SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

(Mark  One)

(X)  QUARTERLY  REPORT  PURSUANT  TO  SECTION  13  OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED DECEMBER 31, 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                February 12 2001
                                                   29,933,230


                             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                                         12


PART  II.  OTHER  INFORMATION

Item  4.  Submission of Matters to a Vote of Security Holders         13

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







                                       (i)




                         PART  I.  FINANCIAL  INFORMATION

Item  1.  Financial  Statements.


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

                                           Three Months Ended
                                              December 31,
                                           ------------------
                                             2001      2000
                                           --------  --------
                                               
Net  Sales                                 $ 325.1   $ 287.4
                                           --------  --------
Costs  and  Expenses
  Cost  of  products  sold                   259.2     232.4
  Selling,  general  and  administrative      39.2      35.8
  Interest  expense,  net                      1.9       4.6
  Plant closure and relocation costs             -        .5
  Merger  termination  fee,  net  of
   related  expenses                             -      (4.2)
                                           --------  --------
    Total  Costs  and  Expenses              300.3     269.1
                                           --------  --------
Earnings  before  Income  Taxes
 and  Equity  Earnings                        24.8      18.3
Income  Taxes                                  8.9       6.9
                                           --------  --------
Earnings  before  Equity  Earnings            15.9      11.4
Equity  in  Loss  of  Vail  Resorts,  Inc.,
 Net  of  Related  Deferred  Income  Taxes    (3.1)     (2.7)
                                           --------  --------
Net  Earnings                              $  12.8   $   8.7
                                           ========  ========

Basic  Earnings  per  Share                $  0.43   $  0.29
                                           ========  ========
Diluted  Earnings  per  Share              $  0.42   $  0.29
                                           ========  ========
Weighted  Average  Shares  for
 Basic  Earnings  per  Share                29,912    29,860
Dilutive  effect  of  stock  options           333       119
                                           --------  --------
Weighted  Average  Shares  for
 Diluted  Earnings  per  Share              30,245    29,979
                                           ========  ========

See  accompanying  Notes  to  Condensed  Consolidated  Financial  Statements.












                                       1



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

                                             Dec. 31,    Sept. 30,
                                               2001        2001
                                             --------    --------
                                                   
ASSETS
Current  Assets
  Cash  and  cash  equivalents               $   1.1     $   3.9
  Receivables,  net                              8.5         9.0
  Investment in Ralcorp Receivables Corp.       35.1        41.0
  Inventories                                  152.9       164.1
  Deferred  income  taxes                        3.4         3.7
  Other  current  assets                         4.2         3.0
                                             --------    --------
    Total  Current  Assets                     205.2       224.7

Investment  in  Vail  Resorts,  Inc.            77.1        81.9
Property,  Net                                 283.9       287.4
Goodwill                                       209.5       209.5
Other  Intangible  Assets,  Net                  7.2         8.1
Other  Assets                                    8.1         6.3
                                             --------    --------
    Total  Assets                            $ 791.0     $ 817.9
                                             ========    ========

LIABILITIES  AND  SHAREHOLDERS'  EQUITY
Current  Liabilities
  Accounts  payable                          $  54.2     $  86.2
  Other  current  liabilities                   48.5        39.0
                                             --------    --------
    Total  Current  Liabilities                102.7       125.2

Long-term  Debt                                204.0       223.1
Deferred  Income  Taxes                         38.4        39.9
Other  Liabilities                              42.7        40.3
                                             --------    --------
    Total  Liabilities                         387.8       428.5
                                             --------    --------
Shareholders'  Equity
  Common  stock                                   .3          .3
  Capital  in  excess  of  par  value          109.9       109.9
  Retained  earnings                           345.4       332.6
  Common  stock  in  treasury,  at  cost       (51.7)      (51.9)
  Accumulated  other  comprehensive  loss        (.7)       (1.5)
                                             --------    --------
    Total  Shareholders'  Equity               403.2       389.4
                                             --------    --------
    Total  Liabilities  and
     Shareholders'  Equity                   $ 791.0     $ 817.9
                                             ========    ========

See  accompanying  Notes  to  Condensed  Consolidated  Financial  Statements.









                                       2




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

                                                        Three Months Ended
                                                            December  31,
                                                        -------------------
                                                          2001       2000
                                                        --------   --------
                                                             
Cash  Flows  from  Operating  Activities
  Net  earnings                                         $  12.8    $   8.7
  Adjustments  to  reconcile  net  earnings  to  net
    Cash  flow  provided  by  operating  activities:
     Depreciation  and  amortization                        8.2        9.8
     Equity  in  loss  of  Vail  Resorts,  Inc.             4.8        4.1
     Deferred  income  taxes                                (.8)      (1.4)
     Changes  in  operating assets and liabilities         (5.3)      13.1
                                                        --------   --------
    Net  cash  provided  by  operating  activities         19.7       34.3
                                                        --------   --------

Cash  Flows  from  Investing  Activities
  Business  acquisitions,  net  of  cash acquired             -         .6
  Additions  to  property  and  intangible assets          (5.2)      (5.2)
  Proceeds  from  sale  of  property                        1.6         .5
                                                        --------   --------
    Net  cash  used  by  investing activities              (3.6)      (4.1)
                                                        --------   --------

Cash  Flows  from  Financing  Activities
  Net  repayments  under  credit  arrangements            (19.1)     (29.8)
  Proceeds  from  exercise  of  stock  options               .2          -
                                                        --------   --------
    Net cash used by financing activities                 (18.9)     (29.8)
                                                        --------   --------

Net  (Decrease)  Increase  in  Cash  and
  Cash Equivalents                                         (2.8)        .4
Cash  and  Cash  Equivalents,  Beginning  of Period         3.9        4.1
                                                        --------   --------

Cash  and  Cash  Equivalents,  End  of Period           $   1.1    $   4.5
                                                        ========   ========

See  accompanying  Notes  to  Condensed  Consolidated  Financial  Statements.























                                       3


                             RALCORP  HOLDINGS,  INC.
              NOTES  TO  CONDENSED  CONSOLIDATED  FINANCIAL  STATEMENTS
                               DECEMBER  31,  2001
                                  (Unaudited)
                             (Dollars  in  millions)

NOTE  1  -  PRESENTATION  OF  CONDENSED  FINANCIAL  STATEMENTS

The  accompanying  unaudited historical financial statements of the Company have
been  prepared  in  accordance  with  the  instructions for Form 10-Q and do not
include  all  of  the  information  and footnotes required by generally accepted
accounting  principles  for  complete  financial statements.   In the opinion of
management,  all  adjustments,  consisting  only of normal recurring adjustments
considered  necessary  for  a fair presentation, have been included.   Operating
results  for  any  quarter are not necessarily indicative of the results for any
other  quarter  or  for  the  full  year.   Certain prior year amounts have been
reclassified  to conform with the current year's presentation.  These statements
should be read in connection with the financial statements and notes included in
the  Company's  Annual  Report  to Shareholders for the year ended September 30,
2001.

NOTE  2  -  RECENTLY  ISSUED  ACCOUNTING  STANDARDS

During  the  fourth  quarter  of fiscal 2001, the Company implemented accounting
reclassifications  as  a  result  of  EITF  00-10,  00-14,  and  00-25.    These
reclassifications  had  no  impact on net earnings or earnings per share but did
affect  reported  net  sales,  cost  of  products sold, and selling, general and
administrative expenses. Both periods presented reflect these reclassifications.

On October 1, 2001,  the Company adopted FAS 142, "Goodwill and Other Intangible
Assets,"  which  stops  the  amortization  of  goodwill  and requires a goodwill
impairment test at least annually.  The first step of the Company's transitional
goodwill  impairment  test,  which  will  indicate  whether  or  not a potential
impairment  exists,  will  be completed by the end of the second fiscal quarter.
At both September 31 and December 31, 2001,  the carrying amount of goodwill was
as follows:   Cereals, Crackers & Cookies - $56.0;  Dressings, Syrups, Jellies &
Sauces - $99.1;  and  Snack Nuts & Candy - $54.4.   The following schedules show
net  earnings  and  earnings  per  share  adjusted to exclude Ralcorp's goodwill
amortization expense (net of tax effects)  and to adjust Ralcorp's equity in the
loss  of  Vail  (net  of  tax  effects)  to exclude Vail's goodwill amortization
expense.



                                        Three Months Ended
                                           December  31,
                                        ------------------
                                          2001      2000
                                         ------    ------
                                             
Reported net earnings                    $ 12.8    $  8.7
Add back:  Goodwill amortization              -       1.4
Adjust:  Equity in loss of Vail               -        .2
                                         ------    ------
Adjusted net earnings                    $ 12.8    $ 10.3
                                         ======    ======

Basic earnings per share:
  Reported net earnings                  $  .43    $  .29
  Add back:  Goodwill amortization            -       .05
  Adjust:  Equity in loss of Vail             -       .01
                                         ------    ------
Adjusted net earnings                    $  .43    $  .35
                                         ======    ======
Diluted earnings per share:
  Reported net earnings                  $  .42    $  .29
  Add back:  Goodwill amortization            -       .05
  Adjust:  Equity in loss of Vail             -       .01
                                         ------    ------
  Adjusted net earnings                  $  .42    $  .35
                                         ======    ======


                                       4


NOTE  3  -  PLANT  CLOSURE  AND  RELOCATION  COSTS  AND  RESERVES

During fiscal 2001, the Company closed plants in Baltimore, MD and San Jose, CA,
moving  production  to its other facilities.   In the quarter ended December 31,
2000,  costs  related  to the Baltimore closure totaling $.5 are included on the
Statement  of  Earnings  as  "Plant  closure  and  relocation  costs."

Other  current  liabilities  include  reserves  as  follows:



                                               Sep. 30,   Amount   Dec. 31,
                                                 2001    Utilized    2001
                                               --------  --------  --------
                                                          
San Jose severance costs                       $   .2    $   .1    $   .1
Other San Jose closure and relocation costs        .4        .4         -
                                               -------   -------   -------
                                               $   .6    $   .5    $   .1
                                               =======   =======   =======


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
                                           December  31,
                                        ------------------
                                          2001      2000
                                         ------    ------
                                             
Net  earnings                            $ 12.8    $  8.7
Other  comprehensive  income  -
 Deferred  gain  on  cash  flow
  hedging  instruments, net                  .8        .1
                                         ------    ------
Comprehensive  income                    $ 13.6    $  8.8
                                         ======    ======


NOTE  6  -  SALE  OF  RECEIVABLES

On September 23, 2001,  the Company entered into a three-year agreement to sell,
on  an  ongoing  basis,  all of its trade accounts receivable to a wholly owned,
bankruptcy-remote subsidiary called Ralcorp Receivables Corporation (RRC), which
in  turn  sells  the  receivables  to a bank commercial paper conduit.  RRC is a
qualifying  special  purpose  entity  under  FAS  140  and  the  sale of Ralcorp
receivables  to  RRC  is  considered  a  true sale for accounting, tax and legal
purposes.   As of December 30, 2001, the outstanding balance of receivables (net
of  an  allowance  for  doubtful  accounts)  sold  to RRC was $96.1 and proceeds
received  were  $61.0,  resulting  in  a subordinated retained interest of $35.1
reflected  on  the  Company's  consolidated  balance  sheet as an "Investment in
Ralcorp Receivables Corp."  Discounts related to the sale of receivables totaled
$.4  in  the  three  months  ended  December  31,  2001  and are included on the
statement  of  earnings  in  "Selling,  general  and  administrative"  expenses.


                                       5


NOTE  7  -  INVENTORIES  consisted  of  the  following:


                                       Dec. 31,   Sep. 30,
                                         2001       2001
                                       ---------  ---------
                                            
Raw materials and supplies             $   63.3   $   63.6
Finished products                          89.6      100.5
                                       ---------  ---------
                                       $  152.9   $  164.1
                                       =========  =========


NOTE  8  -  PROPERTY,  NET  consisted  of  the  following:


                                       Dec. 31,   Sep. 30,
                                         2001       2001
                                       ---------  ---------
                                            
Property  at  cost                     $  453.5   $  450.2
Accumulated  depreciation                (169.6)    (162.8)
                                       ---------  ---------
                                       $  283.9   $  287.4
                                       =========  =========


NOTE  9  -  OTHER  INTANGIBLE  ASSETS,  NET  consisted  of  the  following:


                                       Dec. 31,   Sep. 30,
                                         2001       2001
                                       ---------  ---------
                                            
Software                               $   21.4   $   21.4
Accumulated  amortization                 (14.2)     (13.3)
                                       ---------  ---------
                                       $    7.2   $    8.1
                                       =========  =========


Amortization  expense  related to these assets was $.9 and $1.1 during the three
months ended December 31, 2001 and 2000, respectively, with $3.5, $3.3, $1.2 and
$.1  scheduled  for  the  years  ended September 30, 2002, 2003, 2004, and 2005,
respectively.

NOTE  10  -  LONG-TERM  DEBT

On October 16, 2001, the Company entered into a $275 revolving credit agreement.
Borrowings  under the credit agreement incur interest at the Company's choice of
either  (1) LIBOR plus the applicable margin rate (currently 1.00%)  or  (2) the
maximum of the federal funds rate plus 0.50% or the prime rate.  Such borrowings
are unsecured and mature on October 16, 2004 unless such date is extended.   The
credit  agreement  calls  for  an  unused  fee  of  0.225%, payable quarterly in
arrears,   and  contains  certain  representations,  warranties,  covenants  and
conditions  customary to credit facilities of this nature.   Also on October 16,
2001,  the  Company  repaid  and  terminated its $125 revolving credit agreement
(Credit Agreement A)  and  its  term  loan (Credit Agreement B),  and  the total
amount available under uncommitted credit arrangements was reduced from $50.5 to
$35.0.  Outstanding  long-term  debt  consisted  of  the  following:


                                       6




                                      December 31, 2001    September 30, 2001
                                      ------------------   ------------------
                                       Balance    Rate      Balance    Rate
                                      ---------  -------   ---------  -------
                                                          
$275 Revolving Credit Agreement       $  190.0    2.987%   $      -     n/a
Credit  Agreement  A                         -     n/a         40.0    3.531%
Credit  Agreement  B                         -     n/a        160.0    4.611%
Uncommitted  credit  arrangements          7.8    2.450%       16.9    4.108%
Industrial Development Revenue Bond        5.6    1.560%        5.6    2.280%
Other                                       .6   Various         .6   Various
                                      ---------            ---------
                                      $  204.0             $  223.1
                                      =========            =========


NOTE  11  -  SEGMENT  INFORMATION

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


                                        Three Months Ended
                                            December 31,
                                        -------------------
                                          2001       2000
                                        --------   --------
                                             
Net  Sales
  Cereals                               $  80.2    $  76.2
  Crackers  &  Cookies                     70.8       66.0
  Dressings, Syrups, Jellies & Sauces     112.4       84.8
  Snack  Nuts  &  Candy                    61.7       60.4
                                        --------   --------
    Total                               $ 325.1    $ 287.4
                                        ========   ========
Profit  Contribution
  Cereals,  Crackers  &  Cookies        $  19.0    $  16.2
  Dressings, Syrups, Jellies & Sauces       3.4         .3
  Snack  Nuts  &  Candy                     7.8        5.6
                                        --------   --------
    Total segment profit contribution      30.2       22.1
  Interest  expense,  net                  (1.9)      (4.6)
  Plant  closure  and  relocation  costs      -        (.5)
  Merger  termination  fee,  net  of
   related  expenses                          -        4.2
  Other unallocated corporate expenses     (3.5)      (2.9)
                                        --------   --------
    Earnings  before  income  taxes
      and  equity  earnings             $  24.8    $  18.3
                                        ========   ========

                                        Dec. 31,   Sep. 30,
                                          2001       2001
                                        --------   --------
Total  Assets
  Cereals,  Crackers  &  Cookies        $ 290.1    $ 295.2
  Dressings, Syrups, Jellies & Sauces     271.2      273.8
  Snack  Nuts  &  Candy                    96.1      104.0
  Investment  in  Ralcorp  Receivables
   Corporation                             35.1       41.0
  Investment  in  Vail  Resorts,  Inc.     77.1       81.9
  Other  unallocated  corporate  assets    21.4       22.0
                                        --------   --------
    Total                               $ 791.0    $ 817.9
                                        ========   ========



                                       7


NOTE  12  -  SUBSEQUENT  EVENT

On  January  30,  2002,  the  Company  completed the purchase of Lofthouse Foods
Incorporated,  headquartered  in  Clearfield, Utah with plants in Clearfield and
Ogden,  Utah.   Lofthouse is a producer of high quality cookies that are sold to
the  in-store  bakeries  of  major  U.S.  grocers  and mass merchandisers.   The
acquired business,  with approximately $70 in annual sales,  will be operated as
part  of  the  Cereals,  Crackers  and  Cookies  segment.


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.

                                RESULTS OF OPERATIONS
CONSOLIDATED

     NET  SALES   Net  sales  grew  from  $287.4 million in the first quarter of
fiscal  2001  to  $325.1  million in the first quarter of fiscal 2002.  A little
more  than  half  of  the 13 percent increase was due to The Torbitt & Castleman
Company,  LLC  acquisition  on January 31, 2001, which contributes approximately
$80  million  of  sales  annually.  Refer  to  the segment discussions below for
specific  factors  affecting  results.

     OPERATING EXPENSES   For the three months ended December 31, 2001 and 2000,
cost  of  products  sold  was  79.7% and 80.9% of net sales, respectively, while
selling, general, and administrative expenses were 12.1% and 12.5% of net sales,
respectively.  These  improvements  are mainly attributable to certain favorable
raw  material  costs,  cost  reduction programs, and the adoption of FAS 142, as
noted  in  the  segment  discussions  below.

     INTEREST  EXPENSE,  NET  Interest  expense  was  $1.9 million for the three
months ended December 31, 2001, compared to $4.6 million in the first quarter of
the  prior  year.  One cause of this decrease was lower interest rates.  For the
first  quarter  of  fiscal  2002,  the  weighted  average  interest  rate on the
Company's  debt, practically all of which incurs interest at variable rates, was
less  than  half  of  last year's first quarter average.  Another reason for the
decreased  interest  expense was lower debt levels in the current year.  Despite
additional  borrowings  to  fund  the Torbitt & Castleman acquisition in January
2001,  Ralcorp  reduced its outstanding debt from $234.6 million at December 31,
2000  to $204.0 million at December 31, 2001 with $61.0 million of proceeds from
the  sale  of  its  trade accounts receivable and with operating cash flows.  On
September  24, 2001, the Company entered into a three-year agreement to sell its
trade  accounts  receivable  on  an  ongoing  basis.  Discounts  related to this
agreement  totaled  $.4  million  in  the  first  quarter of fiscal 2002 and are
included  on  the  Consolidated  Statement  of  Earnings in selling, general and
administrative  expenses.

     PLANT CLOSURE AND RELOCATION COSTS   During fiscal 2001, the Company closed
plants  in  Baltimore,  MD  and  San  Jose,  CA,  moving production to its other
facilities.  For  the  quarter  ended  December  31,  2000, costs related to the
Baltimore  closure  totaling  $.5  are  included on the Statement of Earnings as
"Plant  closure  and  relocation costs."  No material plant closure charges have
been  incurred  in  fiscal 2002.  For information about reserves relating to the
San  Jose  closure,  see  Note  3  to the financial statements in Item 1 herein.


                                       8



     MERGER TERMINATION FEE   Earnings of the previous year's first quarter were
favorably  impacted  when  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,
adjusted  by  the  effects of non-deductible goodwill amortization expense.  The
effective  rate  for  fiscal  2002 is lower because the Company has not recorded
goodwill  amortization expense since its adoption of FAS 142 on October 1, 2001.

     EQUITY  IN  EARNINGS  OF  VAIL  RESORTS, INC.  Ralcorp continues to hold an
approximate  21.5  percent equity ownership interest in Vail Resorts, Inc.  Vail
Resorts operates on a fiscal year ending July 31; therefore, Ralcorp reports its
portion  of  Vail  Resorts'  operating  results  on  a two-month time lag.  Vail
Resorts' operations are highly seasonal, typically yielding more than the entire
year's  equity income during the Company's second and third fiscal quarter.  For
the  first  quarter  ended  December  31,  2001,  this  investment resulted in a
non-cash  pre-tax loss of $4.8 million ($3.1 million after taxes), compared to a
$4.1  million  loss  ($2.7  million  after taxes) for last year's first quarter.

CEREALS,  CRACKERS  &  COOKIES

     First quarter net sales for the Cereals, Crackers & Cookies segment were up
$8.8  million (6 percent) from last year, with the Ralston Foods cereal division
and  the Bremner cracker and cookie division reporting increases of $4.0 million
and  $4.8  million,  respectively.  Ralston  Foods'  ready-to-eat and hot cereal
volume  each  improved 4 percent, outperforming overall category trends, through
incremental  sales  to  continuing  customers  driven  by several recent product
introductions  and  additional  distribution of established items.  In addition,
net  sales  in  the  cereal  division  benefited  from  a favorable product mix.
Bremner's cookie volumes for the quarter were 33 percent higher than last year's
first  quarter,  boosted  by sales to new customers.  Cracker volumes were off 6
percent,  primarily  because  of  lower  demand  for  saltines.

     The  segment's first quarter profit improved $2.8 million (17 percent) as a
result  of  the  increased sales and a favorable product mix.  In addition, last
year's  first quarter profit was reduced by $.6 million of goodwill amortization
expense.  Since  the  Company  adopted  FAS  142, "Goodwill and Other Intangible
Assets,"  on October 1, 2001, no goodwill amortization expense has been recorded
in  fiscal  2002.

DRESSINGS,  SYRUPS,  JELLIES  &  SAUCES

     Net  sales  of  the  Company's Dressings, Syrups, Jellies & Sauces segment,
also  known  as Carriage House, increased by $27.6 million, or nearly a third of
last  year's  first  quarter  sales.  This year's results include sales from The
Torbitt & Castleman Company, LLC, acquired January 31, 2001, which are about $80
million  annually.  The  addition  of  new customers and increased business with
major  continuing  customers  also  contributed to the significant sales growth.

     The  segment's  first  quarter profit also increased significantly from the
prior  year,  improving  from  $.3  million  to  $3.4  million.  While Torbitt &
Castleman  contributed  to  profit  in  the  current year, more than half of the
improvement was the result of the continuing cost reduction efforts begun during
fiscal  2001,  including  two  plant  closures.  In  addition, last year's first
quarter  profit  was  reduced  by  $.5 million of goodwill amortization expense.


                                       9



SNACK  NUTS  &  CANDY

     First  quarter  net sales for the Snack Nuts & Candy segment, also known as
Nutcracker  Brands,  increased  2  percent  from  last  year.  The  $1.3 million
improvement  in  net  sales  is  attributable  to  additional snack nut sales to
customers  acquired during the past year, partially offset by lower candy sales.
Largely  due  to  the timing of orders from a major customer, candy sales in the
first  quarter  of fiscal 2002 were less than in the prior year's first quarter.

     First  quarter segment profit increased $2.2 million from the corresponding
period  last year.  This improvement was due primarily to favorable raw material
costs, which have continued to fall throughout the past year.  In addition, last
year's  first quarter profit was reduced by $.6 million of goodwill amortization
expense.

                           LIQUIDITY AND CAPITAL RESOURCES

     The  Company  focuses on generating positive cash flows through operations.
Management  believes  the Company will continue to generate operating cash flows
through  its  mix  of  businesses  and  expects  that  short-term  and long-term
liquidity requirements will be met through a combination of operating cash flows
and  strategic  use  of  borrowings  under  committed  and  uncommitted  credit
arrangements.  Capital resources remained strong at December 31, 2001 with a net
worth  of  $403.2  million  and  a  long-term  debt to total capital ratio of 34
percent,  compared  to  corresponding  figures  for September 30, 2001 of $389.4
million  and  36 percent.  Working capital, excluding cash and cash equivalents,
was  up  to  $101.4 million at December 31, 2001 from $95.6 million at September
30,  2001.

     Although  net  earnings  for  the three months ended December 31, 2001 were
$4.1 million higher than in the first quarter of the prior year, cash flows from
operating  activities  were  lower.  The  most  significant  differences  in
reconciling items between the two periods were noncash goodwill amortization and
changes  in  accounts  payable.  As noted previously, the quarter ended December
31,  2000  included  $1.7  million  of  goodwill amortization expense while this
year's  first  quarter  had none.  Accounts payable dropped $32.0 million in the
current  year  quarter, from a relatively high $86.2 million to an unusually low
$54.2  million,  but  only  fell  $12.5  million  in  the  comparative  quarter.

     There  were  no  business acquisitions in the first quarter of fiscal 2002.
Cash  flows  for  the  second  quarter will reflect payment for Lofthouse Foods,
acquired  January  30,  2002  (see Note 12 in Item 1).  Capital expenditures for
fiscal 2002 are still expected to total approximately $35 million.  As discussed
below,  Ralcorp  has  adequate  capacity under current borrowing arrangements to
meet  these  cash  needs.

     During  the  three  months  ended December 31, 2001, the Company used $19.1
million of cash provided by operations to reduce its long-term debt.  On October
16,  2001,  the  Company entered into a $275 million revolving credit agreement.
Concurrently,  the  Company  repaid  and  terminated  its $125 million revolving
credit  agreement  (Credit  Agreement A) and its term loan (Credit Agreement B),
and the total amount available under uncommitted credit arrangements was reduced
from  $50.5  million to $35.0 million.  Total remaining availability at December
31,  2001  was  $112.2  million.

                                       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 grown, which has added to its competitive nature.
When  the  competition  focuses  on price/promotion, the environment for private


                                       10


label  producers  becomes  more  challenging.  Ralston  Foods  must  maintain an
effective  price gap between its quality private label cereal products and those
of  branded  cereal  producers, thereby providing the best value alternative for
the  consumer.  Increased  distribution,  including  new  co-manufacturing
opportunities,  new  product  emulations  and aggressive cost containment remain
important  goals  of  the  organization.

     The Company's cracker and cookie operation, Bremner, also conducts business
in  a highly competitive category.  Major branded competitors continue to market
and  promote  their  offerings  aggressively.  To a lesser extent, many smaller,
regional  branded and private label manufacturers provide additional competitive
pressures.  Bremner's  ability  to  maintain  a  sufficient  price  gap  between
products  of  branded  producers  and Bremner's private label emulations and its
ability 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.

DRESSINGS,  SYRUPS,  JELLIES  &  SAUCES

     The  Dressings,  Syrups,  Jellies & Sauces operation started fiscal 2002 in
transition.  The  consolidation  of  its  Baltimore  operation  into the Dunkirk
facility  was  completed  in January 2001.  A second plant closure, in San Jose,
CA,  was  recently  completed and all related production has been moved to other
Carriage  House  facilities.  As evidenced by first quarter results, the Company
expects  that  these  measures  will improve the profit contribution of Carriage
House,  with estimated annual cost savings of $5 million to $6 million, of which
$.8  million is noncash savings.  The acquisition of the wet products portion of
Torbitt  &  Castleman  on  January  31,  2001  has  provided Carriage House with
additional scale and manufacturing flexibility.  Carriage House plans to improve
performance  by  continuing  to  increase sales to new and existing customers by
integrating  product  offerings  and sales efforts of the combined organization.
In  addition,  capacity  rationalization,  further  cost  reductions,  and  the
capturing  of  additional  synergies  of  the  organizations will continue to be
critical  objectives.

     Carriage  House  currently sells product to a branded company under several
co-manufacturing  agreements,  the last of which expires in November 2002.  This
customer  plans  to  self-manufacture  in  the  future and has recently notified
Carriage  House  that  it  does  not  intend to renew these contracts upon their
expiration.  Although  the  loss  of this business, if not replaced, will have a
sizable  impact  on  reported net sales, the impact upon operating profit is not
expected  to  be  material.

SNACK  NUTS  &  CANDY

     The  outlook  for  the Snack Nuts & Candy segment remains favorable, as the
snack  nut  category continues to grow.  Cashew costs have trended down from the
significant  highs in fiscal 2000 and the Company 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  in  fiscal  2000  has  increased the scope of products
offered  by  the  segment.  Presently, the segment faces significant competition
from  branded  manufacturers  as  well  as  smaller  private  label and regional
producers.  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.

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


                                       11


it operates.  Management expects to continue to improve its business mix through
volume  and  profit  growth  of  existing  businesses,  as  well  as through key
acquisitions  or  alliances.  Management  will  continue  to  explore  those
acquisition  opportunities  that strategically fit with the Company's intentions
of  being  the  premier  provider  of  private  label,  or  value-oriented, food
products.

                  CAUTIONARY STATEMENT ON FORWARD-LOOKING STATEMENTS

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

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

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

(iii)  Significant  increases in the cost of certain raw materials (e.g., wheat,
soybean  oil,  various  nuts,  corn  syrup)  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
available  acquisition  candidates and negotiating satisfactory terms upon which
to  purchase  such  candidates;  and

(viii)  Presently, all of the interest on the Company's indebtedness is set on a
short-term  basis.  Consequently,  increases in interest rates will increase the
Company's  interest  expense.

                         RECENTLY ISSUED ACCOUNTING STANDARDS

     See  Note 2 in Item 1 for a discussion regarding recently issued accounting
standards,  including  FAS  142  and  EITF  00-10,  00-14,  and  00-25.


Item  3.     Quantitative  and  Qualitative  Disclosures  About  Market  Risk.

     Management  believes  there  have  been no material changes in the reported
market  risks  faced  by  the Company during the three months ended December 31,
2001.  For  additional  information,  refer  to  Item 7A of the Company's Annual
Report  on  Form  10-K  for  the  year  ended  September  30,  2001.


                                       12


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  January  31, 2002, the Registrant held its Annual Meeting of Shareholders at
which  the  following  three directors were elected Directors of the Registrant,
for  a  term of three years expiring at the Annual Meeting of Shareholders to be
held  in  2005,  or  when  their  successors  are  elected:

                                    Votes  For     Votes  Against/Withheld
                                    ----------     -----------------------
     David  R.  Banks               26,199,581            536,921
     M.  Darrell  Ingram            26,189,606            546,896
     David  W.  Kemper              25,879,441            857,061

In  addition,  the  following Directors continued in their terms of office after
the  meeting:  Jack W. Goodall; Richard A. Liddy; Joe R. Micheletto; and William
P.  Stiritz

At  the  same  Annual  Meeting  two  other  items  were  voted  upon:

1.  A proposal to approve the Registrant's 2002 Incentive Stock Plan passed with
the  following  votes:

     Votes  For     Votes  Against     Votes  Abstaining       Non-Votes
     ----------     --------------     -----------------     --------------
     22,506,541       2,066,650           113,821              2,049,490

2.  A Stockholder proposal regarding classification of the Registrant's Board of
Directors  was  not  approved.  The  Proposal  received  the  following  votes:

     Votes  For     Votes  Against     Votes  Abstaining       Non-Votes
     ----------     --------------     -----------------    --------------
     12,338,791       12,130,613          217,608              2,049,490

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

(a)     Exhibits

     None

(b)     Reports  on  Form  8-K

On October 17, 2001, the Registrant announced it entered into a new $275 million
three-year  Credit  Agreement.

On November 1, 2001, the Registrant announced its fourth quarter and fiscal year
2001  earnings.


                                   SIGNATURES

Pursuant  to  the  requirements  of  the  Securities  Exchange  Act of 1934, the
Registrant  has  duly  caused  this  report  to  be  signed on its behalf by the
undersigned  thereunto  duly  authorized.

                                       RALCORP  HOLDINGS,  INC.



                                       By:  /s/ T.  G.  Granneman
                                           --------------------------------
                                            T.  G.  Granneman
                                            Duly  Authorized  Signatory  and
February  14,  2002                         Chief  Accounting  Officer


                                       13