SC 13E4/A

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549
                                 ____________

                                SCHEDULE 13E-4
                               (AMENDMENT NO. 3)
                         ISSUER TENDER OFFER STATEMENT
     (PURSUANT TO SECTION 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934)

                            RALCORP HOLDINGS, INC.
                               (NAME OF ISSUER)

                            RALCORP HOLDINGS, INC.
                     (NAME OF PERSON(S) FILING STATEMENT)

         PAR VALUE $.01 COMMON STOCK                       751028-10-1
 (TITLE OF CLASS OF SECURITIES)         (CUSIP NUMBER OF CLASS OF SECURITIES)
                                 ____________

                                R. W. LOCKWOOD
                 VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
                            RALCORP HOLDINGS, INC.
                          800 MARKET ST., 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 PERSONS(S) FILING STATEMENT)
                                 ____________

                                  COPIES TO:

                             ROBERT SCHUMER, ESQ.
                   PAUL, WEISS, RIFKIND, WHARTON & GARRISON
                          1285 AVENUE OF THE AMERICAS
                           NEW YORK, NEW YORK 10019
                                (212) 373-3000

                               OCTOBER 16, 1998
    (DATE TENDER OFFER FIRST PUBLISHED, SENT OR GIVEN TO SECURITY HOLDERS)

                                 ____________


                           CALCULATION OF FILING FEE

             _____________________________________________________


   TRANSACTION VALUATION*                               AMOUNT OF FILING FEE
____________________________________________________________________________
           $80,000,000                                       $23,600
____________________________________________________________________________

*  Calculated  solely  for the purpose of calculating the filing fee, based on
the  purchase  of  5,000,000  shares  at  $16.00  per  share.

[  ]    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

            _____________________________________________________






                             PURPOSE OF AMENDMENT

The  Tender  Offer Statement on Schedule 13E-4 dated October 16, 1998 relating
to  the  offer  by  Ralcorp  Holdings,  Inc. (the "Company") to purchase up to
5,000,000  shares  of the Company's $.01 par value common stock (the "Shares")
(including  the  associated  Stock  Purchase  Rights  issued  pursuant  to the
Shareholder  Protection  Rights  Agreement,  dated  as  of  December 27, 1996,
between  the  Company  and the Rights Agent named therein, as amended), at per
share  prices  specified by tendering stockholders not in excess of $16.00 nor
less  than  $14.00  per Share, in cash, net to the stockholder, upon the terms
and  subject  to  the  conditions set forth in the Company's Offer to Purchase
dated  October  16,  1998  and  in  the  related  Letter  of  Transmittal,  is
hereby amended to incorporate the information included in the exhibit referred
to below.

ITEM 9.     MATERIAL  TO  BE  FILED  AS EXHIBITS.  Item 9 hereby is amended to
include the following additional exhibit:

   (a)(9) Text of Press Release issued by the Company dated November 20, 1998.

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 20, 1998

RALCORP HOLDINGS,  INC.

/s/  J. R. Micheletto
____________________________
(Name)   J. R. Micheletto
(Title)  Chief Executive Officer

EX-99.(A)(9)

          Immediate
          Daniel  P.  Zoellner
          314/877-7052


               RALCORP HOLDINGS, INC. ANNOUNCES FINAL RESULTS OF
                        DUTCH AUCTION SELF-TENDER OFFER

ST.  LOUIS, MO, NOVEMBER 20, 1998   Ralcorp Holdings, Inc. today announced the
final  results  of  its  self-tender  offer  for up to 5,000,000 shares of its
Common  Stock,  or  about  15.8  percent of its outstanding Common Stock.  The
offer  expired  at  midnight  (EST)  on  November  13,  1998.

Based on a final count by the depository, the Company purchased 586,368 shares
of its Common Stock at a purchase price of $16.00 per share in accordance with
the  terms  of the tender offer.  The per share price was determined through a
procedure  commonly  referred  to  as a "Dutch Auction."  (See Editor's Note.)
Shareholders  who tendered their shares at or below $16.00 per share had their
shares  purchased  by  the  Company  at  the  $16.00  per  share  price.

First  Chicago  Trust  Company  of  New  York,  the depository  for the offer,
will complete issuing payments as soon as possible.

Ralcorp Holdings, Inc. is a leading manufacturer of private label ready-to-eat
and  hot cereals, crackers and cookies and private label and value brand snack
nuts.

EDITORS  NOTE  Under this tender offer, the price to be paid per share was set
by  "Dutch Auction," meaning the Company pays only that amount per share which
is necessary, within the stated range, in order to secure the number of shares
tendered within the share parameters established in the offer.  Once the price
per  share  was determined, all shareholders are paid the same amount for each
share  of  stock  sold.

                                      ###