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 JUNE 30, 2001.

( )  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                 August 10, 2001
                                                   29,909,674




                             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                                         14


PART  II.  OTHER  INFORMATION

Item  6.  Exhibits  and  Reports on Form 8-K                          15







                                       (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    Nine Months Ended
                                            June 30,              June 30,
                                        ------------------    ------------------
                                          2001      2000        2001      2000
                                        --------  --------    --------  --------
                                                            
Net Sales                               $ 279.4   $ 172.1     $ 831.7   $ 550.2
                                        --------  --------    --------  --------
Costs and Expenses
  Cost of products sold                   217.8     131.4       650.9     417.8
  Selling, general and administrative      36.1      22.9       107.8      69.5
  Advertising and promotion                 8.1       5.2        24.3      17.4
  Interest expense, net                     3.9       1.9        12.7       4.3
  Merger termination fee, net of
   related expenses                           -         -        (4.2)        -
                                        --------  --------    --------  --------
    Total Costs and Expenses              265.9     161.4       791.5     509.0
                                        --------  --------    --------  --------
Earnings before Income Taxes
  and Equity Earnings                      13.5      10.7        40.2      41.2
Income Taxes                                5.1       4.2        15.3      15.5
                                        --------  --------    --------  --------
Earnings before Equity Earnings             8.4       6.5        24.9      25.7
Equity in earnings of
  Vail Resorts, Inc., net of
  Related Deferred Income Taxes             6.0       6.4         5.9       5.4
                                        --------  --------    --------  --------
Net Earnings                            $  14.4   $  12.9     $  30.8   $  31.1
                                        ========  ========    ========  ========

Basic Earnings per Share                $   .48   $   .43     $  1.03   $  1.03
                                        ========  ========    ========  ========
Diluted Earnings per Share              $   .48   $   .43     $  1.03   $  1.01
                                        ========  ========    ========  ========
Weighted average shares for
 basic earnings per share                29,908    29,875      29,883    30,247
Dilutive effect of:
  Stock options                             153        78         183       256
  Deferred compensation awards                -       207           -       205
                                        --------  --------    --------  --------
Weighted average shares for
 diluted earnings per share              30,061    30,160      30,066    30,708
                                        ========  ========    ========  ========

See  accompanying  Notes  to  Condensed  Consolidated  Financial  Statements.


                                       1





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

                                                  June 30,   Sept. 30,
                                                    2001       2000
                                                 ---------   ---------
                                                        
ASSETS
Current Assets
  Cash and cash equivalents                       $   2.9     $   4.1
  Receivables, net                                   95.5       102.4
  Inventories -
   Raw materials and supplies                        59.6        57.8
   Finished products                                 81.3        92.3
  Prepaid expenses                                    2.5         3.5
  Other current assets                                6.9         6.7
                                                 ---------   ---------
    Total Current Assets                            248.7       266.8

Investment in Vail Resorts, Inc.                     85.0        75.9
Intangible Assets, Net                              216.7       186.1
Property, Net                                       287.5       271.9
Other Assets                                          6.9         4.0
                                                 ---------   ---------
    Total Assets                                  $ 844.8     $ 804.7
                                                 =========   =========

LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
  Accounts payable                                $  66.5     $  78.5
  Other current liabilities                          39.6        39.4
                                                 ---------   ---------
    Total Current Liabilities                       106.1       117.9

Long-term Debt                                      278.7       264.4
Deferred Income Taxes                                41.0        36.6
Other Liabilities                                    37.4        35.5
Commitments and Contingencies                           -           -
                                                 ---------   ---------
    Total Liabilities                               463.2       454.4
                                                 ---------   ---------
Shareholders' Equity
  Common stock                                         .3          .3
  Capital in excess of par value                    109.9       110.0
  Retained earnings                                 323.5       292.7
  Common stock in treasury, at cost                 (51.9)      (52.7)
  Accumulated other comprehensive income              (.2)          -
                                                 ---------   ---------
    Total Shareholders' Equity                      381.6       350.3
                                                 ---------   ---------
    Total Liabilities and Shareholders' Equity    $ 844.8     $ 804.7
                                                 =========   =========

See  accompanying  Notes  to  Condensed  Consolidated  Financial  Statements.



                                       2






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

                                                    Nine Months Ended
                                                         June 30,
                                                   -------------------
                                                     2001       2000
                                                   --------   --------
                                                        
Cash Flows from Operations
  Net earnings                                     $  30.8    $  31.1
  Non-cash items included in net earnings             26.1       20.9
  Changes in current assets and liabilities,
   net of effects of acquisitions                      8.0       (8.8)
  Other, net                                           (.5)      (1.0)
                                                   --------   --------
    Net cash provided by operations                   64.4       42.2
                                                   --------   --------

Cash Flows from Investing Activities
  Business acquisitions, net of cash acquired        (55.6)     (91.8)
  Additions to property and intangible assets        (25.2)     (17.8)
  Proceeds from sale of property                        .6         .1
                                                   --------   --------
    Net cash used by investing activities            (80.2)    (109.5)
                                                   --------   --------

Cash Flows from Financing Activities
  Net borrowings under credit arrangements            13.9       76.5
  Purchase of treasury stock                             -      (10.6)
  Proceeds from the exercise of stock options           .7         .4
                                                   --------   --------
    Net cash provided by financing activities         14.6       66.3
                                                   --------   --------

Net Decrease in Cash and Cash Equivalents             (1.2)      (1.0)
Cash and Cash Equivalents, Beginning of Period         4.1        1.9
                                                   --------   --------

Cash and Cash Equivalents, End of Period           $   2.9    $    .9
                                                   ========   ========

See  accompanying  Notes  to  Condensed  Consolidated  Financial  Statements.



                                       3



                             RALCORP  HOLDINGS,  INC.
              NOTES  TO  CONDENSED  CONSOLIDATED  FINANCIAL  STATEMENTS
                                 JUNE  30,  2001
                                  (Unaudited)
                             (Dollars  in  millions)

NOTE  1  -  PRESENTATION  OF  CONDENSED  CONSOLIDATED  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  -  CURRENT  AND  PENDING  ACCOUNTING  CHANGES

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 nine months ended June 30, 2001,
hedging  activities  were  immaterial,  consisting  only  of cash flow hedges of
ingredient  purchases.  See  Note  5  for  the  related  effect on comprehensive
income.

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
quarters.

                                       4





In  the  fourth  quarter  of  fiscal  year  2001, Ralcorp will adopt SAB 101 and
several  consensuses  reached by the Emerging Issues Task Force (EITF).  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 00-14, "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," address the classification of these incentives and payments
in the statement of earnings, and will result in the reclassification of most of
Ralcorp's  promotional programs from advertising and promotion to a reduction of
net  sales.  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.  Ralcorp  accounts for amounts billed as prescribed by the new
rule but currently nets shipping costs against revenue in calculating net sales.
When  EITF  00-10  is adopted, Ralcorp will reclassify shipping costs to cost of
products  sold.  Management  is  still  evaluating  the  extent  of  necessary
reclassifications  resulting  from  these EITF consensuses but current estimates
indicate  that  net  sales will be about 4 percent higher, cost of products sold
will  be  7 to 10 percent higher, and advertising and promotion will be 70 to 80
percent  lower.  There  will  be  no  affect  on  earnings.

In June 2001, the Financial Accounting Standards Board issued Statement No. 141,
"Business  Combinations,"  and Statement No. 142, "Goodwill and Other Intangible
Assets."  SFAS  141  requires  that business combinations after June 30, 2001 be
accounted for using the purchase method and prescribes procedures for allocating
the  purchase  price  to tangible and intangible assets acquired.  SFAS 141 says
that  if  the  sum of the fair values of assets acquired and liabilities assumed
exceeds  the  cost of an acquired enterprise, that excess (sometimes referred to
as  "negative  goodwill")  should  be recognized immediately as an extraordinary
gain,  rather  than  as  a deferred credit.  This accounting also applies if the
cost  of  an  investment  accounted  for  by  the equity method is less than the
investor's  share in the underlying equity in net assets of the investee, as was
the  case  when  Ralcorp  obtained  its  equity investment in Vail Resorts, Inc.
Ralcorp  currently  recognizes  $1.9  of "negative goodwill" amortization income
annually  in  its  equity  earnings  ($1.2 after taxes).  In accordance with the
transition  provisions  of SFAS 141, Ralcorp will recognize a net gain of $18.6,
the after-tax effect of the unamortized deferred credit related to its ownership
of Vail Resorts, as the cumulative effect of a change in accounting principle in
the  first quarter of fiscal 2002.  SFAS 142, which Ralcorp will adopt as of the
beginning  of  fiscal  2002,  stops  the  amortization  of  goodwill, requires a
goodwill  impairment  test  at  least  annually,  and  modifies the amortization
guidelines  for  other  intangible  assets.  Ralcorp's  current  annual goodwill
amortization expense is about $5.2 after taxes, or about $.17 per diluted share.
In  addition,  Vail's  goodwill  amortization currently reduces Ralcorp's annual
after-tax equity earnings by about $.5 ($.02 per diluted share).  Thus, based on
current  goodwill  amortization  expense  amounts and including the effect of no
longer  amortizing  the  "negative goodwill" from the Vail transaction, SFAS 141
and  142 are expected to increase Ralcorp's annual net earnings by approximately
$4.5  ($.15  per  diluted  share).

NOTE  3  -  ACQUISITION

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

                                       5





approximately $39 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.  On a pro
forma basis, assuming this acquisition occurred at the beginning of fiscal 2000,
Ralcorp's  net sales would have been $861.1 and $610.8 for the nine months ended
June  30,  2001  and  2000, respectively, while net earnings would not have been
materially  different  from  reported  amounts.

NOTE  4  -  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 5 - COMPREHENSIVE INCOME


                                      Three Months Ended    Nine Months Ended
                                           June 30,              June 30,
                                      ------------------    ------------------
                                        2001      2000        2001      2000
                                      --------  --------    --------  --------
                                                          
Net Earnings                          $  14.4   $  12.9     $  30.8   $  31.1
Other comprehensive income -
  Deferred loss on cash flow
  hedging instruments                     (.1)        -         (.2)        -
                                      --------  --------    --------  --------
Comprehensive income                  $  14.3   $  12.9     $  30.6   $  31.1
                                      ========  ========    ========  ========


NOTE 6 - RECEIVABLES, NET consisted of the following:


                                      June 30,   Sep. 30,
                                        2001       2000
                                      --------   --------
                                           
Receivables                           $  97.5    $ 104.0
Allowance for doubtful accounts          (2.0)      (1.6)
                                      --------   --------
                                      $  95.5    $ 102.4
                                      ========   ========


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


                                      June 30,   Sep. 30,
                                        2001       2000
                                      --------   --------
                                           
Goodwill                              $ 223.8    $ 184.5
Other intangible assets                  21.6       21.3
Accumulated amortization                (28.7)     (19.7)
                                      --------   --------
                                      $ 216.7    $ 186.1
                                      ========   ========


                                       6





NOTE 8 - PROPERTY, NET consisted of the following:


                                      June 30,   Sep. 30,
                                        2001       2000
                                      --------   --------
                                           
Property                              $ 444.3    $ 411.6
Accumulated depreciation               (156.8)    (139.7)
                                      --------   --------
                                      $ 287.5    $ 271.9
                                      ========   ========


NOTE 9 - RESTRUCTURING CHARGES

Other current liabilities include restructuring reserves as follows:



                                      Sep. 30,   Amount     June 30,
                                        2000    Utilized      2001
                                      --------  --------    --------
                                                   
Severance, benefits and
  outplacement expenses               $   2.1   $  (1.9)    $    .2
Asset write-down                           .6       (.2)         .4
                                      --------  --------    --------
                                      $   2.7   $  (2.1)    $    .6
                                      ========  ========    ========


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


                                         June 30, 2001      September 30, 2000
                                      ------------------    ------------------
                                       Balance    Rate       Balance    Rate
                                      --------  --------    --------  --------
                                                          
Credit Agreement A                    $  40.0    4.719%     $ 125.0    7.375%
Credit Agreement B (term loan)          200.0    5.178%       100.0    7.625%
Uncommitted credit arrangements          32.4    4.950%        33.3    7.474%
Industrial Development Revenue Bond       5.6    2.680%         5.6    5.575%
Other                                      .7    Various         .5    Various
                                      --------              --------
                                      $ 278.7               $ 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.

Credit  Agreement A, Credit Agreement B, and the uncommitted credit arrangements
mature less than one year from the balance sheet date.  The Company is currently
in  discussions  with  its bank group to refinance these agreements.  Based upon
management's  intent  and  ability  to refinance these agreements on a long-term
basis,  they  were  classified  as  long-term.

                                       7





NOTE 11 - SEGMENT INFORMATION

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


                                      Three Months Ended    Nine Months Ended
                                           June 30,              June 30,
                                      ------------------    ------------------
                                        2001      2000        2001      2000
                                      --------  --------    --------  --------
                                                          
Net Sales
  Cereals                             $  70.6   $  66.5     $ 218.6   $ 210.3
  Crackers & Cookies                     57.3      53.4       177.9     169.7
  Snack Nuts & Candy                     39.3      35.5       132.5     121.5
  Dressings, Syrups, Jellies & Sauces   112.2      16.7       302.7      48.7
                                      --------  --------    --------  --------
  Total                               $ 279.4   $ 172.1     $ 831.7   $ 550.2
                                      ========  ========    ========  ========

Profit Contribution
  Cereals, Crackers & Cookies         $  13.1   $  11.7     $  43.4   $  42.2
  Snack Nuts & Candy                      3.4       1.1        11.3       5.6
  Dressings, Syrups, Jellies & Sauces     3.0        .8         3.5       1.7
                                      --------  --------    --------  --------
    Total segment profit contribution    19.5      13.6        58.2      49.5
  Interest expense, net                  (3.9)     (1.9)      (12.7)     (4.3)
  Merger termination fee, net of
    related expenses                        -         -         4.2         -
  Unallocated corporate expenses         (2.1)     (1.0)       (9.5)     (4.0)
                                      --------  --------    --------  --------
  Earnings before income taxes
   and equity earnings                $  13.5   $  10.7     $  40.2   $  41.2
                                      ========  ========    ========  ========




                                      June 30,  Sep. 30,
                                        2001      2000
                                      --------  --------
                                          
Total Assets
  Cereals, Crackers & Cookies         $ 330.0   $ 348.1
  Snack Nuts & Candy                    117.5     132.0
  Dressings, Syrups, Jellies & Sauces   285.9     225.8
  Corporate                             111.4      98.8
                                      --------  --------
  Total                               $ 844.8   $ 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.

                                       8




                                RESULTS OF OPERATIONS

CEREALS,  CRACKERS  &  COOKIES

     Third quarter net sales for the Cereals, Crackers & Cookies segment were up
$8.0  million (7 percent) from last year, with the Ralston Foods cereal division
and  the Bremner cracker and cookie division reporting increases of $4.1 million
and  $3.9  million, respectively.  Through nine months, the segment's sales were
up $16.5 million (4 percent), as Ralston Foods and Bremner contributed increases
of  $8.3  million  and  $8.2  million,  respectively.

     Most  of  the  improvements  at  Ralston Foods were the result of increased
distribution  with  several key customers and sales of new products.  Despite an
industry  decline  in  the  overall  ready-to-eat (RTE) cereal category, Ralston
Foods'  base  store brand RTE cereal volume increased 5 percent from last year's
third  quarter  and  more  than  6  percent  from last year's first nine months.
Average  RTE  prices  declined  slightly  due  to competitive pricing pressures.
Ralston  Foods'  hot  cereal  sales  were  up 5.5 percent and flat for the third
quarter  and  nine  months,  respectively,  as  a  favorable  product mix offset
slightly  lower  volume.

     Bremner  cracker  volumes improved 6 percent for the third quarter but were
flat  year-to-date.  Cookie  volumes  were  up  about  25  percent for the third
quarter  and  16  percent  year-to-date,  primarily  as a result of new customer
sales.  Bremner  benefited from incremental revenue from Cascade Cookie Company,
acquired  on  January  28, 2000, while net sales in the pre-existing cracker and
cookie  businesses  were  flat  for  the  nine  months  ended  June  30,  2001.

     Profit  for the Cereals, Crackers & Cookies segment was up 12 percent and 3
percent for the quarter and nine-month periods, respectively.  Such improvements
were  achieved  despite  reduced margins caused by competitive pricing pressures
and  higher  energy  and packaging costs.  These negative effects were more than
offset  by  lower  ingredient  costs,  improved  production  efficiencies due to
increased  volumes,  and  the  continued  focus  on aggressive cost containment.
Finally,  current  year  co-manufacturing  business  in both RTE and hot cereals
offset  effects  of  the  December  31,  1999  termination of a large RTE cereal
co-manufacturing  agreement.

SNACK  NUTS  &  CANDY

     Third  quarter  and nine-month net sales for the Snack Nuts & Candy segment
(also  known  as  Nutcracker)  increased 11 percent and 9 percent, respectively,
reflecting  the benefit of a full quarter of the Linette candy business, as well
as  higher  volumes  and  net  sales  from the snack nut businesses.  Linette, a
chocolate  candy  manufacturer,  was  acquired  on May 1, 2000.  The increase in
snack  nut  sales  was  primarily  due to volume growth with existing customers.

     Third quarter and nine-month segment profit increased $2.3 million and $5.7
million,  respectively,  from  the  corresponding  periods  last  year.  This
improvement  was  due  not  only  to  the  addition  of  Linette,  but  also  to
efficiencies  and  more  favorable raw material costs, primarily cashews, in the
pre-existing  snack  nut  businesses.

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,  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 charges totaling $1.4 million before taxes during

                                       9





fiscal  2001.  The  second  plant closure, in San Jose, CA, is underway, and all
related  production  is  being  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 not have a 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 segment's net sales for the quarter and nine months ended June 30, 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 through June),
sales  volumes  for  the third quarter were up 5 percent, while nine-month sales
volumes  were down 1 percent due to weak first quarter sales.  Corresponding net
sales  dollars,  which were negatively affected by competitive pricing pressures
and product mix in the first half of the year, were up 5 percent for the quarter
and  down  4  percent  through nine months.  Although the segment benefited from
savings of about $.5 million in the third quarter (over $1 million year-to-date)
from  the  closure  of  the  Baltimore  plant,  profits were hurt by competitive
pricing  pressures  and  higher  manufacturing costs, particularly energy costs.

CONSOLIDATED

     NET  SALES   Net  sales  grew  from  $172.1 million in the third quarter of
fiscal  2000  to  $279.4  million  in  the third quarter of fiscal 2001.  The 62
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    Nine Months Ended
                                             June 30,              June 30,
                                        ------------------    ------------------
                                          2001      2000        2001      2000
                                        --------  --------    --------  --------
                                                            
Net Sales                                100.0%    100.0%      100.0%    100.0%
Cost of Products Sold                     78.0%     76.4%       78.3%     75.9%
Selling, General and
  Administrative (SG&A)                   12.9%     13.3%       13.0%     12.6%
Advertising and Promotion (A&P)           2.9%      3.0%        2.9%      3.2%
                                        --------  --------    --------  --------
Earnings before Interest, Termination
  Fee, Income Taxes and Equity Earnings    6.2%      7.3%        5.8%      8.3%
                                        ========  ========    ========  ========


     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  reduced  by  the  change in business mix, but were
increased  by  relocation  charges  and  mark-to-market  adjustments on deferred
compensation.  The  Red  Wing  and  Torbitt  acquisitions  operate  on  a  lower
administrative  cost  base,  which  pulled  the  overall  SG&A  percentage down.
Relocation  charges  related  to  the  closure  of  the  Baltimore  and San Jose
facilities  and the moving of production to other facilities totaled $.2 million

                                       10





and  $1.6  million  in  the  third quarter and first nine months 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  $.3  million and $1.7 million for the quarter and nine months ended
June  30, 2001, respectively, compared to pre-tax income of $.6 million and $1.6
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 $3.9 million for the
three  months ended June 30, 2001, compared to $1.9 million in the third quarter
of  the  prior  year, primarily due to higher debt levels resulting from the 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
during  the  third  quarter  of fiscal 2001 were lower than in last year's third
quarter  but  were similar for the nine-month periods.  Management expects rates
to  be  favorable  for  the  fourth  quarter  as  well.

     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  million,  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  third  quarter  ended  June  30, 2001, this investment resulted in non-cash
pre-tax  earnings  of  $9.3 million ($6.0 million after taxes), compared to $9.8
million  ($6.4 million after taxes) for last year's third quarter.  Through nine
months,  the  equity  earnings, net of taxes, were $5.9 million and $5.4 million
for  fiscal  2001  and  2000,  respectively.


                           LIQUIDITY AND CAPITAL RESOURCES

     The  Company's  businesses  focus 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 June 30,
2001  with  a  net worth of $381.6 million and a long-term debt to total capital
ratio  of 42.2 percent, compared to corresponding figures for September 30, 2000
of  $350.3  million  and  43  percent.

     Cash  flows from operations improved from $42.2 million for the nine months
ended  June  30, 2000 to $64.4 million through nine months of fiscal 2001.  This
increase  is  primarily due to a $8.0 million decrease in working capital during
this  year's  first  nine  months compared to a $9.3 million increase in working

                                       11





capital  during  the  corresponding  period  last year, excluding the effects of
acquisitions  during  those  periods.  Working  capital, excluding cash and cash
equivalents,  was  $139.7 million at June 30, 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 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
outflow  during the first nine months of fiscal 2001 and a $91.3 million outflow
during  the corresponding period of the prior year.  Last year's outflow related
to  the acquisition of Ripon Foods on October 4, 1999, Cascade Cookie Company on
January 28, 2000, and Linette on May 1, 2000.  This year's outflow was primarily
due  to  the  purchase  of  Torbitt  on  January  31,  2001.

     Capital  expenditures  were  $25.2  million  and  $17.8 million in the nine
months  ended  June  30,  2001 and 2000, respectively.  Capital expenditures for
fiscal  2001  are  expected  to  total  approximately  $35  million.

     During  the nine months ended June 30, 2000, long-term debt increased $76.5
million  as  a  result  of  borrowings  to fund the acquisitions of Ripon Foods,
Cascade  Cookie  Company,  and  Linette.  During the first nine months of fiscal
2001, net borrowings were only $13.9 million as the substantial cash provided by
operations  greatly 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.


                                       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.  All major branded cereal manufacturers have
announced  price  increases during fiscal 2001.  While such increases would seem
to be good for store brands, it appears that much of the increase is being dealt
back  in the form of heightened branded promotional activity.  Mergers involving
large  branded  competitors could also affect the future of the cereal category,
with  Kellogg's  acquisition  of  Keebler  and Pepsico's purchase of Quaker Oats
approved  during the past nine months, and General Mills' planned acquisition of
Pillsbury  pending  final approvals.  Other trends in the category include niche
products with a specific target audience in mind, such as women, and convenience
foods  such  as  cereal bars and dry breakfast mixes.  As always, Ralston Foods'
management  is monitoring these trends to evaluate opportunities in these areas.
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.  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

                                       12





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.  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
products.

DRESSINGS,  SYRUPS,  JELLIES  &  SAUCES

     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.

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;

                                       13





(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., 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
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;

(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 merged
with  other  large  corporations.  Such  changes  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  SFAS  133,  141, and 142; 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  nine months ended June 30, 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.

                                       14





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

None


(b)     Reports  on  Form  8-K

On  May  1, 2001, the Registrant announced earnings for the second quarter ended
March  31,  2001.

On  May 25, 2001, the Registrant announced the appointment of two new directors.


                                   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
                                   Chief  Accounting  Officer




August  14,  2001

























                                       15