UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Amendment No. 3)*

Under the Securities Exchange Act of 1934

RALCORP HOLDINGS, INC.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

        751028101     

(CUSIP Number)

Keith Meister

Corvex Management LP

712 Fifth Avenue, 23rd Floor

New York, New York 10019

   (212) 474-6700  

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

COPIES TO:

Patrick J. Dooley, Esq.

Akin Gump Strauss Hauer & Feld LLP

One Bryant Park

New York, NY 10036

(212) 872-1000

             December 14, 2012            

(Date of Event which Requires Filing

of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box [  ].

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See Rule §240.13d-7 for other parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Continued on following page(s)

Page 1 of 7 Pages

CUSIP No. 751028101 Page 2 of 7 Pages

1           Names of Reporting Persons

CORVEX MANAGEMENT LP

2           Check the Appropriate Box If a Member of a Group (See Instructions)

a.   [   ]

b.   [X]

3           SEC Use Only

4           Source of Funds (See Instructions)

WC

5   Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

[  ]

6           Citizenship or Place of Organization

DELAWARE

	7	Sole Voting Power
Number of   Shares		2,031,540
Beneficially   Owned By     Each	8	Shared Voting Power 0
Reporting     Person     With	9	Sole Dispositive Power 2,031,540
	10	Shared Dispositive Power
		0

11           Aggregate Amount Beneficially Owned by Each Reporting Person

2,031,540

12           Check Box If the Aggregate Amount in Row (11) Excludes Certain

Shares (See Instructions)

[   ]

13           Percent of Class Represented By Amount in Row (11)

3.69%

14           Type of Reporting Person (See Instructions)

PN; IA

CUSIP No. 751028101 Page 3 of 7 Pages

1           Names of Reporting Persons

KEITH MEISTER

2           Check the Appropriate Box If a Member of a Group (See Instructions)

c.   [   ]

d.   [X]

3           SEC Use Only

4           Source of Funds (See Instructions)

WC

5   Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

[  ]

6           Citizenship or Place of Organization

UNITED STATES

	7	Sole Voting Power
Number of   Shares		2,031,540
Beneficially   Owned By     Each	8	Shared Voting Power 0
Reporting     Person     With	9	Sole Dispositive Power 2,031,540
	10	Shared Dispositive Power
		0

11           Aggregate Amount Beneficially Owned by Each Reporting Person

2,031,540

12           Check Box If the Aggregate Amount in Row (11) Excludes Certain

Shares (See Instructions)

[   ]

13           Percent of Class Represented By Amount in Row (11)

3.69%

14           Type of Reporting Person (See Instructions)

IN; HC

CUSIP No. 751028101 Page 4 of 7 Pages

This Amendment No. 3 supplements the information set forth in the Schedule 13D filed by Corvex Management LP and Keith Meister with the United States Securities and Exchange Commission on August 23, 2012 and all amendments thereto (collectively, the “Schedule 13D”) relating to the shares of Common Stock, par value $0.01 per share (the “Shares”) of Ralcorp Holdings, Inc., a Missouri corporation (the “Issuer”).  Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Schedule 13D.

The information set forth in response to each separate Item below shall be deemed to be a response to all Items where such information is relevant.  The Schedule 13D is supplementally amended as follows.

Item 5.                 Interest in Securities of the Issuer.

(a) – (b) Corvex may be deemed to be the beneficial owner of 2,031,540 Shares, which represents approximately 3.69% of the Issuer’s outstanding Shares.  Corvex may be deemed to have sole power to vote and sole power to dispose of such Shares.  By virtue of his position as control person of the general partner of Corvex, Mr. Meister may be considered to beneficially own such Shares.

The percentage in the immediately foregoing paragraph is calculated based on a total of 55,049,106 Shares outstanding as of November 26, 2012 (based on the Issuer’s Annual Report on Form 10-K, filed November 29, 2012).

(c)           Except as set forth on Exhibit 2 to the Schedule 13D, there have been no transactions with respect to the Shares during the sixty days prior to the date hereof by either Corvex or Mr. Meister.

(d)           The limited partners of (or investors in) each of two or more private investment funds, or their respective subsidiaries or affiliated entities, for which Corvex or its affiliates acts as general partner and/or investment adviser have the right to participate in the receipt of dividends from, or proceeds from the sale of, the Shares held for the accounts of their respective funds in accordance with their respective limited partnership interests (or investment percentages) in their respective funds.

(e)           December 14, 2012.

Item 7.                 Material to be Filed as Exhibits.

Exhibit 1 - Agreement between Corvex and Keith Meister to file this Schedule 13D and any amendments thereto jointly on behalf of each of them.

                              Exhibit 2 - Transactions in the Shares effected in the past 60 days.

CUSIP No. 751028101 Page 5 of 7 Pages

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Date:  December 18, 2012	CORVEX MANAGEMENT LP
	By:	/s/ Keith Meister
	Name:	Keith Meister
	Title:	Managing Partner
Date: December 18, 2012	KEITH MEISTER
	By:	/s/ Keith Meister

CUSIP No. 751028101 Page 6 of 7 Pages

EXHIBIT 1

AGREEMENT

JOINT FILING OF SCHEDULE 13D

The undersigned hereby agree to jointly prepare and file with regulatory authorities this Schedule 13D and any future amendments thereto reporting each of the undersigned’s ownership of securities of Ralcorp Holdings, Inc., and hereby affirm that such Schedule 13D is being filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934.  The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the other, except to the extent that he or it knows or has reason to believe that such information is inaccurate.

Date:  December 18, 2012	CORVEX MANAGEMENT LP
	By:	/s/ Keith Meister
	Name:	Keith Meister
	Title:	Managing Partner
Date: December 18, 2012	KEITH MEISTER
	By:	/s/ Keith Meister

CUSIP No. 751028101 Page 7 of 7 Pages

EXHIBIT 2

The following table sets forth all transactions with respect to Shares effected since October 18, 2012, by the Reporting Persons on behalf of the Corvex Funds in respect of the Shares, inclusive of any transactions effected through 4:00 p.m., New York City time, on December 18, 2012. Except as otherwise noted below, all such transactions were purchases or sales of Shares effected in the open market, and the table includes commissions paid in per share prices.

NATURE OF TRANSACTION	DATE OF TRANSACTION	AMOUNT OF SECURITIES	PRICE PER SHARE/ PREMIUM PER OPTION
Open Market Sale of Shares	12/14/2012	105,212	$89.2688
Open Market Sale of Shares	12/14/2012	78,000	$89.2427
Open Market Sale of Shares	12/14/2012	20,200	$89.2255
Open Market Sale of Shares	12/17/2012	4,929	$89.2406
Open Market Sale of Shares	12/17/2012	210,864	$89.2127
Open Market Sale of Shares	12/18/2012	1,200	$89.2203
Open Market Sale of Shares	12/18/2012	436,351	$89.1861
Open Market Sale of Shares	12/18/2012	26,700	$89.191