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                NON-QUALIFIED PERFORMANCE STOCK OPTION AGREEMENT


     RALSTON PURINA  COMPANY  (the  "Company"), effective  September  26,  1996,
grants this Non-Qualified  Performance Stock  Option to  [NAME] ("Optionee")  to
purchase a total of [SHARES] shares of Common Stock of the Company ("Stock") at
a price of  $67.25 per  share pursuant  to its  1996 Incentive  Stock Plan  (the
"Plan").  One-half  of the  total shares subject  to this  Option Agreement  are
defined as "Base Award" shares and the remaining half are defined as "Peer Group
Award" shares.

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 (a)  cash or by  check,
bank draft or money  order payable to the  order of the  Company; (b) shares  of
previously acquired Stock,  which have been  duly endorsed and  are free of  any
restrictions and encumbrances; or (c) any combination of (a) or (b).  Shares  of
Stock used to pay  the purchase price must  have been owned  by Optionee for  at
least six months, and will be  valued as of the date  of exercise at their  Fair
Market Value as defined in the Plan.  In  the event of any conflict between  the
terms of the  Plan and the  terms of this  Option Agreement, the  terms of  this
Option Agreement shall prevail.

1.   Definitions.  Unless  otherwise defined in  this 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
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          thereof, cease to constitute a majority  of the Board of Directors  of
          the Company or any successor to the Company.

               "Company Service" shall mean vesting service credited to Optionee
          under the Ralston Purina  Retirement Plan or a  successor plan or,  if
          Optionee does not participate in such  plan, the period of  Optionee's
          continuous service as an employee of the Company and/or its affiliates
          ending at retirement or other termination;

               "Committee" shall mean the Human Resources Committee of the Board
          of Directors of the Company, or any successor committee of the Board.

               "Date of Grant" shall mean September 26, 1996.

               "Involuntary Termination  of  Employment" shall  mean  Optionee's
          involuntary termination of  employment by the  Company or  any of  its
          wholly owned subsidiaries,  other than a  Termination for  Cause or  a
          termination directly related to the occurrence of events described  in
          Section IV,  paragraphs  A.3  or  4  of  the  Plan.    An  Involuntary
          Termination of Employment shall  include, but is  not limited to,  the
          sale or  other  disposition  of  the stock  of  a  subsidiary,  or  of
          substantially all of the assets of a subsidiary or division, by  which
          the Optionee is employed, if, following such event, the Optionee is no
          longer  employed  by  the   Company  or  one   of  its  wholly   owned
          subsidiaries.

               "Peer  Group"  shall  mean,  at  Date  of  Grant,  the  companies
          comprising Standard & Poor's Foods Index, those comprising Standard  &
          Poor's  Household  Products   Index,  Duracell,   and  Gillette;   and
          thereafter, such  other  companies  as may,  from  time  to  time,  be
          selected in accordance with paragraph 2 of this Option Agreement.
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               "Peer Group Target" shall be deemed achieved if Total Shareholder
          Return for the Company for any relevant period is within the top  25th
          percentile of Total Shareholder  Return of members  of the Peer  Group
          for such period.

               "Performance Price Target" shall  be deemed achieved if  the
          closing price for  a share of  Stock, as quoted  in the New  York
          Stock Exchange Composite  Transactions, as  of a  Target Date  is
          equal to or  exceeds the  price for such  date set  forth in  the
          Stock Performance Table below.
     <TABLE>
     <CAPTION>
     <S><C><C>
                            Stock Performance Table
                     Stock Price at Date of Grant:  $67.25


             Target Date            Performance   Price
                                    Target

             September 26, 1997     $70.61

             December 31, 1997      $71.48

             March 31, 1998         $72.36

             June 30, 1998          $73.24

             September 26, 1998     $74.14

             December 31, 1998      $75.05

             March 31, 1999         $75.97

             June 30, 1999          $76.91

             September 26, 1999     $77.85
                                       4
             December 31, 1999      $78.81

             March 31, 2000         $79.77

             June 30, 2000          $80.75

             September 26, 2000     $81.74

             December 31, 2000      $82.75

             March 31, 2001         $83.76

             June 30, 2001          $84.79

             September 26, 2001     $85.83

             December 31, 2001      $86.88

             March 31, 2002         $87.95

             June 30, 2002          $89.03

             September 26, 2002     $90.12

             December 31, 2002      $91.23

             March 31, 2003         $92.35

             June 30, 2003          $93.48

             September 26, 2003     $94.63

             December 31, 2003      $95.79

             March 31, 2004         $96.96

             June 30, 2004          $98.15

             September 26, 2004     $99.36

             December 31, 2004      $100.58
                                       5
             March 31, 2005         $101.81

             June 30, 2005          $103.06

</TABLE>

               "Plan" shall mean the Company's 1996 Incentive Stock Plan.

               "Service Vesting Requirement"  shall, subject  to achievement  of
          the Performance Price Target or the Peer Group Target, as the case may
          be, be deemed satisfied with respect to the Base Award and Peer  Group
          Award shares at the rate of 33-1/3% of the shares of their  respective
          portions of the  Option on September  26 of the  years 1998, 2001  and
          2004.

               "Special Separation"  shall  mean  a  termination  of  employment
          designated in writing  as such  at the  sole discretion  of the  Chief
          Executive Officer.

               "Stock" shall  mean shares  of the  Company's Common  Stock,  par
          value $.10 per share.

               "Target Date" shall mean any anniversary of the Date of Grant, or
          the last day of a calendar quarter between any such anniversary dates,
          during the Term of this Option.

               "Term" of this Option  shall mean the period  from Date of  Grant
          through September 25, 2006.

               "Termination for  Cause"  shall mean  Optionee's  termination  of
          employment with  the  Company  because  of  the  willful  engaging  by
          Optionee in gross  misconduct; provided, however,  that a  Termination
          for Cause shall not include termination attributable to (i) poor  work
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          performance, bad judgment or negligence on the part of Optionee,  (ii)
          an act or omission believed by Optionee in good faith to have been  in
          or not opposed  to the best  interests of the  Company and  reasonably
          believed by Optionee to be lawful, or (iii) the good faith conduct  of
          Optionee in connection with a Change of Control (including  opposition
          to or support of such Change of Control).

               "Total Shareholder Return" for a member of the Peer Group in  any
          specified period  during  the  term of  this  Option  shall  mean  the
          increase in value, between September 26, 1996 and the end of any  such
          period, of an investment in a share of common stock of such Peer Group
          member based on  the closing price  for such stock  quoted in the  New
          York Stock Exchange-Composite  Transactions, assuming reinvestment  of
          all dividends  paid during  that time.    If there  are no  prices  so
          reported, then the Committee may exercise its discretion to  determine
          Total Shareholder Return  for that Peer  Group member in  a manner  it
          deems reasonable under the circumstances.

2.   Normal Exercise - Base Award.  The Base Award shares become exercisable at

     the rate of 33-1/3% of the total of such shares granted on September 26  in
     each of  the  years  1998,  2001  and  2004,  provided  that  the  relevant
     Performance Price Target is  met on that date.  The shares with respect  to
     which the  applicable Service  Vesting Requirement  has been  met, but  for
     which the corresponding Performance Price Target  has not been met,  remain
     unexercisable until  the  earliest  Target Date  thereafter  on  which  the
     Performance Price Target associated with such  Target Date as set forth  in
     the Stock Performance Table in  paragraph 1 of this  Agreement is met.   If
     the New  York Stock  Exchange is  closed on  any of  such dates,  then  the
     applicable Performance Price  Target must be  met on the  next trading  day
     thereafter.  Subject to the forfeiture provisions of paragraph 3 below, the
     requirement that Performance Price Targets be  achieved shall be waived  on
     September 26, 2005, and any unexercised  Base Award shares are  exercisable
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     on or  after that  date.   Once both  the Service  Vesting Requirement  and
     Performance Price Target are  met with respect to  Base Award shares,  such
     shares remain exercisable through September 25, 2006, unless Optionee is no
     longer employed by  the Company, in  which case the  Option is  exercisable
     only to the extent permitted by paragraph 5 below.

     Normal Exercise -  Peer Group Award.  The  Peer Group Award  shares become

     exercisable at the rate of 33-1/3% of  the total of such shares granted  on
     September 26 in each of  the years 1998, 2001  and 2004, provided that  the
     Peer Group Target is met on that date. The shares with respect to which the
     applicable Service  Vesting Requirement  has been  met  but for  which  the
     corresponding Peer Group Target has not been met remain unexercisable until
     the last  day  of  the earliest  calendar  quarter  (or  anniversary  date)
     thereafter on which the Peer Group  Target is met.   If the New York  Stock
     Exchange is closed  on any of  such dates, then  the applicable Peer  Group
     Target must  be calculated  as of  the next  trading day  thereafter.   The
     Company will  notify  Optionee no  less  than  ten business  days  after  a
     quarter-end (or an anniversary, if applicable)  date on which a Peer  Group
     Target is met with  respect to any  Peer Group Award  shares for which  the
     Service Vesting Requirement has  been met.  Once  both the Service  Vesting
     Requirement and Peer Group  Target are met or  waived with respect to  Peer
     Group Award shares,  such shares remain  exercisable through September  25,
     2006, unless Optionee is no longer  employed by the Company, in which  case
     the Option  is exercisable  only to  the extent  permitted by  paragraph  5
     below.

     The Human Resources Committee of the Company retains the right, in its sole
     discretion, to determine which companies shall be deemed to constitute  the
     performance Peer Group  for purposes  of this  Option.   In exercising  its
     discretion, the Committee may at any time add or delete companies from  the
     Peer Group or  select one  or more  new Peer  Group indices  to augment  or
     replace previously  designated  indices.   Optionee  will  be  notified  in
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     writing of  any such  changes.   Companies  included in  an index  will  be
     reflected in the calculation of Total  Shareholder Return for a  particular
     measurement period  only to  the extent  and in  such manner  as is  deemed
     appropriate by the Committee in its sole discretion.

3.   Forfeiture.    Prior  to  a  Change  of  Control,  if  Optionee  terminates

     employment  (i)  voluntarily  before  age   55,  or  (ii)  voluntarily   or
     involuntarily upon  the  occurrence  of events  described  in  Section  IV,
     paragraphs A.1,  3  or 4  of  the Plan,  Optionee  shall forfeit  in  their
     entirety all unexercised Base Award and Peer Group Award shares, whether or
     not exercisable  at the  time of  termination; and  such shares  shall  not
     thereafter be exercisable.

     Prior to a Change of Control,  the Committee may in its discretion  declare
     an event of forfeiture upon the  occurrence of events described in  Section
     IV, paragraphs A.3 or  A.4 of the  Plan.  If  Optionee's employment is  not
     terminated in connection with such declaration, then Optionee shall forfeit
     only that portion of the Base Award and Peer Group Award shares which  were
     not otherwise exercisable at the time of the declaration of forfeiture. Any
     shares that  were  exercisable  at  the time  of  such  event  will  remain
     exercisable only for the period set forth in paragraph 5.D.

     This Option is not subject to forfeiture  for any reason after a Change  in
     Control.

4.   Acceleration  of  Exercisability.    Notwithstanding  the  Normal  Exercise

     provisions of  paragraph 2,  but subject  to the  forfeiture provisions  of
     paragraph 3, the conditions  on exercise described in  paragraph 2 will  be
     waived or adjusted as  described in this paragraph  upon the occurrence  of
     any of the following events on or after September 26, 1997:
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     A.   The termination of Optionee's employment with the Company on or  after
          the date Optionee attains the age of 55;

     B.   The Optionee's Involuntary Termination of Employment;

     C.   The declaration of  Optionee's total and  permanent disability  during
          Optionee's employment with the Company;

     D.   Optionee's death while employed with the Company.

     Service Vesting Requirement:  Upon  the occurrence  of any  of the  events
     described above, the Service  Vesting Requirement for  both the Base  Award
     shares and the Peer Group Award shares shall be waived.

     Performance Price Target - Base Award  shares:  Upon the occurrence of  any
     of the  events  described  above, the  Performance  Price  Target  for  all
     unexercised Base Award shares for which a Performance Price Target had  not
     previously been met shall thereafter be fixed as of the Target Date  listed
     on the Stock  Performance Table  which nearest  precedes the  date of  such
     event, and the Optionee may exercise  such Base Award shares if that  fixed
     Performance Price Target is met on  any day during the applicable  exercise
     period.  If Optionee has more than  six months to exercise the Option,  the
     Performance Price Target shall remain fixed  up to six months prior to  the
     end of the exercise  period, or September 26,  2005, whichever is  earlier.
     The Performance Price Target shall be waived for all unexercised Base Award
     shares when the entire or remaining exercise period is six months or less.

     Peer Group Target  - Peer Group Award shares:  The Peer Group Target shall
     not be waived  or adjusted  as a result  of the  occurrence of  any of  the
     events described above.  However, should  the Peer Group Target not be  met
     on a  Target  Date  prior to  ten  business  days before  the  end  of  the
     Optionee's exercise period  as described in  paragraph 5, but  be met on  a
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     Target Date within ten days prior to  the end of such period, the  exercise
     period  shall  be  automatically  extended  30  days  after  its   original
     expiration date, but in no event beyond September 25, 2006.

     Notwithstanding the  above, upon  a Change  of Control,  all conditions to
     exercise which have not been met as  of such Change of Control are  waived,
     and all  Base Award  shares and  Peer  Group Award  shares which  have  not
     previously been forfeited or exercised will be immediately exercisable.

5.   Exercise After  Certain  Events.   Subject  to  the  terms  set  forth  in

     paragraphs 3 and 4  regarding acceleration and  forfeiture, any Base  Award
     shares or Peer Group Award shares which are exercisable at the time of  the
     following events, or which become exercisable because of the occurrence  of
     such events, shall remain exercisable for  the period indicated below,  but
     in no event later than September 25, 2006:

     A.   (i)  Optionee's Involuntary Termination of Employment, (ii) Optionee's
          voluntary termination  of employment  at or  after  age 62,  or  (iii)
          Optionee's voluntary termination of employment at or after age 55 with
          at least 15 years of Company Service: five years following such event.

     B.   Optionee's voluntary termination of employment at or after age 55  but
          with less than 15 years of Company Service: six months following  such
          event.

     C.   Optionee's death or the declaration of Optionee's total and  permanent
          disability: five years following such event.

     D.   (i) Prior to  a Change of  Control, a declaration  of forfeiture as  a
          result of  the  occurrence of  the  events described  in  Section  IV,
          paragraphs A.3 and A.4, if Optionee's employment does not terminate on
          account of  such  conduct; or  (ii)  following a  Change  of  Control,
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          occurrence of the events described in  Section IV, paragraph A.1,  A.3
          or A.4: seven days following the event.

6.   Repayment of Gain.  Optionee agrees to pay to the Company an amount in cash

     equal to the  difference between  the Option  exercise price  and the  Fair
     Market Value of a share of Stock as of the date of exercise of the  Option,
     multiplied by  the  number of  shares  exercised before  payment  of  taxes
     ("Recoverable Gain"),  if Optionee  terminates employment  within one  year
     after such exercise of this Option for reasons other than events  described
     in paragraph 4, subparagraphs A, B, C or D hereof or a Special  Separation.
     Such  payment  shall  be  made  within  10  days  of  Optionee's  date   of
     termination.

     Optionee hereby grants the Company the right, exercisable at its discretion
     and to the extent permitted  by law, to withhold  from any and all  amounts
     payable to Optionee by the Company an amount equal to the Recoverable Gain,
     in full or  partial satisfaction of  Optionee's obligation  to the  Company
     pursuant to this paragraph 6.

     Optionee agrees to execute, at the time of each exercise of this Option, an
     acknowledgment of the terms and conditions of this paragraph 6.

     Optionee acknowledges and agrees that the  Company's grant of this  Option,
     and Optionee's acceptance thereof subject to the terms herein set forth, do
     not constitute a  contract of  employment between  the parties  and do  not
     limit  any  rights  the  Company  otherwise  has  to  terminate  Optionee's
     employment at any time.

     The provisions of this paragraph 6 regarding repayment of Recoverable  Gain
     shall be void with respect to  termination of employment after a Change  of
     Control.
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7.   Adjustments.   Upon any  stock split-up,  stock dividend,  issuance of  any

     targeted  stock,  combination  or  reclassification  with  respect  to  any
     outstanding class or series of Stock,  or consolidation, merger or sale  of
     all or substantially all of the assets of the Company, the Committee  shall
     cause appropriate adjustments to be made to the terms of this Award.

8.   Employment with  the  Company.   All  references to  Optionee's  employment

     status in this Option Agreement shall  refer to Optionee's employment  with
     the Company or any of its wholly-owned subsidiaries.

9.   Severability.  The invalidity or  unenforceability of any provision  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.

10.  Governing Law.  The validity, interpretation and  effect of this Agreement

     shall be governed exclusively by the laws of the State of Missouri, without
     giving effect to the conflict of laws provisions thereof.


ACKNOWLEDGED AND ACCEPTED:         RALSTON PURINA COMPANY


Optionee
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                                   By:
                                          W. P. Stiritz
Date                                      Chairman of the Board and
                                          Chief Executive Officer

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