RESPONSE  DUE  DECEMBER  31,  1997
		===================================


                                                  November  26,  1997

PERSONAL  AND  HIGHLY  CONFIDENTIAL
-----------------------------------

Potential  Fiscal  1998  Bonus  Plan  Participants

     DEFERRAL  OF  POTENTIAL  FISCAL  1998  BONUS  AWARD
     ---------------------------------------------------

The  Deferred Compensation Plan for Key Employees gives you the opportunity to
defer  all  or a portion of your annual cash bonus, subject to the approval of
the  Human  Resources  Committee  of  the  Board  of  Directors.   In general,
deferring  compensation  has the advantage of postponing payment of tax and of
allowing  any  earnings on the deferred amount to accumulate free of tax until
distributed.    To  protect the tax status of the 1998 bonus deferral program,
you  must:

-        Decide now whether to defer all or part of any 1998 annual cash bonus
                you  might  receive,  and
-        Promptly return the enclosed election form.  IF YOUR ELECTION FORM IS
NOT  RECEIVED  BY  DECEMBER  31,  1997, YOU WILL NOT BE ABLE TO DEFER ANY 1998
ANNUAL  BONUS  AWARD.

Deferral  Options  for  1998:
-----------------------------
You  may  choose  from  three  deferral  accounts:
-          Equity  Option,  which  features  a  25%  COMPANY  MATCH
     (note:    match  may  not  be  offered  every  year);
-          Short-Term  Variable  Interest  Option  (payable in January, 1999);
-          Variable  Interest  Option.

Special  Reminders:
-------------------
In  making  your  election, please refer to the enclosed Deferred Compensation
Plan  for  Key  Employees  Prospectus, dated November 26, 1997.  Also refer to
Attachment 1, Factors to Consider.  You should keep in mind that YOUR ELECTION
                                                                 -------------
TO  DEFER  MAY  NOT  BE  CHANGED.
---------------------------------

You  are  given  the  opportunity  to  transfer your deferrals (other than the
match)  between  the  Equity  and  Variable  Interest accounts.  Transfers are
offered  twice  a  year  (June  and  December).

PLEASE RETURN ONE COPY OF THE 1998 BONUS DEFERRAL ELECTION FORM, ATTACHMENT 2,
BY  DECEMBER 31, 1997 WHETHER OR NOT YOU REQUEST A DEFERRAL.  A duplicate form
                      --------------------------------------
is  enclosed  for  your  records.    If  you  request  a  deferral, it will be
considered  for  1998  annual  bonus  awards only.  AS WITH ALL CORRESPONDENCE
INVOLVING  EXECUTIVE  COMPENSATION, PLEASE TREAT THIS MATERIAL WITH THE UTMOST
CONFIDENTIALITY.

If you have any questions, please feel free to call the Corporate Compensation
Department  at  extension  1918  or  5888.


                    Corporate Compensation Department - 1A
<PAGE>
                      November 26, 1997     Attachment 1
                              FACTORS TO CONSIDER
                              ===================

Equity  Match:
-------------
-     Deferrals to the Equity Option will be credited with a 25% COMPANY MATCH
FOR  1998
-          The  company  match  may  not  be  offered  every  year
-       The 5-year deferral requirement of Company-Matching deferrals has been
                                                                      --- ----
eliminated
 ---------
-          Participant  will  become  fully vested in the Company     Matching
Deferrals  upon  termination  if:
           -----------------
     -          participant  has  attained  age  50;  or
     -          participant  is  involuntarily  terminated  at  any  age.
-          Company  Matching  Deferrals  are  forfeited  in  the  event:
     -          participant  is  terminated  for  cause  at  any  age;  or
     -          participant  voluntarily  terminates  prior  to  age  50;  or
     -      participant engages in competition with the company within 2 years
after  termination  prior  to  age  55.

Transfers:
---------
-          Available  on  amounts  deferred  for  at  least  one  year.
-        Limited to transfers between Equity and (Long-Term) Variable Interest
Accounts.
-      Does not apply to the Fixed Benefit Option or Company Matching Deferral
Accounts.
-          Can  be  made  twice  a  year  (June  and  December).

Under  present Federal and state income tax laws, you will not be taxed on any
deferral  amounts  until  you actually receive payments of cash or delivery of
stock  at which time amounts received would be taxed as ordinary income in the
year  received.    If  you  are  subject  to  the income tax laws of a foreign
country, you should consult your personal tax advisor regarding the proper tax
treatment.

Since deferred compensation is subject to the Medicare Hospital Insurance (HI)
Tax (1.45%), as well as Social Security Tax if the earnings limit has not been
met  (6.2%),  THE  TAX(ES)  ATTRIBUTABLE TO YOUR ANNUAL BONUS DEFERRAL WILL BE
WITHHELD  FROM  YOUR NOVEMBER 1998 PAYCHECK, along with the applicable tax(es)
attributable  to  your  nondeferred  compensation received in November.  Bonus
                        -----------
deferrals  are  counted  as  taxable  earnings only for Social Security and/or
                                               ----
Medicare  HI  Tax  in the year in which the bonuses are deferred. In addition,
IRS  rules  require  that  HI Tax be withheld on Company Matching deferrals no
longer  subject  to  a substantial risk of forfeiture, which under the amended
Plan  terms would occur on or after a participant's attainment of age 50.  The
tax  will  be  withheld  from  such  participant's  December  paycheck.  More
information  will  be  sent  to  applicable  participants.

The  Administrative  Retirement  plan  definition  of "final average earnings"
includes  deferred compensation. Therefore, under the terms of that plan, your
pension  will  be  calculated  to  include  deferred  bonuses.

If  you  are  a  participant in the Savings Investment Plan ("SIP"), any bonus
deferred  into the Equity or Variable Interest Options will not be included in
                                                            ---
your  compensation  for  purposes  of  computing  your SIP contribution or the
Company  matching  SIP  contribution.  PLEASE  NOTE,  HOWEVER,  that  your SIP
contributions  ARE DEDUCTED from the Short-Term Variable Interest CASH PAYMENT
MADE  IN  JANUARY  to  employed  participants.

The  value  of  the Company's Stock can fluctuate widely as a result of market
activity,  and  over certain periods, the value may decline.  The Company does
not  guarantee  the  performance  or  the  value  of the Common Stock or Stock
equivalents  or  the  payment  of dividends.  In evaluating the Equity Option,
consider  the  Company  Match  and the length of time your investment in Stock
equivalents  subjects  your  deferral  to  market  risks.

The Variable Interest Option will credit interest equivalents on your deferred
amounts  annually  based  on  the average of the daily close of business prime
rates.    These equivalents may vary substantially from year to year depending
on  changes  in  interest rates. The average prime rates established by Morgan
Guaranty  Trust  Company  of  New York during recent calendar years are listed
below.  Historical  rates  may  or  may  not  be  indicative  of future rates.

     1994  =  7.041%          1996  =  8.271%
     1995  =  8.827%          1997  =  8.435%

BENEFITS  UNDER THE DEFERRED COMPENSATION PLAN FOR KEY EMPLOYEES ARE UNFUNDED.
IN  CONSIDERING  THE  OPTIONS,  YOU  SHOULD  NOTE  THAT  YOUR RIGHT TO RECEIVE
DISTRIBUTIONS  FROM  THE  PLAN  IS  THAT  OF  AN UNSECURED GENERAL CREDITOR OF
RALSTON PURINA COMPANY.  The Company has set aside funds in a grantor trust to
help  it meet its benefit obligations under this Plan and certain other plans.
This  trust  is also subject to the claims of creditors.  If the Company fails
to  meet  its  funding  commitments  to  the  trust,  an  event  not presently
anticipated to occur, employees will, unless they elect otherwise, be entitled
to  be paid by the Company the present value of all amounts deferred under the
Plan  at  that time.  This provision in no way is intended to alter the status
of  this  Plan  as  an  unfunded  plan  of  deferred  compensation.

Consider  your  deferral  participation  carefully  and  consult your personal
advisor  if  you  have  any  questions.  Please refer to the enclosed Deferred
Compensation  Plan  for  Key Employees Prospectus, dated November 26, 1997 for
more  details.    YOUR  ELECTION  TO  DEFER MAY NOT BE CHANGED FOR ANY REASON.
<PAGE>


<PAGE>
Enclosures
<PAGE>

November  26,  1997  1998  BONUS  DEFERRAL  ELECTION    Attachment  2

Please submit my request as follows with respect to any 1998 annual cash bonus
which  may  be  awarded  to  me  by  Ralston Purina Company or its affiliates:

CHECK  ONE  BOX  BELOW:

     NO  DEFERRAL       (Check here if you do not wish to defer any portion of
any  1998 annual bonus. Ignore items 1) and 2) and proceed to bottom section.)

     DEFERRAL              (Check here if you wish to defer any portion of any
1998  annual  bonus.    Complete  items  1)  and  2)  and the bottom section.)

     1)          FILL  IN  ONE  BLANK  ONLY:

          Defer                    %    OR

          Defer  all  up  to  $                                  OR

          Defer  all  in  excess  of  $

     2)          PLEASE  ALLOCATE THE AMOUNT INDICATED IN ITEM 1) ABOVE TO THE
FOLLOWING  ACCOUNTS:

          [100%  may  go  to  any  account  or  may  be  divided  among them.]

                    %          To  the  EQUITY  ACCOUNT25%  Company  Matched

                    %     To the SHORT-TERM VARIABLE INTEREST ACCOUNT (Payable
in  January  1999)

                    %          To  the  (LONG-TERM)  VARIABLE INTEREST ACCOUNT

               100%          TOTAL
               ===


I  UNDERSTAND  THAT  ANY  DECISION REGARDING ANY 1998 ANNUAL BONUS THAT MAY BE
------------------------------------------------------------------------------
PAID  TO  ME OR DEFERRED FOR FUTURE PAYMENT IS AT THE DISCRETION OF MANAGEMENT
------------------------------------------------------------------------------
AND  THE  HUMAN RESOURCES COMMITTEE.  I FURTHER UNDERSTAND THAT AN ELECTION TO
------------------------------------------------------------------------------
DEFER,  ONCE  MADE,  IS  IRREVOCABLE.
-------------------------------------
1


Social  Security  Number
Signature


Today's  Date
Name  (Type  or  Print)


Division
Department          Location


Home  Street  Address          
City          State          Zip

             RETURN TO CORPORATE COMPENSATION - 1A, ST. LOUIS, MO
                       OR RETURN BY FAX TO #314-982-2490
                        NO LATER THAN DECEMBER 31, 1997


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