MANAGEMENT CONTINUITY AGREEMENT
                         -------------------------------


MANAGEMENT  CONTINUITY  AGREEMENT  by  and  between  Ralston  Purina  Company
("Ralston"),  a  Missouri  corporation,  and  ______________, (the "Executive").

                                   WITNESSETH:

WHEREAS,  the  Board  of  Directors  has  authorized  Ralston  to  enter  into a
Management Continuity Agreement (the "Agreement") with certain key executives of
Ralston;  and

WHEREAS,  the  Board  of Directors believes it is imperative, in the event of an
attempted  Change  in  Control,  that  key  executives  continue employment with
Ralston  or  one of its Affiliates, and that Ralston be able to receive and rely
upon the advice from such executives as to the best interests of Ralston and its
shareholders,  without concern that the executives may be distracted by personal
employment  uncertainties  or  influenced  by  conflicting  interests;  and

WHEREAS,  the  Executive  is a key executive of Ralston and has been selected by
the  Board  of  Directors  to  be  offered  this  Agreement;  and

WHEREAS,  the  Board  of  Directors believes that the payments which may be made
under  this Agreement constitute additional reasonable compensation for services
to  be  rendered  by  the  Executive  in  connection  with  a Change in Control;

NOW,  THEREFORE,  for  and  in  consideration of the premises and other good and
valuable  consideration,  Ralston  and  the  Executive  agree  as  follows:

ARTICLE  1.    DEFINITIONS:  For purposes of this Agreement, the following terms
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shall  have  the  meanings  set  forth  below:

a.          AFFILIATE:    An  Affiliate  shall  mean any Person who, directly or
indirectly  or  through  one or more intermediaries, Controls another Person, is
Controlled  by  another  Person, or is under common Control with another Person.

b.     BASE AMOUNT:  The Base Amount shall mean the "base amount" as defined and
determined  pursuant  to  Section 280G of the Code applicable at the time of the
Executive's  Qualifying  Termination.

c.          BASE  COMPENSATION:    The  Base  Compensation  shall  mean:

          (i)          the  Executive's  monthly  gross  salary, whether paid or
deferred,  for  the  last  full  month  preceding  the  Executive's  Qualifying
Termination  or  for  the  last  full  month  preceding  the  Change in Control,
whichever  is  higher;  and
          (ii)        one-twelfth (1/12th) of the Executive's last annual bonus,
                                       --
whether  paid  or  deferred, preceding the Executive's Qualifying Termination or
the  Change  in  Control,  whichever  is  higher;  and

          (iii)                    the  higher  of  the  following:

                    (A)  one-thirty-sixth  (1/36th)  of  the  Executive's  bonus
                                                --
payment (base and peer group award, if applicable) most recently earned, whether
paid or deferred, prior to a Change in Control under a completed Incentive Plan;
or

          (B)  a  one  (1)  month  pro rata portion of any amounts earned by the
Executive  under  any of the Incentive Plans in effect at the time of the Change
in  Control,  calculated for the last full month preceding the Change in Control
or,  if  applicable, preceding the Executive's Qualifying Termination, whichever
is  greater.

d.          BENEFICIAL  OWNERSHIP:   Beneficial Ownership shall mean "beneficial
ownership"  as  defined  in  Rule  13d-3  promulgated under Section 13(d) of the
Exchange  Act.

e.          BOARD  OF DIRECTORS:  The Board of Directors shall mean the Board of
Directors  of  Ralston.

f.         BUYER:  A Person which purchased business operations and assets which
previously  were conducted or owned by Ralston or its Affiliates during the term
of  this  Agreement.

g.          CHANGE IN CONTROL:  A Change in Control shall mean an occurrence set
forth  in  Article  2.

h.     CONTROL:  Control (including the terms "controlling," "controlled by" and
"under  common  control with") shall mean the possession of a power, directly or
indirectly,  whether  through ownership of securities, by contract or otherwise:

     (i)           to elect a majority of the Board of Directors of a Person; or

(ii)       to direct the business, management and policies of a Person or direct
the  sale  of  a  substantial  portion  of  its  assets.

i.     CODE:  The Code shall mean the Internal Revenue Code of 1986, as amended,
and  the  regulations  promulgated  thereunder.

j.     COMMON STOCK:  Common Stock shall mean the $.10 par value common stock of
Ralston,  and  such other Ralston voting stock that may be issued in lieu of, or
in  addition  to,  the  Common Stock as a result of a merger or consolidation of
Ralston,  the  creation  of  a  class  or  classes  of  tracking  stock,  or the
reclassification  of  any  of  the  foregoing.

k.        CONTINUING DIRECTOR:  A Continuing Director shall mean a member of the
Board  of  Directors  as  of  the  date  hereof,  and any other director who was
appointed  or  nominated for election to the Board of Directors by a majority of
the  Continuing  Directors  then  in  office.

l.          DISABILITY:  A Disability shall mean a condition where the Executive
suffers a complete inability to perform the Executive's work assignments because
of  injury or sickness, and such inability is expected to continue indefinitely.
To  determine  Disability, Ralston shall rely on a determination with respect to
disability  of the Executive made under the Purina Benefit Association Long Term
Disability  Plan or any successor disability plan.  If no such determination has
been  made  within seven (7) months after the Executive's last day worked, or if
the  Executive  is  not  enrolled  in  the  Long  Term  Disability  Plan,  the
determination  shall be made by a licensed physician jointly selected by Ralston
and  the  Executive.    Fees  and  expenses  of  any physician, and all costs of
examinations  of  the  Executive,  shall  be  paid  by  Ralston.

m.         DISCOUNT RATE:  The Discount Rate shall mean the "applicable interest
rate"  (and  the  mortality  tables,  if  applicable)  prescribed  under Section
417(e)(3)  of  the  Code  at the time of the Executive's Qualifying Termination.

n.     EXCHANGE ACT:  The Exchange Act shall mean the Securities Exchange Act of
1934,  as  amended.

o.       FORMER RALSTON AFFILIATE:  A Person which, after a Split-up of Ralston,
is  no  longer  an  Affiliate of Ralston but which owns (directly or indirectly)
business operations and assets which before the Split-up were conducted or owned
by  Ralston  or  a  Ralston  Affiliate.

p.      INCENTIVE PLAN:  An Incentive Plan shall mean any cash bonus plan with a
term  of  more  than  two  (2) years but less than five (5) years, including the
1994,  1996  and  1998  Leveraged  Incentive Plans and all similar plans adopted
during  the  term  of  this  Agreement.

q.     PARACHUTE PAYMENT:  Parachute Payment shall mean a "parachute payment" as
defined  and  determined  pursuant to Section 280G of the Code applicable at the
time  of  the  Executive's  Qualifying  Termination.

r.     PAYMENT PERIOD:  The Payment Period shall mean the period commencing with
the first day of the month following the month in which a Qualifying Termination
occurs  and  continuing:

          (i)          for  thirty-six (36) months if the Qualifying Termination
occurs  at  any  time  during the first year following the Change in Control; or

          (ii)         for twenty-four (24) months if the Qualifying Termination
occurs  at  any  time during the second year following the Change in Control; or

          (iii)      for twelve (12) months if the Qualifying Termination occurs
at  any  time  during  the  third  year  following  the  Change  in  Control.

s.     PERSON:  Person shall mean any natural person, firm, individual, company,
corporation,  partnership, joint venture, joint stock company, limited liability
company,  business  trust, trust, association or any other business organization
or  entity,  whether  incorporated  or  unincorporated.

t.          QUALIFYING  TERMINATION:    A  Qualifying Termination shall mean the
Executive's  voluntary or involuntary termination of employment within three (3)
years  after  a  Change  in  Control  under  the  following  circumstances:

     (i)       upon or after a Change in Control as described in Article 2(a) or
2(b),  the Executive's termination of employment from Ralston, its Successor, or
an  Affiliate  of  either.

     (ii)        upon or after a Change in Control as described in Article 2(c),
the  Executive's  termination  of  employment  from  Ralston,  a  Former Ralston
Affiliate  or  a  Buyer,  or  a  Successor  or an Affiliate of Ralston, a Former
Ralston  Affiliate  or  a  Buyer.

Notwithstanding  the  foregoing,  in  no event shall a Qualifying Termination be
deemed  to  occur  on  account  of:

(A)  the  Executive's transfer of employment at any time during the term of this
Agreement  between  two  Persons  within any of the following groups of Persons:
Ralston  and any of its Affiliates; or a Former Ralston Affiliate and any of its
Affiliates;  or  a  Buyer and any of its Affiliates (and including Successors to
any  of  the  foregoing  Persons);  or
(B)  the  Executive's  being employed by a Former Ralston Affiliate or Buyer, or
any  Affiliate  or  Successor  of  either of the foregoing, in connection with a
Change  in  Control  described  in  Article  2(c);  or
(C)  the  Executive's  death.

u.          RETIREMENT  PLAN:  The Retirement Plan shall mean the Ralston Purina
Retirement  Plan,  as  amended,  or  any  successor  retirement  plan adopted by
Ralston.

     v.     SPLIT-UP:  A Split-up shall mean an event described in Article 2(c).

w.     SUCCESSOR:  A Successor shall mean the continuing, surviving or successor
Person  which  is  created,  or  remains  in  existence,  upon  the  merger  or
consolidation  of  two  Persons.

x.       SUPPLEMENTAL PLAN:  The Supplemental Plan shall mean the Ralston Purina
Supplemental  Retirement  Plan,  as  amended,  or  any  successor  supplemental
retirement  plan  adopted  by  Ralston.

ARTICLE  2.    CHANGE  IN  CONTROL:  A Change in Control will occur if there is:
               -------------------

     a.          A  change in the membership of the Board of Directors such that
Continuing Directors shall have ceased (for any reason) to constitute at least a
majority  of  the  Board  of  Directors;  or

     b.        An acquisition by any Person and its Affiliates of the Beneficial
Ownership of fifty percent (50%) or more of the then outstanding Common Stock of
Ralston  (other  than  acquisitions  by Ralston, a Ralston Affiliate, any Person
acting  on  behalf  of Ralston as an underwriter pursuant to an offering, or any
trustee or other fiduciary holding Ralston Common Stock pursuant to the terms of
any  Ralston  benefit  plan);  or

c.         A Split-up of Ralston or its Successor, which shall include the sale,
spin-off,  reverse  spin-off  or  similar  types  of  transactions,  including a
management-led  leveraged  buyout, resulting in the disposition of businesses of
Ralston  and  its  Affiliates  during  a  twelve (12) month period which, in the
aggregate,  accounted  for more than one-third (33-1/3%) of the net consolidated
earnings  or  represented  more  than one-third (33-1/3%) of net assets (at fair
market  value)  of  Ralston  and its Affiliates, calculated as of the end of the
fiscal quarter immediately preceding the start of such twelve (12) month period.

ARTICLE  3.    OPERATION  OF  AGREEMENT:    This  Agreement shall not create any
               ------------------------
obligation  on  the  part  of  Ralston  or  its Affiliates, or the Executive, to
continue the Executive's employment relationship.  Anything in this Agreement to
the  contrary  notwithstanding, the Executive shall not be entitled to Severance
Benefits, as defined below, under this Agreement unless and until there has been
a  Change in Control and the Executive has had a Qualifying Termination.  Except
as  hereinafter  provided,  this  Agreement  shall  not affect any other benefit
program (as such programs may be amended) applicable to the Executive; provided,
that,  by  execution  of this Agreement, the Executive hereby waives any and all
claims  to benefits under any termination or severance plan or similar severance
arrangement  offered  by  Ralston  or  its  Affiliates  to  all or some of their
employees  during the term of this Agreement, that would otherwise be payable to
the  Executive  on  account  of,  or  coincident  with,  a  Change  in  Control.

ARTICLE  4.    SEVERANCE  BENEFITS:    If the Executive remains in the employ of
               -------------------
Ralston  or  one  of its Affiliates until a Change in Control has occurred, then
upon  the  Executive's  Qualifying  Termination  within  three (3) years after a
Change  in  Control,  the  Executive shall be entitled to the following benefits
("Severance  Benefits"),  subject  to withholding of any federal, state or local
taxes  which, in the opinion of counsel for the payor of the Severance Benefits,
are  required  to  be  withheld:

a.      Payment in a lump sum in cash, within sixty (60) days of the Executive's
Qualifying  Termination,  of  the  present  value, calculated using the Discount
Rate,  of  an  income stream equal to the Executive's Base Compensation as if it
were  to  be  paid  each  month  throughout  the  applicable Payment Period; and

b.          Continuation during the Payment Period of life, health, accident and
disability benefits no less favorable than those provided to the Executive under
life,  health,  accident and disability plans and programs in effect immediately
prior  to  the  Change  in  Control, subject to all terms and conditions of such
plans immediately prior to such Change in Control including, but not limited to,
provisions  regarding  the extent and duration of spouse and dependent coverage,
and  subject  to  payment  of premiums, if any, charged at rates no greater than
those  rates  in  effect  immediately  prior  to  the  Change  in  Control;  and

c.      Payment in a lump sum in cash, within sixty (60) days of the Executive's
Qualifying  Termination,  of  the  present  value (calculated using the Discount
Rate) of the difference as of the date of the Qualifying Termination between the
actual benefits, if any, to which the Executive, or the Executive's beneficiary,
is  entitled  under  the  Retirement  Plan  and the Supplemental Plan (excluding
amounts accrued in the PensionPlus Match Account in the Retirement Plan) and the
benefits, if any, under the Retirement Plan and the Supplemental Plan (excluding
amounts accrued in the aforesaid PensionPlus Match Account) which the Executive,
or  the  Executive's  beneficiary,  would  have  been entitled to receive if the
Executive  had  remained employed by Ralston or one of its Affiliates during the
applicable  Payment Period at a compensation level equal to the Executive's Base
Compensation;  and

d.      If the Executive, at the time of the Qualifying Termination, is at least
48  years  old but not yet age 55, monthly payments equal in amount to those the
Executive  would  be entitled to receive pursuant to the Retirement Plan and the
Supplemental  Plan  (excluding amounts accrued in the PensionPlus Match Account)
if  paid in the form of a single life annuity.  The payments shall be calculated
as  if  the  Executive  were  age  55  but  with  years  of service equal to the
Executive's  "credited  service"  (as  defined in the Retirement Plan) as of the
Qualifying  Termination.  Such payments shall commence upon the first day of the
month  following  the  later  to  occur  of  the  Qualifying  Termination or the
attainment  of  age  50,  and  shall  be  paid  to  the Executive (or his or her
beneficiary  designated under Article 6) until the date the Executive attains or
would  have  attained age 55.  If the Executive dies without having designated a
beneficiary,  amounts  payable  under  this  Article  4(d)  shall be paid to the
Executive's  estate  in a lump sum equal to the present value of such amounts as
of  the  date  of  death,  calculated  using  the  Discount  Rate.

ARTICLE  5.    PARACHUTE  PAYMENTS:    Notwithstanding  anything to the contrary
               -------------------
contained  in  this  Agreement,  the Executive may elect to reduce the Severance
Benefits  under  Article 4 so that the present value of such Severance Benefits,
if  they  constitute  Parachute Payments, together with the present value of all
Parachute  Payments  paid  to  the  Executive, are less than three (3) times the
Employee's  Base Amount.  For purposes of this Article 5, present value shall be
determined  by  application  of  a discount rate equal to 120% of the applicable
Federal  rate  (determined  under  Section  1274(d)  of  the  Code),  compounded
semi-annually.  Whether or not such Severance Benefits shall be reduced (and the
identity  of the Severance Benefits to be reduced), and the amount by which each
Severance  Benefit  shall be reduced, shall be within the sole discretion of the
Executive.  Any such election, if made, shall be made by the Executive's written
notice  to  Ralston,  in  accordance  with  Article  11  hereof,  not later than
forty-five  (45)  days  following  such  Executive's  Qualifying  Termination.

ARTICLE 6.  DESIGNATED BENEFICIARY:  The Executive, by notice in accordance with
            ----------------------
Article  11  hereof,  may designate a beneficiary or contingent beneficiaries to
receive  the  Severance  Benefits  described  in  Article  4 in the event of the
Executive's  death following the Executive's Qualifying Termination but prior to
payment  in  full by Ralston, its Successor or assigns.  The Executive may, from
time  to  time,  revoke  or  change  any  such  designation of beneficiary.  Any
designation  of beneficiary made pursuant to this Agreement shall be controlling
over  any  other  designation  made by the Executive, testamentary or otherwise;
provided,  that if Ralston shall be in doubt as to the right of a beneficiary to
receive payments, it may determine in its sole discretion to pay such amounts to
the  legal  representative  of  the  Executive's  estate.

ARTICLE  7.   EARLY SEPARATION: In the event that, prior to a Change in Control,
              ----------------
the  Executive  executes  a  separation  agreement  with  Ralston  or any of its
Affiliates  during  the term of this Agreement which, by its terms, specifically
addresses  issues  related  to  the  Executive's  termination  of employment and
benefits to be paid upon such termination, all of the Executive's rights, claims
and  entitlements  under this Agreement shall terminate even if, under the terms
of  such  separation agreement, the Executive remains employed by Ralston or one
of  its  Affiliates  for  a  period  of  time after execution of such separation
agreement.

ARTICLE  8.    SUCCESSORS AND ASSIGNS: This Agreement shall inure to the benefit
               ----------------------
of,  and  be  binding  upon, Ralston and its Successors.  Ralston may not assign
this  Agreement  without  the  Executive's  prior written consent.  Ralston will
require  any  Person  to which it assigns this Agreement to assume expressly the
Agreement and agree to perform this Agreement in the same manner and to the same
extent  that  Ralston  would be required to perform it if no such assignment had
taken  place.    No  assignment  of  this  Agreement  shall relieve Ralston from
liability  for  any  of  its obligations hereunder, and in the event of any such
assignment, Ralston shall continue to remain primarily liable for payment of the
Severance  Benefits  promised  under  Article  4  and  for  the  performance and
observance  of  the  agreements  provided herein to be performed and observed by
Ralston.  The  Executive  shall have no right to transfer or assign the right to
receive  any  Severance  Benefits  under  Article 4 of this Agreement, except as
permitted  under  Article  6.

ARTICLE  9.    COSTS:    Irrespective  of  the success of the Executive's claim,
               ------
Ralston  will  reimburse  the  Executive,  or  the  legal  representative of the
Executive's  estate,  for reasonable attorney's fees and costs in the event that
the  Executive brings legal action to enforce payment by Ralston, its Affiliates
or  assigns,  or  Successors  to any of the foregoing, of the Severance Benefits
promised  under Article 4 (plus interest at the applicable federal rate provided
for  in Section 7872(f)(2) of the Code on payments of Severance Benefits due but
not  timely  made)  after  the  Executive's  Qualifying  Termination.

ARTICLE  10.   TERM OF AGREEMENT:  This Agreement shall expire upon the earliest
               -----------------
of  the  following  to  occur:

(i)      five (5) years from its effective date, unless extended by the Board of
Directors  on  or  before  such  expiration  date;
(ii)          if  a determination of the Executive's Disability is made before a
Change  in  Control  while  this  Agreement is in effect, the day following such
determination;  or
(iii)         if the Executive ceases to be employed with Ralston and any of its
Affiliates  prior  to  a  Change  in  Control,  the last day of such employment;
provided that, if the Executive and Ralston or one of its Affiliates enters into
a  separation  agreement  as  described  in Article 7 while this Agreement is in
effect,  the  effective  date  of  such  separation  agreement.

After  the  expiration  of this Agreement, the Executive shall have no rights to
any  Severance Benefits under Article 4, provided, if a Change in Control occurs
prior to the expiration or termination of this Agreement, then upon a subsequent
Qualifying  Termination,  the  Executive  shall  be  entitled  to  the Severance
Benefits under Article 4, and the term of this Agreement shall be extended until
the  later  of  the  expiration  of  the  applicable  Payment  Period or, if the
Executive is eligible for monthly payments pursuant to Article 4(d), the date of
the  final  payment  thereunder.

ARTICLE  11.    NOTICE:  Any notice or other communication required or permitted
                ------
hereunder is deemed delivered when delivered in person; on the next business day
when  sent  by  an overnight delivery service; or on the third business day when
sent  by  U.S.  mail  service,  as  follows:

TO  RALSTON:                  Corporate  Secretary
                              Ralston  Purina  Company
                              Checkerboard  Square
                              St.  Louis,  MO    63164


TO  THE  EXECUTIVE:           ________________________
                              ________________________
                              ________________________


ARTICLE  12.    VENUE:    ANY  ACTION  OR LEGAL PROCEEDING TO ENFORCE PAYMENT OF
                -----
SEVERANCE  BENEFITS  UNDER  ARTICLE  4  OF  THIS AGREEMENT SHALL BE BROUGHT IN A
FEDERAL  OR STATE COURT LOCATED WITHIN THE EASTERN DISTRICT OF MISSOURI, AND THE
PARTIES  TO  THIS AGREEMENT CONSENT TO THE JURISDICTION AND VENUE OF SUCH COURT.

ARTICLE  13.    MISSOURI LAW TO GOVERN:  This Agreement shall be governed by the
                ----------------------
laws of the State of Missouri without regard to its conflict of laws provisions.

ARTICLE  14.  ENTIRE AGREEMENT:  This Agreement constitutes the entire agreement
              ----------------
between  the  parties  hereto  with  respect  to  the subject matter hereof, and
supersedes  and  replaces  any  previous  management continuity agreement or any
employment contract (oral or written) between Ralston and the Executive relating
to  severance payments after a Change in Control, and upon the execution of this
Agreement,  both  parties  agree that any prior agreement or employment contract
covering severance payments (or other severance-type payments) after a Change in
Control  shall  be  considered  null  and  void  and  of  no  further  effect.

<PAGE>
IN  WITNESS  WHEREOF,  Ralston  and  the  Executive have executed this Agreement
effective  as  of  the  __________  day  of  _______,  1999.


ATTEST:                             RALSTON PURINA COMPANY



Nancy  E.  Hamilton                 W. Patrick McGinnis
VP  &  Corporate  Secretary         Co-Chief Executive Officer


WITNESS:

________________________
Executive