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                                                                    Exhibit 3(i)



                       RESTATED ARTICLES OF INCORPORATION
                                       OF
                             RALSTON PURINA COMPANY


                                      * * *


     The original Articles of Incorporation were filed with the Secretary of
State of the State of Missouri on January 8, 1894. The initial shareholders were
William O. Andrews, William H. Danforth and George R. Robinson, Jr., each of
whom resided in the City of St. Louis, Missouri, and each of whom initially
subscribed to 40 shares. The Restated Articles of Incorporation, as amended, are
hereby restated pursuant to Section 351.106 of the General and Business
Corporation Law of Missouri.

ARTICLE ONE - NAME

     The name of the corporation is Ralston Purina Company.


ARTICLE TWO - OFFICE

     The registered office of the corporation is located at 221 Boliver Street,
Jefferson City, Missouri 65101, and the name of its registered agent at such
address is Prentice Hall Corporation System.


ARTICLE THREE - AUTHORIZED SHARES

     A.   CLASSES AND NUMBER OF SHARES

     The aggregate number of shares of capital stock which the corporation is
authorized to issue is 610,600,000 shares, consisting of:

     (a)  600,000,000 shares of Common Stock, par value $.10 per share ("Common
          Stock"); and

     (b)  10,600,000 shares of Preferred Stock, par value $1.00 per share
          ("Preferred Stock").

     B.   NO PREEMPTIVE RIGHTS

     No shareholder of any class of stock of the corporation shall have any
preemptive right to acquire any additional shares of any class.


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     C. TERMS OF PREFERRED STOCK

     The terms of the shares of each series of Preferred Stock shall be as
stated and expressed in these Restated Articles of Incorporation or any
amendment hereto, or in the resolution or resolutions providing for the issuance
of such series of Preferred Stock adopted by the Board of Directors. Subject to
the requirements of The General and Business Corporation Law of Missouri
("GBCL") and the provisions of these Restated Articles of Incorporation, the
Board of Directors is expressly authorized to cause any number of the authorized
and undesignated shares of Preferred Stock to be issued from time to time in one
or more series of Preferred Stock with such voting powers, full or limited, or
no voting powers, and such designations, preferences and relative,
participating, optional or other special rights, and qualifications, limitations
or restrictions thereof, if any, as the Board of Directors may fix by resolution
or resolutions, prior to the issuance of any shares of such series of Preferred
Stock, each of which series may differ from any and all other series, including,
without limiting the generality of the foregoing, the following:

     (i)   The number of shares constituting such series of Preferred Stock and
           the designation thereof;

     (ii)  The dividend rate, if any, on the shares of such series of Preferred
           Stock, whether and the extent to which any such dividends shall be
           cumulative or non-cumulative, the relative rights of priority, if
           any, of payments of any dividends, and the time at which, and the
           terms and conditions on which, any dividends shall be paid;

     (iii) The right, if any, of the holders of shares of such series of
           Preferred Stock to vote and the manner of voting, except as may
           otherwise be provided by the GBCL and the provisions of these
           Restated Articles of Incorporation;

     (iv)  The right, if any, of the holders of shares of such series of
           Preferred Stock to convert the same into, or the right, if any, of
           the corporation to exchange the same for, another class or series of
           capital stock of the corporation and the terms and conditions,
           including any provision for future adjustment in the conversion or
           exchange rate, under which said shares may be converted or exchanged;

     (v)   The redemption or purchase price or prices of the shares of such
           series of Preferred Stock, if any, and the times at which, and the
           terms and conditions of which, the shares of such series of Preferred
           Stock may be redeemed or purchased;

     (vi)  The terms of the sinking fund, if any, to be provided for such series
           of Preferred Stock, and the terms and amount of any such sinking
           fund;




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     (vii)  The rights of the holders of shares of such series of Preferred
            Stock in the event of a voluntary or involuntary liquidation,
            dissolution or winding up of the corporation and the relative rights
            of priority, if any, of such holders with respect thereto; and

     (viii) Any other relative powers, preferences and rights, and any
            qualifications, limitations or restrictions, of such series of
            Preferred Stock.


     D. TERMS OF COMMON STOCK

     1. Voting Rights. On all matters to be voted on by the holders of shares of
Common Stock, each outstanding share of Common Stock shall have one vote.

     2. Dividend Rights. Subject to the express terms of any outstanding series
of Preferred Stock, dividends may be declared and paid upon the Common Stock out
of funds of the corporation legally available therefor, in such amounts and at
such times as the Board of Directors may determine. Funds otherwise legally
available for the payment of dividends on the Common Stock shall not be
restricted or reduced by reason of there being any excess of the aggregate
preferential amount of any series of Preferred Stock outstanding over the
aggregate par value thereof. Before any dividend, other than a dividend payable
in Common Stock of the corporation, may be declared and paid with respect to any
class of Common Stock outstanding, all cumulative dividends for past quarters
and the dividend for the current quarter with respect to the ESOP Preferred
Stock outstanding must be declared and paid, or declared and set apart for
payment.


ARTICLE FOUR - DIRECTORS

Number and Classification

     The Board of Directors of the corporation shall consist of twelve members,
or such other number as may be fixed by, or in the manner provided in, the
Bylaws of the corporation, but not less than nine nor more than eighteen, and
any changes in the number of Directors shall be reported to the Secretary of
State within thirty calendar days of such change. The time of service and mode
of classification of the Directors shall be provided for by the Bylaws of the
corporation; provided, however, that the Board of Directors shall be classified
into three classes as nearly equal in size as possible, with successive annual
elections of the classes, each class to be elected for a term of three years.

Removal of Directors

     At a meeting called expressly for that purpose, Directors may be removed in
the manner provided in this Article. One or more members of the Board of
Directors may be removed, with or without cause, by a vote of not less than
two-thirds of the

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aggregate voting power of the outstanding Common Stock and Preferred Stock
entitled to vote thereon at such meeting, and by such other vote as may be
required by the GBCL. Whenever the holders of the shares of any class are
entitled to elect one or more Directors, the provisions of this Article shall
apply, in respect of the removal of a Director or Directors so elected, to the
vote of the holders of the outstanding shares of that class and not to the vote
of the holders of the outstanding shares as a whole.

Amendment

     This Article may be amended or repealed only upon the affirmative vote of
not less than two-thirds of the aggregate voting power of the outstanding Common
Stock and Preferred Stock entitled to vote thereon at a meeting called for such
purpose, and by such other vote as may be required by the GBCL; provided,
however, that whenever the holders of shares of any class are entitled to elect
one or more Directors, such amendment shall also require the affirmative vote of
not less than two-thirds of the voting power of the outstanding shares of each
such class entitled to vote at such meeting, and by such other vote as may be
required by the GBCL.


ARTICLE FIVE - TERM OF EXISTENCE

     The corporation shall have a perpetual existence.


ARTICLE SIX - PURPOSES

     The purposes of the corporation are to engage in the food and feed business
and to carry on any other lawful business for profit which is authorized by the
Directors and which is proper for a corporation organized under the General and
Business Corporation Law of Missouri, and to enter into any transactions or
perform any acts necessary or incidental to any of the foregoing.


ARTICLE SEVEN - BYLAWS

     The right to make, alter, amend or repeal the Bylaws of the corporation
shall be vested in the Board of Directors of the corporation.


ARTICLE EIGHT - CERTAIN BUSINESS COMBINATIONS

Approval

     The approval of any Business Combination shall, in addition to any
affirmative vote required by the GBCL, require the affirmative vote of the
holders of not less than two-thirds of the aggregate voting power of the
outstanding shares of Common Stock and Preferred Stock entitled to vote at a
meeting of shareholders called for such purpose and of a majority of the voting
power of all such shares of which a Substantial

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Shareholder is not the Beneficial Owner; provided, however, that any such
Business Combination may be approved on any affirmative vote required by the
GBCL if:

     (a)  there are one or more Continuing Directors and the Business
          Combination shall have been approved by a majority of them; or

     (b)  the cash, or Fair Market Value of the property, securities or other
          consideration to be received per share by the shareholders of each
          class of stock of this corporation in the Business Combination is not
          less than the higher of:

          (i)  the highest per share price paid by the Substantial Shareholder
               for the acquisition of any shares of such class, with appropriate
               adjustments for stock splits, stock dividends and like
               distributions, or

          (ii) the Fair Market Value of such shares, on the date the Business
               Combination is approved by the Board of Directors.

Definitions

     (a)  For purposes of this Article Eight, the term "Business Combination"
          shall mean:

          (i)   any merger or consolidation of the corporation or any subsidiary
                of the corporation with (a) any Substantial Shareholder or (b)
                any other corporation which, after such merger or consolidation,
                would be a Substantial Shareholder, regardless of which entity
                survives;

          (ii)  any sale, lease, exchange, mortgage, pledge, transfer or other
                disposition (in one transaction or a series of transactions) to
                or with any Substantial Shareholder, of any assets of the
                corporation or any subsidiary of the corporation, or both, that
                have an aggregate Fair Market Value of more than twenty percent
                of the book value of the total assets of the corporation as
                shown on its consolidated balance sheet as of the end of the
                calendar quarter immediately preceding any such transaction;

          (iii) the adoption of any plan or proposal for the liquidation or
                dissolution of the corporation proposed by or on behalf of a
                Substantial Shareholder; or

          (iv)  any transaction involving the corporation or any of its
                subsidiaries, including the issuance or transfer of any
                securities of, any reclassification of securities of, or any
                recapitalization of, the corporation or any of its subsidiaries,
                or any merger or consolidation of the corporation with any of
                its subsidiaries (whether or not involving a Substantial
                Shareholder), if the transaction would have the effect, directly
                or indirectly, of increasing the proportionate

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               share of the outstanding shares of any class of equity or
               convertible securities of the corporation or any subsidiary, of
               which a Substantial Shareholder is the Beneficial Owner.

     (b)  The term "Continuing Director" shall mean any member of the Board of
          Directors of the corporation who is not an Affiliate of the
          Substantial Shareholder and who was a member of the Board of Directors
          prior to the time that the Substantial Shareholder became a
          Substantial Shareholder, and any successor of a Continuing Director if
          the successor is not an Affiliate of the Substantial Shareholder and
          is recommended or elected to succeed a Continuing Director by a
          majority of Continuing Directors.

     (c)  The term "Substantial Shareholder" shall mean and include any
          individual, corporation, partnership or other person or entity which,
          together with its Affiliates and Associates, is the Beneficial Owner
          in the aggregate of more than twenty percent of the voting power of
          the outstanding Common Stock and Preferred Stock entitled to vote in
          an election of Directors; and any Affiliate or Associate of any such
          individual, corporation, partnership or other person or entity.

     (d)  The term "Fair Market Value" shall mean:

          (i)  in the case of stock, the highest closing sale price per share of
               a share of such stock during the 30-day period immediately
               preceding the approval of the Business Combination by the Board
               of Directors as reported by any United States Securities Exchange
               registered under the Securities Exchange Act on which such shares
               are listed, or, if such shares are not listed on any such
               Exchange, then the highest closing bid quotation for any of such
               shares as reported on the National Association of Securities
               Dealers, Inc. Automated Quotations System or any such system then
               in use, or if no such closing sales price or bid quotation is
               reported, the Fair Market Value as determined on the date in
               question by a majority of Continuing Directors; or

          (ii) in the case of property or securities other than cash or stock,
               the Fair Market Value of said property or securities on the date
               in question as determined by a majority of the Continuing
               Directors.

     (e)  The following terms shall be defined by reference to the Securities
          Exchange Act of 1934 and the Rules in effect thereunder on November
          30, 1983:

          (i)  "Affiliate" under Rule 12b-2;

          (ii) "Associate" under Rule 12b-2; and

          (iii) "Beneficial Owner" under Rule 13d-3.


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Amendment

     In addition to such other vote or consent as shall then be required by the
GBCL, this Article may be amended or repealed only upon the affirmative vote of
not less than two-thirds of the aggregate voting power of the outstanding Common
Stock and Preferred Stock entitled to vote at a meeting called for such purpose
and of a majority of the voting power of all such shares of which a Substantial
Shareholder is not the Beneficial Owner, and by such other vote as may be
required by the GBCL; provided, however, that this Article may be amended upon
any affirmative vote required by the GBCL, if such amendment has been approved
by a majority of the Board of Directors, if there is not a Substantial
Shareholder, or if there is a Substantial Shareholder, by a majority of the
Continuing Directors.

ARTICLE NINE - INDEMNIFICATION OF DIRECTORS, OFFICERS AND OTHERS

Right to Indemnification

     The Company shall indemnify any person who is or was a director, officer,
or employee of the Company, or is or was serving at the request of the Company
as director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, against any and all expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement,
actually and reasonably incurred by him or her in connection with any civil,
criminal, administrative or investigative action, proceeding or claim (including
an action by or in the right of the Company) by reason of the fact that he or
she is or was serving in such capacity, provided that such person's conduct is
not finally adjudged to have been knowingly fraudulent, deliberately dishonest
or willful misconduct. The liability of the Company's directors to the Company
or any of its shareholders for monetary damages for breach of fiduciary duty as
a director shall be eliminated to the fullest extent permitted under the
Missouri General and Business Corporations Law.

Rights Not Exclusive

     The indemnification and other rights provided by this Article shall not be
deemed exclusive of any other rights to which a director, officer or employee
may be entitled under any agreement, vote of shareholders or disinterested
directors or otherwise, and the Company is hereby specifically authorized to
provide such indemnification and other rights by any agreement, vote of
shareholders or disinterested directors or otherwise.

Enforceability; Amendment

     Each person who was or is a director, officer or employee of the Company
and the heirs, executors, administrator and estate of such person, is a third
party beneficiary of this Article and shall be entitled to enforce against the
Company all indemnification and other rights granted to such person by this
Article.


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     This Article may be hereafter amended or repealed; provided, however, that
no amendment or repeal shall reduce, terminate or otherwise adversely affect the
right of a person who was or is a director, officer or employee to obtain
indemnification with respect to an action, suit or proceeding that pertains to
or arises out of actions or omissions that occur prior to the effective date of
such amendment or repeal.


ARTICLE TEN - NO CUMULATIVE VOTING

           Shareholders shall not have the right to vote cumulatively in
electing directors.



                                                       RALSTON PURINA COMPANY


                                                       By:   /s/ S. M. Rea
                                                         ------------------
                                                               S. M. Rea
                                                             Vice President and
                                                              General Counsel


                                                       By:   /s/ N. E. Hamilton
                                                             ------------------
                                                               N. E. Hamilton
                                                               Secretary
Dated February 9, 2001



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STATE OF MISSOURI       )
                        )  ss.
CITY OF ST. LOUIS       )

      I, S. M. Rea, being duly sworn, on my oath, state that I am Vice President
and General Counsel of Ralston Purina Company; that in such capacity I signed
the foregoing Restated Articles of Incorporation of Ralston Purina Company; that
said restatement was duly approved by the Directors of Ralston Purina Company on
January 25, 2001; that said Restated Articles of Incorporation correctly set
forth without substantive change the corresponding provisions of the original
Articles of Incorporation of Ralston Purina Company as theretofore amended; and
that said Restated Articles of Incorporation supersede the said original
Articles of Incorporation and all the amendments thereto.


                                    /s/ S.M. Rea
                                    ------------
                                     S. M. Rea
                                    Vice President and General Counsel


STATE OF MISSOURI       )
                        )  ss.
CITY OF ST. LOUIS       )

      I, Cynthia K. Vinyard, a Notary Public, do hereby certify that on the 9th
day of February, personally appeared before me, S. M. Rea, who being by me first
duly sworn, declared that he is the person who signed the foregoing document as
Vice President and General Counsel of Ralston Purina Company, and that the
statements therein contained are true.


      (NOTARIAL SEAL)



                                    /s/ Cynthia K. Vinyard
                                    ----------------------
                                    Notary Public


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