NON-QUALIFIED STOCK OPTION
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     RALSTON  PURINA  COMPANY  (the  "Company"),  effective  September 24, 1998,
grants  this Non-Qualified Stock Option to ____________ ("Optionee") to purchase
a  total of __________ shares of Common Stock of the Company ("Common Stock") at
a  price  of  $30.875  per  share pursuant to its 1996 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  Common  Stock  at their Fair Market Value as determined by the Human
Resources  Committee,  or  both.

1.       Normal Exercise.  This Option becomes exercisable at the rate of 25% of
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the total shares on September 24 in each of the years 2000, 2001, 2002 and 2003.
This Option remains exercisable through September 23, 2008 unless Optionee is no
longer  employed by 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 dates set forth in paragraph 1 hereof upon the occurrence of any of the
following  events  while  Optionee  is  employed  by  the  Company:

     a.          death  of  Optionee;

     b.         declaration, by the Committee, of Optionee's total and permanent
disability;

     c.      the voluntary termination of employment of Optionee (i) at or after
age  55  with 15 years of service with the Company or its Affiliates; or (ii) at
or  after  age  62;

     d.          a  Change  of  Control;  or

     e.          the  involuntary  termination of Optionee's employment with the
Company  or  an  Affiliate,  other  than  a termination for any of the following
reasons:  Termination  for  Cause,  Optionee's  engaging in competition with the
Company  or  an  Affiliate,  or  Optionee's  engaging in any activity or conduct
contrary to the best interests of the Company or any Affiliate.  For purposes of
this  Option,  involuntary  termination shall include (i) Optionee's involuntary
termination  of  employment  with  the  Company  or  an  Affiliate which employs
Optionee;  or  (ii)  the sale or other disposition of a majority of the stock or
assets  of  an Affiliate which employs Optionee.  In no event shall transfers of
employment  between  the  Company  or  any  Affiliates  and  any  of  its  other
Affiliates,  or the creation of a class of stock of the Company which tracks the
performance  of an Affiliate, be deemed to constitute an involuntary termination
of  employment.

3.      Exercise After Certain Events.  Upon the occurrence of any of the events
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described  below,  any  shares  that  are exercisable upon such occurrence shall
remain  exercisable during the period stated below, but, in any event, not later
than  September  23,  2008:

     a.      If Optionee's employment is terminated due to death, declaration of
total  and  permanent disability, voluntary termination at or after the time set
forth  in  paragraph  2(c)(i)  or (ii), or involuntary termination of employment
(other  than  for events described in Sections IV.A.1, 3 or 4 of the Plan), such
shares  that are exercisable shall remain exercisable for five years thereafter;


     b.     If Optionee's employment is terminated voluntarily prior to the time
set  forth in paragraph 2(c)(i) or (ii),  such shares that are exercisable shall
remain  exercisable  for  six  months  after  such  voluntary  termination;

     c.      When, prior to a Change of Control, there has been a declaration of
forfeiture  pursuant  to Section IV of the Plan because Optionee's employment is
Terminated  for  Cause,  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

     d.        After a Change of Control, if Optionee's employment is Terminated
for  Cause, 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.1, 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; all
other  shares  are  forfeited.

5.          Definitions.    Unless otherwise defined in this Non-Qualified Stock
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Option,  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
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  of  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
Non-Qualified Stock 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

____________________________
Optionee
                                                By:_________________________
____________________________                       Co-Chief Executive Officer
Date