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  MARCH  31,  2002.

(  )     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                May 13, 2002
                                               29,953,589



                             RALCORP HOLDINGS, INC.

INDEX

PART  I.  FINANCIAL  INFORMATION                                            PAGE
                                                                            ----

Item  1.  Financial  Statements

     Consolidated  Statement  of  Earnings                                    1

     Consolidated  Balance  Sheet                                             2

     Consolidated  Statement  of  Cash  Flows                                 3

     Notes  to  Condensed Consolidated Financial Statements                   4

Item  2.  Management's  Discussion  and  Analysis  of  Financial
             Conditions  and  Results  of  Operations                         9

Item  3.  Quantitative  and  Qualitative  Disclosures
             About  Market  Risk                                             15


PART  II.  OTHER  INFORMATION

Item  5.  Other  Information                                                 15

Item  6.  Exhibits  and  Reports on Form 8-K                                 16







                                       (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     Six Months Ended
                                             March  31,            March  31,
                                         ------------------    ------------------
                                           2002      2001        2002      2001
                                         --------  --------    --------  --------
                                                             
Net Sales                                $ 313.5   $ 286.8     $ 638.6   $ 574.2
                                         --------  --------    --------  --------
Costs and Expenses
  Cost of products sold                    253.1     233.9       512.3     466.3
  Selling, general and administrative       41.5      39.4        80.7      75.2
  Interest expense, net                      1.6       4.2         3.5       8.8
  Plant closure and relocation costs           -        .9           -       1.4
  Merger termination fee, net of
    related expenses                           -         -           -      (4.2)
                                         --------  --------    --------  --------
      Total Costs and Expenses             296.2     278.4       596.5     547.5
                                         --------  --------    --------  --------
Earnings before Income Taxes
  and Equity Earnings                       17.3       8.4        42.1      26.7
Income Taxes                                 6.2       3.3        15.1      10.2
                                         --------  --------    --------  --------
Earnings before Equity Earnings             11.1       5.1        27.0      16.5
Equity in Earnings (Loss) of
  Vail Resorts, Inc., Net of
  Related Deferred Income Taxes              3.5       2.6          .4       (.1)
                                         --------  --------    --------  --------
Net Earnings                             $  14.6   $   7.7     $  27.4   $  16.4
                                         ========  ========    ========  ========

Basic Earnings per Share                 $   .49   $   .26     $   .91   $   .55
                                         ========  ========    ========  ========
Diluted Earnings per Share               $   .48   $   .26     $   .90   $   .55
                                         ========  ========    ========  ========

Weighted Average Shares for Basic EPS     29,931    29,881      29,921    29,870
Dilutive effect of assumed conversions:
    Stock options                            509       276         421       198
    Restricted stock awards                    1         -           1         -
                                         --------  --------    --------  --------
Weighted Average Shares for
 Diluted Earnings per Share               30,441    30,157      30,343    30,068
                                         ========  ========    ========  ========

See accompanying Notes to Condensed Consolidated Financial Statements.


                                            1







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

                                         March 31,   Sept. 30,
                                           2002        2001
                                         --------    --------
                                               
ASSETS
Current Assets
  Cash and cash equivalents              $    .4     $   3.9
  Receivables, net                          16.7         9.0
  Investment in Ralcorp Receivables Corp.   23.6        41.0
  Inventories                              149.9       164.1
  Deferred income taxes                      3.2         3.7
  Other current assets                       3.7         3.0
                                         --------    --------
    Total Current Assets                   197.5       224.7

Investment in Vail Resorts, Inc.            82.5        81.9
Property, Net                              282.9       287.4
Goodwill                                   248.5       209.5
Other Intangible Assets, Net                 6.5         8.1
Other Assets                                 8.6         6.3
                                         --------    --------
    Total Assets                         $ 826.5     $ 817.9
                                         ========    ========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
  Accounts payable                       $  58.1     $  86.2
  Other current liabilities                 41.7        39.0
                                         --------    --------
    Total Current Liabilities               99.8       125.2

Long-term Debt                             223.4       223.1
Deferred Income Taxes                       40.7        39.9
Other Liabilities                           44.3        40.3
                                         --------    --------
    Total Liabilities                      408.2       428.5
                                         --------    --------
Shareholders' Equity
  Common stock                                .3          .3
  Capital in excess of par value           109.9       109.9
  Retained earnings                        360.0       332.6
  Common stock in treasury, at cost        (51.2)      (51.9)
  Unearned portion of restricted stock       (.1)          -
  Accumulated other comprehensive loss       (.6)       (1.5)
                                         --------    --------
    Total Shareholders' Equity             418.3       389.4
                                         --------    --------
    Total Liabilities and
     Shareholders' Equity                $ 826.5     $ 817.9
                                         ========    ========

See accompanying Notes to Condensed Consolidated Financial Statements.


                                            2








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

                                                           Six Months Ended
                                                               March 31,
                                                         -------------------
                                                           2002       2001
                                                         --------   --------
                                                              
Cash Flows from Operations
  Net earnings                                           $  27.4    $  16.4
  Adjustments to reconcile net earnings to net
   Cash flow provided by operating activities:
    Depreciation and amortization                           16.8       20.1
    Equity in (earnings) loss of Vail Resorts, Inc.          (.6)        .2
    Deferred income taxes                                    1.7         .3
    Sale of receivables, net                                (2.2)         -
    Changes in operating assets and liabilities              5.6       11.3
                                                         --------   --------
    Net cash provided by operations                         48.7       48.3
                                                         --------   --------

Cash Flows from Investing Activities
  Business acquisitions, net of cash acquired              (52.4)     (55.6)
  Additions to property and intangible assets              (12.2)     (11.4)
  Proceeds from sale of property                            11.6         .5
                                                         --------   --------
    Net cash used by investing activities                  (53.0)     (66.5)
                                                         --------   --------

Cash Flows from Financing Activities
  Net borrowings under credit arrangements                    .3       17.3
  Proceeds from the exercise of stock options                 .5         .7
                                                         --------   --------
    Net cash provided by financing activities                 .8       18.0
                                                         --------   --------

Net Decrease in Cash and Cash Equivalents                   (3.5)       (.2)
Cash and Cash Equivalents, Beginning of Period               3.9        4.1
                                                         --------   --------

Cash and Cash Equivalents, End of Period                 $    .4    $   3.9
                                                         ========   ========

See accompanying Notes to Condensed Consolidated Financial Statements.


                                            3





                             RALCORP  HOLDINGS,  INC.
              NOTES  TO  CONDENSED  CONSOLIDATED  FINANCIAL  STATEMENTS
                                 MARCH  31,  2002
                                  (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,
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.  All 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  Company completed its transitional
goodwill  impairment  test  in  the  second  quarter.   While  this initial test
resulted  in  no impairment, the fair value of the Carriage House reporting unit
only slightly exceeded its carrying value.  In accordance with the provisions of
FAS 142,  the  Company  will  monitor  this  unit  closely  to determine whether
circumstances change that would reduce its fair value below its carrying amount.
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     Six Months Ended
                                           March 31,             March 31,
                                      ------------------    ------------------
                                        2002      2001        2002      2001
                                      --------  --------    --------  --------
                                                          
Reported net earnings                 $  14.6   $   7.7     $  27.4   $  16.4
Add back:  Goodwill amortization            -       1.6           -       3.0
Adjust:  Equity in earnings of Vail         -        .1           -        .3
                                      --------  --------    --------  --------
Adjusted net earnings                 $  14.6   $   9.4     $  27.4   $  19.7
                                      ========  ========    ========  ========
Basic earnings per share:
  Reported net earnings               $   .49   $   .26     $   .91   $   .55
  Add back:  Goodwill amortization          -       .05           -       .10
  Adjust:  Equity in earnings of Vail       -         -           -       .01
                                      --------  --------    --------  --------
  Adjusted net earnings               $   .49   $   .31     $   .91   $   .66
                                      ========  ========    ========  ========
Diluted earnings per share:
  Reported net earnings               $   .48   $   .26     $   .90   $   .55
  Add back:  Goodwill amortization          -       .05           -       .10
  Adjust:  Equity in earnings of Vail       -         -           -       .01
                                      --------  --------    --------  --------
  Adjusted net earnings               $   .48   $   .31     $   .90   $   .66
                                      ========  ========    ========  ========


                                            4




NOTE  3  -  ACQUISITION

On January 30, 2002,  the Company completed the purchase of 100% of the stock of
Lofthouse  Foods  Incorporated  for  approximately  $53 in cash obtained through
borrowings  from  the  Company's  revolving credit agreement.   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 combination of Lofthouse with Cascade,
acquired  in  2000,  gives  Ralcorp  a significant presence in this fast-growth,
higher-margin category.  Post-acquisition results of the operations of Lofthouse
are  included  in  Ralcorp's  Consolidated  Statement of Earnings.  The acquired
business,  with  approximately  $70 in annual sales, is reported in the Cereals,
Crackers  and  Cookies  segment.   The  purchase  price  allocation has not been
finalized,  pending  the  completion of appraisals of the acquired equipment and
the  "Lofthouse"  trade  name.   The  total  purchase price may also be adjusted
slightly  due  to  a  final  net  asset  adjustment and a payment related to the
Company's election under code section 338(h)(10) to treat this stock transaction
as  an  asset purchase for tax purposes.  Because of this election, goodwill and
other intangibles associated with this acquisition are expected to be deductible
for  tax  purposes.

On  January  31,  2001,  the  Company  purchased  Torbitt & Castleman (T&C)  and
post-acquisition  results  of  the  operations  of  T&C  are  included  in
Ralcorp's  Consolidated  Statement  of  Earnings.

The  following  pro  forma information presents the results of operations of the
Company  as though the acquisitions discussed above had been completed as of the
beginning  of  each  of the periods being reported on.  Pro forma adjustments to
earnings are net of income taxes at Ralcorp's rates and include actual Lofthouse
and  T&C  earnings  before  taxes,  additional interest expense and, in the 2001
periods,  amortization  of  related  goodwill  at  approximately  $.2 per month.



                                      Three Months Ended     Six Months Ended
                                           March 31,             March 31,
                                      ------------------    ------------------
                                        2002      2001        2002      2001
                                      --------  --------    --------  --------
                                                          
Net sales                             $ 321.3   $ 311.8     $ 664.5   $ 635.1
Net earnings                             15.4       7.9        27.6      15.4
Basic earnings per share                  .51       .26         .92       .52
Diluted earnings per share                .51       .26         .91       .51


NOTE  4  -  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.   For the three and six months ended
March 31, 2001, costs related to the Baltimore closure totaling $.9 and $1.4 are
included  on  the Statement of Earnings as "Plant closure and relocation costs."
Other  current  liabilities  included  reserves  as  follows:



                                                Sep. 30,   Amount   Mar. 31,
                                                  2001    Utilized    2002
                                                --------  --------  --------
                                                           
San Jose severance costs                         $   .2    $   .2    $    -
Other San Jose closure and relocation costs          .4        .4         -
                                                --------  --------  --------
                                                 $   .6    $   .6    $    -
                                                ========  ========  ========


                                            5





NOTE  5  -  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  6  -  COMPREHENSIVE  INCOME


                                      Three Months Ended     Six Months Ended
                                           March 31,             March 31,
                                      ------------------    ------------------
                                        2002      2001        2002      2001
                                      --------  --------    --------  --------
                                                          
Net earnings                          $  14.6   $   7.7     $  27.4   $  16.4
Other comprehensive income -
 Deferred gain (loss) on cash flow
  hedging instruments                      .1       (.2)         .9       (.1)
                                      --------  --------    --------  --------
Comprehensive income                  $  14.7   $   7.5     $  28.3   $  16.3
                                      ========  ========    ========  ========


NOTE  7  -  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.   The  receivables of newly-acquired Lofthouse are not included in the
agreement.  As of March 31, 2002, the outstanding balance of receivables (net of
an  allowance  for  doubtful  accounts)  sold  to RRC was $82.4 and net proceeds
received  were  $58.8,  resulting  in  a subordinated retained interest of $23.6
reflected  on  the  Company's  consolidated  balance  sheet as an "Investment in
Ralcorp Receivables Corp."  Discounts related to the sale of receivables totaled
$.3 and $.7 in the three and six months ended March 31, 2002 and are included on
the  statement  of  earnings  in "Selling, general and administrative" expenses.

NOTE  8  -  INVENTORIES  consisted  of  the  following:



                                      Mar. 31,   Sep. 30,
                                        2002       2001
                                      --------   --------
                                           
Raw materials and supplies            $  60.4    $  63.6
Finished products                        89.5      100.5
                                      --------   --------
                                      $ 149.9    $ 164.1
                                      ========   ========


                                            6





NOTE  9  -  PROPERTY,  NET  consisted  of  the  following:



                                      Mar. 31,   Sep. 30,
                                        2002       2001
                                      --------   --------
                                           
Property at cost                      $ 459.8    $ 450.2
Accumulated depreciation               (176.9)    (162.8)
                                      --------   --------
                                      $ 282.9    $ 287.4
                                      ========   ========


NOTE  10  -  GOODWILL

The  changes  in  the carrying amount of goodwill for the six months ended March
31,  2002  are  as  follows:



                                             Dressings,
                                 Cereals,    Syrups,
                                 Crackers    Jellies     Snack Nuts
                                 & Cookies   & Sauces    & Candy     Total
                                 ----------  ----------  ----------  ----------
                                                         
Balance, September 30, 2001       $   56.0    $   99.1    $   54.4    $  209.5
Goodwill acquired                     38.9           -           -        38.9
Adjustments                              -          .1           -          .1
                                 ----------  ----------  ----------  ----------
Balance, March 31, 2002           $   94.9    $   99.2    $   54.4    $  248.5
                                 ==========   =========  ==========  ==========


NOTE  11  -  OTHER  INTANGIBLE  ASSETS,  NET  consisted  of  the  following:



                                      Mar. 31,   Sep. 30,
                                        2002       2001
                                      --------   --------
                                           
Software                              $  21.6    $  21.4
Accumulated amortization                (15.1)     (13.3)
                                      --------   --------
                                      $   6.5    $   8.1
                                      ========   ========


Amortization  expense  related  to these assets was $1.8 and $2.1 during the six
months  ended  March 31, 2002 and 2001, respectively,  with $3.6, $3.4, $1.2 and
$.1  scheduled  for  the  years  ended September 30, 2002, 2003, 2004, and 2005,
respectively.

NOTE  12  -  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

                                            7






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:



                                        March 31, 2002      September 30, 2001
                                      ------------------    ------------------
                                      Balance     Rate      Balance     Rate
                                     ---------  ---------  --------- ---------
                                                         
$275 Revolving Credit Agreement       $ 200.0     2.984%    $     -      n/a
Credit Agreement A                          -      n/a         40.0     3.531%
Credit Agreement B                          -      n/a        160.0     4.611%
Uncommitted credit arrangements          17.3     2.450%       16.9     4.108%
Industrial Development Revenue Bond       5.6     1.480%        5.6     2.280%
Other                                      .5    Various         .6    Various
                                      --------              --------
                                      $ 223.4               $ 223.1
                                      ========              ========


NOTE  13  -  SEGMENT  INFORMATION

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



                                      Three Months Ended     Six Months Ended
                                           March 31,             March 31,
                                      ------------------    ------------------
                                        2002      2001        2002      2001
                                      --------  --------    --------  --------
                                                          
Net Sales
  Cereals                             $  78.8   $  79.3     $ 159.0   $ 155.5
  Crackers & Cookies                     86.3      63.9       157.1     129.9
  Dressings, Syrups, Jellies & Sauces   116.5     107.1       228.9     191.9
  Snack Nuts & Candy                     31.9      36.5        93.6      96.9
                                      --------  --------    --------  --------
  Total                               $ 313.5   $ 286.8     $ 638.6   $ 574.2
                                      ========  ========    ========  ========

Profit Contribution
  Cereals, Crackers & Cookies         $  17.7   $  14.1     $  36.7   $  30.3
  Snack Nuts & Candy                      2.9       2.3        10.7       7.9
  Dressings, Syrups, Jellies & Sauces     2.9        .2         6.3        .5
                                      --------  --------    --------  --------
    Total segment profit contribution    23.5      16.6        53.7      38.7
  Interest expense, net                  (1.6)     (4.2)       (3.5)     (8.8)
  Merger termination fee, net of
    related expenses                        -         -           -       4.2
  Unallocated corporate expenses         (4.6)     (4.0)       (8.1)     (7.4)
                                      --------  --------    --------  --------
  Earnings before income taxes
    and equity earnings               $  17.3   $   8.4     $  42.1   $  26.7
                                      ========  ========    ========  ========


                                            8








                                      Mar. 31,   Sep. 30,
                                        2002       2001
                                      --------   --------
                                           
Total Assets
  Cereals, Crackers & Cookies         $ 342.4    $ 295.2
  Dressings, Syrups, Jellies & Sauces   253.5      273.8
  Snack Nuts & Candy                     99.1      104.0
  Investment in Ralcorp Receivables
   Corporation                           23.6       41.0
  Investment in Vail Resorts, Inc.       82.5       81.9
  Other unallocated corporate assets     25.4       22.0
                                      --------   --------
  Total                               $ 826.5    $ 817.9
                                      ========   ========



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   Second quarter net sales grew 9 percent, from $286.8 million in
fiscal  2001 to $313.5 million in fiscal 2002.  About 80 percent of the increase
was  due  to  the  acquisitions  of  The  Torbitt  &  Castleman Company, LLC and
Lofthouse  Foods  Incorporated,  acquired  at the end of January, 2001 and 2002,
respectively.  Net sales for the first half grew 11 percent from the prior year,
about  two-thirds  of  which  was due to the acquisitions.  Refer to the segment
discussions  below  for  specific  factors  affecting  results.

     OPERATING  EXPENSES   For  the  three months ended March 31, 2002 and 2001,
cost  of  products  sold  was  80.7% and 81.6% of net sales, respectively, while
selling, general, and administrative expenses were 13.2% and 13.7% of net sales,
respectively.  The  six-month  period of fiscal 2002 showed similar improvements
from  the first half of fiscal 2001.  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 dropped to $1.6 million and $3.5
million  for  the  three and six months ended March 31, 2002, respectively, from
$4.2  million  and  $8.8 million in the corresponding periods of the prior year.
For  the  fiscal  2002  periods,  the  weighted  average  interest  rates on the
Company's debt, practically all of which incurs interest at variable rates, were
less  than  half of last year's average rates.  Another reason for the decreased
interest  expense  was lower debt levels in the current year, despite additional
borrowings to fund the Torbitt & Castleman and Lofthouse acquisitions in January
2001  and 2002, respectively.  On September 24, 2001, the Company entered into a
three-year  agreement to sell its trade accounts receivable on an ongoing basis,
and  Ralcorp  reduced  its  outstanding  debt  with approximately $60 million of
proceeds  from  this agreement.  Discounts related to this agreement totaled $.3
and  $.7  million  in  the  second  quarter  and  first  half  of  fiscal  2002,
respectively,  and  are  included  on  the Consolidated Statement of Earnings in
selling,  general  and administrative expenses.  If this transaction had not met
the  criteria  for  a sale as specified in FAS 140, Ralcorp would have accounted
for  the  transfer as a secured borrowing with pledge of collateral, wherein the
discount  amounts  would  have been classified as interest expense, the proceeds
received  would  have been recorded as short-term debt and the receivables would
have  remained  on  the  Company's  balance  sheet.

                                            9





     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 and six months ended March 31, 2001, costs related
to  the  Baltimore  closure totaling $.9 and $1.4, respectively, 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  4  to the financial
statements  in  Item  1  herein.

     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  second  quarter  ended March 31, 2002, this investment resulted in non-cash
pre-tax  earnings  of  $5.4 million ($3.5 million after taxes), compared to $4.0
million  ($2.6 million after taxes) for last year's second quarter.  Through six
months,  the  after-tax  equity  impact was $.4 million earnings and $.1 million
loss  for  fiscal  2002  and  2001,  respectively.

CEREALS,  CRACKERS  &  COOKIES

     Second  quarter  net sales for the Cereals, Crackers & Cookies segment were
up $21.9 million from last year due to additional sales from the Bremner cracker
and  cookie  division.  Through  six  months,  the segment's sales were up $30.7
million,  as the Ralston Foods cereal division and Bremner contributed increases
of  $3.5  million and $27.2 million, respectively.  While Bremner benefited from
the  acquired Lofthouse business, second quarter and first half sales volumes at
its  continuing  cookie businesses also grew significantly from last year due to
continued  expansion  with  existing  customers  and  additional  short-term and
long-term co-manufacturing business.  Cracker volumes were down slightly in both
periods  due  to lower demand for saltines.  At Ralston Foods, incremental sales
to  continuing  customers,  driven  by  several recent product introductions and
additional  distribution  of  established  items,  have  been  offset  by  price
concessions  and  volume  declines  in some lower margin products.  Ready-to-eat
cereal  volume  was  down  2  percent  from  last year's second quarter but up 1
percent  through  the  first six months.  Hot cereal volume was up 1 percent for
the  second  quarter  and  3  percent  for  the  first  half.

     Profit contribution for the Cereals, Crackers & Cookies segment improved 26
percent for the second quarter and 21 percent through six months, primarily as a
result  of  the  incremental  profit from Lofthouse and improved cereal profits.
The  segment  benefited from favorable cookie volumes, product mix, cereal plant
efficiencies,  and lower freight and energy costs, substantially offset by price
concessions  and  unfavorable ingredient costs.  In addition, last year's profit
for  the second quarter and first six months was reduced by $.7 million and $1.3
million  of  goodwill  amortization  expense,  respectively.  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.

                                            10





DRESSINGS,  SYRUPS,  JELLIES  &  SAUCES

     Second quarter and six-month net sales for the Company's Dressings, Syrups,
Jellies  &  Sauces segment, also known as Carriage House, increased $9.4 million
and  $37.0  million, respectively.  As noted previously, last year's comparative
results  include  only two months of sales from The Torbitt & Castleman Company,
LLC, acquired January 31, 2001.  While nearly all of this segment's sales growth
is  the result of incremental sales from Torbitt & Castleman, minor improvements
came  from  the  addition  of  new  customers  and increased business with major
continuing  customers.

     The segment's profit also increased from the comparable prior year periods,
improving $2.7 million for the quarter and $5.8 million for the six months ended
March 31.  While benefiting from the results of Torbitt & Castleman for the full
periods  in the current year, more than half of the improvements were the result
of the continuing cost reduction efforts begun during fiscal 2001, including two
plant  closures.  In  addition,  last  year's  profit for the second quarter and
first  six  months  was  reduced  by  $.7  million  and $1.2 million of goodwill
amortization expense, respectively.  These benefits were partially offset by raw
material  and  packing  supply cost increases, lower sales to a co-manufacturing
customer,  and  continued  pricing  pressures  in  the  current  year.

SNACK  NUTS  &  CANDY

     Second  quarter and six-month net sales for the Snack Nuts & Candy segment,
also  known as Nutcracker, declined 13 percent and 3 percent, respectively.  The
second  quarter  drop  was primarily the result of lower nut volumes to existing
customers,  as  well  as  continued  pricing  pressures  from  the  market.

     Despite  lower  sales,  second  quarter  and  six-month  segment  profit
contribution  increased  $.6  million  and  $2.8 million, respectively, from the
corresponding  periods  last  year.  This  improvement  was  primarily  due  to
favorable  ingredient  costs,  which  have continued to fall throughout the past
year.  In  addition,  last  year's  profit  for the second quarter and first six
months  was  reduced  by  $.6  million and $1.2 million of goodwill amortization
expense,  respectively.

                         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 March 31, 2002 with a net
worth  of  $418.3  million  and  a  long-term  debt to total capital ratio of 35
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  $97.3 million at March 31, 2002 from $95.6 million at September 30,
2001.

     Although  net earnings for the first half of fiscal 2002 were $11.0 million
higher  than  in  the  first  half  of the prior year, cash flows from operating
activities  were  up  only  slightly.  The  most  significant  differences  in
reconciling items between the two periods were noncash goodwill amortization and
changes  in  accounts payable.  As noted previously, earnings for the six months
ended  March 31, 2001 were reduced by $3.7 million ($3.0 million after taxes) of
goodwill  amortization  expense while this year's first half had none.  Accounts
payable  dropped  $31.9  million  in  the first six months of fiscal 2002 from a
relatively high $86.2 million at September 30, 2001, but only fell $18.2 million
in the comparative period.  Other factors include an increase in deferred income
taxes,  a  decrease  in  inventories,  and  increases  in  other  liabilities.

                                            11





     Payments  for  Lofthouse  Foods, acquired January 30, 2002, were similar to
the  amount paid for Torbitt & Castleman in January 2001.  The amount of capital
spending  is also similar to the prior year-to-date period and is still expected
to total approximately $35 million by the end of fiscal 2002.  During the second
quarter  of 2002, Ralcorp received over $10 million of proceeds from the sale of
its  San  Jose  facility  with  no  material  gain  or  loss.

     Despite  the  acquisition  of  Lofthouse,  total outstanding long-term debt
increased only $.3 million from September 30, 2001 to March 31, 2002, since cash
flows  from  operations  during the period nearly offset the purchase price.  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  March  31,  2002  was  $92.7  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
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  and  improved  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 and 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.  The  Company  is  working  to  realize  synergies  through  the
combination  of  Lofthouse  with  Cascade, which has given Bremner a significant
presence  in  the  in-store  bakery  cookie category.  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  completed in January 2002 and all related production has been moved to
other  Carriage  House  facilities.  As  evidenced  by current year 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's  competitors,  both  large and small, continue to be very
aggressive  on  pricing.  The  division  plans to improve performance by further
increasing  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 component businesses will continue to be critical objectives.

                                            12





     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 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.

     The cost of peanuts, a major ingredient for Carriage House (peanut butter),
could  be  favorably  impacted by the farm bill which was signed into law in May
2002.  The  benefit  to  the Company, if any, cannot be determined at this time.

     As  discussed  in  Note  2  to the financial statements in Item 1, the fair
value  of  the Carriage House reporting unit only slightly exceeded its carrying
value  as of October 1, 2001.  In accordance with the provisions of FAS 142, the
Company will monitor this unit closely to determine whether circumstances change
that  would  reduce its fair value below its carrying amount.  For example, fair
value would be diminished if the forecasted benefits of the cost reduction plans
discussed above are not realized and the unit is not able to achieve its planned
results.  Other  critical  factors are listed below in the "Cautionary Statement
on  Forward-Looking  Statements."  If  the  fair  value drops below the carrying
value,  Carriage  House goodwill would likely be impaired and an impairment loss
would  be  recorded  immediately  as  a  charge  against  earnings.

SNACK  NUTS  &  CANDY

     Snack  nuts  and  candy  continue  to be very competitive categories.  This
segment  of  Ralcorp faces significant competition from branded manufacturers as
well  as  private  label and regional producers.  Recently, competitive bids for
store brand customer business have resulted in either loss of margins or loss of
customers  to  competitors.  Management expects this margin pressure to continue
into  the foreseeable future.  The segment will continue to focus on maintaining
its  customer  base  and  the  quality  of  its  products.

     The segment has recently benefited from lower raw material costs.  The cost
of  cashews,  a  major  ingredient,  has  trended down from significant highs in
fiscal  2000  but  now appears to have stabilized.  As discussed above, the 2002
farm  bill could also have a favorable impact on this segment's peanut costs and
profitability.

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 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.


                      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.


                      CRITICAL ACCOUNTING POLICIES AND ESTIMATES

     The  following  discussion  in  new to Ralcorp's financial reporting and is
presented  pursuant  to  the  United States Securities and Exchange Commission's
Financial  Reporting  Release  No.  60,  "Cautionary Advice Regarding Disclosure
About  Critical  Accounting Policies."  The policies below are both important to
the  presentation  of  the Company's financial condition and results and require
management's  most  difficult,  subjective  or  complex  judgments.

                                            13





     Under  generally  accepted  accounting  principles  in  the  United States,
Ralcorp  makes  estimates  and  assumptions  that impact the reported amounts of
assets,  liabilities,  revenues,  and  expenses  as  well  as  the disclosure of
contingent  liabilities.  The  Company bases estimates on past experience and on
various  other  assumptions  that  are  believed  to  be  reasonable  under  the
circumstances.  Those  estimates  form  the  basis  for  making  judgments about
carrying  values  of  assets  and liabilities that are not readily apparent from
other  sources.  Actual  results may differ from these estimates under different
assumptions  or  conditions.

     Ralcorp  records  estimated  reductions  to  revenue for customer incentive
offerings.  Should  a  greater  proportion  of  customers redeem incentives than
estimated  by  the  Company,  additional  reductions to revenue may be required.

     Inventories  are  valued at the lower of cost or market value and have been
reduced  by  an  allowance  for  obsolete  product and packaging materials.  The
estimated  allowance  is  based  on  management's  review of inventories on hand
compared  to  estimated future usage and sales.  If market conditions and actual
demands  are  less  favorable  than  those  projected  by management, additional
inventory  write-downs  may  be  required.

     Management  reviews long-lived assets, including leasehold improvements and
property  and  equipment,  for impairment whenever events or changes in business
circumstances  indicate  that the carrying amount of the assets may not be fully
recoverable.  Long-lived  assets  to be disposed of are reported at the lower of
the  carrying  amount  or  fair  value  less  the  cost  to  sell.

     Goodwill  represents the excess of the cost of acquired businesses over the
fair  market  value  of  their identifiable net assets.  In the first quarter of
fiscal  2002, Ralcorp adopted FAS 142, which requires that the Company no longer
amortize  goodwill  but  review  for  impairment on a regular basis.  During the
second  quarter  of  fiscal  2002, Ralcorp completed its transitional impairment
tests  which  resulted  in no impairment.  The goodwill impairment test requires
the  Company  to  estimate  the  fair value of its businesses, for which Ralcorp
utilizes  discounted  cash  flow  analyses  based  on  projected  cash  flows.

     Pension assets and liabilities are determined on an actuarial basis and are
affected  by the estimated market-related value of plan assets, estimates of the
expected return on plan assets, discount rates and other assumptions inherent in
these  valuations.  The  Company reviews annually the assumptions underlying the
actuarial  calculations and makes changes to these assumptions, based on current
market  conditions,  as  necessary.  Actual  changes in the fair market value of
plan  assets  and  differences  between the actual return on plan assets and the
expected  return  on  plan  assets  will  affect  the  amount of pension expense
(income)  ultimately recognized.  The other postretirement benefits liability is
also  determined  on an actuarial basis and is affected by assumptions including
the  discount  rate  and  expected  trends  in healthcare costs.  Changes in the
discount  rate and differences between actual and expected healthcare costs will
affect  the  recorded  amount  of  other  postretirement  benefits  expense.
Liabilities  for  workers'  compensation  and  accrued  health  care  costs  are
estimated  based  on  historical  experience  and  expected  trends.


               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;

                                            14





(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;

(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;  and

(ix)  If  actual or forecasted cash flows of any reporting unit deteriorate such
that  its  fair  value  falls below its carrying value, goodwill would likely be
impaired  and  an  impairment  loss  would  be  recorded immediately as a charge
against  earnings.


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 six months ended March 31, 2002.
For  additional  information, refer to Item 7A of the Company's Annual Report on
Form  10-K  for  the  year  ended  September  30,  2001.

PART  II.  OTHER  INFORMATION

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

Item  5.  Other  Information

None


                                            15






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

(a)     Exhibits

10.1  2002  Restricted  Stock  Award  Agreement  with  William P. Stiritz
      Granted January  2,  2002

10.2  Form of 2002 Non-Qualified Stock Option Agreement

(b)     Reports  on  Form  8-K

On  January  3,  2002  the Company announced it had entered into an agreement to
purchase  Lofthouse  Foods  Incorporated.

On  January  30, 2002 the Registrant announced the completion of its purchase of
Lofthouse  Foods  Incorporated.

On  January  31,  2002 the Registrant announced its 2002 first quarter earnings.

On  January  31,  2002  the Registrant announced the results of its shareholders
meeting.




                                   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



May  15,  2002

























                                            16






                      Exhibit Index


Exhibit                Description
-------                -----------

10.1     2002  Restricted  Stock  Award  Agreement  with  William P. Stiritz
         Granted January  2,  2002

10.2     Form of 2002 Non-Qualified Stock Option Agreement