SC TO-I/A

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549
                                   SCHEDULE TO
        TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR SECTION 13(e)(1)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                               (AMENDMENT NO. 2)

                             RALCORP HOLDINGS, INC.
         (Name of Subject Company (issuer) and Filing Person (offeror))

                          Common Stock, $.01 par value
                         (Title of Class of Securities)

                                  751 028 10 1
                      (CUSIP Number of Class of Securities)

                               Robert W. Lockwood
                  Vice President, General Counsel and Secretary

                             Ralcorp Holdings, Inc.

                          800 Market Street, Suite 2900

                            St. Louis, Missouri 63101

                                 (314) 877-7000
 (Name, Address and Telephone Number of Person Authorized to Receive Notices and
                Communications on Behalf of the Filing Person(s))

                                    COPY TO:
                            William F. Seabaugh, Esq.
                               John M. Welge, Esq.
                                 Bryan Cave LLP
                       One Metropolitan Square, Suite 3600
                            St. Louis, Missouri 63102
                                  (314)259-2000
                               Fax: (314)259-2020

                            CALCULATION OF FILING FEE

         TRANSACTION VALUATION*                     AMOUNT OF FILING FEE**
             $ 96,000,000                                $8,832.00

* For the purpose of calculating the filing fee only, this amount is based on
the purchase of 4,000,000 shares of common stock at the maximum tender offer
price of $24.00 per share. The amount of the filing fee is calculated in
accordance with Rule 0-11 of the Securities Exchange Act, as amended.

** Previously paid.


[_] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the form or
schedule and the date of its filing.

Amount Previously Paid:      Not applicable.    Filing party:    Not applicable.
Form or Registration No.:    Not applicable.    Date Filed:      Not applicable.

[_] Check box if filing relates solely to preliminary communications made before
the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the
statement relates:

[_] third-party tender offer          [_] going private transaction
    subject to Rule 14d-1                 subject to Rule 13e-3

[X] issuer tender offer               [_] amendment to Schedule 13D
    subject to Rule 13e-4                 under Rule 13d-2

Check the following box if the filing is a final amendment reporting the results
of the tender offer [_]




     This Amendment No. 2 to the Tender Offer Statement on Schedule TO relates
to the offer by Ralcorp Holdings, Inc., a Missouri corporation ("Ralcorp" or the
"Company"), to purchase shares of its common stock, $0.01 par value. Ralcorp is
offering to purchase up to 4,000,000 shares, or such lesser number of shares as
are properly tendered and not properly withdrawn, at a price not greater than
$24.00 nor less than $21.00 per share, net to the seller in cash, without
interest. Ralcorp's offer is being made upon the terms and subject to the
conditions set forth in the Offer to Purchase dated November 12, 2002 and in the
related Letter of Transmittal, which, as amended or supplemented from time to
time, together constitute the offer. All shares tendered and purchased will
include the associated common stock purchase rights issued pursuant to the
Shareholder Protection Rights Agreement, dated December 27, 1996 (as amended),
between the Company and the Rights Agent named therein and, unless the context
otherwise requires, all references to shares include the associated common stock
purchase rights. This Amendment No. 2 to the Tender Offer Statement on Schedule
TO is intended to satisfy the reporting requirements of Rule 13e-4(c)(2) of the
Securities Exchange Act of 1934, as amended. The Company is also the filing
person. Copies of the Offer to Purchase and the related Letter of Transmittal
were previously filed with the Schedule TO as exhibits (a)(1)(A) and (a)(1)(B),
respectively.

     The information in the Offer to Purchase and the related Letter
of Transmittal is incorporated in this Amendment No. 2 to the Schedule TO by
reference to all of the applicable items in this Schedule TO, except that such
information is hereby amended and supplemented to the extent specifically
provided herein.

ITEM 12. EXHIBITS

         Item 12 of the Schedule TO is hereby amended and supplemented by
adding the following exhibit:

EXHIBIT NO.         DESCRIPTION

(a)(5)(vii)         Press Release dated November 25, 2002.

                                    SIGNATURE


     After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.

Dated:  November 25, 2002               RALCORP HOLDINGS, INC.

                                        By: /s/ Joe R. Micheletto
                                            ------------------------------------
                                            Name:  Joe R. Micheletto
                                            Title: Chief Executive Officer and
                                                   President





                                  EXHIBIT INDEX




EXHIBIT NO.        DESCRIPTION
- -----------        -----------
                
(a)(1)(i)*         Offer to Purchase.

(a)(1)(ii)*        Letter of Transmittal.

(a)(1)(iii)*       Notice of Guaranteed Delivery.

(a)(1)(iv)*        Letter to participants in Ralcorp's 401(k) Savings
                   Investment Plan from Joe R. Micheletto, Chief Executive
                   Officer and President of Ralcorp, dated November 12, 2002.

(a)(1)(v)*         Letter to Brokers, Dealers, Commercial Banks, Trust
                   Companies and Other Nominees.

(a)(1)(vi)**       Letter to participants in Ralcorp's 401(k) Savings Investment
                   Plan dated November 2002.

(a)(2)             Not applicable.

(a)(3)             Not applicable.

(a)(4)             Not applicable.

(a)(5)(i)*         Letter to Clients for use by Brokers, Dealers, Commercial
                   Banks, Trust Companies and Other Nominees.

(a)(5)(ii)*        Guidelines for Certification of Taxpayer Identification
                   Number on Substitute Form W-9.

(a)(5)(iii)*       Summary Advertisement dated November 12, 2002.

(a)(5)(iv)*        Press Release dated November 11, 2002.

(a)(5)(v)*         Letter to shareholders from Joe R. Micheletto, Chief
                   Executive Officer and President of Ralcorp, dated November
                   12, 2002.

(a)(5)(vi)**       Press Release dated November 20, 2002.

(a)(5)(vii)        Press Release dated November 25, 2002.

(b)(1)*            $275,000,000 Credit Agreement among Ralcorp Holdings, Inc.,
                   the lenders named therein and Bank One, N.A., as Agent,
                   dated October 16, 2001 (Filed as Exhibit 10.1 to the
                   Company's Form 10-K for the period ending September 30,
                   2000).

(b)(2)*            Receivables Purchase Agreement dated as of September 25,
                   2001 among Ralcorp Receivables Corporation, Ralcorp
                   Holdings, Inc., Falcon Asset Securitization Corporation and
                   Bank One. N.A. (Filed as Exhibit 10.4 to the Company's Form
                   10-K for the period ending September 30, 2002).





EXHIBIT NO.        DESCRIPTION
- -----------        -----------
                

(b)(3)*            Amendment No. 1 to Receivables Purchase Agreement dated as
                   of September 25, 2001 among Ralcorp Receivables Corporation,
                   Ralcorp Holdings, Inc., Falcon Asset Securitization
                   Corporation and Bank One. N.A.

(d)*               Agreement between Ralcorp Holdings, Inc. and J. R.
                   Micheletto dated May 23, 2002 (Filed as Exhibit 10.1 to the
                   Company's Form 10-Q for the period ending June 30, 2002).

(g)                Not applicable.

(h)                Not applicable.


*  Previously filed (including by incorporation by reference) with Schedule TO
   on November 12, 2002.
** Previously filed with Amendment No. 1 to Schedule TO on November 21, 2002.

EX-99.(A)(5)(VII)

                                                             EXHIBIT (a)(5)(vii)


For Release:  Immediate
Contact:      Scott Monette
              314/877-7113


            RALCORP HOLDINGS, INC. ANNOUNCES THAT THE CARRIAGE HOUSE
            COMPANIES, INC. REACHED AN ACCORD WITH STRIKING WORKERS


ST. LOUIS, MO, NOVEMBER 25, 2002 . . . Ralcorp Holdings, Inc. (NYSE: RAH)
announced today that striking employees at the Fredonia and Dunkirk, New York
facilities of The Carriage House Companies ratified a three year contract ending
a labor strike involving both facilities. The contract was approved by employees
belonging to Local Union No. 266 of the National Conference of Firemen and
Oilers, S.E.I.U. in a vote conducted on November 23.

Some 540 union employees began their strike against Carriage House on November
19, 2002, following several weeks of contract talks between the two parties. The
previous contract expired at midnight November 19, 2002.

"We are pleased with the outcome of the vote," said David P. Skarie, President
of Carriage House. "Although brief, the strike was difficult on both sides. It's
time to regain our focus on what's truly important - serving our customers and
improving profitability, which will benefit all of our employees. We believe
this agreement addresses the needs of our employees as well as what the Company
needs to operate successfully in an extremely competitive marketplace. I want to
thank the Union leadership for moving quickly to end the strike."

Production resumed at both facilities on Sunday, November 24.

Ralcorp produces a variety of store brand foods that are sold under the
individual labels of various grocery, mass merchandise and drug store retailers.
Ralcorp's diversified product mix includes: ready-to-eat and hot cereals,
crackers and cookies, snack nuts,







chocolate candy, salad dressings, mayonnaise, peanut butter, jams and jellies,
syrups, and various sauces. In addition, Ralcorp holds a 21.5 percent interest
in Vail Resorts, Inc., the premier mountain resort operator in North America.

NOTE: Information in this press release that includes information other than
historical data contains forward-looking statements as defined by the Private
Securities Litigation Reform Act of 1995. These statements are sometimes
identified by their use of terms and phrases such as "should," "will,"
"believes," "could," "anticipates," "intends," "plans" or similar expressions.
Any such forward-looking statements are made based on information currently
known and are subject to various risks and uncertainties and are therefore
qualified by the Company's cautionary statements contained in its filings with
the Securities and Exchange Commission. Also, such statements are qualified by
the following factors: customer reaction to the strike; and ability to develop
and execute a plan to improve results of operations at Carriage House.


                                       ###