RALSTON PURINA CO
<DOCUMENT>
<TYPE>EX-10.XXI
<SEQUENCE>3
<FILENAME>0003.txt
<TEXT>



                           NON-QUALIFIED STOCK OPTION
                           --------------------------


RALSTON PURINA COMPANY (the "Company"), effective September 21, 2000 grants this
Non-Qualified  Stock  Option  to  __________ ("Optionee") to purchase a total of
________shares  of  Common  Stock  of the Company ("Common Stock") at a price of
$22.25  per  share  pursuant  to  its  1999  Incentive  Stock Plan (the "Plan").
Subject  to  the  provisions  of  the Plan and the following terms, Optionee may
exercise  this  Option  from  time  to  time by tendering to the Company written
notice  of  exercise  together  with the purchase price in cash, or in shares of
Common  Stock  at  their  Fair Market Value as determined by the Human Resources
Committee,  or  both.

1.     Normal  Exercise.   This Option becomes exercisable at the rate of 25% of
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the total shares on September 21 in each of the years 2002, 2003, 2004 and 2005.
This Option remains exercisable through September 20, 2010 unless Optionee is no
longer  employed by the Company, in which case the Option is exercisable only in
accordance  with  the  provisions  of  paragraph  3  below.

2.     Acceleration.  Notwithstanding  the  above,  any  shares  not  previously
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forfeited  under  this  Option  will  become fully exercisable before the normal
exercise dates set forth in paragraph 1 hereof upon the occurrence of any of the
following  events  while  Optionee  is  employed  by  the  Company:

     a.    death  of  Optionee;

     b.    declaration,  by  the  Committee,  of  Optionee's  total  and
           permanent disability;

     c.    the  voluntary termination of employment of Optionee (i) at or
           after age  55  with 15 years of service with the Company or its
           Affiliates; or (ii) at or  after  age  62;

     d.    a  Change  of  Control;  or

     e.    the  involuntary termination of employment of Optionee, other than a
           termination  for any of the following reasons: Termination for
           Cause, Optionee's engaging in competition with the Company or an
           Affiliate, or Optionee's engaging in  any activity or conduct
           contrary to the best interests of the Company or any Affiliate.
           For purposes of this Option, involuntary termination shall include
           (i)  Optionee's involuntary termination of employment with the
           Company or an Affiliate which employs Optionee; or (ii) the sale or
           other disposition of a majority  of  the stock or assets of an
           Affiliate which employs Optionee.  In no event  shall  transfers of
           employment  between  the  Company  and  any  of its Affiliates,  or
           the creation of a class of stock of the Company which tracks the
           performance of an Affiliate, be deemed to constitute an involuntary
           termination of employment.

3.     Exercise  After Certain Events.  Upon the occurrence of any of the events
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described  below,  any  shares  that  are exercisable upon such occurrence shall
remain  exercisable during the period stated below, but, in any event, not later
than  September  20,  2010:

     a.    If  Optionee's employment is terminated due to declaration of total
           and permanent disability, voluntary termination at or after the
           time set forth in  paragraph  2(c)(i)  or (ii), or involuntary
           termination of employment (other than  for  events described in
           Sections IV.A.1, 3 or 4 of the Plan), such shares that are
           exercisable  shall  remain  exercisable  for  five  years
           thereafter;

     b.    If Optionee's employment is terminated due to death, such shares
           that are exercisable shall remain exercisable for three years
           thereafter;

     c.    If Optionee's employment is terminated voluntarily prior to the time
           set  forth in paragraph 2(c) (i) or (ii), such shares that are
           exercisable shall remain  exercisable  for  six  months  after
           such  voluntary  termination;

     d.    When, prior to a Change of Control, there has been a declaration of
           forfeiture  pursuant  to Section IV of the Plan because Optionee's
           employment is Terminated  for  Cause,  Optionee  engages in
           competition with the Company or an Affiliate,  or  Optionee engages
           in any activity or conduct contrary to the best interests of the
           Company or any Affiliate, such shares that are then exercisable
           shall remain exercisable for seven days after such declaration; or

     e.    After a  Change  of Control, if Optionee's employment is Terminated
           for  Cause, Optionee engages in competition with the Company or an
           Affiliate, or Optionee  engages  in  any activity or conduct
           contrary to the best interests of the Company or any Affiliate,
           such shares that are then exercisable shall remain exercisable
           for seven days  after  a  declaration that any of such events has
           occurred.

4.     Forfeiture.  Prior  to  a  Change of  Control, this Option is subject to
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forfeiture for the reasons set forth in Section IV.A.1, 3 or 4 of the Plan.  If
there  is a declaration of forfeiture, those shares that are exercisable at the
time of the declaration may be exercised as set forth in paragraph 3 hereof;
all other  shares  are  forfeited.

5.     Definitions.  Unless  otherwise  defined  in  this  Non-Qualified  Stock
       ------------
Option,  defined  terms  used herein shall have the same meaning as set forth
in the  Plan.

           "Change  of  Control"  shall  occur  when  (i)  a  person, as
           defined under securities laws of the United States, acquires
           beneficial ownership of more than 50%  of  the outstanding voting
           securities of the Company; or (ii) the directors of the Company
           immediately before a business combination between the Company and
           another  entity,  or  a proxy contest for the election of directors,
           shall, as a result  thereof, cease to constitute a majority of the
           Board of Directors of the Company  or  any successor to the Company.

           "Eligible  Optionee"  shall mean an Optionee who is actively at work
           at, or on an approved leave of absence from, the Company or an
           Affiliate at the time of exercise of an Eligible Option.

           "Eligible  Option"  shall  mean  an outstanding Option, held by an
           Eligible Optionee,  which  has  a  remaining  term  of  at  least
           one  year.

6.     Severability.  The invalidity or unenforceability of any provision hereof
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in  any  jurisdiction  shall  not  affect  the validity or enforceability of the
remainder hereof in that jurisdiction, or the validity or enforceability of this
Non-Qualified Stock Option, including that provision, in any other jurisdiction.
To  the  extent permitted by applicable law, the Company and Optionee each waive
any  provision  of  law that renders any provision hereof invalid, prohibited or
unenforceable  in  any  respect.  If  any provision of this Option is held to be
unenforceable  for  any  reason,  it  shall  be  adjusted rather than voided, if
possible,  in order to achieve the intent of the parties to the extent possible.

7.     Grants of Restoration Options.      If Optionee exercises this Option by
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tendering shares  of  Common Stock that have been held for at least six months,
and if Optionee is an Eligible Optionee and the Option qualifies as an Eligible
Option at the time of such exercise, then Optionee shall be entitled to a grant
of a Restoration Option to purchase a number of shares of Common Stock equal to
the number  of  shares  so  tendered.  Such Restoration Option shall permit the
Optionee to purchase shares of Common Stock of the Company at an exercise price
equal to  the New York Stock Exchange - Composite Transactions closing price on
the date  of  grant, and shall be subject to such other terms and conditions as
the  Human  Resources  Committee  of  the  Board  shall  determine.




ACKNOWLEDGED  AND  ACCEPTED:          RALSTON  PURINA  COMPANY

-------------------------
Optionee
                                     By:---------------------------
-------------------------               W. P. McGinnis,
Date                                    Chief  Executive  Officer


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</DOCUMENT>
