December  11,  2000

PERSONAL  AND  CONFIDENTIAL

TO:  [NAME]
     All  Supplemental  Executive  Retirement  Plan  Participants
     Who  Elected  the  Account  Benefit  Formula
     Under  the  Ralston  Purina  Retirement  Plan

RE:   Lump  Sum-Payment  Option

As a participant in the Ralston Purina Company Supplemental Executive Retirement
Plan  ("SERP"),  you  may  be entitled to benefits from the SERP which you would
have  accrued  under  the  Ralston  Purina  Retirement Plan, but for certain IRS
imposed  limits.  The  normal form of payment of benefits from the non-qualified
SERP  is  an  annuity,  even  if  your Ralston Purina Retirement Plan benefit is
determined  under  the  Account Benefit formula.  The SERP was amended effective
December  1,  1999  to  allow an election of a lump-sum payment from the SERP of
benefits  determined  under  the  Account  Benefit  formula.

To  receive  your  SERP  benefit  in  a  lump  sum  when you retire or terminate
employment  for  any  reason,  you  must  have on file a valid and aged lump sum
election.  DUE  TO  IRS RULES GOVERNING NON-QUALIFIED PLANS, A LUMP-SUM ELECTION
                                                             -------------------
WILL BE EFFECTIVE ONLY IF (I) IT HAD BEEN MADE BY DECEMBER [31], 1999  OR,  (II)
 -------------------------------------------------------------------------------
IT  IS  IN  PLACE FOR AT LEAST ONE YEAR PRIOR TO YOUR TERMINATION.  IF EITHER OF
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THESE  REQUIREMENTS  IS  NOT  SATISFIED WITH RESPECT TO A REQUEST FOR A LUMP-SUM
PAYMENT  FROM  THE SERP AT THE TIME ANY SERP BENEFIT PAYMENT IS TO COMMENCE, YOU
MUST  RECEIVE  AN  ANNUITY  FORM  OF  PAYMENT  OF  YOUR  SERP  BENEFITS.

YOU  CURRENTLY [HAVE THE FOLLOWING ELECTION IN PLACE, DATED  OR NO ELECTION FORM
IN  PLACE]   IF  NO VALID LUMP SUM ELECTION IS IN PLACE AT THE TIME BENEFITS ARE
TO  COMMENCE, YOUR SERP BENEFITS WILL BE PAID TO YOU IN AN ANNUITY FORM.  IF YOU
WISH  TO  CHANGE  YOUR  PAYMENT  OPTION ELECTION OR FIRST ELECT A PAYMENT OPTION
FORM,  COMPLETE THE ENCLOSED RETIREMENT OPTION ELECTION FORM.  YOUR ELECTION MAY
BE  CHANGED  AT  ANY  TIME  UP  TO  ONE  YEAR  PRIOR TO THE COMMENCEMENT OF YOUR
RETIREMENT  BENEFITS  FROM  THE  SERP.

Note:  The  one-year  waiting  period is not applicable to any payment elections
regarding  distributions  from  the tax qualified Ralston Purina Retirement Plan
because  of IRS rules governing such plans. These elections may be made up until
the  date  of  retirement,  or  termination  of  employment,  as  appropriate.

Tax  Considerations:
--------------------

-     Lump-sum  payments  from  a non-qualified retirement plan such as the SERP
      cannot  be  rolled  over.  They  are subject to the mandatory 28%
      withholding of Federal  income  tax.  State or local taxes may also be
      withheld, as applicable.

-     The  elimination  of  the  taxable  wage  base ceiling for purposes of the
      Medicare Health Insurance (HI) tax portion of FICA requires that Medicare
      HI tax be  withheld  from all compensation when earned, determinable and
      not subject to risk  of forfeiture, even if payment is deferred.
                                          ---------------------------
      In addition to other required deductions that will be taken at that time,
      you should be aware of the manner in which  the  Medicare HI tax will be
      handled.  At the time your benefits from the SERP  are  determinable
      and  become  payable,  Medicare  HI  tax withholding is required.
      Medicare  HI  tax  is withheld at the rate of 1.45% from the employee
      payment  whether  or  not  your  SERP benefits are paid in a lump sum or
      annuity form.  If  paid in an annuity form, the tax is withheld at the
      time of the first payment,  based  on  the  present  value  of  the
      annuity.  The employer is also required  to  deposit  1.45%  Medicare  HI
      tax.

<PAGE>


PAGE  2     -  LUMP  SUM  PAYMENT  OPTION  ELECTION  2001


-     There  may  be  other  personal  tax  considerations  associated with your
      decision to elect a lump-sum distribution from the SERP.  You should seek
      advice from  your  personal  tax  counselor  before  completing  this
      Form.

Enclosed  is  a  Retirement  Option  Election  Form  -  Supplemental  Executive
Retirement  Plan.  If you wish to make a new election complete the enclosed form
and  return it to us.  When you return the form you will receive confirmation of
your  election.  If  you fail to receive a confirmation you should contact us to
ensure  your  election  form  was  received.   If  the  above  lump sum election
requirements  are  not satisfied, you will be able to elect to receive your SERP
benefits  only  under  one  of  the  annuity  option  forms offered by the Plan.

If  you  have  any  questions,  please  contact  me  at  314-982-2746.


                                   Sandra  J.  Donahue,  Director,
                                   Retirement  Plans


Enclosure

<PAGE>


                             RALSTON PURINA COMPANY

                     SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
                              OPTION ELECTION FORM




------------------------------------              ---------------------------
PARTICIPANT  NAME  (PRINT  OR  TYPE)              SOCIAL  SECURITY  NUMBER

                                                  ____  SINGLE     ____ MARRIED

------------------------------------              -----------------------------
STREET  ADDRESS                                   MARITAL  STATUS

------------------------------------              -----------------------------
CITY          STATE          ZIP                  DATE


-------------------------------------
PARTICIPANT  SIGNATURE
======================



You may elect to receive your retirement benefit from the Supplemental Executive
Retirement  Plan  under  the  options  shown  below.  Because  of  IRS rules, an
election for a lump-sum distribution can only apply to payments determined under
the  ACCOUNT  BENEFIT  formula made one year prior to termination or retirement.
If  you  die before benefits start, the option elected will not be effective and
any  payments  made  will  be  in  accordance with the provisions of the Ralston
Purina  Supplemental  Executive  Retirement  Plan  governing  death  benefits.

YOU  MAY  CHANGE  YOUR  ELECTION  AT ANY TIME.  HOWEVER, IF YOU ELECT A LUMP-SUM
DISTRIBUTION, TO BE EFFECTIVE YOUR ELECTION MUST BE IN PLACE FOR AT LEAST A YEAR
PRIOR  TO  TERMINATION  OR  RETIREMENT.  AN  ELECTION  FOR  ANY  FORM OF ANNUITY
DISTRIBUTION  MAY  BE  MADE  AND/OR CHANGED AT ANY TIME PRIOR TO COMMENCEMENT OF
BENEFITS.

I  elect  to  receive  my  retirement  benefits  from the Supplemental Executive
Retirement  Plan  in  the  following  form:  (I  understand  that  the  lump
sum-distribution  form  can  only  apply if I am enrolled in the ACCOUNT BENEFIT
formula,  and  the  election  form  is  in  place  at  least  one  year prior to
termination  or  retirement.)

____  1)     Five-Year  Certain  Option

____  2)     Ten-Year  Certain  Option

____  3)     Life  Annuity  Option

____  4)     _______  %  Contingent  Annuitant  Option

____  Social  Security  Adjustment  Option (Applies only if benefits commence
      prior to age  62.  This option may only be elected in conjunction with
      one of options 1-4 above.)

5)     Lump-Sum  Distribution

      THIS  OPTION  IS  ONLY AVAILABLE TO PARTICIPANTS WHOSE BENEFIT UNDER THE
      RALSTON PURINA  RETIREMENT  PLAN  IS  DETERMINED  UNDER  THE ACCOUNT
      BENEFIT FORMULA.  A lump-sum  distribution  can be made only if this
      form is completed and submitted at  least  one  year  prior  to
      termination  or  retirement.


I  designate  the  following  as  my:

____     Beneficiary  under  Options  1),  2),  or  5)  above

____     Contingent  Annuitant  under  Option  4)  above



----------------------------------              -------------------------------
NAME  OF  BENEFICIARY OR CONTINGENT              SOCIAL SECURITY NUMBER OF
ANNUITANT                                        BENEFICIARY  OR  CONTINGENT
                                                 ANNUITANT



----------------------------------              -------------------------------
RELATIONSHIP  OF  BENEFICIARY  OR               BIRTH  DATE OF
CONTINGENT  ANNUITANT                           BENEFICIARY  OR  CONTINGENT
                                                ANNUITANT


THIS  FORM  APPLIES  ONLY TO YOUR BENEFITS UNDER THE RALSTON PURINA SUPPLEMENTAL
EXECUTIVE  RETIREMENT  PLAN.  A  SEPARATE  OPTION  ELECTION  AND  BENEFICIARY
DESIGNATION  FORM  MUST  BE COMPLETED FOR YOUR BENEFITS UNDER THE RALSTON PURINA
RETIREMENT  PLAN.  THE  SUPPLEMENTAL  EXECUTIVE  RETIREMENT  PLAN  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.


       MAIL  COMPLETED  FORM  TO:                    FAX  TO:
       -------------------------                     -------
       RALSTON  PURINA  COMPANY
ATTN:  RETIREMENT  DEPARTMENT,  1A      OR          (314)  982-3270
       CHECKERBOARD  SQUARE
       --------------------
       ST.  LOUIS,  MO  63164
     ----------------------