SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

(Mark  One)

(X)     QUARTERLY  REPORT  PURSUANT  TO  SECTION  13  OR 15(d) OF THE SECURITIES
EXCHANGE  ACT  OF  1934  FOR  THE  QUARTERLY  PERIOD  ENDED  MARCH  31,  2003.

(  )     TRANSITION  REPORT  PURSUANT  TO  SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE  ACT OF 1934 FOR THE TRANSITION PERIOD FROM __________ TO ____________.

                       Commission file number:     1-12619


                             RALCORP HOLDINGS, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

                    Missouri                    43-1766315
             (State of Incorporation)        (I.R.S. Employer
                                           Identification  No.)

          800 Market Street, Suite 2900
                  St. Louis, MO                     63101
              (Address of principal               (Zip Code)
                executive offices)


                                 (314) 877-7000
              (Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding  12  months  (or  for such shorter period that the registrant was
required  to  file  such  reports),  and  (2)  has  been  subject to such filing
requirements  for  the  past  90  days.  Yes  (x)   No  (   )

Indicate  the  number  of  shares outstanding of each of the issuer's classes of
common  stock,  as  of  the  latest  practicable  date.

          Common Stock                    Outstanding Shares at
      par value $.01 per share                May 12, 2002
                                               28,896,101



                             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
             Conditions  and  Results  of  Operations                        10

Item  3.  Quantitative  and  Qualitative  Disclosures
             About  Market  Risk                                             18

Item  4.  Controls  and  Procedures                                          18


PART  II.  OTHER  INFORMATION

Item  5.  Other  Information                                                 18

Item  6.  Exhibits  and  Reports on Form 8-K                                 18







                                       (i)



                          PART I.  FINANCIAL INFORMATION

ITEM 1.  Financial Statements.



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

                                         Three Months Ended     Six Months Ended
                                             March  31,            March  31,
                                         ------------------    ------------------
                                           2003      2002        2003      2002
                                         --------  --------    --------  --------
                                                             
Net Sales                                $ 314.4   $ 313.5     $ 662.7   $ 638.6
                                         --------  --------    --------  --------
Costs and Expenses
  Cost of products sold                    253.9     253.1       533.7     512.3
  Selling, general and administrative       42.6      41.5        82.8      80.7
  Interest expense, net                       .7       1.6         1.8       3.5
  Restructuring and impairment charges       4.0         -        11.2         -
  Litigation settlement income, net         (8.9)        -       (14.6)        -
                                         --------  --------    --------  --------
      Total Costs and Expenses             292.3     296.2       614.9     596.5
                                         --------  --------    --------  --------
Earnings before Income Taxes
  and Equity Earnings                       22.1      17.3        47.8      42.1
Income Taxes                                 8.0       6.2        17.2      15.1
                                         --------  --------    --------  --------
Earnings before Equity Earnings             14.1      11.1        30.6      27.0
Equity in Earnings (Loss) of
  Vail Resorts, Inc., Net of
  Related Deferred Income Taxes              2.7       3.5         (.5)       .4
                                         --------  --------    --------  --------
Net Earnings                             $  16.8   $  14.6     $  30.1   $  27.4
                                         ========  ========    ========  ========

Basic Earnings per Share                 $   .58   $   .49     $  1.02   $   .91
                                         ========  ========    ========  ========
Diluted Earnings per Share               $   .57   $   .48     $  1.01   $   .90
                                         ========  ========    ========  ========

Weighted Average Shares for
 Basic Earnings per Share                 28,884    29,931      29,358    29,921
Dilutive effect of assumed conversion:
    Stock options                            489       509         439       421
    Restricted stock awards                    2         1           1         1
    Deferred compensation awards             133         -         120         -
                                         --------  --------    --------  --------
Weighted Average Shares for
 Diluted Earnings per Share               29,508    30,441      29,918    30,343
                                         ========  ========    ========  ========

See accompanying Notes to Condensed Consolidated Financial Statements.


                                            1







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

                                         March 31,   Sept. 30,
                                           2003        2002
                                         --------    --------
                                               
ASSETS
Current Assets
  Cash and cash equivalents              $   9.0     $   3.2
  Investment in Ralcorp Receivables Corp.   12.9        29.7
  Miscellaneous receivables                 10.5         6.2
  Inventories                              135.9       161.6
  Deferred income taxes                      5.7         5.1
  Other current assets                       4.3         2.8
                                         --------    --------
    Total Current Assets                   178.3       208.6

Investment in Vail Resorts, Inc.            80.0        80.8
Property, Net                              267.2       282.6
Goodwill                                   236.6       238.0
Other Intangible Assets, Net                14.6        13.9
Other Assets                                 9.6         8.6
                                         --------    --------
    Total Assets                         $ 786.3     $ 832.5
                                         ========    ========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
  Accounts payable                       $  69.2     $  75.2
  Other current liabilities                 42.5        44.8
                                         --------    --------
    Total Current Liabilities              111.7       120.0

Long-term Debt                             136.2       179.0
Deferred Income Taxes                       36.3        36.3
Other Liabilities                           61.7        61.1
                                         --------    --------
    Total Liabilities                      345.9       396.4
                                         --------    --------
Shareholders' Equity
  Common stock                                .3          .3
  Capital in excess of par value           113.2       110.0
  Retained earnings                        416.5       386.4
  Common stock in treasury, at cost        (77.8)      (49.9)
  Unearned portion of restricted stock       (.1)        (.1)
  Accumulated other comprehensive loss     (11.7)      (10.6)
                                         --------    --------
    Total Shareholders' Equity             440.4       436.1
                                         --------    --------
    Total Liabilities and
     Shareholders' Equity                $ 786.3     $ 832.5
                                         ========    ========

See accompanying Notes to Condensed Consolidated Financial Statements.


                                            2








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

                                                           Six Months Ended
                                                               March 31,
                                                         -------------------
                                                           2003       2002
                                                         --------   --------
                                                              
Cash Flows from Operating Activities
  Net earnings                                           $  30.1    $  27.4
  Adjustments to reconcile net earnings to net
   cash flow provided by operating activities:
    Depreciation and amortization                           20.2       16.8
    Impairment and loss on sale of business                  8.5          -
    Equity in loss (earnings) of Vail Resorts, Inc.           .8        (.6)
    Deferred income taxes                                    (.6)       1.7
    Sale of receivables, net                                 2.6       (2.2)
    Changes in current assets and liabilities               25.2        3.0
    Other, net                                               1.3        2.6
                                                         --------   --------
    Net cash provided by operating activities               88.1       48.7
                                                         --------   --------

Cash Flows from Investing Activities
  Business acquisitions, net of cash acquired                  -      (52.4)
  Additions to property and intangible assets              (16.9)     (12.2)
  Proceeds from sale of property                             2.4       11.6
  Proceeds from sale of business                             3.0          -
                                                         --------   --------
    Net cash used by investing activities                  (11.5)     (53.0)
                                                         --------   --------

Cash Flows from Financing Activities
  Net (repayments) borrowings under credit arrangements    (42.8)        .3
  Proceeds from the exercise of stock options                 .6         .5
  Purchase of treasury stock                               (28.6)         -
                                                         --------   --------
    Net cash (used) provided by financing activities       (70.8)        .8
                                                         --------   --------

Net Increase (Decrease) in Cash and Cash Equivalents         5.8       (3.5)
Cash and Cash Equivalents, Beginning of Period               3.2        3.9
                                                         --------   --------

Cash and Cash Equivalents, End of Period                 $   9.0    $    .4
                                                         ========   ========

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     Six Months Ended
                                             March  31,            March  31,
                                         ------------------    ------------------
                                           2003      2002        2003      2002
                                         --------  --------    --------  --------
                                                             
Net Earnings                             $  16.8   $  14.6     $  30.1   $  27.4
Other Comprehensive Income -
 Deferred (loss) gain on cash flow
  hedging instruments, net                   (.4)       .1        (1.1)       .9
                                         --------  --------    --------  --------
Comprehensive Income                     $  16.4   $  14.7     $  29.0   $  28.3
                                         ========  ========    ========  ========














































                                            4



                             RALCORP HOLDINGS, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2003
                                  (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  adopted  FAS  146  prospectively  for  exit or disposal
activities  initiated  after  December  31,  2002.  The  adoption  has not had a
material  impact  on  the Company's financial position, earnings, or cash flows.

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
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.

                                            5






                                         Three Months Ended     Six Months Ended
                                             March  31,            March  31,
                                         ------------------    ------------------
                                           2003      2002        2003      2002
                                         --------  --------    --------  --------
                                                             
Net earnings, as reported                $  16.8   $  14.6     $  30.1   $  27.4
Deduct: Total stock-based employee
 compensation expense determined
 under fair value based method for all
 awards, net of related tax effects          (.6)      (.6)       (1.2)     (1.2)
                                         --------  --------    --------  --------
Pro forma net earnings                   $  16.2   $  14.0     $  28.9   $  26.2
                                         ========  ========    ========  ========

Earnings per share:
 Basic - as reported                     $   .58   $   .49     $  1.02   $   .91
 Basic - pro forma                       $   .56   $   .47     $   .98   $   .87

 Diluted - as reported                   $   .57   $   .48     $  1.01   $   .90
 Diluted - pro forma                     $   .55   $   .46     $   .97   $   .86


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, and except for $9.9 in letters of credit and surety bonds outstanding
with  various  financial  institutions,  principally  related  to self-insurance
requirements  and  the  Industrial  Development  Revenue  Bond.

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" was generally effective for the second
quarter  of  the  Company's  fiscal  year  2003, but its adoption did not have a
material  impact  on  its  financial  position,  earnings,  or  cash  flows.

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.

                                            6





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 Dressings, Syrups, Jellies & Sauces
locations.  By  March  31, 2003, termination benefits totaling $.9 had been paid
(123  employees),  and the Company had reserved for an additional $.3 to be paid
in  the quarter ending June 30, 2003 (22 employees).  Also, equipment with a net
book value of $.1 was written off.  For the three and six months ended March 31,
2003,  these  costs  totaled  $.4  and  $1.3,  respectively, and are included in
"Restructuring  and impairment charges" on the statement of earnings.  All other
costs  associated  with  this project have been charged to operating expenses as
incurred  or  capitalized,  as  appropriate.

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  other  exit  costs to be incurred.  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.  On February 4, 2003,
the Company sold its tomato paste business, including the Williams, CA facility.
The sale resulted in an additional loss of $3.5, including the write-off of $1.4
of goodwill associated with that business.  These costs, all of which related to
the  Dressings,  Syrups,  Jellies  &  Sauces  segment,  are  also  included  in
"Restructuring  and  impairment  charges"  on  the  statement  of  earnings.

On  February  20, 2003, Ralcorp announced its plans to close its in-store bakery
facility  in  Kent,  WA,  part  of  the Cereals, Crackers & Cookies segment, and
transfer  production  to  an  in-store  bakery facility located in Utah.  In the
second  quarter,  the  Company  recorded $.1 million of expenses related to Kent
employee  termination  benefits (68 employees) in accordance with FAS 146.  That
amount is included in "Restructuring and impairment charges" on the statement of
earnings  as well.  All other costs associated with this project will be charged
to  operating  expenses  as  incurred  or  capitalized,  as  appropriate.

At  March  31,  2003,  "Other current liabilities" on the balance sheet included
restructuring  reserves  as  follows:



                                      Amounts   Amounts     Ending
                                       Added    Utilized    Reserve
                                     --------   --------   --------
                                                  
Streator termination benefits         $  1.2     $  (.9)    $   .3
Ketchup business exit costs               .4        (.3)        .1
Kent termination benefits                 .1          -         .1
                                     --------   --------   --------
                                      $  1.7     $ (1.2)    $   .5
                                     ========   ========   ========


NOTE  4  -  LITIGATION  SETTLEMENT  INCOME

During  the  six  months  ended March 31, 2003, 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.


                                            7





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 March 31, 2003, the outstanding balance of receivables (net of
an  allowance for doubtful accounts) sold to RRC was $72.1 and proceeds received
were  $59.2, resulting in a subordinated retained interest of $12.9 reflected on
the  Company's  consolidated  balance  sheet  as  an  "Investment  in  Ralcorp
Receivables Corp."  Discounts related to the sale of receivables totaled $.5 and
$.7  in  the six months ended March 31, 2003 and 2002, respectively, ($.3 in the
three  months ended March 31 of both years) and are included on the statement of
earnings  in  "Selling,  general  and  administrative"  expenses.

NOTE  6  -  INVENTORIES,  net  of  related  valuation  reserves,  consisted  of:



                                      Mar. 31,   Sep. 30,
                                        2003       2002
                                      --------   --------
                                           
Raw materials and supplies            $  57.4    $  59.3
Finished products                        78.5      102.3
                                      --------   --------
                                      $ 135.9    $ 161.6
                                      ========   ========


NOTE  7  -  PROPERTY,  NET  consisted  of:



                                      Mar. 31,   Sep. 30,
                                        2003       2002
                                      --------   --------
                                           
Property at cost                      $ 473.2    $ 475.6
Accumulated depreciation               (206.0)    (193.0)
                                      --------   --------
                                      $ 267.2    $ 282.6
                                      ========   ========


NOTE  8  -  OTHER  INTANGIBLE  ASSETS,  NET  consisted  of:



                                      Mar. 31,   Sep. 30,
                                        2003       2002
                                      --------   --------
                                           
Computer software                     $  24.0    $  21.6
Trademark                                 9.0        9.0
Accumulated amortization                (18.4)     (16.7)
                                      --------   --------
                                      $  14.6    $  13.9
                                      ========   ========


Amortization  expense  related  to these assets was $1.7 and $1.8 during the six
months  ended  March  31,  2003  and  2002,  respectively.

                                            8





NOTE  9  -  LONG-TERM  DEBT  consisted  of:


                                        March 31, 2003     September 30, 2002
                                      ------------------   ------------------
                                       Balance    Rate      Balance    Rate
                                      ---------  -------   ---------  -------
                                                          
$275 Revolving Credit Agreement        $ 110.0    2.224%    $ 165.0    2.754%
Uncommitted credit arrangements           20.3    2.200%        8.0    2.700%
Industrial Development Revenue Bond        5.6    1.140%        5.6    1.540%
Other                                       .3   Various         .4   Various
                                      ---------            ---------
                                       $ 136.2              $ 179.0
                                      =========            =========


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     Six Months Ended
                                           March 31,             March 31,
                                      ------------------    ------------------
                                        2003      2002        2003      2002
                                      --------  --------    --------  --------
                                                          
Net Sales
  Cereals                             $  76.0   $  78.8     $ 159.9   $ 159.0
  Crackers & Cookies                     98.5      86.3       200.1     157.1
  Dressings, Syrups, Jellies & Sauces   105.0     116.5       208.5     228.9
  Snack Nuts & Candy                     34.9      31.9        94.2      93.6
                                      --------  --------    --------  --------
  Total                               $ 314.4   $ 313.5     $ 662.7   $ 638.6
                                      ========  ========    ========  ========

Profit Contribution
  Cereals, Crackers & Cookies         $  16.5   $  17.7     $  39.6   $  36.7
  Dressings, Syrups, Jellies & Sauces     1.4       2.9         2.3       6.3
  Snack Nuts & Candy                      4.0       2.9        13.6      10.7
                                      --------  --------    --------  --------
    Total segment profit contribution    21.9      23.5        55.5      53.7
  Interest expense, net                   (.7)     (1.6)       (1.8)     (3.5)
  Restructuring and impairment charges   (4.0)        -       (11.2)        -
  Litigation settlement income, net       8.9         -        14.6         -
  Other unallocated corporate expenses   (4.0)     (4.6)       (9.3)     (8.1)
                                      --------  --------    --------  --------
  Earnings before income taxes
    and equity earnings               $  22.1   $  17.3     $  47.8   $  42.1
                                      ========  ========    ========  ========


                                            9






                                      Mar. 31,   Sep. 30,
                                        2003       2002
                                      --------   --------
                                           
Total Assets
  Cereals, Crackers & Cookies         $ 330.3    $ 337.1
  Dressings, Syrups, Jellies & Sauces   230.9      261.2
  Snack Nuts & Candy                     93.3       98.1
  Investment in Ralcorp Receivables
   Corporation                           12.9       29.7
  Investment in Vail Resorts, Inc.       80.0       80.8
  Other unallocated corporate assets     38.9       25.6
                                      --------   --------
  Total                               $ 786.3    $ 832.5
                                      ========   ========




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   Second quarter net sales grew only slightly from $313.5 million
in  fiscal  2002 to $314.4 million in fiscal 2003, while net sales for the first
half  grew  4 percent from the prior year.  Incremental sales from the Lofthouse
cookie  business  acquired  on January 30, 2002 were offset by sales declines in
some of our other lines of business, especially in the second quarter.  Refer to
the  segment  discussions  below  for  specific  factors  affecting  results.

     OPERATING  EXPENSES   Although  several factors impacted operating expenses
in  the current year periods relative to the prior year, operating expenses were
very similar as a percentage of net sales.  For the three months ended March 31,
2003  and  2002,  cost  of  products  sold  was  80.8%  and  80.7% of net sales,
respectively,  while  selling,  general, and administrative (SG&A) expenses were
13.5%  and  13.2%  of  net sales, respectively.  Through the first six months of
fiscal  2003  and  2002, cost of products sold was 80.5% and 80.2% of net sales,
respectively,  while  selling,  general, and administrative (SG&A) expenses were
12.5%  and  12.6%  of  net  sales,  respectively.  Again,  refer  to the segment
discussions  below  for  specific  factors  affecting  results.

     INTEREST  EXPENSE,  NET  Interest  expense  dropped to $.7 million and $1.8
million,  respectively,  for the three and six months ended March 31, 2003, from
$1.6  million  and  $3.5 million in the corresponding periods of the prior year.
The  decrease is attributable to both lower interest rates and lower debt levels
in  the current year.  For the second quarter and first half of fiscal 2003, the
weighted  average interest rate on our debt, nearly all of which incurs interest
at  variable  rates,  was 2.3 percent and 2.5 percent, respectively, compared to
2.9  percent  and 3.2 percent a year ago.  Despite additional borrowings to fund
the  repurchase of 1.15 million shares of Ralcorp common stock in December 2002,
we  reduced our outstanding long-term debt from $223.4 million at March 31, 2002
to  $136.2  million  at  March 31, 2003 with operating cash flows.  An important
component  of  those  significant  cash inflows was a $39.7 million (41 percent)
reduction  in  net  working  capital  during  the  past  twelve  months.

                                            10





     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  $.5 million and $.7 million in the first half of fiscal 2003
and  2002,  respectively,  and  are  included  on  the  statement of earnings in
selling,  general  and  administrative  expenses.

     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  March  31,  2003,  termination benefits totaling $.9 million had
been  paid (123 employees), and we had reserved for an additional $.3 million to
be  paid  in  the  quarter  ending June 30, 2003 (22 employees).  Also in March,
equipment  with  a net book value of $.1 million was written off.  For the three
and  six  months  ended March 31, 2003, these costs totaled $.4 million and $1.3
million,  respectively.  All  other costs associated with this project have been
charged  to  operating  expenses  as  incurred  or  capitalized, as appropriate.

     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
million.  That  loss  included  writing off or reducing the valuation of related
inventories  of  packaging, ingredients, and finished products, as well as a $.4
million reserve for other exit costs.  Further, we determined that the resulting
reduced  cash  flows  from  our  tomato  paste  business, which had supplied the
Company's  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 million.  On February 4, 2003,
we  sold  our  tomato  paste business, including the Williams, CA facility.  The
sale  resulted in an additional loss of $3.5 million, including the write-off of
$1.4  million  of  goodwill  associated  with  that  business.

     On  February  20, 2003, we announced our plans to close our in-store bakery
facility  in  Kent,  WA  and  transfer production to an in-store bakery facility
located  in  Utah.  In  the  second quarter, we recorded $.1 million of expenses
related  to Kent employee termination benefits (68 employees) in accordance with
FAS 146, and expect to record another $.1 million in the third quarter.  Also in
the third quarter, we expect to record a lease termination charge which could be
as  much as $2.3 million, but the amount cannot be determined at this time.  All
other  costs  associated with this project will be charged to operating expenses
as  incurred  or  capitalized,  as  appropriate.

     The  after-tax  effect of the restructuring and impairment charges was $2.6
million  ($.09 per diluted share) for the second quarter of fiscal 2003 and $7.2
million  ($.24  per  diluted  share) for the first half of this fiscal year.  No
material  restructuring  or  impairment  charges  were  incurred in fiscal 2002.

     LITIGATION  SETTLEMENT INCOME   During the six months ended March 31, 2003,
we  received  payments  in  partial  settlement of our claims related to 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 $14.6 million income item was $9.3 million, or $.31 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.
While  it  is  possible  that  we  may  receive  further amounts related to this
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.

                                            11





     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  second  and third fiscal quarters.  For the
second  quarter  ended  March  31,  2003,  this  investment resulted in non-cash
pre-tax  earnings  of  $4.1 million ($2.7 million after taxes), compared to $5.4
million  ($3.5 million after taxes) for last year's second quarter.  Through six
months,  the  after-tax  equity  impact  was  $.5  million  loss and $.4 million
earnings  for  fiscal  2003  and  2002,  respectively.

CEREALS,  CRACKERS  &  COOKIES

     Second  quarter  net sales for the Cereals, Crackers & Cookies segment were
up  6  percent  from  last  year, as a $12.2 million improvement in sales at the
Bremner cracker and cookie division was offset by a $2.8 million decrease at the
Ralston Foods cereal division.  While approximately 60 percent ($7.3 million) of
Bremner's  net sales growth came from the acquired Lofthouse business, its other
businesses  continue  to grow as well.  Specifically, cracker sales volumes grew
16  percent  from  last  year.  Cookie  sales  volumes  increased  4 percent, as
incremental  Lofthouse  business  in the current quarter was largely offset by a
reduction  in  co-manufacturing  business  relative  to  last year's levels.  At
Ralston  Foods, second quarter sales volumes of store brand ready-to-eat cereals
were  off  8  percent  from last year as branded competitors increased their new
product  introductions  and product promotional support.  Foodservice sales were
also  down.  Those  declines  were  significantly  offset  by  an  increase  in
co-manufacturing  volumes  and  10  percent  growth  in  hot  cereal  volumes.

     Through the first six months of fiscal 2003, net sales for the segment were
up  14  percent  from  a  year  ago, with Bremner and Ralston Foods contributing
increases  of  $43.0  million  and  $.9  million,  respectively.  Again,  about
two-thirds  of  the Bremner growth is attributable to the additional four months
of  Lofthouse  sales,  while  the  remainder came through ongoing expansion with
existing  customers.  Cracker  volumes were up 17 percent from last year's first
half.  Excluding  Lofthouse sales, cookie volumes were nearly flat.  For Ralston
Foods, increases in co-manufacturing and hot cereal sales outweighed declines in
store  brand  ready-to-eat  cereal  and  foodservice  products for the six-month
period.

     The segment's profit contribution was down $1.2 million (7 percent) for the
second quarter but up $2.9 million (8 percent) for the first six months due to a
stronger  first  quarter.  The  second  quarter shortfall is attributable to the
decreased  Ralston  Foods  sales, unfavorable costs of ingredients such as wheat
flour,  soybean  oil,  honey,  and  cocoa,  and the inclusion of an initial $1.0
million  reserve recorded within selling, general and administrative expenses to
cover  estimated  costs  related  to the recall of a product produced by Ralston
Foods  for  a  co-manufacturing  customer.

DRESSINGS,  SYRUPS,  JELLIES  &  SAUCES

     Carriage  House's  net  sales  for the three and six months ended March 31,
2003  decreased  nearly  10  percent  compared to the corresponding periods last
year.  These  declines  are  attributable  primarily  to  the  loss  of  a major
co-manufacturing  customer at the beginning of fiscal 2003, but also to the sale
of  the  honey  business  in  June  of 2002, the sale of the ketchup business in
November  2002,  and  continued  pricing pressures.  These sales reductions were
partially  offset  by  increased  business  with  continuing  customers.

                                            12





     The segment's second quarter profit decreased along with net sales, falling
by  $1.5  million for the second quarter and $4.0 for the first half.  Commodity
cost increases in soy oil and other ingredients were largely offset by decreases
in  peanut  costs.  Production costs increased because of inefficiencies related
to  the  lower  volumes  and restructuring initiatives, discussed further below.
Finally,  Fleming,  a  major  Carriage  House  customer,  filed  for  bankruptcy
protection on April 1, 2003, and Carriage House recorded a second quarter charge
of  $.7  million  to  cover  expected  losses  related  to  accounts receivable.

SNACK  NUTS  &  CANDY

     Second  quarter net sales for the Snack Nuts & Candy segment, also known as
Nutcracker  Brands,  grew  9  percent  from a year ago despite the loss of a few
major  customers  in  competitive  bidding last year.  This growth was generated
primarily  through  increased  snack  nuts volume with other customers, slightly
offset  by  a decline in candy volume.  For the six months ended March 31, 2003,
net  sales were only 1 percent higher than in the first half of fiscal 2002 as a
result  of  a  significant  reduction  in  first  quarter  holiday orders from a
continuing  major  customer.

     Second  quarter  and  six-month  Snack  Nuts  & Candy profit increased $1.1
million  (38  percent)  and  $2.9  million  (27 percent), respectively, from the
corresponding  periods  last  year.  These  improvements  were  due primarily to
certain  favorable  ingredient  costs.


                           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 March 31, 2003 with a net worth of $440.4
million  and  a long-term debt to total capital ratio of 24 percent, compared to
corresponding  figures  for September 30, 2002 of $436.1 million and 29 percent.
Working  capital, excluding cash and cash equivalents, was down to $57.6 million
at  March  31,  2003  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 six months ended March 31, 2003 were only
$2.7  million  higher  than in the first half of the prior year, cash flows from
operating  activities  were  considerably  higher.  In  the  current  year,  the
impairment  and  loss  on  sale of the tomato paste business, which totaled $8.5
million,  were  added  back to net earnings in the calculation of operating cash
flows.  However,  the  most  significant  factor was a $25.7 million decrease in
inventories  from  September 30, 2002 to March 31, 2003.  Although some seasonal
inventory  reduction  is  normal  during  this  period of the year, the relative
impact  on  cash  flows  from operations was much greater in fiscal 2003 than in
fiscal 2002 as a result of recent working capital reduction efforts and the fact
that  last year's inventory reduction was offset by a large decrease in accounts
payable.

     Planned capital expenditures for fiscal 2003 will require approximately $40
million, of which $16.9 million was spent during the first half.  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

                                            13





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  six months ended March 31, 2003, we used $42.8 million of cash
provided  by  operations  to  reduce  our long-term debt.  As of March 31, 2003,
total  remaining  availability under our $275 million revolving credit agreement
and  our  $35  million  uncommitted  credit  arrangements  was  $179.7  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.

     Our segments each operate in categories where competition from both branded
and  other  private  label  suppliers is intense.  In addition, ingredient price
increases,  previously  mentioned customer losses, and start up costs associated
with  restructuring activities are having a significant negative impact upon our
operating results.  We are also facing reduced sales and potential inventory and
packaging  exposure  caused  by  Fleming's  bankruptcy,  as  well  as  potential
additional costs associated with the previously mentioned product recall.  Based
upon  the  anticipated  magnitude  of  the  effects  of these issues on our base
business,  we  expect  that  combined  segment profit contribution for the third
fiscal  quarter  will likely fall below amounts reported for the same quarter of
fiscal  2002  by  approximately  20-30%.  We  currently  expect combined segment
profit  contribution  for  the  fourth  quarter to improve somewhat to an amount
comparable to the fourth quarter of fiscal 2002.  However, we caution that these
estimates  are  highly  variable  based  upon  the  outcome of the uncertainties
mentioned  previously,  especially  the recovery of sales volumes to Fleming, as
well  as  other  operational  uncertainties  which  could  impact results either
positively  or  negatively.

     The  following  sections  contain  discussions  of  the  specific  factors
affecting  the outlook for the fiscal year and beyond 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 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 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  and  volume  agreements  with  customers  are  generally
determined  by the customers' periodic requests for competitive category reviews
in  each  of  our  divisions.  Ralston  Foods anticipates an increased number of
these category review requests to occur throughout the remainder of fiscal 2003.
Further,  Ralston  Foods  is  being  negatively  impacted  by  the bankruptcy of
Fleming,  including  reduced sales and potential inventory and packaging losses.

                                            14





     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.  As previously mentioned, we
plan  to  close our in-store bakery facility in Kent, WA and transfer production
to  an  in-store  bakery  facility  located  in Utah.  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

     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 continue to implement
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 Act of 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  and  pricing  pressures.

     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.  As  a result of this restructuring, we ultimately 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 fiscal 2004. In
November,  we sold our ketchup operations, although production continued through
the  end  of  the first quarter, and on February 4, 2003, we sold our industrial
tomato  paste  processing facility. While net sales from the honey, ketchup, and
paste  businesses  totaled  approximately  $30  million  in fiscal 2002, related
operating  profit  was  immaterial,  so  we  were  able  to  reduce  our capital
investment without reducing returns. These complicated initiatives have resulted
in  production  inefficiencies,  which  we  believe  are temporary but which are
likely  to continue to present operational challenges through the second half of
the  year.

                                            15





       Although  Carriage  House,  along  with our other divisions, continues to
make  sales  to  Fleming  at  a  reduced rate, the impact of this bankruptcy and
related  developments on Carriage House's ability to obtain future business from
Fleming cannot be determined at this time.  An inability to make future sales or
a  significant  reduction  in  sales  volume  relating  to  Fleming could have a
significant  adverse  effect  on  Carriage  House profits in the future if those
sales  cannot  be  replaced  by  additional  sales to existing or new customers.

     Because  of  the  weak  operating  performance  in  recent  periods and the
potentially  significant  impact  of  reduced  or  lost sales to Fleming, we are
undertaking an interim goodwill impairment test for the Carriage House reporting
unit,  in accordance with FAS 142.  This review, which requires an assessment of
Carriage  House's fair value, will be completed during the third fiscal quarter.
If  the  fair  value of the unit is less than its carrying value, Carriage House
goodwill (which was $97.8 million at March 31, 2003) would likely be impaired to
some degree, in which case an appropriate impairment loss would be recorded as a
charge  against  earnings  in  the  third  quarter.

     On  January  22,  2003,  we  announced a restructuring of the management of
Carriage  House  and  our  other  operations  "in  order  to  improve management
efficiencies  in  a  business  environment when control of costs, short response
times  and  superior  quality and service are paramount."  The implementation of
that  management  restructuring  has  been  given  the  highest  priority and is
continuing.

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.  In  addition,  Snack  Nuts  &  Candy segment sales have been, and may
continue  to  be,  negatively  impacted  by  the  bankruptcy  of  Fleming.

     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 half 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;

                                            16





(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;

(xi)  Our results could be negatively impacted if we do not regain lost sales to
Fleming  through  an  improvement  in  Fleming's  financial condition or through
increased  sales  to  existing  or  new  customers;  and

(xii)  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 our publicly filed documents.

     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.




                                            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 six months ended March 31, 2003.  For additional
information,  refer  to  Item  7A of our Annual Report on Form 10-K for the year
ended  September  30,  2002.


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  5.  Other  Information

          None

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

(a)     Exhibits

99.1     Certification  pursuant to 18 U.S.C. Section 1350 of Joe R. Micheletto.
99.2     Certification  pursuant  to  18  U.S.C.  Section  1350  of  Thomas  G.
Granneman.

(b)     Reports  on  Form  8-K

On  February  4,  2003  the  Company announced the sale of its industrial tomato
paste  processing  facility  in  Williams,  California.

On  February  14, 2003 the Company provided certifications to the Form 10-Q from
its  Chief  Executive  Officer  and  Controller.

On February 21, 2003 the Registrant announced the closing of its in-store bakery
facility  at  Kent,  Washington.

                                   SIGNATURES

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

                              RALCORP  HOLDINGS,  INC.


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

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





                                  EXHIBIT INDEX


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

Exhibit  99.1     Certification  pursuant  to  18  U.S.C. Section 1350 of Joe R.
                  Micheletto  dated  May  14,  2003.

Exhibit  99.2     Certification  pursuant to 18 U.S.C. Section 1350 of Thomas G.
                  Granneman  dated  May  14,  2003.