SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

(Mark  One)

(X)  QUARTERLY  REPORT  PURSUANT  TO  SECTION  13  OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED DECEMBER 31, 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                February 12 2003
                                                   28,884,217




                             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

     Condensed Consolidated Statement of Comprehensive Income          4

     Notes  to  Condensed Consolidated Financial Statements            5

Item  2.  Management's  Discussion  and  Analysis  of  Financial
          Condition  and  Results  of  Operations                     10

Item  3.  Quantitative  and  Qualitative  Disclosures
          About  Market  Risk                                         16

Item  4.  Controls  and  Procedures                                   17


PART  II.  OTHER  INFORMATION

Item  4.  Submission of Matters to a Vote of Security Holders         17

Item  6.  Exhibits  and  Reports on Form 8-K                          17







                                       (i)






                         PART  I.  FINANCIAL  INFORMATION

Item  1.  Financial  Statements.


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

                                           Three Months Ended
                                              December 31,
                                           ------------------
                                             2002      2001
                                           --------  --------
                                               
Net Sales                                  $ 348.3   $ 325.1
                                           --------  --------
Costs and Expenses
  Cost of products sold                      279.8     259.2
  Selling, general and administrative         40.2      39.2
  Interest expense, net                        1.1       1.9
  Restructuring and impairment charges         7.2         -
  Litigation settlement income, net           (5.7)        -
                                           --------  --------
    Total Costs and Expenses                 322.6     300.3
                                           --------  --------
Earnings before Income Taxes
 and Equity Earnings                          25.7      24.8
Income Taxes                                   9.2       8.9
                                           --------  --------
Earnings before Equity Earnings               16.5      15.9
Equity in Loss of Vail Resorts, Inc.,
 Net of Related Deferred Income Taxes         (3.2)     (3.1)
                                           --------  --------
Net Earnings                               $  13.3   $  12.8
                                           ========  ========

Basic Earnings per Share                   $  0.45   $  0.43
                                           ========  ========
Diluted Earnings per Share                 $  0.44   $  0.42
                                           ========  ========
Weighted Average Shares for
 Basic Earnings per Share                   29,833    29,912
Dilutive effect of assumed conversion:
  Stock options                                390       333
  Restricted stock awards                        1         -
  Deferred compensation awards                  96         -
                                           --------  --------
Weighted Average Shares for
 Diluted Earnings per Share                 30,320    30,245
                                           ========  ========

See accompanying Notes to Condensed Consolidated Financial Statements.











                                       1






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

                                             Dec. 31,    Sept. 30,
                                               2002        2002
                                             --------    --------
                                                   
ASSETS
Current Assets
  Cash and cash equivalents                  $   6.8     $   3.2
  Investment in Ralcorp Receivables Corp.       19.9        29.7
  Miscellaneous receivables                      6.4         6.2
  Inventories                                  145.1       161.6
  Deferred income taxes                          5.5         5.1
  Other current assets                           4.6         2.8
                                             --------    --------
    Total Current Assets                       188.3       208.6

Investment in Vail Resorts, Inc.                75.9        80.8
Property, Net                                  272.4       282.6
Goodwill                                       238.0       238.0
Other Intangible Assets, Net                    13.0        13.9
Other Assets                                     9.9         8.6
                                             --------    --------
    Total Assets                             $ 797.5     $ 832.5
                                             ========    ========

LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
  Accounts payable                           $  64.7     $  75.2
  Other current liabilities                     62.0        44.8
                                             --------    --------
    Total Current Liabilities                  126.7       120.0

Long-term Debt                                 153.8       179.0
Deferred Income Taxes                           31.9        36.3
Other Liabilities                               61.9        61.1
                                             --------    --------
    Total Liabilities                          374.3       396.4
                                             --------    --------
Shareholders' Equity
  Common stock                                    .3          .3
  Capital in excess of par value               112.2       110.0
  Retained earnings                            399.7       386.4
  Common stock in treasury, at cost            (77.6)      (49.9)
  Unearned portion of restricted stock           (.1)        (.1)
  Accumulated other comprehensive loss         (11.3)      (10.6)
                                             --------    --------
    Total Shareholders' Equity                 423.2       436.1
                                             --------    --------
    Total Liabilities and
     Shareholders' Equity                    $ 797.5     $ 832.5
                                             ========    ========

See accompanying Notes to Condensed Consolidated Financial Statements.







                                       2






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

                                                        Three Months Ended
                                                            December 31,
                                                        -------------------
                                                          2002       2001
                                                        --------   --------
                                                             
Cash Flows from Operating Activities
  Net earnings                                          $  13.3    $  12.8
  Adjustments to reconcile net earnings to net
   cash flow provided by operating activities:
    Depreciation and amortization                          10.9        8.2
    Impairment charge                                       5.0          -
    Equity in loss of Vail Resorts, Inc.                    4.9        4.8
    Deferred income taxes                                  (4.8)       (.8)
    Sale of receivables, net                                4.4          -
    Changes in current assets and liabilities              26.6       (6.1)
    Other, net                                                -         .8
                                                        --------   --------
    Net cash provided by operating activities              60.3       19.7
                                                        --------   --------

Cash Flows from Investing Activities
  Additions to property and intangible assets              (6.2)      (5.2)
  Proceeds from sale of property                            2.4        1.6
                                                        --------   --------
    Net cash used by investing activities                  (3.8)      (3.6)
                                                        --------   --------

Cash Flows from Financing Activities
  Net repayments under credit arrangements                (25.2)     (19.1)
  Proceeds from exercise of stock options                    .1         .2
  Purchase of treasury stock                              (27.8)         -
                                                        --------   --------
    Net cash used by financing activities                 (52.9)     (18.9)
                                                        --------   --------

Net Increase (Decrease) in Cash and
  Cash Equivalents                                          3.6       (2.8)
Cash and Cash Equivalents, Beginning of Period              3.2        3.9
                                                        --------   --------

Cash and Cash Equivalents, End of Period                $   6.8    $   1.1
                                                        ========   ========

See accompanying Notes to Condensed Consolidated Financial Statements.














                                       3






                            RALCORP HOLDINGS, INC.
           CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
                                (Unaudited)
                            (Dollars in millions)

                                                        Three Months Ended
                                                            December 31,
                                                        -------------------
                                                          2002       2001
                                                        --------   --------
                                                             
Net Earnings                                            $  13.3    $  12.8
Other Comprehensive Income -
 Deferred (loss) gain on cash flow
  hedging instruments, net                                  (.7)        .8
                                                        --------   --------
Comprehensive Income                                    $  12.6    $  13.6
                                                        ========   ========













































                                       4


                              RALCORP HOLDINGS, INC.
               NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2002
                                  (Unaudited)
                    (Dollars in millions except per share data)

NOTE  1  -  PRESENTATION  OF  CONDENSED  FINANCIAL  STATEMENTS

The  accompanying  unaudited historical financial statements of the Company have
been  prepared  in  accordance  with  the  instructions for Form 10-Q and do not
include  all  of  the  information  and footnotes required by generally accepted
accounting  principles  for  complete  financial statements.   In the opinion of
management,  all  adjustments,  consisting  only of normal recurring adjustments
considered  necessary  for  a fair presentation, have been included.   Operating
results  for  any  quarter are not necessarily indicative of the results for any
other  quarter  or  for  the  full  year.   Certain prior year amounts have been
reclassified  to conform with the current year's presentation.  These statements
should be read in connection with the financial statements and notes included in
the  Company's  Annual  Report  to Shareholders for the year ended September 30,
2002.

NOTE  2  -  RECENTLY  ISSUED  ACCOUNTING  STANDARDS

Statement  of  Financial Accounting Standards (FAS) No. 144, "Accounting for the
Impairment or Disposal of Long-Lived Assets," was adopted by the Company for its
financial  statements  issued  for  fiscal year 2003, including interim periods.
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  adoption  of  FAS  144  did  not have a material impact on the
Company's  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," was generally effective for the
Company  for  fiscal year 2003.  The adoption of FAS 145 did not have a material
impact  on  the  Company's  financial  position,  earnings,  or  cash  flows.

FAS  146,  "Accounting  for  Costs Associated with Exit or Disposal Activities,"
addresses  financial  accounting  and  reporting  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.  As
required,  the  Company  will  apply  FAS  146 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, but it could affect the period in which certain future
restructuring  expenses  are  recognized.

FAS  148,  "Accounting  for Stock-Based Compensation-Transition and Disclosure,"
amends  FAS  123,  "Accounting  for  Stock-Based  Compensation,"  to  provide
alternative methods of transition for a voluntary change to the fair value based
method  of  accounting  for  stock-based  employee  compensation.  The  Company
currently  has  no  plans  to  change  to  the  fair value based method from the
intrinsic  value  method  currently  used.  In  addition,  FAS  148  amends  the
disclosure  requirement  of  FAS  123  to  require prominent disclosures in both
annual  and  interim  financial  statements  about  the method of accounting for
stock-based  employee compensation and the effect of the method used on reported
results.  These  amended  disclosure  requirements  are  effective for financial
statements  for  interim  periods  beginning  after  December  15, 2002, but the


                                       5





Company  adopted  them  for  its financial statements for the three months ended
December  31,  2002.  Accordingly,  the  following table shows the effect on net
income  and  earnings  per  share  if  the  Company  had  applied the fair value
recognition  provisions.



                                                        Three Months Ended
                                                            December 31,
                                                        -------------------
                                                          2002       2001
                                                        --------   --------
                                                             
Net  earnings,  as  reported                            $  13.3    $  12.8
Deduct:  Total  stock-based  employee
 compensation  expense  determined
 under  fair  value  based  method  for  all
 awards,  net  of  related  tax  effects                    (.6)       (.6)
                                                        --------   --------
Pro  forma  net  earnings                               $  12.7    $  12.2
                                                        ========   ========
Earnings  per  share:
 Basic  -  as  reported                                 $   .45    $   .43
 Basic  -  pro  forma                                   $   .43    $   .41

 Diluted  -  as  reported                               $   .44    $   .42
 Diluted  -  pro  forma                                 $   .42    $   .40


FASB  Interpretation  No.  (FIN)  45,  "Guarantor's  Accounting  and  Disclosure
Requirements  for  Guarantees,  Including Indirect Guarantees of Indebtedness of
Others,"  elaborates on the disclosures to be made by a guarantor in its interim
and  annual  financial statements about its obligations under certain guarantees
that  it  has  issued.  It also clarifies that, in certain cases, a guarantor is
required to recognize, at the inception of a guarantee, a liability for the fair
value  of  the  obligation  undertaken in issuing the guarantee.  The disclosure
requirements  are  effective  for interim periods ending after December 15, 2002
and  the  provisions  for initial recognition and measurement are effective on a
prospective  basis for guarantees that are issued or modified after December 31,
2002.  The  Company  currently  has  no  obligations from guarantees which would
require  disclosure  or  the  recognition of a liability, except as disclosed in
Note  14  to  its consolidated financial statements for the year ended September
30,  2002.

FIN  46,  "Consolidation of Variable Interest Entities, an interpretation of ARB
51," was issued January 13, 2003.  The Company currently has no involvement with
variable  interest  entities  as  defined by FIN 46.  FIN 46 specifically states
that  qualifying  special-purpose  entities,  such  as  Ralcorp  Receivables
Corporation  (RRC)  discussed  in  Note  5, shall not be consolidated unless the
holder  has the unilateral ability to cause the entity to liquidate or to change
the  entity so that it no longer meets certain conditions described in Statement
140.  Because RRC's Board of Directors must include an independent director, the
Company  does  not  have  such  unilateral  ability.

Emerging  Issues  Task  Force (EITF) Issue No. 00-21, "Revenue Arrangements with
Multiple  Deliverables,"  is  effective for certain revenue arrangements entered
into  in  fiscal periods beginning after June 15, 2003, but the Company does not
expect  its  adoption  to  have  a  material  impact  on its financial position,
earnings,  or  cash  flows.

EITF  Issue No. 02-16, "Accounting by a Customer (including a Reseller) for Cash
Consideration  Received  from  a  Vendor"  is generally effective for the second
quarter  of  the Company's fiscal year 2003, but the Company does not expect its
application  to  have  a material impact on its financial position, earnings, or
cash  flows.


                                       6





EITF  Issue  No.  02-17, "Recognition of Customer Relationship Intangible Assets
Acquired  in  a Business Combination" clarifies certain recognition requirements
in  FAS  141,  "Business  Combinations."  The  guidance  in  this Issue is to be
applied  to  business  combinations  consummated  and  goodwill impairment tests
performed  after  October 25, 2002.  The Company does not expect its application
to  have  a  material impact on its financial position, earnings, or cash flows.

NOTE  3  -  RESTRUCTURING  AND  IMPAIRMENT  CHARGES  AND  RESERVES

In  the  quarter  ended  December  31,  2002, the Company finalized its plans to
reduce  operations  at  its Streator, IL facility and transfer production of all
product  lines  except  peanut  butter  to  other  locations.  By the end of the
quarter, termination benefits totaling $.3 had been paid (39 employees), and the
Company  recorded  a  reserve  for  an  additional $.6 to be paid in the quarter
ending  March  31,  2003  (98  employees).  All other costs associated with this
restructuring  will  be  charged  to  expense  as  incurred.

Also  in  the  quarter  ended  December  31,  2002, the Company sold its ketchup
business,  including certain equipment and inventory, and recorded a net loss of
$1.3.  That  loss  included  writing  off  or  reducing the valuation of related
inventories  of  packaging, ingredients, and finished products, as well as a $.4
reserve  for  exit costs expected to be incurred during the quarter ending March
31,  2003.  Further, management determined that the resulting reduced cash flows
from  its  tomato  paste  business,  which  had  supplied  the Company's ketchup
production,  was  less  than the carrying value of its paste production facility
located  near  Williams,  CA.  Accordingly,  the fair value of the related fixed
assets  as  of December 31, 2002 was assessed based on a market quote, resulting
in  an  impairment  charge  of  $5.0.  See  Note  12.

Exit  costs  related  to  these transactions were accounted for under EITF 94-3.
The $.9 of costs recorded for the Streator restructuring, the $1.3 loss from the
exit  of the ketchup business, and the $5.0 asset impairment total $7.2 shown as
"Restructuring  and  impairment  charges"  on  the statement of earnings for the
quarter  ended  December  31,  2002.  At  December  31,  2002,  "Other  current
liabilities"  on  the  balance  sheet  included  reserves  as  follows:



                                               Amounts   Amounts   Ending
                                                Added    Utilized  Reserve
                                               --------  --------  --------
                                                          
Streator  termination  benefits                $   .9    $  (.3)   $   .6
Ketchup  business  exit  costs                     .4         -        .4
                                               -------   -------   -------
                                               $  1.3    $  (.3)   $  1.0
                                               =======   =======   =======


NOTE  4  -  LITIGATION  SETTLEMENT  INCOME

During  the  three months ended December 31, 2002, the Company received payments
in  partial  settlement  of  its  claims  related  to  ongoing vitamin antitrust
litigation.  These  payments  are  shown  net of related expenses as "Litigation
settlement  income,  net"  on  the  statement  of  earnings.

NOTE  5  -  SALE  OF  RECEIVABLES

On September 24, 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 named Ralcorp Receivables Corporation (RRC), which
in  turn  sells  the  receivables  to a bank commercial paper conduit.  RRC is a
qualifying  special  purpose  entity  under  FAS  140  and  the  sale of Ralcorp
receivables  to  RRC  is  considered  a  true sale for accounting, tax and legal
purposes.   As of December 31, 2002, the outstanding balance of receivables (net
of  an  allowance  for  doubtful  accounts)  sold  to RRC was $80.9 and proceeds
received  were  $61.0,  resulting  in  a subordinated retained interest of $19.9
reflected  on  the  Company's  consolidated  balance  sheet as an "Investment in


                                       7






Ralcorp Receivables Corp."  Discounts related to the sale of receivables totaled
$.2 and $.4 in the three months ended December 31, 2002 and 2001,  respectively,
and  are  included  on  the  statement  of  earnings  in  "Selling,  general and
administrative"  expenses.

NOTE  6  -  INVENTORIES  consisted  of  the  following:


                                       Dec. 31,   Sep. 30,
                                         2002       2002
                                       ---------  ---------
                                            
Raw materials and supplies             $   58.4   $   59.3
Finished products                          86.7      102.3
                                       ---------  ---------
                                       $  145.1   $  161.6
                                       =========  =========


NOTE  7  -  PROPERTY,  NET  consisted  of  the  following:


                                       Dec. 31,   Sep. 30,
                                         2002       2002
                                       ---------  ---------
                                            
Property  at  cost                     $  470.4   $  475.6
Accumulated  depreciation                (198.0)    (193.0)
                                       ---------  ---------
                                       $  272.4   $  282.6
                                       =========  =========


NOTE  8  -  OTHER  INTANGIBLE  ASSETS,  NET  consisted  of  the  following:


                                       Dec. 31,   Sep. 30,
                                         2002       2002
                                       ---------  ---------
                                            
Computer  software                     $   21.5   $   21.6
Trademark                                   9.0        9.0
Accumulated  amortization                 (17.5)     (16.7)
                                       ---------  ---------
                                       $   13.0   $   13.9
                                       =========  =========


Amortization  expense was $.8 and $.9 during the three months ended December 31,
2002  and  2001,  respectively.

NOTE  9  -  LONG-TERM  DEBT

Long-term  debt  consisted  of  the  following:



                                      December 31, 2002    September 30, 2002
                                      ------------------   ------------------
                                       Balance    Rate      Balance    Rate
                                      ---------  -------   ---------  -------
                                                          
$275 Revolving Credit Agreement       $  135.0    2.535%   $  165.0    2.754%
Uncommitted  credit  arrangements         12.9    2.075%        8.0    2.700%
Industrial Development Revenue Bond        5.6    1.200%        5.6    1.540%
Other                                       .3   Various         .4   Various
                                      ---------            ---------
                                      $  153.8             $  179.0
                                      =========            =========

                                       8





NOTE  10  -  TREASURY  STOCK

On  December  11,  2002, the Company purchased 1.15 million shares of its common
stock  at  a  purchase  price  of  $24.00  per  share.

NOTE  11  -  SEGMENT  INFORMATION

The  following  tables  present  information  about  the  Company's  reportable
segments.  Management  evaluates  each segment's performance based on its profit
contribution,  which  is  profit  or  loss  from operations before income taxes,
interest,  costs  related to restructuring activities, and unallocated corporate
income  and  expenses.



                                        Three Months Ended
                                            December 31,
                                        -------------------
                                          2002       2001
                                        --------   --------
                                             
Net  Sales
  Cereals                               $  83.9    $  80.2
  Crackers  &  Cookies                    101.6       70.8
  Dressings, Syrups, Jellies & Sauces     103.5      112.4
  Snack  Nuts  &  Candy                    59.3       61.7
                                        --------   --------
    Total                               $ 348.3    $ 325.1
                                        ========   ========
Profit  Contribution
  Cereals,  Crackers  &  Cookies        $  23.1    $  19.0
  Dressings, Syrups, Jellies & Sauces        .9        3.4
  Snack  Nuts  &  Candy                     9.6        7.8
                                        --------   --------
    Total segment profit contribution      33.6       30.2
  Interest  expense,  net                  (1.1)      (1.9)
  Restructuring and impairment charges     (7.2)         -
  Litigation  settlement  income,  net      5.7          -
  Other unallocated corporate expenses     (5.3)      (3.5)
                                        --------   --------
    Earnings  before  income  taxes
      and  equity  earnings             $  25.7    $  24.8
                                        ========   ========

                                        Dec. 31,   Sep. 30,
                                          2002       2002
                                        --------   --------
Total  Assets
  Cereals,  Crackers  &  Cookies        $ 332.2    $ 337.1
  Dressings, Syrups, Jellies & Sauces     243.5      261.2
  Snack  Nuts  &  Candy                    95.0       98.1
  Investment  in  Ralcorp  Receivables
   Corporation                             19.9       29.7
  Investment  in  Vail  Resorts,  Inc.     75.9       80.8
  Other  unallocated  corporate  assets    31.0       25.6
                                        --------   --------
    Total                               $ 797.5    $ 832.5
                                        ========   ========








                                       9





NOTE  12  -  SUBSEQUENT  EVENTS

On  February  4,  2003,  the Company sold its industrial tomato paste processing
facility in Williams, CA, a component of the Dressings, Syrups, Jellies & Sauces
segment.  Because  of  the  $5.0 impairment charge recorded in the quarter ended
December  31, 2002, the residual loss on the sale is expected to be between $1.5
and  $2.0  in  the  second  fiscal  quarter.

On  February  6,  2003, the Company received an additional partial settlement of
its  claims  related to ongoing vitamin antitrust litigation.  This $8.9 payment
will  be recorded as Litigation Settlement Income in the Company's second fiscal
quarter,  net  of  related  legal  costs.



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.  This  discussion  should  be  read  in
conjunction  with the financial statements under Item 1.  The terms "our," "we,"
"Company,"  and "Ralcorp" as used herein refer to Ralcorp Holdings, Inc. and its
consolidated  subsidiaries.


                                RESULTS OF OPERATIONS
CONSOLIDATED

     NET  SALES   Net  sales  grew  from  $325.1 million in the first quarter of
fiscal  2002  to  $348.3  million  in  the first quarter of fiscal 2003.  This 7
percent  increase  is  primarily  attributable  to  incremental  sales  from the
Lofthouse  cookie business acquired on January 30, 2002, since smaller increases
and  decreases in our other businesses essentially offset one another.  Refer to
the  segment  discussions  below  for  specific  factors  affecting  results.

     OPERATING EXPENSES   For the three months ended December 31, 2002 and 2001,
cost  of  products  sold  was  80.3% and 79.7% of net sales, respectively, while
selling, general, and administrative (SG&A) expenses were 11.5% and 12.1% of net
sales,  respectively.  Primarily, the relative increase in cost of products sold
was  the  result  of  $2.2 million of accelerated depreciation expense caused by
changes  in  the  remaining  useful  life of certain Streator assets and ketchup
business  assets  (see  below  for  a discussion of the restructuring activities
related  to these assets).  The favorable SG&A percentage is mainly attributable
to  the  $.8  gain  on  sale of some Keystone resort property and cost controls.

     INTEREST  EXPENSE,  NET  Interest  expense  was  $1.1 million for the three
months ended December 31, 2002, compared to $1.9 million in the first quarter of
the  prior year.  The decrease is attributable to lower interest rates and lower
debt  levels  in  the  current  year.  For the first quarter of fiscal 2003, the
weighted  average  interest  rate  on  our debt, practically all of which incurs
interest  at variable rates, was 2.6 percent compared to 3.4 percent a year ago.
Despite  additional borrowings to fund the Lofthouse acquisition in January 2002
and  the  repurchase  of 1.15 million shares of Ralcorp common stock in December
2002,  we reduced our outstanding long-term debt from $204.0 million at December
31,  2001  to  $153.8  million  at  December 31, 2002 with operating cash flows.

     On  September  24, 2001, we entered into a three-year agreement to sell our
trade  accounts  receivable  on  an  ongoing  basis.  Discounts  related to this
agreement  totaled  $.2  million  and $.4 million in the first quarter of fiscal
2003  and  2002,  respectively, and are included on the statement of earnings in
selling,  general  and  administrative  expenses.




                                       10




     RESTRUCTURING  AND  IMPAIRMENT  CHARGES   In the quarter ended December 31,
2002,  we  finalized our plans to reduce operations at our Streator, IL facility
and  transfer  production  of  all  product  lines except peanut butter to other
locations.  By  the  end  of  the quarter, termination benefits totaling $.3 had
been  paid,  and  we  recorded a reserve for an additional $.6 to be paid in the
quarter  ending  March  31,  2003.  All  other  costs  associated  with  this
restructuring  will  be  charged  to  expense  as  incurred.

     Also  in the quarter ended December 31, 2002, we sold our ketchup business,
including  certain  equipment  and  inventory,  and recorded a net loss of $1.3.
That  loss included writing off or reducing the valuation of related inventories
of  packaging,  ingredients, and finished products, as well as a $.4 reserve for
exit  costs  expected  to  be incurred during the quarter ending March 31, 2003.
Further,  we  determined  that  the resulting reduced cash flows from our tomato
paste  business,  which  had  supplied our ketchup production, was less than the
carrying  value  of  our  paste  production  facility located near Williams, CA.
Accordingly,  the fair value of the related fixed assets as of December 31, 2002
was assessed based on a market quote, resulting in an impairment charge of $5.0.
Subsequent  to  that date, the Board of Directors approved the sale of the paste
facility,  and  on  February  4,  2003,  it  was  sold (see Note 12, "Subsequent
Events," in Item 1).

     The  $.9  of  costs  recorded for the Streator restructuring, the $1.3 loss
from  the exit of the ketchup business, and the $5.0 asset impairment total $7.2
shown as "Restructuring and impairment charges" on the statement of earnings for
the  quarter ended December 31, 2002.  The after-tax effect of these charges was
$4.6 million, or $.15 per diluted share.  No material restructuring charges were
incurred  in  fiscal  2002.

     LITIGATION  SETTLEMENT  INCOME   During the three months ended December 31,
2002,  we  received  payments  in  partial  settlement  of our claims related to
ongoing  vitamin  antitrust litigation.  These payments are shown net of related
expenses  as  "Litigation  settlement income, net" on the statement of earnings.
The  after-tax effect of this $5.7 million income item was $3.6 million, or $.12
per  diluted  share.  Smaller  payments  had  resulted  in pre-tax income of $.5
million  and  $1.1  million  recorded in the third and fourth quarters of fiscal
2002, respectively.  On February 6, 2003, we received an additional $8.9 million
(net  of  related  legal costs), which will be recorded in the second quarter of
fiscal  2003.  While  it is possible that we may receive further amounts related
to  the  vitamin  antitrust  litigation, we do not expect any such amounts to be
significant.

     INCOME  TAXES   Income  tax  provisions  for fiscal 2003 and 2002 generally
reflect  statutory  tax  rates.

     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, we report our
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 Ralcorp's second and third fiscal quarter.  For
the  first  quarter  ended  December  31,  2002,  this  investment resulted in a
non-cash  pre-tax loss of $4.9 million ($3.2 million after taxes), compared to a
$4.8  million  loss  ($3.1  million  after taxes) for last year's first quarter.

CEREALS,  CRACKERS  &  COOKIES

     First quarter net sales for the Cereals, Crackers & Cookies segment were up
$34.5  million  (23  percent)  from  last  year,  with  the Ralston Foods cereal
division and the Bremner cracker and cookie division reporting increases of $3.7
million  and  $30.8  million,  respectively.  While  approximately 75 percent of
Bremner's  net sales growth came from the acquired Lofthouse business, its other
businesses  continue  to  grow as well.  Increased co-manufacturing business and
ongoing  expansion  with  existing  customers drove quarter-over-quarter cracker
volumes  and cookie volumes up about 17 percent and 7 percent, respectively.  At


                                       11




Ralston  Foods,  increased  co-manufacturing business was the key contributor to
the  quarter-over-quarter  gains  made  in  fiscal 2003.  Other factors included
growth  in foodservice sales and incremental sales to existing customers, driven
by  several  recent  product  introductions  and  additional  distribution  of
established  items.  Store  brand ready-to-eat cereal volume for the quarter was
up  1  percent  from  last  year  and  hot  cereal  volume  was  up  5  percent.

     The  segment's  profit  contribution  for  the  first quarter improved $4.1
million  (22  percent)  as  a result of the increased sales, partially offset by
unfavorable ingredient costs such as wheat flour, soybean oil, cocoa, and sugar.

DRESSINGS,  SYRUPS,  JELLIES  &  SAUCES

     Carriage  House's  net  sales  for the three months ended December 31, 2002
decreased  nearly  8  percent compared to last year's first quarter sales.  This
decline  is  attributable  primarily to the loss of a co-manufacturing customer,
but also to the sale of the honey business in June of 2002 and continued pricing
pressures.  These  sales  reductions were partially offset by increased business
with  continuing  customers.

     The  segment's first quarter profit decreased along with net sales, falling
to  $.9 million in fiscal 2003 from $3.4 million in fiscal 2002.  Commodity cost
increases  in soy oil and other ingredients were partially offset by declines in
peanut  costs.  Production costs increased as a result of inefficiencies related
to the lower volumes, the Streator product relocation, and a short work stoppage
at  two  plants  in  New  York.

SNACK  NUTS  &  CANDY

     First  quarter  net sales for the Snack Nuts & Candy segment, also known as
Nutcracker Brands, decreased 4 percent from last year as a result of the loss of
a  few  major  customers  in  competitive  bidding  last  year and a significant
reduction  in  holiday  orders from a continuing major customer.  These business
declines, which reduced net sales by nearly $8.0 million, were largely offset by
increased  sales  to  other  customers.

     Despite  lower  sales,  first quarter segment profit increased $1.8 million
(23  percent) from the corresponding period last year.  This improvement was due
primarily  to  favorable  ingredient  costs, especially peanut costs, as well as
production  efficiencies  and  cost  containment.


                           LIQUIDITY AND CAPITAL RESOURCES

     Historically,  we  have  funded operating needs by generating positive cash
flows through operations.  We expect to continue generating operating cash flows
through our mix of businesses and expect that short-term and long-term liquidity
requirements  will  be  met  through  a  combination of operating cash flows and
strategic use of borrowings under committed and uncommitted credit arrangements.
Capital  resources  remained  strong  at  December  31, 2002 with a net worth of
$423.2  million  and  a  long-term  debt  to  total capital ratio of 27 percent,
compared  to  corresponding figures for September 30, 2002 of $436.1 million and
29  percent.  The  unusual  reduction in net worth was caused by our purchase of
treasury  stock  during  the quarter, discussed further below.  Working capital,
excluding  cash  and cash equivalents, was down to $54.8 million at December 31,
2002 from $85.4 million at September 30, 2002 as a result of seasonal changes as
well  as  continuing  reduction  efforts.

     Although  net  earnings  for  the three months ended December 31, 2002 were
only  $.5 million higher than in the first quarter of the prior year, cash flows
from  operating  activities  were  considerably  higher.  The  most  significant
differences  in  reconciling  items  between  the  two  periods  were changes in
accounts  payable, other current liabilities, and inventories.  Accounts payable



                                       12





dropped  $32.0  million  during  the  quarter  ended  December  31, 2001, from a
relatively  high  $86.2 million to an unusually low $54.2 million, but only fell
$10.5  million in the current year.  Other current liabilities increased more in
fiscal  2003  ($17.2  million) than in fiscal 2002 ($9.5 million) as a result of
the timing of federal tax payments.  Although a seasonal decrease in inventories
is  normal  during  the  first  fiscal quarter, inventories decreased only $11.2
million  in  the  prior  year compared to $16.5 million in the current year as a
result  of  recent working capital reduction efforts.  In addition, net proceeds
received from the sale of receivables increased $4.4 million, from $56.6 million
as  of  September  30, 2002 to $61.0 as of December 31, 2002.  As noted earlier,
second  quarter  cash  flows  will  include  net litigation settlements totaling
approximately  $8.9  million  received  on  February  6,  2003.

     Planned capital expenditures for fiscal 2003 will require approximately $45
million,  of which $6.2 million was spent during the first quarter.  In addition
to  the  amounts  to  be capitalized, a pilot project to upgrade our information
systems  is  expected to result in incremental SG&A expenses totaling between $3
and  $4  million  during  the  term  of  the  project,  which is scheduled to be
completed  by  the  end  of  fiscal  2003.  As discussed below, we have adequate
capacity  under  current  borrowing  arrangements  to  meet  these  cash  needs.

     On December 11, 2002, we purchased 1.15 million shares of treasury stock at
a  purchase  price of $24.00 per share through a modified "Dutch Auction" tender
offer.  We  made  the  offer to buy back our shares because we believed that our
shares  were  undervalued in the public market and that the offer was consistent
with  our  long-term goal of increasing shareholder value.  We believe that this
purchase  was  a  prudent  use  of our financial resources, given our ability to
generate  reliable  cash flow from operations and the market price of our common
stock.  We also believe that investing in our own shares is an attractive use of
capital  and  an  efficient  means  to  provide  value  to  our  shareholders.

     During  the  three months ended December 31, 2002, we used $25.2 million of
cash  provided  by  operations to reduce our long-term debt.  As of December 31,
2002,  total  remaining  availability  under  our  $275 million revolving credit
agreement  and  our  $35  million  uncommitted  credit  arrangements  was $162.1
million.


                                       OUTLOOK

     We believe the opportunities in the private label and value brand areas are
favorable  for  long-term  growth.  In  the  past  few  years,  we  have  taken
significant  steps  to  reshape  the  Company,  reducing our reliance on any one
business  segment while achieving sufficient scale in the categories in which we
operate.  We  expect  to continue to improve our business mix through volume and
profit  growth  of  existing  businesses,  as  well  as  through acquisitions or
alliances.  We  will  continue  to  explore those acquisition opportunities that
strategically  fit  with  our  intention  to  be the premier provider of private
label,  or  value-oriented,  food  products.

     The  following  sections  contain  discussions  of  the  specific  factors
affecting  the  outlook  for  each  of  our  reportable  segments.

CEREALS,  CRACKERS  &  COOKIES

     The level of competition in the cereal category continues to be intense for
our  Ralston  Foods  division.  Competition  comes  from  branded  box  cereal
manufacturers,  branded  bagged  cereal producers and other private label cereal
providers.  On  December  3,  2002,  Quaker Foods & Beverages (Pepsico) sold its
U.S.  bagged  cereal  business  to the Malt-O-Meal Company, which may affect the
Competitive  environment.  For  the last several years, category growth in ready
to  eat  and hot cereals has been minimal, which has exacerbated its competitive
nature.  When  branded competitors focus on price/promotion, the environment for



                                       13





private label producers becomes more challenging.  We must maintain an effective
price gap between our quality private label cereal products and those of branded
cereal producers, thereby providing the best value alternative for the consumer.
Importantly,  pricing  agreements with customers are generally determined by the
customers'  periodic  requests  for competitive category reviews.  Ralston Foods
anticipates  a  number of these category review requests to occur throughout the
remainder  of  fiscal  2003.

     Cost  increases, including recent increases in ingredient costs, contribute
to  margin  pressures.  On  an  enterprise-wide  basis,  we  manage  these  cost
increases  by  selected  forward  purchasing and hedging of certain ingredients.
Increased  employee  health  care and other benefit costs are likely to continue
into  the  foreseeable future.  Accordingly, aggressive cost containment remains
an  important  goal of the organization.  In addition, increased distribution is
required  to  remain  competitive  whether  through  new  and  improved  product
emulations  or  new  co-manufacturing  opportunities.

     Our  cracker  and  cookie  operation,  Bremner, also conducts business in a
highly competitive category and is affected by many of the same cost and pricing
challenges.  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  division  continues  its  effort  to  maximize  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.  Further, we will
consider  implementing  slight  price  increases to help mitigate the effects of
increased  costs.

DRESSINGS,  SYRUPS,  JELLIES  &  SAUCES

     Carriage  House's  competitors,  both  large  and  small,  continue  to  be
aggressive  on  pricing.  In  addition,  the division continues to be negatively
affected  by  certain  ingredient  cost  increases as well as increased employee
health care and benefit costs.  Wherever possible, we will consider implementing
slight  price  increases  to help offset these rising costs.  Encouragingly, the
cost of peanuts, a major ingredient for Carriage House (peanut butter), has been
favorably  impacted  by  the  farm  bill  which was signed into law in May 2002.
Although  we  expect  the  segment  to benefit from lower peanut costs in fiscal
2003,  such  benefit  will likely be more than offset by the aforementioned cost
increases.

     Carriage  House  sold  product  to  a  branded  company  under  several
co-manufacturing  agreements, the last of which expired in November 2002.  These
contracts accounted for approximately 5 percent of the segment's fiscal 2002 net
sales and a greater percentage of its operating profit.  However, we expect that
the  effect  of these lost sales on net earnings will not be material to Ralcorp
as  a  whole.

     We  have  undertaken  an  aggressive plan to improve performance by selling
unprofitable  businesses  and continuing to rationalize production capacity.  In
June  2002,  we  sold  our  honey  operations.  In  September,  we announced our
intention  to  significantly  reduce operations at the Streator, IL facility and
transfer  production  of  all  product  lines  except  peanut  butter  to  other
facilities.  That  transition  is  scheduled  to  be completed by the end of the
second  fiscal  quarter  with additional costs in that quarter expected to total




                                       14





$.8  million.  As  a  result  of this restructuring, we expect to realize annual
savings  in cost of products sold of $2.5 million to $3.0 million (approximately
$1.0  million  of  which  is  non-cash) beginning in the third fiscal quarter of
fiscal  2003.  In  November, we sold our ketchup operations, although production
continued  through  the end of the quarter, and on February 4, 2003, we sold our
industrial  tomato paste processing facility (see Note 12 in Item 1).  While net
sales  from  these  two  businesses  totaled approximately $26 million in fiscal
2002,  related  operating  profit  was immaterial, so we were able to reduce our
capital  investment  without  reducing  returns.

     While  we  expect  that  the restructuring and investment reduction efforts
described  above  will  improve  Carriage  House's  fair  value  relative to its
carrying  amount,  we  will  continue  to monitor this reporting unit closely to
determine  whether  circumstances  change that would reduce its fair value below
its carry amount.  For example, fair value would be diminished if the forecasted
benefits  are  not  realized,  or  are  negated  by  lost  customers  or pricing
pressures, and the unit is not able to achieve its planned results.  If the fair
value drops below the carrying value of the unit, Carriage House goodwill (which
is  $99.2  million  at  December  31,  2002)  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.  During fiscal 2002, competitive
bids  for  store  brand  customer business resulted in either loss of margins or
loss  of  customers  to competitors.  We expect this margin pressure to continue
into  the foreseeable future.  The segment will continue to focus on maintaining
its  customer  base  and  the high quality of its products and on developing new
products.

     The  segment  has  recently benefited from lower raw material costs on some
ingredients.  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,  2002  legislation  has resulted in lower peanut costs and may
have a favorable effect on profitability.  While some benefits of reduced peanut
costs  were  realized  in  the  first  quarter of fiscal 2003, the future effect
cannot  be  quantified  at  this  time  and is expected to be somewhat offset by
continued  pricing  pressures  and  increasing  costs  of  other  ingredients,
healthcare,  and  other  employee  benefits.


                  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,"  "expects,"  "anticipates,"  "intends,"  "plans,"
"will,"  "should,"  "may" or similar expressions.  Our results of operations and
financial  condition  may  differ  materially  from those in the forward-looking
statements.  Such statements are based on our 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  we  are  unable  to maintain a meaningful price gap between our private
label  products  and  the  branded  products  of  our  competitors, successfully
introduce  new  products,  or  successfully manage costs across all parts of the
Company,  our  private  label  businesses  could  incur  operating  losses;




                                       15




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

(iii)  Significant  increases in the cost of certain raw materials (e.g., wheat,
soybean  oil, various nuts, corn syrup, cocoa) or energy used to manufacture our
products,  to  the  extent  not  reflected  in  the price of our products, could
adversely  impact  our  results;

(iv)  In  light of our significant ownership in Vail Resorts, Inc., our non-cash
earnings  can  be  adversely  affected by unfavorable results from Vail Resorts;

(v)  We  are  currently generating profit from certain co-manufacturing contract
arrangements  with  other  manufacturers within our competitive categories - the
termination  or  expiration  of  these  contracts and our potential inability to
replace  this  level  of business could negatively affect our operating results;

(vi)  Our  businesses  compete  in mature segments with competitors having large
percentages  of  segment  sales;

(vii)  We have realized increases to sales and earnings through the acquisitions
of  businesses, but the ability to undertake future acquisitions depends on many
factors  that  we  do  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  our  indebtedness  is  set  on a
short-term  basis,  such  that  increases  in  interest  rates will increase our
interest  expense;

(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;

(x)  We may not be able to achieve anticipated cost savings from the transfer of
production  between  Carriage  House  facilities;  and

(xi)  Other  uncertainties,  all  of  which are difficult to predict and many of
which are beyond our control, may impact our financial position, including those
risks  detailed  from  time  to time in its publicly filed documents.  These and
other  factors  are discussed in our Securities and Exchange Commission filings.

     The  list of factors above is illustrative and by no means exhaustive.  All
forward-looking  statements  should be evaluated with the understanding of their
inherent  uncertainty.


                         RECENTLY ISSUED ACCOUNTING STANDARDS
     See  Note 2 in Item 1 for a discussion regarding recently issued accounting
standards,  including FAS 144, 145, 146, and 148; FIN 45 and 46; and EITF 00-21,
02-16,  and  02-17.


Item 3.  Quantitative  and  Qualitative  Disclosures  About  Market  Risk.

     We believe there have been no material changes in the reported market risks
faced  by  the  Company  during  the  three months ended December 31, 2002.  For
additional  information,  refer to Item 7A of our Annual Report on Form 10-K for
the  year  ended  September  30,  2002.




                                       16





Item 4.  Controls  and  Procedures.

     We  maintain  systems  of  internal  controls  with  respect  to gathering,
analyzing  and  disclosing  all  information  required  to  be disclosed in this
report.  Within  the  ninety  days  preceding  the  filing  of  this  report, we
completed an evaluation, under the supervision and with the participation of our
Chief  Executive  Officer  and  President  and  Corporate  Vice  President  and
Controller  of  the  effectiveness of the design and operation of our disclosure
controls  and  procedures.  Based  upon the review, such officers concluded that
the  design  and operation of disclosure controls effectively alerted management
to  material  information regarding the Company and required to be filed in this
report.  There  have  been  no  significant  changes in our internal controls or
other  factors that could significantly affect those controls since their review
of  our  disclosure  controls  was  completed.



PART  II.  OTHER  INFORMATION

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

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

On  January  30, 2003, the Registrant held its Annual Meeting of Shareholders at
which  the following two directors were elected Directors of the Registrant, for
a  term of three years expiring at the Annual Meeting of Shareholders to be held
in  2006,  or  when  their  successors  are  elected:

                                  Votes  For     Votes  Against/Withheld
                                  ----------     -----------------------
     Jack  W.  Goodall            25,987,995          217,679
     Joe  R.  Micheletto          26,031,966          173,708

In  addition,  the  following Directors continued in their terms of office after
the  meeting:  David  R.  Banks;  M. Darrell Ingram, David W. Kemper, Richard A.
Liddy;  and  William  P.  Stiritz

At  the  same  Annual  Meeting  no  other  items  were  voted  upon.


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

(a)     Exhibits

Exhibit 10.1    Corrected  Agreement  between  Ralcorp  Holdings,  Inc.  and
                J. R. Micheletto  dated  May  23,  2002.
                (Management Compensation Agreement)

(b)     Reports  on  Form  8-K

On  October  31,  2002, the Registrant announced its fourth quarter and year end
2002  earnings.

On November 11, 2002, the Registrant announced a Dutch Auction Self-Tender Offer
for  up  to  4,000,000  shares  of  our common stock at a price not greater than
$24.00  nor  less  than  $21.00  per  share  net  to the seller in cash, without
interest.

On  November  20,  2002,  the  Registrant  announced  that  (i) employees of the
Carriage  House Companies, Inc. at the Fredonia and Dunkirk, New York facilities
had  gone  on strike and (ii) Carriage House's earnings for the first quarter of
fiscal  year 2003 were expected to be significantly below those reported for the
same  period  last  fiscal  year.



                                       17





On  November  25,  2002, the Registrant announced that it reached an accord with
striking  employees  of  The  Carriage House Companies, Inc. at the Fredonia and
Dunkirk,  New  York  facilities.

On  December  12,  2002,  the  Registrant announced the results of the Company's
modified  Dutch  Auction  Self-Tender  Offer.

On  December  19,  2002,  the  Registrant  attached  certifications  of  Joe  R.
Micheletto  and  Thomas  G.  Granneman  to  its  Form  10-K.



                                   SIGNATURES

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

                              RALCORP  HOLDINGS,  INC.



                              By:  /s/ T. G. Granneman
                                   ----------------------------------
                                   T.  G.  Granneman
                                   Duly  Authorized  Signatory  and
February  14,  2003                Chief  Accounting  Officer




































                                       18




                                 CERTIFICATIONS
                                 --------------

I,  Joe  R.  Micheletto,  certify  that:

1.     I  have  reviewed this quarterly report on Form 10-Q of Ralcorp Holdings,
Inc.;

2.     Based  on my knowledge, this quarterly report does not contain any untrue
statement  of a material fact or omit to state a material fact necessary to make
the  statements  made, in light of the circumstances under which such statements
were  made,  not misleading with respect to the period covered by this quarterly
report;

3.     Based  on  my  knowledge,  the  financial statements, and other financial
information  included  in  this quarterly report, fairly present in all material
respects  the  financial  condition, results of operations and cash flows of the
registrant  as  of,  and  for,  the  periods presented in this quarterly report;

4.     The  registrant's  other  certifying  officer  and  I are responsible for
establishing  and  maintaining disclosure controls and procedures (as defined in
Exchange  Act  Rules  13a-14  and  15d-14)  for  the  registrant  and  we  have:

   (a)  designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is  made  known  to  us by others within those entities, particularly during the
period  in  which  this  quarterly  report  is  being  prepared;

   (b)  evaluated  the effectiveness of the registrant's disclosure controls and
procedures  as  of  a  date  within  90  days  prior  to the filing date of this
quarterly  report  (the  "Evaluation  Date");  and

   (c)  presented  in  this  quarterly  report  our  conclusions  about  the
effectiveness  of the disclosure controls and procedures based on our evaluation
as  of  the  Evaluation  Date;

5.     The  registrant's other certifying officer and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit committee
of  registrant's  board  of  directors  (or  persons  performing  the equivalent
functions):

   (a)  all  significant  deficiencies  in  the  design or operation of internal
controls  which  could  adversely  affect  the  registrant's  ability to record,
process,  summarize  and  report  financial  data  and  have  identified for the
registrant's  auditors  any  material  weaknesses  in  internal  controls;  and

   (b)  any  fraud,  whether  or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and

6.     The  registrant's  other  certifying officer and I have indicated in this
quarterly  report  whether  or  not  there  were significant changes in internal
controls  or  in other factors that could significantly affect internal controls
subsequent  to  the date of our most recent evaluation, including any corrective
actions  with  regard  to  significant  deficiencies  and  material  weaknesses.

Date:    February 14, 2003                            /s/ J. R. Micheletto
       -------------------------                     ---------------------------
                                                      J. R. Micheletto
                                                      Chief Executive Officer
                                                      and President









                                    CERTIFICATIONS
                                    --------------

I,  Thomas  G.  Granneman,  certify  that:

1.     I  have  reviewed this quarterly report on Form 10-Q of Ralcorp Holdings,
Inc.;

2.     Based  on my knowledge, this quarterly report does not contain any untrue
statement  of a material fact or omit to state a material fact necessary to make
the  statements  made, in light of the circumstances under which such statements
were  made,  not misleading with respect to the period covered by this quarterly
report;

3.     Based  on  my  knowledge,  the  financial statements, and other financial
information  included  in  this quarterly report, fairly present in all material
respects  the  financial  condition, results of operations and cash flows of the
registrant  as  of,  and  for,  the  periods presented in this quarterly report;

4.     The  registrant's  other  certifying  officer  and  I are responsible for
establishing  and  maintaining disclosure controls and procedures (as defined in
Exchange  Act  Rules  13a-14  and  15d-14)  for  the  registrant  and  we  have:

   (a)  designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is  made  known  to  us by others within those entities, particularly during the
period  in  which  this  quarterly  report  is  being  prepared;

   (b)  evaluated  the effectiveness of the registrant's disclosure controls and
procedures  as  of  a  date  within  90  days  prior  to the filing date of this
quarterly  report  (the  "Evaluation  Date");  and

   (c)  presented  in  this  quarterly  report  our  conclusions  about  the
effectiveness  of the disclosure controls and procedures based on our evaluation
as  of  the  Evaluation  Date;

5.     The  registrant's other certifying officer and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit committee
of  registrant's  board  of  directors  (or  persons  performing  the equivalent
functions):

   (a)  all  significant  deficiencies  in  the  design or operation of internal
controls  which  could  adversely  affect  the  registrant's  ability to record,
process,  summarize  and  report  financial  data  and  have  identified for the
registrant's  auditors  any  material  weaknesses  in  internal  controls;  and

   (b)  any  fraud,  whether  or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and

6.     The  registrant's  other  certifying officer and I have indicated in this
quarterly  report  whether  or  not  there  were significant changes in internal
controls  or  in other factors that could significantly affect internal controls
subsequent  to  the date of our most recent evaluation, including any corrective
actions  with  regard  to  significant  deficiencies  and  material  weaknesses.

Date:   February 14, 2003                       /s/ T. G. Granneman
       -------------------                      --------------------------------
                                                 T. G. Granneman
                                                 Corporate Vice President
                                                 and Controller











                                  EXHIBIT INDEX



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

10.1     Corrected agreement between Ralcorp Holdings, Inc. and J. R. Micheletto
         dated  May  23,  2002.  (Management  Compensation  Agreement)