For  Release:  Immediate
Contact:       Georgeson  Shareholder  Communications  Inc.
               (866)  870-4326



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


ST. LOUIS, MISSOURI, DECEMBER 12, 2002 - Ralcorp Holdings, Inc. (NYSE:RAH) today
announced  the results of its modified Dutch Auction tender offer, which expired
on  December 11, 2002.  Based on a count by the depositary for the tender offer,
1,145,667  shares  of  common  stock  (including  92,638 shares tendered through
notice of guaranteed delivery), representing approximately 3.8% of the Company's
outstanding  shares,  were  properly  tendered and not withdrawn at prices at or
below  $24.00  per  share.  Pursuant  to  applicable  securities  laws,  Ralcorp
accepted  for  purchase  all  shares  properly  tendered  and not withdrawn at a
purchase  price  of  $24.00 per share in accordance with the terms of the offer.
EquiServe  Trust  Company,  N.A., as depositary, will promptly issue payment for
all  shares  purchased.  Ralcorp  may  purchase  additional shares of its common
stock  in  the  future  pursuant to its previously announced discretionary stock
repurchase  program.

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.

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