RESPONSE DUE DECEMBER 31, 1996




                                                  November 25, 1996

PERSONAL AND HIGHLY CONFIDENTIAL


Potential Fiscal 1997 Bonus Plan Participants

               DEFERRAL OF POTENTIAL FISCAL 1997 BONUS AWARD


The Deferred Compensation Plan  for Key Employees gives  you the opportunity  to
defer all or a portion of your annual cash bonus, subject to the approval of the
Human Resources Committee  of the  Board of  Directors.   In general,  deferring
compensation has the advantage of postponing payment of tax and of allowing  any
earnings on the deferred amount to accumulate free of tax until distributed.  To
protect the tax status of the 1997 bonus deferral program, you must:

  o  Decide now whether to defer  all or part of  any 1997 annual cash  bonus

     you might receive, and
  o  Promptly return the enclosed  election form.   IF YOUR ELECTION  FORM IS
     NOT RECEIVED BY  DECEMBER 31, 1996, YOU  WILL NOT BE  ABLE TO  DEFER ANY
     1997 ANNUAL BONUS AWARD.

Deferral Options for 1997:

You may choose from three deferral accounts:
  o  Equity Option, which features a 25% COMPANY MATCH
     (note:  match may not be offered every year);
  o  Short-Term Variable Interest Option (payable in January, 1998);
  o  Variable Interest Option.

Special Reminders:

In making your election, please refer to the enclosed Deferred Compensation Plan
for Key Employees Prospectus, dated October 31, 1996.  Also refer to Attachment
1, Factors to Consider.  You should keep in mind that YOUR ELECTION TO DEFER MAY

NOT BE CHANGED.


You are given the opportunity to transfer your deferrals (other than the  match)
between the Equity and Variable Interest accounts.  Transfers are offered  twice
a year (June and December).

PLEASE RETURN ONE COPY OF THE  1997 BONUS DEFERRAL ELECTION FORM, ATTACHMENT 2,
BY DECEMBER 31, 1996 WHETHER OR NOT YOU REQUEST A DEFERRAL.  A duplicate form is

enclosed for your records.  If you request a deferral, it will be considered for
1997 annual bonus awards only.   AS WITH ALL CORRESPONDENCE INVOLVING  EXECUTIVE
COMPENSATION, PLEASE TREAT THIS MATERIAL WITH THE UTMOST CONFIDENTIALITY.

If you have any questions, please feel free to call me at extension 1918.


                             Pam Brennan - 1A
                          Corporate Compensation
Enclosures


December 2, 1996      1997 BONUS DEFERRAL ELECTION          Attachment 2



Please submit my request as follows with respect to any 1997 annual cash bonus
which may be awarded to me by Ralston Purina Company or its affiliates:

CHECK ONE BOX BELOW:

" NO DEFERRAL  (Check here if you do not wish to defer any portion of any 1997
               annual bonus. Ignore items 1) and 2) and proceed to bottom
               section.)

" DEFERRAL     (Check here if you wish to defer any portion of any 1997 annual
               bonus.  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
     ACCOUNTS:

     [100% may go to any account or may be divided among them.]

          % To the EQUITY ACCOUNT........ 25% Company Matched
          % To the SHORT-TERM VARIABLE INTEREST ACCOUNT (Payable in January
            1998)

          % To the (LONG-TERM) VARIABLE INTEREST ACCOUNT

       100 %   TOTAL





      I UNDERSTAND THAT ANY DECISION REGARDING ANY 1997 ANNUAL BONUS THAT MAY
      BE PAID TO ME OR DEFERRED FOR FUTURE PAYMENT IS AT THE DISCRETION OF
      MANAGEMENT AND THE HUMAN RESOURCES COMMITTEE.  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
                    OR RETURN BY FAX TO #314-982-2490
                     NO LATER THAN DECEMBER 31, 1996




December 2, 1996                                               Attachment 1


                           FACTORS TO CONSIDER
Equity Match:

o Deferrals to the Equity Option will be credited with a  25% COMPANY MATCH FOR
  1997
o The company match may not be offered every year
o Participant's  entitlement  to  Company  Matching  Deferrals  is  subject  to
  forfeiture provisions. A Company Matching Deferral is forfeited if:
   - participant voluntarily terminates prior to age 55;  or
   - participant involuntarily terminates prior to age 55 less than five years
      after deferral; or
   - participant is terminated for cause at any age; or
   - has engaged in competition with the Company within two years after
       termination prior to age 55
o For Company Matching Deferrals in the plan less than  5 years, a participant,
  upon retirement (age 55 or older), is entitled to receive  an amount equal to
  1-2/3% of the Company Matching Deferral for each full month deferred


Transfers:

o Available on amounts deferred for at least one year
o Limited  to  transfers  between  Equity  and  (Long-Term)  Variable  Interest
  Accounts
o Does not  apply to  the Fixed  Benefit  Option or  Company Matching  Deferral
  Accounts
o Can be made twice a year

Under present Federal and state income  tax laws, you will  not be taxed on  any
deferral amounts until  you actually  receive payments  of cash  or delivery  of
stock at which 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.

Tax legislation removed  the limit on  wages which 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 BONUS YOU
MIGHT DEFER WILL BE WITHHELD FROM YOUR NOVEMBER 1997 PAYCHECK, along with the HI
Tax attributable  to your  nondeferred compensation  received in  November.   In
addition, the HI Tax attributable to  the portion of the company match  deferral
not subject to forfeiture (participants age  55 or older) will be withheld  from
the December  paycheck beginning  in  1996. More  information  will be  sent  to
applicable participants.

The Administrative  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 bonuses.

If you  are a  participant in  the Savings  Investment Plan  ("SIP"), any  bonus
deferred into the Equity  or Variable Interest Options  will not be included in

your compensation for purposes of computing your SIP contribution or the Company
matching SIP contribution. PLEASE NOTE, HOWEVER, that your SIP contributions ARE
DEDUCTED from the Short-Term Variable Interest  CASH PAYMENT MADE IN JANUARY to
employed participants.

The value of  the Company's Stock  can fluctuate widely  as a  result of  market
activity, and over certain periods, the value may decline.  The Company does not
guarantee the performance or the value of the Common Stock or Stock  equivalents
or the payment  of dividends.   In evaluating  the Equity  Option, consider  the
Company Match  and the  length  of time  your  investment in  Stock  equivalents
subjects your deferral to market risks.

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.  The average  prime  rates  established  by  Morgan
Guaranty Trust  Company of  New York  during recent  calendar years  are  listed
below. Historical rates may or may not be indicative of future rates.

  1993 = 5.899%     1995 = 8.827%
  1994 = 7.041%     1996 = 8.273% year to date

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 AN UNSECURED GENERAL CREDITOR OF  RALSTON
PURINA COMPANY.  The Company has set aside funds in  a grantor trust to help it
meet its benefit  obligations under  this Plan and  certain other  plans.   This
trust is also subject to the claims of creditors.  If the Company fails to  meet
its funding commitments  to the  trust, an  event not  presently anticipated  to
occur, employees will, unless  they elect otherwise, be  entitled to be paid  by
the Company the present  value of all  amounts deferred under  the Plan at  that
time.  This provision in no way is intended to alter the status of this Plan  as
an unfunded plan of deferred compensation.

Consider your deferral participation carefully and consult your personal advisor
if you have any questions.   Please refer to the enclosed Deferred Compensation
Plan for Key  Employees Prospectus,  dated October  31, 1996  for more  details.
YOUR ELECTION TO DEFER MAY NOT BE CHANGED FOR ANY REASON.