NON-QUALIFIED STOCK OPTION
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RALSTON PURINA COMPANY (the "Company"), effective September 21, 2000 grants this
Non-Qualified  Stock  Option  to ___________ ("Optionee") to purchase a total of
__________  shares of Common Stock of the Company ("Common 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
Common  Stock  at  their  Fair Market Value as determined by the Human Resources
Committee,  or  both.

1.     Normal  Exercise.  This  Option becomes exercisable at the rate of 25% of
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the total shares on September 21 in each of the years 2002, 2003, 2004 and 2005.
This Option remains exercisable through September 20, 2010 unless Optionee is no
longer  employed by 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 dates set forth in paragraph 1 hereof upon the occurrence of any of the
following  events  while  Optionee  is  employed  by  the  Company:

      a.     death  of  Optionee;

      b.     declaration,  by  the  Committee,  of  Optionee's  total  and
             permanent disability;

      c.     the  voluntary  termination of employment of Optionee at any time
             on or  after  April  1,  2003;

      d.     a  Change  of  Control;  or

      e.     the  involuntary termination of employment of Optionee, other than
             a termination for any of the following reasons: Termination for
             Cause, Optionee's engaging in competition with the Company or an
             Affiliate, or Optionee's engaging in any activity or conduct
             contrary to the best interests of the Company or any Affiliate.
             For  purposes  of this Option, involuntary termination shall
             include (i)  Optionee's  involuntary  termination  of  employment
             with the Company or an Affiliate  which employs  Optionee; or (ii)
             the sale or other disposition of a majority  of  the stock or
             assets of an Affiliate which employs Optionee.  In no event shall
             transfers  of  employment  between  the  Company  and  any  of its
             Affiliates,  or the creation of a class of stock of the Company
             which tracks the performance  of an Affiliate, be deemed to
             constitute an involuntary termination of employment.

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

       a.    If Optionee's  employment is terminated due to declaration of
             total and permanent disability, voluntary termination at or after
             age 55 with 15 years of Service or involuntary termination of
             employment (other than for events described  in  Sections  IV.A.1,
             3  or  4  of  the  Plan), such shares that are exercisable shall
             remain  exercisable  for  five  years  thereafter;

       b.    If Optionee's  employment  is  terminated due to death, such
             shares that  are  exercisable  shall  remain exercisable for three
             years thereafter;

       c.    When, prior to a Change of Control, there has been a declaration
             of forfeiture  pursuant  to Section IV of the Plan because
             Optionee's employment is Terminated  for  Cause,  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

       d.    After  a  Change  of Control, if Optionee's employment is
             Terminated for  Cause, 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.1, 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; all
other  shares  are  forfeited.

5.     Definitions.   Unless  otherwise  defined  in  this  Non-Qualified  Stock
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Option,  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 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.

             "Eligible Optionee" shall mean an Optionee who is actively at work
             at, or on an approved leave of absence from, the Company or an
             Affiliate at the time of exercise  of  an  Eligible  Option.

             "Eligible  Option"  shall  mean  an outstanding Option, held by an
             Eligible Optionee,  which  has  a  remaining term of at least one
             year.

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 Non-Qualified Stock 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.

<PAGE>

7.     Grants  of  Restoration  Options.   If Optionee  exercises this Option by
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tendering  shares  of  Common Stock that have been held for at least six months,
and  if Optionee is an Eligible Optionee and the Option qualifies as an Eligible
Option  at the time of such exercise, then Optionee shall be entitled to a grant
of  a Restoration Option to purchase a number of shares of Common Stock equal to
the  number  of  shares  so  tendered.  Such Restoration Option shall permit the
Optionee  to purchase shares of Common Stock of the Company at an exercise price
equal  to  the New York Stock Exchange - Composite Transactions closing price on
the  date  of  grant, and shall be subject to such other terms and conditions as
the  Human  Resources  Committee  of  the  Board  shall  determine.



ACKNOWLEDGED  AND  ACCEPTED:          RALSTON  PURINA  COMPANY

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Optionee
                                     By:---------------------------
-------------------------               W. P. McGinnis,
Date                                    Chief  Executive  Officer