RESOLUTIONS DATED JULY 22, 1999 AND MARCH 16, 2000 AMENDING THE GRANTOR TRUST

July  22,  1999
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RESOLVED,  that,  effective  July  22,  1999,  the  Trust  Agreement dated as of
September  15,  1994  between  Ralston Purina Company and Wachovia Bank of North
Carolina,  N.A.,  be,  and  it  hereby  is,  amended,  subject to consent of the
Trustee,  as  follows:

1.     to  provide that, each time the present value of liabilities of plans and
programs  set  forth  on  Schedule  1 to the Trust is calculated for purposes of
meeting  the  Company's  funding  obligations  of  the  Trust, the discount rate
assumption  shall  be  no  higher  than  the 30-year U.S. Treasury bond yield as
published  in  the Wall Street Journal or another general circulation newspaper,
coincident  with  or  immediately  following each effective date for calculating
such  liabilities;  and  that the Trust may not hereafter be amended to permit a
higher rate to be used without the consent of a majority of the participants and
beneficiaries in each Class of plans and programs set forth on Schedule 1 to the
Trust;

2.     to  permit  the  calculation of present value of liabilities of plans and
programs  set  forth  on  Schedule  1  to the Trust, for purposes of meeting the
Company's  funding obligations of the Trust, effective as of such date or dates,
in  addition  to  December  31  each year, as the Company or the Trustee believe
necessary  or  desirable;  and

3.     to  add  the Company's Leveraged Incentive Plans to the benefit plans and
programs  listed  on  Schedule  1  to  the Trust, and to treat such additions as
belonging  to  Class  7  for  purposes  of  priority  of  payment;  and

FURTHER RESOLVED, that the Chief Executive Officer, any Corporate Vice President
and  the  Vice  President,  Administration, or each of them, be, and they hereby
are,  authorized  to  do  any  and all acts and to execute any and all documents
they,  or  any  of  them,  deem  necessary  or desirable to effect the foregoing
amendments;  and

FURTHER  RESOLVED, that the Chief Executive Officer or his delegee is authorized
on  behalf  of the Company to determine from time to time such date or dates, in
addition  to December 31 each year, as of which the present value of liabilities
of  plans  and programs set forth on Schedule 1 to the Trust shall be calculated
for  purposes  of  meeting the Company's funding obligations with respect to the
Trust.

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March  16,  2000
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RESOLVED,  that,  effective  March  16,  2000,  the  Trust Agreement dated as of
September  15,  1994  between  Ralston Purina Company and Wachovia Bank of North
Carolina,  N.A.,  be,  and  it  hereby  is,  amended  substantially  as follows:

Section  1(k)  shall  be  deleted  and  the  following  substituted  therefor:

"(k)     Assets  contributed  by  Company (including, but not limited to, assets
substituted  by  Company pursuant to Section 5(a)) at any time to the Trust must
be  (i)  in the opinion of Trustee, liquid or easily liquidated; and (ii) in the
case  of  equity  securities,  including  Common  Shares,  traded  on a national
securities  exchange  or  on the Nasdaq National Market System.  Debt securities
must  be  at  least  "investment  grade",  as that term is commonly used by debt
rating  agencies.  Subject  to  the foregoing requirements, prior to a Change of
Control, Company may satisfy its obligations to fund, and to maintain the funded
status of, the Trust, in whole or in part, by contributing or substituting (iii)
equity  securities  of  Company; and/or (iv) by contributing or substituting the
Company's  commercial paper if it has a rating of A2/P2 or better; has a term of
no  more  than 45 days to maturity; and no other commercial paper of Company has
been contributed or substituted within the previous 365 days.  After a Change of
Control,  Company  may not contribute or substitute debt or equity securities of
any  Affiliate  or  Associate."

FURTHER  RESOLVED,  that W. P. McGinnis, J. R. Elsesser and C. S. Sommer be, and
each  of  them  hereby is, authorized to do any and all acts and execute any and
all  documents  they,  or any of them, deem necessary or desirable to effect the
foregoing  amendment  substantially  in  the  form  presented.

The  Board  also  approved  management's  recommendation to amend the investment
guidelines  of  the  Trust substantially in the form as exhibited at the meeting
and  attached  to  these  minutes  as  Exhibit  A.