose actions can positively impact
shareholder  value.  The  amount  of  the  award will be based on Ralston Purina
Company  Controllable  Earnings and total shareholder return compared to a group
of  peer  companies.

ELIGIBILITY
-----------

Eligibility  for  this plan has been 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 three-year
performance  period  to be eligible to receive payment under the Plan.  However,
payments will be made, depending upon Company performance, in cases of voluntary
termination  at  age  50  or  older,  long-term  disability,  death,  discharge
determined  by  the  Committee  or  its  delegee  to be related to the sale of a
business  or  business  unit,  other  involuntary termination at any age, or the
Company's  ceasing  to  be  publicly traded at which time the Plan automatically
terminates.  However, no payments would be made in the case of a termination for
cause  as  determined  by  the  Committee.

PERFORMANCE  MEASURES
---------------------

Average  compound growth in Controllable Earnings (as described in Attachment 1)
will  be  measured over a three-year period beginning October 1, 2000 and ending
September  30,  2003.  Appropriate adjustments will be made at the discretion of
the  Human  Resources  Committee  in  the  event  of  divestiture,  acquisition,
recapitalization,  or  other  financial  restructuring.

In  calculating the beginning and ending stock price under the Plan, the average
of  the  closing  price for the  ten trading days prior to October 1st, 2000 and
September  30,  2003  will  be  used.

AWARD  OPPORTUNITY  -  BASE  AWARD  -  Chief  Executive  Officer
-------------------------------------

A  cash  award  will  be  made  at the end of the three-year period based on the
following  schedule:

<TABLE>
<CAPTION>



<S>                                                             <C>
             COMPOUND GROWTH IN
            CONTROLLABLE EARNINGS*                              PLAN WILL PAY THIS % OF SALARY**
              16% or Higher                                            133 1/3%
                   15%                                                     120%
                   14%                                                 106 2/3%
                   13%                                                  93 1/3%
                   12%                                                      80%
                   11%                                                  66 2/3%
                   10%                                                      60%
                    9%                                                  55 1/2%
                    8%                                                  46 2/3%
                    7%                                                      40%
                    6%                                                  33 1/3%
              Less than 6%                                                   0%

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

AWARD  OPPORTUNITY  -  BASE  AWARD  -  certain  executive  officers
----------------------------------

A  cash  award  will  be  made  at the end of the three-year period based on the
following  schedule:

<TABLE>
<CAPTION>



<S>                                                             <C>
             COMPOUND GROWTH IN
            CONTROLLABLE EARNINGS*                              PLAN WILL PAY THIS % OF SALARY**
              16% or Higher                                            100%
                   15%                                                  90%
                   14%                                                  80%
                   13%                                                  70%
                   12%                                                  60%
                   11%                                                  50%
                   10%                                                  45%
                    9%                                                  40%
                    8%                                                  35%
                    7%                                                  30%
                    6%                                                  25%
              Less than 6%                                               0%

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

AWARD  OPPORTUNITY  -  BASE  AWARD  -  certain  executive  officers
----------------------------------

A  cash  award  will  be  made  at the end of the three-year period based on the
following  schedule:

<TABLE>
<CAPTION>

<S>                                                             <C>
             COMPOUND GROWTH IN
            CONTROLLABLE EARNINGS*                              PLAN WILL PAY THIS % OF SALARY**
              16% or Higher                                             75%
                   15%                                                67.5%
                   14%                                                  60%
                   13%                                                52.5%
                   12%                                                  45%
                   11%                                                37.5%
                   10%                                               33.75%
                    9%                                                  30%
                    8%                                               26.25%
                    7%                                                22.5%
                    6%                                               18.75%
              Less than 6%                                               0%

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


               2000 LEVERAGED INCENTIVE PLAN SPECIFICATIONS (CONT)

ADDITIONAL  AWARD  OPPORTUNITY  -  PEER  GROUP  AWARD
-----------------------------------------------------


If  Ralston  Purina  Company's  three-year  Total Shareholder Return performance
meets or exceeds the 75th percentile of its performance peer group, the Standard
&  Poor (S&P) Food Index, (see below), an amount equal to 50% of the maximum you
                                                          ---
could earn under the Base Award will be deferred for you in Ralston Purina stock
equivalents  in  an account established in your name in the Equity Option of the
Deferred  Compensation  Plan  for  Key  Employees.  This  peer-group  payout, if
earned,  will  be  made  irrespective  of  the  absolute  level  of Controllable
Earnings.  Attachment 2 provides a sample calculation of both the peer group and
base  award.

S&P  FOOD  INDEX  -  PEER  GROUP
--------------------------------

Campbell  Soup  Company                  The  Quaker  Oats  Company
ConAgra  Inc.                            Ralston  Purina  Company
General  Mills                           Sara  Lee  Company
H.  J.  Heinz                            Unilever
Hershey  Foods  Corporation              Wm.  Wrigley Jr. Company
Kellogg  Company

FORM  AND  TIMING  OF  PAYMENT
------------------------------

The base award will be made after the close of the three-year performance period
in  cash  or  can  be deferred into any of the options available in the Deferred
Compensation  Plan  for  Key  Employees,  if  so  elected  by  Plan participants
substantially  in advance of the date the amount of award would be determinable.
Deferral  into the Plan may also 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.  There will be no Company match on
any  deferrals  of  LIP  payments  in  the Deferred Compensation Plan, including
deferrals  into  the  Equity Option.  The peer group payout, if any, will remain
deferred  in  the  Equity Option with no transfer permitted to another fund.  In
the  period  after retirement (including "early" retirement), termination, death
or  long-term  disability,  but  before final distribution, an election could be
made  to  transfer  such deferral. Upon a Change in Control any deferred Ralston
Purina stock equivalent accounts would be converted to the Prime Rate Account in
the  Deferred  Compensation  Plan  for  Key  Employees.

When  a  pro-rata  payment  is  due to a participant for reasons described under
Eligibility,  such  pro-rata  payments  will  be  based  upon performance of the
    -------
Company  through  the fiscal quarter ending coincident with or immediately prior
    --
to  the date of the event giving rise to the payment and will be paid as soon as
practicable.

The  Company  reserves  the  right  to  terminate  the  Plan  at  any  time.

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

<PAGE>
                                                  ATTACHMENT  1
                                                  -------------


                              Controllable Earnings
                              ---------------------

Growth  in Controllable Earnings is one of the factors used to calculate payouts
in the LIP program.  Controllable Earnings is defined as total operating profit,
excluding  the amortization of goodwill and intangible assets, less a charge for
the  interest  cost  for the average working capital investment by the operating
units.  The  interest cost is calculated on a country by country basis using the
local  country short-term interest rate for the period times the average working
capital  invested  in  the particular country.  The total interest charge is the
sum  of individual countries.  Average working capital is based on the beginning
and  ending  working  capital  for  the  period.  Working Capital equals current
assets  less  current  liabilities,  excluding  outside  notes  payable, current
maturities  of  long  term  debt,  reserve  for contingencies, and inter-company
accounts  payable.  Controllable  Earnings  are  reported  after the end of each
fiscal  quarter.