WASHINGTON, D.C. 20549

                                    FORM 10-Q

(Mark  One)



                       Commission file number:     1-12619

                             RALCORP HOLDINGS, INC.

                    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                May 14, 2001

                             RALCORP HOLDINGS, INC.


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                                        14


Item 4.  Submission of Matters to a Vote of Security Holders      14

Item 5.  Other Information                                        14

Item 6.  Exhibits and Reports on Form 8-K                         14


                          PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements

                             RALCORP HOLDINGS, INC.
        (Dollars in millions except per share data, shares in thousands)

                                         Three Months Ended     Six Months Ended
                                             March  31,            March  31,
                                         ------------------    ------------------
                                           2001      2000        2000      2000
                                         --------  --------    --------  --------
Net Sales                                $ 275.0   $ 173.2     $ 552.3   $ 378.1
                                         --------  --------    --------  --------
Costs and Expenses
  Cost of products sold                    216.9     130.9       433.1     286.4
  Selling, general and administrative       37.6      21.0        71.7      46.6
  Advertising and promotion                  7.9       6.0        16.2      12.2
  Interest expense, net                      4.2       1.3         8.8       2.4
  Merger termination fee, net of
    related expenses                           -         -        (4.2)        -
                                         --------  --------    --------  --------
      Total Costs and Expenses             266.6     159.2       525.6     347.6
                                         --------  --------    --------  --------
Earnings before Income Taxes
  and Equity Earnings                        8.4      14.0        26.7      30.5
Income Taxes                                 3.3       5.2        10.2      11.3
                                         --------  --------    --------  --------
Earnings before Equity Earnings              5.1       8.8        16.5      19.2
Equity in Earnings (Loss) of
  Vail Resorts, Inc. net of
  Related Deferred Income Taxes              2.6       1.8         (.1)     (1.0)
                                         --------  --------    --------  --------
Net Earnings                             $   7.7   $  10.6     $  16.4   $  18.2
                                         ========  ========    ========  ========

Basic Earnings per Share                 $   .26   $   .35     $   .55   $   .60
                                         ========  ========    ========  ========
Diluted Earnings per Share               $   .26   $   .34     $   .55   $   .59
                                         ========  ========    ========  ========

Weighted Average Shares for
 Basic Earnings per Share                 29,881    30,329      29,870    30,433
  Dilutive effect of:
    Stock options                            276       236         198       345
    Deferred compensation awards               -       213           -       204
                                         --------  --------    --------  --------
Weighted Average Shares for
 Diluted Earnings per Share               30,157    30,778      30,068    30,982
                                         ========  ========    ========  ========

See accompanying Notes to Condensed Consolidated Financial Statements.


                        RALCORP HOLDINGS, INC.
                        (Dollars in millions)

                                         March 31,   Sept. 30,
                                           2001        2000
                                         --------    --------
Current Assets
  Cash and cash equivalents              $   3.9     $   4.1
  Receivables, net                          94.6       102.4
   Raw materials and supplies               60.7        57.8
   Finished products                        82.6        92.3
  Prepaid expenses                           2.4         3.5
  Other current assets                       6.9         6.7
                                         --------    --------
    Total Current Assets                   251.1       266.8

Investment in Vail Resorts, Inc.            75.7        75.9
Intangible Assets, Net                     221.9       186.1
Property, Net                              279.3       271.9
Other Assets                                 6.9         4.0
                                         --------    --------
    Total Assets                         $ 834.9     $ 804.7
                                         ========    ========
Current Liabilities
  Accounts payable                       $  70.7     $  78.5
  Other current liabilities                 40.8        39.4
                                         --------    --------
    Total Current Liabilities              111.5       117.9

Long-term Debt                             282.3       264.4
Deferred Income Taxes                       36.9        36.6
Other Liabilities                           36.9        35.5
Commitments and Contingencies                  -           -
                                         --------    --------
    Total Liabilities                      467.6       454.4
                                         --------    --------
Shareholders' Equity
  Common stock                                .3          .3
  Capital in excess of par value           109.9       110.0
  Retained earnings                        309.1       292.7
  Common stock in treasury, at cost        (51.9)      (52.7)
  Accumulated other comprehensive income     (.1)          0
                                         --------    --------
    Total Shareholders' Equity             367.3       350.3
                                         --------    --------
    Total Liabilities and
     Shareholders' Equity                $ 834.9     $ 804.7
                                         ========    ========

See accompanying Notes to Condensed Consolidated Financial Statements.


                           RALCORP HOLDINGS, INC.
                           (Dollars in millions)

                                                           Six Months Ended
                                                               March 31,
                                                           2001       2000
                                                         --------   --------
Cash Flows from Operations
  Net earnings                                           $  16.4    $  18.2
  Non-cash items included in net earnings                   20.6       18.2
  Changes in current assets and liabilities,
   net of effects of acquisitions                           12.8      (12.9)
  Other, net                                                (1.5)       (.2)
                                                         --------   --------
    Net cash provided by operations                         48.3       23.3
                                                         --------   --------

Cash Flows from Investing Activities
  Business acquisitions, net of cash acquired              (55.6)     (59.7)
  Additions to property and intangible assets              (11.4)     (12.2)
  Proceeds from sale of property                              .5         .1
                                                         --------   --------
    Net cash used by investing activities                  (66.5)     (71.8)
                                                         --------   --------

Cash Flows from Financing Activities
  Net borrowings under credit arrangements                  17.3       58.7
  Purchase of treasury stock                                   -      (10.2)
  Proceeds from the exercise of stock options                 .7         .4
                                                         --------   --------
    Net cash provided by financing activities               18.0       48.9
                                                         --------   --------

Net (Decrease) Increase in Cash and Cash Equivalents         (.2)        .4
Cash and Cash Equivalents, Beginning of Period               4.1        1.9
                                                         --------   --------

Cash and Cash Equivalents, End of Period                 $   3.9    $   2.3
                                                         ========   ========

See accompanying Notes to Condensed Consolidated Financial Statements.


                             RALCORP HOLDINGS, INC.
                               MARCH 31, 2001
                            (Dollars in millions)


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,


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 and six months ended March 31, 2001,
hedging  activities  were  immaterial,  consisting  only  of cash flow hedges of
ingredient  purchases.  See  Note  5  for  the  related  effect on comprehensive

The  Company  adopted Emerging Issues Task Force (EITF) issue 00-22, "Accounting
for  'Points'  and  Certain  Other  Time-Based  or  Volume-Based Sales Incentive
Offers, and Offers for Free Products or Services to Be Delivered in the Future,"
for  the  quarter  ending  March  31,  2001.  The  adoption had no impact on the
Company's  results  and  is  not  expected  to  have a material effect in future


In the fourth quarter of fiscal year 2001, Ralcorp will be required to adopt SAB
101  and  EITF  00-10.  SAB  101  (SEC  Staff  Accounting Bulletin 101, "Revenue
Recognition  in  Financial  Statements")  provides  guidance  on  recognition,
presentation  and  disclosure  of  revenue  in  financial  statements and is not
expected  to  have  a  material  effect  on  the Company's revenue or results of
operations.  EITF  00-10, "Accounting for Shipping and Handling Fees and Costs,"
states  that  amounts  billed  for  shipping  and handling should be included in
revenue  and  amounts  incurred  for  shipping and handling should not be netted
against revenue.  Management is still evaluating the impact of this new guidance
but current estimates indicate that including freight costs in "Cost of products
sold"  instead of netting them with sales will result in an increase in reported
cost  of  products  sold of between 7.5% and 10% and an increase in reported net
sales  of  between  5.5%  and  7.5%.  There  will  be  no  affect  on  earnings.

The  EITF  has  also reached a consensus on issue 00-14, "Accounting for Certain
Sales  Incentives,"  and issue 00-25, "Accounting for Consideration for a Vendor
to  a  Retailer  in  Connection  with  the Purchase or Promotion of the Vendor's
Products."  These  issues  address  the  classification  of these incentives and
payments in the statement of earnings and will not affect results of operations.
Management  is  still  evaluating  the  extent  of  necessary reclassifications.
Ralcorp  is  required  to adopt these new rules no later than its second quarter
ending March 31, 2002, but management plans to adopt them as of October 1, 2001.


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 are
part  of  the  Dressings, Syrups, Jellies & Sauces segment.  The acquisition was
accounted  for  using  the purchase method of accounting, whereby the results of
operations  are included in the consolidated statement of earnings from the date
of  acquisition.  The  purchase  price,  including costs of acquisition, totaled
$55.6  and  has been allocated to acquired assets and liabilities based on their
estimated  fair  values  at  the  date  of  acquisition,  and  the  excess  of
approximately $40 has been allocated to goodwill.  This allocation is subject to
adjustment  when  additional  analysis  concerning asset and liability values is
finalized,  but  generally no later than one year after the date of acquisition.
Management  does  not expect the final allocations to differ materially from the
preliminary  allocation  amounts  included  herein.  Goodwill  relating  to  the
acquisition  is  being  amortized  on  a  straight-line  basis  over  25  years.


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.


                                      Three Months Ended     Six Months Ended
                                           March 31,             March 31,
                                      ------------------    ------------------
                                        2001      2000        2001      2000
                                      --------  --------    --------  --------
Net Earnings                          $   7.7   $  10.6     $  16.4   $  18.2
Other Comprehensive Income -
 Deferred loss on cash flow
  hedging instruments                     (.2)        -         (.1)        -
                                      --------  --------    --------  --------
Comprehensive Income                  $   7.5   $  10.6     $  16.3   $  18.2
                                      ========  ========    ========  ========


NOTE  6  -  RECEIVABLES,  NET  consisted  of  the  following:

                                      Mar. 31,   Sep. 30,
                                        2001       2000
                                      --------   --------
Receivables                           $  96.6    $ 104.0
Allowance for doubtful accounts          (2.0)      (1.6)
                                      --------   --------
                                      $  94.6    $ 102.4
                                      ========   ========

NOTE  7 -  INTANGIBLE  ASSETS,  NET  consisted  of  the  following:

                                      Mar. 31,   Sep. 30,
                                        2001       2000
                                      --------   --------
Goodwill                              $ 224.6    $ 184.5
Other intangible assets                  22.9       21.3
Accumulated amortization                (25.6)     (19.7)
                                      --------   --------
                                      $ 221.9    $ 186.1
                                      ========   ========

NOTE  8  -  PROPERTY,  NET  consisted  of  the  following:

                                      Mar. 31,   Sep. 30,
                                        2001       2000
                                      --------   --------
Property                              $ 430.5    $ 411.6
Accumulated depreciation               (151.2)    (139.7)
                                      --------   --------
                                      $ 279.3    $ 271.9
                                      ========   ========


Other  current  liabilities  include  restructuring  reserves  as  follows:

                                      Sep.30,     Amount     Mar. 31,
                                       2000      Utilized      2001
                                     --------    --------    --------
Severance, benefits and
  outplacement expenses               $  2.1      $ (1.6)     $   .5
Asset write-down                          .6           -          .6
                                     --------    --------    --------
                                      $  2.7      $ (1.6)     $  1.1
                                     ========    ========    ========


NOTE  10  -  LONG-TERM  DEBT  consisted  of  the  following:

                                        March 31, 2001      September 30. 2000
                                      ------------------    ------------------
                                       Balance    Rate       Balance    Rate
                                      ---------  -------    ---------  -------
Credit Agreement A                     $ 110.0    5.977%     $ 125.0    7.375%
Credit Agreement B                       130.0    6.168%       100.0    7.625%
Uncommitted credit arrangements           35.9    6.195%        33.3    7.474%
Industrial Development Revenue Bond        5.6    3.550%         5.6    5.575%
Other                                       .8   Various          .5   Various
                                      ---------             ---------
                                       $ 282.3               $ 264.4
                                      =========             =========

On  April  10,  2001,  Credit  Agreement  B  was converted into a $200 term loan
maturing  January 10, 2002.  This loan bears interest at the Company's choice of
either  (1)  LIBOR  plus the applicable margin rate (currently 1.25%) or (2) the
maximum  of the federal funds rate plus 0.50% or the prime rate.  Generally, the
rate  on this debt is adjusted monthly.  The loan is unsecured and the agreement
contains certain representations, warranties, covenants and conditions customary
to  loans  of  this  nature.

Although  portions  of  the  Company's  debt  mature less than one year from the
balance  sheet  date,  they  were  classified as long-term based on management's
intent  and  ability  to  refinance  them  on  a  long-term  basis.


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

                                      Three Months Ended     Six Months Ended
                                           March 31,             March 31,
                                      ------------------    ------------------
                                        2001      2000        2001      2000
                                      --------  --------    --------  --------
Net Sales
  Cereals                             $  74.6   $  70.0     $ 148.0   $ 143.8
  Crackers & Cookies                     59.2      56.2       120.6     116.3
  Snack Nuts & Candy                     35.2      31.4        93.2      86.0
  Dressings, Syrups, Jellies & Sauces   106.0      15.6       190.5      32.0
                                      --------  --------    --------  --------
  Total                               $ 275.0   $ 173.2     $ 552.3   $ 378.1
                                      ========  ========    ========  ========

Profit Contribution
  Cereals, Crackers & Cookies         $  14.1   $  14.3     $  30.3   $  30.5
  Snack Nuts & Candy                      2.3        .6         7.9       4.5
  Dressings, Syrups, Jellies & Sauces      .2        .3          .5        .9
                                      --------  --------    --------  --------
    Total segment profit contribution    16.6      15.2        38.7      35.9
  Interest expense, net                  (4.2)     (1.3)       (8.8)     (2.4)
  Merger termination fee, net of
    related expenses                        -         -         4.2         -
  Unallocated corporate expenses         (4.0)       .1        (7.4)     (3.0)
                                      --------  --------    --------  --------
  Earnings before income taxes
    and equity earnings               $   8.4   $  14.0     $  26.7   $  30.5
                                      ========  ========    ========  ========


                                      Mar. 31,   Sep. 30,
                                        2001       2000
                                      --------   --------
Total Assets
  Cereals, Crackers & Cookies         $ 329.2    $ 348.1
  Snack Nuts & Candy                    114.8      132.0
  Dressings, Syrups, Jellies & Sauces   287.5      225.8
  Corporate                             103.4       98.8
                                      --------   --------
  Total                               $ 834.9    $ 804.7
                                      ========   ========

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 11 -
Segment  Information.

                                RESULTS OF OPERATIONS


     Second  quarter  net sales for the Cereals, Crackers & Cookies segment were
up  $7.6  million from last year, with the Ralston Foods cereal division and the
Bremner cracker and cookie division reporting increases of $4.6 million and $3.0
million,  respectively.  Through  six  months,  the segment's sales were up $8.5
million,  as Ralston Foods and Bremner contributed increases of $4.2 million and
$4.3  million,  respectively.

     Most  of  the  improvements  at  Ralston Foods were the result of increased
distribution  with  several  key  large  customers  and  sales  of new products.
Ralston  Foods' base store brand ready-to-eat (RTE) cereal volume increased more
than 7 percent from last year's first six months, despite an industry decline in
the  overall  RTE  cereal category.  Average RTE prices declined slightly due to
competitive  pricing  pressures  and an unfavorable product mix.  Ralston Foods'
hot  cereal  sales were down for the second quarter as a result of a 3.6 percent
volume  decline  and  an  unfavorable  product  mix.  For  the six month period,
however,  net  sales of hot cereals were relatively flat as a volume decrease of
3.7 percent was substantially offset by the favorable product mix experienced in
the  first  fiscal quarter of this year.  Finally, new co-manufacturing business
in  both  RTE  and hot cereals partially offset effects of the December 31, 1999
termination  of  a  large  RTE  cereal  co-manufacturing  agreement.

     Bremner  benefited  from  incremental  revenue from Cascade Cookie Company,
acquired  on  January  28,  2000.  This increase was partially offset during the
six-month  period  by  lower first quarter sales in the pre-existing cracker and
cookie  businesses.  Cracker  volumes  were  flat  for  the  second  quarter but
declined  2.5  percent  for  the six months.   Excluding Cascade, cookie volumes
were  up 15.7 percent for the second quarter and 2.4 percent for the first half.
The  improved  second quarter cookie volumes were achieved primarily through new
customer  sales.

     Despite  the improved net sales, profit for the Cereals, Crackers & Cookies
segment  was  nearly unchanged from a year ago.   Profit was hurt by competitive
pricing  pressures  and  significantly  higher  energy  and packaging costs.  In
addition,  while  the  cereal  division  was  able  to gain new co-manufacturing
business, it was at a lower margin.  These negative effects were offset by lower
ingredient  costs and improved production efficiencies due to increased volumes.



     Second  quarter  and six-month net sales for the Snack Nuts & Candy segment
(also  known  as  Nutcracker)  increased 12 percent and 8 percent, respectively,
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 decreased retail promotional activity
during  the  period.

     Second quarter and six-month segment profit increased $1.7 million and $3.4
million,  respectively,  from  the  corresponding  periods  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


     The  Company's  Dressings,  Syrups, Jellies & Sauces segment (also known as
Carriage  House) comprises the operations of Martin Gillet & Co., Inc., acquired
in  1999,  The  Red  Wing  Company,  Inc., acquired on July 14, 2000 and the wet
products  portion of The Torbitt & Castleman Company, LLC (Torbitt), acquired on
January  31,  2001.  As previously disclosed, the Company has undertaken a major
cost  reduction effort within Carriage House, including two plant closures.  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  and additional relocation charges totaling $1.4 million before
taxes during fiscal 2001.  The second plant closure, in San Jose, CA, will occur
later  this fiscal year, and all related production will be transferred to other
Carriage  House facilities.  Most of the associated costs will be recorded as an
adjustment  to the fair value of property acquired or a liability assumed during
the  purchase  of  Red  Wing; accordingly, Ralcorp expects that these costs will
have  no  significant  impact  on  the  reported  earnings  of  the  Company.

     The segment's net sales for the quarter and six months ended March 31, 2001
reflect  significant  increases  from the corresponding periods last year due to
the  timing of the Red Wing and Torbitt acquisitions.  In a comparison of actual
fiscal  2001  period  results to pro forma fiscal 2000 period results (including
actual  Red  Wing  results  and  actual Torbitt results for February and March),
sales  volumes  for  the second quarter were up 8 percent, while six-month sales
volumes  were down 5 percent due to weak first quarter sales.  Corresponding net
sales  dollars,  which  have  been  negatively  affected  by competitive pricing
pressures  and product mix, were up 4 percent for the quarter and down 8 percent
through  six months.  Although the segment benefited from savings of $.5 million
from  the closure of the Baltimore plant, profits were hurt by the lower selling
prices  and  higher manufacturing costs, particularly energy costs.  In spite of
the  difficult  operating  environment  of  the  segment,  Torbitt  proved to be
accretive  to  the Company's results of operations during its first 60 days as a
part  of  the  Ralcorp  family.


     NET  SALES   Net  sales  grew  from $173.2 million in the second quarter of
fiscal  2000  to  $275.0  million  in the second quarter of fiscal 2001.  The 59
percent  increase  was  due  primarily  to  business acquisitions.  Refer to the
segment  discussions  above  for  specific  factors  affecting  these historical


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

                                      Three Months Ended     Six Months Ended
                                           March 31,             March 31,
                                      ------------------    ------------------
                                        2001      2000        2001      2000
                                      --------  --------    --------  --------
Net Sales                              100.0%    100.0%      100.0%    100.0%
Cost of Products Sold                   78.9%     75.6%       78.4%     75.7%
Selling, General and
  Administrative (SG&A)                 13.7%     12.1%       13.0%     12.3%
Advertising and Promotion (A&P)          2.9%      3.5%        2.9%      3.2%
                                      --------  --------    --------  --------
Earnings before Interest, Termination
  Fee, Income Taxes & Equity Earnings    4.5%      8.8%        5.7%      8.8%
                                      ========  ========    ========  ========

     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.  In addition, competitive pricing pressures resulted in reduced
margins  in  some  of the Company's other businesses compared to the prior year.

     SG&A  percentages  were  affected  by relocation charges and mark-to-market
adjustments on deferred compensation.  Relocation charges related to the closure
of  the  Baltimore  facility  and  the  moving of production to other facilities
totaled  $.4 million and $1.0 million in the first and second quarters of fiscal
2001, respectively.  Changes in Ralcorp's stock price resulted in mark-to-market
adjustments  to  the Company's deferred compensation liability, yielding pre-tax
expense  of  $.4  million  and $1.4 million for the quarter and six months ended
March  31,  2001,  respectively,  compared to pre-tax income of $1.7 million and
$1.0  million  for  the  corresponding  periods  last  year.

     The  decrease  in the A&P percentage reflects a trend away from promotional
allowance  programs  toward  pricing  adjustments,  as well as the change in the
Company's  mix  of  businesses.

     Refer  to  the  segment  discussions  above  for  other  factors  affecting
operating  expenses.

     INTEREST  EXPENSE, NET   Interest expense increased to $4.2 million for the
three  months  ended  March  31,  2001,  compared  to $1.3 million in the second
quarter  of  the  prior year, primarily due to higher debt levels resulting from
the  Linette,  Red  Wing  and  Torbitt  acquisitions.  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 were slightly higher than in last year's second quarter and
first  half,  but are expected to trend downward in the second half of the year.

     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 $.8 million of related
expenses.  The  after-tax  effect  of this $4.2 million 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 quarters. For
the  second  quarter  ended March 31, 2001, this investment resulted in non-cash
pre-tax  earnings  of  $4.0 million ($2.6 million after taxes), compared to $2.8
million  ($1.8 million after taxes) for last year's second quarter.  Through six
months,  the equity loss, net of taxes, was $.1 and $1.0 million for fiscal 2001
and  2000,  respectively.

                           LIQUIDITY AND CAPITAL RESOURCES

     The  Company's  businesses have historically focused on generating positive
cash flows through operations.  Management believes the Company will continue to
generate positive 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 March 31, 2001 with a net worth of $367.3 million and a long-term debt
to  total  capital  ratio of 43.5 percent, compared to corresponding figures for
September  30,  2000  of  $350.3  million  and  43  percent.

     Cash flows from operations more than doubled from $23.3 million for the six
months  ended March 31, 2000 to $48.3 million for the first half of fiscal 2001.
This  increase  is  primarily  due  to a $13 million decrease in working capital
during  this  year's  first  six  months  compared  to a $13 million increase in
working  capital  during  last  year's  first  half,  excluding  the  effects of
acquisitions  during  those  periods.  Working  capital, excluding cash and cash
equivalents,  was $135.7 million at March 31, 2001 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.  Cash
flows  from operations for the first half of fiscal 2001 includes the $5 million
merger  termination  fee  received  from  Agribrands  in  the  first  quarter.

     Cash flows related to business acquisitions resulted in a $55.6 million net
outflow  during  the  first  six  months  of fiscal 2001 and a $59.7 net outflow
during  the  first  half  of  last  year.  Last  year's  outflow  related to the
acquisition  of  Ripon Foods, Inc. on October 4, 1999 and Cascade Cookie Company
on  January 28, 2000.  This year's net outflow was primarily due to the purchase
of  Torbitt  on  January  31,  2001.

     Capital expenditures were $11.4 million and $12.2 million in the six months
ended  March  31, 2001 and 2000, respectively.  Despite the low capital spending
level  in  the  first half, capital expenditures for fiscal 2001 are expected to
total  approximately  $35  million.

     During  the six months ended March 31, 2000, long-term debt increased $58.7
million  as  a  result of borrowings to fund the acquisitions of Ripon Foods and
Cascade  Cookie  Company.  During  the first half of fiscal 2001, net borrowings
were only $17.3 million as the substantial cash provided by operations partially
offset  the  effects  of the Torbitt acquisition.  On April 10, 2001, one of the
Company's credit agreements was converted into a $200 million term loan maturing
January 10, 2002 (see Note 10 in Item 1).  Its other credit agreement matures on
April  28,  2002.  Management is currently exploring several long-term financing
options  and  believes  that  it has the ability to refinance the entire current
debt  balance  on  a  long-term  basis.




     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

     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.  Recently,  two large
branded competitors were 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.


     The  outlook  for the Snack Nuts & Candy segment remains favorable.  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 has
improved  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 operational 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


     The  Dressings,  Syrups,  Jellies  &  Sauces  segment  is  undergoing major
operational  changes in fiscal 2001, with the integration of recent acquisitions
and  the closure of two production facilities.  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 when fully implemented, with estimated annual cost savings of $5
million  to  $6  million, of which $.8 million is noncash savings.  In addition,
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 businesses.  As
competitive  pricing  pressures continue to affect margins, cost containment and
the  capturing  of  additional synergies of the three organizations will also be
critical  objectives  in  improving  the  profitability  of  the  segment.


     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


     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

(iii)  Significant increases in the cost of certain raw materials (e.g., various
nuts,  sweeteners,  wheat  flour, soybean oil) 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

(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;

(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.


    See  Note 2 in Item 1 for a discussion regarding recently issued accounting
standards,  including SFAS 133, SAB 101, and EITF 00-10, 00-14, 00-22 and 00-25.


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  six months ended March 31, 2001.  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 floating rate debt, the Company is exposed to interest
rate  risk.  Refer  to  Note  10  under  Item  1  herein.

                         PART  II.  OTHER  INFORMATION

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

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

On  February 26, 2001, the Registrant held its Annual Meeting of Shareholders at
which  the following two Directors were elected Directors of the Registrant, for
a  term of three years expiring at the Annual Meeting of Shareholders to be held
in  2004,  or  when  their  successors  are  elected:

                                   Votes  For     Votes  Against/Withheld
                                   ----------     -----------------------

     Richard  A.  Liddy            24,821,857              526,411
     William  P.  Stiritz          24,342,484            1,005,784

Item  5.  Other  Information.


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

(a)     Exhibits


(b)     Reports  on  Form  8-K

On  February 27, 2001, the Registrant announced the election of two directors by
its  shareholders.

On  February  27,  2001,  the Registrant announced authorization by the board of
directors  to  buy  back  up  to  one  million  shares  of  its  common  stock.


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
                                     Chief  Accounting  Officer

May 15, 2001