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): May 23, 2012

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))

Only the items indicated below are covered by this report.

Item 8.01. Other Events.

On May 23, 2012, Ralcorp issued a press release announcing that it had completed the purchase of Petri Baking Products, Inc.  Petri is a leading producer of private-brand wire-cut cookies.  The press release is furnished as Exhibit 99.1 hereto and incorporated herein by reference.

Item 9.01.	Financial Statements and Exhibits.
(d) Exhibits
Number	Description
99.1	Press Release Announcing Acquisition of Petri Baking Products, Inc.

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.

Date:	May 23, 2012	By:     /s/ S. Monette
		S. Monette
		Corporate Vice President and
		Chief Financial Officer

EXHIBIT INDEX

Number	Description
99.1	Press Release Announcing Acquisition of Petri Baking Products, Inc.

EX-99.1

Exhibit 99.1

PRESS RELEASE

Ralcorp Acquires Private-Brand Cookie Maker,

Petri Baking Products

ST. LOUIS, May 23, 2012 – Ralcorp Holdings, Inc. (NYSE: RAH) today announced that it has completed the acquisition of Petri Baking Products, Inc., a leading producer of private-brand wire-cut cookies.  Ralcorp anticipates the transaction will deliver $0.05 of GAAP accretion and $0.08 of cash accretion to adjusted diluted earnings per share in the first year of ownership, excluding one-time costs.  Terms of the transaction were not disclosed.

Petri Baking Products manufactures and distributes a complete line of high-quality cookies with a homemade look, feel, and taste.  Through their unique manufacturing process, the company produces both soft style and crunchy wire-cut cookies for customers in a variety of retail channels.

"We are pleased to complete this transaction, which complements Ralcorp's cookie product offerings,” said Kevin J. Hunt, Chief Executive Officer and President of Ralcorp.  “We welcome the Petri Baking Products management team and employees to the Ralcorp family.”

Petri Baking Products is based in Silver Creek, New York and employs over 240 people.  The business will operate as part of Ralcorp’s Snacks, Sauces & Spreads division.

About Ralcorp Holdings, Inc.

Ralcorp produces a variety of private-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; frozen and refrigerated doughs; and dry pasta. For more information about Ralcorp, visit the Company's website at www.ralcorp.com.

Contact:

Matt Pudlowski

Director, Business Development

(314) 877-7091