June 28, 2000


HIGHLY  CONFIDENTIAL
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         DEFERRAL OF POTENTIAL MANAGEMENT CONTINUITY SEVERANCE BENEFITS

As  a  selected  key executive subject to a Management Continuity Agreement with
the  Company dated May 17, 1999 (the "MCA"), you may defer, with the approval of
the  Human  Resources  Committee,  any lump sum Severance Benefits payable under
Article 4, paragraphs a and c of the MCA.  Because you are entitled to Severance
                                           -------------------------------------
Benefits  only  upon  a  Qualifying  Termination of your employment within three
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years of a Change in Control in accordance with the terms of the MCA, a deferral
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of such Severance Benefits can only be given effect if a valid deferral election
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and  installment  payment  election  are in place at the time Severance Benefits
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become  payable.
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Elections to defer and receive installment payments must be made sufficiently in
advance of a Qualifying Termination as defined under the MCA, in order to effect
the  deferral  for  Federal  and  State  income  tax  purposes.

Deferrals  of  MCA  Severance Benefits can be made into the Prime Rate Fund, the
Ralston  Purina Equity Fund, or any of the nine "measurement" funds which mirror
the  returns  of  the  Vanguard  Mutual  funds that are available in the Ralston
Purina  Company  Savings  Investment  Plan  in  accordance with the terms of the
Deferred  Compensation  Plan.  Attachment  1  lists  Factors  to  Consider.  The
Deferred  Compensation  Plan Prospectus (Attachment 2) summarizes the provisions
of  those  account  options.

PLEASE  NOTE  THAT  NO  COMPANY MATCH WILL BE PROVIDED TO ANY SEVERANCE BENEFITS
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DEFERRALS.
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In  making  your  election,  please  carefully  review  the  attached  Deferred
Compensation  Plan  Prospectus  and  the Factors to Consider.  Keep in mind that
your  election  to  defer may not be changed even if circumstances, such as your
personal  financial  situation  or  interest  rates,  change  in  the  future.

REQUEST  FOR  DEFERRAL
----------------------

PLEASE  RETURN  ONE  COPY  OF THE ELECTION FORM (ATTACHMENT 3) BY AUGUST 1, 2000
WHETHER OR NOT YOU WISH TO REQUEST A DEFERRAL.  A duplicate form is attached for
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your  records.

<PAGE>
Deferral  Of  Potential  Management  Continuity  Severance  Benefits
June  28,  2000
Page  Two



The  deferral  of  MCA  Severance  Benefits  is  at  the discretion of the Human
Resources  Committee  and  is  subject  to  its  approval.

If  you  have  any questions, please call me at extension 2325 or Pat Robbins at
extension  5889.




                                   Ron  Sheban


Attachments




<PAGE>



                                                                    Attachment 1
                               FACTORS TO CONSIDER

Under  current  Federal  and state income tax laws, you will not be taxed on any
deferral  amounts  or  any earnings on those deferral amounts until you actually
receive  payments  of  cash  or  delivery  of  stock,  as applicable, as long as
elections  to  defer are made in a timely fashion. Deferred amounts are 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.

The  IRS  may  challenge  a deferral of income if the timing of the deferral and
payment  form  elections  does not satisfy certain IRS criteria.  In such event,
the  IRS  may  deem the entire MCA Severance Benefit to have been constructively
received  and  subject  to  income taxes at the time the Benefits became payable
under  the  MCA Agreement upon a Change of Control and Qualifying Termination of
Employment.

All  wages,  without limit, and whether or not deferred, are subject when earned
to  Social  Security  to the extent the taxable wage base has not been attained,
and  the  Medicare Hospital Insurance (HI) Tax of 1.45%. To the extent necessary
to  satisfy  these  FICA withholding requirements, a portion of the deferred MCA
Severance  Benefits  may, instead, be paid to you and subject to Federal, state,
and  local  taxes, as applicable.  All required withholding would first be taken
out of any nondeferred MCA Severance Benefits, or your first installment payment
of  MCA  Severance  Benefits.

MCA  Severance  Benefits, whether paid or deferred, are not Benefit Earnings for
                                                        ---
purposes  of  Ralston  Purina  Company  benefit  plans.

In  evaluating  the Ralston Purina Equity Fund, consider the length of time your
investment  in  stock  equivalents subjects your deferral to market risks.  Also
consider  long-range  economic  and  political  conditions, the prospects of the
business  underlying the stock, and whether the Company will be willing and able
to  declare  and  pay  dividends  to  create  dividend  equivalents.

The  Prime  Rate  Fund 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.

For  the  Vanguard  measurement funds, deferred amounts will earn returns (which
may be positive or negative) as if they had been invested at the net asset value
(net  of  investment  advisory  fees) of the measurement funds.  Note that these
funds  are  used  for  measurement purposes only.  Your account will be credited
with  investment  returns  based  on  these  funds  but  will  be reflected as a
bookkeeping  entry only and will not represent an actual investment made on your
behalf.

Participants  in  the  Plan are permitted to transfer any amounts credited to an
account  under  the  Prime Rate Option or any Measurement Fund Option on a daily
basis  to  any  other deferral options offered under the Plan.  Participants may
also  transfer, on a daily basis, any amounts which have been deferred under the
Ralston  Purina  Equity  Option  for  at  least  one-year.

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 a general creditor of Ralston Purina
Company.

The  Pension  Source Act prohibits a state from taxing installment payments made
over  a  period  of at least ten years to a former resident who is residing in a
non  income  tax  bearing  state  at the time the installment payments are made.

Consider your deferral participation carefully and consult your personal advisor
if  you  have any questions.  Please refer to the enclosed Deferred Compensation
Plan Prospectus for more details.  Your election to defer may not be changed for
                                   =============================================
any  reason.
===========


June  28,  2000

<PAGE>

JUNE  28,  2000                DEFERRAL  ELECTION
                                  ATTACHMENT 3
                    MANAGEMENT CONTINUITY SEVERANCE BENEFITS
                    ----------------------------------------

  I.     DEFERRAL  ELECTION. Please submit my request as follows with respect
         to Severance  Benefits  under Article 4a & b of the Management
         Continuity Agreement dated May  17,  1999  that  may  be  paid  to me
         upon a Qualifying Termination following  a  Change  in  Control.
         I understand that an election to defer, once made,  is  IRREVOCABLE,
                                                                 -----------
         and is SUBJECT TO MANAGEMENT APPROVAL.


CHECK  ONE  BOX  BELOW:
----------------------

___   NO  DEFERRAL   Check  here  if you do not wish to defer any portion of
                     your MCA  Severance  Benefits.  Ignore items 1) and 2)
                     and proceed to Part III below.
___   DEFERRAL       Check  here  if  you  wish  to  defer  any  portion of
                     your MCA Severance  Benefits.  Complete  items  1)  and
                     2) and the bottom section. NOTE: THIS  DEFERRAL ELECTION
                     WILL BE GIVEN EFFECT ONLY IF A VALID INSTALLMENT PAYMENT
                     OPTION  ELECTION  IS  ALSO  IN  PLACE.  (SEE  PART II,
                     PAYMENT ELECTION, BELOW.)

                     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
                         IN WHOLE PERCENTAGE INCREMENTS  TO  THE  FOLLOWING
                         ACCOUNT(S):

__ Ralston  Purina  Equity  Fund     _______%     Vanguard  International
                                                     Growth  Fund     _______%
__ Prime  Rate  Fund                 _______%     Vanguard  LifeStrategy
                                                     Income Fund      _______%
__ Vanguard  Wellington  Fund        _______%     Vanguard  LifeStrategy
                                                     Conservative  Growth
                                                     Fund             _______%
__ Vanguard  500  Index  Fund        _______%     Vanguard  LifeStrategy
                                                     Moderate  Growth
                                                     Fund             _______%
__ Vanguard Windsor II Fund          _______%     Vanguard LifeStrategy Growth
                                                     Fund     _______%
__ Vanguard Small-Cap Index Fund     _______%                TOTAL       100%
                                                                         ----

           THERE IS NO COMPANY MATCH ON ANY SEVERANCE BENEFITS DEFERRAL


II.     PAYMENT  ELECTION.
CHECK  ONE  BOX  BELOW  TO SELECT A PAYMENT OPTION. The election made below will
apply  only to distributions from the Deferred Compensation Plan attributable to
MCA  Severance Benefits deferrals.  AN INSTALLMENT FORM ELECTION WILL APPLY ONLY
                                    --------------------------------------------
TO  DISTRIBUTIONS  OF  MCA  SEVERANCE  BENEFITS  RESULTING  FROM  A  QUALIFYING
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TERMINATION  THAT  OCCURS AT  LEAST  SIX  (6)  MONTHS  FOLLOWING  THE  DATE  THE
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INSTALLMENT  FORM  ELECTION  IS  COMPLETED.
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(NOTE:  If you have a current distribution election form on file with respect to
payments  from  your  Deferred  Compensation  Plan  account,  and  you wish such
distribution election also to apply to any deferred MCA Severance Benefits, this
Payment  Election  section  does not have to be completed; rather, such election
form  will  also  apply  to  distributions  of  your  MCA  Severance  Benefits.)

          CHECK  ONE:         __ 5  ANNUAL  INSTALLMENTS        __ 10  ANNUAL
                                                                   INSTALLMENTS

III.

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Social  Security  Number                    Signature

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Today's  Date                              Name  (Type  or  Print)

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Division                                   Department        Location

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Home  Street  Address                       City           State          Zip

             RETURN NO LATER THAN AUGUST 1, 2000 TO RON SHEBAN - 1A
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