Ralston Purina Co – ‘10-K’ for 9/30/95

As of:  Wednesday, 12/20/95   ·   For:  9/30/95   ·   Accession #:  81870-95-75   ·   File #:  1-04582

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Annual Report   —   Form 10-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                         20±    96K 
 2: EX-3        Articles of Incorporation/Organization or By-Laws      7±    34K 
10: EX-10.VIV   Material Contract                                      5±    22K 
 3: EX-10.XII   Material Contract                                      9±    34K 
 4: EX-10.XIII  Material Contract                                     12±    46K 
 5: EX-10.XIV   Material Contract                                      4±    19K 
 6: EX-10.XV    Material Contract                                      4±    18K 
 7: EX-10.XVI   Material Contract                                      4±    19K 
 8: EX-10.XVII  Material Contract                                      5±    25K 
 9: EX-10.XVIII  Material Contract                                     3±    14K 
11: EX-10.XX    Material Contract                                      7±    32K 
12: EX-11       Statement re: Computation of Earnings Per Share        5±    29K 
13: EX-13       Annual or Quarterly Report to Security Holders         5±    31K 
14: EX-21       Subsidiaries of the Registrant                         4±    19K 
15: EX-23       Consent of Experts or Counsel                          1      7K 
16: EX-27       Financial Data Schedule (Pre-XBRL)                     1      9K 

10-K   —   Annual Report
Document Table of Contents

SECURITIES AND EXCHANGE COMMISSION
Washington, D. C.  20549
------------------------------------------- 
FORM 10-K 

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934 

For the fiscal year ended September 30, 1995.  Commission File No. 1-4582 

RALSTON PURINA COMPANY
Incorporated in Missouri - IRS Employer Identification No. 43-0470580 
Checkerboard Square, St. Louis, Missouri 63164
Registrant's telephone number, including area code:  314-982-1000 
--------------------------------------------

Securities registered pursuant to Section 12(b) of the Act:                     

                                                        [Enlarge/Download Table]

                                                                                                      
Title of each class                         Name of each exchange on which registered                 
-------------------                         -----------------------------------------                 

Ralston-Ralston Purina Group                New York Stock Exchange, Inc.                             
Common Stock, par value $.10 per share      Chicago Stock Exchange Pacific Stock Exchange Incorporated
Ralston-Ralston Purina Group                New York Stock Exchange, Inc.                             
Common Stock Purchase Rights                Chicago Stock Exchange                                    
                                            Pacific Stock Exchange Incorporated                       
5 3/4% Convertible Subordinated Debentures  New York Stock Exchange, Inc.                             
9 1/2% Sinking Fund Debentures              New York Stock Exchange, Inc.                             
9% Notes                                    New York Stock Exchange, Inc.                             
9 3/8% Sinking Fund Debentures              New York Stock Exchange, Inc.                             
9 1/4% Debentures                           New York Stock Exchange, Inc.                             
9.30% Debentures                            New York Stock Exchange, Inc.                             
8 5/8% Debentures                           New York Stock Exchange, Inc.                             
8 1/8% Debentures                           New York Stock Exchange, Inc.                             
7 7/8 % Debentures                          New York Stock Exchange, Inc.                             
7 3/4% Debentures                           New York Stock Exchange, Inc.                             


Registrant has filed all reports required to be filed by Section 13 or 15(d) of 
the Securities Exchange Act of 1934 during the preceding 12 months and has been 
subject to such filing requirements for the past 90 days.                       

Yes:  X   No:                                                                   
Disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not   
contained herein and will not be contained, to the best of registrant's         
knowledge, in the definitive proxy statement incorporated by reference in Part  
III of this Form 10-K or any amendment to this Form 10-K.                       

Yes:                No:  X                                                      

Aggregate market value of the voting stock held by nonaffiliates of the         
Registrant as of the close of business on November 8, 1995: $ 6,485,927,355.    
(Excluded from this figure is the voting stock held by Registrant's Directors,  
who are the only persons known to Registrant who may be considered to be its    
"affiliates" as defined under Rule 12b-2.)                                      

Number of shares of Ralston-Ralston Purina Group Common Stock ("RAL Stock"),    
$.10 par value, outstanding as of close of business on November 8, 1995:        
105,863,117.                                                                    

DOCUMENTS INCORPORATED BY REFERENCE                                             

1.   Portions of Ralston Purina Company 1995 Annual Report to Shareholders      
(Parts I and II of Form 10-K).                                        

2.   Portions of Ralston Purina Company Notice of Annual Meeting and Proxy      
Statement dated December 15, 1995 (Part III of Form 10-K).            

PART  I 

Item 1.  Business.                                                              

The Company, incorporated in Missouri in 1894, is the world's largest producer  
of dry dog and dry and soft-moist cat foods.  It is also the world's largest    
manufacturer of dry cell battery products.  The Company is also a major producer
of dietary soy protein, fiber food ingredients, polymer products and, outside   
the United States, feeds for livestock and poultry.  The Company has a number of
trademarks, such as PURINA, RALSTON, the CHECKERBOARD logo, CHOW, DOG CHOW, CAT 
CHOW, EVEREADY and ENERGIZER among others, which it considers of substantial    
importance and which it uses individually or in conjunction with other Company  
trademarks.                                                                     

The Company is presently comprised of four Business Segments - Pet Products,    
Battery Products, Soy Protein Products and Agricultural Products                

The Pet Products Segment consists of Ralston Purina's Pet Products and the      
consumer products operations of Ralston Purina International.  Pet Products     
produces and sells dog and cat foods under the PURINA name, including DOG CHOW, 
CAT CHOW and numerous other dog and cat food brands.  The Company operates 26   
manufacturing facilities in the United States and worldwide for the production  
of pet products and cereal.                                                     

The Battery Products Segment consists of the battery products business.  The    
battery products business manufactures and sells primary batteries, rechargeable
batteries and battery-powered lighting products in the United States and        
worldwide, principally under the trademarks EVEREADY and ENERGIZER.  The        
Company's domestic and foreign battery operations have been organized as        
Eveready Battery Company, Inc. and Ralston Purina Overseas Battery Company,     
respectively, both wholly owned subsidiaries of the Company.  Thirty-four       
manufacturing facilities are operated in the United States and abroad for the   
production of battery and related products.                                     

The Soy Protein Products Segment consists of the protein technologies business  
of Protein Technologies International Holdings, Inc., a holding company and a   
wholly owned subsidiary of the Company.  Its operating subsidiaries primarily   
manufacture food protein, food fiber and industrial polymer products in 7       
plants, 5 of which are located in the United States.                            
The Agricultural Products Segment consists primarily of the business of         
manufacturing CHOW brand formula feeds and animal health products in 66 Ralston 
Purina International Division facilities outside the United States.             

On July 22, 1995, the Company sold all of the outstanding capital stock of      
Continental Baking Company, its subsidiary engaged in the fresh bakery products 
business, to Interstate Bakeries Corporation and its wholly owned subsidiary    
Interstate Brands Corporation.  On November 15, 1994, the Company signed a      
Letter of Intent to sell the businesses of the Agricultural Products Segment to 
a wholly owned subsidiary of PM Holdings, Inc., but on April 18, 1995, the      
Company announced that it had been unable to reach agreement on the terms of    
that sale and that discussions with PM Holdings, Inc. had been terminated.  On  
March 31, 1994, the Company consolidated its domestic cereal, baby food, cracker
and cookie and all seasons resort businesses in Ralcorp Holdings, Inc.          
(`Ralcorp'') and then spun-off the stock of Ralcorp to all holders of the       
Company's RAL Stock on the basis of one share of Ralcorp Stock for every three  
shares of RAL Stock held on that date.                                          

The principal raw materials used in the Pet Products Segment are grain and grain
products, protein ingredients and meat by-products; in the Battery Products     
Segment, the principal raw materials used are manganese dioxide, zinc, acetylene
black and potassium hydroxide; in the Soy Protein Products Segment, the         
principal raw materials used are processed soy and other proteins; and in       
Agricultural Products, the principal materials used are grain and grain products
and protein ingredients.  The Company purchases such raw materials from local,  
regional, national and international suppliers.  The cost of raw materials used 
in these products may fluctuate due to weather conditions, government           
regulations, economic climate, or other unforeseen circumstances.  The Company  
manages exposure to changes in the commodities markets as considered necessary  
by hedging certain of its ingredient requirements such as soybean meal, corn or 
wheat.  Sales prices of the Company's agricultural products, a large portion of 
the production costs of which are represented by the costs of raw materials, are
adjusted frequently to reflect changes in raw material costs.  Prices of other  
products are adjusted less frequently.  The rapid turnover of certain raw       
material inventory items and the ability to substitute ingredients in some of   
these products, such as formula feeds, provide further protection against       
fluctuating raw material prices.                                                

Pet products are marketed in the United States primarily through direct sales   
forces and food brokers to grocery wholesalers, retail chains and other         
customers.  Battery products and food protein and industrial polymer products   
are marketed in the United States and internationally primarily through direct  
sales forces.  Agricultural products are distributed primarily through a network
of approximately 3,300 independent dealers outside the United States.           

Competition is intense in each of the Business Segments.  In the Pet Products   
and Battery Products Segments, the principal competitors are regional, national 
and international manufacturers whose products compete with those of the Company
for shelf space and consumer acceptance.  In the Agricultural Products Segment, 
the Company competes with other large feed manufacturers, cooperatives, single- 
owner establishments and in the case of many markets, government feed companies.
The business of the Battery Products Segment tends to be somewhat seasonal, with
strong fall and winter sales reflecting the effect of holiday buying of         
batteries.                                                                      

The operations of the Company, like those of other companies engaged in similar 
businesses, are subject to various federal, state, and local laws and           
regulations intended to protect the public health and the environment, including
air and water quality, underground fuel storage tanks and waste handling and    
disposal.  The Company has received notices from the U.S. Environmental         
Protection Agency, state agencies, and/or private parties seeking contribution, 
that it has been identified as a `potentially responsible party'' (PRP), under  
the Comprehensive Environmental Response, Compensation and Liability Act, and   
may be required to share in the cost of cleanup with respect to approximately 20
`Superfund'' sites.  The Company's ultimate liability in connection with those  
sites may depend on many factors, including the volume of material contributed  
to the site, the number of other PRP's and their financial viability, and the   
remediation methods and technology to be used.                                  

In 1994 and 1992, the Company adopted restructuring plans for its world-wide    
battery production capacity and certain administrative functions.  The Company  
continues to review its battery production capacity and its business structure  
in light of pervasive global trends, including the continuing shift from carbon 
zinc to alkaline products and easing of trade restrictions in many regions.     
Future periods will likely include further provisions for restructuring.        

The Company, as a whole, employs 10,589 employees in the United States and      
21,144 in foreign jurisdictions.  The descriptions of the businesses of, and the
summary of selected financial data regarding, the Company appearing under       
"Ralston Purina Company and Subsidiaries Financial Review-Highlights and        
Outlook" on page 15, "Ralston Purina Company and Subsidiaries Financial Review- 
Liquidity and Capital Resources" on page 16, "Ralston Purina Company and        
Subsidiaries Business Segment Information" on pages 22 through 24, and "Ralston 
Purina Company and Subsidiaries Notes to Financial Statements - Summary of      
Accounting Policies - Research and Development" on page 32 of the Ralston Purina
Company 1995 Annual Report to Shareholders are hereby incorporated by reference.

Item 2.  Properties.                                                            

A list of the Company's principal plants and facilities as of November 1, 1995  
follows.  The Company believes that such plants and facilities, in the          
aggregate, are adequate, suitable and of sufficient capacity for purposes of    
conducting its current business.                                                

PET PRODUCTS

Pet Products Plants                                                             
-------------------                                                             

United States                                                                   
Atlanta, GA                                                                     
Clinton, IA(2R)                                                                 
Davenport, IA(2R)                                                               
Denver, CO                                                                      
Dunkirk, NY                                                                     
Flagstaff, AZ                                                                   
Oklahoma City, OK                                                               
Zanesville, OH                                                                  

International                                                                   
Cuautitlan, Mexico (8)                                                          
Encrucijada, Venezuela (8)                                                      
Guatemala City, Guatemala (8)                                                   
Innisfail, Alberta, Canada                                                      
Mississauga, Ontario, Canada                                                    
Monjos, Spain (8)                                                               
Montfort-Sur-Risle, France                                                      
Mosquera, Columbia (8)                                                          
Portogruaro, Italy (8)                                                          
Ribeirao Preto, Brazil                                                          
Songtan, Korea (8)                                                              

Cat Litter Plants                                                               
-----------------                                                               

United States                                                                   
Bloomfield, MO                                                                  
Maricopa, CA                                                                    
Olmsted, IL                                                                     

Packaging Facilities                                                            
--------------------                                                            

United States                                                                   
Philadelphia, PA (12)                                                           

International                                                                   
Caledonia, Ontario, Canada (12)                                                 

Cereal Plants                                                                   
-------------                                                                   

International                                                                   
Aire-Sur-Adour, France                                                          
Kunsan, Korea (8) (10)                                                          

BATTERY PRODUCTS                                                                

Battery and Related Products Plants                                             
-----------------------------------                                             

United States                                                                   
Asheboro, NC(2)(4)                                                              
Bennington, VT                                                                  
Fremont, OH                                                                     
Gainesville, FL                                                                 
Garretsville, OH                                                                
Marietta, OH                                                                    
Maryville, MO                                                                   
Newport News, VA                                                                
Red Oak, IA                                                                     
St. Albans, VT                                                                  

International                                                                   
Alexandria, Egypt                                                               
Banbury, United Kingdom                                                         
Caudebec Les Elbeuf, France (2)                                                 
Cebu, Philippines                                                               
Ekala, Sri Lanka                                                                
Gebzi-Kocaeli, Turkey (9) (11)                                                  
Itapecerica, Brazil                                                             
Jakarta, Indonesia                                                              
Johore Bahru, Malaysia                                                          
Juarez, Mexico                                                                  
Jurong, Singapore (4)                                                           
La Chaux-de-Fonds, Switzerland                                                  
Manila, Philippines                                                             
Macau                                                                           
Nakuru, Kenya (6)                                                               
Newcastle-under-Lyme, United Kingdom                                            
New Territories, Hong Kong                                                      
Sao Paulo, Brazil                                                               
Slany, Czech Republic(9)                                                        
Sydney, Australia                                                               
Tanfield Lea, United Kingdom                                                    
Tecamac, Mexico                                                                 
Walkerton, Ontario, Canada                                                      

AGRICULTURAL PRODUCTS 
Feed Plants                                                                     
-----------                                                                     

International                                                                   
Addison, Ontario, Canada                                                        
Arequipa, Peru(2)                                                               
Barcelona, Venezuela                                                            
Bastia-Umbra, Italy                                                             
Benavente, Portugal                                                             
Benavente, Spain(1)                                                             
Borgoratto, Italy                                                               
Bucaramanga, Colombia(2)                                                        
Buga, Colombia                                                                  
Cabimas, Venezuela (Longemar)                                                   
Canoas, Brazil                                                                  
Cantenhede, Portugal                                                            
Carnoet, France(10)                                                             
Cartagena, Colombia                                                             
Chiclayo, Peru                                                                  
Courchelettes, France                                                           
Cuautitlan, Mexico(3)                                                           
Dos Hermanas, Spain(1)                                                          
Drummondville, Quebec, Canada                                                   
Encrucijada, Venezuela(3)                                                       
Galicia, Spain (1)                                                              
Gonen, Turkey                                                                   
Guadalajara, Mexico                                                             
Guatemala City, Guatemala(3)                                                    
Inhumas, Brazil                                                                 
Karcag, Hungary                                                                 
Kunsan, Korea                                                                   
Lima, Peru                                                                      
Longue, France                                                                  
Luleburgaz, Turkey                                                              
Macon, France                                                                   
Maracaibo, Venezuela                                                            
Marcilla, Spain(1)                                                              
Maringa, Brazil                                                                 
Medellin, Colombia(2)                                                           
Merida, Spain(1)                                                                
Mexicali, Mexico                                                                
Monjos, Spain(1)(3)                                                             
Monterrey, Mexico                                                               
Mosquera, Colombia(3)                                                           
Nanjing, People's Rep. of China                                                 
Obregon, Mexico                                                                 
Palmerston, Ontario, Canada                                                     
Paulinia, Brazil                                                                
Pommevic, France                                                                
Portogruaro, Italy(3)                                                           
Pulilan, Philippines                                                            
Pusan, Korea                                                                    
Recife, Brazil                                                                  
St. Romuald, Quebec, Canada                                                     
Salamanca, Mexico                                                               
San Felice, Italy                                                               
Sildamin, Italy(2)                                                              
Songtan, Korea(3)                                                               
Sorcy, France                                                                   
Sospiro, Italy                                                                  
Strathroy, Ontario, Canada                                                      
Tehuacan, Mexico                                                                
Termoli, Italy                                                                  
Torrejon, Spain(1)                                                              
Torreon, Mexico                                                                 
Valencia, Spain(1)                                                              
Villasis, Philippines                                                           
Volta Redonda, Brazil                                                           
Woodstock, Ontario, Canada                                                      

Hatcheries                                                                      
----------                                                                      

Valencia, Venezuela                                                             

SOY PROTEIN PRODUCTS

Food Protein Plants                                                             
-------------------                                                             

United States                                                                   
Memphis, TN                                                                     
Pryor, OK                                                                       

International                                                                   
Hannan, Japan(1)                                                                
Ieper, Belgium                                                                  

Industrial Protein Plant                                                        
------------------------                                                        

Louisville, KY                                                                  

Powdered Alpha Cellulose Plant                                                  
------------------------------                                                  

Urbana, OH                                                                      

Dairy Food Systems Plant                                                        
------------------------                                                        
Hager City, WI                                                                  

OTHER PROPERTIES

Research Facilities                                                             
-------------------                                                             

United States                                                                   
Cape Girardeau, MO                                                              
Gray Summit, MO(5)                                                              
St. Louis, MO(5A)                                                               
Westlake, OH(5B)                                                                

International                                                                   
Tanfield Lea, United Kingdom                                                    

Machine Shop and Foundry                                                        
------------------------                                                        

St. Louis, MO                                                                   

Miscellaneous                                                                   
-------------                                                                   

Detroit, MI                                                                     
San Diego, CA                                                                   
Shelby, N.C.                                                                    
Thomasville, N.C.                                                               

Administrative and Executive Offices                                            
------------------------------------                                            

St. Louis, MO                                                                   

In addition to the properties identified above, the Company and its subsidiaries
own and/or operate sales offices, regional offices, storage facilities,         
distribution centers and terminals and related properties.                      

(1)       20% to 50% owned interests                                            
(2)       Leased; (2R) Leased pursuant to industrial revenue bond financing     
(3)       Also produces pet food                                                
(4)       Two plants                                                            
(5)       Provides service for Human and Pet Foods; (5A) Human and Pet Foods and
Soy       Protein Products and Other; (5B) Battery Products                     
(6)       Less than 20% owned interest                                          
(7)       Also produces cereal                                                  
(8)       Also produces feed                                                    
(9)       Over 50% owned interest in Joint Venture operating facility           
(10)      Under contract to sell                                                
(11)      Plant has closed since August 31, 1995                                
(12)      Bulk packaging and distribution facility                              

Item 3.  Legal Proceedings.                                                     

   The Company is a party to a number of legal proceedings in various state,
federal and foreign jurisdictions.  These proceedings are in varying stages and 
many may proceed for protracted periods of time.  Some proceedings involve      
highly complex questions of fact and law.                                       

On January 4, 1993, the Company was served with the first of nine     
substantively identical actions currently pending in the United States District 
Court for the District of New Jersey.  The suits have been consolidated and     
styled In Re Baby Food Antitrust Litigation, No. 92-5495 (NHP).  The            
consolidated proceeding is a certified class action by and on behalf of all     
direct purchasers of baby foods (other than the defendants and governmental     
entities), alleging that the Beech-Nut baby food business (owned by the Company 
from November, 1989 until April, 1994, and now owned by Ralcorp Holdings, Inc.) 
and its predecessor Nestle Holdings, Inc., together with Gerber Products Company
and H.J. Heinz Company, conspired to fix, maintain and stabilize the prices of  
baby foods during the period January 1, 1975 to August 31, 1992.  The suit seeks
treble damages.                                                                 

   On January 19 and 21, 1993, the Company was served with two class actions
on behalf of indirect purchasers (consumers) of baby food in California, which  
contain substantially identical charges.  These actions have been consolidated  
in the Superior Court for the County of San Francisco and styled Bruce, et al.  
v. Gerber Products Company, et al., No. 94-8857.  On January 19, 1993, Ralston  
was served with a similar action filed in Alabama state court on behalf of      
indirect purchasers of baby food in Alabama, styled Johnson, et al. v. Gerber   
Products Company, et al., No. 93 -L-0333-NE.  The California and Alabama state  
actions allege violations of state antitrust laws, seek treble damages and are  
substantively identical to each other.  Similar state actions may be filed in   
states having laws permitting suits by indirect purchasers.  The Company and    
Ralcorp Holdings, Inc. have agreed that all liability and expenses related to   
the above antitrust matters will be shared equally, except that the Company will
be solely responsible for any settlement or judgment exceeding a certain set    
amount.                                                                         

    On September 20, 1995, the Company was notified that three actions pending
in the City of St. Louis, Missouri and styled Attanasio, et al. v. Ralston      
Purina Company, et al., No. 954-00010, Haenel, et al. v. Ralston Purina Company,
et al., No. 954-00009, and Goodsene et al., v. Stiritz, et al., No. 952-00416,  
all of which challenged the sale of the Company's former subsidiary, Continental
Baking Company, to Interstate Bakeries Corporation, had been dismissed without  
prejudice.                                                                      

 The operations of the Company, like those of other companies engaged in
similar businesses, are subject to various federal, state, and local laws and   
regulations intended to protect the public health and the environment, including
air and water quality, underground fuel storage tanks and waste handling and    
disposal.  The Company has received notices from the U.S. Environmental         
Protection Agency, state agencies, and/or private parties seeking contribution, 
that it has been identified as a `potentially responsible party'' (PRP), under  
the Comprehensive Environmental Response, Compensation and Liability Act, and   
may be required to share in the cost of cleanup with respect to approximately 20
`Superfund'' sites.  The Company's ultimate liability in connection with those  
sites may depend on many factors, including the volume of material contributed  
to the site, the number of other PRP's and their financial viability, and the   
remediation methods and technology to be used.                                  

     In the opinion of management, based on the information presently known, the
ultimate liability for all such matters, together with the liability for all    
other pending legal proceedings, asserted legal claims and known potential legal
claims which are probable of assertion, taking into account established accruals
of $13.9 for estimated liabilities, should not be material to the financial     
position of the Company, but could be material to results of operations or cash 
flows for a particular quarter or annual period.                                

Item 4.  Submission of Matters to a Vote of Security Holders.                   

Not applicable.                                                       

Item 4.A.   Executive Officers of the Registrant.                               

A list of the executive officers of the Company and their business    
experience follows:                                                             

William P. Stiritz, 61, Chairman of the Board, Chief Executive Officer and      
------------------                                                              

President since 1982 and Corporate Officer since 1973; President and Chief      
Executive Officer 1981-82; Group Vice President, Grocery Products and Restaurant
Operations 1979-81.  Company service, 32 years.                                 

Jay W. Brown, 50, Vice President; Chief Executive Officer and President, Protein
------------                                                                    

Technologies International, Inc. since 1995; Chairman of the Board and Chief    
Executive Officer, Continental Baking Company 1985 - 1995 and Corporate Officer 
since 1984; President, Van Camp Seafood Division 1983-84; Vice President,       
Foodmaker, Inc. 1981-83.  Company service, 25 years.                            

James R. Elsesser, 51, Vice President and Chief Financial Officer since 1985 and
-----------------                                                               

Corporate Officer since 1985; Vice President, March-September, 1985; Treasurer, 
February-September, 1985.  Company service, 10 years.                           

Patrick C. Mannix, 50, Vice President; President, Eveready Battery Company,     
-----------------                                                               

Inc., Specialty Business since 1995; Executive Vice President, Eveready Battery 
Company, International 1991 - 1995 and Corporate Officer since 1992; Area       
Chairman, Asia Pacific operations, Eveready Battery, 1985-91.  Company service, 
32 years, including 23 years with Eveready Battery Division of Union Carbide    
Corporation.                                                                    

W. Patrick McGinnis, 48, Vice President; President and Chief Executive Officer, 
-------------------                                                             

Pet Products Group since 1992 and Corporate Officer since 1984; President and   
Chief Operating Officer, Grocery Products Group 1989-92; Vice President and     
President, Branded Foods Group 1987-89; Vice President and Executive Vice       
President, Grocery Products Division 1984-87; Division Vice President,          
Marketing, Grocery Products Division 1983-84; Executive Vice President and      
Director, Grocery Products Division, Ralston Purina Canada, Inc. 1980-83.       
Company service, 23 years.                                                      

George L. Meffert, Jr., 55, Vice President; President, Eveready Battery Company,
-----------------                                                               

Inc. since 1995; Executive Vice President, North America, Eveready Battery      
Company, 1988 - 1995 and Corporate Officer since 1992; Area Chairman, Latin     
American operations, Eveready Battery, 1985-88.  Company service, 30 years,     
including 21 years with Eveready Battery Division of Union Carbide Corporation. 

J. Patrick Mulcahy, 51, Vice President; Chairman of the Board and Chief         
------------------                                                              

Executive Officer, Eveready Battery Company, Inc., and responsible for Ralston  
Purina International since 1987 and Corporate Officer since 1984; Vice President
and Director, Corporate Strategic Planning and Administration 1984-86; Division 
Vice President, Strategic Planning 1981-84; Division Vice President, Director of
Marketing, Grocery Products Group 1980-81.  Company service, 28 years.          

James M. Neville, 56, Vice President, General Counsel and Secretary since 1989, 
----------------                                                                

and Corporate Officer since 1983; Vice President and General Counsel 1984-89.   
Company service, 12 years.                                                      

Ronald D. Winney, 53, Treasurer and Corporate Officer since 1985; Division Vice 
----------------                                                                

President and Assistant Treasurer 1984-85; Assistant Treasurer 1977-85.  Company
service, 26 years.                                                              

Anita M. Wray, 41, Vice President and Controller since April 1994; Division Vice
-------------                                                                   

President and Director of Financial Accounting Services, 1985-1994.  Company    
service, 16 years.                                                              

(Ages and years of service as of December 31, 1995.)                            

PART II 

Item 5.  Market for Registrant's Common Stock and Related Stockholder Matters.  

   The Company's RAL is listed on the New York Stock Exchange, Chicago Stock
Exchange, Pacific Stock Exchange and has unlisted trading privileges on the     
Philadelphia, Boston and Cincinnati Stock Exchanges.  As of September 30, 1995, 
there were 24,324 shareholders of record of the Company's RAL Stock.            

  The following tables set forth dividends paid and range of market prices
for the RAL Stock and the Company's Ralston-Continental Baking Group Common     
Stock (`CBG Stock'')* (for the year ended September 30):                        

                                                        [Enlarge/Download Table]


                                                           Dividends Paid                                                         
                                                 ---------------------------------                                                

                                         RAL Stock                                        CBG Stock                               
                                       --------------                                   --------------                            
                                                                                                                                  
                               1995                       1994                   1995                  1994                       
                               -----                     -----                  -----                 -----                       

First Quarter                   $.30                        $.30                                      $.08                        
Second Quarter                  $.30                        $.30                                                                  
Third Quarter                   $.30                        $.30                                                                  
Fourth Quarter                  $.30                        $.30                                                                  

                                                         Market Price Range                                                       

                                      RAL Stock                                  CBG Stock                                        
                                   --------------                              --------------                                     
                                                                                                                                  
                                   1995                  1994                1995                   1994                          
                                  -----                 -----                -----                  -----                         
First Quarter              $45 3/4 - 40 1/2      $42 3/4 - 38 1/4      $5 1/2 - 3 5/8         $10     - 7 1/2                     
Second Quarter             $50 1/8 - 43 1/2      $46 3/8 - 38 1/4      $4 5/8 - 3 1/4         $9 5/8 - 6 3/8                      
Third Quarter              $51 3/4 - 46 3/8      $39 1/2 - 33 1/2      $4 1/2 - 3 5/8         $6 7/8 - 4 1/2                      
Fourth Quarter             $59       - 48 5/8    $42 1/4 - 34 3/8                <F*>         $6       - 4                        
<F*> On May 15, 1995, the Company exchanged each outstanding share of CBG Stock for .0886 shares of RAL Stock as permitted by     
Ralston's Restated Articles of Incorporation (Articles).  The exchange represented a 15% premium to the relative trading values of
the CBG Stock and RAL Stock for the period March 31 through April 6, 1995, as provided in the Articles.                           

Item 6.  Selected Financial Data.                                               

 The summary of selected financial data regarding Ralston Purina Company
appearing on pages 12 through 13, of the Ralston Purina Company 1995 Annual     
Report to Shareholders is hereby incorporated by reference.                     

Item 7.  Management's Discussion and Analysis of Financial Condition and Results
of Operations.                                                                  

Information appearing under "Ralston Purina Company and Subsidiaries Financial  
Review" on pages 15 through 21 and the information appearing under "Ralston     
Purina Company and Subsidiaries Business Segment Information" on pages 22       
through 24 of the Ralston Purina Company 1995 Annual Report to Shareholders is  
hereby incorporated by reference.                                               

Item 8.   Financial Statements and Supplementary Data.                          

The consolidated financial statements of the Company and its subsidiaries       
appearing on pages 26 through 46, together with the report thereon of Price     
Waterhouse LLP on page 25, and the supplementary data under "Ralston Purina     
Company and Subsidiaries Quarterly Financial Information" on pages 47 through 48
of the Ralston Purina Company 1995 Annual Report to Shareholders are hereby     
incorporated by reference.                                                      

Item 9.  Changes in and Disagreements With Accountants on Accounting and        
Financial Disclosure.                                                           

Not applicable.                                                       

PART III

Item 10.  Directors of the Registrant.                                          

  The information regarding directors on pages 5 through 11 of the Ralston
Purina Company Notice of Annual Meeting and Proxy Statement dated December 15,  
1995 is hereby incorporated by reference.                                       

Item 11.  Executive Compensation.                                               
  Information appearing under "Executive Compensation" on pages 17 through
21, "Stock Ownership" on pages 7 through 9, and the remuneration information    
under "Directors' Meetings, Committees and Fees" on pages 9 through 11 of the   
Ralston Purina Company Notice of Annual Meeting and Proxy Statement dated       
December 15, 1995 is hereby incorporated by reference.                          

Item 12.   Security Ownership of Certain Beneficial Owners and Management.      

   The discussion of the security ownership of certain beneficial owners and
management appearing under "Stock Ownership" on pages 7 through 9 of the Ralston
Purina Company Notice of Annual Meeting and Proxy Statement dated December 15,  
1995 is hereby incorporated by reference.                                       

Item 13.   Certain Relationships and Related Transactions.                      

Information appearing under `Other Transactions'' on page 25 of the   
Ralston Purina Company Notice of Annual Meeting and Proxy Statement dated       
December 15, 1995, is hereby incorporated by reference.                         

PART IV 

Item 14.  Exhibits, Financial Statement Schedules, and Reports on Form 8-K.     

1.  Documents filed with this report:                                           

a.  Financial statements previously incorporated by reference under Item 8
hereinabove.                                                            

- Report of Independent Accountants.                                  
     - Consolidated Statement of Earnings -- for years ended September 30, 1995,
1994 and 1993.                                                      
- Consolidated Balance Sheet -- for years ended September 30, 1995 and
1994.                                                               
 - Consolidated Statement of Cash Flows -- for years ended September 30,
1995, 1994, and 1993.                                               
- Consolidated Statement of Shareholders Equity -- for years ended    
September 30, 1995, 1994 and 1993.                                  
- Notes to Financial Statements.                                      

b.  Exhibits (Listed by numbers corresponding to the Exhibit Table of Item
601 in Regulation S-K).                                               

(3i) The Restated Articles of Incorporation of Ralston Purina Company,
        effective July 30, 1993, are hereby incorporated by reference to the
     Company's Form 10-K for the fiscal year ended September 30, 1993.
   (3ii)          The By-Laws of Ralston Purina Company, as amended November
16, 1995.                                                   
(4)  The Second Amended Rights Agreement, effective July 30, 1993, is 
       hereby incorporated by reference to the Company's Form 10-K for the
       fiscal year ended September 30, 1993 and to the Company's Amendment
No. 3 to Form 8-A/A filed on December 11, 1995.             
     (4)  The Certificate of Designation of Ralston Purina Company Series A ESOP
        Preferred Stock dated as of July 30, 1993, is hereby incorporated by
  reference to the Company's Form 10-K for the fiscal year ended
September 30, 1993.                                         
    (4)  Ralston Purina Company agrees to furnish the SEC, upon its request, a
      copy of any instrument defining the rights of holders of long-term
        debt of the Company and its consolidated subsidiaries and any of its
  unconsolidated subsidiaries for which financial statements are
required to be filed.                                       

(10)  Material Contracts.                                             

(i)  The following material contracts are hereby incorporated by
        reference to the Company's Form 10-K for the fiscal year ended
September 30, 1983.                                   

         (a)    Form of letter agreement dated June 18, 1982, to certain
          officers providing for deferral of bonuses for fiscal year
1982.*                                          
       (b)    Form of letter agreement to certain officers regarding
Deferred Bonus Plan.*                           

(ii) The following material contracts are hereby incorporated by
        reference to the Company's Form 10-K for the fiscal year ended
September 30, 1985.                                   

            (a)    Form of Agreement for Conversion of Deferred Compensation.*
            (b)    Form of Agreement for Conversion of Existing Deferrals over
$100,000.*                                      
            (c)    Form of Agreement for Conversion of 1968 Restricted Stock.*
       (d)    Form of Agreement for Conversion of Benefits under the
Supplemental Death Benefits Plan.*              
           (e)    Form of Agreement for Deferral of 1985 Annual Cash Bonus.*
             (f)    Form of Agreement for Deferral of 1985 ITIP Award Accruals.*
            (g)    Form of Non-Qualified Stock Option, effective September 22,
1983, as amended.*                              

       (iii)       The Form of 1986 Stock Performance Award is incorporated by
        reference to the Company's Form 10-K for the fiscal year ended
September 30, 1986.*                                  

(iv) The following material contracts are hereby incorporated by
        reference to the Company's Form 10-K for the fiscal year ended
September 30, 1987.                                   

           (a)    Form of Agreement for Deferral of 1986 Annual Cash Bonus.*
             (b)    Form of Agreement for Deferral of 1986 ITIP Award Accruals.*

(v)  The following material contracts are hereby incorporated by
        reference to the Company's Form 10-K for the fiscal year ended
September 30, 1988.                                   

     (a)    Executive Life Plan, as amended September 24, 1987.*
       (b)    Ralston Purina Company Incentive Compensation Plan, as
             adopted December 15, 1966, and amended September 1, 1968, and
September 25, 1987.*                            
            (c)    Ralston Purina Company 1972 Incentive Compensation Plan, as
amended September 25, 1987.*                    
           (d)    Form of Agreements for Deferral of 1987 Annual and Special
Cash Bonuses.*                                  
           (e)    Form of Agreements for Deferral of 1988 Annual and Special
Cash Bonuses.*                                  
             (f)    Form of Stock Performance Awards, effective March 24, 1988.*
            (g)    Ralston Purina Company 1982 Incentive Stock Plan as amended
  June 19, 1985, and January 21 and March 25, 1988.*
             (h)    Ralston Purina Company 1988 Incentive Stock Plan, as amended
January 21 and March 25, 1988.*                 
         (i)    Personal Financial Planning Program, as amended July 21,
1988.*                                          
         (j)    Retirement Plan for Non-Management Directors, as amended
November 20, 1987 and July 22, 1988.*           
            (k)    Form of Non-Qualified Stock Option, effective September 22,
1988.*                                          
           (l)    Executive Health Plan, as amended April 1, 1985, September
24, 1987 and July 21 and November 17, 1988.*    

(vi) The following material contracts are hereby incorporated by
        reference to the Company's Form 10-K for the fiscal year ended
September 30, 1989.                                   

        (a)    Ralston Purina Company Supplemental Retirement Plan, as
amended May 26, 1989.*                          
          (b)    Change in Control Severance Compensation Plan, as amended
September 21, 1989.*                            
          (c)    Executive Long-Term Disability Plan, as adopted September
22, 1989.*                                      
             (d)    Executive Savings Investment Plan, as amended May 25, 1989.*
        (e)    Personal Financial Planning Program, as amended May 25,
1989.*                                          

       (vii)       The following material contracts are hereby incorporated by
        reference to the Company's Form 10-K for the fiscal year ended
September 30, 1990.                                   

     (a)    Form of Management Continuity Agreements, as amended
September 28, 1990.*                            
             (b)    Form of Non-Qualified Stock Option, effective May 24, 1990.*
            (c)    Deferred Compensation Plan for Non-Management Directors, as
            amended September 25, 1987, July 22, 1988 and May 25, 1990.*
         (d)    Deferred Compensation Plan for Key Employees, as amended
         September 21, 1989, April 9, 1990 and November 21, 1990.*
             (e)    Form of Agreement for Deferral of 1985, 1986 and 1989 Annual
and Special Cash Bonuses.*                      
         (f)    Form of letter amending Restricted Stock Awards and Non-
   Qualified Stock Options, as of September 27, 1990.*

       (viii)      The following material contracts are hereby incorporated by
        reference to the Company's Form 10-K for the fiscal year ended
September 30, 1991.                                   

         (a)    Form of Split Dollar Second to Die Insurance Agreement.*
             (b)    Form of letter amending certain outstanding Restricted Stock
          Awards and Non-Qualified Stock Options, as of November 21,
1991.*                                          
  (c)    Form of letter for Deferral of 1992 Bonus Award.*

(ix) The following material contracts are hereby incorporated by
        reference to the Company's Form 10-K for the fiscal year ended
September 30, 1992.                                   

             (a)    Form of letter amending certain outstanding Restricted Stock
             Awards and Non-Qualified Stock Options, dated as of September
29, 1992.*                                      
  (b)    Form of letter for Deferral of 1993 Bonus Award.*
          (c)    Form of Agreement for Deferral of 1991 Annual and Special
Cash Bonuses.*                                  
           (d)    Form of Agreement for Deferral of 1991 Annual Cash Bonus.*
(e)    Form of 1991 Non-Qualified Stock Option.*      
     (f)    Form of Indemnification Agreement with directors and
corporate officers.*                            

(x)  The following material contracts are hereby incorporated by
        reference to the Company's Form 10-K for the fiscal year ended
September 30, 1993.                                   

          (a)    Form of Agreement for Deferral of 1992 Annual and Special
Bonuses.*                                       
           (b)    Form of Agreement for Deferral of 1992 Annual Cash Bonus.*
       (c)    Form of Amendment to 1988 Non-Qualified Stock Option.*
       (d)    Form of Amendment to 1990 Non-Qualified Stock Option.*
       (e)    Form of Amendment to 1991 Non-Qualified Stock Option.*
         (f)    Form of Deferred Compensation Plan for Key Employees, as
              amended, September 21, 1989, April 9, 1990, November 21, 1990,
        December 11, 1992, July 30, 1993 and November 18, 1993.*
      (g)    Form of Deferred Compensation Plan for Non-Management
                Directors, as amended September 25, 1987, July 22, 1988, May 25,
             1990, October 27, 1992, July 30, 1993 and November 18, 1993.*
             (h)    Form of letter amending Restricted Stock Awards, dated as of
September 24, 1993.*                            
      (i)    Conversion Opportunity for Continental Baking Company
Employees dated October 13, 1993.*              
     (j)    1993 Salary Acceleration Request and Agreement dated
November 17, 1992.*                             
             (k)    1994 Salary Acceleration Request and Agreement dated October
14, 1993.*                                      

(xi) The following material contracts are hereby incorporated by
        reference to the Company's Form 10-K for the fiscal year ended
September 30, 1994.                                   

  (a)    Form of Letter for Deferral of 1995 Bonus Award.*
             (b)    The Agreement and Plan of Reorganization between the Company
                and Several of its Subsidiaries and Ralcorp Holdings, Inc. dated
            March 31, 1994 is incorporated by reference to the Company's
Form 8-K/A dated April 14, 1994.                
        (c)    Form of Conversion Agreement and Option for Continental
       Baking Company Employees, effective November 18, 1993.*
            (d)    Trust Agreement between Ralston Purina Company and Wachovia
             Bank of North Carolina, N.A., dated as of September 15, 1994.
             (e)    Leveraged Incentive Plan, adopted as of September 23, 1994.*

       (xii)       Deferred Compensation Plan for Non-Management Directors, as
          amended September 25, 1987, July 22, 1988, May 25, 1990, October
         27, 1992, July 30, 1993, November 18, 1993 and August 9, 1995.*

    (xiii)      Deferred Compensation Plan for Key Employees, as amended
            September 21, 1989, April 9, 1990, November 21, 1990, December 11,
        1992, July 30, 1993, November 18, 1993, and November 6, 1995.*

(xiv)       Form of Letter for Deferral of 1996 Bonus Award.*   

 (xv) Form of March 23, 1995 Non-Qualified Stock Option Contract.*

 (xvi)       Form of September 28, 1995 Non-Qualified Stock Option
Contract.*                                            

      (xvii)      Form of September 28, 1995 Non-Qualified Performance Stock
Option Contract.*                                     

      (xviii)     Form of Agreement for Deferral of 1995 Annual Cash Bonus.*

    (xviv)      Retirement Plan for Non-Management Directors, as amended
         November 20, 1987, July 22, 1988, May 26, 1989 and November 16,
1995.*                                                

        (xx) Form of Termination Agreement and Agreement for Consulting Services
with Paul H. Hatfield dated December 7, 1994.*        

(11) Statement re: Computation of Per Share Earnings.                 
(13) Pages 11 to 48 of the Ralston Purina Company Annual Report to    
      Shareholders 1995, which are incorporated herein by reference, are
filed herewith.                                             
(21) Subsidiaries of the Registrant.                                  
(23) Consent of Independent Accountants.                              
(27) Financial Data Schedule                                          

* Denotes a management contract or compensatory plan or arrangement.  

2.   Current Reports on Form 8-K were filed by the Company during the fourth    
     quarter of its fiscal year ended September 30, 1995 on the following dates:

    On July 24, 1995 the Company filed a Current Report on Form 8-K describing
the sale by VCS Holding Company, a wholly-owned subsidiary of Ralston Purina    
Company, of 100% of the capital stock of Continental Baking Company, a          
subsidiary engaged in the wholesale baking business, to Interstate Bakeries     
Corporation, and its wholly owned subsidiary Interstate Brands Corporation.     
Unaudited Pro Forma Consolidated Financial Statements of Ralston Purina Company 
at, or for periods ended, June 30, 1995 were filed as an exhibit to the Form 8- 
K.                                                                              

On September 29, 1995, the Company filed a Current Report on Form 8-K 
describing the issuance and sale of $175,000,000 in aggregate principal amount  
of the Company's 7 3/4% Debentures due October 1, 2015, and filing as an exhibit
the Terms Agreement dated September 27, 1995, between the Company, Morgan       
Stanley & Co. Incorporated, Dillon, Read & Co. Inc. and A.G. Edwards & Sons,    
Inc. and the Form of Debenture.                                                 
SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange  
Act of 1934, the Registrant has duly caused this report to be signed on its     
behalf by the undersigned, thereunto duly authorized.                           

RALSTON PURINA COMPANY                                                          

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

Date:     December 15, 1995                                                     

   Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below on December 15, 1995, by the following persons on  
behalf of the registrant in the capacities indicated.                           

Signature                Title                                        

/s/William P. Stiritz                                                           
-------------------------------         Chairman of the Board, Chief            
William P. Stiritz                    Executive Officer, President          
            and Director

/s/James R. Elsesser                                                            
-------------------------------         Vice President and Chief                
James R. Elsesser                     Financial Officer                     

/s/Anita M. Wray                                                                
-------------------------------         Vice President and Controller           
Anita M. Wray                                                               

/s/David R. Banks                                                               
-------------------------------         Director                                
David R. Banks                                                              

/s/John H. Biggs                                                                
------------------------------          Director                                
John H. Biggs                                                               

/s/Donald Danforth, Jr.                                                         
------------------------------          Director                                
Donald Danforth, Jr.                                                        

/s/William H. Danforth                                                          
-------------------------------         Director                                
William H. Danforth                                                         

/s/David C. Farrell                                                             
-------------------------------         Director                                
David C. Farrell                                                            

/s/M. Darrell Ingram                                                            
------------------------------          Director                                
M. Darrell Ingram                                                           

/s/Richard A. Liddy                                                             
------------------------------          Director                                
Richard A. Liddy                                                            

/s/John F. McDonnell                                                            
------------------------------          Director                                
John F. McDonnell                                                           

/s/Katherine D. Ortega                                                          
------------------------------          Director                                
Katherine D. Ortega                                                         

Financial Statement and Schedules 

The consolidated financial statements of the Registrant have been     
incorporated by reference under Item 8.  Financial statements of the            
Registrant's 50% or less owned companies have been omitted because, in the      
aggregate, they are not significant.                                            

     Schedules not included have been omitted because they are not applicable or

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-K’ Filing		Date		Other Filings
		10/1/15
		12/31/95		10-Q,  11-K
Filed on:		12/20/95
		12/15/95		DEF 14A
		12/11/95		8-A12B/A
		11/16/95
		11/8/95
		11/6/95
		11/1/95
For Period End:		9/30/95		PRE 14A
		9/29/95		8-K
		9/28/95		424B2
		9/27/95
		9/20/95
		8/31/95
		8/9/95
		7/24/95		8-K
		7/22/95
		6/30/95		10-Q
		5/15/95
		4/18/95
		4/6/95
		3/23/95
		12/7/94
		11/15/94
		9/30/94		10-K
		9/23/94
		9/15/94
		4/14/94		8-K,  8-K/A
		3/31/94		10-Q,  8-K,  8-K/A
		11/18/93
		10/14/93
		10/13/93
		9/30/93
		9/24/93
		7/30/93
		1/19/93
		1/4/93
		12/11/92
		11/17/92
		10/27/92
		9/30/92
		9/29/92
		8/31/92
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