NON-QUALIFIED STOCK OPTION AGREEMENT
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     RALSTON  PURINA  COMPANY  (the  "Company"),  effective  September 23, 1999,
grants  this  Non-Qualified  Performance  Stock  Option to ______("Optionee") to
purchase  a  total of 2,500 shares of Common Stock of the Company ("Stock") at a
price of $____ per share pursuant to its 1999 Incentive Stock Plan (the "Plan").
Subject  to  the  provisions  of  the Plan and the following terms, Optionee may
exercise  this  Option  from  time  to  time by tendering to the Company written
notice  of  exercise  together  with the purchase price in cash, or in shares of
Stock which have been held by Optionee at least six months, at their Fair Market
Value  as  determined  by  the  Board,  or  both.

1.     Normal  Exercise.  This  Option becomes exercisable on September 23, 2001
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and remains exercisable through September 22, 2009, unless Optionee is no longer
serving  as  a  Director of the Company, in which case the Option is exercisable
only  in  accordance  with  the  provisions  of  paragraph  3  below.

2.     Acceleration.  Notwithstanding  the  above,  any  shares  not  previously
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forfeited  under  this  Option  will  become fully exercisable before the normal
exercise  date set forth in paragraph 1 hereof upon the occurrence of any of the
following  events  while  Optionee  is  serving  on  the  Board:

a.     Death  of  Optionee;

b.     Declaration  of  Optionee's  total  and  permanent  disability;

c.     Retirement,  resignation or other termination from the Board of Directors
of  the  Company;  or

d.     Change  of  Control  of  the  Company.

3.     Exercise  After Certain Events.  Upon the occurrence of any of the events
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described  below, any shares that are exercisable on the date of such occurrence
shall  remain exercisable during the period stated below, but, in any event, not
later  than  September  22,  2009:

a.     Upon  Optionee's  retirement,  resignation  or other termination from the
Board of Directors, declaration of total and permanent disability or death, such
shares  that  are exercisable shall remain exercisable for five years after such
event;

b.     When,  prior  to  a  Change  of  Control, there has been a declaration of
forfeiture  pursuant  to  Section  IV  of  the  Plan because Optionee engages in
competition  with  the  Company  or  an  Affiliate,  or  Optionee engages in any
activity  or  conduct  contrary  to  the  best  interests  of the Company or any
Affiliate,  such  shares  that are then exercisable shall remain exercisable for
seven  days  after  such  declaration;  or

c.     After  a  Change  of Control, if Optionee engages in competition with the
Company or an Affiliate, or Optionee engages in any activity or conduct contrary
to the best interests of the Company or any Affiliate, such shares that are then
exercisable shall remain exercisable for seven days after a declaration that any
of  such  events  has  occurred.

4.     Forfeiture.  Prior  to  a  Change  of  Control, this Option is subject to
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forfeiture  for  the  reasons set forth in Section IV.A. 3 or 4 of the Plan.  If
there  is  a declaration of forfeiture, those shares that are exercisable at the
time of the declaration may be exercised as set forth in paragraph 3 hereof; and
all  other  shares  are  forfeited.

5.     Definitions.  Unless otherwise defined in this Non-Qualified Stock Option
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Agreement, defined terms used herein shall have the same meaning as set forth in
the  Plan.

"Change  of  Control"  shall  occur  when  (i)  a  person,  as defined under the
securities laws of the United States, acquires beneficial ownership of more than
50%  of  the outstanding voting securities of the Company; or (ii) the directors
of the Company immediately before a business combination between the Company and
another  entity,  or  a proxy contest for the election of directors, shall, as a
result  thereof, cease to constitute a majority of the Board of Directors of the
Company  or  any  successor  to  the  Company.

6.     Severability.  The invalidity or unenforceability of any provision hereof
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in  any  jurisdiction  shall  not  affect  the validity or enforceability of the
remainder hereof in that jurisdiction, or the validity or enforceability of this
Option,  including  that  provision,  in  any other jurisdiction.  To the extent
permitted  by  applicable law, the Company and Optionee each waive any provision
of law that renders any provision hereof invalid, prohibited or unenforceable in
any  respect.  If  any  provision of this Option is held to be unenforceable for
any  reason,  it  shall be adjusted rather than voided, if possible, in order to
achieve  the  intent  of  the  parties  to  the  extent  possible.



ACKNOWLEDGED  AND  ACCEPTED:          RALSTON  PURINA  COMPANY


By:                                   By:
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Date:                                 Date:
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