DATE SENSITIVE
                                RESPONSE REQUIRED





DATE


NAME
ADDRESS
ADDRESS


Dear  ________:

I  am  enclosing  for  your review three election forms related to your director
compensation  and  benefits.  Each is date sensitive, with the first item having
the  earliest  deadline.  A  brief  explanation  of  each  follows.


FIXED  BENEFIT  OPTION  ELECTION.  RESPONSE  DUE  12/17/99.
                                   -----------------------
At  the  November  Board meeting, an amendment to the Deferred Compensation Plan
for  Non-Management  Directors  was approved which, under certain circumstances,
permits  benefits under the Fixed Benefit Option to be paid in a lump sum rather
than  in  the  form  of  an  annuity.  To  recap  that  amendment, the lump sum:

-     must  be  elected no later than 12/17/99 to be effective with respect to a
change in control and retirement within the next year; elections after that date
will  not  be  effective unless submitted at least one year prior to a change in
control  and  termination  from  the  Board;

-     is  available  only  upon  your  retirement  after  a change in control of
                                                   -----
Ralston  Purina;

-     will  be  computed  using  a  discount  rate equal to the thirty-year U.S.
Treasury  bond yield published on (or, if applicable, first published after) the
date  of  the  change  in  control;  and

-     for  those  directors who are under age 70 at the time of retirement, will
be  calculated  with  no  actuarial  reduction  in  benefit.

<PAGE>


November  30,  1999
Page  2



Additional  details  are  included in the election form attached to this letter.

CALENDAR  YEAR  2000  DEFERRALS.  RESPONSE  DUE  12/31/99.
                                  ------------------------
Under the Company's Deferred Compensation Plan for Non-Management Directors, you
may  defer  all  or any part of the fees and retainer you will earn in 2000 into
the  Equity  Option and/or Variable Interest Options.  Your request for deferral
must  be  received  by  the  Company  on  or  before  December  31,  1999.

Accordingly,  enclosed  are  two copies of an Election Form relating to any fees
and  retainer  which  would  be  paid from January 1, 2000, through December 31,
2000.  Please complete and return one copy to me.  You may retain the other copy
for  your files.  If you do not wish to defer, please mark the box indicating no
deferral.  Your  earnings  will  then  be paid in cash at the end of each month.

TRANSFERS  OF  PREVIOUS  DEFERRALS.  RESPONSE  DUE  1/31/00.
                                     -----------------------
You  may  elect  to  transfer  amounts  previously deferred in the Equity and/or
Variable  Interest  accounts,  in  accordance  with  Section 2.1(a) of the Plan.
These transfers are available only with respect to amounts deferred for at least
one  year;  are limited to transfers between the Equity Account and the Variable
Interest Account; and do not apply to Company Matching Deferrals or to the Fixed
Benefit  Option.  Your  election to transfer will be effective February 1, 2000.

You  may  transfer  deferrals  among  currently  established accounts or from an
established  account  to  a new account.  Subject to the limits described in the
preceding  paragraph,  you  may  effect  a transfer in the following manner:  1)
transfer  a  specific  dollar  amount;  2)  transfer  a specific number of share
equivalents;  or 3) transfer a specific percentage of the account (5% to 100% of
transferable  amounts).

If  you  decide to transfer previous deferrals to or from an Equity Account, the
market  value of the stock on the date of transfer will be used.  "Market Value"
means  the  average  of  the closing prices of such stock as reported to the New
York Stock Exchange-Composite Transactions during the ten trading days preceding
the  transfer  date.  Variable  Interest  Accounts  earn  interest  based on the
average daily prime rates as established by Morgan Guaranty Trust Company of New
York.  The  current  prime  rate  is  8.50%.

<PAGE>


November  30,  1999
Page  3



If  you would like to direct a transfer between your account(s), please complete
and  return one copy of the enclosed Deferral Transfer Form.  You may retain the
other  copy  for your files.  Please note that only one transfer may be made per
form.  If  you  need  additional  forms,  please  call  me.

Please  fax  the  completed form(s) to (314) 982-1288, then mail the original in
the  enclosed  self-addressed, stamped envelope.  Please feel free to call me if
you  have  any  questions.

Very  truly  yours,





Enclosures

<PAGE>
                                 DATE SENSITIVE
                                RESPONSE REQUIRED





DATE


NAME
ADDRESS
ADDRESS

Dear  _________:

I  am  enclosing  for  your  review  two election forms related to your director
compensation  and  benefits.  Each is date sensitive, with the first item having
the  earlier  deadline.  A  brief  explanation  of  each  follows.

CALENDAR  YEAR  2000  DEFERRALS.  RESPONSE  DUE  12/31/99.
                                  ------------------------
Under the Company's Deferred Compensation Plan for Non-Management Directors, you
may  defer  all  or any part of the fees and retainer you will earn in 2000 into
the  Equity  Option and/or Variable Interest Options.  Your request for deferral
must  be  received  by  the  Company  on  or  before  December  31,  1999.

Accordingly,  enclosed  are  two copies of an Election Form relating to any fees
and  retainer  which  would  be  paid from January 1, 2000, through December 31,
2000.  Please complete and return one copy to me.  You may retain the other copy
for  your files.  If you do not wish to defer, please mark the box indicating no
deferral.  Your  earnings  will  then  be paid in cash at the end of each month.

TRANSFERS  OF  PREVIOUS  DEFERRALS.  RESPONSE  DUE  1/31/00.
                                     -----------------------
You  may  elect  to  transfer  amounts  previously deferred in the Equity and/or
Variable  Interest  accounts,  in  accordance  with  Section 2.1(a) of the Plan.
These transfers are available only with respect to amounts deferred for at least
one  year;  are limited to transfers between the Equity Account and the Variable
Interest Account; and do not apply to Company Matching Deferrals or to the Fixed
Benefit  Option.  Your  election to transfer will be effective February 1, 2000.

You  may  transfer  deferrals  among  currently  established accounts or from an
established  account  to  a new account.  Subject to the limits described in the
preceding  paragraph,  you  may  effect  a transfer in the following manner:  1)
transfer  a  specific  dollar  amount;  2)  transfer  a specific number of share
equivalents;  or 3) transfer a specific percentage of the account (5% to 100% of
transferable  amounts).

<PAGE>


November  30,  1999
Page  2



If  you  decide to transfer previous deferrals to or from an Equity Account, the
market  value of the stock on the date of transfer will be used.  "Market Value"
means  the  average  of  the closing prices of such stock as reported to the New
York Stock Exchange-Composite Transactions during the ten trading days preceding
the  transfer  date.  Variable  Interest  Accounts  earn  interest  based on the
average daily prime rates as established by Morgan Guaranty Trust Company of New
York.  The  current  prime  rate  is  8.50%.

If  you would like to direct a transfer between your account(s), please complete
and  return one copy of the enclosed Deferral Transfer Form.  You may retain the
other  copy  for your files.  Please note that only one transfer may be made per
form.  If  you  need  additional  forms,  please  call  me.

Please  fax  the  completed form(s) to (314) 982-1288, then mail the original in
the  enclosed  self-addressed, stamped envelope.  Please feel free to call me if
you  have  any  questions.

Very  truly  yours,




Enclosures

<PAGE>
TO:  SECRETARY
     RALSTON  PURINA  COMPANY
     CHECKERBOARD  SQUARE  -  9T
     ST.  LOUIS,  MO  63164


                                  ELECTION FORM

Regarding  the  Ralston  Purina  Company  Deferred  Compensation  Plan  for
Non-Management  Directors,  please execute my request as follows with respect to
any  Director  fees and retainer which may be payable to me through December 31,
2000:

[  ]     DEFERRAL  OF  FEES  AND  RETAINER  PAYABLE  THROUGH  DECEMBER 31, 2000.
         -----------------------------------------------------------------------
(All or a portion may be deferred.  Any part not deferred will be paid in cash.)

     As  to  any  such  fees  and  retainer  payable  (Fill in one blank only.):

          Defer  _____%;  OR

          Defer  all  up  to  $__________;  OR

          Defer  all  in  excess  of  $__________;  OR

          Defer  _____%  in  excess  of  $__________.

     As  to  the  amount  deferred,  allocate:
(100%  may  go  to  any  Account  or  be  divided  as  follows.)

          To  the  EQUITY  OPTION               _____%

          To  the  VARIABLE  INTEREST  OPTION          _____%

[  ]     NO  DEFERRAL.
         -------------
(Please check here only if you are not requesting any deferral above and wish to
be  paid  in  cash  after  the  end  of  each  month.)





DATE  SIGNED                         SIGNATURE


            PLEASE RETURN THIS FORM NO LATER THAN DECEMBER 31, 1999.



<PAGE>
TO:  SECRETARY
     RALSTON  PURINA  COMPANY
     CHECKERBOARD  SQUARE  -  9T
     ST.  LOUIS,  MO  63164


                             DEFERRAL TRANSFER FORM

Please  submit my request as follows with respect to amounts which are available
for  transfer  in  accordance  with  the  Deferred  Compensation  Plan  for
Non-Management  Directors.

CHECK  ONE  ITEM  EACH  BELOW:
------------------------------


TRANSFER:
---------

     ______  FROM  *EQUITY  ACCOUNT  TO  VARIABLE  INTEREST  ACCOUNT.
               *Excludes  Company  Matching  Deferrals and amounts deferred less
     than  one  year

     ______  FROM  VARIABLE  INTEREST  ACCOUNT  TO  EQUITY  ACCOUNT


AMOUNT  TO  TRANSFER:
---------------------

               ($)  Dollars

               Share  Equivalents

               %  of  Account  (5%  to  100%)

                    TRANSFERS ARE EFFECTIVE FEBRUARY 1, 2000.
                 NO CHANGES MAY BE MADE AFTER JANUARY 31, 2000.




DATE  SIGNED                         SIGNATURE


             PLEASE RETURN THIS FORM NO LATER THAN JANUARY 31, 2000.



<PAGE>
                         DEFERRED COMPENSATION PLAN FOR
                         ------------------------------
                            NON-MANAGEMENT DIRECTORS
                            ------------------------

                   FIXED BENEFIT OPTION ("FBO") ELECTION FORM
                   ------------------------------------------



PARTICIPANT  NAME  (PLEASE PRINT)                       SOCIAL SECURITY NUMBER

                                            SINGLE         MARRIED

ADDRESS                                         MARITAL STATUS


CITY                                        DATE


PARTICIPANT  SIGNATURE


This  election  option  form  allows  you to  elect to receive your FBO benefits
under  the Deferred Compensation Plan for Non-Management Directors in a lump sum
distribution  IN THE EVENT OF A CHANGE IN CONTROL OF THE COMPANY AND TERMINATION
FROM  THE  BOARD  OF DIRECTORS. Because of IRS rules, an election for a lump-sum
distribution  will  be effective ONLY if: (i)  SUCH ELECTION IS MADE BY DECEMBER
17,  1999  OR  (ii)  A  LUMP  SUM  PAYMENT  IS MADE AT LEAST ONE YEAR AFTER SUCH
ELECTION  IS  IN PLACE.  If neither of these requirements is satisfied, your FBO
benefit  will  be  paid in equal monthly installments over your lifetime, with a
guarantee  of  180  monthly  installment payments. If you should die before your
benefits  start and before the occurrence of a Change in Control and termination
from the Board, and an effective lump sum election is in place, your beneficiary
will be entitled to a lump sum payment ONLY if a Change of Control occurs within
60  days  of  your  death.

AN  ELECTION  FOR  A  LUMP  SUM  MAY  BE  CHANGED  AT  ANY TIME, BUT WILL NOT BE
EFFECTIVE  IF  MADE  LESS  THAN  ONE  YEAR  PRIOR  TO  A  CHANGE  IN  CONTROL.


<PAGE>

1.          I elect to receive my FBO benefits in the form of a lump sum payment
upon  the occurrence of a Change in Control and my termination from the Board of
Directors.  I  UNDERSTAND  THAT  THE LUMP SUM PAYMENT OF MY FBO BENEFITS WILL BE
COMPUTED  USING A RATE EQUAL TO THE 30 YEAR TREASURY BOND YIELD IN EFFECT ON THE
DATE OF THE CHANGE OF CONTROL.  A lump-sum distribution can be made only if this
form  is  returned  by December 17, 1999 OR submitted at least one year prior to
the  occurrence  of  a  Change  in  Control  and  termination  from  the  Board.


2.      I  do  not  elect  to  receive my FBO benefits in the form of a lump sum
payment  upon  the occurrence of a Change in Control and my termination from the
Board  of  Directors.

THIS  FORM  APPLIES  ONLY TO YOUR FBO BENEFITS UNDER THE RALSTON PURINA DEFERRED
COMPENSATION  PLAN  FOR  NON-MANAGEMENT DIRECTORSTHE DEFERRED COMPENSATION PLAN
FOR  NON-MANAGEMENT  DIRECTORS  IS  A 'NON-QUALIFIED' PLAN AND THEREFORE BENEFIT
PAYMENTS  ARE  NOT  SUBJECT  TO  CERTAIN  FAVORABLE  TAX  TREATMENT  PROVIDED TO
QUALIFIED  PLAN  PAYMENTS.  PLEASE  CONSULT  YOUR TAX ADVISOR BEFORE COMPLETING.