SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

(Mark  One)

(X)  QUARTERLY  REPORT  PURSUANT  TO  SECTION  13  OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED DECEMBER 31, 2000.

( )  TRANSITION  REPORT  PURSUANT  TO  SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM ________ TO __________.

                       Commission file number:     1-12619


                             RALCORP HOLDINGS, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

                    Missouri                    43-1766315
             (State of Incorporation)        (I.R.S. Employer
                                            Identification No.)

           800 Market Street, Suite 2900
                  St. Louis, MO                     63101
              (Address of principal              (Zip Code)
                executive offices)


                                 (314) 877-7000
              (Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) 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  (or  for such shorter period that the registrant was
required  to  file  such  reports),  and  (2)  has  been  subject to such filing
requirements  for  the  past  90  days.  Yes  (x)   No  (   )

Indicate  the  number  of  shares outstanding of each of the issuer's classes of
common  stock,  as  of  the  latest  practicable  date.

           Common  Stock                     Outstanding Shares at
       par value $.01 per share                February 12, 2001
                                                   29,859,907



                             RALCORP HOLDINGS, INC.

INDEX

PART I.  FINANCIAL INFORMATION                                       PAGE
                                                                     ----

Item 1.  Financial Statements

     Consolidated  Statement  of  Earnings                             1

     Condensed Consolidated Balance Sheet                              2

     Condensed Consolidated Statement of Cash Flows                    3

     Notes  to  Condensed Consolidated Financial Statements            4

Item  2.  Management's  Discussion  and  Analysis  of  Financial
          Condition  and  Results  of  Operations                      8

Item  3.  Quantitative  and  Qualitative  Disclosures
          About  Market  Risk                                         13


PART  II.  OTHER  INFORMATION

Item  6.  Exhibits  and  Reports on Form 8-K                          13







                                       (i)




                         PART  I.  FINANCIAL  INFORMATION

ITEM  1.  FINANCIAL  STATEMENTS.


                             RALCORP  HOLDINGS,  INC.
                       CONSOLIDATED  STATEMENT  OF  EARNINGS
                                  (Unaudited)
        (Dollars  in  millions  except  per  share  data,  shares  in thousands)

                                           Three Months Ended
                                              December 31,
                                           ------------------
                                             2000      1999
                                           --------  --------

                                                  
Net  Sales                                 $ 277.3   $ 204.9
                                           --------  --------
Costs  and  Expenses
  Cost  of  products  sold                   216.2     155.5
  Selling,  general  and  administrative      34.1      25.6
  Advertising  and  promotion                  8.3       6.2
  Interest  expense,  net                      4.6       1.1
  Merger  termination  fee,  net  of
   related  expenses                          (4.2)        -
                                           --------  --------
    Total  Costs  and  Expenses              259.0     188.4
                                           --------  --------
Earnings  before  Income  Taxes
 and  Equity  Earnings                        18.3      16.5
Income  Taxes                                  6.9       6.0
                                           --------  --------
Earnings  before  Equity  Earnings            11.4      10.5
Equity  in  Loss  of  Vail  Resorts,  Inc.,
 Net  of  Related  Deferred  Income  Taxes    (2.7)     (2.9)
                                           --------  --------
Net  Earnings                              $   8.7   $   7.6
                                           ========  ========

Basic  Earnings  per  Share                $  0.29   $  0.25
                                           ========  ========
Diluted  Earnings  per  Share              $  0.29   $  0.24
                                           ========  ========
Weighted  Average  Shares  for
 Basic  Earnings  per  Share                29,860    30,537
  Dilutive  effect  of:
    Stock  options                             119       453
    Deferred  compensation  awards               -       194
                                           --------  --------
Weighted  Average  Shares  for
 Diluted  Earnings  per  Share              29,979    31,184
                                           ========  ========

See  accompanying  Notes  to  Condensed  Consolidated  Financial  Statements.












                                       1




                   RALCORP  HOLDINGS,  INC.
            CONDENSED  CONSOLIDATED  BALANCE  SHEET
                   (Dollars  in  millions)

                                           (Unaudited)
                                             Dec. 31,    Sept. 30,
                                               2000        2000
                                             --------    --------
                                                   
ASSETS
Current  Assets
  Cash  and  cash  equivalents               $   4.5     $   4.1
  Receivables,  net                            101.7       102.4
  Inventories  -
   Raw  materials  and  supplies                57.4        57.8
   Finished  products                           77.9        92.3
  Prepaid  expenses                              2.5         3.5
  Other  current  assets                         6.7         6.7
                                             --------    --------
    Total  Current  Assets                     250.7       266.8

Investment  in  Vail  Resorts,  Inc.            71.8        75.9
Intangible  Assets,  Net                       182.6       186.1
Property,  Net                                 269.5       271.9
Other  Assets                                    6.4         4.0
                                             --------    --------
    Total  Assets                            $ 781.0     $ 804.7
                                             ========    ========

LIABILITIES  AND  SHAREHOLDERS'  EQUITY
Current  Liabilities
  Accounts  payable                          $  66.0     $  78.5
  Other  current  liabilities                   49.6        39.4
                                             --------    --------
    Total  Current  Liabilities                115.6       117.9

Long-term  Debt                                234.6       264.4
Deferred  Income  Taxes                         35.2        36.6
Other  Liabilities                              36.5        35.5
Commitments  and  Contingencies                    -           -
                                             --------    --------
    Total  Liabilities                         421.9       454.4
                                             --------    --------
Shareholders'  Equity
  Common  stock                                   .3          .3
  Capital  in  excess  of  par  value          110.0       110.0
  Retained  earnings                           301.4       292.7
  Common  stock  in  treasury,  at  cost       (52.7)      (52.7)
  Accumulated  other  comprehensive  income       .1           -
                                             --------    --------
    Total  Shareholders'  Equity               359.1       350.3
                                             --------    --------
    Total  Liabilities  and
     Shareholders'  Equity                   $ 781.0     $ 804.7
                                             ========    ========

See  accompanying  Notes  to  Condensed  Consolidated  Financial  Statements.









                                       2





                           RALCORP  HOLDINGS,  INC.
               CONDENSED  CONSOLIDATED  STATEMENT  OF  CASH  FLOWS
                                (Unaudited)
                           (Dollars  in  millions)

                                                        Three Months Ended
                                                            December  31,
                                                        -------------------
                                                          2000       1999
                                                        --------   --------
                                                             
Cash  Flows  from  Operations
  Net  earnings                                         $   8.7    $   7.6
  Non-cash  items  included  in  net  earnings             12.5       11.4
  Changes  in  current  assets  and  liabilities,
   net  of  effects  of  acquisitions                      14.2       (2.1)
  Other,  net                                              (1.1)       2.1
                                                        --------   --------
    Net  cash  provided  by  operations                    34.3       19.0
                                                        --------   --------

Cash  Flows  from  Investing  Activities
  Business  acquisitions,  net  of  cash acquired            .6      (37.7)
  Additions  to  property  and  intangible assets          (5.2)      (6.4)
  Proceeds  from  sale  of  property                         .5          -
                                                        --------   --------
    Net  cash  used  by  investing activities              (4.1)     (44.1)
                                                        --------   --------

Cash  Flows  from  Financing  Activities
  Net (repayments) borrowings under credit arrangements   (29.8)      27.0

                                                        --------   --------
    Net cash (used) provided by financing activities      (29.8)      27.0
                                                        --------   --------

Net  Increase  in  Cash  and  Cash Equivalents               .4        1.9
Cash  and  Cash  Equivalents,  Beginning  of Period         4.1        1.9
                                                        --------   --------

Cash  and  Cash  Equivalents,  End  of Period           $   4.5    $   3.8
                                                        ========   ========

See  accompanying  Notes  to  Condensed  Consolidated  Financial  Statements.























                                       3



                             RALCORP  HOLDINGS,  INC.
              NOTES  TO  CONDENSED  CONSOLIDATED  FINANCIAL  STATEMENTS
                               DECEMBER  31,  2000
                                  (Unaudited)
                             (Dollars  in  millions)

NOTE  1  -  PRESENTATION  OF  CONDENSED  FINANCIAL  STATEMENTS

The  accompanying  unaudited historical financial statements of the Company have
been  prepared  in  accordance  with  the  instructions for Form 10-Q and do not
include  all  of  the  information  and footnotes required by generally accepted
accounting  principles  for  complete  financial statements.   In the opinion of
management,  all  adjustments,  consisting  only of normal recurring adjustments
considered  necessary  for  a fair presentation, have been included.   Operating
results  for  any  quarter are not necessarily indicative of the results for any
other  quarter  or  for  the  full  year.   Certain prior year amounts have been
reclassified  to conform with the current year's presentation.  These statements
should be read in connection with the financial statements and notes included in
the  Company's  Annual  Report  to Shareholders for the year ended September 30,
2000.

NOTE  2  -  RECENTLY  ISSUED  ACCOUNTING  STANDARDS

On  October  1, 2000, the Company implemented, on a prospective basis, Statement
of  Financial  Accounting  Standards  (SFAS) No. 133, "Accounting for Derivative
Instruments and Hedging Activities," as amended by SFAS No. 137 and SFAS No. 138
(collectively,  the  Statement).   This Statement requires all derivatives to be
recognized  in  the balance sheet at fair value, with changes in that fair value
to  be  recorded  in current earnings or deferred in other comprehensive income,
depending  on whether the derivative instrument qualifies as a hedge and, if so,
the  nature  of  the hedging activity.  The Company's transition adjustment upon
adoption  of  the Statement was immaterial.  In the ordinary course of business,
the  Company  is exposed to commodity price risks relating to the acquisition of
raw materials and supplies and interest rate risks relating to debt.  Authorized
individuals  within  the  Company  may utilize derivative financial instruments,
including  (but  not  limited  to)  futures contracts, option contracts, forward
contracts  and swaps, to manage certain of these exposures by hedging when it is
practical  to  do  so.   The  terms of these instruments generally do not exceed
twelve  months.   The  Company  is  not  permitted  to  engage in speculative or
leveraged  transactions  and  will  not  hold or issue financial instruments for
trading  purposes.   Hedge  accounting  is  only  applied when the derivative is
deemed  to  be  highly  effective  at  offsetting  changes  in  fair  values  or
anticipated  cash flows of the hedged item or transaction.  Earnings impacts for
all  designated  hedges  are  recorded in the Consolidated Statement of Earnings
generally  on  the  same line item as the gain or loss on the item being hedged.
For  a  fair value hedge of a recognized asset or liability or unrecognized firm
commitment,  the  entire  change  in fair value of the derivative is recorded in
earnings as incurred.   For a cash flow hedge of an anticipated transaction, the
ineffective portion of the change in fair value of the derivative is recorded in
earnings  as incurred,  whereas the effective portion is deferred in accumulated
other  comprehensive  income  in  the  Consolidated  Balance  Sheet   until  the
transaction is realized,  at which time any deferred hedging gains or losses are
recorded  in  earnings.   During  the  quarter  ended December 31, 2000, hedging
activities  were  immaterial,  consisting of only cash flow hedges of ingredient
purchases.  See  Note  4  for  the  related  effect  on  comprehensive  income.

In December 1999, the Securities and Exchange Commission issued Staff Accounting
Bulletin  (SAB)  101,  "Revenue  Recognition in Financial Statements."   SAB 101
provides  guidance  on  recognition,  presentation  and disclosure of revenue in
financial statements.  In addition, the Emerging Issues Task Force (EITF) issued
EITF 00-10, "Accounting for Shipping and Handling Fees and Costs,"  which states
that  amounts  billed,  if any,  for shipping and handling should be included in
revenue  and  amounts  incurred  for  shipping and handling should not be netted
against  revenue,  and  EITF  00-14,  "Accounting for Certain Sales Incentives",
which  provides  guidance on accounting for discounts, coupons, rebates and free
product.   Ralcorp  will  be required to adopt SAB 101 (as amended by SAB 101B),


                                       4




EITF  00-10 and EITF 00-14 no later than the fourth quarter of fiscal year 2001.
Management  is  still  evaluating  the  impact of this new guidance but does not
expect  the  Company's  adoption  to  have  a  material effect on its results of
operations.  Current estimates indicate that including freight costs in "Cost of
products  sold"  instead  of  netting  them  with sales (in accordance with EITF
00-10)  will  result  in  an  increase  in  reported  cost  of  products sold of
approximately 10% and an increase in reported net sales of approximately 7.5%.

NOTE  3  -  MERGER  TERMINATION  FEE

Agribrands  International,  Inc.  terminated  a merger agreement with Ralcorp on
December 1, 2000.   In accordance with the agreement, Ralcorp received a payment
of $5.0 as a termination fee,  which was recorded in the first quarter of fiscal
2001 net of related expenses.   The after-tax effect of this nonrecurring income
item  was  $2.6,  or  $.09  per  diluted  share.

NOTE  4  -  COMPREHENSIVE  INCOME


                                        Three Months Ended
                                           December  31,
                                        ------------------
                                          2000      1999
                                         ------    ------
                                             
Net  earnings                            $  8.7    $  7.6
Other  comprehensive  income  -
 Deferred  gain  on  cash  flow
  hedging  instruments                       .1         -
                                         ------    ------
Comprehensive  income                    $  8.8    $  7.6
                                         ======    ======



NOTE  5  -  RECEIVABLES,  NET  consisted  of  the  following:


                                       Dec.  31,  Sep.  30,
                                         2000       2000
                                       ---------  ---------
                                            
Receivables                            $  103.3   $  104.0
Allowance  for  doubtful  accounts         (1.6)      (1.6)
                                       ---------  ---------
                                       $  101.7   $  102.4
                                       =========  =========



NOTE  6  -  INTANGIBLE  ASSETS,  NET  consisted  of  the  following:


                                       Dec. 31,   Sep. 30,
                                         2000       2000
                                       ---------  ---------
                                            
Intangible  assets  at  cost           $  205.1   $  205.8
Accumulated  amortization                 (22.5)     (19.7)
                                       ---------  ---------
                                       $  182.6   $  186.1
                                       =========  =========






                                       5




NOTE  7  -  PROPERTY,  NET  consisted  of  the  following:


                                       Dec. 31,   Sep. 30,
                                         2000       2000
                                       ---------  ---------
                                            
Property  at  cost                     $  413.6   $  411.6
Accumulated  depreciation                (144.1)    (139.7)
                                       ---------  ---------
                                       $  269.5   $  271.9
                                       =========  =========



NOTE  8  -  RESTRUCTURING  CHARGES

Other  current  liabilities  include  restructuring  reserves  as  follows:


                                               Sep. 30,   Amount   Dec. 31,
                                                 2000    Utilized    2000
                                               --------  --------  --------
                                                          
Severance, benefits and outplacement expenses  $  2.1    $  (.8)   $  1.3
Asset  write-down                                  .6         -        .6
                                               -------   -------   -------
                                               $  2.7    $  (.8)   $  1.9
                                               =======   =======   =======



NOTE  9  -  LONG-TERM  DEBT  consisted  of  the  following:


                                      December 31, 2000    September 30, 2000
                                      ------------------   ------------------
                                       Balance    Rate      Balance    Rate
                                      ---------  -------   ---------  -------
                                                          
Credit  Agreement  A                  $  125.0    7.480%   $  125.0    7.375%
Credit  Agreement  B                      80.0    7.625%      100.0    7.625%
Uncommitted  credit  arrangements         23.6    7.333%       33.3    7.474%
Industrial Development Revenue Bond        5.6    4.860%        5.6    5.575%
Other                                       .4   Various         .5   Various
                                      ---------            ---------
                                      $  234.6             $  264.4
                                      =========            =========





















                                       6




NOTE  10  -  SEGMENT  INFORMATION

The  tables  below  present information about the Company's reportable segments:


                                        Three Months Ended
                                            December 31,
                                        -------------------
                                          2000       1999
                                        --------   --------
                                             
Net  Sales
  Cereals                               $  73.4    $  73.8
  Crackers  &  Cookies                     61.4       60.1
  Snack  Nuts  &  Candy                    58.0       54.6
  Dressings, Syrups, Jellies & Sauces      84.5       16.4
                                        --------   --------
    Total                               $ 277.3    $ 204.9
                                        ========   ========
Profit  Contribution
  Cereals,  Crackers  &  Cookies        $  16.2    $  16.2
  Snack  Nuts  &  Candy                     5.6        3.9
  Dressings, Syrups, Jellies & Sauces        .3         .6
                                        --------   --------
    Total segment profit contribution      22.1       20.7
  Interest  expense                        (4.6)      (1.1)
  Merger  termination  fee,  net  of
   related  expenses                        4.2          -
  Unallocated  corporate  expenses         (3.4)      (3.1)
                                        --------   --------
    Earnings  before  income  taxes
      and  equity  earnings             $  18.3    $  16.5
                                        ========   ========

                                        Dec. 31,   Sep. 30,
                                          2000       2000
                                        --------   --------
Total  Assets
  Cereals,  Crackers  &  Cookies        $ 335.4    $ 348.1
  Snack  Nuts  &  Candy                   126.3      132.0
  Dressings, Syrups, Jellies & Sauces     227.2      225.8
  Corporate                                92.1       98.8
                                        --------   --------
    Total                               $ 781.0    $ 804.7
                                        ========   ========



NOTE  11  -  SUBSEQUENT  EVENT

On  January  31,  2001,  the  Company completed the purchase of the wet products
portion  of  The Torbitt & Castleman Company, LLC, located in Buckner, Kentucky.
Acquired  product  lines  include private label syrups, Mexican sauces, jams and
jellies,  barbecue sauces,  flavored syrups and other specialty sauces and total
approximately  $80  in annual sales.   The acquired business will be operated as
part  of  the  Dressings,  Syrups,  Jellies  &  Sauces  segment.













                                       7




ITEM  2.     MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF FINANCIAL CONDITION AND
RESULTS  OF  OPERATIONS.

     The  following  discussion summarizes the significant factors affecting the
consolidated  operating  results,  financial  condition,  liquidity  and capital
resources  of  Ralcorp Holdings, Inc. (Company).  This discussion should be read
in  conjunction with the financial statements under Item 1, especially Note 10 -
Segment  Information.

                                RESULTS OF OPERATIONS

CEREALS,  CRACKERS  &  COOKIES

     First quarter net sales for the Cereals, Crackers & Cookies segment were up
$.9  million  from  last  year,  with  the  Bremner  cracker and cookie division
reporting  a $1.3 million increase and the Ralston Foods cereal division showing
a  $.4  million  decline.

     Bremner  benefited  from  incremental  revenue from Cascade Cookie Company,
acquired on January 28, 2000.  This increase was partially offset by lower sales
in  the  pre-existing cracker and cookie businesses.  Cracker volumes declined 4
percent  from a year ago, reversing a portion of the 8 percent increase recorded
for  the  quarter  ended  December  31,  1999,  when  a  number of large cracker
customers  requested  additional  shipments  in  light  of Y2K concerns.  Cookie
volumes  declined  9.5  percent  due  to  the  timing  of  shipments  under
comanufacturing  agreements  and  less promotional activity, partially offset by
sales  to  new  customers.

     Ralston  Foods reported lower net sales principally due to the December 31,
1999 termination of a ready-to-eat (RTE) cereal comanufacturing agreement.  This
loss  of business was partially offset by new comanufacturing agreements in both
RTE  and  hot  cereals.  In addition, Ralston Foods' base store brand RTE cereal
volume  increased more than 4 percent from last year's first quarter, despite an
industry  decline  in  the  overall  RTE  cereal  category,  due  to  increased
distribution  with  existing  customers.  Net sales of private label hot cereals
increased  3  percent  from  the prior year as a favorable product mix more than
offset  a  3  percent  decline  in  volume.

     Profit  contribution  for  the  Cereals,  Crackers  &  Cookies  segment was
unchanged  from  the  prior  year's  first quarter as an increase at Bremner was
offset by a decrease at Ralston Foods.  The improvement at Bremner was again due
to  incremental  profit  from  Cascade,  net  of  a reduction in profit from the
pre-existing  businesses.  Those  profits  were hurt not only by the lower sales
level  but  also  by  higher energy and packaging costs.  These negative effects
were  significantly  offset  by  lower  ingredient  prices,  improved yields and
increased productivity.  Profits at Ralston Foods declined primarily as a result
of  the  aforementioned  reduction in comanufacturing business as well as higher
energy  and  packaging  costs.

SNACK  NUTS  &  CANDY

     First  quarter  net sales for the Snack Nuts & Candy segment, also known as
Nutcracker,  increased 6 percent, reflecting incremental candy business from the
Linette  acquisition,  partially  offset by slightly lower snack nut volumes and
net  sales.  Linette,  a  chocolate  candy  manufacturer, was acquired on May 1,
2000.  The  decrease in snack nut sales was primarily due to product mix and the
timing  of  shipments  to  a  large  customer.

     First  quarter  segment profit contribution increased $1.7 million from the
corresponding  period  last  year.  This  improvement  was  due  not only to the
addition  of  Linette,  but also to more favorable raw material costs, primarily
cashews, in the pre-existing snack nut businesses.  Last year, cashew costs were
inflated  because  of  a  worldwide  shortage.  In  addition,  segment  profit
contribution  was  helped  by  the  closure of the Fitzgerald, GA plant in April
2000.  Savings  from  the  plant  closure  are  estimated at $.8 million to $1.0
million  on  an  annual  basis,  of  which  $.2  million  is  noncash  savings.




                                       8




DRESSINGS,  SYRUPS,  JELLIES  &  SAUCES

     The  Company's  Dressings,  Syrups, Jellies & Sauces segment, also known as
Carriage  House, comprises the operations of Martin Gillet & Co., Inc., acquired
in 1999, and The Red Wing Company, Inc., acquired on July 14, 2000.  The closing
of  the  Baltimore  facility and the moving of production and equipment to other
facilities  were completed in January 2001.  The Company recorded a $2.5 million
pre-tax  restructuring  charge  related  to  this  move in the fourth quarter of
fiscal  2000.

     The  segment's  net sales for the quarter ended December 31, 2000 reflect a
significant increase from last year's first quarter due to the timing of the Red
Wing  acquisition, but are much lower than pro forma net sales of $106.2 million
for  the three months ended December 31, 1999.  This sales decline is the result
of  reduced  volume  to  retail accounts, a significant decline in syrup volumes
under  a  comanufacturing agreement, and lower sales of industrial tomato paste.
Profits  were  hurt  by  the  lower  sales  level  as  well  as  manufacturing
inefficiencies  related  to  the  relocation  of  equipment  from  the Baltimore
facility.

CONSOLIDATED

     NET  SALES   Net  sales  grew  from  $204.9 million in the first quarter of
fiscal  2000  to  $277.3  million  in  the first quarter of fiscal 2001.  The 35
percent  increase  was  due  primarily  to  business acquisitions.  Refer to the
segment  discussions  above  for  specific  factors  affecting  these historical
results.

     OPERATING  EXPENSES   The  following  table  shows  operating expenses as a
percentage  of  net  sales.


                                             Three Months Ended
                                                December 31,
                                             -------------------
                                                2000     1999
                                               ------   ------
                                                  
Net Sales                                      100.0%   100.0%
Cost of products sold                           78.0%    75.9%
Selling, general and administrative (SG&A)      12.3%    12.5%
Advertising and promotion (A&P)                  3.0%     3.0%
                                               ------   ------
Earnings before Interest, Termination Fee,
   Income Taxes and Equity Earnings              6.7%     8.6%
                                               ======   ======


The  acquisition  of  Red  Wing in July 2000 significantly changed the Company's
business  mix.  Consequently,  the cost of products sold percentage has changed,
reflecting  the  lower  gross  margin of the Dressings, Syrups, Jellies & Sauces
business.  Refer  to  the  segment discussions above for other factors affecting
operating  expenses.

     INTEREST  EXPENSE, NET   Interest expense increased to $4.6 million for the
three  months  ended  December  31,  2000, compared to $1.1 million in the first
quarter  of  the  prior year, primarily due to higher debt levels resulting from
the  Cascade,  Linette  and  Red  Wing  acquisitions.  However, debt levels were
reduced  by  almost  $30  million from September 30 to December 31, 2000.  Since
nearly  all  of the Company's debt incurs interest at floating rates, changes in
short-term interest rates impact interest expense.  On a weighted-average basis,
interest  rates  on  the  Company's debt increased compared to last year's first
quarter, but are expected to reflect the recent rate cuts in the coming quarter.







                                       9




     MERGER  TERMINATION FEE  Agribrands International, Inc. terminated a merger
agreement  with  Ralcorp on December 1, 2000.  In accordance with the agreement,
Ralcorp  received  a  payment  of  $5.0  million as a termination fee, which was
recorded  in  the  first  quarter  of  fiscal 2001 net of related expenses.  The
after-tax  effect of this nonrecurring income item was $2.6, or $.09 per diluted
share.

     INCOME  TAXES   Income tax provisions generally reflect statutory tax rates
for  each  of  the  fiscal  years.  The  effective  rate  was affected by recent
acquisitions,  whose  higher  state  tax  rates  and  nondeductible  goodwill
amortization  increased  the  Company's  overall  tax  rate.

     EQUITY  IN  EARNINGS  OF  VAIL RESORTS, INC.   Ralcorp continues to hold an
approximate  21.6  percent equity ownership interest in Vail Resorts, Inc.  Vail
Resorts operates on a fiscal year ending July 31; therefore, Ralcorp reports its
portion  of  Vail  Resorts'  operating  results  on  a two-month time lag.  Vail
Resorts' operations are highly seasonal, typically yielding more than the entire
year's  equity income during the Company's second and third fiscal quarter.  For
the  first  quarter  ended  December  31,  2000,  this  investment resulted in a
non-cash  pre-tax loss of $4.1 million ($2.7 million after taxes), compared to a
$4.4  million  loss  ($2.9  million  after taxes) for last year's first quarter.

                           LIQUIDITY AND CAPITAL RESOURCES

     The  Company's  businesses have historically focused on generating positive
cash  flows  through  operations.  Management  believes  that  the  Company will
continue  to  generate  operating  cash  flows through its mix of businesses and
expects that short-term and long-term liquidity requirements will be met through
a  combination  of  operating  cash  flows and strategic use of borrowings under
committed  and  uncommitted  credit  arrangements.  Capital  resources  remained
strong  at  December 31, 2000 with a net worth of $359.1 million and a long-term
debt  to  total  capital ratio of 39.5 percent, improving upon the corresponding
figures  for  September  30,  2000  of  $350.3  million  and  43  percent.

     Cash  flows  from  operations  increased  from  $19.0 million for the three
months  ended  December 31, 1999 to $34.3 million for the quarter ended December
31,  2000.  This  increase is primarily due to a $14 million decrease in working
capital  during  this  year's first quarter compared to a $2 million increase in
working  capital  during  last year's first quarter.  Working capital, excluding
cash  and  cash equivalents, was $130.8 million at December 31, 2000 compared to
$144.8  million  at  September  30,  2000.  Much of this decrease was due to the
timing  of  a  normal  seasonal  inventory  build  up  during  the quarter ended
September  30  at  Red Wing's tomato paste production facility, acquired in July
2000.  In addition, the Snack Nuts & Candy segment built additional inventory in
September  2000  in  anticipation  of increased holiday sales during this year's
first  quarter,  returning  to  normal  levels  by  December  31,  2000.

     Cash  flows  from  operations for the first quarter of fiscal 2001 includes
the  $5  million  merger  termination  fee  received  from  Agribrands.

     Cash  flows  related to business acquisitions resulted in a $.6 million net
inflow  during  the  first quarter of fiscal 2001 and a $37.7 net outflow during
the  first quarter last year.  Last year's outflow related to the acquisition of
Ripon  Foods, Inc. on October 4, 1999.  This year's inflow was due to a purchase
price  adjustment  related  to the acquisition of  Red Wing, net of some related
acquisition  costs.

     Capital  expenditures  were  $5.2  million and $6.4 million in the quarters
ended  December  31,  2000  and  1999,  respectively.  Despite  the  low capital
spending  level  in  the first quarter, capital expenditures for fiscal 2001 are
expected  to  total  approximately  $30  million.








                                       10




     During  the  quarter  ended December 31, 1999, long-term debt increased $27
million  as  a result of borrowings to help fund the acquisition of Ripon Foods.
During the quarter ended December 31, 2000, the Company made no new acquisitions
and was able to reduce its debt by nearly $30 million as a result of substantial
operating  cash  flows.

                                       OUTLOOK

CEREALS,  CRACKERS  &  COOKIES

     The  level  of  competition in the cereal category continues to be intense.
Competition  comes  from branded box cereal manufacturers, branded bagged cereal
producers and other private label cereal providers.  For the last several years,
the  overall  category  has  not  recorded any meaningful growth, which has only
added  to  the  competitive  nature.  When  the  competition  focuses  on
price/promotion,  the  environment  for  private  label  producers  becomes more
challenging.  Ralston  Foods  must  maintain  an effective price gap between its
quality  private  label  cereal  products and those of branded cereal producers,
thereby  providing  the  best  value  alternative  for  the consumer.  Increased
distribution,  including  new  co-manufacturing  opportunities,  new  product
emulations  and  aggressive  cost  containment  remain  important  goals  of the
organization.

     The Company's cracker and cookie operation, Bremner, also conducts business
in  a  highly  competitive  category.  Major  branded  competitors  continue  to
aggressively  market  and  promote  their  offerings  and many smaller, regional
participants  provide additional competitive pressures.  During fiscal 2000, two
large  branded  competitors announced that they had been acquired by even larger
organizations,  which may add to the competitive environment.  Bremner's ability
to  successfully  respond  to changing market conditions and to realize improved
operating efficiencies from recent acquisitions will be important to its results
of operations.  In addition, Bremner will continue to focus on cost containment,
new  products  and  volume  growth  of  existing  products  in  order to improve
operating  results.

SNACK  NUTS  &  CANDY

     The  outlook  for  the Snack Nuts & Candy segment remains favorable, as the
snack  nut category leader continues to drive growth in this snack food segment.
Cashew  costs  are  trending  down  from  significant  highs and the Company has
completed  its  consolidation  of three snack nut operations down to two plants,
which  should  improve  the  segment's profitability.  The addition of chocolate
candy  capability  through the acquisition of Linette has increased the scope of
products  offered  by  the  segment.  From an operation perspective, the segment
will  continue to focus on fully leveraging the combined strengths of all of its
operations,  growing  its  customer  base  and  maintaining  the  quality of its
products.

DRESSINGS,  SYRUPS,  JELLIES  &  SAUCES

     The  Dressings,  Syrups,  Jellies  &  Sauces  segment  is  undergoing major
operational  changes  in  the  beginning  of  fiscal  2001.

     The  consolidation of its Baltimore operation into the Dunkirk facility was
completed  in January 2001.  On January 23, 2001, the Company announced that its
plant in San Jose, CA would be closed, transferring production to other Carriage
House  facilities,  by  June  2001.  The  associated costs will be recorded as a
liability assumed in the purchase of Red Wing; accordingly, Ralcorp expects that
these  costs  will  have  no  significant impact on the reported earnings of the
Company.  The  closure  of  the  Baltimore  and  San Jose plants are part of the
ongoing  effort  to  rationalize  the  segment's production capacity and improve
operating  efficiencies.  The  Company expects that these cost reduction efforts
will  improve  the profit contribution of Carriage House beginning in the second
half  of  the  year,  with  estimated  annual  cost  savings of $5 million to $6
million,  of  which  $.8  million  is  noncash  savings.




                                       11




     On January 31, 2001, the Company completed the purchase of the wet products
portion of The Torbitt & Castleman Company, LLC.  Acquired product lines include
private  label  syrups,  Mexican  sauces,  jams  and  jellies,  barbecue sauces,
flavored  syrups  and other specialty sauces and total approximately $80 million
in  annual  sales.  The  acquired business will be operated as part of Ralcorp's
Carriage  House  division.

     Carriage  House plans to improve performance by increasing sales to new and
existing  customers  by  expanding product offerings and further integrating the
sales  efforts  of  the  former  Martin Gillet, Red Wing and Torbitt & Castleman
businesses.  Cost  containment  and the capturing of additional synergies of the
three  organizations  will  also  be  critical  objectives.

OVERALL

     The  Company's  management  believes  that the opportunities in the private
label and value brand areas are favorable for long-term growth.  The Company has
taken  significant  steps  to reshape the Company and lessen its reliance on any
one  business segment and to achieve sufficient scale in the categories in which
it operates.  Management expects to continue to improve its business mix through
volume  and  profit  growth  of  existing  businesses,  as  well  as through key
acquisitions  or  alliances.  Management  will  continue  to  explore  those
acquisition  opportunities  that strategically fit with the Company's intentions
of  being  the  premier  provider  of  private  label,  or  value-oriented, food
products.

                  CAUTIONARY STATEMENT ON FORWARD-LOOKING STATEMENTS

     Forward-looking  statements,  within  the  meaning  of  Section  21E of the
Securities  Exchange  Act  of  1934,  are  made  throughout  this Report.  These
forward-looking  statements  are  sometimes identified by their use of terms and
phrases  such  as  "believes,"  "should,"  "expects,"  "anticipates," "intends,"
"plans,"  "will" or similar expressions elsewhere in this Report.  The Company's
results  of  operations and financial condition may differ materially from those
in  the  forward-looking  statements.  Such statements are based on management's
current  views  and  assumptions, and involve risks and uncertainties that could
affect expected results.  For example, any of the following factors cumulatively
or  individually  may  impact  expected  results:

(i)  If  the  Company  is  unable to maintain a meaningful price gap between its
private label products and the branded products of its competitors, successfully
introduce  new  products  or  successfully  manage costs across all parts of the
Company,  the  Company's  private label businesses could incur operating losses;

(ii)  Consolidation  among  members  of  the grocery trade may lead to increased
wholesale price pressure from larger grocery trade customers and could result in
the  loss  of  key  accounts  if the surviving entities are not customers of the
Company;

(iii)  Significant  increases in the cost of certain raw materials (e.g., wheat,
soybean oil, various nuts) or energy used to manufacture the Company's products,
to  the  extent  not  reflected  in  the  price of the Company's products, could
adversely  impact  the  Company's  results;

(iv)  In light of its significant ownership in Vail Resorts, Inc., the Company's
non-cash  earnings  can  be  adversely  affected  by  Vail  Resorts' unfavorable
performance;

(v)  The  Company  is  currently generating profit from certain co-manufacturing
contract  arrangements  with  other  manufacturers  within  its  competitive
categories.  The termination or expiration of these contracts, and the inability
of  the  Company  to  replace this level of business could negatively affect the
Company's  operating  results;





                                       12




(vi)  The  Company's  businesses  compete  in  mature  segments with competitors
having  large  percentages  of  segment  sales;

(vii)  The  Company  has  realized  increases  to sales and earnings through the
acquisitions  of  businesses,  but  the ability to undertake future acquisitions
depends  on  many factors that the Company does not control, such as identifying
acquisition candidates and negotiating satisfactory terms upon which to purchase
such  candidates;  and

(viii)  Several  of  the  Company's key competitors have been or are being sold.
Such  changes  in  ownership  could  lead  to the competitors adopting different
marketing  and  sales  strategies  that  could  negatively  impact  the Company.

                         RECENTLY ISSUED ACCOUNTING STANDARDS

     See  Note 2 in Item 1 for a discussion regarding recently issued accounting
standards,  including  FAS  133,  SAB  101,  and  EITF  00-10  and  00-14.

ITEM  3.     QUANTITATIVE  AND  QUALITATIVE  DISCLOSURES  ABOUT  MARKET  RISK.

     In  the  ordinary  course  of business, the Company is exposed to commodity
price  risks relating to the acquisition of raw materials.  The Company utilizes
derivative  financial  instruments,  including futures contracts and options, to
manage  certain  of  these  exposures when it is practical to do so.  Management
believes  there  have  been no material changes in the Company's commodity price
risk  during  the  three  months  ended  December  31,  2000.  For  additional
information,  refer to Item 7(A) of the Company's Annual Report on Form 10-K for
the  year  ended  September  30,  2000.

     As  a  result  of  its  debt,  essentially  all of which incurs interest at
floating  rates,  the Company is exposed to interest rate risk.  Refer to Note 9
in  Item  1  herein.

PART  II.  OTHER  INFORMATION

There  is  no  information  required to be reported under any items except those
indicated  below.

ITEM  6.  EXHIBITS  AND  REPORTS  ON  FORM  8-K.

(a)     Exhibits

27     Financial  Data  Schedule

(b)     Reports  on  Form  8-K

On January 23, 2001, the Registrant announced that its Carriage House Companies,
Inc.  plant  in  San  Jose,  California  would  be  closed.

On January 30, 2001, the Registrant announced its earnings for the first quarter
ended  December  31,  2001.

On  January  31, 2001, the Registrant announced completion of the acquisition of
the  wet  products  portion  of  the  Torbitt  &  Castleman  Company,  LLC.

                                   SIGNATURES

Pursuant  to  the  requirements  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.

                              RALCORP  HOLDINGS,  INC.



                              By:  /s/ T. G. Granneman
                                   -------------------
                                   T.  G.  Granneman
                                   Duly  Authorized  Signatory  and
February 14, 2001                  Chief  Accounting  Officer

                                       13




                                  EXHIBIT INDEX

Exhibit
Number              Description
------              -----------

  27     Financial  Data  Schedule