RALSTON PURINA CO, DEF 14A, 1994-12-15

RALSTON PURINA CO
DEF 14A, 1994-12-15
GRAIN MILL PRODUCTS

Previous: PROPERTY CAPITAL TRUST, 10-Q, 1994-12-15

Next: SAFETY KLEEN CORP, 10-Q/A, 1994-12-15

<PAGE> 1
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934

Filed by the Registrant /X/

Filed by a Party other than the Registrant / /

Check the appropriate box:

/ / Preliminary Proxy Statement

/X/ Definitive Proxy Statement

/ / Definitive Additional Materials

/ / Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12

RALSTON PURINA COMPANY
----------------------------------------------------
(Name of Registrant as Specified in Its Charter)

RALSTON PURINA COMPANY
----------------------------------------------------
(Name of Person(s) Filing Proxy Statement)

Payment of Filing Fee (Check the appropriate box):

/X/ $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2)
previously paid pursuant to 14a-6(i)(1) by wire on December 14, 1994.

/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).

/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.

(1) Title of each class of securities to which transaction applies:

- ------------------------------------------------------------------------

(2) Aggregate number of securities to which transactions applies:

- ------------------------------------------------------------------------

(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:<F1>

- ------------------------------------------------------------------------

(4) Proposed maximum aggregate value of transaction:

- ------------------------------------------------------------------------

<F1>Set forth the amount on which the filing fee is calculated and state how
it was determined.

/ / Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which the
offsetting fee was paid previously. Identify the previous filing
by registration statement number, or the Form or Schedule and the
date of its filing.

(1) Amount Previously Paid:

- ------------------------------------------------------------------------

(2) Form, Schedule or Registration Statement No.:

- ------------------------------------------------------------------------

(3) Filing Party:

- ------------------------------------------------------------------------

(4) Date Filed:

- ------------------------------------------------------------------------

<PAGE> 2

RALSTON PURINA COMPANY

CHECKERBOARD SQUARE

ST. LOUIS, MISSOURI 63164

DEAR SHAREHOLDER:

You are cordially invited to attend the Annual Meeting of
Shareholders of Ralston Purina Company to be held at 2:30 p.m. on
Thursday, February 9, 1995, at the King Louis IX Ballroom, Hyatt
Regency St. Louis Hotel, St. Louis Union Station, 1820 Market Street,
St. Louis, Missouri.

We hope you will attend in person. If you plan to do so, please
complete and return the enclosed request for an advance registration
form. An admission card will be sent to you which will expedite your
admission.

Whether you plan to attend the meeting or not, we urge you to sign,
date and return the enclosed proxy as soon as possible in the postage-
paid envelope provided. This will ensure representation of your shares
in the event that you are unable to attend the meeting.

The Directors and Officers of the Company look forward to meeting
with you.

/s/ William P. Stiritz
WILLIAM P. STIRITZ
Chairman of the Board and
Chief Executive Officer

December 15, 1994

<PAGE> 3

<TABLE>
TABLE OF CONTENTS

<CAPTION>
PAGE
----

<S> <C>
Notice of Annual Meeting of Shareholders 3

Proxy Statement 4

Voting 4

Item 1. Election of Directors 5

Information about Nominees and Directors 5

Stock Ownership 7

Directors' Meetings, Committees and Fees 11

Item 2. Ratification of the Appointment of Independent Accountants 12

Other Business 13

Executive Compensation 13

Human Resources Committee Report on Repricing of Options 17

Human Resources Committee Report on Executive Compensation 18

Performance Graphs 20

Solicitation Statement 22

Shareholder Proposals for 1996 Annual Meeting 22
</TABLE>

2
<PAGE> 4

RALSTON PURINA COMPANY

CHECKERBOARD SQUARE

ST. LOUIS, MISSOURI 63164

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

To the Shareholders:

The Annual Meeting of Shareholders of Ralston Purina Company will be
held at 2:30 p.m. on Thursday, February 9, 1995, at the King Louis IX
Ballroom, Hyatt Regency St. Louis Hotel, St. Louis Union Station, 1820
Market Street, St. Louis, Missouri.

The meeting will be held for the following purposes:

1. To elect three Directors to serve three-year terms ending in
January, 1998, or until their successors are elected and
qualified;

2. To ratify the Board of Directors' appointment of Price Waterhouse
as independent accountants for the Company for the fiscal year
ending September 30, 1995;

and to act upon such other matters as may properly come before the
meeting.

Only shareholders of record at the close of business on December 2,
1994, are entitled to vote at the meeting.

By order of the Board of Directors,

/s/ James M. Neville
JAMES M. NEVILLE
Secretary

December 15, 1994

3
<PAGE> 5

PROXY STATEMENT

VOTING

This Proxy Statement is furnished to the shareholders of Ralston
Purina Company (the "Company") in connection with the solicitation of
proxies by the Board of Directors of the Company for use at the Annual
Meeting of Shareholders to be held on February 9, 1995. This Proxy
Statement is being mailed to shareholders on or about December 15,
1994.

The voting securities of the Company presently consist of its $.10
par value Ralston-Ralston Purina Group Common Stock ("RPG Stock"), its
$.10 par value Ralston-Continental Baking Group Common Stock ("CBG
Stock") and its $1.00 par value Series A ESOP Convertible Preferred
Stock ("ESOP Preferred Stock"), (collectively, the "Stock"). As of
December 2, 1994, the Company had issued and outstanding 104,080,066
shares of RPG Stock, 20,587,889 shares of CBG Stock and 4,237,667
shares of ESOP Preferred Stock. The 10,605,198 shares of RPG Stock and
269,936 shares of CBG Stock held in the Company's treasury will not be
voted.

The persons named as Proxies on the proxy card accompanying this
statement were designated by the Company's Board of Directors (the
"Board"). The shares represented by each such proxy will be voted in
accordance with the terms of the proxy. Any shareholder giving a proxy
has the right to revoke it by notifying the Secretary of the Company in
writing at any time before its exercise. Execution of the proxy will
not affect a shareholder's right to attend the meeting and vote in
person.

Each share of RPG Stock and ESOP Preferred Stock outstanding on the
record date will be entitled to one vote. Each share of CBG Stock
outstanding on the record date will be entitled to .107 votes. As of
July 30, 1993, the Company's Restated Articles of Incorporation were
amended to provide that shareholders shall not have the right to vote
cumulatively in electing directors.

A majority of the outstanding shares of RPG Stock, CBG Stock and ESOP
Stock entitled to vote at this meeting and a majority of the votes of
those outstanding shares, represented in person or by proxy, will
constitute a quorum. With regard to any proposal submitted to a vote
(including the Election of Directors, Ratification of the Appointment
of Independent Accountants and any other matters properly brought
before this meeting), approval requires the affirmative vote of a
majority of the shares, and the votes of such shares, which are
entitled to vote on the subject matter and which are represented in
person or by proxy at a meeting at which a quorum is present. Under the
Company's Restated Articles of Incorporation, certain amendments to
those Articles, and certain transactions described therein, may require
higher thresholds for approval. Abstentions and broker non-votes are
counted for purposes of determining the presence or absence of a quorum
for the transaction of business. Abstentions are counted in tabulations
of the votes cast on proposals presented to stockholders, whereas
broker non-votes are not counted for purposes of determining whether a
proposal has been approved.

Only shareholders of record at the close of business on December 2,
1994, are eligible to vote at the meeting. If a shareholder
participates in the Company's Dividend Reinvestment Plan, any proxy
given by such shareholder will also include all shares held for the
shareholder's account under that plan, unless contrary instructions are
given.

4
<PAGE> 6

ITEM 1. ELECTION OF DIRECTORS

Pursuant to the Company's Restated Articles of Incorporation and
Bylaws and the Board resolution adopted pursuant thereto, effective
from and after the 1995 Annual Meeting of Shareholders, the Board will
consist of nine members organized into three classes of three members
each, with each Director elected to serve for a three-year term.

Theodore A. Burtis, who has served as a Director since 1982, will not
stand for re-election at the 1995 Annual Meeting, having reached
mandatory retirement age pursuant to the Board's policy. The Company
wishes to express its gratitude to Mr. Burtis for his diligent and
effective service and many significant contributions to the Company and
its shareholders during his years as a Director.

At this meeting, three Directors are to be elected to serve three-
year terms ending in January, 1998, or until their successors are
elected and qualified. In accordance with the recommendation of its
Nominating Committee, the Board has nominated Messrs. David R. Banks,
M. Darrell Ingram and John F. McDonnell for election as Directors at
this meeting. Each nominee is currently serving as a Director and has
consented to serve for a new term. Messrs. Banks and McDonnell have
present terms which expire in January, 1995. Mr. Ingram, whose present
term does not expire until 1996, is standing for election with this
class of Directors so that the classes are as nearly equal in size as
possible, as required by the Company's Restated Articles of
Incorporation. If any nominee should be unable to serve as a Director,
an event not anticipated, proxies not limited to the contrary may be
voted in favor of the election of such other person as the Board may
nominate.

INFORMATION ABOUT NOMINEES AND DIRECTORS

Information about nominees for Directors and Directors continuing in
office follows. Directors' ages are as of December 31, 1994.

- ------------------------------------------------------------------------

WILLIAM P. STIRITZ, Director Since 1981, Age 60
(Continuing in office-Term Expiring 1997)

Chairman of the Board, Chief Executive Officer and
President, Ralston Purina Company. Also a director of
Angelica Corporation, Ball Corporation, Boatmen's
Bancshares, Inc., Reinsurance Group of America,
Incorporated, Ralcorp Holdings, Inc. and The May
Department Stores Company.

- ------------------------------------------------------------------------

DAVID R. BANKS, Director Since 1985, Age 57
(Standing for election at this meeting for a term
expiring 1998)

Chairman, President and Chief Executive Officer, Beverly
Enterprises, Inc. (health care services). Also a
director of Nationwide Health Properties, Inc., Wal-Mart
Stores, Inc. and Wellpoint Health Networks, Inc.

- ------------------------------------------------------------------------

JOHN H. BIGGS, Director Since 1989, Age 58
(Continuing in office-Term Expiring 1997)

Chairman and Chief Executive Officer, Teachers Insurance
and Annuity Association-College Retirement Equities Fund
(pension fund management). Former President and Chief
Executive Officer of Centerre Trust Co. of St. Louis.
Also a director of McDonnell Douglas Corporation.

- ------------------------------------------------------------------------

5
<PAGE> 7

DONALD DANFORTH, JR.<F*>, Director Since 1961, Age 62
(Continuing in office-Term Expiring 1996)

Chairman of the Board, Vector Corporation (equipment
manufacturing). Also President, Danforth Agri-Resources,
Inc. (diversified investments and management) and
Chairman of the Board, Treasurer and former President,
Kennelwood Village, Inc. (pet care center). Also a
director of Boatmen's Trust Company.

- ------------------------------------------------------------------------

WILLIAM H. DANFORTH<F*>, Director Since 1969, Age 68
(Continuing in office-Term Expiring 1996)

Chancellor, Washington University. Also a director of
McDonnell Douglas Corporation and Ralcorp Holdings, Inc.

- ------------------------------------------------------------------------

DAVID C. FARRELL, Director Since 1987, Age 61
(Continuing in office-Term Expiring 1997)

Chairman of the Board and Chief Executive Officer, The
May Department Stores Company (department store
retailing). Also a director of Emerson Electric Company.

- ------------------------------------------------------------------------

M. DARRELL INGRAM, Director Since 1986, Age 62
(Standing for election at this meeting for a term
expiring 1998)

Retired President and Chief Executive Officer, Petrolite
Corporation (specialty chemicals).

- ------------------------------------------------------------------------

JOHN F. MCDONNELL, Director Since 1988, Age 56
(Standing for election at this meeting for a term
expiring 1998)

Chairman of the Board and former Chief Executive
Officer, McDonnell Douglas Corporation (aerospace and
complementary businesses).

- ------------------------------------------------------------------------

KATHERINE D. ORTEGA, Director Since 1992, Age 60
(Continuing in office-Term Expiring 1996)

Former Alternate Representative of the United States to
the 45th General Assembly of the United Nations. Also
former Treasurer of the United States. Also a director
of Diamond Shamrock, Inc., The Kroger Co., Long Island
Lighting Company, Rayonier, Inc. and The Paul Revere
Corporation.

- ------------------------------------------------------------------------

[FN]
<F*> Donald Danforth, Jr. and William H. Danforth are brothers.

6
<PAGE> 8

STOCK OWNERSHIP

Table I below sets forth information regarding persons known by the
Company to beneficially own, as defined by the Securities and Exchange
Commission ("SEC") Rule 13d-3, more than 5% of the Company's RPG Stock
or CBG Stock as of November 15, 1994, except for Gabelli Funds, Inc.,
which is as of November 23, 1994. Except as noted, all such persons
possess sole voting and investment power with respect to the shares
listed.

<TABLE>
TABLE I

<CAPTION>
NAME AND ADDRESS AMOUNT AND NATURE OF % OF SHARES EXPLANATORY
OF BENEFICIAL OWNER TITLE OF CLASS BENEFICIAL OWNERSHIP OUTSTANDING<FA> NOTES
- ------------------------------------------------------------------------------------------------------------------------------

<S> <C> <C> <C> <C>
Boatmen's Bancshares, Inc. RPG Stock 16,504,683 14.52% <FB><FC>

One Boatmen's Plaza CBG Stock 2,781,361 12.48% <FD><FE>

St. Louis, MO 63101

Archer-Daniels-Midland Company CBG Stock 1,145,000 5.56% <FF>

Box 1470

Decatur, IL 62525

Gabelli Funds, Inc. CBG Stock 1,802,118 8.75% <FG>

One Corporate Center

Rye, New York 10580-1434

<FN>
- -----

<FA> For purposes of calculating the percent of Shares Outstanding for
each listed holder, Shares Outstanding were deemed to be shares
actually outstanding on November 15, 1994, except in the case of
Boatmen's Bancshares, Inc., as to whom Shares Outstanding were also
deemed to include shares into which ESOP Preferred Stock held by it
could be converted. See Footnotes (C) and (E) below. The number of
shares of CBG Stock actually outstanding remained unchanged between
November 15 and November 23.

<FB> Based on written representations made by the shareholder, this
amount consists of shares of RPG Stock owned by the following
subsidiaries of Boatmen's Bancshares, Inc.: Boatmen's Trust
Company-6,931,268 shares and other Boatmen's Bancshares
subsidiaries-17,476 shares. Of such shares, voting or investment
power for 874,738 and 724,190 shares are shared with Donald
Danforth, Jr. and William H. Danforth, respectively, both of whom
are Directors of the Company (see Table II).

<FC> Includes 9,555,939 shares of RPG Stock into which the Company's
ESOP Preferred Stock is convertible at a conversion rate of 2.255
shares of RPG Stock for each share of ESOP Preferred Stock.
Boatmen's disclaims beneficial ownership of these shares.

<FD> Based on written representations made by the shareholder, this
amount consists of shares of CBG Stock owned by the following
subsidiaries of Boatmen's Bancshares, Inc.: Boatmen's Trust
Company-1,084,368 shares and other Boatmen's Bancshares
subsidiaries-1,926 shares. Of such shares, voting or investment
power for 175,247 and 144,838 shares are shared with Donald
Danforth, Jr. and William H. Danforth, respectively, both of whom
are Directors of the Company (see Table II).

<FE> Includes 1,695,067 shares of CBG Stock into which the Company's
ESOP Preferred Stock is convertible at a conversion rate of .4
shares of CBG Stock for each share of ESOP Preferred Stock.
Boatmen's disclaims beneficial ownership of these shares.

<FF> Stated information is based on a Schedule 13D, dated July 15, 1994,
filed with the Securities and Exchange Commission.

<FG> Stated information is based on a Schedule 13D dated November 23,
1994, which was filed with the Securities and Exchange Commission.
Gabelli Funds, Inc. ("GFI") owns 696,000 shares as agent for a
number of investment funds sponsored by it. GFI has sole voting and
investment powers with respect to such shares, except that in
certain limited circumstances a special committee of each fund may
vote the shares held by the fund. GAMCO Investors, Inc., a majority
owned subsidiary of GFI, has sole dispositive power with respect to
1,086,118 shares and sole voting power with respect to 1,031,118 of
such shares. Gabelli International Limited II ("GIL II") has sole
voting and dispositive power with respect to 20,000 shares. Mario
Gabelli is the Chairman of the Board of
7
<PAGE> 9
Directors, Chief Executive Officer and Chief Investment Officer of
GFI and the Chief Investment Officer of GAMCO and GIL II, and he
has no direct voting or dispositive powers with respect to any
shares of CBG Stock.

- ------------------------------------------------------------------------
</TABLE>

All 4,237,667 shares of the Company's outstanding ESOP Preferred
Stock are held by Boatmen's Trust Company, a subsidiary of Boatmen's
Bancshares, Inc., as trustee under the Company's Savings Investment
Plan. The Company's Employee Benefit Asset Investment Committee (the
"Investment Committee"), currently consisting of J. R. Elsesser,
Chairman, L. L. Fraley, C. S. Sommer and A. M. Wray, each of whom is an
employee of the Company, has authority, subject to fiduciary
obligations, to direct the trustee to convert the ESOP Preferred Stock
into shares of RPG Stock and CBG Stock. The Investment Committee also
has authority to direct the deletion of the ESOP Preferred Stock Fund,
the RPG Stock Fund and the CBG Stock Fund, as well as all other
investment funds offered, from the Savings Investment Plan. The
Company's Benefits Policy Board (the "Benefits Committee"), currently
consisting of P. H. Hatfield, Chairman, C. S. Sommer, J. W. Brown, J.
R. Elsesser, W. P. McGinnis, J. P. Mulcahy and W. P. Stiritz, each of
whom is an employee of the Company, has authority to amend the Plan,
which amendment may also include the deletion of such funds. Upon
conversion of the shares of ESOP Preferred Stock into shares of RPG
Stock and CBG Stock, the shares of stock received in such conversion
would be invested in the RPG Stock Fund and the CBG Stock Fund or
distributed to participants, as required by the terms of the Plan, and
the members of the Investment Committee would have no further
dispositive control over such shares. Upon receipt of directions to
delete Funds, the appropriate trustee of the Plan would be required to
sell or cause to be converted or redeemed the shares of such Stock held
in the relevant Funds and transfer the proceeds to accounts in other
investment funds established on behalf of participants in the Plan.
Neither the Investment Committee nor the Benefits Committee has the
right to vote any shares of such Stock held in the Plan. Because of
their indirect dispositive power which could be deemed to be beneficial
ownership, the Investment Committee and the Benefits Committee each
file a Schedule 13G on an annual basis disclosing the above authority
with respect to shares of such Stock held in the Plan, but both
disclaim beneficial ownership of the Stock.

Under the Ralston Purina Company Savings Investment Plan, the
following Named Executive Officers have credited to their accounts the
following number of shares of ESOP Preferred Stock as to which these
individuals have only voting power: Mr. Stiritz-901 shares; Mr.
Brown-1,075 shares; Mr. Hatfield-955 shares; Mr. McGinnis-928 shares;
Mr. Mulcahy-392 shares; and all other executive officers as a
group-6,361 shares. In each case, such ownership represents less than
1% of the total shares of ESOP Preferred Stock outstanding.

Table II sets forth information regarding beneficial ownership (as
defined by SEC Rule 13d-3) of RPG Stock and CBG Stock by Directors,
Nominees for Directors, Executive Officers named in the Summary
Compensation Table on page 13, (the "Named Executive Officers") and all
Directors and Executive Officers as a group as of November 15, 1994.
Except as noted, all such persons possess sole voting and investment
power with respect to the shares listed. An asterisk in the column
listing the percentage of shares beneficially owned indicates the
person owns less than 1% of the Stock as of November 15, 1994.

<TABLE>
TABLE II

<CAPTION>
DIRECTORS,
NOMINEES FOR DIRECTORS NUMBER OF SHARES % OF SHARES EXPLANATORY
AND EXECUTIVE OFFICERS TITLE OF CLASS BENEFICIALLY OWNED OUTSTANDING<FA> NOTES
- ------------------------------------------------------------------------------------------------------------------------------

<S> <C> <C> <C> <C>
David R. Banks RPG Stock 200 <F*>
CBG Stock 40 <F*>

John H. Biggs RPG Stock 2,000 <F*> <FB><FC>
CBG Stock 400 <F*> <FB><FC>

Theodore A. Burtis RPG Stock 4,000 <F*>
CBG Stock 800 <F*>

8
<PAGE> 10

Donald Danforth, Jr. RPG Stock 1,266,290 1.22% <FB><FD>
CBG Stock 253,594 1.23% <FB><FD>

William H. Danforth RPG Stock 948,780 <F*> <FB><FC><FE>
CBG Stock 189,757 <F*> <FB><FC><FE>

David C. Farrell RPG Stock 25,000 <F*> <FC>
CBG Stock 5,000 <F*> <FC>

M. Darrell Ingram RPG Stock 3.138 <F*> <FF>
CBG Stock 607 <F*> <FF>

John F. McDonnell RPG Stock 5,094 <F*> <FC><FG><FH>
CBG Stock 400 <F*>

Katherine D. Ortega RPG Stock 727 <F*>
CBG Stock 103 <F*>

William P. Stiritz RPG Stock 1,240,647 1.19% <FC><FI><FO>
CBG Stock 214,984 1.04% <FC><FI><FO>

Jay W. Brown RPG Stock 113,387 <F*> <FJ><FO>
CBG Stock 82,132 <F*> <FJ><FO>

Paul H. Hatfield RPG Stock 234,700 <F*> <FK><FO>
CBG Stock 46,873 <F*> <FK><FO>

W. Patrick McGinnis RPG Stock 157,363 <F*> <FL><FO>
CBG Stock 29,605 <F*> <FL><FO>

J. Patrick Mulcahy RPG Stock 133,645 <F*> <FM><FO>
CBG Stock 25,356 <F*> <FM><FO>

All Directors and Executive RPG Stock 6,198,062 5.96% <FN><FO>
Officers as a Group (22 persons) CBG Stock 1,267,050 6.15% <FN><FO>

- -----
<FN>

<FA> For purposes of calculating the percentage of Shares Outstanding
owned by each individual or the group, Shares Outstanding were
deemed to be (i) shares actually outstanding on November 15, 1994,
and (ii) shares attributable to stock options or convertible
securities which could be exercised for or convertible into RPG
Stock or CBG Stock within 60 days from November 15, 1994.

<FB> Excludes 4,085,000 shares of RPG Stock, or 3.92% of the outstanding
RPG Stock, and 361,100 shares of CBG Stock, or 1.75% of the
outstanding CBG Stock, held by The Danforth Foundation, St. Louis,
Missouri. John H. Biggs, Donald Danforth, Jr. and William H.
Danforth are three of the nine trustees of the Foundation. Messrs.
J. Biggs, D. Danforth, Jr. and W. Danforth disclaim beneficial
ownership of such shares.

<FC> Excludes 3,584,546 shares of RPG Stock, or 3.44% of the outstanding
RPG Stock, and 747,048 shares of CBG Stock, or 3.63% of the
outstanding CBG Stock, held by Washington University, St. Louis,
Missouri. William H. Danforth is Chancellor of the University and
he and Directors Biggs, Farrell, McDonnell and Stiritz are on the
University's Board of Trustees, which consists of 46 members.
Messrs. Biggs and McDonnell serve on the University's Investments
Committee.

<FD> Donald Danforth, Jr. has sole voting and investment powers
respecting 276,900 shares of RPG Stock and 50,361 shares of CBG
Stock. He shares voting and investment powers respecting 874,738
shares of RPG Stock and 175,247 shares of CBG Stock, and disclaims
beneficial ownership of 100,738 of such shares of RPG Stock and
20,447 of such shares of CBG Stock. Included are 114,652 shares of
RPG Stock and 27,986 shares of CBG Stock owned by his wife.

<FE> William H. Danforth has sole voting and investment powers
respecting 86,208 shares of RPG Stock and 17,243 shares of CBG
Stock. He shares voting and investment powers respecting 862,572
shares of RPG Stock and 172,514 shares of CBG Stock, and disclaims
beneficial ownership of 97,796 of such shares of RPG Stock and
19,559 of such shares of CBG Stock.

<FF> Includes 260 shares of RPG Stock and 52 shares of CBG Stock held in
IRA accounts.

9
<PAGE> 11

<FG> Includes 3,094 shares of RPG Stock held in trusts of which Mr.
McDonnell serves as co-trustee.

<FH> Mr. McDonnell inadvertently filed an SEC Form 4 for the month ended
December 31, 1993, eleven days after the appropriate filing period
had expired. The Form 4 reported a sale of shares of RPG Stock by a
charitable trust of which Mr. McDonnell is co-trustee.

<FI> Includes 10,000 shares of RPG Stock and 1,800 shares of CBG Stock
owned by Mr. Stiritz's wife, 2,400 shares of RPG Stock and 240
shares of CBG Stock owned jointly with his children and 88,103
shares of RPG Stock and 15,000 shares of CBG Stock which are not
presently owned but could be acquired within 60 days by the
exercise of stock options. Also includes 9,184 shares of RPG Stock
and 1,729 shares of CBG Stock which are approximations of the
number of shares as to which Mr. Stiritz presently has only voting
power under the Company's Savings Investment Plan. Mr. Stiritz
disclaims beneficial ownership of shares of RPG Stock and CBG Stock
owned by his wife.

<FJ> Includes 21,296 shares of RPG Stock and 4,259 shares of CBG Stock
owned by Mr. Brown's wife and 44,052 shares of RPG Stock and 68,274
shares of CBG Stock which are not presently owned but could be
acquired within 60 days by the exercise of stock options. Also
includes 774 shares of RPG Stock and 146 shares of CBG Stock which
are approximations of the number of shares as to which Mr. Brown
presently has only voting power under the Company's Savings
Investment Plan.

<FK> Includes 19,868 shares of RPG Stock and 3,973 shares of CBG Stock
owned by Mr. Hatfield's wife. Also includes 5,608 shares of RPG
Stock and 1,056 shares of CBG Stock which are approximations of the
number of shares as to which Mr. Hatfield presently has only voting
power under the Company's Savings Investment Plan.

<FL> Includes 1,847 shares of RPG Stock and 257 shares of CBG Stock
owned by Mr. McGinnis' wife and 58,735 shares of RPG Stock and
10,000 shares of CBG Stock which are not presently owned but could
be acquired by Mr. McGinnis within 60 days by the exercise of stock
options. Also includes 676 shares of RPG Stock and 127 shares of
CBG Stock which are approximations of the number of shares as to
which Mr. McGinnis presently has only voting power under the
Company's Savings Investment Plan. Mr. McGinnis disclaims
beneficial ownership of shares of RPG Stock and CBG Stock owned by
his wife.

<FM> Includes 2,429 shares of RPG Stock and 485 shares of CBG Stock
owned jointly with his children and 58,735 shares of RPG Stock and
10,000 shares of CBG Stock which are not presently owned but could
be acquired within 60 days by the exercise of stock options. Also
includes 1,173 shares of RPG Stock and 611 shares of CBG Stock
which are approximations of the number of shares as to which Mr.
Mulcahy presently has only voting power under the Company's Savings
Investment Plan.

<FN> With respect to all executive officers except those named in Table
II, includes 98,353 shares of RPG Stock and 23,181 shares of CBG
Stock which are not presently owned but could be acquired within 60
days by the exercise of stock options or the conversion of the
Company's 5 3/4% Convertible Subordinated Debentures, and 1,800
shares of RPG Stock and 360 shares of CBG Stock as to which certain
officers share investment and voting powers with their families.
Also includes 28,600 restricted shares of RPG Stock and 3,720
restricted shares of CBG Stock as to which certain officers
presently have only voting power and 6,955 shares of RPG Stock and
1,313 shares of CBG Stock which are approximations of the number of
shares as to which officers presently have only voting power under
the Company's Savings Investment Plan. Also includes 1,700,866
shares of RPG Stock and 340,173 shares of CBG Stock held to fund
retirement benefits by the Ralston Purina Master Collective Trust
of which an executive officer is one of four trustees sharing
investment and voting power.

<FO> Shares of RPG Stock and CBG Stock which are held in the Company's
Savings Investment Plan are not directly allocated to individual
participants but instead are held in separate funds in which
participants acquire units. Such funds also hold varying amounts of
cash and short-term investments. The number of shares of both
classes of stock reported herein as being held in the Plan with
respect to the executive officers of the Company is an
approximation of the number of such shares in each fund allocable
to each of the executive officers. The number of shares of each
class allocable to a participant in such funds will vary on a daily
basis based upon the cash position of the funds and the market
price of each class of stock.

- ------------------------------------------------------------------------
</TABLE>

10
<PAGE> 12

DIRECTORS' MEETINGS, COMMITTEES AND FEES

The Board currently has seven regular meetings scheduled per year,
and holds such special meetings as deemed advisable, to review
significant matters affecting the Company and to act upon matters
requiring Board approval. The Board of Directors held seven regular
meetings during fiscal year 1994. Non-management Directors receive an
annual retainer of $30,000. They are also paid $1,000 for attending
each regular or special Board meeting and each standing committee
meeting, including telephonic meetings, and for each consent to action
without a meeting. Non-management chairmen of standing committees
receive an additional annual retainer of $2,000. The Company also pays
the premiums on Directors' and Officers' Liability and Travel Accident
insurance policies insuring Directors.

The Company has a Retirement Plan for Non-Management Directors. Under
this plan, a Director who has served at least five years will be paid a
retirement benefit upon retirement or resignation and in certain other
circumstances. The Board's present policy is that no Director will
stand for election after reaching age 70. The annual retirement benefit
ranges from 50 to 100 percent of the annual Board retainer in effect at
the time of the Director's retirement or resignation, depending on
credited Board service. The benefit is paid in a lump sum equal to the
present value of the right to receive such annual benefit for life,
using assumptions as to discount rate and life expectancy similar to
those used in connection with the Company's qualified defined benefit
retirement plans for employees.

The Company also has a Deferred Compensation Plan for Non-Management
Directors. Under this plan, any non-management Director may elect to
defer, with certain limitations, all retainers and fees. Deferrals may
be made in RPG Stock and CBG Stock equivalents in an Equity Option or
may be made in cash under a Variable Interest Option. Deferrals in the
Variable Interest Option earn interest at Morgan Guaranty Trust Company
of New York's prime rate; deferrals in the Equity Option in fiscal year
1994 were increased by a 25% match by the Company, and earn dividend
equivalents to the extent dividends are paid on the underlying stocks.
Stock equivalents credited to a Director's account are valued at market
value of the underlying stock at the time of payout. Deferrals in both
the Variable Interest and Equity Options are paid out in a lump sum in
cash to the Director at the Director's retirement, termination or total
disability, or to the Director's estate or beneficiary upon the
Director's death.

During fiscal year 1994, all Directors attended 75% or more of the
aggregate of the meetings of the Board and of the Board committees to
which they were appointed.

To assist the Board in the discharge of its responsibilities, it has
the following standing committees: Audit, Executive, Finance, Human
Resources and Nominating. A description of each standing committee and
its membership as of the date of this Proxy Statement follows:

-----------------

<TABLE>
<C> <S>
AUDIT COMMITTEE Members: M. D. Ingram, Chairman; D. R. Banks, J. F. McDonnell
and K. D. Ortega

The Audit Committee consists of four non-management directors and is
responsible for matters relating to accounting policies and practices,
financial reporting, and internal controls. Each year it recommends to
the Board the appointment of a firm of independent accountants to
examine the financial statements of the Company. It reviews with
representatives of the independent accountants and the Director of
Internal Auditing the scope of the examination of the Company's
financial statements, results of audits, audit costs, and
recommendations with respect to internal controls and financial
matters. The Audit Committee also reviews nonaudit services rendered by
the Company's independent accountants and periodically meets with or
receives reports from principal corporate officers and the Director of
Internal Auditing. The Audit Committee met twice in fiscal year 1994.

-----------------

11
<PAGE> 13

EXECUTIVE COMMITTEE Members: W. P. Stiritz, Chairman; D. Danforth, Jr., W. H.
Danforth, and M. D. Ingram

The Executive Committee consists of four members and may exercise all
of the authority of the Board in the management of the Company in the
intervals between meetings of the Board. The Executive Committee met
one time in fiscal year 1994.

-----------------

FINANCE COMMITTEE Members: D. R. Banks, Chairman; J. H. Biggs,
D. C. Farrell, J. F. McDonnell,
and W. P. Stiritz

The Finance Committee consists of five members. It reviews the
Company's financial condition, objectives and strategies and makes
recommendations and reports to the Board concerning financing
requirements, dividend policy, foreign currency management, and pension
fund performance. The Finance Committee met four times in fiscal year
1994.

-----------------

HUMAN RESOURCES COMMITTEE Members: T. A. Burtis, Chairman; W. H. Danforth, M. D. Ingram,
and K. D. Ortega

The Human Resources Committee consists of four non-management
directors. It sets the compensation of all Executive Officers and
administers the Company's Deferred Compensation Plan for Key Employees
and Incentive Stock Plan, including the granting of awards under the
latter plan. It also reviews the competitiveness of management
compensation and benefit programs, and principal employee relations
policies and procedures. The Human Resources Committee met two times in
fiscal year 1994.

-----------------

NOMINATING COMMITTEE Members: D. Danforth, Jr., Chairman; J. H. Biggs, T. A. Burtis,
and D. C. Farrell

The Nominating Committee consists of four non-management members. It
recommends to the Board nominees for election as Directors and
Executive Officers of the Company. Additionally, it makes
recommendations to the Board regarding election of Directors to
positions on committees of the Board and compensation and benefits for
Directors. The Nominating Committee will consider suggestions from
shareholders regarding possible Director candidates. Such suggestions,
together with appropriate biographical information, should be submitted
to the Secretary of the Company. The Nominating Committee met one time
and acted by consent in lieu of meeting one time in fiscal year 1994.
</TABLE>

YOUR BOARD OF DIRECTORS RECOMMENDS A VOTE FOR MESSRS. BANKS, INGRAM AND
MCDONNELL.

ITEM 2. RATIFICATION OF THE APPOINTMENT OF
INDEPENDENT ACCOUNTANTS

Upon the recommendation of the Audit Committee, the Board has
appointed Price Waterhouse as independent accountants to examine the
consolidated accounts of the Company for the fiscal year ending
September 30, 1995, subject to ratification by shareholders. Price
Waterhouse has performed this function for the Company since 1955. The
firm will be represented at the 1995 Annual Meeting of Shareholders and
will have the opportunity to make a statement and respond to questions
from shareholders.

YOUR BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE RATIFICATION OF THE
APPOINTMENT OF PRICE WATERHOUSE AS INDEPENDENT ACCOUNTANTS.

12
<PAGE> 14

OTHER BUSINESS

The Board knows of no business which will be presented for
consideration at the 1995 Annual Meeting of Shareholders other than
that stated above. However, certain shareholders may present topics for
discussion from the floor. Should any such matter properly come before
the meeting and be submitted for a vote, votes may be cast pursuant to
proxies granting discretionary authority to the Proxies in respect to
any such matter in the best judgment of the person or persons acting
under the proxies.

EXECUTIVE COMPENSATION

The following tables and narrative text discuss the compensation paid
in fiscal year 1994 and the two prior fiscal years to the Company's
Chief Executive Officer and the Company's four other most highly
compensated executive officers.

<TABLE>
SUMMARY COMPENSATION TABLE

<CAPTION>
LONG TERM COMPENSATION
ANNUAL COMPENSATION (AWARDS)
------------------------------------------------------------------
OTHER ANNUAL RESTRICTED ALL OTHER
COMPENSATION STOCK AWARD(S) OPTIONS COMPENSATION
NAME AND PRINCIPAL POSITION YEAR SALARY($) BONUS($) ($)<F1> ($)<F2> (#)<F3> ($)<F1><F4>
--------------------------- ---- --------- -------- ------------ -------------- ------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
W. P. Stiritz 1994 $825,000 $500,000 $38,060 0 0 $345,355
Chairman of the Board, Chief 1993 $800,000 $350,000 $26,110 0 0 $211,569
Executive Officer and President 1992 $800,000 $350,000 - 0 150,000 -

J. W. Brown 1994 $257,500 $150,000 $ 6,368 0 524,472 $ 36,920
Vice President; and Chairman of the 1993 $250,000 $150,000 $ 6,261 0 0 $ 33,804
Board and Chief Executive Officer, 1992 $250,000 $150,000 - 0 50,000 -
Continental Baking Company

P. H. Hatfield 1994 $257,500 $150,000 $ 5,906 0 0 $ 67,766
Vice President; and Chief Executive 1993 $250,000 $150,000 $14,323 0 0 $ 61,442
Officer and President, Protein 1992 $250,000 $150,000 - 0 50,000 -
Technologies International, Inc.

W. P. McGinnis 1994 $257,500 $175,000 $ 7,459 0 0 $ 78,960
Vice President; and President and 1993 $250,000 $200,000 $ 9,299 0 0 $ 41,874<F5>
Chief Executive Officer, Grocery 1992 $250,000 $150,000 - 0 50,000 -
Products

J. P. Mulcahy 1994 $277,500 $166,500 $ 8,465 0 0 $ 77,379
Vice President; and Chairman of the 1993 $250,000 $165,000 $12,527 0 0 $ 47,706
Board, Chief Executive Officer and 1992 $250,000 $150,000 - 0 50,000 -
President, Eveready Battery Company,
Inc.

<FN>
- -----

<F1> Under the SEC rules on executive compensation, no disclosure
regarding items included in this column is required for fiscal year
1992.

<F2> None of the Named Executive Officers held any shares of restricted
stock as of September 30, 1994.

<F3> Options granted in 1994 were options to acquire CBG Stock which
were granted as part of conversion of options to acquire RPG Stock
described in the Report on Repricing of Options on page 17 and the
Ten-Year Option Repricings Table on page 18. When granted, the
reported options granted in 1992 entitled the recipient to purchase
shares of Ralston Purina Company $.10 par value common stock ("Old
Common Stock") at the option price. On July 30, 1993, holders of
record had their Old Common Stock changed into RPG Stock and
received a distribution of one-fifth of a share of CBG Stock for
each share of Old Common Stock. In accordance with the 1988
Incentive Stock Plan, each option to purchase a share of Old Common
Stock was changed into options to purchase a share of RPG Stock and
one-fifth of a share of CBG Stock at an adjusted exercise price. As a
13
<PAGE> 15
result of the spin-off of Ralcorp Holdings, Inc. on March 31, 1994,
the options to purchase shares of RPG Stock granted in 1992 were
further adjusted pursuant to anti-dilution provisions of the
awards.

<F4> The amounts shown in this column consist of the following: (i)
above market interest accrued with respect to deferrals under the
Fixed Benefit Option of the Company's Deferred Compensation Plan
for Key Employees-such amounts are $65,550, $2,517, $24,271,
$3,943, and $3,460, respectively, for Messrs. Stiritz, Brown,
Hatfield, McGinnis and Mulcahy; (ii) Company matching contributions
or accruals under the Company's Savings Investment Plan and
Executive Savings Investment Plan-such amounts are $49,500,
$24,450, $24,450, $15,450 and $20,743, respectively, for Messrs.
Stiritz, Brown, Hatfield, McGinnis and Mulcahy for fiscal year
1994. The amounts shown in the column also include $125,000,
$43,750, and $26,625, respectively, for Messrs. Stiritz, McGinnis
and Mulcahy as a Company match of 25% of amounts deferred by such
individuals under the Equity Option of the Deferred Compensation
Plan for Key Employees; and (iii) amounts attributable to the
portion of split-dollar life insurance premiums paid by the
Company-these amounts will be repaid on a specified future date.
Amounts included are equal to the premiums outstanding during the
fiscal year multiplied by the Company's weighted average short-term
borrowing rate during the year. Such amounts are $105,305, $9,953,
$19,045, $15,817, and $26,551, respectively, for Messrs. Stiritz,
Brown, Hatfield, McGinnis and Mulcahy.

<F5>The amount shown in this item for fiscal year 1993 has been
increased by $1,080 to reflect the addition of an amount,
inadvertently omitted from the table in last year's Proxy
Statement, attributable to above-market interest accrued with
respect to Mr. McGinnis' deferrals under the Fixed Benefit Option
of the Deferred Compensation Plan for Key Employees.

</TABLE>

<TABLE>
OPTION GRANTS IN LAST FISCAL YEAR

<CAPTION>
POTENTIAL REALIZABLE VALUE AT
ASSUMED ANNUAL RATES OF
STOCK PRICE APPRECIATION
FOR OPTION TERM<F7>
--------------------------------------
(A) (B)<F1>,<F2> (C) (D)<F6> (E) (F) (G) (H)

NUMBER OF
SECURITIES % OF TOTAL
UNDERLYING OPTIONS GRANTED EXERCISE OR
OPTIONS TO EMPLOYEES IN BASE PRICE EXPIRATION
NAME GRANTED (#) FISCAL YEAR ($/SH) DATE 0%($) 5%($) 10%($)
---- ----------- --------------- ----------- ---------- ----- ----- ------
<S> <C> <C> <C> <C> <C> <C> <C>
W. P. Stiritz 0 0 - - - - -

J. W. Brown 233,099<F3> 18.3% 8.875 5-23-00 0 $774,126 $1,780,575
174,824<F4> 13.7% 8.875 9-21-98 0 $413,638 $ 910,328
116,549<F5> 9.2% 8.875 11-20-01 0 $494,684 $1,185,214

P. H. Hatfield 0 0 - -

W. P. McGinnis 0 0 - -

J. P. Mulcahy 0 0 - -

<FN>
- -----

<F1> Options granted were options to acquire CBG Stock; no options to
acquire RPG Stock were granted.

<F2> Options were granted pursuant to conversion of options to acquire
RPG Stock into options to acquire CBG Stock as described in the
Report on Repricing of Options on page 17 and the Ten-Year Option
Repricings Table on page 18 of this Notice Of Annual Meeting of
Shareholders and Proxy Statement. The new options which were
granted retained the material terms, including dates of
exercisability and expiration dates, of the original options so
converted.

<F3> Exercisable at the rate of 25% of total shares on 5-24-97, 5-24-98,
5-24-99 and 11-24-99.

<F4> One-third presently exercisable; additional 1/3 of total shares
become exercisable on 9-22-95 and 9-22-96.

<F5> Exercisable at the rate of 20% of total shares on 11-21 in each of
the years 1995 through 1999.

<F6> Market price on 11-18-93, the date of conversion and grant of new
options.

<F7> Potential realizable value is calculated based on an assumption
that the price of the Company's CBG Stock appreciates at the annual
rates shown (0%, 5%, 10%), compounded annually, from the
14
<PAGE> 16
date of grant of the option until the end of the option term. The
value is net of the exercise price but is not adjusted for the
taxes that would be due upon exercise. The 5% and 10% assumed rates
of appreciation are mandated by the rules of the Securities and
Exchange Commission and do not represent the Company's estimate or
projection of future stock prices. Actual gains, if any, upon
future exercise of any of these options will depend on the actual
performance of the CBG Stock.
</TABLE>

<TABLE>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FY-END OPTION VALUES

<CAPTION>
VALUE OF UNEXERCISED
NUMBER OF UNEXERCISED IN-THE-MONEY OPTIONS
SHARES OPTIONS AT FY-END(#)<F1> AT FY-END($)
ACQUIRED ON VALUE ------------------------------- ---------------------------------
NAME EXERCISE(#) REALIZED($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ----------- ----------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
W. P. Stiritz 0 0 88,103-RPG 499,254-RPG $851,515-RPG $2,047,620-RPG
15,000-CBG 85,000-CBG 0 0

J. W. Brown 37,500<F2> $145,312.50 44,052-RPG 117,472-RPG $425,763-RPG $ 582,867-RPG
68,274-CBG 506,198-CBG 0 0

P. H. Hatfield 0 0 0 176,207-RPG 0 $ 598,045-RPG
0 30,000-CBG 0 0

W. P. McGinnis 0 0 58,735-RPG 234,943-RPG $567,674-RPG $1,165,729-RPG
10,000-CBG 40,000-CBG 0 0

J. P. Mulcahy 0 0 58,735-RPG 234,943-RPG $567,674-RPG $1,165,729-RPG
10,000-CBG 40,000-CBG 0 0

<FN>
- -----

<F1> Outstanding options to acquire shares of RPG Stock were adjusted,
pursuant to anti-dilution provisions of awards, to reflect the
spin-off to shareholders of RPG Stock of all of the outstanding
stock of Ralcorp Holdings, Inc. which occurred on 3-31-94. Both the
number of shares subject to option and the exercise price were
adjusted.

<F2> Mr. Brown exercised option to acquire shares of RPG Stock pursuant
to conversion of RPG options into CBG options as described in the
Report on Repricing of Options on page 17 and the Ten-Year Option
Repricings Table on page 18 of this Notice of Annual Meeting of
Shareholders and Proxy Statement.
</TABLE>

RETIREMENT PLAN

The Purina Retirement Plan for Sales, Administrative and Clerical
Employees (the "Retirement Plan") may provide pension benefits in the
future to the Named Executive Officers. Substantially all regular U.S.
sales, administrative and clerical employees having one year of service
with the Company or certain of its majority-owned subsidiaries are
eligible to participate in the Retirement Plan. Employees become vested
after five years of service. Normal retirement is at age 65; however,
employees who work beyond age 65 may continue to accrue benefits.

Annual benefits are computed by multiplying the participant's Final
Average Earnings (average of participant's five highest consecutive
annual earnings during ten years prior to retirement or earlier
termination) by the product of 1.5% times the participant's years of
service (to a maximum of 40 years) and by subtracting from that amount
up to one-half of the participant's primary social security benefit at
retirement (with the actual amount of offset determined by age and
years of service at retirement).

The following table shows the estimated annual retirement benefits
that would be payable from the Retirement Plan to salaried employees,
including the Named Executive Officers, assuming age 65 retirement. To
the extent an employee's compensation or benefits exceed certain limits
imposed by the Internal Revenue Code of 1986, as amended, the table
also includes benefits payable from an unfunded supplemental retirement
plan. The table reflects benefits prior to the subtraction of social
security benefits as described above.

15
<PAGE> 17

<TABLE>
PENSION PLAN TABLE

REMUNERATION YEARS OF SERVICE
(FINAL AVERAGE ----------------------------------------------------------------------------------------------
EARNINGS) 20 25 30 35 40
-------------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
$ 300,000 $ 90,000 $112,500 $135,000 $157,500 $180,000

400,000 120,000 150,000 180,000 210,000 240,000

500,000 150,000 187,500 225,000 262,500 300,000

600,000 180,000 225,000 270,000 315,000 360,000

700,000 210,000 262,500 315,000 367,500 420,000

800,000 240,000 300,000 360,000 420,000 480,000

900,000 270,000 337,500 405,000 472,500 540,000

1,000,000 300,000 375,000 450,000 525,000 600,000

1,200,000 360,000 450,000 540,000 630,000 720,000

1,400,000 420,000 525,000 630,000 735,000 840,000

1,600,000 480,000 600,000 720,000 840,000 960,000

</TABLE>

For the purpose of calculating retirement benefits, the Named
Executive Officers had, as of September 30, 1994, the following years
of credited service, calculated to the nearest year: Messrs. Stiritz-31
years; Brown-24 years; Hatfield-35 years; McGinnis-22 years; and
Mulcahy-27 years. Earnings used in calculating benefits under the
Retirement Plan and any unfunded supplemental retirement plan
previously described are approximately equal to amounts included in the
Salary and Bonus columns in the Summary Compensation Table on page 13.

DEATH BENEFIT PLAN

The Company maintains, at no cost to the participants, an unfunded
Executive Life Plan to provide supplemental benefits to certain key
members of management, generally at the level of division vice
president and above. The Plan provides a death benefit, after
retirement of a plan participant, to his or her named beneficiary in an
amount equal, on an after-tax basis, to 50% of the participant's last
full year's salary and bonus prior to retirement. To be eligible for
the benefit, a participant must at the time of retirement meet certain
conditions, including (i) being enrolled in the Company's Partnership
Life Plan, which is available to substantially all non-union
administrative and production employees in the United States; and (ii)
being age 55 with at least two years of service or having a combination
of age and years of service equal to at least 80. Messrs. Stiritz,
Brown and Hatfield participated in this Plan during fiscal year 1994.

GRANTOR TRUST

During fiscal year 1994, the Company established and funded an
irrevocable grantor trust to provide a source of funds to assist the
Company in meeting its obligations under certain employee benefit plans
and programs in which the Named Executive Officers, as well as other
employees, participate. At the present time, assets of the trust
consist primarily of Ralston-Ralston Purina Group Common Stock and
corporate-owned life insurance policies.

CHANGE-IN-CONTROL AND TERMINATION OF EMPLOYMENT ARRANGEMENTS

The Company has management continuity agreements with the Named
Executive Officers. The purpose of the agreements is to provide
severance compensation to each covered Executive Officer in the event
of the officer's voluntary or involuntary termination after a change in
control of the Company. The compensation provided would be in the form
of a lump sum payment equal to the present value of continuing the
Executive Officer's salary and bonus for a specified period following
the Executive Officer's termination of employment, the continuation of
other executive benefits for the same applicable period and certain
pension bridging payments. The initial applicable period is four
16
<PAGE> 18
years in the case of Mr. Stiritz, and three years for the other Named
Executive Officers, which periods are subject to reduction for each
complete year the Executive Officer remains employed following the
change in control. No payments would be made in the event the Executive
Officer's termination is due to death, disability or normal retirement,
or is for cause, nor would any payments continue beyond the Executive
Officer's normal retirement date.

Mr. Hatfield has announced that he will retire during fiscal year
1995. He has agreed to perform consulting services for the Company
thereafter until September 30, 1995. Payments pursuant to his
consulting agreement are anticipated to be between $200,000 and
$400,000 depending on the nature and scope of his services.

HUMAN RESOURCES COMMITTEE
REPORT ON REPRICING OF OPTIONS

On July 31, 1993, shareholders of the Company approved a number of
amendments to the Company's Articles of Incorporation which established
two classes of common stock-Ralston-Continental Baking Group Common
Stock ("CBG Stock"), which is intended to reflect the performance of
the Company's fresh bakery products business conducted by its
Continental Baking Company subsidiary, and Ralston-Ralston Purina Group
Common Stock, which is intended to reflect the performance of the
Company's other businesses. A primary purpose for the two classes of
common stock was to provide a framework for structuring employee
incentive plans for employees of each Group that could be tied directly
to both the business results and the stock price performance of the
Group in which they are employed. In light of this purpose, in
September of 1993, the Committee approved a proposal by management to
offer employees of Continental Baking Company, including Messrs. Brown
and Bracken (who are also corporate officers of the Company) the
opportunity to convert previously granted options to acquire shares of
RPG Stock into options to acquire shares of CBG Stock. Under this
program, such employees were permitted to elect in advance to convert
up to 50% of their options to acquire shares of RPG Stock into options
to acquire shares of CBG Stock. The number of shares subject to the new
options was equal to the number of RPG options so elected for
conversion by the employees multiplied by the ratio of the closing
price of the RPG Stock to the closing price of the CBG Stock on
November 18, 1993. The exercise price of the new options was the
closing price of the CBG Stock on that date. To the extent any RPG
options elected to be converted had an exercise price below the market
price of RPG Stock, such options were accelerated, if not previously
exercisable, and employees were permitted to exercise them prior to
having them replaced with CBG options as described above, in order to
avoid depriving employees of any value in the options to be converted.
All RPG options so elected to be converted which were not exercised
were canceled.

The conversion program, as implemented, enabled the Company to more
effectively link the interests of the Continental Baking Company
employees to the performance of the CBG Stock, which we believe was in
the best interests of shareholders.

T. A. Burtis-Chairman M. D. Ingram
W. H. Danforth K. D. Ortega

17
<PAGE> 19

<TABLE>
TEN-YEAR OPTION REPRICINGS

<CAPTION>
(A) (B) (C) (D)<F1> (E)<F2> (F )<F3> (G)

LENGTH OF
NUMBER OF MARKET PRICE EXERCISE ORIGINAL
SECURITIES OF STOCK AT PRICE AT OPTIONAL TERM
UNDERLYING TIME OF TIME OF REMAINING AT
OPTIONS REPRICING OR REPRICING OR NEW DATE OF
REPRICED OR AMENDMENT AMENDMENT EXERCISE REPRICING OR
NAME DATE AMENDED (#) ($) ($) PRICE ($) AMENDMENT
---- ---- ------------ ------------ ------------ --------- -------------
<S> <C> <C> <C> <C> <C> <C>
J. W. Brown 11-18-93 233,099<F4> 41.375 42.623 8.875 Until 5-23-00
Vice President; and 11-18-93 174,824<F4> 41.375 37.25 8.875 Until 9-21-98
Chairman of the Board 11-18-93 116,549<F4> 41.375 50.025 8.875 Until 11-20-01
and Chief Executive
Officer of Continental
Baking Company

R. W. Bracken 11-18-93 4,662<F4> 41.375 39.041 8.875 Until 9-23-97
Vice President; and 11-18-93 93,239<F4> 41.375 42.623 8.875 Until 5-23-00
Chief Operating Officer 11-18-93 58,275<F4> 41.375 50.025 8.875 Until 11-20-01
of Continental Baking
Company

<FN>
- -----

<F1> Market Price of RPG Stock on 11-18-93. Market price of CBG Stock on
that date was $8.875. Options to acquire RPG Stock were converted
into options to acquire CBG Stock based on relative market value of
the two classes of stock on that date.

<F2> Exercise price of options to acquire RPG Stock which were converted
as described above.

<F3> Exercise price of converted options to acquire CBG Stock was equal
to market price of CBG Stock on 11-18-93, the date of conversion.

<F4> For Mr. Brown, option to acquire 50,000 shares of RPG Stock at
$42.623 converted into option to acquire 233,099 shares of CBG
Stock at $8.875; option to acquire 37,500 shares of RPG Stock at
$37.25 was exercised and replacement option to acquire 174,824
shares of CBG Stock at $8.875 was granted; and option to acquire
25,000 shares of RPG Stock at $50.025 was converted into option to
acquire 116,549 shares of CBG Stock at $8.875. For Mr. Bracken,
option to acquire 1,000 shares of RPG Stock at $39.041 was
exercised and replacement option to acquire 4,662 shares of CBG
Stock at $8.875 was granted; option to acquire 20,000 shares of RPG
Stock at $42.623 was converted into option to acquire 93,239 shares
of CBG Stock at $8.875; and option to acquire 12,500 shares of RPG
Stock at $50.025 was converted into option to acquire 58,275 shares
of CBG Stock at $8.875.
</TABLE>

HUMAN RESOURCES COMMITTEE
REPORT ON EXECUTIVE COMPENSATION

The Human Resources Committee (the "Committee") consists entirely of
non-management directors free from relationships that might be
considered a conflict of interest. It approves direct and indirect
remuneration of all executive officers and such other executives as may
be determined by the Committee. It also administers, and makes awards
under, the shareholder-approved Ralston Purina Company 1988 Incentive
Stock Plan pursuant to which stock-based awards such as stock options
and restricted stock may be granted.

The Company's executive compensation program is designed to attract,
retain and motivate key executives of the Company and to enhance
shareholder value by linking each executive's compensation to both
individual and Company performance. The Company intends to provide an
overall package of compensation that is competitive but that has a
greater "at risk" element than competitive norms. In determining
competitive position, published surveys of a number of U.S. based
corporations of similar size-both corporations engaged in businesses
similar to those of the Company, as well as corporations engaged in
other businesses-are reviewed. None of the corporations included in the
Bakery Index used in the Performance Graph on page 21 of this Proxy
Statement have been included in the published surveys of executive
compensation used by the Company. Executive compensation for Mr.
Stiritz and other executive officers consists principally of base
salary, annual cash bonus awards and long-term stock-based incentive
awards.

18
<PAGE> 20

Salary is based on the Committee's assessment of the executive's
responsibilities, experience and performance; compensation data of
other companies; historical compensation levels at the Company; the
competitive environment for attracting and retaining executives; and,
in the case of executive officers other than Mr. Stiritz, on the
recommendation of Mr. Stiritz. While there is no specific weighting of
these factors, competitive positioning is the primary consideration in
setting executive salaries, and then, within that framework,
considerations of individual performance, level of responsibility and
experience are used to set specific salaries. The Company attempts to
set base salary levels at or below the median level for executives
holding similar positions at surveyed corporations.

Cash bonuses are set each year near the end of the Company's fiscal
year. Factors considered in determining the amount of cash bonuses are
the officer's individual performance (including the quality of
strategic plans, organizational and management development, special
project leadership and similar manifestations of individual
performance); the financial performance of the officer's business unit
relative to the business plan (including such areas as sales volume,
revenues, costs, cash flow and operating profit); Company financial
performance (including the measures of business unit performance listed
above and, in addition, earnings per share, return on equity and total
return to the shareholders in the form of stock price appreciation and
dividends) and historical levels of salary and bonus payments. The
Committee relies heavily, but not exclusively, on these quantitative
and qualitative measures. It exercises subjective judgment and
discretion, in light of these measures and in view of the Company's
compensation objectives and policies described above, to determine
overall bonus funds and individual bonus awards. For fiscal year 1994,
the bonuses of five executive officers of the Company, including Mr.
Stiritz, were determined in part according to a bonus program for
certain corporate division employees, which provided for payment of a
percentage of base salary if the Company's earnings before income taxes
("EBIT") for fiscal year 1994 exceeded EBIT for the preceding fiscal
year by a certain benchmark. EBIT was chosen as the measure because
historically it has been the Company's primary measure of its operating
results. No payments were made pursuant to this bonus program because
the benchmark results were not achieved.

Also for fiscal 1994, the bonuses of the three executive officers of
the Company employed at its Eveready Battery Company subsidiary were
determined according to the Eveready Battery Company Operating Units
Bonus Plan, which provides for a bonus equal to a percentage of their
base salary, with the percentage being determined by both a subjective
evaluation of their individual performance as well as an objective
comparison of Eveready's current fiscal year's EBIT to the prior fiscal
year's EBIT. The objective comparison was given a weight of 70% and the
subjective evaluation a weight of 30% in calculating the percentage
used in determining their bonuses. The Committee expects to continue to
utilize executive bonus plans with varying measures of individual
and/or corporate performance for determining all or part of bonuses for
corporate officers.

Stock-based incentive awards consist principally of stock options and
restricted stock awards which are granted from time to time under the
1988 Incentive Stock Plan. In general, the Committee bases its
decisions to grant stock-based incentives on the number of shares of
Stock outstanding, the number of shares of Stock authorized by
shareholders under the 1988 Incentive Stock Plan, the number of options
and shares of restricted stock held by the executive for whom an award
is being considered and the other elements of the executive's
compensation, as well as the Company's compensation objectives and
policies described above. As with the determination of base salaries
and a portion of bonus awards, the Committee exercises subjective
judgment and discretion in view of the above criteria and its general
policies.

Stock options entitle the recipient to purchase a specified number of
shares of the Company's Stock after a specified period of time at an
option price which is equal to the fair market value of the Stock at
the time of grant. They provide executives with an opportunity to buy
and maintain an equity interest in the Company while linking the
executive's compensation directly to shareholder value since the
executive receives no benefit from the option unless all shareholders
have benefited from an appreciation in the value of the Company's
Stock. In addition, since the options "vest" serially, generally over a
period of four to ten years after the date of grant, they enhance the
ability of the
19
<PAGE> 21
Company to retain the executive while encouraging the executive to take
a longer-term view on decisions impacting the Company.

Restricted stock awards consist of grants of the Company's common
stock subject to certain restrictions. The restricted shares may not be
sold, pledged or otherwise transferred until the restrictions lapse,
which occurs serially, generally over a period of four to ten years
after the date of grant. However, certain restricted stock awards
generally do not vest at all until the recipient's attainment of age
62. Dividends, and interest on the dividends, accumulate until
distributed as restrictions on the underlying shares lapse. Restricted
stock awards further the goal of retaining key executives by
encouraging stock ownership while linking executive performance with
shareholder value.

During the past fiscal year, except as noted below, no stock options
were granted to executive officers of the Company. Restricted stock
awards were granted to two executive officers. In November of 1993, the
two executive officers of the Company employed at the Company's
Continental Baking Company subsidiary were given the opportunity, along
with other employees of Continental Baking Company, to exchange up to
50% of their options to acquire shares of RPG Stock for a number of
options to acquire CBG Stock of equal value, in order to align the
interests of such individuals more closely with the performance of the
CBG Stock.

The Committee increased Mr. Stiritz's fiscal year 1995 salary and his
1994 annual cash bonus, in September of 1994, based upon the factors
normally considered in fixing base salary and bonus as described above,
as well as upon Mr. Stiritz's leadership in the spin-off of the stock
of Ralcorp Holdings, Inc. The Committee also took note of the fact
that, at the request of Mr. Stiritz, the amount of his salary and his
annual bonus had remained flat since fiscal year 1991, except for a
2.2% increase in fiscal year 1994. The Committee did not grant any
stock options or restricted stock awards to Mr. Stiritz during fiscal
year 1994. In light of Mr. Stiritz's contributions to the Company's
performance and his role in strategic decisions designed to promote the
Company's future long-term growth, the longevity of his service to the
Company and the Committee's belief that he is an excellent
representative of the Company to the public by virtue of his stature in
the industry, the Committee believes that the level of compensation
paid to Mr. Stiritz is appropriate and in the best interests of
shareholders.

A feature of the Omnibus Budget Reconciliation Act of 1993 sets a
limit on deductible compensation of $1,000,000 per year per person for
the Chief Executive Officer and the next four highest-paid executives.
The Committee has directed the Company's management to review executive
compensation arrangements and employee benefit plans in light of this
provision. While it is the general intention of the Committee to meet
the requirements for deductibility, the Committee may, in the exercise
of its judgment, approve payment of compensation from time to time that
may not be fully deductible. The Committee believes this flexibility
will enable it to respond to changing business conditions or to an
executive's individual performance. The Committee will re-examine its
policy with respect to the deductibility of compensation on an on-going
basis.

T. A. Burtis-Chairman M. D. Ingram
W. H. Danforth K. D. Ortega

PERFORMANCE GRAPHS

The graphs displayed below are presented in accordance with SEC
requirements. Shareholders are cautioned against drawing any
conclusions from the data contained therein, as past results are not
necessarily indicative of future performance. These graphs in no way
reflect the Company's forecast of future financial performance.

Notwithstanding anything to the contrary set forth in any of the
Company's previous filings under the Securities Act of 1933, as
amended, or the Securities Exchange Act of 1934, that might incorporate
future filings, including this Notice of Annual Meeting of Shareholders
and Proxy Statement, in whole
20
<PAGE> 22
or in part, the following Performance Graphs and the Human Resources
Committee Report on Executive Compensation set forth above shall not be
incorporated by reference into any such filings.

Set forth below are line graphs comparing the yearly percentage
change in cumulative total shareholder return for each class of Ralston
Purina Company's common stock with the cumulative total return of the
Standard & Poor's 500 Stock Index, the Standard & Poor's Food Index and
a Bakery Index as defined in Footnote (3) to the graphs. Footnote (3)
may be found on page 22.

COMPARISON OF CUMULATIVE TOTAL RETURN ON $100 INVESTED IN
RALSTON PURINA COMPANY COMMON STOCK ON SEPTEMBER 30, 1989
VS. S&P 500 AND S&P FOOD INDICES<F1>

[GRAPH]

COMPARISON OF CUMULATIVE TOTAL RETURN ON $100 INVESTED IN
RALSTON - RPG GROUP COMMON STOCK AND
RALSTON - CBG GROUP COMMON STOCK ON AUGUST 2, 1993
VS. S&P 500 AND COMPETITOR INDICES<F2>

[GRAPH]

[FN]
- -----

<F1> On July 30, 1993, Ralston Purina Company recapitalized its former
single class of common stock by redesignating it as RPG Stock and
distributing CBG Stock. For the line designated as "Ralston" the
graph depicts the cumulative return on $100 invested in Ralston
Purina Company's former single class of common stock from September
30, 1989 through July 30, 1993. Since August 2, 1993 (the date of
initial issuance of CBG Stock, depicted by the solid vertical line)
the graph depicts the cumulative return on $100 invested on that
date in a capitalization-weighted combination of RPG and CBG Stock.
Furthermore, on March 31, 1994, Ralston spun-off Ralcorp Holdings,
Inc. via a one for three stock dividend to holders of the RPG
Stock, which for performance purposes for RPG Stock has been
treated as a special one-time stock dividend in which the Ralcorp
dividend was assumed liquidated and the proceeds from the sale
being reinvested in RPG Stock. On April 4, 1994, (the initial date
of issuance of the Ralcorp dividend) Ralcorp closed at $15.00 and
RPG Stock closed at $37.25. For the S&P 500 and S&P Food Indices,
cumulative returns are measured on an annual basis for the period
September 30, 1989 through July 30, 1993 and then from August 2,
1993 through September 30, 1994, with the value of each index set
to $100 on September 30, 1989. Total return assumes reinvestment of
dividends.

21
<PAGE> 23

<F2> The lower graph depicts the cumulative return since August 2, 1993,
the date of initial issuance of RPG and CBG stocks, on $100
invested on that date in either RPG or CBG Stock or one of the
competitor indices. Total return assumes reinvestment of dividends.

<F3> The Bakery Index consists of a capitalization-weighted combination
of the common stocks of CBG, Flowers Industries, Inc. and
Interstate Bakeries Corporation.

SOLICITATION STATEMENT

The cost of the solicitation of proxies will be borne by the Company.
In addition to the use of the mails, solicitations may be made by
regular employees of the Company, by telephone or personal contact.
Georgeson & Co. has been retained to assist in the solicitation of
proxies for a fee of $14,000, plus expenses. The Company will reimburse
banks, brokerage firms and other custodians, nominees and fiduciaries
for costs reasonably incurred by them in sending proxy materials to the
beneficial owners of the Company's Stock.

SHAREHOLDER PROPOSALS FOR 1996 ANNUAL MEETING

Any shareholder proposal intended to be presented at the 1996 Annual
Meeting of Shareholders and to be included in the Company's proxy
statement and form of proxy for that meeting must be received by the
Company, directed to the attention of the Secretary, not later than
August 19, 1995. Any such proposals must comply in all respects with
the rules and regulations of the Securities and Exchange Commission.

By order of the Board of Directors,

/s/ James M. Neville
JAMES M. NEVILLE
Secretary

December 15, 1994

22
<PAGE> 24

APPENDIX

1. Shareholder letter has a facsimile signature.
2. Page 3 has a facsimile signature.
3. Page 5 contains three 1 inch by 1 inch pictures of Directors.
4. Page 6 contains six 1 inch by 1 inch pictures of Directors.
5. The Stock Price Performance Graphs on page 21 of the printed document
are being transmitted in a format which can be processed by Edgar. A
paper copy of the proxy statement containing these graphs will be
mailed to registrant's branch chief. The Graph titled "Comparison of
Cumulative Total Return on $100 invested in Ralston Purina Company
Common Stock on September 30, 1989 vs. S & P 500 and S & P Food
Indices" depicts the following returns:

<TABLE>
<CAPTION>
Measurement Point Ralston S & P 500 S & P Food Index
- ----------------- -------- ----------- --------------
<S> <C> <C> <C>
9-30-89 $100. $100. $100.
9-30-90 113.9 90.8 97.8
9-30-91 113.4 119.2 134.2
9-29-92 105.6 132.2 150.4
8-2-93 93.7 145.0 129.2
9-30-93 97.0 149.3 135.9
9-30-94 131.8 154.8 150.6
</TABLE>

The Graph titled "Comparison of Cumulative Total Return on $100 Invested in
Ralston-RPG Group Common Stock and Ralston-CBG Group Common Stock on August
2, 1993 vs. S & P 500 and Competitor Indices" depicts the following
returns:

<TABLE>
<CAPTION>
Measurement
Point RPG CBG S & P 500 S & P Food Bakery Index
- ----------- --- --- --------- ---------- --------------
<S> <C> <C> <C> <C> <C>
8-2-93 $100. $100. $100. $100. $100.
9-30-93 102.7 121.4 103.0 105.2 109.7
9-30-94 144.0 69.4 106.8 116.6 96.1
</TABLE>

6. Page 22 has a facsimile signature.
7. The Employee Shareholder letter on electronic page number 1
has a facsimile signature.

<PAGE> 25

SR-2451

<PAGE> 1

LANGUAGE ON FRONT OF PROXY CARD

PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
Ralston Purina FOR ANNUAL MEETING OF SHAREHOLDERS ON FEBRUARY 9,
Company 1995 AT 2:30 P.M., HYATT REGENCY HOTEL, ST. LOUIS UNION
STATION, 1820 MARKET ST., ST. LOUIS, MO.

The undersigned hereby appoints Messrs. William P. Stiritz and James
M. Neville, and either of them, as lawful proxies, with full power
of substitution, for and in the name of the undersigned, to vote on
behalf of the undersigned, with all the powers the undersigned would
possess if personally present at the Annual Meeting of Shareholders of
Ralston Purina Company on February 9, 1995, and any adjournment thereof.
The above named proxies are instructed to vote all the undersigned's
shares of stock on the proposals set forth in the Notice of Annual
Meeting and Proxy Statement as specified below and are authorized in
their discretion to vote upon such other business as may properly come
before the meeting or any adjournment thereof.

This proxy relates to ALL shares owned by the undersigned, including
any common stock held in the undersigned's account under the
Dividend Reinvestment Plan, and any common stock and ESOP Preferred
Stock shares credited to the undersigned's account under the Ralston
Savings Investment Plan, or any common stock under the Ralcorp Savings
Investment Plan. Each share of RPG Stock and ESOP Preferred Stock is
entitled to one vote; each share of CBG Stock is entitled to .107 vote.

This proxy when properly executed will be voted in the manner
directed herein by the undersigned stockholder. If no direction is
made, this proxy will be voted "FOR" Proposals 1 and 2.

Proxy # Shares Owned SIP Shares ESOP Preferred

CBG

RPG

IMPORTANT -- PLEASE SIGN AND DATE ON BACK OF CARD. RETURN PROXY CARD
PROMPTLY USING THE ENCLOSED ENVELOPE; NO POSTAGE NECESSARY.

- ------------------------------------------------------------------------
<PAGE> 2
LANGUAGE ON BACK OF PROXY CARD

1. Election of Directors: David R. Banks, M. Darrell Ingram,
John F. McDonnell
/ / FOR all nominees listed.
/ / FOR all nominees listed except _________________________________.
/ / WITHHOLD AUTHORITY to vote for all nominees listed.

2. Ratification of appointment of Price Waterhouse as
independent accountants.
/ /FOR / /AGAINST / /ABSTAIN
Shareholder(s), please
sign below exactly
as name(s) appears on
front of card; in
the case of joint
holders, all should
sign.

__________________________________

__________________________________
Signature(s)(Title(s), if applicable)

Date _____________________________

The Board of Directors recommends a vote FOR proposals 1 and 2 above.

<PAGE> 1

LANGUAGE ON FRONT OF PROXY CARD

This proxy relates to ALL shares owned by the undersigned, including
any common stock held in the undersigned's account under the
Dividend Reinvestment Plan. Each share of RPG Stock is entitled to one
vote; each share of CBG Stock is entitled to .107 vote.

This proxy when properly executed will be voted in the manner
directed herein by the undersigned stockholder. If no direction is
made, this proxy will be voted "FOR" Proposals 1 and 2.

Proxy # Shares Owned
CBG

RPG

IMPORTANT -- PLEASE SIGN AND DATE ON BACK OF CARD. RETURN PROXY CARD
PROMPTLY USING THE ENCLOSED ENVELOPE; NO POSTAGE NECESSARY.

- ------------------------------------------------------------------------
<PAGE> 2
LANGUAGE ON BACK OF PROXY CARD

1. Election of Directors: David R. Banks, M. Darrell Ingram,
John F. McDonnell

/ / FOR all nominees listed.
/ / FOR all nominees listed except ______________________________.
/ / WITHHOLD AUTHORITY to vote for all nominees listed.

2. Ratification of appointment of Price Waterhouse as
independent accountants.
/ /FOR / /AGAINST / /ABSTAIN

Shareholder(s), please
sign below exactly
as name(s) appears on
front of card; in
the case of joint
holders, all should
sign.

_________________________________

__________________________________
Signature(s)(Title(s), if applicable)

Date _____________________________

The Board of Directors recommends a vote FOR proposals 1 and 2 above.

<PAGE> 1

December 15, 1994

Dear Shareholder:

Enclosed is an Annual Report, Proxy Statement and Proxy for the
Annual Meeting of Shareholders of Ralston Purina Company to be
held on February 9, 1995. The enclosed Proxy relates to the
following shares:

* Shares of RPG Stock and CBG Stock as to which
you are registered with the Company as the record
holder.

* If you are an employee of Ralston Purina
Company, shares of RPG Stock, CBG Stock and ESOP
Preferred Stock credited to your account under the
Ralston Purina Company Savings Investment Plan.

* If you are an employee of Ralcorp Holdings, Inc.,
shares of RPG and CBG Stock credited to your
account under the Ralcorp Holdings Savings
Investment Plan.

The Trustees of the Ralston SIP will vote all shares of RPG
Stock, CBG Stock and ESOP Preferred Stock held in the Ralston
Plan as of December 2, 1994. The Trustee of the Ralcorp SIP will
vote all shares of RPG Stock and CBG Stock held in the Ralcorp
Plan as of December 2 also. For administrative reasons, shares
credited to your account in either the Ralston or Ralcorp Plan,
as applicable, as of a cut-off date of October 31, 1994, will be
voted in accordance with your instructions on the enclosed Proxy
card. With respect to each Plan, any credited shares in a
particular fund for which no instructions are received by the
Trustee, and any shares which were not credited as of October 31,
1994, will be voted by the Trustee of the relevant Plan in the
same proportion as the shares in the fund for which instructions
were received from participants.

Would you please complete, sign and date the enclosed Proxy and
return it, in the postage-paid envelope provided, to the
Corporation Trust Company, which acts as Tabulator. In order to
provide the Tabulator with time to tabulate the votes, it has
requested that all proxies be returned as promptly as possible,
but no later than February 6, 1995.

You may also have received additional Proxy Statements and
Proxies relating to other shares of stock held by you in street
name. These Proxies are not duplicates of the one enclosed and
we ask that they also be completed and returned pursuant to the
instructions enclosed with them.

/s/ William P. Stiritz
William P. Stiritz
Chairman of the Board and
Chief Executive Officer