AMENDED NOVEMBER 13, 1997


                            RALSTON PURINA COMPANY

                 DEFERRED COMPENSATION PLAN FOR KEY EMPLOYEES
                 --------------------------------------------

                            1.  GENERAL PROVISIONS

1.1          PURPOSE  OF  PLAN

     The  purpose of the Plan is to enhance the profitability and value of the
Company  for  the  benefit  of  its  shareholders  by providing a supplemental
retirement  program  to  attract,  retain  and  motivate a select group of key
employees  who  make  important  contributions  to the success of the Company.

1.2          DEFINITIONS

     (a)         "ACQUIRING PERSON" means any person or group of Affiliates or
Associates  who is or becomes the beneficial owner, directly or indirectly, of
shares  representing  20%  or more of the total votes of the outstanding stock
entitled  to  vote  at  a  meeting  of  shareholders.

     (b)          "ACCELERATION OF PAYMENT" means the expiration of the period
during  which Ralston Purina Company has the right to cure, but fails to cure,
a  default in its obligation to fund a grantor trust established pursuant to a
Trust Agreement dated as of September 15, 1994, between Ralston Purina Company
and  Wachovia  Bank  of  North  Carolina,  N.A.    Upon  the  occurrence of an
Acceleration  of  Payment,  the  time  of payment of all remaining benefits to
Participants and Beneficiaries under the Plan shall be accelerated and benefit
shall  be  paid  in  lump sum form, in cash or stock as applicable, as soon as
practicable  after  the  effective  date of the Acceleration of Payment.  Such
Acceleration of Payment shall occur under the Plan irrespective of any action,
or  intent  to  take  action,  by  Ralston  Purina  Company.

     (c)        "ADMINISTRATOR" means Wachovia Bank of North Carolina, N.A. or
its  successor.

     (d)       "AFFILIATE" OR "ASSOCIATE" shall have the meanings set forth in
Rule  12b-2 of the General Rules and Regulations under the Securities Exchange
Act  of  1934,  as  amended.

     (e)         "BENEFICIAL OWNER" shall mean a person who shall be deemed to
have  acquired  "beneficial  ownership"  of,  or  to  "beneficially  own", any
securities:

(i.)        which such person or any of such person's Affiliates or Associates
beneficially  owns,  directly  or  indirectly;

(ii.)       which such person or any of such person's Affiliates or Associates
has (A) the right to acquire (whether such right is exercisable immediately or
only  after  the  passage  of  time) pursuant to any agreement, arrangement or
understanding  (other  than customary agreements with and between underwriters
and  selling  group  members  with  respect  to a bona fide public offering of
securities),  or  upon  the  exercise  of  currently exercisable conversion or
exchange  rights, warrants or options, or otherwise; provided, however, that a
person  shall  not  be deemed the Beneficial Owner of, or to beneficially own,
securities  tendered  pursuant  to  a  tender  or exchange offer made by or on
behalf  of  such person or any of such person's Affiliates or Associates until
such  tendered  securities  are  accepted for purchase or exchange; or (B) the
right  to  vote  pursuant  to  any  agreement,  arrangement  or understanding;
provided,  however, that a person shall not be deemed the Beneficial Owner of,
or  to  beneficially  own,  any  security  if  the  agreement,  arrangement or
understanding  to  vote such security (1) arises solely from a revocable proxy
or  consent  given  to  such  person  in response to a public proxy or consent
solicitation  made  pursuant  to, and in accordance with, the applicable rules
and  regulations  promulgated  under the Exchange Act and (2) is not also then
reportable  on  Schedule  13D  under  the  Exchange  Act (or any comparable or
successor  report);  or

(iii.)      which are beneficially owned, directly or indirectly, by any other
person with which such person or any of such person's Affiliates or Associates
has  any  agreement,  arrangement  or  understanding  (other  than  customary
agreements  with  and  between  underwriters  and  selling  group members with
respect  to  a  bona  fide  public  offering of securities) for the purpose of
acquiring,  holding,  voting  or  disposing  of  any  securities  of  Company.

Notwithstanding  anything  in  this  definition  of  "Beneficial Owner" to the
contrary,  the  phrase  "then  outstanding",  when  used  with  reference to a
person's  beneficial ownership of securities of Company, shall mean the number
of  such  securities  then  issued and outstanding together with the number of
such  securities  not  then  actually issued and outstanding which such person
would  be  deemed  to  own  beneficially  hereunder.

     (f)          "BENEFICIARY"  means  the person or persons (including legal
entities)  who  have  been designated in accordance with Section 3.2 hereof to
receive  benefits  under  this  Plan  following  a  Participant's  death.

     (g)        "CHANGE OF CONTROL" shall mean the time when (A) any Acquiring
person,  either  individually  or  together  with  such person's Affiliates or
Associates, shall have become the Beneficial Owner, directly or indirectly, of
more  than  20%  of the total votes of the outstanding stock of Ralston Purina
Company;  (B) individuals who shall qualify as Continuing Directors shall have
ceased  for  any  reason  to  constitute  at  least a majority of the Board of
Directors  of Ralston Purina Company; or (C) a majority of the individuals who
shall  qualify  as  Continuing  Directors  shall  approve a declaration that a
Change  of  Control  has  occurred.

     (h)       "COMMITTEE" means the Human Resources Committee of the Board of
Directors  of  Ralston  Purina  Company  or  any  successor to such Committee.

(i)          "COMPANY"  means  Ralston Purina Company and its subsidiaries and
affiliates.

     (j)          "COMPENSATION"  means  all  or any part of any cash or other
consideration  to  be  paid  to  an  Employee  for  services rendered or to be
rendered  to  the  Company.

     (k)      "CONTINUING DIRECTOR" means any member of the Board of Directors
of Ralston Purina Company, while such person is a member of such Board, who is
not  an Affiliate or Associate of an Acquiring Person or of any such Acquiring
Person's  Affiliate  or  Associate and was a member of such Board prior to the
time  when such Acquiring Person became an Acquiring Person, and any successor
of  a Continuing Director, while such successor is a member of such Board, who
is not an Acquiring Person or an Affiliate or Associate of an Acquiring Person
or  a  representative or nominee of an Acquiring Person or of any Affiliate or
Associate  of  such  Acquiring Person and is recommended or elected to succeed
the  Continuing  Director  by  a  majority  of  the  Continuing  Directors.

     (l)          "CORPORATE  COMPENSATION  DEPARTMENT"  means  the  Corporate
Compensation  Department of Ralston Purina Company or any successor department
or  individual  performing  the  same  functions.

     (m)          "DATE  OF CREDITING" means, with respect to any Compensation
deferred  pursuant  to  the Plan, the first day of November of the year during
which  such  Compensation  would otherwise be paid to a Participant, provided,
however,  with  respect  to the deferral of special, not annual, bonuses which
are  not  paid  at  the  same  time  as  annual bonuses and which are deferred
pursuant  to  the  Plan,  Date  of Crediting shall mean the date on which such
Compensation  would  otherwise  be  paid  to  a  Participant.

     (n)          "EMPLOYEE"  means  any  regular  employee  of  the  Company.

     (o)          "MARKET  VALUE" means, in the case of any class or series of
Stock,  the  average of the closing prices of such class or series as reported
by  the  New  York Stock Exchange - Composite Transactions during the ten (10)
trading  days  immediately preceding the date in question, or, if the class or
series  of  Stock  is  not  quoted  on such composite tape or if such class or
series  is  not  listed  on  such  exchange,  on  the  principal United States
securities  exchange  registered under the Securities Exchange Act of 1934, as
amended,  on  which the class or series of Stock is listed, or if the class or
series  is  not  listed  on  any such exchange, the average of the closing bid
quotations  with respect to a share of the class or series of Stock during the
ten  (10)  days immediately preceding the date in question on the NASDAQ Stock
Market  National  Market  System  or  any  system  then  in use, or if no such
quotations  are  available, the fair market value on the date in question of a
share  of  the  class  or  series  of Stock as determined by a majority of the
Continuing  Directors  in  good  faith.

     (p)        "PARTICIPANT" means any Employee who participates in the Plan.

     (q)     "PLAN" means the Deferred Compensation Plan for Key Employees, as
amended.

     (r)     "PLAN ADMINISTRATOR" means Wachovia Bank of North Carolina, N. A.
or  its  successor.

     (s)          "RETIREMENT"  means  an  Employee's voluntary or involuntary
termination  of  employment  with  the Company following attainment of age 55.

     (t)         "STOCK" means shares of the Company's common stock, par value
$.10 per share, which consists of shares of a class of common stock designated
as  Ralston  Common Stock ("RAL Stock") or any such other security outstanding
upon  the  reclassification or redesignation of the Company's RAL Stock or any
other  outstanding  class  or  series  of  common  stock,  including,  without
limitation, any stock split-up, stock dividend, creation of tracking stock, or
other  distributions  of  stock  in  respect  of  stock,  or any reverse stock
split-up, or recapitalization of the Company or any merger or consolidation of
the  Company with any Affiliate, or any other transaction, whether or not with
or  into  or  otherwise  involving  an  Acquiring  Person.

     (u)          "TERMINATION FOR CAUSE" means a Participant's termination of
employment with the Company because the Participant willfully engaged in gross
misconduct;  provided,  however,  that  a  "Termination  for  Cause" shall not
include  a  termination  attributable  to:

(i.)      poor work performance, bad judgment or negligence on the part of the
Participant;  or

(ii.)        an act or omission reasonably believed by the Participant in good
faith to have been in or not opposed to the best interests of his employer and
reasonably  believed  by  the  Participant  to  be  lawful.

     (v)          "YEAR"  means  calendar  year  unless  otherwise  specified.


1.3          ELIGIBILITY  AND  PARTICIPATION

     Any  Employee  who  is  entitled to Compensation, and who is permitted to
request  the  deferral  of  such Compensation by the Committee, is eligible to
participate  in  the Plan.  An eligible Employee becomes a Participant in this
Plan  upon the effective date of an agreement executed by the parties pursuant
to  Section  2.1(c).

1.4          APPROVAL  OF  DEFERRALS  AND  ADMINISTRATION  OF  THE  PLAN

     The  Committee  shall have full power and sole discretion to designate or
approve  Employees  eligible to participate in the Plan; to designate types of
Compensation  which  may  be  deferred;  to  approve  or  disapprove  eligible
Employees' requests for deferral into or under any option; to mandate deferred
Leveraged  Incentive  Plan  (LIP)  payments  if  necessary  to  assure the tax
deductability  of  the  payments;  to  allow  for  in-service  distribution of
mandated deferred LIP when the payment would be deductible by the Company; and
to  impose  on  any deferral any terms and conditions in addition to those set
forth  in  the  Plan.

     The  Plan  Administrator  shall  administer  the  Plan and, in connection
therewith, shall have full power and sole discretion to construe and interpret
the  Plan; to establish rules and regulations; to delegate responsibilities to
others  to  assist  it  in  administering  the  Plan  or  performing  any
responsibilities  hereunder;  and  to  perform  all  other  acts  it  believes
reasonable  and  proper  in  connection  with  the administration of the Plan.

1.5          POWER  TO  AMEND

     The power to amend, modify or terminate this Plan at any time is reserved
to  the  Committee  except that the Chief Executive Officer of the Company may
make amendments to resolve ambiguities, supply omissions and cure defects, and
may  make  any amendments deemed necessary or desirable to comply with federal
tax  law  or  regulations  to  avoid  loss  of  qualification  or  adverse tax
consequences,  and  any  other amendments deemed necessary or desirable, which
shall  be  reported  to  the  Committee.    Notwithstanding  the foregoing, no
amendment, modification or termination which would reasonably be considered to
be adverse to a Participant or Beneficiary may apply to or affect the terms of
any  deferral of Compensation that was approved prior to the effective date of
such  amendment,  modification  or  termination,  without  the  consent of the
Participant  or  Beneficiary  affected  thereby.

2.    DEFERRAL  OPTIONS

2.1          TERMS  AND  CONDITIONS

     (a)          Deferral  options  available-  The  options  for deferral of
                  ----------------------------
Compensation  offered  under this Plan shall consist of the Equity Option, the
Variable Interest Option and such other options as the Committee may from time
to  time  determine.   Prior to commencement of employment, or with respect to
existing  Employees, on or before December 31 of the Year prior to the Year in
which  any  such Compensation will be earned, an eligible Employee may request
in  writing  that  the  Committee  approve a deferral either into or under any
single  deferral  option provided under this Plan, or any combination thereof.
The  Committee,  in  its  sole  discretion,  may permit amounts deferred by an
eligible  Employee  pursuant to any other deferred compensation program of the
Company  to  be  converted  into any deferral option provided under this Plan.

Participants in this Plan shall be permitted twice each calendar year, in such
manner  and  at  such  time as may be determined by the Plan Administrator, to
transfer  any  amounts  which  have been deferred for at least one year (other
than  Company  Matching  Deferrals,  as  hereinafter  defined)  in  an account
credited  with  Stock equivalents (a "Stock Equivalent Account") or a Deferred
Cash Account established pursuant to the Variable Interest Option, as the case
may  be, to any other account established pursuant to the Equity Option or the
Variable  Interest  Option.  Company Matching Deferrals may not be transferred
from  the  Stock  Equivalent  Account  to  which they are originally credited.

(b)         Mandated deferral of Leveraged Incentive Plan (LIP) Payments - The
            ------------------------------------------------------------
Committee  or  its delegee may mandate that Named Executive Officers (N.E.O.s)
specifically  named  shall  defer a portion of those amounts of their 1994 LIP
award  into  the  Plan until time of payout as provided in Sections 2.2(g) and
2.3(d)  accordingly.    Participants  for  whom  the  Committee or its delegee
mandates  deferrals may select the options for deferral provided under Section
2.1(a).


     (c)     Source of terms and conditions- Any deferral under the Plan shall
             ------------------------------
be subject to the provisions of the Plan, any other conditions imposed by law,
and  the  terms  of  any  award  of  Compensation.   Approval of a deferral of
Compensation  shall  in  no  event  constitute  a waiver by the Company of any
conditions  to  the  receipt  of  such  Compensation.

     (d)          Written  agreement-  Every  deferral that is approved by the
                  ------------------
Committee  shall  be  made  pursuant  to  a  written  agreement  signed by the
Participant  and  the  Company.    Any  modifications  or  amendments  to such
agreement  shall  also  be in writing, signed by the parties.  In the event of
any  conflict or inconsistency between the terms of such written agreement and
the  terms  of  the  Plan,  such  written  agreement  shall  control.

2.2          EQUITY  OPTION

     (a)      Stock equivalents - Upon approval of a request for a deferral in
              -----------------
the  Equity  Option  or  a  mandated deferral as provided in Section 2.1(b), a
"Stock  Equivalent  Account"  shall  be established in the Participant's name.
Stock  equivalents  and  fractions  thereof  shall  be  credited to such Stock
Equivalent  Account  in  an  amount  determined  by  dividing  the  amount  of
Compensation  to  be  deferred in each such account by the Market Value of the
relevant  Stock  on  the  Date of Crediting.  Upon the occurrence of any stock
split-up,  stock  dividend,  issuance  of  any  tracking stock, combination or
reclassification  with respect to any outstanding series or class of Stock, or
consolidation, merger or sale of all or substantially all of the assets of the
Company,  the  number  of  Stock  equivalents in each Stock Equivalent Account
shall,  to  the  extent  appropriate,  be  adjusted  accordingly.

     (b)       Company Matching Deferral - The Chief Executive Officer may, in
               -------------------------
his  or  her  sole discretion, determine that the additional matching deferral
described  in  this  Section 2.2 (b) shall be made with respect to Participant
requested  deferrals  in any specific fiscal year of the Company.  Absent such
determination  with  respect to any such fiscal year deferrals, no Participant
shall be entitled to the additional matching deferrals described herein.  Upon
such determination by the Chief Executive Officer and upon a deferral into the
Equity  Option  and  the  associated  crediting  of  Stock  equivalents,  to a
Participant's  appropriate  Stock Equivalent Account, the Company shall credit
each  such  Stock  Equivalent  Account,  on  the  same Date of Crediting, with
additional  Stock  equivalents,  equal  to  a percentage (as determined by the
Chief  Executive Officer) of the Compensation being deferred at that time into
each such Stock Equivalent Account divided by the Market Value of the relevant
Stock on the Date of Crediting.  Such additionally credited Stock equivalents,
and all dividend equivalents associated therewith, are hereinafter referred to
as  "Company  Matching  Deferrals".    A  Participant's entitlement to Company
Matching  Deferrals  credited to the Participant's account shall be subject to
the  forfeiture  provisions  set  below.      No  Company Matching Deferral is
available  for  Participants  with  mandated  deferrals  who select the Equity
Option.

     A  Participant  shall  become fully vested in his or her Company Matching
Deferrals          upon  termination  if:

(i.)          the  Participant  has  attained  50  years  of  age;  or

(ii.)          the  Participant  is  involuntarily  terminated  at  any  age;

          provided,  that  all  Company  Matching Deferrals may be forfeitable
upon  the  occurrence  of  any  of  the  events  set  forth  below.


     A  Company  Matching  Deferral  is forfeited in its entirety in the event
that:

(i.)        the Participant voluntarily terminates employment with the Company
prior  to  age 50, unless such termination was approved by the Chief Executive
Officer  of  the  Company and such termination occurs five or more years after
the  Date  of  Crediting  of  such  Company  Matching  Deferral;

(ii.)          the  Participant  is  Terminated  for  Cause  at  any  age.

(iii.)     In addition, a Company Matching Deferral shall also be forfeited in
its entirety if at any time within two years after a distribution of a Company
Matching  Deferral  to  a  Participant  (other  than  to Participants who have
attained  age  55  at  or  prior  to termination of employment), the Committee
determines  that  the Participant has engaged in competition with the Company.
The  Participant, upon written demand by the Company, shall promptly, remit to
the  Company  all  Company  Matching  Deferrals  paid  to  him  or  her  upon
termination.   The determination that a Participant is engaging in competition
with  the  Company  shall  be  made  by the Committee in its sole and absolute
discretion.  In exercising its discretion, the Committee shall consider, among
other  factors,  the nature of the competitive activity, the potential harm to
the  Company which may result from the competitive activity, the Participant's
ability  to  find  non-competitive  employment and the Participant's financial
need.  Upon request, the Committee shall advise a Participant whether it deems
an  activity  in  which the Participant proposes to engage to be a competitive
activity.

Notwithstanding  the  provisions  of  this  Section  2.2 (b), upon a Change of
Control or the effective date of Acceleration of Payment, all Company Matching
Deferrals  shall  be  fully  vested  and  nonforfeitable.

     (c)          Time  of crediting - Deferrals in Stock equivalents shall be
                  ------------------
credited  to  a Participant's Stock Equivalent Account or Accounts on the Date
of  Crediting.

     (d)        Dividend Equivalents - To the extent dividends on any class or
                --------------------
series  of  outstanding  Stock  are  paid,  dividend equivalents and fractions
thereof shall be calculated with respect to balances of such Stock equivalents
in  any  Stock Equivalent Account, converted to additional equivalents of such
Stock  and  credited  to  the  appropriate  Stock Equivalent Account as of the
dividend  payment dates.  The number of Stock equivalents to be credited as of
each  such  date  shall  be  determined by dividing the amount of the dividend
equivalent  by  the Market Value of the relevant Stock on the dividend payment
date.    The Participant's Stock Equivalent Account or Accounts shall continue
to  earn  such  dividend equivalents until fully distributed if distributed in
Stock,  otherwise  such  dividend  equivalents  shall be earned only until the
earliest  to  occur  of:

(i.)          a  Participant's  Retirement  or  other  termination;

(ii.)     the date of the Administrator's determination of total and permanent
disability;  or

(iii.)       the effective date of Acceleration of Payment.  At the discretion
of  the  Committee, dividend equivalents may be credited in cash to a Deferred
Cash  Account  established or existing for the Participant under the "Variable
Interest  Option", described in Section 2.3 hereof, instead of converting them
to  additional  Stock  equivalents.

     (e)         Other conditions of award- Deferrals in the Equity Option are
                 -------------------------
"Other Stock Awards" under the Ralston Purina Company Incentive Stock Plan and
are  subject  to  the provisions of that Plan in addition to the terms of this
Plan.

     (f)      Form of distribution- Distributions under this option, including
              --------------------
distributions  of  Company  Matching  Deferrals, shall be in the form of cash,
unless  the  Participant  elects to receive Stock with cash for any fractional
shares;  provided,  however,  that  any  distribution  by  a trust established
pursuant  to  Section  3.1  hereof shall be in the form of cash. The amount of
cash  to be distributed shall be the number of whole Stock equivalents in each
Stock  Equivalent Account multiplied by the Market Value of the relevant class
or  series  of  Stock  on  the  earliest  to  occur  of:

(i.)          the  Participant's  Retirement  or  other  termination;

(ii.)     the date of the Administrator's determination of total and permanent
disability;

(iii.)          the  in-service  date  when the Committee or its delegee first
determines  that  mandated  deferred  LIP  payments would be deductible by the
Company;  or

(iv.)          the  effective  date  of  Acceleration of Payment with interest
accruing, at the rate described in Section 2.3(a) hereof, from such date until
the  time  of  distribution.

     (g)          Time  of distribution to Participant- All amounts due to the
                  ------------------------------------
Participant  under  the Equity Option shall be payable on the earlier to occur
of:

(i.)          the  60th  day  following  the Participant's Retirement or other
termination;  or

(ii.)     the 60th day following the date of the Administrator's determination
of  the  Participant's  total  and  permanent disability.  No amounts shall be
payable  to  a  Participant  prior to such times except as permitted under the
hardship withdrawal provisions of Section 3.3.  Notwithstanding the foregoing,
in  the  event Ralston Purina Company is in default of its funding obligations
under  the  Trust  Agreement  dated  as of September 15, 1994, between Ralston
Purina  Company  and Wachovia Bank of North Carolina, N.A., as amended, and it
fails  to  cure  such  default in a timely manner as provided under such Trust
Agreement,  the  Plan Administrator shall, as soon as practicable, pay to each
Participant  or  Beneficiary  all  amounts  credited  to  the Stock Equivalent
Account  of  each  Plan  Participant or Beneficiary, except to the extent such
individual  elects,  before  the  date  such payments are made, to continue to
defer  receipt  of  such  payment;  or

(iii.)     the 60th day following the Committee or its delegee's determination
that the respective mandated deferred LIP payment is deductible by the Company
and  therefore  available  for  in-service  distribution.

     (h)          Distribution  upon death - In the event of the Participant's
                  ------------------------
death, all amounts due under this Option shall be paid to the Beneficiary; but
if  none  is designated then benefits shall be paid to Participant's estate or
as  provided  by  law.    Distribution  in  full shall be made on the 60th day
following  the  Participant's  death.

     (i)       Change of Control- Upon a Change of Control, deferrals into the
               -----------------
Equity  Option  will  no longer be permitted and each Stock Equivalent Account
shall  be  immediately  converted  into  a  Deferred  Cash Account established
pursuant  to Section 2.3(a) hereof.  The amount of cash to be credited to each
such  Deferred  Cash  Account  shall  be  equal  to the number of whole and/or
fractional  Stock  equivalents  in each Stock Equivalent Account multiplied by
the  Market Value of the relevant class or series of Stock as of the Change in
Control.   Each Participant whose Stock Equivalent Account is hereby converted
to  a  Deferred  Cash  Account  shall  have  the  right,  at  his  or her sole
discretion,  to  convert  such  Deferred  Cash Account into any other deferral
option  which  may thereafter be established pursuant to the Plan or any other
deferred  compensation  plan  established  by  the  Company  or any successor.

2.3          VARIABLE  INTEREST  OPTION

     (a)     Interest equivalents- Upon approval of a deferral in the Variable
             --------------------
Interest  Option,  a  "Deferred  Cash  Account"  shall  be  established in the
Participant's  name.    The  amount  of Compensation being deferred under this
option  will  be  credited to this account on or before the Date of Crediting.
Interest equivalents on amounts deferred under this option shall be calculated
annually  as  of  October  31  of  each  year  for the period from the Date of
Crediting  until  October 31, or, if such period is greater than one year, for
the one-year period commencing with the previous November 1.  Such equivalents
shall  be  based on the average of the daily close of business prime rates for
the  365  days  of  such  year, with respect to amounts credited prior to such
year, or, with respect to amounts credited during such year, for the number of
days  from  the Date of Crediting.  The daily close of business rates shall be
as established by Morgan Guaranty Trust Company of New York or such other bank
as  may be designated by the Committee.  At distribution, interest equivalents
shall similarly be calculated on amounts in the Deferred Cash Account based on
average  daily  prime  rates  from the preceding November 1, or, if later, the
Date of Crediting, through the date of distribution, and added to the total to
be  distributed.    The crediting of interest equivalents to the Participant's
Deferred  Cash  Account  shall  continue  until the balance in such account is
fully  distributed.

     (b)          Time  of  crediting- The interest equivalent calculated each
                  -------------------
October  31  shall  be  credited  to  a Participant's Deferred Cash Account on
November  1  of that Year.  Prior to distribution to a Participant pursuant to
Section  2.3(d)  hereof,  interest  equivalents  calculated as described above
shall  be  credited  to  such  Participant's  Deferred  Cash  Account.


     (c)      Form of distribution- Distribution under this option shall be in
              --------------------
cash;  provided,  however, that prior to a Change in Control, the Committee in
its  discretion  may  change  the  form  to  any class or series of Stock or a
combination  of  cash  and  any  class  or  series  of  Stock.

     (d)          Time  of distribution to Participant- All amounts due to the
                  ------------------------------------
Participant under the Variable Interest Option shall be payable on the earlier
to  occur  of:

(i.)          the  60th  day  following  the Participant's Retirement or other
termination;  or

(ii.)     the 60th day following the date of the Administrator's determination
of  the  Participant's  total  and  permanent disability.  No amounts shall be
payable  to  a  Participant  prior to such times except as permitted under the
hardship withdrawal provisions of Section 3.3.  Notwithstanding the foregoing,
in  the  event Ralston Purina Company is in default of its funding obligations
under  the  Trust  Agreement  dated  as of September 15, 1994, between Ralston
Purina  Company  and Wachovia Bank of North Carolina, N.A., as amended, and it
fails  to  cure  such  default in a timely manner as provided under such Trust
Agreement,  the  Plan Administrator shall, as soon as practicable, pay to each
Participant  or  Beneficiary  all  amounts  credited  to  the Stock Equivalent
Account  of  each  Plan  Participant or Beneficiary, except to the extent such
individual  elects,  before  the  date  such payments are made, to continue to
defer  receipt  of  such  payment;  or

(iii.)     the 60th day following the Committee or its delegee's determination
that the respective mandated deferred LIP payment is deductible by the Company
and  therefore  available  for  in-service  distribution.

     (e)     Distribution upon death- In the event of the Participant's death,
             -----------------------
all  amounts  due  under  this Option shall be paid to the Beneficiary; but if
none  is designated, then benefits shall be paid to Participant's estate or as
provided by law.  Distribution in full shall be made on the 60th day following
the  Participant's  death  or,  if death occurs after Acceleration of Payment,
distribution  shall  be  made  as  soon  as  practicable following such event.

3.    OTHER  GOVERNING  PROVISIONS

3.1          COMPANY'S  OBLIGATIONS  UNFUNDED

     All  benefits  due  a  Participant  or  a Beneficiary under this Plan are
unfunded  and  unsecured  and  are  payable  out  of  the general funds of the
Company.   If a "grantor trust" is established for the payment of benefits and
obligations  hereunder, the assets of such trust shall be at all times subject
to  the claims of creditors of the Company as provided for in such trust.  The
establishment  of  such trust shall not alter the characterization of the Plan
as  an "unfunded plan" for purposes of the Employee Retirement Income Security
Act,  as  amended.  Such trust shall make distributions in accordance with the
terms  of  the  Plan.

3.2          BENEFICIARY  DESIGNATION

     A  Participant  may  file  with  the  Corporate Compensation Department a
written  designation  of  a  Beneficiary  or  beneficiaries  (subject  to such
limitations  as  to  the  classes  and  number of beneficiaries and contingent
beneficiaries  as  the  Plan Administrator may from time to time prescribe) to
receive,  following  the  death of the Participant, benefits payable under any
option  of  the Plan.  The Plan Administrator reserves the right to review and
approve  Beneficiary designations.  A Participant may from time to time revoke
or  change  any  such  designation  of  Beneficiary  and  any  designation  of
Beneficiary  under  the  Plan shall be controlling over any other disposition,
testamentary  or  otherwise; provided, however, that if the Plan Administrator
shall  be  in  doubt  as  to  the right of any such Beneficiary to receive any
benefits  under  the  Plan,  the Plan Administrator may determine to recognize
only  the rights of the legal representative of the Participant, in which case
the  Company,  the  Plan  Administrator  and the members thereof, shall not be
under  any  further  liability  to  anyone.

3.3          HARDSHIP  WITHDRAWALS

     The  Plan  Administrator  in  its sole and absolute discretion may permit
withdrawal  by  a  Participant  of  any  amount  from his accounts if the Plan
Administrator determines, in its discretion, that such funds are needed due to
serious  and  immediate  financial  hardship  from an unforeseeable emergency.
Serious and immediate financial hardship to the Participant must result from a
sudden  and  unexpected illness or accident of the Participant or a dependent,
loss  of  property  due  to  casualty,  or  other  similar  extraordinary  and
unforeseeable  circumstances  arising  from  events  beyond the control of the
Participant.   A distribution based upon such financial hardship cannot exceed
the  amount necessary to meet such immediate financial need.  In addition, the
Plan  Administrator  may  impose  suspensions  of  future  deferrals  or other
penalties  as  a  condition  to  such  withdrawals.

3.4          CLAIM  PROCEDURE

     Each  Participant  or Beneficiary who believes his claim for benefits has
been  wholly  or  partially  denied  shall  have the right to request the Plan
Administrator  or  its  delegee  to  review such denial.  A request for review
shall  be  filed  by  the  Participant  or  Beneficiary  or  duly  authorized
representative  on or before the sixtieth (60th) day following the Participant
or Beneficiary's receipt of notice of denial of his claim.  The Participant or
Beneficiary  shall  have  the  right  to review pertinent documents and submit
issues and comments in writing in connection with the request for review.  The
Plan  Administrator  or  its  delegee's  shall issue a written statement on or
before  the  sixtieth (60th) day following its receipt of such request stating
the  Plan  Administrator  or  its delegee's decision on review and the reasons
therefor,  including specific references to pertinent Plan provisions on which
the  decision  is based, and any other information required by applicable law.
If  special  circumstances require additional time for processing such review,
the  Plan Administrator or its delegee may extend the period for an additional
sixty  (60)  days  provided that the Participant or Beneficiary is notified of
such  circumstances.    If  the  decision  is not issued within the prescribed
period,  the  appeal  shall  be  deemed denied.  No Participant or Beneficiary
shall  have  recourse to courts of law until the administrative review process
set  forth  herein  has  been  completed.

3.5          RESUMPTION  OF  BENEFITS  AFTER  INTERRUPTION  OF  PAYMENTS

     In  the event payment of benefits under the Plan, including benefits that
are  accelerated due to the Company's default in funding the Company's grantor
trust,  are not made in a timely manner for any reason where the Company is at
fault  or  unable  to  pay,  the  first  payment after such interruption shall
include  all  payments  due  during such period of interruption, plus interest
accrued  on such amounts calculated in the same manner as interest equivalents
under  the  Variable  Interest  Option.

3.6          TRANSFERABILITY  OF  BENEFITS

     The  right  to  receive  payment of benefits under this Plan shall not be
transferred,  assigned  or  pledged except by Beneficiary designation, will or
pursuant  to  the  laws  of  descent  and  distribution.

3.7          ADDRESS  OF  PARTICIPANT  OR  BENEFICIARY

     A  Participant shall keep the Company apprised of his current address and
that of any Beneficiary at all times during participation in the Plan.  At the
death  of  a  Participant, a Beneficiary who is entitled to receive payment of
benefits under the Plan shall keep the Company apprised of his current address
until  the  entire  amount  to  be  distributed  has  been  paid.

3.8          TAXES

     Any  taxes  required  to  be  withheld under applicable federal, state or
local  tax laws or regulations may be withheld from any payment due hereunder.

3.9          GENDER

     The  use  of  masculine  pronouns  herein shall be deemed to include both
males  and  females.



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