NON-QUALIFIED STOCK OPTION AGREEMENT
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     RALSTON  PURINA  COMPANY  (the  "Company"),  effective September 21, 2000,
grants this Non-Qualified Performance Stock Option to ____________ ("Optionee")
to purchase a total of 2,500 shares of Common Stock of the Company ("Stock") at
a  price of  $22.25  per  share  pursuant to its 1999 Incentive Stock Plan (the
"Plan").  Subject  to  the provisions  of  the  Plan  and  the following terms,
Optionee may exercise this Option from time to time by tendering to the Company
written notice  of  exercise  together  with  the purchase price in cash, or in
shares of  Stock which have been held by Optionee at least six months, at their
Fair Market  Value  as  determined  by  the  Board,  or  both.

1.     Normal  Exercise.  This Option becomes exercisable on September 21, 2002
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and remains exercisable through September 20, 2010, unless Optionee is no
longer serving  as  a  Director of the Company, in which case the Option is
exercisable only  in  accordance  with  the  provisions  of  paragraph 3 below.

2.     Acceleration.  Notwithstanding  the  above,  any  shares  not previously
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forfeited under  this  Option  will  become fully exercisable before the normal
exercise date set forth in paragraph 1 hereof upon the occurrence of any of the
following events  while  Optionee  is  serving  on  the  Board:

             a.     Death  of  Optionee;

             b.     Declaration  of  Optionee's  total  and  permanent
                    disability;

             c.     Retirement, resignation or other termination from the Board
                    of Directors of  the  Company;  or

             d.     Change  of  Control  of  the  Company.

3.     Exercise  After Certain Events.  Upon the occurrence of any of the
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events described  below, any shares that are exercisable on the date of such
occurrence shall  remain exercisable during the period stated below, but, in
any event, not later  than  September  20,  2010:

       a.    Upon Optionee's  retirement,  resignation  or other termination
             from the Board of Directors, declaration of total and permanent
             disability or death, such shares  that  are exercisable shall
             remain exercisable for five years after such event;

       b.    When, prior  to  a  Change  of  Control, there has been a
             declaration of forfeiture  pursuant to Section  IV of  the Plan
             because Optionee engages in competition  with  the  Company  or
             an  Affiliate,  or  Optionee engages in any activity  or  conduct
             contrary  to  the  best  interests  of the Company or any
             Affiliate,  such  shares  that are then exercisable shall remain
             exercisable for seven  days  after  such  declaration;  or

       c.    After  a  Change  of Control, if Optionee engages in competition
             with the Company or an Affiliate, or Optionee engages in any
             activity or conduct contrary to the best interests of the Company
             or any Affiliate, such shares that are then exercisable shall
             remain exercisable for seven days after a declaration that any
             of such  events  has  occurred.

4.     Forfeiture.  Prior  to  a Change  of  Control, this Option is subject to
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forfeiture  for the  reasons set forth in Section IV.A. 3 or 4 of the Plan.  If
there  is a declaration of forfeiture, those shares that are exercisable at the
time of the declaration may be exercised as set forth in paragraph 3 hereof;
and all  other  shares  are  forfeited.

5.     Definitions.       Unless otherwise defined in this Non-Qualified Stock
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Option Agreement, defined terms used herein shall have the same meaning as set
forth in the  Plan.

       "Change  of  Control"  shall  occur  when  (i)  a  person,  as defined
       under the securities laws of the United States, acquires beneficial
       ownership of more than 50%  of  the outstanding voting securities of the
       Company; or (ii) the directors of the Company immediately before a
       business combination between the Company and another  entity,  or  a
       proxy contest for the election of directors, shall, as a result
       thereof, cease to constitute a majority of the Board of Directors of the
       Company  or  any  successor  to  the  Company.

6.     Severability.      The invalidity or unenforceability of any provision
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hereof in  any  jurisdiction shall  not  affect  the validity or enforceability
of the remainder hereof in that jurisdiction, or the validity or enforceability
of this Option,  including  that  provision,  in  any other jurisdiction.  To
the extent permitted  by  applicable law, the Company and Optionee each waive
any provision of law that renders any provision hereof invalid, prohibited or
unenforceable in any respect.  If  any  provision of this Option is held to be
unenforceable for any  reason,  it  shall be adjusted rather than voided, if
possible, in order to achieve  the  intent  of  the  parties  to  the  extent
possible.



ACKNOWLEDGED  AND ACCEPTED:                    RALSTON  PURINA  COMPANY


By:                                            By:
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--------------------------------                   Date:  September  21,  2000
Date: