RALSTON PURINA CO
S-8 POS, 1996-04-01
GRAIN MILL PRODUCTS
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     As filed with the Securities and Exchange Commission on April 1, 1996

                                        Registration No. 33-19911

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

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                            ------------------------
                      POST-EFFECTIVE AMENDMENT NUMBER FOUR
                                       To
                                    Form S-8
                             REGISTRATION STATEMENT
                                     Under
                           THE SECURITIES ACT OF 1933
                            ------------------------

                             RALSTON PURINA COMPANY
               (Exact name of issuer as specified in its charter)

           Missouri                          43-0470580
(State or other jurisdiction of      (I.R.S. Employer I.D. No)
incorporation or organization)

Checkerboard Square, St. Louis Missouri        63164
(Address of principal executive offices)     (Zip Code)

                RALSTON PURINA COMPANY 1988 INCENTIVE STOCK PLAN
                            (Full title of the plan)
                                       1
                              -------------------

        James M. Neville, General Counsel, Vice President and Secretary
                             RALSTON PURINA COMPANY
                              Checkerboard Square
                           St. Louis, Missouri 63164
                    (Name and address of agent for service)
   Telephone number, including area code, of agent for service:  314-982-1266


DE-REGISTRATION OF PLAN INTERESTS

     Ralston  Purina  Company  has  registered  on  its  Form  S-8  Registration
Statement (No. 33-19911),  the offering  of up  to 8,000,000  shares of  Ralston
Purina Company $.10  par value  Common Stock  ("Common Stock")  pursuant to  the
terms of   the  Ralston Purina  Company  1988 Incentive  Stock Plan  (the  "1988
Plan").

     On February 1, 1996,  shareholders of Ralston  Purina Company approved  the
adoption of the  Ralston Purina  Company 1996  Incentive Stock  Plan (the  "1996
Plan"), which was intended to replace  the 1988 Plan.  As  of that date, no  new
awards have  been or  will be  granted under  the 1988  Plan and  the 1988  Plan
remains in  effect  only with  respect  to outstanding  awards.    Approximately
4,000,000 shares of Common  Stock registered on  Registration Statement No.  33-
19911 for  offering  under  the  1988  Plan  remain  unsold  or  unreserved  for
outstanding awards, and  the aggregate offering  price of such  shares has  been
carried  forward  and  applied  to  the  registration  fee  for  the  Form   S-8
Registration Statement  filed by  the Company  with respect  to the  1996  Plan.
Therefore, Ralston  Purina  Company  and  the  Plan  are  hereby  de-registering
4,000,000 shares of  Common Stock registered  pursuant to  Registration No.  33-
19911.  All other shares of Common Stock registered pursuant to Registration No.
33-19911 which have either been sold  or reserved for outstanding awards  remain
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registered.

                                   SIGNATURES
     The Registrant.   Pursuant to  the requirements  of the  Securities Act  of
1933, the Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for  filing on Form S-8  and has duly caused  this
Post-Effective Amendment  to be  signed on  its behalf  by the  undersigned  and
hereto duly authorized, in the  City of St. Louis,  State of Missouri, on  March
29, 1996.


                                   RALSTON PURINA COMPANY



                               By: James M. Neville, Attorney in fact
                                   for Chairman of the Board and
                                   Chief Executive Officer
                                   William P. Stiritz













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