Exhibit  (3ii)

                                    BYLAWS
                                    ------
                                      OF
                            RALSTON PURINA COMPANY
                            ----------------------

                          (AS AMENDED JULY 17, 1997)

                                      ***

                           ARTICLE I - SHAREHOLDERS
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     SECTION  1.  ANNUAL  MEETING: The annual meeting of shareholders shall be
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held  at  the  principal  office of the Company, or at such other place either
within or without the State of Missouri as the Directors may from time to time
determine, at 2:00 P.M. on the third Thursday in January in each year, or such
other  time  as may be determined by the Chairman of the Board, or if said day
be  a  legal  holiday  then  on  the  next  succeeding  business day, to elect
Directors  and  transact  such  other business as may properly come before the
meeting.

     SECTION  2.  SPECIAL  MEETINGS:  Special  meetings of shareholders may be
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called  by  the Chairman of the Board,  any President or the Secretary, or in
any other manner
permitted  by  law;  and  each such meeting shall be held at such time, and at
such place either within or without the State of Missouri, as may be specified
in  the  notice  thereof.

     SECTION  3.  NOTICE:  Notice  of  each  annual  or  special  meeting  of
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shareholders,  stating  the  time
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and  place  thereof,  shall  be  served  upon or mailed to each shareholder of
record  entitled  to  vote  at  such meeting at least ten days but not more 
than seventy days prior to the meeting.
Such  other  or  additional
notice  shall  be  given  as  may  be  required  by  law.

     SECTION  4.  QUORUM:  At  any  meeting  of shareholders, the holders of a
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majority  of  the
outstanding  shares  entitled to vote thereat and the holders of a majority of
the  votes  of  the  outstanding
shares  entitled  to  vote  thereat,  and  present in person or represented by
proxy,  shall  constitute  a  quorum
for  all purposes. The holders of a majority of the outstanding shares present
and  entitled  to  vote  at  any
meeting  and  a majority of the votes of such shares may adjourn the same from
time  to  time  to  a  specified
date  not  more  than ninety days after such adjournment, without notice other
than  announcement  at  the
meeting,  and  any  business  may  be  transacted at such adjourned meeting as
originally  notified.

     At  any meeting of shareholders, only such business shall be conducted as
shall  have  been
properly  brought  before  the  meeting. In addition to any other requirements
imposed  by  or  pursuant  to
law,  the  Articles  or  these  Bylaws,  each  item of business to be properly
brought  before  a  meeting must (i) be specified in the notice of meeting (or
any  supplement  thereto)  given  by  or  at the direction of the Board or the
persons  calling  the  meeting  pursuant  to  these  Bylaws; (ii) be otherwise
properly  brought  before  the meeting by or at the direction of the Board; or
(iii)  be  otherwise properly brought before the meeting by a shareholder. For
business  to  be  properly  brought  before  a  meeting  by a shareholder, the
shareholder  must have given timely notice thereof in writing to the Secretary
of  the  Company. To be timely, a shareholder's notice must be delivered to or
mailed and received at the principal executive offices of the Company not less
than  twenty-five  days  prior  to the meeting; provided, however, that in the
event  that  less than, twenty-five days' notice or prior public disclosure of
the  date  of  the  meeting  is  given  or made to shareholders, notice by the
shareholder  to  be  timely must be so received not later than the seventh day
following  the  day on which such notice of the date of the meeting was mailed
or  such   public disclosure was made. A shareholder's notice to the Secretary
shall  set  forth  as  to  each  matter he or she proposes to bring before the
meeting  (i)  a brief description of the business desired to be brought before
the  meeting and the reasons for conducting such business at the meeting; (ii)
the  name and address, as they appear in the Company's shareholder records, of
the  shareholder(s)  proposing  such  business;  (iii) the class and number of
shares  of  the  Company's  capital  stock which are beneficially owned by the
proposing  shareholder(s),  and  (iv)  any  material interest of the proposing
shareholder(s)  in  such business. Notwithstanding anything in these Bylaws to
the contrary, no business shall be conducted at a meeting except in accordance
with  the procedures set forth in this Section. Any Chairman or Co-Chairman of
the  meeting shall, if the facts warrant, determine and declare to the meeting
that  business  was not properly brought before the meeting in accordance with
the provisions of this Section, and if he or she should so determine, shall so
declare  to  the meeting and any such business not properly brought before the
meeting  shall  not  be transacted. Any Chairman or Co-Chairman of the meeting
shall  have  absolute  authority  to  decide  questions of compliance with the
foregoing  procedures,  and  his  or  her  ruling  thereon  shall be final and
conclusive.

     SECTION  5.  ORGANIZATION: Each meeting of shareholders shall be convened
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by  a  President,  Secretary or other officer or person calling the meeting by
notice given in accordance with these Bylaws. The Chief Executive Officers, or
any  person  appointed  by  a  Chief Executive Officer prior to any meeting of
shareholders,  shall  act  as Chairman of each meeting of shareholders. In the
absence  of  all  Chief  Executive  Officers, or a person appointed by a Chief
Executive  Officer to act as Chairman of the meeting, the shareholders present
at the meeting shall designate a shareholder present to act as Chairman of the
meeting. The Secretary of the Company, or a person designated by the Chairman,
shall act as Secretary of each meeting of shareholders. Whenever the Secretary
shall  act as Chairman of the meeting, or shall be absent, the Chairman of the
meeting  shall  appoint  a  shareholder  present  to  act  as Secretary of the
meeting.

                        ARTICLE II - BOARD OF DIRECTORS
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     SECTION 1. ELECTION; TENURE; QUALLFLCATLONS: The Board of Directors shall
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consist  of  not less than nine nor more than eighteen members, such Directors
to  be  classified  in respect of the time for which they shall severally hold
office  by  dividing them into three classes of approximately equal size, each
class  to  be  elected  for a term of three years; and the number of Directors
shall  be fixed by a resolution of the Board of Directors adopted from time to
time.

     Directors  shall  be  elected  at each annual meeting of shareholders, to
hold  office  until  the  expiration of the term of their respective class, or
until  their  respective  successors  shall  be  elected  and  shall  qualify.

     Nominations  of  persons  for  election  to the Board of Directors of the
Company may be made at a meeting of shareholders by or at the direction of the
Board  or any committee thereof designated by the Board, or by any shareholder
of  the  Company entitled to vote for the election of Directors at the meeting
who  complies  with  the  procedures  set  forth  herein. In order for persons
nominated  to  the  Board,  other  than  those  persons nominated by or at the
direction  of  the  Board,  to  be  qualified  to  serve  on  the  Board, such
nominations  shall  be  made  pursuant  to  timely  notice  in  writing to the
Secretary  of  the  Company.  To  be  timely,  a shareholder's notice shall be
delivered  to  or mailed and received by the Secretary of the Company not less
than  twenty-five  days  prior  to the meeting; provided, however, that in the
event  that  less  than twenty-five days' notice or prior public disclosure of
the  date  of  the  meeting  is  given or made to shareholders by the Company,
notice  by the shareholder to be timely must be so received not later than the
close of business on the seventh day following the day on which such notice of
the  date  of  the meeting was mailed or such public disclosure was made. Such
shareholder's  notice  shall  set  forth  (i)  as  to  each  person  whom  the
shareholder  proposes  to  nominate for election or re-election as a Director,
(A)  the name, age, business address and residence address of such person, (B)
the  principal  occupation  or employment of such person for the previous five
years, (C) the class and number of shares of the Company's capital stock which
are  beneficially  owned  by such person, (D) such person's written consent to
being  named as a nominee and to serving as a Director if elected, and (E) any
other  information relating to such person that is required to be disclosed in
solicitations  of proxies for election of Directors, or is otherwise required,
in  each  case pursuant to Regulation 14A under the Securities Exchange Act of
1934,  as amended, and (ii) as to the shareholder(s) making the nomination (A)
the  name and address, as they appear in the Company's shareholder records, of
such  shareholder(s)  and  (B) the class and number of shares of the Company's
capital  stock  which are beneficially owned by such shareholder(s). No person
shall  be qualified for election as a Director of the Company unless nominated
in accordance with the procedures set forth in this Section 1. The Chairman of
a  meeting  shall,  if the facts warrant, determine and declare to the meeting
that a nomination was not made in accordance with the procedures prescribed by
the  Bylaws,  and  if  he  or she should so determine, shall so declare to the
meeting,  and the defective nomination shall be disregarded. The Chairman of a
meeting  shall  have absolute authority to decide questions of compliance with
the  foregoing  procedures,  and  his or her ruling thereon shall be final and
conclusive.

     SECTION  2. POWERS: The Board of Directors shall have power to manage and
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control  the
property and affairs of the Company, and to do all such lawful acts and things
which,  in  their  absolute
judgment  and  discretion,  they  may  deem  necessary and appropriate for the
expedient  conduct and  furtherance  of  the  Company's  business.

     SECTION  3. CHAIRMAN: The Directors shall elect one of their number to be
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Chairman  of  the
Board.  The Chairman shall preside at all meetings of the Board, unless absent
from  such meeting, in which case, if there is a quorum, the Directors present
may  elect  another  Director  to  preside  at  such  meeting.

     SECTION  4.  MEETINGS:  Regular meetings of the Board may be held without
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notice  at  such  time
and place either within or without the State of Missouri as shall from time to
time  be  determined  by  the
Chairman  of  the Board. Special meetings of the Board may be held at any time
and  place  upon  the  call  of    the  Chairman of the Board, a President, or
Secretary  of  the  Company.

     SECTION  5.  QUORUM:  A  majority  of  the  full Board of Directors shall
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constitute  a  quorum  at  all
meetings of the Board, and the act of the majority of the Directors present at
any  meeting  at  which  a
quorum  is present shall be the act of the Board of Directors unless a greater
number  of  Directors  is
required  by  the  Articles  of  Incorporation,  the  Bylaws or by law. At any
meeting  of  Directors,  whether  or  not  a  quorum is present, the Directors
present  thereat  may  adjourn the same from time to time without notice other
than  announcement  at  the  meeting.

     SECTION  6.  VACANCIES:  Vacancies  on  the  Board  and  newly  created
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directorships  resulting  from  any  increase  in  the  number of Directors to
constitute the Board of Directors may be filled by a majority of the Directors
then  in office, although less than a quorum, or by a sole remaining Director,
until  the  next election of Directors by the shareholders of the corporation.

     SECTION  7.  COMPENSATION  OF  DIRECTORS:  The Board of Directors may, by
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resolution
passed  by  a  majority  of  the  whole  Board,  fix  the  terms and amount of
compensation  payable to any person for his services as Director, if he is not
otherwise  compensated  for services rendered as an officer or employee of the
Company; provided, however, that any Director may be reimbursed for reasonable
and  necessary  expenses  of  attending  meetings  of  the Board, or otherwise
incurred  for  any  Company  purpose;  and  provided, further, that members of
special  or  standing committees may also be allowed compensation and expenses
similarly  incurred.

     SECTION  8.  COMMITTEES OF THE BOARD OF DIRECTORS: The Board of Directors
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may,  by  resolution passed by a majority of the whole Board, designate two or
more  Directors  to  constitute  an
Executive  Committee  of  the  Board  which shall have and exercise all of the
authority  of  the  Board  of
Directors  in the management of the Company, in the intervals between meetings
of  the  Board  of  Directors.  In  addition,  the Board may appoint any other
committee or committees, with such members, functions, and powers as the Board
may  designate.  The  Board shall have the power at any time to fill vacancies
in,  to  change  the size or membership of, or to dissolve, any one or more of
such committees. Each such committee shall have such name as may be determined
by the Board, and shall keep regular minutes of its proceedings and report the
same  to  the  Board  of  Directors  for  approval  as  required.

                            ARTICLE  III - OFFICERS
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     SECTION  1.    OFFICERS; ELECTION: The officers of the Company shall be a
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Chairman  of  the
Board,  one  or  more Chief Executive Officers,  one or more Presidents, and a
Secretary,  and  may  be, as the Board may from time to time designate, one or
more Vice Chairmen of the Board, one or more Executive Vice Presidents, one or
more  Senior  Vice  Presidents, one or more Group Vice Presidents, one or more
Vice Presidents, a General Counsel, a Treasurer, a Controller, and one or more
Assistant  Secretaries,  Assistant  Treasurers, and Assistant Controllers. All
officers  of  the  Company  shall be elected by the Board of Directors, except
that Assistant Secretaries, Assistant Treasurers and Assistant Controllers may
be  appointed by the Chairman of the Board or any Chief Executive Officer. Any
two  or  more  offices  may  be  held by the same person except the offices of
Chairman  of  the  Board  and  Secretary.

     SECTION  2.  TERMS: COMPENSATION:  All officers of the Company shall hold
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office  at  the
pleasure  of  the  Board  of  Directors.  The  compensation each officer is to
receive  from  the  Company shall be determined in such manner as the Board of
Directors  shall  from  time  to  time  prescribe.

     SECTION  3.  POWERS:  DUTIES: Each officer of the Company shall have such
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powers and duties as may be prescribed by resolution of the Board of Directors
or  as  may  be  assigned  by  the  Board of Directors or  any Chief Executive
Officer.

     SECTION  4. REMOVAL: Any officer elected by the Board of Directors may be
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removed  by  the
Board  of  Directors whenever in its judgment the best interest of the Company
will  be  served  thereby,  but
such removal shall be without prejudice to the contract rights, if any, of the
officer  so  removed.  The
Chairman  of  the  Board  may suspend any officer until the Board of Directors
shall  next  convene.

                          ARTICLE IV - CAPITAL STOCK
                          --------------------------

     SECTION  1.  STOCK CERTIFICATES: All certificates of stock of the Company
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shall  be  signed  by
the  Chairman  of  the  Board  or  any  President  or a Vice President and the
Secretary or an Assistant Secretary or the Treasurer or an Assistant Treasurer
of  the  Company,  and  shall  bear  the corporate seal of the Company. To the
extent  permitted  by  law, the signatures of such officers, and the corporate
seal,
appearing  on certificates of stock, may be facsimile, engraved or printed. In
case  any  such  officer  who
signed or whose facsimile signature appears on any such certificate shall have
ceased  to  be such officer before the certificate is issued, such certificate
may  nevertheless  be  issued  by  the Company with the same effect as if such
officer  had  not  ceased  to  be  such  officer  at  the  date  of its issue.

     The  Company  shall  not  issue  a  certificate  for  a fractional share;
however,  the  Board  of  Directors
may  issue,  in  lieu  of  any  fractional  share,  scrip or other evidence of
ownership  upon  such  terms  and
conditions  as  it  may  deem  advisable.

All  certificates  of  stock  of  each  class  and  series  shall  be numbered
appropriately.

     SECTION  2.  RECORD OWNERSHIP: The corporation shall maintain a record of
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the  name  and
address  of  the  holder of each certificate, the number of shares represented
thereby,  and  the  date of issue and the number thereof. The Company shall be
entitled  to treat the holder of record of any share of stock as the holder in
fact  thereof, and accordingly it will not be bound to recognize any equitable
or  other  claim  of  interest  in such share on the part of any other person,
whether  or  not  it  shall  have  express  or other notice thereof, except as
otherwise  provided  by  the  laws  of  Missouri.

     SECTION  3.  TRANSFERS:  Transfers of stock shall be made on the books of
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the Company only by direction of the person named in the certificate, or by an
attorney  lawfully  constituted  in  writing,  and  upon  the surrender of the
certificate  therefor.

     SECTION 4. TRANSFER AGENTS; REGISTRARS:  The Board of Directors shall, by
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resolution,
from time to time appoint one or more Transfer Agents, that may be officers or
employees of the Company, to make transfers of shares of stock of the Company,
and  one or more Registrars to register shares of stock issued by or on behalf
of  the  Company.  The  Board of Directors may adopt such rules as it may deem
expedient  concerning  the  issue,  transfer  and  registration  of  stock
certificates  of  the  Company.

     SECTION  5. LOST CERTIFICATES: Each person whose certificate of stock has
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been  lost,  stolen
or destroyed shall be entitled to have a replacement certificate issued in the
same  name  and  for  the  same  number of shares as the original certificate,
provided  that such person has first filed with such officers of  the Company,
Transfer  Agents  and  Registrars, as the Board of Directors may designate, an
affidavit  stating   that such certificate was lost, stolen or destroyed and a
bond of indemnity, each in the form and with such provisions as such officers,
Transfer  Agents  and  Registrars  may  reasonably  deem  satisfactory.

     SECTION  6.  TRANSFER  BOOKS;  RECORD DATES: The Board of Directors shall
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have  power  to  close the stock transfer books of the Company as permitted by
law;  provided,  however,  that  in  lieu  of
closing  the said books, the Board of Directors may fix in advance a date, not
exceeding  seventy  days
preceding the date of any meeting of shareholders, or the date for the payment
of any dividend, or the date for the allotment of rights, or the date when any
change  or  conversion or exchange of shares shall go into effect, as a record
date  for  the determination of the shareholders entitled to notice of, and to
vote at, any such meeting, and any adjournment thereof, or entitled to receive
payment  of  any  such  dividend,  or  to  any  such allotment of rights or to
exercise  the  rights in respect of any such change, conversion or exchange of
shares, and in such case such shareholders and only such shareholders as shall
be  shareholders of record on the date of closing the transfer books or on the
record  date  so  fixed  shall  be entitled to notice of, and to vote at, such
meeting,  and any adjournment thereof, or to receive payment of such dividend,
or  to  receive  such  allotment of rights, or to exercise such rights, as the
case  may  be,  notwithstanding any transfer of any shares on the books of the
Company  after  such date of closing of the transfer books or such record date
fixed  as  aforesaid.

                ARTICLE  V - OFFICES, SEAL, BOOKS, FISCAL YEAR
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     SECTION  1. OFFICES: The principal office of the Company shall be located
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at  Checkerboard
Square,  St.  Louis,  Missouri  63164.

     SECTION  2.  SEAL:  The corporate seal of the Company shall be a circular
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seal;  the  words
"RALSTON  PURINA  COMPANY,  ST.  LOUIS,  MO."  shall  be embossed in the outer
margin;  a  nine-square
bordered  design,  and the symbol "SEAL 1894" shall be embossed in the central
circular  field;  an  impression  of  the  same  is  set  forth  hereon.

     SECTION  3.  PLACE  FOR KEEPING BOOKS AND SEAL: The books of the Company,
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and  its
corporate  minutes  and  corporate  seal,  shall be kept in the custody of the
Secretary  at  the  principal office of the Company, or at such other place or
places  and  in  the  custody  of such other person or persons as the Board of
Directors  may  from  time  to  time  determine.

     SECTION  4.  FISCAL  YEAR:  The fiscal year of the Company shall commence
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with  the  first  day  of
October  in  each  year.