2001 EXECUTIVE SIP ELECTION FORM ENCLOSED
                 RESPONSE MUST BE RECEIVED BY DECEMBER 28, 2000
                  COMPLETED FORMS MAY BE FAXED:  (314) 982-3270


                                   December  2,  2000


TO  ASSOCIATES  ELIGIBLE  FOR  THE  EXECUTIVE  SAVINGS  INVESTMENT  PLAN:


Attached  is  a  summary  of  the  Executive  Savings  Investment  Plan (EXSIP).

Also attached is a 2001 EXECUTIVE SIP ELECTION FORM.  Please complete and return
                   --------------------------------
this  form  to  SIP Administration, 1A by December 28, 2000.  IF THE FORM IS NOT
                                          -----------------
RECEIVED  BY  DECEMBER  28,  2000 YOU WILL NOT BE ELIGIBLE TO PARTICIPATE IN THE
              -------------------
EXSIP  DURING  2001.

Certain  IRS limits are imposed on before-tax and after-tax contributions to the
qualified  Savings  Investment  Plan  (SIP).  The following sections explain how
these  limits affect your contributions to the SIP and how your participation in
the  EXSIP  will  enable  you  to  make  before-tax deferrals in excess of these
limits.

IRS  LIMITS
-----------

ANNUAL  BEFORE-TAX  DOLLAR  DEFERRAL  LIMIT
-------------------------------------------

     The  total  of  your  before-tax matched and unmatched contributions to the
qualified  SIP  is  limited  to  $10,500  for calendar 2001 by the IRS.  If your
before-tax  SIP  matched and unmatched contributions reach the aggregate $10,500
limit,  these  contributions  will  cease  and your EXSIP before-tax matched and
unmatched  contributions  will  commence.  Any before-tax contributions over the
$10,500  annual  limitation  will  be  credited  to your EXSIP account if you so
elect.

COMPENSATION  LIMIT
-------------------

The  total  calendar  2001 compensation that can be taken into account under the
SIP  is  limited  to  $170,000  by  the  IRS.  If other limits have not yet been
reached,  your  EXSIP elective deferrals will begin when your total compensation
reaches  this  level  in  calendar  2001  at  which time your SIP before-tax and
after-tax  contributions  will  cease.


     NOTE:  If  you  elect  after-tax  contributions  to the qualified SIP, your
after-tax  contributions  are  NOT  suspended when your before-tax contributions
reach the annual limit of $10,500.  Your after-tax contributions to the SIP will
be  suspended when your compensation reaches $170,000 in calendar 2001.  At that
point  your  matched  after-tax  contributions  will  convert  to  before-tax
contributions  to  the  EXSIP.


NON-DISCRIMINATION  LIMITS
--------------------------

IRS  rules  also  require  that  the  average  of  the  before-tax and after-tax
contributions to the SIP of non-highly compensated participants equal at least a
certain  percentage of the average of the respective contributions of the highly
compensated  participants.  Your  SIP  contributions  will cease, and your EXSIP
contributions  will  commence,  as  necessary  to  maintain this required ratio.


SIP  LIMITATIONS  ON  BEFORE-TAX  AND  AFTER-TAX  PERCENTAGES
-------------------------------------------------------------

Subject  to  the  above  IRS  limits,  the Savings Investment Plan provides
participants  the  opportunity  to  contribute  between  1-14%  of  non-deferred
compensation  (4%  matched,  10%  unmatched) before-tax, and a maximum of 23.75%
(1.75%  matched, 22% unmatched) after-tax, provided that the combined total does
not  exceed  23.75%  of  compensation.  Given  the  $10,500  limit on before-tax
contributions  described  above,  and  the  nondiscrimination maximum percentage
limits,  highly  compensated  employees (those earning $85,000 or more annually)
will  not be able to contribute these maximum Plan limits to the SIP in 2001 and
still  comply  with  IRS  regulations.

If  we  are  required  to  prospectively  "cut  back"  your contributions to the
qualified  SIP to meet these IRS imposed limits, enrollment in the Executive SIP
will  allow you to contribute the balance of your 2001 contributions that cannot
be  credited  to  your  SIP  account,  to  your  account  in  the  EXSIP.


Here  is  what  you  should  do  now:

     Review the qualified SIP and EXSIP contribution elections you made in 2000.

     OPTION  A.  If  you want your 2000 EXSIP elections to continue in 2001, you
should  elect  this  Option  on  the  attached  Election  Form.

For  reference,  your  current  SIP  and  EXSIP  elections  are:

SIP                                           EXSIP
---                                           -----
Before-tax  matched         ______%           Before-tax  matched   _____%

Before-tax  unmatched       ______%           Before-tax  unmatched _____%

After-tax  matched  at 300% ______%           1.75% Before-tax Matched
   in the Retirement Plan (PensionPlus         at 300%              _____%
   Match Account)                              in EXSIP
After-tax  unmatched        _______%


If  you  would  like to change your qualified SIP contribution elections you may
call  CheckHR  at  1-877-243-2547  (outside St. Louis), 1-(314) 982-2547 (in St.
Louis)  or  2547  (Checkerboard  Square) after December 1, 2000.  When the voice
prompts  you,  press  #2  to  access  EBVN


     OPTION  B.  If  you  do  not want your 2000 EXSIP contribution elections to
carry  over  to  2001,  you may change your contribution elections by completing
Option  B  on the attached Election Form.  Your choices for these elections are:

           1  -  4%  before-tax  matched  at  25%
           1  or  1.75%  before-tax  matched  at  300%
           1  -  10%  before-tax  unmatched


     OPTION  C.  If  you  do  not  wish  to participate in the EXSIP in 2001 you
should  check  this  Option  on  the  attached  Election  Form.

If  you  choose  Options  A  or  B,  when  the applicable qualified SIP limit is
attained,  your  before-tax matched and unmatched contributions will be credited
to  your  EXSIP  account,  and your after-tax matched contributions will also be
credited  ON  A  BEFORE-TAX  BASIS to your EXSIP account in accordance with your
EXSIP  election.  ONCE  THE  APPLICABLE  LIMIT  IS  ATTAINED,  THE  300% COMPANY
MATCHING  CONTRIBUTION WILL BE CREDITED TO THE EXSIP INSTEAD OF YOUR PENSIONPLUS
MATCH ACCOUNT.  EXCESS SIP UNMATCHED AFTER-TAX CONTRIBUTIONS WILL NOT BE MADE UP
IN  THE  EXSIP.

INSTALLMENT  PAYMENTS
---------------------

Effective  December 1, 1999, the EXSIP was amended to permit installment payment
distributions at retirement or termination of employment after attainment of the
age  of  50,  in  addition  to  the  lump-sum  payment that was the only form of
distribution  previously available.  If you wish to receive installment payments
when  you  retire,  or  terminate  from  the Company after attaining age 50, you
should  complete  the  enclosed  EXECUTIVE  SIP  PAYMENT  ELECTION FORM.  Please
indicate  whether  you wish to receive annual installments over a period of 5 or
10  years.

To be eligible to receive installment payments of your entire EXSIP balance upon
retirement or termination of employment after attaining age 50 the election form
must be in place at least one year prior to the distribution of benefits.  If at
the  time  your EXSIP payments commence, (i) you do not have a valid installment
election  on  file,  or (ii) you have not yet attained the age of 50, your EXSIP
account  will  be  paid  in  a  lump  sum.

Your  current  payment  election on file is (insert election option).  If you do
not  wish  to  change your EXSIP payment option, you do not need to complete the
enclosed Executive SIP Payment Election Form. However, you may change your EXSIP
payment  option at anytime by completing and submitting an Executive SIP Payment
Election  Form  to  Savings  Plans  Administration.
YOUR  2001  EXECUTIVE  SIP  ELECTION  FORM MUST BE COMPLETED AND RETURNED TO SIP
ADMINISTRATION,  1A,  RECEIVED  OR  FAXED  BY  DECEMBER  28,  2000.


The  terms of the EXSIP and the SIP are controlling.  For a copy of either Plan,
or if you have any questions regarding these Plans, please call Beverly Wilfong,
ext.  3381  or  me.





                              Sandra  Donahue,  Director
                              Retirement  Plans
                              Employee  Benefits
                              Ext.  2746



Attachments

<PAGE>

                        2001 EXECUTIVE SIP ELECTION FORM


              THIS FORM MUST BE RECEIVED BY SIP ADMINISTRATION, 1A
                      RECEIVED OR FAXED BY DECEMBER 28,2000

 NAME
 SS

ONCE  MY 2001 CONTRIBUTIONS TO THE QUALIFIED SAVINGS INVESTMENT PLAN (SIP) REACH
ANY  APPLICABLE  MAXIMUM  LIMIT  IMPOSED  BY  THE  IRS,  I  IRREVOCABLY ELECT TO
CONTRIBUTE  TO  THE  EXECUTIVE  SAVINGS  INVESTMENT PLAN (EXSIP) EFFECTIVE ON OR
AFTER  JANUARY  1,  2001,  THE  FOLLOWING  PERCENTAGES  OF MY 2001 COMPENSATION:


_____   OPTION  A:  CONTINUE  PRIOR  YEAR  EXSIP  ELECTIONS:
        ---------------------------------------------------
I irrevocably elect to continue my 2000 EXSIP elections throughout calendar year
2001  as  listed  below,  once  the  applicable  IRS  limit is reached under the
qualified  SIP.

          2000  Elections
          ---------------

          Before-tax  contribution  (Matched  at  25%)                ______%


          Before-tax  contribution  (Matched  at  300%)               ______%


          Before-tax  contribution  (Unmatched)                       ______%


_____  OPTION  B:  OTHER  CONTRIBUTION  PERCENTAGES:
       --------------------------------------------
I  irrevocably elect to contribute to the EXSIP, once the applicable IRS maximum
limit  is  reached  under  the  qualified  SIP,  the  following:

          Before-tax  contribution  (Matched  at  25%):  1  -  4%     _____ %
          Before-tax  contribution  (Matched  at  300%):1 or 1.75%    _____ %
          Before-tax  contribution  (Unmatched):  1  -  10%           _____ %

_____  OPTION  C:  WAIVE  PARTICIPATION:
       --------------------------------
I  elect  NOT to participate in the non-qualified EXSIP.  I understand that once
IRS  maximum  limits  are  reached  in  the  qualified SIP, my before-tax and/or
after-tax  deferrals  into  the  qualified  SIP  will  cease,  as  applicable.

I  UNDERSTAND THE CONTRIBUTION PERCENTAGE ELECTION(S) I MAKE ON THIS FORM CANNOT
BE  CHANGED  OR  SUSPENDED AFTER DECEMBER 28, 2000 AND WILL REMAIN IN EFFECT FOR
THE  ENTIRE  2001  CALENDAR  YEAR  PER  IRS  RULES  AND  PLAN  ADMINISTRATIVE
REQUIREMENTS.  I FURTHER UNDERSTAND THAT IF I DO NOT MAKE MY ELECTION, SIGN THIS
FORM,  AND  RETURN IT TO SIP ADMINISTRATION, 1A, BY DECEMBER 28, 2000, I WILL BE
PROHIBITED  FROM  CONTRIBUTING  TO  THE  EXSIP  DURING  THE  2001 CALENDAR YEAR.


SIGNATURE_______________________________________________DATE____________________


<PAGE>

[NAME]
[SS]




     COMPLETE BENEFICIARY INFORMATION ONLY IF YOU WISH TO MAKE A CHANGE TO YOUR
                     CURRENT EXECUTIVE SIP BENEFICIARY FORM



BENEFICIARY  DESIGNATION - CHECK AND COMPLETE ONE:  This beneficiary designation
--------------------------------------------------
applies  only  to  the  Executive  SIP  and  can  differ  from  your beneficiary
designation  for  the  qualified  SIP.

I  hereby  designate  the  following  beneficiary(ies) to receive payment in the
manner  specified:

__  Entire  benefit  to ____________________________________________________
                           _____,  my  spouse.

     (Spouse's  Soc.  Sec.  No.  ________________________________),  if living,
otherwise  to:

     Contingent  Beneficiary________________________________
     Soc.  Sec.  No._________________________________
     Date  of  Birth_______________.

__  Entire  benefit  to
    _________________________________________________________,  my  spouse,

    (Spouse's  Soc.  Sec.  No.  __________________________________________)  if
    he/she survives me and, if not, to my children equally, per stirpes, (i.e.,
    if a child  predeceases you, his or her share will go to that child's heirs
    rather than  to  your  other  remaining  children).

__  ________%  to  ________________________________________________________, my
     spouse

     (Spouse's Soc. Sec. No.______________________________________) and _______%
     to  each  of  my  children,  but  if  my spouse does not survive me, then
     entire benefit  to  my  surviving  children  equally,  per stirpes

__  Entire  benefit  to  __________________________________________________
    (Individual,  Trust,  Estate,  etc.).



SIGUATRUE ___________________________________________DATE______________________

<PAGE>
                       EXECUTIVE SIP PAYMENT ELECTION FORM


 NAME
 SS


You may elect to receive your distribution from the Executive Savings Investment
Plan (EXSIP) under the options shown below.  You may change your election at any
time.  However, if you elect an installment payment (either 5 or 10 years), your
installment  election must be in place for at least one year before commencement
of  the  installment payments.  If at the time your EXSIP payments commence, (i)
you  do  not have a valid installment election on file, or (ii) you have not yet
attained  the  age  of  50,  your  EXSIP  account  will  be  paid in a lump sum.

You  currently have on file an election to receive your EXSIP account in (insert
election).  If you do not wish to change your EXSIP payment option, you need not
complete  this  form.

PAYMENT  FORM     CHECK  ONE  BOX  BELOW  TO  SELECT  A  PAYMENT  OPTION.
-------------------------------------------------------------------------
This  election  will  apply  to your entire EXSIP account. Any distribution made
before  age  50 will be in a lump-sum form only.  The annual installment payment
option  will  be effective only if this form is completed and submitted at least
one  year  prior  to  the  commencement  of  benefits.



I  elect  to  receive  my  distribution  from  the EXSIP  in the following form:

CHECK  ONE: __ Lump-sum  payment    __ 5  Annual  Installments   __ 10 Annual
                                                                 Installments

ACKNOWLEDGEMENT

----------------------------------       --------------------------------------
Social  Security  Number                  Signature

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

----------------------------------       --------------------------------------
Home  Street  Address        City         State                     Zip

                                  MAIL FORM TO:
                                  -------------
                             RALSTON PURINA COMPANY
                             ----------------------
                       ATTN:  SAVINGS INVESTMENT PLAN, 1A
                       ----------------------------------
                                801 CHOUTEAU AVE
                              ST. LOUIS   MO  63102

           THIS FORM MUST BE RECEIVED NO LATER THAN DECEMBER 28, 2000

<PAGE>

                    2001 EXECUTIVE SIP ELECTION FORM ENCLOSED
                 RESPONSE MUST BE RECEIVED BY DECEMBER 28, 2000
                  COMPLETED FORMS MAY BE FAXED:  (314) 982-3270


                                   December  2,  2000


TO  W.  P.  MCGINNIS

Attached  is  a  summary  of  the  Executive  Savings  Investment  Plan (EXSIP).

Also  attached  are  two 2001 EXECUTIVE SIP ELECTION FORMS.  Please complete and
                         ---------------------------------
return these forms to SIP Administration, 1A by December 28, 2000.  IF THE FORMS
                                                -----------------
ARE NOT RECEIVED BY DECEMBER 28, 2000 YOU WILL NOT BE ELIGIBLE TO PARTICIPATE IN
                    -----------------
THE  EXSIP  DURING  2001.

The  EXSIP contributions may commence immediately with respect to the portion of
your  salary  that  is subject to a mandated deferral.  A separate Executive SIP
Election  Form  has been provided for the mandated deferred salary.  Once one of
the IRS limits is reached, then the election on the other Executive SIP Election
Form  attached  will  be  effective  with  respect  to  all  EXSIP eligible 2001
compensation.

Certain  IRS limits are imposed on before-tax and after-tax contributions to the
qualified  Savings  Investment  Plan  (SIP).  The following sections explain how
these  limits affect your contributions to the SIP and how your participation in
the  EXSIP  will  enable  you  to  make  before-tax deferrals in excess of these
limits.

IRS  LIMITS
-----------

      ANNUAL  BEFORE-TAX  DOLLAR  DEFERRAL  LIMIT
      -------------------------------------------

     The total  of  your  before-tax matched and unmatched contributions to the
     qualified  SIP  is  limited  to  $10,500  for calendar 2001 by the IRS.
     If your before-tax  SIP  matched and unmatched contributions reach the
     aggregate $10,500 limit,  these  contributions  will  cease and your EXSIP
     before-tax matched and unmatched  contributions  will  commence.  Any
     before-tax contributions over the $10,500  annual  limitation  will  be
     credited  to your EXSIP account if you so elect.

     COMPENSATION  LIMIT
     -------------------

     The total calendar  2001 compensation that can be taken into account under
     the SIP  is limited  to  $170,000  by  the  IRS.  If other limits have not
     yet been reached,  your  EXSIP elective deferrals will begin when your
     total compensation reaches  this  level  in  calendar  2001  at  which
     time your SIP before-tax and after-tax  contributions  will  cease.


     NOTE:  If  you  elect  after-tax  contributions  to the qualified SIP,
     Your after-tax  contributions  are  NOT  suspended when your before-tax
     contributions reach the annual limit of $10,500.  Your after-tax
     contributions to the SIP will be  suspended when your compensation reaches
     $170,000 in calendar 2001.  At that point  your  matched  after-tax
     contributions  will  convert  to  before-tax contributions  to the  EXSIP.


     NON-DISCRIMINATION  LIMITS
     --------------------------

     IRS  rules  also  require  that  the  average  of  the  before-tax and
     after-tax contributions to the SIP of non-highly compensated participants
     equal at least a certain  percentage of the average of the respective
     contributions of the highly compensated  participants.  Your  SIP
     contributions  will cease, and your EXSIP contributions  will commence,
     as  necessary  to  maintain this required ratio.


     SIP  LIMITATIONS  ON  BEFORE-TAX  AND  AFTER-TAX  PERCENTAGES
     -------------------------------------------------------------

     Subject  to  the  above  IRS  limits, the Savings Investment Plan provides
     participants  the  opportunity  to  contribute  between  1-14%  of
     non-deferred compensation  (4%  matched,  10%  unmatched) before-tax,
     and a maximum of 23.75% (1.75% matched, 22% unmatched) after-tax, provided
     that the combined total does not  exceed  23.75%  of  compensation.  Given
     the  $10,500  limit on before-tax contributions  described  above,  and
     the  nondiscrimination maximum percentage limits,  highly  compensated
     employees (those earning $85,000 or more annually) will  not be able to
     contribute these maximum Plan limits to the SIP in 2001 and still comply
     with  IRS  regulations.

     If  we  are  required  to  prospectively  "cut  back"  your contributions
     to the qualified  SIP to meet these IRS imposed limits, enrollment in the
     Executive SIP will  allow you to contribute the balance of your 2001
     contributions that cannot be  credited to  your  SIP  account,  to your
     account  in  the  EXSIP.

Here  is  what  you  should  do  now:

     Review the qualified SIP and EXSIP contribution elections you made in 2000.

     OPTION  A.  If you want your 2000 EXSIP elections to continue in 2001, you
     should  elect  this  Option  on  the  attached  Election  Form.

For  reference,  your  current  SIP  and  EXSIP  elections  are:

SIP                                           EXSIP
---                                           -----
Before-tax matched            ____%           Before-tax matched         _____%
Before-tax unmatched          ____%           Before-tax unmatched       _____%
After-tax  matched  at 300%   ____%           1.75% Before-tax Matched
  in  the  Retirement  Plan  (PensionPlus       at 300%                  _____%
  Match  Account)                               in  EXSIP
After-tax  unmatched          ____%


If  you  would  like to change your qualified SIP contribution elections you may
call  CheckHR  at  1-877-243-2547  (outside St. Louis), 1-(314) 982-2547 (in St.
Louis)  or  2547  (Checkerboard  Square) after December 1, 2000.  When the voice
prompts  you,  press  #2  to  access  EBVN


     OPTION  B.  If  you  do  not want your 2000 EXSIP contribution elections to
     carry  over  to  2001,  you may change your contribution elections by
     completing Option B on the attached Election Form.  Your choices for these
     elections are:

                   1  -  4%  before-tax  matched  at  25%
                   1  or  1.75%  before-tax  matched  at  300%
                   1  -  10%  before-tax  unmatched


     OPTION  C.  If  you  do  not  wish  to participate in the EXSIP in 2001 you
     should  check  this  Option  on  the  attached  Election  Form.

If  you  choose  Options  A  or  B,  when  the applicable qualified SIP limit is
attained,  your  before-tax matched and unmatched contributions will be credited
to  your  EXSIP  account,  and your after-tax matched contributions will also be
credited  ON  A  BEFORE-TAX  BASIS to your EXSIP account in accordance with your
EXSIP  election.  ONCE  THE  APPLICABLE  LIMIT  IS  ATTAINED,  THE  300% COMPANY
MATCHING  CONTRIBUTION WILL BE CREDITED TO THE EXSIP INSTEAD OF YOUR PENSIONPLUS
MATCH ACCOUNT.  EXCESS SIP UNMATCHED AFTER-TAX CONTRIBUTIONS WILL NOT BE MADE UP
IN  THE  EXSIP.

INSTALLMENT  PAYMENTS
---------------------

Effective  December 1, 1999, the EXSIP was amended to permit installment payment
distributions at retirement or termination of employment after attainment of the
age  of  50,  in  addition  to  the  lump-sum  payment that was the only form of
distribution  previously available.  If you wish to receive installment payments
when  you  retire,  or  terminate  from  the Company after attaining age 50, you
should  complete  the  enclosed  EXECUTIVE  SIP  PAYMENT  ELECTION FORM.  Please
indicate  whether  you wish to receive annual installments over a period of 5 or
10  years.

To be eligible to receive installment payments of your entire EXSIP balance upon
retirement or termination of employment after attaining age 50 the election form
must be in place at least one year prior to the distribution of benefits.  If at
the  time  your EXSIP payments commence, (i) you do not have a valid installment
election  on  file,  or (ii) you have not yet attained the age of 50, your EXSIP
account  will  be  paid  in  a  lump  sum.



Your  current  payment election on file is 5 ANNUAL INSTALLMENTS.  If you do not
wish  to  change  your  EXSIP  payment  option,  you do not need to complete the
enclosed Executive SIP Payment Election Form. However, you may change your EXSIP
payment  option at anytime by completing and submitting an Executive SIP Payment
Election  Form  to  Savings  Plans  Administration.

YOUR  2001  EXECUTIVE  SIP  ELECTION  FORM MUST BE COMPLETED AND RETURNED TO SIP
ADMINISTRATION,  1A,  RECEIVED  OR  FAXED  BY  DECEMBER  28,  2000.


The  terms of the EXSIP and the SIP are controlling.  For a copy of either Plan,
or if you have any questions regarding these Plans, please call Beverly Wilfong,
ext.  3381  or  me.



                              Sandra  Donahue,  Director
                              Retirement  Plans
                              Employee  Benefits
                              Ext.  2746


Attachments

<PAGE>

                        2001 EXECUTIVE SIP ELECTION FORM
              THIS FORM MUST BE RECEIVED BY SIP ADMINISTRATION, 1A
                      RECEIVED OR FAXED BY DECEMBER 28,2000


ONCE  MY 2001 CONTRIBUTIONS TO THE QUALIFIED SAVINGS INVESTMENT PLAN (SIP) REACH
ANY  APPLICABLE  MAXIMUM  LIMIT  IMPOSED  BY  THE  IRS,  I  IRREVOCABLY ELECT TO
CONTRIBUTE  TO  THE  EXECUTIVE  SAVINGS  INVESTMENT PLAN (EXSIP) EFFECTIVE ON OR
AFTER  JANUARY  1,  2001,  THE  FOLLOWING  PERCENTAGES  OF  MY 2001 COMPENSATION
(INCLUDING  THAT  PORTION OF MY 2001 COMPENSATION WHICH IS SUBJECT TO A MANDATED
DEFERRAL.)  :


__     OPTION  A:  CONTINUE  PRIOR  YEAR  EXSIP  ELECTIONS:
       ---------------------------------------------------
       I irrevocably elect to continue my 2000 EXSIP elections throughout
       calendar year 2001  as  listed  below,  once the applicable IRS limit is
       reached under the qualified  SIP.

          2000  Elections
          ---------------

          Before-tax  contribution  (Matched  at  25%)            _____%


          Before-tax  contribution  (Matched  at  300%)           _____%

          Before-tax  contribution  (Unmatched)                   _____%

__   OPTION  B:  OTHER  CONTRIBUTION  PERCENTAGES:
     --------------------------------------------
     I  irrevocably elect to contribute to the EXSIP, once the applicable
     IRS maximum limit  is  reached  under  the  qualified  SIP,  the
     following:

          Before-tax  contribution  (Matched  at  25%):  1  -  4%      _____%
          Before-tax  contribution  (Matched  at  300%):  1  or  1.75% _____%
          Before-tax  contribution  (Unmatched):  1  -  10%            _____%

__   OPTION  C:  WAIVE  PARTICIPATION:
     --------------------------------
     I  elect NOT to participate in the non-qualified EXSIP.  I understand that
     once IRS  maximum  limits  are  reached  in  the  qualified SIP, my
     before-tax and/or after-tax  deferrals  into  the  qualified  SIP  will
     cease,  as  applicable.

     I UNDERSTAND THE CONTRIBUTION PERCENTAGE ELECTION(S) I MAKE ON THIS FORM
     CANNOT BE  CHANGED  OR  SUSPENDED AFTER DECEMBER 28, 2000 AND WILL REMAIN
     IN EFFECT FOR THE  ENTIRE  2001  CALENDAR  YEAR  PER  IRS  RULES  AND
     PLAN  ADMINISTRATIVE REQUIREMENTS.  I FURTHER UNDERSTAND THAT IF I DO NOT
     MAKE MY ELECTION, SIGN THIS FORM,  AND  RETURN IT TO SIP ADMINISTRATION,
     1A, BY DECEMBER 28, 2000, I WILL BE PROHIBITED  FROM  CONTRIBUTING  TO
     THE  EXSIP  DURING  THE  2001 CALENDAR YEAR.


SIGNATURE_______________________________________________DATE____________________

<PAGE>
                        2001 EXECUTIVE SIP ELECTION FORM
                          FOR MANDATED DEFERRED SALARY


              THIS FORM MUST BE RECEIVED BY SIP ADMINISTRATION, 1A
                      RECEIVED OR FAXED BY DECEMBER 28,2000


Effective  January  1,  2001, I irrevocably elect to contribute to the Executive
Savings  Investment  Plan  the  following percentages of that portion of my 2001
salary  that  is  subject to a  the mandated deferral effective January 1, 2001.
Once  my  2001  contributions to the qualified Savings Investment Plan reach any
applicable  limitation  imposed  by the IRS, the attached election will apply to
all 2001 EXSIP-eligible compensation, including any salary subject to a mandated
deferral.


__   OPTION  A:  CONTINUE  PRIOR  YEAR  EXSIP  ELECTIONS:
     ---------------------------------------------------
     I irrevocably elect to continue my 2000 EXSIP elections throughout
     calendar year 2001  as  listed  below,  once  the  applicable  IRS
     limit is reached under the qualified  SIP.

          2000  Elections
          ---------------

          Before-tax  contribution  (Matched  at  25%)               ____%
          Before-tax  contribution  (Matched  at  300%)              ____%
          Before-tax  contribution  (Unmatched)                      ____%

__   OPTION  B:  OTHER  CONTRIBUTION  PERCENTAGES:
     --------------------------------------------
     I irrevocably elect to contribute to the EXSIP, once the applicable
     IRS maximum limit  is  reached  under  the  qualified  SIP,  the
     following:

          Before-tax  contribution  (Matched  at  25%):  1  -  4%        ____%
          Before-tax  contribution  (Matched  at  300%):  1  or  1.75%   ____%
          Before-tax  contribution  (Unmatched):  1  -  10%              ____%

___  OPTION  C:  WAIVE  PARTICIPATION:
     --------------------------------
     I elect  NOT to participate in the non-qualified EXSIP.  I understand that
     once IRS  maximum  limits  are  reached  in  the  qualified SIP, my
     before-tax and/or after-tax  deferrals  into  the  qualified  SIP  will
     cease,  as  applicable.

     I  UNDERSTAND THE CONTRIBUTION PERCENTAGE ELECTION(S) I MAKE ON THIS FORM
     CANNOT BE  CHANGED  OR  SUSPENDED AFTER DECEMBER 28, 2000 AND WILL REMAIN
     IN EFFECT FOR THE  ENTIRE  2001  CALENDAR  YEAR  PER  IRS  RULES  AND
     PLAN  ADMINISTRATIVE REQUIREMENTS.  I FURTHER UNDERSTAND THAT IF I DO NOT
     MAKE MY ELECTION, SIGN THIS FORM,  AND  RETURN IT TO SIP ADMINISTRATION,
     1A, BY DECEMBER 28, 2000, I WILL BE PROHIBITED  FROM  CONTRIBUTING  TO
     THE  EXSIP  DURING  THE  2001 CALENDAR YEAR.


SIGNATURE_______________________________________________DATE____________________



<PAGE>





    COMPLETE BENEFICIARY INFORMATION ONLY IF YOU WISH TO MAKE A CHANGE TO YOUR
                     CURRENT EXECUTIVE SIP BENEFICIARY FORM



BENEFICIARY  DESIGNATION - CHECK AND COMPLETE ONE:  This beneficiary designation
--------------------------------------------------
applies  only  to  the  Executive  SIP  and  can  differ  from  your beneficiary
designation  for  the  qualified  SIP.

I  hereby  designate  the  following  beneficiary(ies) to receive payment in the
manner  specified:

__     Entire  benefit  to
       _________________________________________________________,  my  spouse.

       (Spouse's Soc. Sec.  No.  ________________________________),  if living,
       otherwise  to:

       Contingent  Beneficiary________________________________
       Soc.  Sec.  No._________________________________
       Date  of  Birth_______________.

__     Entire  benefit  to
       ________________________________________________________,  my  spouse,

       (Spouse's  Soc.  Sec.  No.  __________________________________________)
       if he/she  survives me and, if not, to my children equally, per stirpes,
       (i.e., if a  child  predeceases you, his or her share will go to that
       child's heirs rather than  to  your  other  remaining  children).

__     ________%  to  ________________________________________________________,
       my spouse

       (Spouse's Soc. Sec. No.______________________________________) and
        _______% to  each  of  my  children,  but  if  my spouse does not
       survive me, then entire benefit  to  my  surviving  children  equally,
       per  stirpes

__     Entire  benefit  to  __________________________________________________
       (Individual,  Trust,  Estate,  etc.).


SIGNATURE_______________________________________________DATE____________________


<PAGE>
                       EXECUTIVE SIP PAYMENT ELECTION FORM




You may elect to receive your distribution from the Executive Savings Investment
Plan (EXSIP) under the options shown below.  You may change your election at any
time.  However, if you elect an installment payment (either 5 or 10 years), your
installment  election must be in place for at least one year before commencement
of  the  installment payments.  If at the time your EXSIP payments commence, (i)
you  do  not have a valid installment election on file, or (ii) you have not yet
attained  the  age  of  50,  your  EXSIP  account  will  be  paid in a lump sum.
You currently have on file an election to receive your EXSIP account in 5 ANNUAL
INSTALLMENTS.  If  you do not wish to change your EXSIP payment option, you need
not  complete  this  form.

PAYMENT  FORM     CHECK  ONE  BOX  BELOW  TO  SELECT  A  PAYMENT  OPTION.

This  election  will  apply  to your entire EXSIP account. Any distribution made
before  age  50 will be in a lump-sum form only.  The annual installment payment
option  will  be effective only if this form is completed and submitted at least
one  year  prior  to  the  commencement  of  benefits.

I  elect  to  receive  my  distribution  from  the EXSIP  in the following form:
CHECK  ONE:   __ Lump-sum  payment    __ 5  Annual  Installments   __ 10 Annual
                                                                   Installments
ACKNOWLEDGEMENT
---------------

------------------------------        -----------------------------------------
Social  Security  Number              Signature

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

-------------------------------       -----------------------------------------
Home  Street  Address     City        State                         Zip


                                  MAIL FORM TO:
                                  -------------
                             RALSTON PURINA COMPANY
                             ----------------------
                       ATTN:  SAVINGS INVESTMENT PLAN, 1A
                       ----------------------------------
                                801 CHOUTEAU AVE
                              ST. LOUIS   MO  63102

           THIS FORM MUST BE RECEIVED NO LATER THAN DECEMBER 28, 2000
           ----------------------------------------------------------

<PAGE>

     EXECUTIVE  SAVINGS  INVESTMENT  PLAN
     ------------------------------------
                                     (EXSIP)
                                     -------


I.     ELIGIBILITY  PROVISIONS

          Employees  eligible  for  coverage  under  the  EXSIP  include:

            Principal  Corporate  Officers of Ralston Purina Company:
            Chairman of the Board, Chief  Executive  Officer,  President,
            any  Vice  President, Secretary, Treasurer.

            Chairman  of  the Board, Chief Executive Officer, Presidents and
            Corporate Vice  Presidents  of  any  other  controlled  affiliates
            designated by the Chief Executive  Officer  of  the  Company.

            Vice  Presidents  of administrative or operating divisions of the
            Company.

            Any other  person designated by a Chief Executive Officer
            of the Company.


II.           SIMILARITIES  TO  THE  QUALIFIED  SIP

              1.   Company  matching contributions vest at the rate of 25% per
                   year for each year  of  credited  service.

              2.   Hardship  withdrawals  are  permitted in extremely limited
                   circumstances.

              3.   Participants  can  elect  to  direct their contributions
                   into most of the funds  that  are available in the qualified
                   SIP.  However, the Fixed Income Fund and  the  Money  Market
                   Fund  that  are  available in the qualified SIP will be
                   replaced  in  the  EXSIP  by  the  Prime  Rate  Fund.

                   At the time of enrollment in the EXSIP, contributions will
                   initially be credited  with the same rate of return as the
                   participant's investment elections in  the  qualified SIP.
                   Thereafter, the participant may make investment choices
                   other than those in the qualified SIP by contacting Vanguard.
                   The employer 300% matching contributions will follow the
                   employee's investment elections.  The 25% match on the first
                   4%  of before-tax contributions receives the Ralston ESOP
                   Common  Stock  Fund  rate  of  return.

              4.   Distributions are payable at termination, retirement, total
                   and permanent disability,  or  to your  designated
                   beneficiary in the event of your death.


III.     DIFFERENCES  BETWEEN  QUALIFIED  SIP  AND  EXSIP

              1.   Benefits  are unsecured - Benefits under the EXSIP are
                   unfounded and  unsecured.  In  the  event  of insolvency of
                   the Company, you will have the status  of  a  general
                   creditor.  The  Company has set aside funds in a grantor
                   trust to help it meet its benefit obligations under this
                   Plan and certain other Plans.  If the Company fails to meet
                   its funding commitments to the trust, an event  not presently
                   anticipated to occur, participants will, unless they elect
                   otherwise, be  entitled  to be paid by the Company the value
                   of their account balance.  This provision is in no way
                   intended to alter the status of this Plan as  an  unfunded
                   Plan of deferred  compensation.


              2.   No  After-Tax Contributions - Since the EXSIP is designed to
                   defer income taxes,  after-tax  contributions  are  not
                   available.  Therefore, any after-tax matched  contributions
                   into  the  qualified  Plan will be treated as before-tax
                   contributions  in  the  EXSIP  when limitations are
                   encountered in the qualified Plan.  All  Company  matching
                   contributions on such before-tax contributions to the  EXSIP
                   will be invested in the Vanguard funds that you have
                   specified in the qualified  Plan.

              3.   Final Distributions - Final distributions may be in the
                   form of annual  installment  payments  over  a  5 or 10 year
                   period provided you have attained  age  50 at the time of
                   your termination or retirement AND your payment election has
                   been on file for one year prior to the payment of your
                   benefits.  Otherwise,  only  a  lump-sum  payment  of  your
                   benefits is available.

              4.   Sale  of  Subsidiary  -  The  sale  of a subsidiary or
                   operating unit may trigger  a  final  distribution  of
                   each  affected participant's  account.

              5.   No  Loans  -  The  EXSIP  has  no  loan  provision.

              6.   Beneficiary  Designation  - You may designate a different
                   beneficiary for the  EXSIP  from  the  beneficiary  you
                   designate  for  the  qualified  SIP.

              7.   Prior  year  election  necessary  -  You  must  specify  your
                   percentage of participation in the EXSIP annually, prior to
                   the calendar year in which  contributions  are  made.  This
                   percentage cannot be changed or suspended during the calendar
                   year in which the deferrals are made.  (Compliance with this
                   IRS  rule  is  necessary  to  avoid  the  "constructive
                   receipt"  of  income.)


IV.     ADMINISTRATION

              1.   Account  balances can be obtained daily by calling the
                   Vanguard VOICE  network  at  1-800-523-1188.

              2.   You will  receive  a  quarterly  statement  showing  account
                   balance information  as  of  March  31,  June  30,
                   September 30 and  December  31.


V.     TAXES

              1.   Under  current  Federal and State tax rules, EXSIP benefits
                   are taxed  as  ordinary  income  in  the  year  of  payment.

              2.   The  elimination  of the taxable wage base ceiling for
                   purposes of the Medicare HI tax portion of FICA requires
                   that Medicare HI tax be withheld from  all compensation when
                   earned and not subject to a risk of forfeiture, even
                   if such compensation is deferred.  Accordingly, Medicare HI
                   tax will be withheld at a rate of 1.45% from your paycheck
                   with respect to any amounts contributed to the  EXSIP,  and
                   any  vested  matching  employer  contributions  regarding
                   such contributions,  in  the  month  such  contributions
                   are  earned  and  credited.