SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 8-K

                                 Current Report

     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

      Date of Report (Date of earliest event reported):  January 3, 2002



                             Ralcorp Holdings, Inc.
             (Exact name of registrant as specified in its charter)

        Missouri                    1-12619                  43-1766315
   (State or other                (Commission             (I.R.S. Employer
    Jurisdiction of               File Number)           Identification No.)
    Incorporation)

             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)







Item  5.     Other  Events.

In  a press release dated January 3, 2002, a copy of which is attached hereto as
Exhibit  99.1  and  the  text  of which is incorporated by reference herein, the
registrant  announced  it  has  entered  into an agreement to purchase Lofthouse
Foods  Incorporated.


Item  7.     Exhibits

Exhibit  99.1     Press  Release  dated  January 3, 2002


                                   SIGNATURES

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



                                             RALCORP  HOLDINGS,  INC.
                                             (Registrant)

Date:  January  3,  2002                     By:  /s/ T. G. Granneman
                                                  --------------------
                                                  T. G. Granneman
                                                  Duly Authorized Signatory and
                                                  Chief Accounting Officer





                                  EXHIBIT INDEX


Exhibit
Number          Description
------          -----------


Exhibit  99.1     Press  Release  dated  January 3, 2002