2
March  30,  2000

Ralston  Purina  Company
Checkerboard  Square
St.  Louis,  MO  63164-0001
Attention:     James  R.  Elsesser
          Chief  Financial  Officer

Energizer  Holdings,  Inc.
Checkerboard  Square
St.  Louis,  MO  63164-0001
Attention:     Daniel  Corbin
          Executive  Vice  President  -
          Finance  and  Control

Gentlemen:

     Reference  is  hereby made to the 5-Year Credit Agreement dated as of March
30,  2000  among  Ralston Purina Company, a corporation organized under the laws
of  the  State  of  Missouri  ("Ralston")  as  the initial borrower prior to the
assignment  to  and  assumption  by  Energizer  Holdings,  Inc.,  a  corporation
organized  under  the  laws  of  the  State  of  Missouri  (the "Borrower"), the
financial institutions parties thereto as lenders, Bank One, NA, in its capacity
as  administrative  agent, Bank of America, N.A., in its capacity as syndication
agent,  and  Wachovia  Bank,  N.A.,  in its capacity as documentation agent (the
"5-Year  Credit  Agreement").  Capitalized  terms  used  herein  and not defined
herein  shall  have  the  meanings given to them in the 5-Year Credit Agreement.

     In  connection  with  the  consummation  of  the  Transactions, Ralston has
requested  a  term  loan  from  Bank  of  America,  N.A.  (the "Lender")  in the
aggregate principal amount of $175,000,000 (the "Term Loan") which would be made
in  a  single advance on or prior to March 31, 2000 and would mature on the date
which  is  the  earliest  of  (a)  if  the Spin-Off and Debt Assumption have not
occurred  prior  thereto, April 4, 2000; (b) the date of receipt by the Borrower
or  any  of  its  Subsidiaries  of  proceeds  from the initial funding under the
$175,000,000  senior  notes  of the Borrower issued in three series due April 1,
2003,  April  1,  2005 and April 1, 2007, respectively (the "Senior Notes"); and
(c)  April  10,  2000.

Amounts  repaid  by  Ralston  or  the  Borrower  may  not  be  reborrowed.
     The  Lender  is  pleased  to agree to make such Term Loan to Ralston, to be
assigned  to  and  assumed  by  the  Borrower  pursuant  to  the Debt Assumption
Agreement  in  the form of Exhibit "A" hereto (the "Debt Assumption Agreement"),
subject  to  the  terms  and  conditions  of  this  letter.

(a)     The  Term  Loan  will be evidenced and governed by the Lender's standard
form  of master note (the "Note"), a copy of which is attached hereto as Exhibit
"B".  The  Term  Loan  or  portions thereof ("Loans" under and as defined in the
Note) shall bear interest at a rate equal to the Lender's prime rate of interest
announced by the Lender from time to time minus 2.00%, changing when and as such
                                          -----
prime  rate  changes,  with interest payable on the Maturity Date, and on demand
thereafter.

(b)          Interest  and  fees  will  be  computed on the basis of actual days
elapsed  on  a  360-day  year  basis.

(c)          Ralston  will  use  the  proceeds  of  the  Term  Loan  for general
corporate  purposes.

(d)          Ralston  and  the Borrower will provide the Lender with each of the
following  before  the  Term  Loan  is  funded:  (i)  an  appropriate  corporate
resolution, (ii) an incumbency certificate, (iii) an opinion of counsel, (iv) an
officer's certificate from Ralston certifying that (A) each of the 5-Year Credit
Agreement  and  the  364-Day  Credit  Agreement has been executed by all parties
thereto  (including  Bank  of America, N.A.) and all conditions to effectiveness
thereof  have  been  met, (B) the letter agreement between Bank One, N.A. ("Bank
One")  and  Ralston  providing  for  a  term loan in an amount at least equal to
$60,000,000  by Bank One and all documents related thereto have been executed by
all  parties  thereto and all conditions to effectiveness thereof have been met,
and (C) there is at least $175,000,000 in aggregate borrowing capacity available
to  Ralston  under  one or more committed credit facilities, and (v) Ralston and
the  Borrower  shall  have  executed  the  Debt  Assumption  Agreement.

(e)          The Lender shall have no obligation to make the Term Loan hereunder
(and the Term Loan and all accrued and unpaid interest thereon, at the option of
the Lender, may be declared immediately due and payable without notice) if:  (i)
there  is any failure by Ralston or the Borrower to pay any principal, interest,
fees,  or  other  obligations when due under this letter, the Note, or any other
agreement  or  arrangement  with the Lender, (ii) there exists any default under
the  Note,  or  any  violation  or  failure to comply with any provision of this
letter  or  the  Note,  (iii)  there  occurs  any material adverse change in the
condition  or  results of operations of the Borrower and its Subsidiaries, taken
as  a  whole, since the date of the quarterly financial statements most recently
delivered to the Lender prior to the date of this letter, (iv) any litigation is
pending  or threatened against the Borrower or any Subsidiary which might have a
material  adverse  effect on the financial condition or results of operations of
the  Borrower  and  its  Subsidiaries,  taken  as  a whole, or on the ability of
Ralston  or  the Borrower to consummate the Transactions; (v) there is a default
under  any  agreement  governing indebtedness of the Borrower or any Subsidiary,
(vi) any petition is filed by or against Ralston, the Borrower or any Subsidiary
of  the  Borrower  under the Federal Bankruptcy Code or similar state law, (vii)
Ralston,  the  Borrower  or  any  Subsidiary  of the Borrower becomes insolvent,
howsoever  evidenced or (viii) other than as a result of the consummation of the
Spin-Off,  Ralston  shall  cease  to  own,  directly  or  indirectly, all of the
outstanding  capital  stock  of  the Borrower, (ix) prior to consummation of the
Spin-Off,  there  is  less  than  $175,000,000  in  aggregate borrowing capacity
available  to  Ralston  under  its  committed  credit  facilities,  (x)  after
consummation  of  the  Spin-Off,  there  is  less than $175,000,000 in aggregate
borrowing  capacity  available under the 5-Year Credit Agreement and the 364-Day
Credit  Agreement,  or  (xi)  there shall have occurred an adverse change in the
market  for  private  placement of senior debt or a disruption of, or an adverse
change  in,  financial,  banking  or  capital market conditions, in each case as
determined  by the Lender.  "Subsidiary" means (i) any corporation of which more
than  50% of the outstanding securities having ordinary voting power is owned or
controlled,  directly  or  indirectly,  by the Borrower or by one or more of its
Subsidiaries,  or  (ii)  any  partnership, association, joint venture or similar
business  organization  of which more than 50% of the ownership interests having
ordinary  voting  power  are  so  owned or controlled.  The Lender may require a
certificate  of  compliance  with  these  conditions  from  the Borrower's Chief
Financial  Officer  or  Treasurer  as  a condition to making any loan hereunder.

(f)          The Lender may make assignments and sell participations in the Term
Loan,  and  may  disclose  information pertaining to the Borrower to prospective
assignees  and  participants.  Any  such  assignment  may  be made only with the
Borrower's  consent  (which  consent  will  not  unreasonably  be  withheld).

(g)          This  letter  agreement  shall  be effective as of the date of this
letter  when  the  Borrower has signed and returned to the Lender a copy of this
letter.

(h)          This  letter  agreement  may  be  executed  in  any  number  of
counterparts,  each  of  which  shall  be  an  original,  but all of which shall
together  constitute  one  and  the  same  agreement.

(i)          THIS  LETTER  AND  THE  NOTE  SHALL BE GOVERNED BY THE INTERNAL
LAWS OF THE STATE  OF  TEXAS.  BOTH  PARTIES  HERETO HEREBY WAIVE TRIAL BY JURY
IN THE EVENT THIS  LETTER  OR  THE  NOTE  BECOMES  THE  SUBJECT  OF  A  DISPUTE.

                         Very  truly  yours,

                         BANK  OF  AMERICA,  N.A.



                         By: /s/Suzanne B. Smith

                         Title: Managing Director

Accepted  and  agreed:

RALSTON  PURINA  COMPANY



By: /s/ James R. Elsesser

Title:  Vice President and Chief Financial
        Officer


ENERGIZER  HOLDINGS,  INC.



By:/s/  Daniel E. Corbin

Title:  Executive Vice President, Finance and
        Control


<PAGE>
                                   EXHIBIT "B"

                                   MASTER NOTE
                                 (FLOATING RATE)


$175,000,000.00     Date:  March  30,  2000


FOR VALUE RECEIVED, RALSTON PURINA COMPANY ("Ralston") or, after consummation of
the  "Debt  Assumption"  (as such term is defined in the 5-Year Credit Agreement
referenced  in the Letter Agreement referred to below), ENERGIZER HOLDINGS, INC.
(the  "Borrower")  promises  to  pay  to the order of BANK OF AMERICA, N.A. (the
"Bank"),  in  lawful money of the United States at the office of the Bank at 901
Main  Street,  Dallas, Texas, or as the Bank may otherwise direct, the lesser of
One  Hundred and Seventy-Five Million and NO/100ths Dollars ($175,000,000.00) or
the  aggregate  outstanding  unpaid  principal  amount of loans evidenced hereby
("Loans"),  together  with  interest  as  provided  below.

Any  person  authorized  to borrow on behalf of Ralston (an "Authorized Person")
may  request  a Loan by telephone or telex.  Ralston and the Borrower agree that
the  Bank  is  authorized to honor requests which it believes, in good faith, to
emanate  from  an  Authorized  Person,  whether in fact that be the case or not.

All  Loans  shall  bear  interest  at a rate equal to the prime rate of interest
announced  by  the  Bank from time to time minus 2.00%, changing when and as the
                                           -----
prime  rate changes. The Loans shall be payable on  the "Maturity Date" (as such
term  is  defined  in the Letter Agreement defined below). Interest on the Loans
shall  be payable on the Maturity Date and on demand thereafter.  Any Loan which
is  not  paid  on the Maturity Date (or any earlier accelerated maturity date or
date when due) shall bear interest at a rate equal to the prime rate of interest
announced by the Bank from time to time, changing when and as the corporate base
rate  changes.

Each  payment  of  principal  or interest hereunder shall be made in immediately
available  funds  in United States Dollars.  If any payment shall become due and
payable  on  a  Saturday,  Sunday or legal holiday under the laws of Texas, such
payment  shall be made on the next succeeding business day in Texas and any such
extended  time  of  the  payment  of  principal or interest shall be included in
computing  interest.  All  interest  hereunder  shall be computed for the actual
number of days elapsed on a 360-day year basis.  Ralston and the Borrower hereby
authorize  the Bank to deposit the proceeds of Loans to Ralston's account at the
Bank or such other account as may be designated by Ralston.  The Borrower hereby
authorizes  the  Bank  to charge payments of principal and interest against, the
Borrower's  deposit  account  with  the  Bank.

The Loans may be prepaid by Ralston or the Borrower, without premium or penalty.
Amounts  prepaid  or  repaid  may  not  be  reborrowed.

Ralston  and  the  Borrower  hereby authorize the Bank to record Loans, interest
rates,  repayments,  and  payment dates on the schedule attached to this Note or
otherwise  in  accordance  with  the  Bank's  usual practice.  The obligation of
Ralston  and,  after  the  Debt Assumption, the Borrower to repay each Loan made
hereunder shall be absolute and unconditional notwithstanding any failure of the
Bank  to  enter such amounts on such schedule or to receive written confirmation
of  the  transaction  from  the  Ralston or the Borrower. If the Bank requests a
written  confirmation  of a requested Loan, Ralston or the Borrower will confirm
the  terms  of  each Loan by mailing a confirmation letter to the Bank signed by
any Authorized Person.  If the Bank elects to confirm the terms of a Loan to the
Borrower,  the Borrower will notify the Bank in writing within 10 days after the
Borrower's  receipt  of such confirmation if it believes such confirmation to be
inaccurate,  and the Borrower hereby waives any right to contest the accuracy of
such  confirmation after such 10-day period.  In the event of disagreement as to
the  terms  of  a  transaction, the Bank's records shall govern, absent manifest
error.

The  Bank  may elect to sell participations in or assign its rights under Loans.
Ralston  and  the  Borrower agree that if it fails to pay any Loan when due, any
purchaser  of  an interest in such Loan shall be entitled to seek enforcement of
this  note  if  the purchaser is permitted to do so pursuant to the terms of the
participation  agreement  between  the  Bank  and  such  purchaser.

The  Borrower  hereby authorizes the Bank and any other holder of an interest in
this  Note  (a  "Holder")  to  disclose confidential information relating to the
financial  condition  or  operations of the Borrower (i) to any affiliate of the
Bank  or  any  Holder,  (ii)  to  any  purchaser  or prospective purchaser of an
interest  in  any  Loan,  (iii)  to  legal  counsel,  accountants,  and  other
professional  advisors  to the Bank or any Holder, (iv) to regulatory officials,
(v)  as  requested  or  required by law, regulation, or legal process or (vi) in
connection  with any legal proceeding to which the Bank or any other holder is a
party.

This  Note  is  the Note issued pursuant to, and is entitled to the benefits of,
the  letter  agreement  between Ralston and the Bank dated of even date herewith
(which,  as  it  may  be amended or modified and in effect from time to time, is
herein  called  the  "Letter Agreement"), to which Letter Agreement reference is
hereby  made  for  a  statement of the terms and conditions governing this Note,
including  the terms and conditions under which the maturity of this Note may be
accelerated.  Nothing  in  this Note shall constitute a commitment to make loans
to  Ralston  or  the  Borrower.

If  any  amount  payable  hereunder  is  not  paid  when  due or upon demand, as
applicable,  then  any  indebtedness  from  the  Bank  to  Ralston,  if the Debt
Assumption  has  not  occurred, or the Borrower may be offset and applied toward
the  payment  of  all  unpaid  principal,  interest  and fees payable hereunder,
whether  or  not  such amounts, or any part thereof, shall then be due.  Ralston
and  the  Borrower expressly waive any presentment, demand, protest or notice in
connection  with  this  note  now,  or hereafter, required by applicable law and
agree  to  pay  all  costs  and  expenses  of  collection.

THIS  NOTE  SHALL BE GOVERNED BY THE INTERNAL LAW (AND NOT THE LAW OF CONFLICTS)
OF  THE  STATE  OF  TEXAS, GIVING EFFECT, HOWEVER, TO FEDERAL LAWS APPLICABLE TO
NATIONAL  BANKS.  RALSTON,  THE BORROWER AND THE BANK EACH HEREBY WAIVE TRIAL BY
JURY  IN  ANY  JUDICIAL PROCEEDING INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER
(WHETHER  SOUNDING  IN  TORT,  CONTRACT OR OTHERWISE) IN ANY WAY ARISING OUT OF,
RELATED  TO,  OR  CONNECTED  WITH  THIS  NOTE  OR  THE  RELATIONSHIP ESTABLISHED
HEREUNDER.


                              RALSTON  PURINA  COMPANY


                              By:

                              Title:


Assigned  to  and  Assumed  pursuant
to  the  terms  of  that  certain  Debt
Assumption  Agreement  Dated  as  of
March  30,  2000  among  Ralston,
The  Borrower  and  the  Bank

ENERGIZER  HOLDINGS,  INC.



By:

Title:



To  be  executed  upon  the  effectiveness  of  the  Debt  Assumption Agreement.