RALSTON PURINA CO
SC 13G, 1996-12-04
GRAIN MILL PRODUCTS
Previous: ALLIANCE QUASAR FUND INC, N-30D, 1996-12-04
Next: RALSTON PURINA CO, SC 13G, 1996-12-04



                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C 20549

                                  SCHEDULE 13G

                   Under the Securities Exchange Act of 1934

                             RALSTON PURINA COMPANY

                                (Name of Issuer)

          Ralston-Continental Baking Group Common Stock ("CBG Stock")

                         (Title of Class of Securities)

                            751 262 106 (CBG Stock)

                                 (CUSIP Number)

Check the following box if a fee is being paid with this statement:  \ \. (A fee
is not required only if the filing person: (1) has a previous statement on  file
reporting beneficial  ownership  of more  than  five  percent of  the  class  of
securities described  in Item  1;  and (2)  has  filed no  amendment  subsequent
thereto reporting beneficial ownership of five  percent or less of such  class.)
(See Rule 13d-7).

The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose  of Section 18 of  the Securities Exchange Act  of
1934 ("Act") or otherwise subject to the liabilities of that section of the  Act
but shall be subject to all other provisions of the Act.


1.   NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:

                                       1

     Ralston Purina Benefits Policy Board ("BPB").

2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:

     Not applicable.

3.   SEC USE ONLY:

4.   CITIZENSHIP OR PLACE OF ORGANIZATION:

     BPB is an unincorporated committee consisting of  employees of the  Issuer
     with fiduciary  responsibility  for  the  administration  of  the  Issuer's
     Savings Investment Plan (the "Plan"), a 401K Plan with an ESOP feature.

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

5.   SOLE VOTING POWER:  0

6.   SHARED VOTING POWER:  0

7.   SOLE DISPOSITIVE POWER:  0

8.   SHARED DISPOSITIVE POWER:  0

9.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:  0

10.  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*:

     Not applicable.

11.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9:       0%

                                       2

     On May 15, 1995, the Issuer  exchanged each outstanding share of CBG  Stock
     for .0886  shares of  Ralston Purina  Company Common  Stock ("RAL  Stock"),
     which now represents the Issuer's sole  outstanding class of common  stock.
     The exchange was authorized by the Issuer's Articles of Incorporation.   As
     a result of the exchange, the terms of the Issuer's $1.00 par Series A ESOP
     Convertible Preferred Stock were adjusted to provide that such shares  were
     convertible only into  2.29 shares of  RAL Stock.   Upon the exchange,  all
     shares of CBG  Stock allocated  to participate  accounts in  the Plan  were
     exchanged for shares of RAL Stock, and the  CBG Stock Fund in the Plan  was
     thereafter deleted.

12.  TYPE OF REPORTING PERSON:

     EP

SCHEDULE 13G

Item 1.

(a)  Name of Issuer:  Ralston Purina Company

(b)  Address of Issuer's Principal Executive Offices:  Checkerboard Square, St.
Louis, MO 63164

Item 2.

(a)  Name of Person Filing:  BPB

(b)  Address of Principal Business Office or, if none, Residence:
     Checkerboard Square, St. Louis, MO 63164

(c)  Citizenship:        See responses to Item 4 on Cover Sheets
                                       3

(d)  Title of Class of Securities: CBG Stock.

(e)  CUSIP Number:       751 262 106 (CBG Stock).

Item 3.                  If this statement is filed pursuant to Rule 13d-1(b),

or 13d-2(b),

     check whether the person filing is a:


(a)  Broker or Dealer registered under Section 15 of the Act:    No

(b)  Bank as defined in section 3(a)(6) of the Act:    No

(c)  Insurance Company as defined in section 3(a)(19) of the Act:     No

(d)  Investment Company registered under section 8 of the Investment Company
Act: No.

(e)  Investment Adviser registered under section 203 of the Investment Advisers
Act of 1940:             No

(f)  Employee Benefit Plan, Pension Fund which is subject to the provisions of
the Employee             Retirement Income Security Act of 1974 or Endowment
Fund;
     see Section 240. 13d-1(b)(1)(ii)(F):    Yes

(g)  Parent Holding Company, in accordance with Section 240.13d-1(b)(ii)(G)
     (Note: See Item 7): No

(h)  Group, in accordance with Section 240. 13d-1(b)(l)(ii)(H):       No

                                       4
Item 4.                  Ownership


     If the percent of the class owned, as of December 31 of the year covered by
     the statement, or as of the last day of any month described in Rule 13d-
     1(b)(2), if applicable, exceeds five percent, provide the following
     information as of that date and identify those shares which there is a
     right to acquire.

     This Schedule was inadvertently not filed by February 14 of 1996 to report
     ownership levels as of December 31, 1995.  The ownership levels disclosed
     are as of December 31, 1995 but remain the same as of the date hereof.

     Not Applicable.

Item 5.                  Ownership of Five Percent or Less of a Class


     If this statement is  being filed to report  the fact that  as of the  date
     hereof the reporting person has ceased  to be the beneficial owner of  more
     than five percent of the class of securities, check the following:   [X]

Item 6.                  Ownership of More than Five Percent on Behalf of

Another Person.


     If any other person is known to have the right to receive  or the power to
     direct the receipt  of dividends from,  or the proceeds  from the sale  of,
     such securities, a statement to that effect should be included in  response
     to this item and, if such interest relates to more than five percent of the
     class, such person should be identified.  A listing of the shareholders  of
     an investment company registered under the  Investment Company Act of  1940


                                       5
     or the beneficiaries of  employee benefit plan,  pension fund or  endowment
     fund is not required.

     Not applicable.

Item 7.                  Identification and Classification of the Subsidiary

Which Acquired the Security Being Reported on     By the Parent Holding Company


     If a parent holding company has filed this schedule, pursuant to Rule  13d-
     1(b)(ii)(G), so indicate under item 3(g) and attach an exhibit stating  the
     identity and the  Item 3 classification  of the relevant  subsidiary. If  a
     parent holding company has filed this  schedule pursuant to Rule  13d-1(c),
     attach an exhibit stating the identification of the relevant subsidiary.

     Not applicable.

Item 8.                  Identification and Classification of Members of the

Group


     If a group  has filed this  schedule pursuant to  Rule 13d-1(b)(ii)(H),  so
     indicate under Item  3(h) and attach  an exhibit stating  the identity  and
     Item 3 classification of  each member of  the group. If  a group has  filed
     this schedule  pursuant to  Rule 13d-1(c),  attach an  exhibit stating  the
     identity of each member of the group.

     Not applicable.

Item 9.                  Notice of Dissolution of Group



                                       6
     Notice of dissolution of a group may be furnished as an exhibit stating the
     date of  the dissolution  and  that all  further  filings with  respect  to
     transactions in the  security reported on  will be filed,  if required,  by
     members of the group, in their individual capacity. See Item 5.

     Not applicable.

Item 10.                   Certification


The following certification shall be included if the statement is filed pursuant
     to Rule 13d-1(b):

     By signing below I certify  that, to the best  of my knowledge and  belief,
     the securities referred to  above were acquired in  the ordinary course  of
     business and were  not acquired  for the  purpose of  and do  not have  the
     effect of  changing  or influencing  the  control  of the  issuer  of  such
     securities and were not acquired in connection with or as a participant  in
     any transaction having such purposes or effect.


SIGNATURE

After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this
statement is true, complete and correct.

Date:  December 4, 1996

Signature:



                                       7
C. S. Sommer, Secretary,
Ralston Purina Benefits Policy Board



















                                                         i:\sec\13g\96cbgbpb.doc











                                       8



© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission