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 906 Olive Street, St.
Louis, Missouri 63101, and the name of its registered agent at such address is
CT 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:


                                     - 2 -
(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"), of which 4,600,000 shares of Preferred Stock are designated as
     Series A ESOP Convertible Preferred Stock ("ESOP 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.

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:


                                     - 3 -

(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;


                                     - 4 -



(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.

If there be a default in the payment to the holders of the ESOP Preferred Stock
of the equivalent of six quarterly dividends, all such holders, voting as a
class, shall be entitled to elect two directors and their successors, to serve
until such time as the cumulative dividends on the ESOP Preferred Stock shall be
paid in full.  In such event, the President or the Secretary of the corporation
may, and upon the written request of the holders of 10% or more of the ESOP
Preferred Stock outstanding shall promptly, call a special meeting of the
holders of the ESOP Preferred Stock to be held within 90 days after the call;
however, if any such request shall be made within 120 days preceding the date
fixed for any annual meeting of shareholders, such special meeting shall be held
within 120 days after the call.  All other directors of the corporation shall
continue to be elected by the holders of all the outstanding capital stock
entitled to vote thereon.

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.


                                     - 5 -

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.


                                     - 6 -

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 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


                                     - 7 -
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


                                     - 8 -
of which a Substantial 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;


                                     - 9 -
     (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 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


                                     - 10 -
     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.


                                     - 11 -
(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.

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


                                     - 12 -
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 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 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.



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.


                                     - 13 -

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