NON-QUALIFIED STOCK OPTION
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RALSTON  PURINA  COMPANY  (the  "Company"), effective September 23, 1999, 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  $          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  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 23 in each of the years 2001, 2002, 2003 and 2004.
This Option remains exercisable through September 22, 2009 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 employment of Optionee, 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  and  any  of its
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  22,  2009:

     a.     If  Optionee's  employment is terminated due to 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 due to death, such shares
that  are  exercisable  shall  remain  exercisable  for  three years thereafter;

     c.     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;

     d.     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

     e.     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.

     "Eligible  Optionee"  shall mean an Optionee who is actively at work at, or
on an approved leave of absence from, the Company or an Affiliate at the time of
exercise  of  an  Eligible  Option.

     "Eligible  Option"  shall  mean  an outstanding Option, held by an Eligible
Optionee,  which  has  a  remaining  term  of  at  least  one  year.

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.

7.     Grants  of  Restoration  Options.  If  Optionee  exercises this Option by
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tendering  shares  of  Common Stock that have been held for at least six months,
and  if Optionee is an Eligible Optionee and the Option qualifies as an Eligible
Option  at the time of such exercise, then Optionee shall be entitled to a grant
of  a Restoration Option to purchase a number of shares of Common Stock equal to
the  number  of  shares  so  tendered.  Such Restoration Option shall permit the
Optionee  to purchase shares of Common Stock of the Company at an exercise price
equal  to  the New York Stock Exchange - Composite Transactions closing price on
the  date  of  grant, and shall be subject to such other terms and conditions as
the  Human  Resources  Committee  of  the  Board  shall  determine.




ACKNOWLEDGED  AND  ACCEPTED:          RALSTON  PURINA  COMPANY

____________________________
Optionee
                                   By:_________________________
____________________________          W.  P.  McGinnis,
Date                                  Chief  Executive  Officer