1998 LEVERAGED INCENTIVE PLAN
                          -----------------------------

I.          RECOMMENDATION
            --------------

Management  recommends  implementation  of  a  third  flight  of  the  Leveraged
Incentive  Plan  (L.I.P.). The first two such programs were approved in 1994 and
in 1996.  They provide a 3-year duration cash incentive award for a select group
of  key  executives  whose  actions  can  positively  and  significantly  impact
shareholder  value.    This  plan would be known as the 1998 Leveraged Incentive
Plan  (the  "Plan").

II.          BACKGROUND
             ----------

Our pay objective continues to position base pay below the median for comparable
executive  positions  at comparator companies while providing the opportunity to
achieve  total  compensation  at  the  75th  percentile or above for exceptional
performance.

Hewitt  has  evaluated  the  Company's total pay in 1998 - a year in the average
range  for  Company  performance.  Twenty-six consumer packaged goods comparator
companies were benchmarked.  Nineteen representative corporate and business unit
positions  were  compared.   The four principal corporate officer positions were
reviewed  as  "Group  1";  the  other  positions from business unit Executive VP
through  Plant  Manager  as "Group 2."  Total cash compensation was below market
for all groups of executive positions measured.  Long-term incentives (which for
Ralston  included  options  and  the  L.I.P.)  ranged  from  6%  above  the 75th
percentile  for Group 1 to 32% below for Group 2, attributed by Hewitt primarily
to  the  recent  option  awards.   In fact, as Hewitt measured our L.I.P. in the
long-term  incentive  area,  its  values  were characterized significantly below
market  with  only  one  measured position exception. This was attributed to the
majority  of  comparator  companies  making annual performance plan grants where
Ralston's  grants  have  been  biennial.

<TABLE>
<CAPTION>


                              F'98 Competitive Posture
                                  Measured at the 
                                  75th Percentile*
                                  ----------------
<S>                     <C>       <C>       <C>
                        Group 1   Group 2   All Positions
                        --------  --------  --------------

Total Cash                   -3%      -22%            -14%
Long Term Incentive          +6%      -32%            - 8%
NET TOTAL COMPENSATION       -4%      -32%            -17%
</TABLE>

*(except cash measured against the 50th percentile)

Implementing  a  continuation  of awards with an overlapping flight, the L.I.P.
will  aim  at  appropriately  balancing  our  long-term incentive pay component.

I.          ELIGIBILITY
            -----------

Eligibility  for  this plan would be limited to certain key executives nominated
by the co-Chief Executive Officers and approved by the Human Resources Committee
of  the  Board  of  Directors.
Participants  must  remain  employed  by  the  Company  throughout  the  3-year
performance period to be eligible to receive payment under the Plan.  Exceptions
would  comprise  cases of (1) termination of employment (other than for cause as
determined  by  the Committee) at or after age 50, (2) long-term disability, (3)
death,  (4)  sale  of  business or business unit or discharge related to sale of
unit,  or  (5)  other  involuntary termination (other than for cause).  In these
situations  pro  rata payments would be made based on performance of the Company
and  peer  group  to  the  termination  date.

IV.  PLAN  DESCRIPTION
     -----------------
     A.  PERFORMANCE  MEASURES
         ---------------------
Average  compound  growth in Total Shareholder Return (stock price appreciation
plus  dividends)  and  compound "controllable earnings" would be measured over a
three-year  period  beginning  October  1,  1998  and ending September 30, 2001.
Adjustments  deemed appropriate in the discretion of the Committee would be made
in  the  event of divestiture, acquisition, recapitalization, or other financial
restructuring.    Corporate participants would be  measured on Total Shareholder
Return ("TSR") only. Business unit participants would be measured half according
to  TSR and half according to controllable earnings growth within their business
unit  as  determined by the Corporate Controller's Office.  The co-CEOs would be
measured  as  "Corporate"  participants.

The  TSR  measurement  would be made in both absolute terms and in relation to a
group  of  peer  companies  (see  next  page).  In calculating the beginning and
ending  stock  price  under  the Plan, the+ average of the closing price for the
previous  ten  trading days, including the first and last days of the Plan term,
would  be  used.


     B.   AWARD  OPPORTUNITY  -  BASE  AWARD
          ----------------------------------
A  base  cash  award would be made at the end of the three-year period based on
the  following  schedule:

<TABLE>
<CAPTION>


PERFORMANCE FACTORS FOR:       PERFORMANCE  FACTORS  FOR:      THIS PLAN WOULD 
CORPORATE                      OPERATING  UNITS                PAY ACCORDING TO
                               COMPOUND  GROWTH  WEIGHTED:     DESIGNATED 
                                                               PARTICIPATION 
                                         50%                   LEVELS THIS %  
                                                               OF  SALARY**
TOTAL SHAREHOLDER                 
RETURN (TSR)             50%      CONTROLLABLE
COMPOUND GROWTH          TSR+     EARNINGS*    /2=SAMPLE    FULL  HALF QUARTER
                                   OF UNIT       OUTCOME
<S>             <C>              <C>                        <C>    <C>    <C>
     18% or Higher       18% +      16%     /2 = 17%>      100%  50.0%    25%
         17%             17% +      15%     /2 = 16%        90%  45.0%   22.5%
         16%             16% +      14%     /2 = 15%        80%  40.0%     20%
         15%             15% +      13%     /2 = 14%        70%  35.0%   17.5%
         14%             14% +      12%     /2 = 13%        60%  30.0%     15%
         13%             13% +      11%     /2 = 12%        50%  25.0%   12.5%
         12%             12% +      10%     /2 = 11%        45%  22.5%  11.25%
         11%             11% +       9%     /2 = 10%        40%  20.0%     10%
         10%             10% +       8%     /2 =  9%        35%  17.5%   8.75%
          9%              9% +       7%     /2 =  8%        30%  15.0%    7.5%
          8%              8% +       6%     /2 =  7%        25%  12.5%   6.25%
    Less than 8%               Less than 7%                  0%     0%      0%
</TABLE>


*    Controllable  earnings  before  special  items  such  as  acquisitions  or
divestitures
**    Defined  as  aggregate  salary over the 3-year period.  Amounts in between
those  shown  above  will  be  calculated  using  straight-line  interpolation

      C.  AWARD  OPPORTUNITY    -  PEER  GROUP  AWARD
          -------------------------------------------

If  Ralston  Purina Company's 3-Year TSR meets or exceeds the 75th percentile of
its  peer  Competitor  Group,  an  additional 50%, 25%, or 12 1/2%, of aggregate
salary,  depending  on one's participation level, would be deferred for all Plan
participants  until  retirement, termination, death, or long-term disability, in
Ralston  Purina stock equivalents in an account established in the participants'
names.   This peer-group payout would be made irrespective of the absolute level
of  TSR.  Attachment #1 provides a sample calculation for both a Corporate and a
business  unit  participant.

     D.   PERFORMANCE  PEER  GROUP
          ------------------------

Selected  competitors  included  in the  S&P's  Foods, Cosmetics, Household
Products  and  Agricultural  Products  Indices  -

          Archer  Daniels  Midland                                   H. J. Heinz
          Campbell  Soup  Company                            Hershey Foods Corp.
          The  Clorox  Company                                   Kellogg Company
          Colgate-Palmolive  Company                     The Quaker Oats Company
          ConAgra,  Inc.                                  Ralston Purina Company
          Best  Foods                                           Sara Lee Company
          General  Mills                                 Wm. Wrigley Jr. Company
          Gillette

           Companies  must be in the sample for the entire 3 years to be counted
           Dividend  reinvestment  assumed
           Final  calculations  related  to the Peer Group's performance will be
           overseen by Hewitt Associates or another independent consulting firm.

     E.  FORM  AND  TIMING  OF  PAYMENT
         ------------------------------

The  base  award  would  be  made after the close of the three-year performance
period  in  cash  or  might  be  deferred,  if  so elected by Plan participants,
approximately  one  year  prior  to  the  date  the  amount  of  award  would be
determinable.    In  addition,  deferral  may be mandated by the Human Resources
Committee  to  assure  compliance  with  the deductibility provisions of Section
162(m)  of  the  Internal  Revenue  Code of 1986, as amended.  If Ralston Purina
stock  equivalents  are elected for deferral, there would be no match.  The peer
group  payout  would  be  deferred  in  Ralston Purina stock equivalents with no
transfer permitted to other accounts until a participant's retirement (including
"early"  retirement),  termination,  death or long-term disability.  Appropriate
amendments  would  be  made,  subject  to final approval by C. S. Sommer, to the
Company's  deferral  plans.    Pro  rata  payments  as described under III would
include  a  peer  group  computation  at  the time of an individual's departure.

If  Ralston  Purina  Company should cease to be a publicly-traded company, or in
those  situations  described  as  exceptions  under  Eligibility  relating  to
employment tenure throughout the 3-year Plan duration, participant awards earned
to  that  date  would  be  paid  as soon as practicable thereafter on a pro-rata
basis.

If,  in  the year of payment, a participant's compensation exceeds the Company's
$1  million limit on deductible compensation, the Human Resources Committee may,
at its sole discretion and without the consent of participants, defer payment or
a portion thereof until the year in which compensation would be deductible.  The
Committee  retains  the discretion to effect deferrals in other circumstances as
it  deems  appropriate.

The  value of awards, to the extent permitted by applicable benefit plans, would
be  included  in  annual  benefit  earnings.

V.  VALUE/COST  SUMMARY
    -------------------

Assuming  a  constant  dividend  payout  of  1.6%,  a  RAL stock price multiple
increasing  from  22  to  28,  and participant salary growth at 5% per year, the
following  table  indicates  program  costs in relation to value returned to the
shareholder.  The illustrated favorable leverage for shareholders is significant
at  all  levels  of  performance.

                         LEVERAGED  INCENTIVE  PLAN  SUMMARY
                         -----------------------------------

       %  Average Annual             Total         Annualized     Projected
  Shareholder      Op. Unit      3 Year Value    Cost of Award    RAL Share
    Return      Weighted Return    Returned        If Earned        Price
    ------      ---------------     --------       ---------        -----
      8              7             $1.9  bil          $1.4MM          $36
     13             12             $3.5  bil          $2.8MM          $41
     18             17             $5.3  bil          $5.6MM          $47

If  RAL's performance is in the top quartile of common stocks of peer companies
previously referenced, an additional payout of up to $6.1 million would occur --
irrespective  of  the  level  of  total  business  unit  growth  and  return  to
shareholders.    It  is  expected  RAL's relative stock price would reflect this
superior  performance.

VI.          OTHER
             -----

Attachment  #2 lists the participants in the Plan and their recommended level of
participation.

Adjustments  deemed appropriate in the discretion of the Committee would be made
in computing TSR in the event of any divestiture, acquisition, recapitalization,
or other financial restructuring of the Company.  Were the Plan to be terminated
prior  to  September  30,  2001,  appropriate pro-rata payments would be made or
deferred  as  in  the  manner  previously  described  in  III.  and  IV.E.

Management requests, in circumstances which warrant, that authority be delegated
to  the  co-Chief Executive Officers to add additional executive participants to
this  3-year  Plan  on  a  pro-rata  basis  up to, but not to exceed, cumulative
aggregate  participants'  salary  additions  of  $1  million.


                           SAMPLE PAYMENT CALCULATION
                          1996 LEVERAGED INCENTIVE PLAN
                          -----------------------------

(Assumptions  for  2 participants; 1 in Corporate and 1 in a Business Unit, each
at  "half"  participation  level)


                            Corporate Participant     Business Unit Participant
                            ----------------------    -------------------------

Aggregate  3  year  salary          $300,000                    $500,000

T.S.R.                                 14%                         14%

Business Unit
Controllable Earnings Growth           N/A                         15%

Peer  Group            Ralston Purina's Total Shareholder Return over 3 years is
Performance            in the top 75th percentile of its peer competitive group.
-----------


COMPUTATION   3 Yr. Aggregate      Half         3 Yr. Aggregate        Half*
                  Salary           Factor           Salary            Factor
                -----------        ------          -----------        ------
                 $300,000      x 30% = $90,000      $500,000         x 37.5% = 
$187,500
                                 peer group                         peer group
                                   factor                            factor
                                   ------                            ------
              plus $300,000    x 25% = +75,000    plus $500,000      x 25% =    
+125,000
--------


TOTAL  AWARD                          $165,000                          $312,500

*(14%  T.S.R.  +  15%  B.U.  Controllable  Earnings)    2  =  14.5%  relates  to
interpolated  "Half"  factor  mid  way  between 40% and 35% or [(40% + 35%)  2 =
37.5%].