SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

(Mark  One)

(X)  QUARTERLY  REPORT  PURSUANT  TO  SECTION  13  OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 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                 August 12, 2002
                                                   30,026,251




                             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                      9

Item  3.  Quantitative  and  Qualitative  Disclosures
          About  Market  Risk                                         16


PART  II.  OTHER  INFORMATION

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    Nine Months Ended
                                            June 30,              June 30,
                                        ------------------    ------------------
                                          2002      2001        2002      2001
                                        --------  --------    --------  --------
                                                            
Net Sales                               $ 314.9   $ 289.9     $ 953.5   $ 864.1
                                        --------  --------    --------  --------
Costs and Expenses
  Cost of products sold                   251.5     233.5       763.8     699.8
  Selling, general and administrative      41.3      38.8       122.0     114.0
  Interest expense, net                     1.2       3.9         4.7      12.7
  Plant closure and relocation costs          -        .2           -       1.6
  Merger termination fee, net of
   related expenses                           -         -           -      (4.2)
                                        --------  --------    --------  --------
    Total Costs and Expenses              294.0     276.4       890.5     823.9
                                        --------  --------    --------  --------
Earnings before Income Taxes
  and Equity Earnings                      20.9      13.5        63.0      40.2
Income Taxes                                7.6       5.1        22.7      15.3
                                        --------  --------    --------  --------
Earnings before Equity Earnings            13.3       8.4        40.3      24.9
Equity in earnings of
  Vail Resorts, Inc., net of
  Related Deferred Income Taxes             4.8       6.0         5.2       5.9
                                        --------  --------    --------  --------
Net Earnings                            $  18.1   $  14.4     $  45.5   $  30.8
                                        ========  ========    ========  ========

Basic Earnings per Share                $   .60   $   .48     $  1.52   $  1.03
                                        ========  ========    ========  ========
Diluted Earnings per Share              $   .59   $   .48     $  1.49   $  1.03
                                        ========  ========    ========  ========
Weighted average shares for basic EPS    29,980    29,908      29,941    29,883
Dilutive effect of assumed conversions:
  Stock options                             600       153         480       183
  Restricted stock awards                     1         -           1         -
                                        --------  --------    --------  --------
Weighted average shares for
 diluted earnings per share              30,581    30,061      30,422    30,066
                                        ========  ========    ========  ========

See  accompanying  Notes  to  Condensed  Consolidated  Financial  Statements.


                                       1





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

                                                  June 30,   Sept. 30,
                                                    2002       2001
                                                 ---------   ---------
                                                        
ASSETS
Current Assets
  Cash and cash equivalents                       $   2.3     $   3.9
  Receivables, net                                   10.4         9.0
  Investment in Ralcorp Receivables Corp.            23.0        41.0
  Inventories                                       139.3       164.1
  Deferred income taxes                               3.3         3.7
  Other current assets                                3.0         3.0
                                                 ---------   ---------
    Total Current Assets                            181.3       224.7

Investment in Vail Resorts, Inc.                     89.8        81.9
Property, Net                                       284.0       287.4
Goodwill                                            246.5       209.5
Other Intangible Assets, Net                          5.9         8.1
Other Assets                                          8.5         6.3
                                                 ---------   ---------
    Total Assets                                  $ 816.0     $ 817.9
                                                 =========   =========

LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
  Accounts payable                                $  65.1     $  86.2
  Other current liabilities                          43.8        39.0
                                                 ---------   ---------
    Total Current Liabilities                       108.9       125.2

Long-term Debt                                      179.9       223.1
Deferred Income Taxes                                43.3        39.9
Other Liabilities                                    46.2        40.3
                                                 ---------   ---------
    Total Liabilities                               378.3       428.5
                                                 ---------   ---------
Shareholders' Equity
  Common stock                                         .3          .3
  Capital in excess of par value                    110.0       109.9
  Retained earnings                                 378.1       332.6
  Common stock in treasury, at cost                 (49.9)      (51.9)
  Unearned portion of restricted stock                (.1)          -
  Accumulated other comprehensive loss                (.7)       (1.5)
                                                 ---------   ---------
    Total Shareholders' Equity                      437.7       389.4
                                                 ---------   ---------
    Total Liabilities and Shareholders' Equity    $ 816.0     $ 817.9
                                                 =========   =========

See  accompanying  Notes  to  Condensed  Consolidated  Financial  Statements.



                                       2






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

                                                    Nine Months Ended
                                                         June 30,
                                                   -------------------
                                                     2002       2001
                                                   --------   --------
                                                        
Cash Flows from Operations
  Net earnings                                     $  45.5    $  30.8
  Adjustments to reconcile net earnings to net
   cash flow provided by operating activities:
    Depreciation and amortization                     25.7       30.8
    Equity in earnings of Vail Resorts, Inc.          (8.0)      (9.1)
    Deferred income taxes                              4.2        4.4
    Sale of receivables, net                          (6.1)         -
    Changes in operating assets and liabilities       39.0        7.5
                                                   --------   --------
    Net cash provided by operations                  100.3       64.4
                                                   --------   --------

Cash Flows from Investing Activities
  Business acquisitions, net of cash acquired        (52.1)     (55.6)
  Additions to property and intangible assets        (20.2)     (25.2)
  Proceeds from sale of property                      12.0         .6
                                                   --------   --------
    Net cash used by investing activities            (60.3)     (80.2)
                                                   --------   --------

Cash Flows from Financing Activities
  Net borrowings under credit arrangements           (43.2)      13.9
  Proceeds from the exercise of stock options          1.6         .7
                                                   --------   --------
    Net cash provided by financing activities        (41.6)      14.6
                                                   --------   --------

Net Decrease in Cash and Cash Equivalents             (1.6)      (1.2)
Cash and Cash Equivalents, Beginning of Period         3.9        4.1
                                                   --------   --------

Cash and Cash Equivalents, End of Period           $   2.3    $   2.9
                                                   ========   ========

See  accompanying  Notes  to  Condensed  Consolidated  Financial  Statements.



                                       3





                              RALCORP HOLDINGS, INC.
                NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2002
                                   (Unaudited)
                     (Dollars in millions except per share data)

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 earnings of Vail (net of tax effects) to exclude
Vail's  goodwill  amortization  expense.



                                      Three Months Ended    Nine Months Ended
                                           June 30,              June 30,
                                      ------------------    ------------------
                                        2002      2001        2002      2001
                                      --------  --------    --------  --------
                                                          
Reported net earnings                 $  18.1   $  14.4     $  45.5   $  30.8
Add back:  Goodwill amortization            -       1.6           -       4.6
Adjust:  Equity in earnings of Vail         -        .1           -        .4
                                      --------  --------    --------  --------
Adjusted net earnings                 $  18.1   $  16.1     $  45.5   $  35.8
                                      ========  ========    ========  ========
Basic earnings per share:
  Reported net earnings               $   .60   $   .48     $  1.52   $  1.03
  Add back:  Goodwill amortization          -       .06           -       .16
  Adjust:  Equity in earnings of Vail       -         -           -       .01
                                      --------  --------    --------  --------
  Adjusted net earnings               $   .60   $   .54     $  1.52   $  1.20
                                      ========  ========    ========  ========

Diluted earnings per share:
  Reported net earnings               $   .59   $   .48     $  1.49   $  1.03
  Add back:  Goodwill amortization          -       .06           -       .16
  Adjust:  Equity in earnings of Vail       -         -           -       .01
                                      --------  --------    --------  --------
  Adjusted net earnings               $   .59   $   .54     $  1.49   $  1.20
                                      ========  ========    ========  ========


                                       4





FAS  143,  "Accounting  for  Asset  Retirement  Obligations,"  is  effective for
financial statements issued for fiscal years beginning after June 15, 2002.  FAS
143  addresses  financial  accounting  and  reporting  for  legal  obligations
associated  with the retirement of tangible long-lived assets and the associated
asset  retirement  costs.  The  Company  does not currently have any obligations
falling  under the scope of FAS 143, and therefore does not believe its adoption
will  have  a material impact on its financial position, earnings or cash flows.

FAS  144,  "Accounting  for the Impairment or Disposal of Long-Lived Assets," is
effective  for  financial  statements  issued  for  fiscal years beginning after
December  15,  2001, and interim periods within those years.  FAS 144 supersedes
FAS  121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets  to  Be  Disposed  Of,"  but retains the requirements to (a) recognize an
impairment  loss  only  if  the  carrying  amount  of  a long-lived asset is not
recoverable  from its undiscounted cash flows and (b) measure an impairment loss
as  the difference between the carrying amount and fair value of the asset.  The
Company does not expect the adoption of FAS 144 to have a material impact on its
financial  position,  earnings  or  cash  flows.

FAS  145,  "Rescission  of  FASB Statements No. 4, 55, and 64, Amendment of FASB
Statement  No.  13,  and  Technical Corrections," is generally effective for the
Company  for  fiscal year 2003.  The Company does not expect the adoption of FAS
145 to have a material impact on its financial position, earnings or cash flows.

FAS  146,  "Accounting  for  Costs Associated with Exit or Disposal Activities,"
addresses  financial  accounting and reporting for costs associated with exit or
disposal  activities and nullifies EITF 94-3, "Liability Recognition for Certain
Employee  Termination  Benefits  and  Other Costs to Exit an Activity (including
Certain  Costs Incurred in a Restructuring)."  FAS 146 requires that a liability
for  a  cost associated with an exit or disposal activity be recognized when the
liability  is  incurred  rather than at the date of an entity s commitment to an
exit  plan.  Costs  covered  by the standard include lease termination costs and
certain  employee  severance  costs  that  are  associated with a restructuring,
discontinued  operation, plant closing, or other exit or disposal activity.  FAS
146  is  to  be  applied  prospectively to exit or disposal activities initiated
after December 31, 2002.  The Company does not expect the adoption of FAS 146 to
have  a  material  impact  on  its  financial  position, earnings or cash flows.

NOTE  3  -  ACQUISITION

On January 30, 2002,  the Company completed the purchase of 100% of the stock of
Lofthouse Foods Incorporated  for $52.8 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  an  appraisal  of  the  "Lofthouse" trade name.   The total
purchase  price  will  also  be  adjusted  slightly due to an additional 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 reported periods. 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.

                                       5







                                      Three Months Ended    Nine Months Ended
                                           June 30,              June 30,
                                      ------------------    ------------------
                                        2002      2001        2002      2001
                                      --------  --------    --------  --------
                                                          
Net sales                             $ 314.9   $ 306.7     $ 979.3   $ 942.0
Net earnings                             18.1      14.4        45.7      29.7
Basic earnings per share                  .60       .48        1.53       .99
Diluted earnings per share                .59       .48        1.50       .99


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 nine months ended
June  30,  2001,  costs  related  to  these  closures  totaling $.2 and $1.6 are
included  on  the Statement of Earnings as "Plant closure and relocation costs."
On  the Balance Sheet, "Other current liabilities" included reserves as follows:



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


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  -  EQUITY  IN  EARNINGS  OF  VAIL  RESORTS,  INC.

In  June  2002,  Vail  Resorts  changed  its  revenue  recognition policy and is
restating  Historical  results to reflect the new policy. Based upon restatement
data  Provided  to  Ralcorp  by  Vail Resorts, Ralcorp's share of the cumulative
effect  of  the Change through June 30, 2002, was a reduction of equity earnings
of $3.2 million ($2.1 million net of related deferred income taxes), or $.07 per
diluted  share.  Ralcorp adjusted its equity earnings and related investment and
deferred  tax balances to reflect the full impact in the third quarter of fiscal
2002.

                                       6





NOTE  7  -  COMPREHENSIVE  INCOME


                                      Three Months Ended    Nine Months Ended
                                           June 30,              June 30,
                                      ------------------    ------------------
                                        2002      2001        2002      2001
                                      --------  --------    --------  --------
                                                          
Net earnings                          $  18.1   $  14.4     $  45.5   $  30.8
Other comprehensive income -
  Deferred (loss) gain on cash flow
  hedging instruments                     (.1)      (.1)         .8       (.2)
                                      --------  --------    --------  --------
Comprehensive income                  $  18.0   $  14.3     $  46.3   $  30.6
                                      ========  ========    ========  ========


NOTE  8  -  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 June 30, 2002, the outstanding balance of receivables (net of
an  allowance  for  doubtful  accounts)  sold  to RRC was $77.9 and net proceeds
received  were  $54.9,  resulting  in  a subordinated retained interest of $23.0
reflected  on  the  Company's  consolidated  balance  sheet as an "Investment in
Ralcorp Receivables Corp."  Discounts related to the sale of receivables totaled
$.2 and $.9 in the three and nine months ended June 30, 2002 and are included on
the  statement  of  earnings  in "Selling, general and administrative" expenses.

NOTE  9  -  INVENTORIES  consisted  of  the  following:



                                      June 30,   Sep. 30,
                                        2002       2001
                                      --------   --------
                                           
Raw materials and supplies            $  55.9    $  63.6
Finished products                        83.4      100.5
                                      --------   --------
                                      $ 139.3    $ 164.1
                                      ========   ========


NOTE  10  -  PROPERTY,  NET  consisted  of  the  following:



                                      June 30,   Sep. 30,
                                        2002       2001
                                      --------   --------
                                           
Property at cost                      $ 468.6    $ 450.2
Accumulated depreciation               (184.6)    (162.8)
                                      --------   --------
                                      $ 284.0    $ 287.4
                                      ========   ========



                                       7




NOTE  11  -  GOODWILL

The  changes  in  the  carrying  amount  of  goodwill  for the nine months ended
June  30,  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                36.9           -           -        36.9
Adjustments                         -          .1           -          .1
                             ----------  ----------  ----------  ----------
Balance, June 30, 2002       $   92.9    $   99.2    $   54.4    $  246.5
                             ==========  ==========  ==========  ==========


NOTE  12  -  OTHER  INTANGIBLE  ASSETS,  NET  consisted  of  the  following:



                                       June 30,   Sep. 30,
                                         2002       2001
                                       --------   --------
                                            
Software                               $  21.8    $  21.4
Accumulated amortization                 (15.9)     (13.3)
                                       --------   --------
                                       $   5.9    $   8.1
                                       ========   ========


Amortization  expense  related to these assets was $2.6 and $3.2 during the nine
months  ended  June 30, 2002 and 2001, respectively,  with $3.6, $3.4, $1.2  and
$.3  scheduled  for  the  years  ended September 30, 2002, 2003, 2004, and 2005,
respectively.

NOTE  13  -  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:



                                        June 30, 2002      September 30, 2001
                                      ------------------   ------------------
                                       Balance    Rate      Balance    Rate
                                      ---------  -------   ---------  -------
                                                          
$275 Revolving Credit Agreement        $ 165.0    2.972%    $     -     n/a
Credit Agreement A                           -     n/a         40.0    3.531%
Credit Agreement B                           -     n/a        160.0    4.611%
Uncommitted credit arrangements            8.9    2.700%       16.9    4.108%
Industrial Development Revenue Bond        5.6    1.370%        5.6    2.280%
Other                                       .4   Various         .6   Various
                                      ---------            ---------
                                       $ 179.9              $ 223.1
                                      =========            =========

                                       8





NOTE  14  -  SEGMENT  INFORMATION

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



                                      Three Months Ended    Nine Months Ended
                                           June 30,              June 30,
                                      ------------------    ------------------
                                        2002      2001        2002      2001
                                      --------  --------    --------  --------
                                                          
Net Sales
  Cereals                             $  76.5   $  74.2     $ 235.5   $ 229.7
  Crackers & Cookies                     87.2      61.6       244.3     191.5
  Dressings, Syrups, Jellies & Sauces   114.4     113.4       343.3     305.3
  Snack Nuts & Candy                     36.8      40.7       130.4     137.6
                                      --------  --------    --------  --------
  Total                               $ 314.9   $ 289.9     $ 953.5   $ 864.1
                                      ========  ========    ========  ========

Profit Contribution
  Cereals, Crackers & Cookies         $  17.5   $  13.1     $  54.2   $  43.4
  Dressings, Syrups, Jellies & Sauces     4.1       3.0        10.4       3.5
  Snack Nuts & Candy                      4.0       3.4        14.7      11.3
                                      --------  --------    --------  --------
    Total segment profit contribution    25.6      19.5        79.3      58.2
  Interest expense, net                  (1.2)     (3.9)       (4.7)    (12.7)
  Merger termination fee, net of
    related expenses                        -         -           -       4.2
  Unallocated corporate expenses         (3.5)     (2.1)      (11.6)     (9.5)
                                      --------  --------    --------  --------
  Earnings before income taxes
   and equity earnings                $  20.9   $  13.5     $  63.0   $  40.2
                                      ========  ========    ========  ========




                                      June 30,  Sep. 30,
                                        2002      2001
                                      --------  --------
                                          
Total Assets
  Cereals, Crackers & Cookies         $ 335.7   $ 295.2
  Dressings, Syrups, Jellies & Sauces   246.1     273.8
  Snack Nuts & Candy                     98.9     104.0
  Investment in Ralcorp Receivables
   Corporation                           23.0      41.0
  Investment in Vail Resorts, Inc.       89.8      81.9
  Other unallocated corporate assets     22.5      22.0
                                      --------  --------
  Total                               $ 816.0   $ 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.


                                       9





                                RESULTS OF OPERATIONS

CONSOLIDATED

     NET  SALES   Third quarter net sales grew 9 percent, from $289.9 million in
fiscal  2001 to $314.9 million in fiscal 2002.  About 78 percent of the increase
was due to the acquisition of Lofthouse Foods Incorporated, acquired January 30,
2002.  Net  sales for the first nine months grew 10 percent from the prior year,
about  two-thirds of which is attributable to the acquisitions of Lofthouse and,
on  January  31,  2001,  The  Torbitt & Castleman Company.  Refer to the segment
discussions  below  for  specific  factors  affecting  results.

     OPERATING  EXPENSES   For  the  three  months ended June 30, 2002 and 2001,
cost  of  products  sold  was  79.9% and 80.5% of net sales, respectively, while
selling, general, and administrative expenses were 13.1% and 13.4% of net sales,
respectively.  The  nine-month period of fiscal 2002 showed similar improvements
from  the  first  nine  months  of  fiscal  2001.  These improvements are mainly
attributable  to  certain favorable raw material costs, cost reduction programs,
and  the  adoption  of  FAS 142, as further described in the segment discussions
below.  Specifically, note that earnings for the nine months ended June 30, 2001
were reduced by $5.8 million ($4.7 million after taxes) of goodwill amortization
expense  while  this  year  had  none.

     INTEREST  EXPENSE,  NET  Interest  expense dropped to $1.2 million and $4.7
million  for  the  three and nine months ended June 30, 2002, respectively, from
$3.9  million  and $12.7 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
about  half  of last year's average rates. In addition, Ralcorp has been able to
reduce its debt levels during the past year as cash from operations has exceeded
cash  needs  for  business  acquisitions  and  capital expenditures. Further, 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 $.2 million and $.9 million in the
third  quarter  and  first  nine  months  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.

     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 nine months ended June 30, 2001, costs related
to  the  Baltimore  closure totaling $.2 million and $1.6 million, 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.


                                       10





     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 quarters.  For
the  third  quarter  ended  June  30, 2002, this investment resulted in non-cash
pre-tax  earnings  of  $7.4 million ($4.8 million after taxes), compared to $9.3
million  ($6.0 million after taxes) for last year's third quarter.  Through nine
months,  after-tax  equity  earnings  were $5.2 million for fiscal 2002 and $5.9
million for fiscal 2001.  These reported results include a cumulative adjustment
in  the  third  quarter of fiscal 2002 to reflect a restatement of Vail Resorts'
net  income  due  to  a  change  in  its revenue recognition policy.  Based upon
restatement  data  provided  to  Ralcorp by Vail Resorts, Ralcorp's share of the
cumulative  effect  of  the change from January 1997 through June 30, 2002 was a
reduction  of  equity  earnings  of  $3.2  million  ($2.1 million net of related
deferred  income  taxes),  or  $.07 per diluted share.  Because the amounts were
immaterial  to  any  single  reporting period and in total, the Company chose to
reflect  the  entire  impact  in  the  third  quarter of fiscal 2002 rather than
restate  its  historical  financial  statements.

CEREALS,  CRACKERS  &  COOKIES

     Third quarter net sales for the Cereals, Crackers & Cookies segment were up
$27.9 million from last year, primarily due to additional sales from the Bremner
cracker  and  cookie division.  Through nine months, the segment's sales were up
$58.6  million,  as  the  Ralston  Foods cereal division and Bremner contributed
increases  of  $5.8  million  and  $52.8  million,  respectively.  While Bremner
benefited  from  the  acquired  Lofthouse business, third quarter and first nine
months  sales  volumes  and  net  sales at its other cookie businesses also grew
about  25  percent from last year as a result of ongoing 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 existing customers, driven by
several  recent product introductions and additional distribution of established
items, have been offset partially by price concessions and less co-manufacturing
business.  Ready-to-eat  cereal  volume  was up 3 percent from last year's third
quarter  and  up 2 percent through the first nine months.  Hot cereal volume was
up  10  percent  for  the third quarter and 4 percent for the first nine months.

     Profit  contribution  for  the Cereals, Crackers & Cookies segment improved
more  than  33 percent for the third quarter and 24 percent through nine months,
primarily  as  a  result  of  the incremental profit from Lofthouse and improved
cereal  profits.  The  segment  benefited  from  favorable  volumes,  plant
efficiencies,  and  lower  freight  and  energy costs, offset partially by price
concessions and lower co-manufacturing margins.  In addition, last year's profit
for  the third quarter and first nine months was reduced by $.6 million and $1.9
million  of  goodwill  amortization  expense,  respectively.

DRESSINGS,  SYRUPS,  JELLIES  &  SAUCES

     Third quarter and nine-month net sales for the Company's Dressings, Syrups,
Jellies  &  Sauces segment, also known as Carriage House, increased $1.0 million
and  $38.0  million,  respectively.  As noted previously, last year's nine-month
results  include  only  five  months of sales from Torbitt & Castleman, acquired
January  31,  2001.  The  addition  of new customers and increased business with
major existing customers also contributed to this segment's sales growth but was
partially  offset  by  a  reduction  of volume with a co-manufacturing customer.

     The segment's profit also increased from the comparable prior year periods,
improving  $1.1  million  for  the  quarter and $6.9 million for the nine months
ended  June  30.  Approximately  one  fourth  of  the  nine-month  increase  is
attributable  to  the additional four months of results from Torbitt & Castleman
in  the  current  year.  The  segment  also  benefited  from the continuing cost
reduction  efforts  begun  during fiscal 2001, including two plant closures.  In


                                       11





addition,  last  year's  profit  for the third quarter and first nine months was
reduced  by  $.9  million  and  $2.1  million  of goodwill amortization expense,
respectively.  These benefits were offset partially by ingredient cost increases
and  continued  pricing  pressures  in  the  current  year.

SNACK  NUTS  &  CANDY

     Third  quarter and nine-month net sales for the Snack Nuts & Candy segment,
also  known as Nutcracker, declined 10 percent and 5 percent, respectively.  The
third  quarter  drop  was  primarily  the  result  of  the loss of several major
customers  in  competitive  bidding.

     Despite  lower  sales,  third  quarter  and  nine-month  segment  profit
contribution  increased  $.6  million  and  $3.4 million, respectively, from the
corresponding  periods  last  year.  This is attributable primarily to favorable
ingredient  costs,  which  have  continued to fall throughout the past year.  In
addition,  last  year's  profit  for the third quarter and first nine months was
reduced  by  $.6  million  and  $1.8  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 June 30, 2002 with a net
worth  of  $437.7  million  and  a  long-term  debt to total capital ratio of 29
percent,  compared  to  corresponding  figures  for September 30, 2001 of $389.4
million  and  36 percent.  Working capital, excluding cash and cash equivalents,
was  reduced  to  $70.1 million at June 30, 2002 from $95.6 million at September
30,  2001.

     Cash  flows from operating activities were up significantly in fiscal 2002,
primarily  as  a  result  of the increase in earnings and the relative change in
receivables  outstanding  and  inventories  on  hand.  Cash  earnings (i.e., net
earnings  adjusted  for  non-cash  items  such as depreciation and amortization,
equity  earnings, and deferred income taxes) were up $10.5 million.  Receivables
outstanding  and  inventories  were  at higher levels at the beginning of fiscal
2002  than  at the beginning of fiscal 2001, but June 30 levels of the two years
were  similar.

     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  this  year  is  lagging  the  prior  year-to-date  period but is still
expected  to  total  nearly  $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, the strong operating cash flows enabled the Company to
decrease  its  total  outstanding long-term debt by $43.2 million from September
30, 2001 to June 30, 2002.  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  June  30,  2002  was  $136.1  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,


                                       12





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  quality  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, these
measures  have  improved  the  profit  contribution  of  Carriage  House.  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 capture of additional synergies
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 notified Carriage House
that  it  does  not intend to renew these contracts upon their expiration. These
contracts  account for approximately 5 percent of the segment's projected fiscal
2002  net  sales  and a greater percentage of its operating profit. However, the
Company  expects that the effect of these lost sales on net earnings will not be
material  to  Ralcorp.

     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, or are negated by lost customers or pricing
pressures,  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.


                                       13





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  EITF 00-10, 00-14, and 00-25, and FAS 142, 143, 144, 145,
and  146.

                      CRITICAL ACCOUNTING POLICIES AND ESTIMATES

     The  following  discussion  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 representation of the Company's
financial  condition  and  results  and  require  management's  most  difficult,
subjective  or  complex  judgments.

     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.


                                       14





     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;

(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;


                                       15





(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 nine months ended June 30, 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  6.  Exhibits  and  Reports  on  Form  8-K.

(a)     Exhibits

10.1     Agreement  between  Ralcorp  Holdings,  Inc. and J. R. Micheletto dated
         May  23,  2002.


(b)     Reports  on  Form  8-K

On  April  30,  2002,  the  Registrant announced earnings for the second quarter
ended  March  31,  2002.


                                   SIGNATURES

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

                                   RALCORP  HOLDINGS,  INC.


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


August  14,  2002

                                       16





                                  Exhibit Index

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

10.1     Agreement between Ralcorp Holdings, Inc. and J. R. Micheletto dated
         May  23,  2002.






















































                                       17