VOLUNTARY ENHANCED RETIREMENT OFFER
            FOR CERTAIN CORPORATE EMPLOYEES OF RALSTON PURINA COMPANY


ELIGIBILITY
-----------

The following are eligible to participate in the VERO, subject to any conditions
set  forth  below:
(a)     Subject to the eligibility provisions below, individuals who were on the
Corporate  payroll  as  regular  employees  as  of  May 31, 1998 (other than the
co-Chief  Executive  Officers of Ralston Purina Company), who will have attained
age  fifty  two  (52)  and will have completed ten (10) years of Company service
credit  by  September 30, 1999 ("Corporate Employees").  This shall include, but
not  be  limited to, individuals who retired after May 31, 1998, and met the age
and  service  criteria  as  of the date of their retirement, but such retirement
occurred  before  the  date  the  program  was  officially announced to eligible
employees.
(b)     Corporate Employees who have executed a separation agreement or who have
been  offered a separation agreement that has not yet been executed are eligible
to  accept  the  VERO  only  in  lieu of, and not in addition to, the separation
agreement.
(c)        Employees who were on long-term disability leave on May 31, 1998, who
meet  the  age  and service criteria in (a) above, and who were on the Corporate
payroll  as  of  their  last  day  worked.  For purposes of this definition, the
period  of  service  shall  include  the  period  of  disability.
(d)      Any employee in the St. Louis general offices who is represented by one
of  the  following bargaining units to the extent that participation in the VERO
has  been  negotiated  between  the bargaining representative and Ralston Purina
Company:

Service  Employees  International  Union,  Local  50
International  Brotherhood  of  Electrical  Workers,  Local  No.  1
Painter  Local  Union  980
Carpenters  District  Council  of  St.  Louis
Teamsters  Union  Local  No.  610
International  Union  of  Operating  Engineers,  Local  No.  2

Notwithstanding  the  foregoing,  the following employees shall be excluded from
the  VERO:

(a)    Employees  of  the  CheckMark  division  as  of  May  31,  1998,  and
(b)  Employees  of any other division, subsidiary or affiliate of Ralston Purina
Company  who were placed on the Corporate payroll solely to effectuate the terms
of  a  separation  agreement.

ELECTION  AND  WINDOW  PERIODS
------------------------------

Eligible  employees  must  elect  to  accept  or  decline the VERO no later than
forty-five  (45) days from the date on which the VERO is made available to them,
or  such additional time as is authorized by the Vice President, Administration.
Employees who elect VERO shall retire on or after January 4, 1999, but not later
than  January  3, 2000.  In no event shall an eligible employee retire under the
VERO  prior  to  reaching  age  fifty  two (52) and completing ten (10) years of
Company  service.    In  exceptional circumstances, the retirement window period
may,  at  the  discretion  of management and in compliance with Internal Revenue
Service  regulations,  be  extended  a  short  period  based upon the reasonable
business  needs  of  the  Company.

RETIREMENT  PLAN  ENHANCEMENT
-----------------------------

The pension formulas applicable to VERO participants shall be enhanced by adding
the  equivalent  of  three  years to the Company service credit earned as of the
date  the  employee  is  terminated  from  the  payroll,  and three years to the
employee's  age  as  follows:

-         Final Average Pay Formula:  Final Average Earnings shall be determined
          -------------------------
prior  to adding the enhancement for credited service.  In no event will Company
service  credit,  including  the  enhancement, be greater than forty (40) years.
Reduction  factors used to determine the participant's benefit shall reflect the
additional  years  of  age.

-      Account Option Formula:  Final Average Earnings shall be determined prior
       -----------------------
to  adding  the  enhancement  for  credited service.  There is no cap on service
credit  under  this  formula.    The  resulting  account  balance  shall then be
converted  to  an annuity calculated based on the enhanced age, which results in
increased  monthly  payments over a deemed shorter life expectancy.  If the lump
sum  is  chosen  by  the  participant,  the  resulting increased annuity is then
converted back to a lump sum, determined as though the annuity payments are paid
over  a  longer  life  expectancy  based  on  actual  age.

-          Career  Average  Formula:   The employee's last full calendar year of
           ------------------------
earnings  shall  be used and shall be determined prior to adding the three years
      -
of benefit accrual.  There is no cap under this formula.  Reduction factors used
to  determine  the  participant's  benefit shall reflect the additional years of
age.

Any  eligible  employees who retired after May 31, 1998 but prior to the program
announcement shall only be entitled to have their retirement benefits calculated
in  accordance  with  the  pension  formula  in  effect  at  the  date  of their
retirement.

VERO participants will be permitted to begin receiving their benefit as early as
age  fifty  two  (52).    This change is necessary only for those subject to the
Final  Average  Pay  and Career Average formulas since the Account Option allows
participants  to  take  their  benefit  upon  termination  regardless  of  age.

VERO  participants  will  receive an additional pension benefit, payable in such
form  as  permitted  under  the Retirement Plan, equal in value to a single life
annuity  of  $275  each  month.

SEVERANCE  PAY  PLAN  ENHANCEMENT
---------------------------------

Termination  benefits  will  be  paid  equal  to  six  (6)  weeks' salary at the
employees'  regular  or  hourly  rate as of the date of the employees' scheduled
termination  date.

RETIREE  HEALTH
---------------

Eligible  employees  who  retire  under  VERO prior to reaching age 55 may elect
retiree  health  coverage  under  the  Purina  Comprehensive  Health  Plan.  The
Executive  Health  Plan  shall  be  amended to offer retiree medical coverage to
those  who  participated  in  the Executive Plan as active employees, contingent
upon  enrolling  in,  and paying applicable premiums for, retiree coverage under
the  Comprehensive  Health  Plan.

The  Company  subsidy  for  retiree medical premiums shall be increased for each
VERO  participant who was entitled to a subsidy as of January 1, 1989, by adding
to  their  service  as  of  their  termination  date  the  lesser  of:

a)  three  (3)  years  of  service,  or
b) the number of years necessary to reach a maximum of twenty-five (25) years of
service.

DEFERRED  COMPENSATION  PLAN  FOR  KEY  EMPLOYEES
-------------------------------------------------

The  terms of the Fixed Benefit Option ("FBO") of the Deferred Compensation Plan
for  Key  Employees  shall  be amended to provide that participants who have not
attained  age  55 as of their termination under the VERO shall be treated in the
same  manner  as  an  employee  who is involuntarily terminated prior to age 55.

ANNUAL  BONUS  PLAN
-------------------

A  VERO  participant who is bonus eligible and terminates prior to September 30,
1999,  will  be  entitled  to  a pro-rata portion of his or her target bonus for
fiscal  year  1999.    A  VERO  participant who is bonus eligible and terminates
between  September 30, 1999, and January 3, 2000, will be entitled to his or her
actual  fiscal  year  1999  bonus,  as  well as a pro-rata portion of his or her
target  bonus  for  fiscal  year  2000.