BYLAWS
                                     ------
                                       OF
                             RALSTON PURINA COMPANY
                             ----------------------

                         (AS AMENDED  NOVEMBER 16, 2000)

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                            ARTICLE I - SHAREHOLDERS
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     SECTION 1. ANNUAL MEETING: The annual meeting of shareholders shall be held
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at  the principal office of the Company, or at such other place either within or
without  the  State  of Missouri as the Board of Directors may from time to time
determine,  at  2:00 P.M. on the third Thursday in January in each year, or such
other  time as may be determined by the Chairman of the Board, or if said day be
a legal holiday then on the next succeeding business day, to elect Directors and
transact  such  other  business  as  may  properly  come  before  the  meeting.

     SECTION 2. SPECIAL MEETINGS: Special meetings of shareholders may be called
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by  the  Board  of  Directors,  the  Chairman of the Board, the President or the
Secretary;  and  each such meeting shall be held at such time, and at such place
either  within  or  without  the  State  of Missouri, as may be specified in the
notice thereof.  The business conducted at a special meeting shall be limited to
the  matter  or  matters  that  have  been  specified  in  the  notice therefor.

     SECTION 3.  NOTICE:      Notice  of  each  annual  or  special  meeting  of
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shareholders,  stating  the time and place thereof and, in the case of a special
meeting, the purpose or purposes for which such special meeting is called, shall
be  served upon or mailed to each shareholder of record entitled to vote at such
meeting  at  least ten days but not more than seventy days prior to the meeting.
Such  other  or  additional  notice  shall  be  given as may be required by law.

     SECTION 4.  QUORUM:  At  any  meeting  of  shareholders,  the holders  of a
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majority of the outstanding shares entitled to vote thereat and the holders of a
majority  of  the  votes of the outstanding shares entitled to vote thereat, and
present  in  person  or  represented by proxy, shall constitute a quorum for all
purposes.  The  holders  of  a  majority  of  the outstanding shares present and
entitled  to  vote at any meeting and a majority of the votes of such shares may
adjourn the same from time to time to a specified date not more than ninety days
after  such  adjournment, without notice other than announcement at the meeting,
and  any  business  may  be  transacted  at such adjourned meeting as originally
notified.

     SECTION 5. BUSINESS BROUGHT BEFORE ANNUAL MEETINGS; ADVANCE NOTICE:  At any
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annual  meeting  of shareholders, only such business shall be conducted as shall
have  been  properly  brought  before  the  meeting.  In  addition  to any other
requirements  imposed  by or pursuant to law, the Articles or these Bylaws, each
item  of  business  to  be properly brought before an annual meeting must (i) be
specified  in  the  notice of meeting (or any supplement thereto) given by or at
the  direction of the Board or the persons calling the meeting pursuant to these
Bylaws;  (ii)  be  otherwise  properly  brought  before the meeting by or at the
direction  of  the  Board;  or  (iii)  be  otherwise properly brought before the
meeting  by a shareholder.  For business to be properly brought before an annual
meeting  by a shareholder, the shareholder must have given timely notice thereof
in  writing  to  the  Secretary  of  the Company.  To be timely, a shareholder's
notice  must  be  delivered to or mailed and received at the principal executive
offices  of  the Company not less than one hundred twenty days nor more than one
hundred  fifty  days prior to the annual meeting; provided, however, that in the
event  less  than  one hundred thirty days' notice or prior public disclosure of
the  date  of the annual meeting is given or made to shareholders, notice by the
shareholder  to  be  timely  must  be  so  received  not later than the close of
business  on the tenth day following the day on which such notice of the date of
the annual meeting was made or such public disclosure was made.  For purposes of
these  Bylaws,  "public  disclosure"  shall  mean  disclosure in a press release
reported  by  a  national  news  service, or in a document publicly filed by the
Company  with the Securities and Exchange Commission pursuant to Sections 13, 14
or  15(d)  of  the  Securities Exchange Act of 1934, as amended. A shareholder's
notice  to the Secretary shall set forth as to each matter he or she proposes to
bring  before  the meeting (i) a brief description of the business desired to be
brought  before  the meeting and the reasons for conducting such business at the
meeting,  (ii) the name and address, as they appear in the Company's shareholder
records,  of  the  shareholder(s)  proposing  such business, (iii) the class and
number  of shares of the Company's capital stock which are beneficially owned by
the  proposing  shareholder(s),  and (iv) any material interest of the proposing
shareholder(s)  in  such  business.  Notwithstanding anything in these Bylaws to
the  contrary,  no  business  shall  be conducted at an annual meeting except in
accordance  with  the procedures set forth in this Section.  The Chairman of the
meeting  shall,  if the facts warrant, determine and declare to the meeting that
business  was  not  properly  brought  before the meeting in accordance with the
provisions  of  this  Section,  and  if  he or she should so determine, shall so
declare  to  the  meeting  and any such business not properly brought before the
meeting  shall  not  be  transacted.  The  Chairman  of  the  meeting shall have
absolute  authority  to  decide  questions  of  compliance  with  the  foregoing
procedures,  and  his  or  her  ruling  thereon  shall  be final and conclusive.

     SECTION 6. ORGANIZATION:  Each meeting of shareholders shall be convened by
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the  President,  Secretary  or  other  officer  or person calling the meeting by
notice  given  in accordance with these Bylaws.  The Chief Executive Officer, or
any  person  appointed  by  the  Chief Executive Officer prior to any meeting of
shareholders,  shall  act  as  Chairman of each meeting of shareholders.  In the
absence  of  the  Chief  Executive  Officer,  or a person appointed by the Chief
Executive Officer to act as Chairman of the meeting, the shareholders present at
the  meeting  shall  designate  a  shareholder present to act as Chairman of the
meeting.  The  Secretary of the Company, or a person designated by the Chairman,
shall  act as Secretary of each meeting of shareholders.  Whenever the Secretary
shall  act  as  Chairman of the meeting, or shall be absent, the Chairman of the
meeting  shall appoint a shareholder present to act as Secretary of the meeting.


                         ARTICLE II - BOARD OF DIRECTORS
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     SECTION 1.  ELECTION; TENURE; QUALLFLCATLONS:  The Board of Directors shall
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consist  of not less than nine nor more than eighteen members, such Directors to
be  classified in respect of the time for which they shall severally hold office
by  dividing  them into three classes of approximately equal size, each class to
be elected for a term of three years; and the number of Directors shall be fixed
by  a  resolution  of  the  Board  of  Directors  adopted  from  time  to  time.

     Directors  shall be elected at each annual meeting of shareholders, to hold
office  until  the  expiration  of  the term of their respective class, or until
their  respective  successors shall be elected and shall qualify, or until their
earlier  death,  resignation  or  removal.

     Nominations  of  persons  for  election  to  the  Board of Directors of the
Company  may be made at an annual meeting of shareholders by or at the direction
of  the  Board  or  any  committee  thereof  designated  by the Board, or by any
shareholder of the Company entitled to vote for the election of Directors at the
meeting who complies with the procedures set forth herein.  In order for persons
nominated  to  the  Board,  other  than  those  persons  nominated  by or at the
direction  of the Board, to be qualified to serve on the Board, such nominations
shall  be  made  pursuant  to  timely  notice in writing to the Secretary of the
Company.  To  be  timely, a shareholder's notice shall be delivered to or mailed
and  received  by  the Secretary of the Company not less than one hundred twenty
days  nor  more  than  one  hundred  fifty  days prior to the meeting; provided,
however,  that  in  the event less than one hundred thirty days' notice or prior
public  disclosure  of the date of the meeting is given or made to shareholders,
notice  by  the  shareholder to be timely must be so received not later than the
close of business on the tenth day following the day on which such notice of the
date  of  the  meeting  was  mailed  or  such  public  disclosure was made. Such
shareholder's  notice shall set forth (i) as to each person whom the shareholder
proposes  to  nominate  for election or re-election as a Director, (A) the name,
age,  business  address  and residence address of such person, (B) the principal
occupation  or  employment  of  such person for the previous five years, (C) the
class and number of shares of the Company's capital stock which are beneficially
owned  by  such  person,  (D)  such person's written consent to being named as a
nominee  and  to serving as a Director if elected, and (E) any other information
relating  to  such  person  that is required to be disclosed in solicitations of
proxies  for  election  of  Directors,  or  is  otherwise required, in each case
pursuant  to  Regulation  14A  under  the  Securities  Exchange  Act of 1934, as
amended,  and  (ii)  as to the shareholder(s) making the nomination (A) the name
and  address,  as  they  appear  in  the  Company's shareholder records, of such
shareholder(s)  and  (b) the class and number of shares of the Company's capital
stock  which  are beneficially owned by such shareholder(s).  No person shall be
qualified  for  election  as  a  Director  of  the  Company  unless nominated in
accordance  with  the procedures set forth in this Section 1.  The Chairman of a
meeting shall, if the facts warrant, determine and declare to the meeting that a
nomination  was  not  made  in  accordance with the procedures prescribed by the
Bylaws,  and  if he or she should so determine, shall so declare to the meeting,
and  the  defective  nomination shall be disregarded.  The Chairman of a meeting
shall  have  absolute  authority  to  decide  questions  of  compliance with the
foregoing  procedures,  and  his  or  her  ruling  thereon  shall  be  final and
conclusive.

     SECTION 2.  POWERS:   The Board of Directors shall have power to manage and
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control  the property and affairs of the Company, and to do all such lawful acts
and  things  which,  in  their  absolute  judgment and discretion, they may deem
necessary  and  appropriate  for  the  expedient  conduct and furtherance of the
Company's  business.

     SECTION 3.  CHAIRMAN:   The Directors shall elect one of their number to be
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Chairman of the Board.  The Chairman shall preside at all meetings of the Board,
unless  absent  from  such  meeting,  in  which  case, if there is a quorum, the
Directors  present  may  elect  another  Director  to  preside  at such meeting.

     SECTION 4.  MEETINGS:   Regular  meetings  of the Board may be held without
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notice  at such time and place either within or without the State of Missouri as
shall  from  time  to  time be determined by the Chairman of the Board.  Special
meetings  of  the  Board  may be held at any time and place upon the call of the
Chairman  of  the  Board,  the  President,  or  Secretary  of  the  Company.

     SECTION 5.  QUORUM:   A  majority  of  the  full  Board  of Directors shall
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constitute a quorum at all meetings of the Board, and the act of the majority of
the  Directors  present at any meeting at which a quorum is present shall be the
act  of  the Board of Directors unless a greater number of Directors is required
by  the  Articles  of  Incorporation,  the  Bylaws or by law.  At any meeting of
Directors, whether or not a quorum is present, the Directors present thereat may
adjourn the same from time to time without notice other than announcement at the
meeting.

     SECTION 6.  VACANCIES:       Vacancies  on  the  Board  and  newly  created
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directorships  resulting  from  any  increase  in  the  number  of  Directors to
constitute  the  Board  of  Directors  may be filled by an affirmative vote of a
majority  of  the Directors then in office, although less than a quorum, or by a
sole  remaining  Director,  to  serve  in  office  until  the class to which the
Director  has  been so elected by the Directors is presented for election by the
shareholders  of  the  corporation.

     SECTION 7.  COMPENSATION  OF  DIRECTORS:   The  Board  of Directors may, by
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resolution  passed by a majority of the whole Board, fix the terms and amount of
compensation  payable to any person for his or her services as Director, if such
Director  is  not  otherwise  compensated for services rendered as an officer or
employee  of the Company; provided, however, that any Director may be reimbursed
for  reasonable  and  necessary  expenses of attending meetings of the Board, or
otherwise  incurred for any Company purpose; and provided, further, that members
of  special or standing committees may also be allowed compensation and expenses
similarly  incurred.

     SECTION 8.  COMMITTEES  OF  THE BOARD OF DIRECTORS:  The Board of Directors
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may,  by  resolution  passed  by a majority of the whole Board, designate two or
more  Directors  to  constitute  an Executive Committee of the Board which shall
have  and  exercise  all  of  the  authority  of  the  Board of Directors in the
management  of  the  Company,  in the intervals between meetings of the Board of
Directors.  In  addition,  the  Board  may  appoint  any  other  committee  or
committees, with such members, functions, and powers as the Board may designate.
The  Board  shall have the power at any time to fill vacancies in, to change the
size or membership of, or to dissolve, any one or more of such committees.  Each
such committee shall have such name as may be determined by the Board, and shall
keep  regular  minutes  of  its  proceedings and report the same to the Board of
Directors  for  approval  as  required.


                             ARTICLE  III - OFFICERS
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     SECTION 1.  OFFICERS; ELECTION:  The officers of the Company elected by the
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Board  shall  be a Chairman of the Board, a Chief Executive Officer, a President
and  a  Secretary, and may be, as the Board may from time to time designate, one
or  more  Vice Chairmen of the Board, one or more Executive Vice Presidents, one
or  more  Senior Vice Presidents, one or more Group Vice Presidents, one or more
Vice Presidents, a General Counsel, a Treasurer, and a Controller.  The Chairman
of  the Board or the Chief Executive Officer may, from time to time, appoint one
or  more officers with such titles and responsibilities as the Chairman or Chief
Executive  Officer  deems  appropriate,  including,  but  not  limited to, Chief
Executive  Officers, Presidents, Executive Vice Presidents or Vice Presidents of
divisions,  business  units  or  functions; and Assistant Secretaries, Assistant
Treasurers  and  Assistant Controllers.   Any two or more offices may be held by
the  same  person  except  the  offices  of Chairman of the Board and Secretary.

     SECTION 2.  TERMS;  COMPENSATION:   All  officers of the Company shall hold
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office at the pleasure of the Board of Directors.  The compensation each officer
is  to  receive from the Company shall be determined in such manner as the Board
of  Directors  shall  from  time  to  time  prescribe.

     SECTION 3.  POWERS; DUTIES:    Each  officer of the Company shall have such
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powers  and  duties as may be prescribed by resolution of the Board of Directors
or  as may be assigned by the Board of Directors or the Chief Executive Officer.

     SECTION 4.  REMOVAL:   Any officer elected by the Board of Directors may be
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removed  by the Board of Directors whenever in its judgment the best interest of
the  Company will be served thereby, but such removal shall be without prejudice
to  the contract rights, if any, of the officer so removed.  The Chairman of the
Board  may  suspend any officer until the Board of Directors shall next convene.


                           ARTICLE IV - CAPITAL STOCK
                           --------------------------

     SECTION 1.  STOCK  CERTIFICATES:   All certificates of stock of the Company
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shall  be  signed  by  the  Chairman  of  the  Board  or the President or a Vice
President  and  the  Secretary  or an Assistant Secretary or the Treasurer or an
Assistant  Treasurer  of  the  Company, and shall bear the corporate seal of the
Company.  To  the  extent permitted by law, the signatures of such officers, and
the  corporate  seal,  appearing  on  certificates  of  stock, may be facsimile,
engraved  or  printed.  In  case  any such officer who signed or whose facsimile
signature  appears  on any such certificate shall have ceased to be such officer
before the certificate is issued, such certificate may nevertheless be issued by
the  Company  with  the same effect as if such officer had not ceased to be such
officer  at  the  date  of  its  issue.

     The  Company shall not issue a certificate for a fractional share; however,
the  Board  of Directors may, in lieu of any fractional share, pay cash equal to
the  value  of  such  fractional  share,  or  issue  scrip  or other evidence of
ownership  upon  such  terms  and  conditions  as  it  may  deem  advisable.

     All  certificates  of  stock  of  each  class  and series shall be numbered
appropriately.

     SECTION 2. RECORD OWNERSHIP:   The corporation shall maintain a record of
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the name and  address of the holder of each certificate, the number of shares
represented thereby,  and  the  date  of issue and the number thereof.  The
Company shall be entitled  to  treat  the holder of record of any share of
stock as the holder in fact thereof, and accordingly it will not be bound to
recognize any equitable or other  claim  of interest in such share on the part
of any other person, whether or  not  it  shall  have express or other notice
thereof, except as otherwise provided  by  the  laws  of  Missouri.

     SECTION 3. TRANSFERS:  Transfers of stock shall be made on the books of the
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Company  only  by  direction  of  the  person named in the certificate, or by an
attorney  lawfully  constituted  in  writing,  and  upon  the  surrender  of the
certificate  therefor.

     SECTION 4.  TRANSFER AGENTS; REGISTRARS:   The Board of Directors shall, by
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resolution,  from  time to time appoint one or more Transfer Agents, that may be
officers  or  employees  of the Company, to make transfers of shares of stock of
the Company, and one or more Registrars to register shares of stock issued by or
on behalf of the Company.  The Board of Directors may adopt such rules as it may
deem  expedient  concerning  the  issue,  transfer  and  registration  of  stock
certificates  of  the  Company.

     SECTION 5.  LOST CERTIFICATES:   Each person whose certificate of stock has
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been  lost,  stolen  or  destroyed  shall  be  entitled  to  have  a replacement
certificate  issued  in  the  same name and for the same number of shares as the
original  certificate,  provided  that  such  person  has  first filed with such
officers  of  the  Company,  Transfer  Agents  and  Registrars,  as the Board of
Directors  may  designate,  an affidavit stating that such certificate was lost,
stolen  or  destroyed  and  a  bond of indemnity, each in the form and with such
provisions  as such officers, Transfer Agents and Registrars may reasonably deem
satisfactory.

     SECTION 6. TRANSFER BOOKS; RECORD DATES:  The Board of Directors shall have
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power  to  close  the  stock  transfer books of the Company as permitted by law;
provided,  however,  that  in  lieu  of  closing  the  said  books, the Board of
Directors  may  fix  in advance a date, not exceeding seventy days preceding the
date  of  any  meeting  of  shareholders,  or  the  date  for the payment of any
dividend,  or  the date for the allotment of rights, or the date when any change
or  conversion  or exchange of shares shall go into effect, as a record date for
the determination of the shareholders entitled to notice of, and to vote at, any
such meeting, and any adjournment thereof, or entitled to receive payment of any
such  dividend,  or to any such allotment of rights or to exercise the rights in
respect  of  any such change, conversion or exchange of shares, and in such case
such  shareholders and only such shareholders as shall be shareholders of record
on  the  date of closing the transfer books or on the record date so fixed shall
be  entitled  to  notice  of,  and to vote at, such meeting, and any adjournment
thereof, or to receive payment of such dividend, or to receive such allotment of
rights,  or  to  exercise  such  rights, as the case may be, notwithstanding any
transfer of any shares on the books of the Company after such date of closing of
the  transfer  books  or  such  record  date  fixed  as  aforesaid.



                 ARTICLE  V - OFFICES, SEAL, BOOKS, FISCAL YEAR
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     SECTION 1. OFFICES: The principal office of the Company shall be located at
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Checkerboard  Square,  St.  Louis,  Missouri  63164.

     SECTION 2.  SEAL:  The  corporate  seal of the Company shall be a circular
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seal;  the  words  "RALSTON PURINA COMPANY, ST. LOUIS, MO." shall be embossed in
the  outer  margin;  a  nine-square  bordered design, and the symbol "SEAL 1894"
shall  be  embossed  in the central circular field; an impression of the same is
set  forth  hereon.

     SECTION 3. PLACE FOR KEEPING BOOKS AND SEAL:  The books of the Company, and
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its  corporate  minutes  and corporate seal, shall be kept in the custody of the
Secretary  at  the  principal  office  of the Company, or at such other place or
places  and  in  the  custody  of  such  other person or persons as the Board of
Directors  may  from  time  to  time  determine.

     SECTION  4. FISCAL YEAR: The fiscal year of the Company shall commence with
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the  first  day  of  October  in  each  year.