1999 ANNUAL BONUS DEFERRAL ELECTION

Please  submit  my request as follows with respect to any 1999 annual cash bonus
which  may  be  awarded  to  me  by Ralston Purina Company or its affiliates.  I
understand that any decision regarding any 1999 annual bonus that may be paid to
me  or  deferred  for  future payment is at the discretion of management and the
Human Resources Committee.  I further understand that an election to defer, once
made,  is  IRREVOCABLE.
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DEFERRAL ELECTION   PLEASE CHECK ONE BOX BELOW.  YOU MUST DEFER AT LEAST $1,000 
                    TO PARTICIPATE.

/ /  NO DEFERRAL    Check here if you do not wish to defer any portion of your 
                    1999 annual bonus.  Complete Acknowledgement section below.
/ /  DEFERRAL       I elect to defer _______ % or defer all up to $____________
                    or defer all in excess of $____________ of any 1999 annual 
                    bonus.  Complete  Allocation,  Distribution,  and 
                    Acknowledgement sections  below.


ALLOCATION ELECTION  PLEASE SELECT IN WHOLE PERCENTAGE INCREMENTS.  TOTAL MUST 
                     EQUAL 100%.

I elect to allocate my deferral to the following funds:

/ /   Equity Option Account (25% Company Match)                               %
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/ /   Variable Interest Account                                               %
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DISTRIBUTION ELECTION   CHECK APPROPRIATE BOXES MAKING SURE PERCENTAGES TOTAL
                         100%.          

/ /   I elect to receive  ______%  of  my 1999 annual bonus deferral amount as a
short-term  payout  in  January 2000 with interest calculated under the terms of
the  Variable  Interest  Option.    Payable  in  lump  sum.

/ /   I  elect  to receive ______% of my 1999 annual bonus deferral amount as an
intermediate-term  payout  in  January, _______  (indicate any year beginning in
2003  or  later).    Payable  in  lump  sum  only.

/ /   I  elect  to receive  ______% of my 1999 annual bonus deferral amount as a
retirement/termination  payment.

SELECT  A  PAYOUT  DISTRIBUTION FORM BELOW.  Note that distributions made before
termination  at  age  50 or older will be in lump-sump form only.  This election
will  apply  to  distributions of all Deferred Compensation Plan accounts except
                                  ---
for  the  Fixed Benefit Option.  Because of IRS rules regarding the constructive
receipt  of  income,  this payment form election can only apply to distributions
made  on or after 1/1/2000.  Distributions made in 1999 will be in lump-sum form
only  regardless  of  your  election  of  an  installment  payment.

/ / Lump-sum  payment    / / 5 Annual Installments    / / 10 Annual Installments

ACKNOWLEDGEMENT

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Social  Security  Number                    Signature

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Today's  Date                    Name  (Type  or  Print)    Location/Floor  #

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Division/Business  Unit          Department

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Home  Street  Address             City                      State    Zip

     MAIL OR FAX TO CORPORATE COMPENSATION - 1A -  ST. LOUIS - 314-982-2490
THIS FORM MUST BE RECEIVED BY CORPORATE COMPENSATION NO LATER THAN 
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                              DECEMBER 31, 1998