BYLAWS
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                                       OF
                             RALSTON PURINA COMPANY
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                         (AS AMENDED SEPTEMBER 24, 1998)

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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 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  Chairman of the Board,  any President or the Secretary, or in any other
manner  permitted  by law; 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.

SECTION  3.  NOTICE:  Notice  of each annual or special meeting of shareholders,
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stating  the  time  and  place  thereof,  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 majority of
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theoutstanding  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
anymeeting  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 themeeting, and any
business  may  be  transacted  at such adjourned meeting as originally notified.

     At  any  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 a 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 a 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 forty-five days prior to the anniversary of the
date  that the Company's proxy materials with respect to the prior year's annual
meeting  of  shareholders  were  mailed; provided, however, that with respect to
special meetings of shareholders, notice by the shareholder to be timely must be
so  received  not  later than the close of business on the seventh day following
the  day  on  which  such notice of the date of the meeting was mailed or public
disclosure  of  such  meeting was made.  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  a  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  5.  ORGANIZATION:  Each  meeting of shareholders shall be convened by a
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President,  Secretary  or  other officer or person calling the meeting by notice
given  in  accordance  with  these Bylaws.  The Chief Executive Officers, or any
person  appointed  by  a  Chief  Executive  Officer  prior  to  any  meeting  of
shareholders,  shall  act  as  Chairman of each meeting of shareholders.  In the
absence  of  all  Chief  Executive  Officers,  or  a person appointed by a 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.

     Nominations  of  persons  for  election  to  the  Board of Directors of the
Company  may  be made at a 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  forty-five  days prior to the
anniversary  of  the date that the Company's proxy materials with respect to the
prior year's annual meeting of shareholders were mailed; provided, however, that
with  respect  to special meetings of shareholders, notice by the shareholder to
be  timely  must  be  so  received  not  later than the close of business on the
seventh  day  following  the day on which such notice of the date of the special
meeting  was  mailed  or  public  disclosure  of  such  meeting  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 control
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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  conductand  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 notice at
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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,  a  President,  or  Secretary  of  the  Company.

SECTION  5. QUORUM: A majority of the full Board of Directors shall constitute a
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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 directorships
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resulting  from  any increase in the number of Directors to constitute the Board
of  Directors  may  be  filled  by  a  majority of the Directors then in office,
although  less  than  a  quorum, or by a sole remaining Director, until the next
election  of  Directors  by  the  shareholders  of  the  corporation.

SECTION  7. COMPENSATION OF DIRECTORS: The Board of Directors may, by resolution
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passed  by  a  majority  of  the  whole  Board,  fix  the  terms  and  amount of
compensation  payable  to  any person for his services as Director, if he 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 may, by
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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 shall be a Chairman
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of  the Board, one or more Chief Executive Officers, one or more Presidents, 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,  a  Controller, and one or more
Assistant  Secretaries,  Assistant  Treasurers,  and Assistant Controllers.  All
officers  of the Company shall be elected by the Board of Directors, except that
Assistant  Secretaries,  Assistant  Treasurers  and Assistant Controllers may be
appointed  by the Chairman of the Board or any Chief Executive Officer.  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 office
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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 powers
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and  duties  as  may be prescribed by resolution of the Board of Directors or as
may  be  assigned  by  the  Board  of Directors or  any Chief Executive Officer.

SECTION 4. REMOVAL: Any officer elected by the Board of Directors may be removed
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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
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SECTION 1. STOCK CERTIFICATES: All certificates of stock of the Company shall be
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signed by the Chairman of the Board or any 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 issue, in lieu of any fractional share, 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 the name
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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 been
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lost,  stole  nor  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 power
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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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CheckerboardSquare,  St.  Louis,  Missouri  63164.

SECTION 2. SEAL: The corporate seal of the Company shall be a circular seal; the
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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 its
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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 the
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first  day  of  October  in  each  year.