SPLIT DOLLAR AGREEMENT


     THIS  AGREEMENT  made  and  entered  into  this  ____________  day  of
____________,  19_____,  by  and  among  Ralston  Purina  Company,  a Missouri
corporation,  with its principal offices and place of business in the State of
Missouri  (the "Corporation"), [________________________ (the "Employee"), and
_____________________________________________,  Trustee  of  the _____________
Irrevocable Insurance Trust U/I/T dated ____________], 19_____ (the "Owner")],
or  [__________________  (the  "Employee"  and  "Owner")].

     WITNESSETH  THAT:

     WHEREAS,  the  Employee  is  employed  by  the  Corporation;

     WHEREAS, the Employee wishes to provide life insurance protection for his
family  in  the  event of his death and the death of his spouse or other named
insured  designated  by  the Employee (the "Second Insured") under a policy of
life  insurance  insuring  his  life  and  the life of the Second Insured (the
"Policy"),  which  is  described  in  Exhibit  A  attached  hereto and by this
reference  made  a  part  hereof, and which is being issued by Security Equity
Life  Insurance  Company  (the  "Insurer");

     WHEREAS,  the Corporation is willing to pay a portion of the premiums due
on  the  Policy  as  an  additional employment benefit for the Employee on the
terms  and  conditions  hereinafter  set  forth;  and

     WHEREAS,  the  Insurer  has  determined  that the Employee and the Second
Insured  satisfy  its  insurability  criteria;  and

     WHEREAS, the Owner is the owner of the Policy and, as such, possesses all
incidents  of  ownership  in  and  to  the  Policy;  and

     WHEREAS,  the  Corporation  wishes  to  have certain rights in and to the
Policy  collaterally  assigned  to  it  by  the  Owner, in order to secure the
repayment  of  the  amounts  which  it will advance toward the premiums on the
Policy;

     NOW, THEREFORE, in consideration of the mutual promises contained herein,
the  parties  hereto  agree  as  follows:

     1.          Purchase  Of  Policy.    The  Owner  has  purchased  or  will
                 --------------------
contemporaneously  purchase  the  Policy  from  the  Insurer in the total face
            -
amount of One Million Dollars ($1,000,000).  The parties hereto agree that the
Policy  shall  be subject to the terms and conditions of this Agreement and of
the  collateral  assignment  (the  "Assignment"),  as described in paragraph 5
hereof,  filed  with  the  Insurer  relating  to  the  Policy.

     2.         Ownership Of Policy.  The Owner shall be the sole and absolute
                -------------------
owner of the Policy and may exercise all ownership rights granted to the owner
thereof  by the terms of the Policy, except as otherwise provided herein or in
the  Assignment.

     3.         Policy Dividends. Any dividend declared on the Policy shall be
                ----------------
applied  to  increase  the cash value of the Policy.  The parties hereto agree
that  the  dividend  election  provisions  of  the Policy shall conform to the
provisions  hereof.

     4.          Payment  Of  Premiums.
                 ---------------------

          a.          Thirty  (30)  days  prior to the due date of each Policy
premium,  the  Insurer  shall  notify  the  Owner  of  the exact amount of its
required  payment of such Policy Premium, as determined in accordance with the
premium schedule provided by the Insurer set forth on Exhibit B, Survivor Life
Insurance Plan Projection, attached hereto and by reference made a part hereof
(the  "Premium  Schedule").    In no event shall the amount due from the Owner
result in the violation of the rules set forth in Section 7702 of the Internal
Revenue  Code  of  1986,  as  amended  (the "Code").  The Owner shall pay such
required  contribution  to  the  Insurer on or before the premium due date, or
within  the  grace  period  provided therein.  If the Owner fails to make such
timely payment, the Corporation, in its sole discretion, may elect to make the
Owner's portion of the premium payment which payment shall be recovered by the
Corporation  as  provided  herein.

          b.       On or before the due date of each Policy premium, or within
the  grace  period  provided therein, the Corporation shall pay to the Insurer
that  portion  of  the  premium  due  in accordance with the Premium Schedule.

     5.       Collateral Assignment Of Policy.  To secure the repayment to the
              -------------------------------
Corporation  of  the  total  amount  of  the premiums on the Policy paid by it
hereunder,  the  Owner shall execute and deliver to the Insurer the Assignment
pursuant  to which the Owner shall grant to the Corporation the limited rights
in  and  to  the  Policy  specified  therein.    The  Assignment  shall not be
terminated,  altered,  or  amended by the Owner without the written consent of
the  Corporation,  which  consent  shall  not  be  unreasonably withheld.  The
parties  hereto  agree to take all action necessary to cause the Assignment to
conform  to the provisions of this Agreement.  All rights in and to the Policy
not  granted to the Corporation by the Assignment or this Agreement, including
but  not  limited to the right to designate and change the beneficiary of that
portion of the Policy proceeds to which the Owner is entitled hereunder, shall
be  retained  by  the  Owner  subject  to  the  provisions  hereof, including,
specifically,  the  provisions of the last sentence of Paragraph 6 below.  The
Assignment is intended only to grant to the Corporation a security interest in
the  Policy  and this security interest shall not be interpreted in any way to
include  any  incidents  of ownership, except as provided in this Agreement or
the  Assignment.

     6.        Collection Of Death Benefits.  In the event of the death of the
               ----------------------------
survivor  of  the  Employee and the Second Insured prior to the termination of
this  Agreement  in  accordance with paragraph 7 hereof, the Corporation shall
have the unqualified right to receive a portion of the death benefits provided
under  the  Policy  equal to the total amount of premiums paid by it hereunder
(the  "Corporation's  Premium  Payment").    The balance of the death benefits
provided  under  the  Policy,  if  any,  shall  be  paid  directly  to  the
beneficiary(ies)  designated  by  the  Owner,  in the manner and in the amount
provided  in the beneficiary designation provision of the Policy.  In no event
shall  the  amount  payable  to  the  Corporation  hereunder exceed the Policy
proceeds  payable  at the death of the survivor of the Employee and his Second
Insured.    No  amount  shall  be  paid  from  such  death  benefits  to  the
beneficiary(ies)  designated  by  the  Owner  until  the  full  amount due the
Corporation  hereunder  has  been  paid.    The  parties hereto agree that the
beneficiary  designation  provision  of  the  Policy  shall  conform  to  the
provisions hereof, and the Owner shall perform each and every act necessary to
establish  the Corporation as a beneficiary of the Policy to the extent of the
Corporation's  Premium  Payment.

     7.          Termination  Of  Agreement.
                 --------------------------

          a.          Events  Of  Termination.  This Agreement shall terminate
                      -----------------------
[except  for  the  provisions  of  subparagraphs 8(a) and 8(b) hereof] without
notice  upon  the  first  to  occur  of any of the following events:  (1)  the
bankruptcy,  receivership,  or  dissolution  of  the  Corporation;  (2)  the
termination  of  the  Employee's employment with the Corporation or one of its
wholly-owned  subsidiaries  or  affiliates,  for  whatever  reason, including,
without  limitation,  the  sale  or other divestiture of any subsidiary of the
Corporation,  or  the  assets  of  any business unit, by which the Employee is
employed; (3) the retirement of the Employee on or after the attainment of age
55;  (4) the death of the Employee; (5) the failure of the Owner to timely pay
to  the  Insurer the Employee's portion of the premium, if any, due hereunder,
unless  the Corporation elects to make such payment on behalf of the Employee;
(6)  the  date on which the cash value of the Policy equals or exceeds the sum
of  (i)  the Corporation's Premium Payment, and (ii) the amount needed to fund
the  cost  of insurance as determined by the Insurer to maintain the Policy in
force  during  the  lives  of  the  Employee  and  Second Insured (the "Policy
Rollout");  (7) the expiration of fifteen (15) Policy years from the effective
date  of the Policy, or a greater number of Policy years as the parties hereto
may  mutually  agree;  or  (8) the modification of the tax laws, or in the IRS
interpretation  of  such laws, which adversely impact the tax effectiveness of
the  Agreement  for  the  Corporation,  the  Owner,  or  the  Employee.

          b.          Exception  To  Termination;  Cessation  Of Corporation's
                      --------------------------------------------------------
Premiums.    Notwithstanding  the  foregoing,  the  Corporation  in  its  sole
discretion  may  elect  not to terminate the Agreement upon the termination of
the Employee's employment, for whatever reason, or retirement of the Employee,
in  accordance  with  subparagraphs  7(a)(2)  or  (3), and, in such event, the
repayment  of the Corporation's Premium Payment in accordance with paragraph 8
shall not occur until the occurrence of any other event listed in subparagraph
7(a);  however, the Corporation's obligations set forth in paragraph 4 hereof,
including the obligation to pay any premiums with respect to the Policy as set
forth  in  the  Premium  Schedule,  shall  cease  upon  the termination of the
Employee's  employment,  for  whatever  reason, or retirement of the Employee.

          c.        Termination By Owner Or Employee.  Either the Owner or the
                    --------------------------------
Employee  may  terminate  this Agreement, while no premium under the Policy is
overdue,  by  written  notice  to  the other parties hereto.  Such termination
shall  be effective as of the date of mailing of the notice in accordance with
the  provisions  of  paragraph  15  hereof.

     8.        Repayment Of The Corporation Upon Termination Of The Agreement.
               --------------------------------------------------------------

          a.         Release Of Assignment.  Within thirty (30) days after the
                     ---------------------
date  of  the  termination  of  this  Agreement in accordance with paragraph 7
hereof,  the Owner shall obtain the release of the Assignment of the Policy to
the  Corporation.   The Owner may exercise all ownership rights granted to the
Owner  thereof  by  the terms of the Policy.  Such release shall be given upon
the  Corporation's  receipt  of  the  Corporation's  Premium  Payment by (i) a
withdrawal  of the cash value of the Policy equal to the Corporation's Premium
Payment;  provided,  however, if the cash value of the Policy is less than the
Corporation's  Premium  Payment,  the provisions of subparagraphs 8(b) or 8(c)
hereof  shall  apply;  or  (ii)  a  payment  by  the Owner or the Employee, in
immediately  available  U.S.  funds,  to  the Corporation in the amount of the
Corporation's  Premium Payment.  Upon release of the Assignment of the Policy,
neither  the  Corporation  nor its respective successors or assigns shall have
any  further  interest  or rights in and to the Policy, either under the terms
thereof  or  under  this  Agreement.

          b.        Reimbursement/Forfeiture.  If the Agreement terminates for
                    ------------------------
any reason other than the involuntary termination of the Employee's employment
or  Policy  Rollout,  in accordance with subparagraph 7a, hereof, and the cash
value  of  the  Policy  is  less  than the amount of the Corporation's Premium
Payment  due  the  Corporation  in accordance with subparagraph 8a hereof, the
Owner or the Employee shall pay to the Corporation, within 30 days thereafter,
in  immediately  available  U.S.  funds,  such  difference  in amount, and the
Corporation  shall  release  the  Assignment  of  the  Policy  as set forth in
subparagraph  8a  hereof.  If the Owner or the Employee fail to timely pay the
Corporation  such  amount,  the  Owner  promptly  shall  execute  any  and all
instruments  required  to  vest  ownership  of  the Policy in the Corporation.
Neither  the Owner nor any Policy beneficiary designated by the Owner prior to
the termination of the Agreement shall thereafter have any further interest in
the Policy, and the Owner and the Corporation will be deemed to have satisfied
all  of  their  respective  obligations  hereunder.

          c.          Involuntary  Termination.    In  the event the Agreement
                      ------------------------
terminates  as  a  result  of  the  involuntary  termination of the Employee's
employment,  and  the  cash value of the Policy is less than the amount of the
Corporation's Premium Payment due the Corporation in accordance with paragraph
8(a)  hereof,  the  Corporation  shall  be  entitled to an amount equal to the
product  resulting  when  the  cash  value  of  the  Policy is multiplied by a
fraction, the numerator of which is the Corporation's Premium Payment, and the
denominator  of  which  is  the  aggregate  amount  of  premiums  paid  by the
Corporation  and  by  the  Owner.

          d.         Death Of Employee.  In the event the Agreement terminates
                     -----------------
upon  the  death  of the Employee prior to the Second Insured, the Corporation
may  in its sole discretion, pay to the Second Insured, or to the Owner of the
Policy,  an  amount  needed to fund the cost of insurance as determined by the
Insurer  until  Policy  Rollout.

     9.          Change  Of  Control
                 -------------------

          a.          Assignment  To  Trustee.    In the event of a "Change of
                      -----------------------
Control",  as  defined  in  subparagraph c herein, prior to the termination of
this  Agreement  in  accordance  with paragraph 8 hereof, the Trust Agreement,
dated  as  of  September 15, 1994 between the Corporation and Wachovia Bank of
North  Carolina,  N.A.,  shall  become the assignee of the Assignment, and the
terms  of  the  Assignment  shall  so  conform  to  this  provision.

          b.          Sale  Of  Business.    Notwithstanding the provisions of
                      ------------------
Paragraph  7  hereof,  in  the event the Employee ceases to be employed by the
Corporation  or  one  of its subsidiaries or affiliates due to a sale or other
disposition of a subsidiary or other business unit of the Corporation by which
the  Employee  is  employed,  the  Corporation may elect not to terminate this
Agreement,  but  may  assign  this  Agreement,  in its sole discretion, to the
acquiror  of  the  subsidiary  or other business unit, and the Employee hereby
consents to such assignment.  In such event, the Corporation shall be relieved
of  all  of  its  obligations  hereunder.

          c.        Definitions.  For purposes of this Agreement, a "Change of
                    -----------
Control"  shall be deemed to occur upon the acquisition by any person, entity,
or  group,  within  the  meaning  of  Sections  13(d)(3)  or  14(d)(2)  of the
Securities  Exchange Act of 1934 (the "Exchange Act"), of beneficial ownership
(within the meaning of Rule 13d-3 promulgated under the Exchange Act) of fifty
percent  (50%)  or  more of the then outstanding shares of common stock of the
Corporation,  other  than  acquisitions  by  the  Corporation  or  any  of its
Affiliates  or  any  employee  benefit  plan  of the Corporation or any of its
Affiliates;  or  any  entity  holding  common  stock of the Corporation for or
pursuant  to  the  terms  of any such plan; or the cessation of the Continuing
Directors  to constitute, for any reasons, at least a majority of the Board of
Directors  of  the  Corporation.

               As  used  herein,  "Affiliate"  shall  mean,  with respect to a
specified  person,  group,  or  entity,  a person that directly or indirectly,
through one or more intermediaries, controls, or is controlled by, or is under
common  control with, the person specified.  "Continuing Directors" shall mean
any  member  of the Board of Directors of the Corporation, as of September 26,
1996,  while  such  person  is  a  member  of  the Board of Directors, and any
successor  of  a  Continuing Director, while such successor is a member of the
Board  of  Directors,  who is recommended or elected to succeed the Continuing
Director  by  at  least  two-thirds  (2/3) of the Continuing Directors then in
office.

     10.     Discharge Of Insurer.  The Insurer shall be fully discharged from
             --------------------
its obligations under the Policy by payment of the Policy death benefit to the
beneficiary(ies)  named  in the Policy, subject to the terms and conditions of
the  Policy.    In  no  event  shall the Insurer be considered a party to this
Agreement,  or  any  modification  or  amendment hereof.  No provision of this
Agreement,  nor  of  any modification or amendment hereof, shall in any way be
construed  as  enlarging,  changing,  varying,  or  in  any  way affecting the
obligations of the Insurer as expressly provided in the Policy, except insofar
as  the  provisions  hereof  are  made a part of the Policy by the Assignment.

     11.          Named  Fiduciary  And  Claims  Procedure
                  ----------------------------------------

          a.          Prior  to a Change of Control, the Corporation is hereby
designated  as  the  named  fiduciary  under this Agreement; after a Change of
Control,  the trustee of the Trust Agreement described in subparagraph 9(a) is
designated  as such named fiduciary.  The named fiduciary shall have authority
to  control and manage the operation and administration of this Agreement, and
it shall be responsible for establishing and carrying out a funding policy and
method  consistent  with  the  objectives  of  this  Agreement.

          b.      The named fiduciary shall make all determinations concerning
rights  to benefits under this Agreement.  Any decision by the named fiduciary
denying  a  claim by the Owner or a beneficiary shall be stated in writing and
delivered or mailed to the Owner or such beneficiary.  Such decision shall set
forth  the  specific  reasons for the denial, written to the best of the named
fiduciary's  ability  in  a manner calculated to be understood by the Owner or
beneficiary.    In  addition,  the  named  fiduciary shall afford a reasonable
opportunity to the Owner or such beneficiary for a full and fair review of the
decision  denying  such  claim.

     12.          Limitations  On  Corporation's And Owner's Rights In Policy.
                  -----------------------------------------------------------

          a.          Except as otherwise provided herein, the Owner shall not
sell,  assign,  transfer,  borrow  against,  surrender,  or cancel the Policy,
change  the  beneficiary  designation  provision  thereof  with respect to the
proceeds due the Corporation as provided hereunder, nor terminate any dividend
election  or  death  benefit  option  thereof  without,  in any such case, the
express  written  consent  of the Corporation.  The Owner and the Employee may
not  transfer  or  assign  any of their respective rights or obligations under
this  Agreement,  except  by  express  written  consent  of  the  Corporation.

          b.          The  Corporation  may  not transfer or assign any of its
interest  in  the  Policy or its rights or obligations under this Agreement to
any  person  or  entity  other than the Owner or the Insurer except by express
written  consent  of the Owner, or as provided under this Agreement; provided,
however,  the  Corporation may so transfer or assign such interest, rights, or
obligations  to  any  successor  by  reason of merger, consolidation, or other
corporate  reorganization  provided  that such successor in interest agrees in
writing  to  be  bound  by  the  terms  and  provisions  of  this  Agreement.

          c.     In no event shall the Corporation, the Owner, or the Employee
undertake  any  action  with  respect  to the Policy which would result in the
Policy  becoming  a  Modified  Endowment  Contract, as defined in Code Section
7702A.

     13.          Amendment.    This Agreement may not be amended, altered, or
                  ---------
modified,  except  by  a  written  instrument signed by the parties hereto, or
their  respective  successors  or assigns, and may not be otherwise terminated
except  as  provided  herein.

     14.          Binding Agreement.  This Agreement shall be binding upon and
                  -----------------
inure to the benefit of the Corporation and its successors and assigns and the
Employee, the Owner, and their respective successors, assigns, heirs, personal
representatives,  administrators,  and  beneficiaries.

     15.      Notice.  Any notice, consent, or demand required or permitted to
              ------
be given under the provisions of this Agreement shall be in writing, and shall
be signed by the party giving or making the same.  If such notice, consent, or
demand  is  mailed  to  a  party  hereto,  it  shall  be sent by United States
certified  mail, postage prepaid, addressed to such party's last known address
as shown on the records of the Corporation.  The date of such mailing shall be
deemed  the  date  of  notice,  consent,  or  demand.

     16.       Gender/Number.  Any reference to masculine or singular, herein,
               -------------
shall  imply  the  feminine  or  plural,  as  appropriate.

     17.         Governing Law.  This Agreement, and the rights of the parties
                 -------------
hereunder,  shall  be governed by and construed in accordance with the laws of
the  State  of  Missouri.

     IN WITNESS WHEREOF, the parties hereto have executed this agreement as of
the  date  and  year  first  above  written.


     RALSTON  PURINA  COMPANY



     By:          ____________________________
                   C.  S.  Sommer
                   Vice  President,  Administration
                   "Corporation"


ATTEST:

________________________
Secretary


          ____________________________
                           "Employee"



          ____________________________
                              "Owner"


H:\RCW\WINWORD\PRCW101B.DOC

<PAGE>
                                   EXHIBIT A
                                   ---------





     The  following  life  insurance  policy  is subject to the attached Split
Dollar  Agreement:


Insurer          _____SECURITY  EQUITY_________________
                   

First  Insured          _______________________________________

Second  Insured          _______________________________________

Policy  Number          _______________________________________

Face  Amount          _____$1,000,000_________________________
                  

Date  of  Issue          _______________________________________


<PAGE>
                                    Page 2

     WHEREAS, the Owner is the owner of the Policy and, as such, possesses all
incidents  of  ownership  in  and  to  the  Policy;  and

     WHEREAS,  the  Corporation  wishes  to  have certain rights in and to the
Policy  collaterally  assigned  to  it  by  the  Owner, in order to secure the
repayment  of  the  amounts  which  it will advance toward the premiums on the
Policy;

     NOW, THEREFORE, in consideration of the mutual promises contained herein,
the  parties  hereto  agree  as  follows:

     1.          Purchase  Of  Policy.    The  Owner  has  purchased  or  will
                 --------------------
contemporaneously  purchase  the  Policy  from  the  Insurer in the total face
            -
amount  of  Ten  Million Dollars ($10,000,000).  The parties hereto agree that
the  Policy shall be subject to the terms and conditions of this Agreement and
of  the  collateral assignment (the "Assignment"), as described in paragraph 5
hereof,  filed  with  the  Insurer  relating  to  the  Policy.

     2.         Ownership Of Policy.  The Owner shall be the sole and absolute
                -------------------
owner of the Policy and may exercise all ownership rights granted to the owner
thereof  by the terms of the Policy, except as otherwise provided herein or in
the  Assignment.

     3.         Policy Dividends. Any dividend declared on the Policy shall be
                ----------------
applied  to  increase  the cash value of the Policy.  The parties hereto agree
that  the  dividend  election  provisions  of  the Policy shall conform to the
provisions  hereof.


<PAGE>
                                   EXHIBIT A
                                   ---------

    The  following  life  insurance  policy  is subject to the attached Split
Dollar  Agreement:


Insurer          _____SECURITY  EQUITY_________________
                      
First  Insured          _______________________________________

Second  Insured          _______________________________________

Policy  Number          _______________________________________

Face  Amount          _____$10,000,000________________________
                      

Date  of  Issue          _______________________________________




ex10xvix.doc