2000  RESTRICTED  STOCK  AWARD  AGREEMENT

Ralston  Purina  Company  ("Company"), pursuant to its 1999 Incentive Stock Plan
("Plan"), grants to William P. Stiritz ("Recipient") a Restricted Stock Award of
600,000  shares of its $.10 par value Common Stock.  The Award is subject to the
provisions  of  the  Plan  and  to  the  following  terms and conditions of this
Agreement:

1.     Delivery
       --------

       A share certificate for this Award ("Certificate"), with a legend
       restricting transfer as set forth below, will be issued by the Company
       to Recipient upon Recipient's delivering to the Company a signed
       acknowledgment and acceptance of the Award.  Upon lapse of the
       restrictions described below, a new non-legended certificate,
       representing the shares released from such restrictions, will be issued
       and delivered to Recipient upon surrenderof the Certificate.

2.     Restrictions
       ------------

       The shares are subject to restrictions which shall be released on
       November 16, 2005.  Except as otherwise provided herein, neither the
       shares nor any ownership interest therein may be sold, pledged,
       transferred or otherwise disposed of prior to November 16, 2005.

3.     Acceleration
       ------------

       All shares will be immediately released from restrictions in the
       event of:

       a)  the Recipient's ceasing to serve on the Board of Directors of the
           Company because he has failed to win reelection to the Board upon a
           vote of shareholders on such matter;
       b)  A  Change  in  Control;
       c)  Death  of  Recipient;  or
       d)  Declaration  by  the  Board  of  the  total  and  permanent
           disability of Recipient.

4.     Forfeiture
       ----------

       All rights in and to any and all shares granted pursuant to this Award
       which have not otherwise been released from the restrictions described
       herein shall be forfeited (i) upon the occurrence of any of the events
       set forth in Sections IV.A. 3 or 4 of the Plan; or (ii) upon
       Recipient's failure to agree to stand for reelection to the Board of
       Directors,  and to serve on the Board upon being reelected, for periods
       extending through November 16, 2005, other than due to the  Board's
       declaration of Recipient's total and permanent disability.

5.     Shareholder  Rights
       -------------------

       Recipient  shall  be entitled, prior to the release of restrictions
       as set forth  above, to all shareholder rights except the right to sell,
       pledge, transfer or otherwise dispose of the shares, and except that all
       dividends declared  and paid with respect to restricted shares will be
       held by the Company in a tax-deferred account until release of
       restrictions.  Interest will be credited to the account at the end of
       the quarter following the payment of a dividend into the account
       and quarterly thereafter on the full amount in the account until the
       account is distributed.  Interest shall be calculated at a rate equal
       to the average of the daily close of business prime rates for the
       quarter,  as  such  prime rates are established  by Morgan Guaranty
       Trust Company of New York, or such other bank as may be designated by
       the Human Resources Committee of the Board of Directors of the  Company
       ("Committee").  On the date on which restrictions are released, all
       dividends and interest accrued to that date with respect to the shares
       on which the restrictions are released will be payable to Recipient.
       In the event that the restrictions are not released and the award
       is forfeited pursuant to Paragraph 4 above, Recipient shall not be
       entitled to receive any dividends and interest which may have accrued
       with respect to the shares so forfeited, unless approved by the Board.

6.     Covenant  Not  to  Compete
       --------------------------

       Recipient  agrees that, for a period of five years after a Change in
       Control, he will not engage in competition with the Company or its
       Affiliates, or any successors thereto, with respect to any business
       conducted by the Company or its Affiliates immediately prior to such
       Change  in  Control.

7.     Definitions
       -----------

       Unless otherwise defined herein, capitalized terms shall have the
       meaning defined in the Plan.

       "Beneficial Ownership" shall mean "beneficial ownership" as defined
       in Rule 13d-3 promulgated  under  Section 13(d) of the Securities
       Exchange Act of 1934.

       "Change in Control" shall mean (i) an acquisition by any Person, or by a
       Person and its Affiliates, of the Beneficial Ownership of fifty percent
       (50%) or more of the then outstanding Common Stock of the Company
       (other than acquisitions by the Company, an Affiliate of the Company,
       or any trustee or other fiduciary holding the Company's Common Stock
       pursuant to the terms of any Company benefit plan or grantor trust
       established by the Company in connection with its obligations under
       any Company benefit plan or plans); or (ii) such a change in the
       membership of the Board of Directors of the Company that Continuing
       Directors shall have ceased (for any reason) to constitute at least
       a majority of the Board.

      "Continuing Director" shall mean a member of the Board of Directors
      as of the date of this Agreement, and any other Director who was
      appointed or nominated for election to the Board of Directors by a
      majority of the Continuing Directors then in office.

      "Person" shall mean any natural person, firm, individual, company,
      corporation, partnership, joint venture, joint stock company, limited
      liability company, business trust, trust, association or any other
      business organization or entity, whether incorporated or
      unincorporated, or any division thereof.

<PAGE>

8.     Effective  Date
       ---------------

       This Award shall be deemed to be effective November 16, 2000.



                         RALSTON  PURINA  COMPANY


                         By:/s/ S. M. Rea
                            ----------------------
                             S.  M.  Rea
                             Vice  President  and  General  Counsel

ACKNOWLEDGED  AND  ACCEPTED:


/s/ W. P. Stiritz
----------------------------
Recipient


Date:12/20/00
     -----------------------