8-K

UNITED STATES

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): February 5, 2008

RALCORP HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Missouri	1-12619	43-1766315
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

800 Market Street, Suite 2900,   Saint Louis, MO	63101
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: 314-877-7000

_____________________________________________________________________________________________

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01 Other Events.

In a press release dated February 5, 2008, a copy of which is attached hereto as Exhibit 99.1, and the text of which is incorporated by reference herein, the Registrant announced the results of its 2008 Annual Meeting of Shareholders held February 5, 2008.

Item 9.01 Financial Statements and Exhibits.

Exhibit 99.1 Press Release dated February 5, 2008.

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:	February 6, 2008	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 February 5, 2008

EX-99.1

Exhibit 99.1

   PRESS RELEASE

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

RALCORP HOLDINGS, INC. ANNOUNCES RESULTS

FROM ANNUAL MEETING OF SHAREHOLDERS

St. Louis, MO, February 5, 2008. . . Today at the Ralcorp Holdings, Inc. (NYSE: RAH) Annual Meeting, shareholders elected five directors, all of whom were incumbent members of Ralcorp’s Board of Directors.

Elected to a three-year term expiring in 2011 were:

·   Kevin J. Hunt, Director since October 2004 and currently the Company’s Co-Chief Executive Officer and President;

·   David W. Kemper, Director since October 1994 and currently the Chairman, President and Chief Executive Officer of Commerce Bancshares, Inc.; and

·   David R. Wenzel, Director since October 2007 and currently the Chief Operating Officer of EFR Group.

Elected to a two-year term expiring in 2010 was:

·   J. Patrick Mulcahy, Director since October 2007 and currently the Chairman of the Board of Energizer Holdings, Inc.

Elected to a one-year term expiring in 2009 was:

·   David R. Banks, Director since May 2001 and a private equity investor.

Shareholders also approved the ratification of PricewaterhouseCoopers LLP as the Company’s Independent Registered Public Accounting Firm for the fiscal year ending September 30, 2008.

Ralcorp produces a variety of value brand and store brand foods sold under the individual labels of various grocery, mass merchandise and drugstore retailers, and frozen bakery products sold to in-store bakeries, restaurants and other foodservice customers. Ralcorp's diversified product mix includes: ready-to-eat and hot cereals; nutritional and cereal bars; snack mixes, corn- based chips and extruded corn snack products; crackers and cookies; snack nuts; chocolate candy; salad dressings; mayonnaise; peanut butter; jams and jellies; syrups; sauces; frozen griddle products including pancakes, waffles, and French toast; frozen biscuits and other frozen pre-baked products such as breads and muffins; and frozen dough for cookies, Danishes, bagels and doughnuts. In addition, Ralcorp holds an interest of approximately 19 percent in Vail Resorts, Inc., the leading mountain resort operator in the United States.

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