8-K

EFFECTIVE AUGUST 23RD, 2004

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): September 29, 2005

RALCORP HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Missouri	1-12619	43-1766315
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer 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):

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

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

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

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

GENERAL INSTRUCTIONS

A.Rule as to Use of Form 8-K.

1.Form 8-K shall be used for current reports under Section 13 or 15(d) of the Securities Exchange Act of 1934, filed pursuant to Rule 13a-11 or Rule 15d-11 and for reports of nonpublic information required to be disclosed by Regulation FD (17 CFR 243.100 and 243.101).

2.Form 8-K may be used by a registrant to satisfy its filing obligations pursuant to Rule 425 under the Securities Act, regarding written communications related to business combination transactions, or Rules 14a-12 or Rule 14d-2(b) under the Exchange Act, relating to soliciting materials and pre-commencement communications pursuant to tender offers, respectively, provided that the Form 8-K filing satisfies all the substantive requirements of those rules (other than the Rule 425(c) requirement to include certain specified information in any prospectus filed pursuant to such rule). Such filing is also deemed to be filed pursuant to any rule for which the box is checked. A registrant is not required to check the box in connection with Rule 14a-12 or Rule 14d-2(b) if the communication is filed pursuant to Rule 425. Communications filed pursuant to Rule 425 are deemed filed under the other applicable sections. See Note 2 to Rule 425, Rule 14a-12 and Instruction 2 to Rule 14d-2(b)(2).

	Potential persons who are to respond to the collection of
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SEC 873 (6-04)	unless the form displays a currently valid OMB control number.

Item 1.01 Entry into a Material Definitive Agreement.

On September 29, 2005, the Board of Directors of the Registrant approved the grant of annual stock option awards (the “Award”) to each Non-Employee Director. Pursuant to the Registrant’s Non-Employee Director Compensation Program, each Non-Employee Director receives an annual Award of 2,500 shares. Each new Non-Employee Director receives an Award of 10,000 shares. The Company’s Chairman receives an annual Award of 10,000 shares. The Award has an exercise price of $42.00 and becomes exercisable upon termination of the recipient’s term as a Director. The terms of the Award are set forth in Exhibit 99.1 attached hereto. The text of the Exhibit is incorporated by reference herein.

Item 9.01 Exhibits.

Exhibit 99.1 Form of 2005 Non-Qualified Director Stock Option Agreement.

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: October 5, 2005	By:	/s/	T. G. Granneman
			T. G. Granneman
			Duly Authorized Signatory and
			Chief Accounting Officer

EXHIBIT INDEX

Exhibit Number   Description

Exhibit 99.1 Form of 2005 Non-Qualified Director Stock Option Agreement.

EX-99.1

Exhibit 99.1

FORM OF

2005 NON-QUALIFIED DIRECTOR STOCK OPTION AGREEMENT

Ralcorp Holdings, Inc. (the "Company"), effective September 29, 2005, grants this Non-Qualified Stock Option to [ ] ("Optionee") to purchase a total of [ ] shares of its $.01 par value Common Stock (the "Common Stock") at a price of $42.00 per share pursuant to the Ralcorp Holdings, Inc. 2002 Incentive Stock Plan (the "Plan"). Subject to the provisions of the Plan and the following terms, Optionee may exercise this option as set forth below by tendering to the Company written notice of exercise together with the purchase price in either cash, or in shares of Common Stock of the Company at their fair market value as determined by the Company's Board of Directors (the "Board"), or in both cash and such shares.

NOW THEREFORE, the Company and Optionee agree, for and in consideration of the terms hereof, as follows:

1. Exercise - This Option shall become exercisable upon the occurrence of any of the events set forth below. This Option shall become exercisable in full on the date of such event and shall remain exercisable for the periods set forth below. Thereafter, the unexercised portion of this Option is forfeited and may not be exercised.

a. Optionee’s death (exercisable for three years).

b. Optionee’s voluntary termination or retirement (whether pursuant to any mandatory retirement provision of the Company’s Articles of Incorporation, Bylaws or Board resolution, or otherwise) at or after attainment of age 70 (exercisable for three years).

c. Optionee’s voluntary termination due to mental or physical impairment resulting in his inability to serve as a Director (exercisable for three years).

d. Optionee’s voluntary termination, or termination due to expiration of Optionee’s term without re-election to a subsequent term in connection with or following a Change-in-Control (exercisable for six months).

e. Optionee’s voluntary termination, or termination due to expiration of Optionee’s term without re-election to a subsequent term other than under circumstances set forth in paragraphs 1.b., 1.c., or 1.d. (exercisable for 90 days).

2. Forfeiture - Notwithstanding anything to the contrary contained in the Plan, this Option is subject to forfeiture if Optionee is removed from his position as a Director for cause in accordance with the Company’s Articles and Bylaws and the corporation laws of the State of Missouri or if Optionee fails to exercise this Option within the appropriate period set forth in paragraph 1, but shall not be subject to forfeiture for any other reason. Following forfeiture, no portion of this Option may be exercised.

3. Change in Control - In the case of a Change in Control (other than a transaction in which the Company is the continuing or surviving corporation and which does not result in the outstanding shares of Common Stock being converted into or exchanged for different securities, cash or other property, or any combination thereof), Optionee shall have the right (subject to the provisions of the Plan and any limitation applicable to the Option contained herein) thereafter and during the term of the Option, to receive upon exercise thereof the Acquisition Consideration (as defined below) receivable upon the Change in Control by a holder of the number of shares of Common Stock which would have been obtained upon exercise of the Option or portion thereof, as the case may be, immediately prior to the Change in Control.

4. Definitions - For purposes of this Agreement, the following terms have the meanings set forth below:

a. “Acquisition Consideration” - Shall mean the kind and amount of shares of the surviving or new corporation, cash, securities, evidence of indebtedness, other property or any combination thereof receivable in respect of one share of the Common Stock upon consummation of a Change in Control. In the case of a Change in Control resulting from the event set forth in paragraph 4(b)(i), the value of the Acquisition Consideration shall be equal to the highest price paid by such person for a share of the Company’s Common Stock during the two-year period preceding the date on which such person became the beneficial owner of more than 50% of the Company’s Common Stock. If such price is paid in the form of non-cash consideration, the value of the Acquisition Consideration shall be equal to the fair market value of such consideration at the time of the purchase of such share.

b. "Change in Control" - Shall mean when (i) a person, as defined under the securities laws of the United States, acquires all or substantially all of the assets of the Company or acquires beneficial ownership of more than 50% of the outstanding voting securities of the Company; or (ii) the directors of the Company, immediately before a business combination between the Company and another entity, or a proxy contest for the election of directors, shall as a result of such business combination or proxy contest, cease to constitute a majority of the Board of Directors of the Company or any successor to the Company.

5. Adjustments - In the event of any stock split, reverse stock split, stock dividend, recapitalization, combination of shares, reclassification of shares, spin-off or other similar change in capitalization or event, or any distribution to holders of Common Stock other than an ordinary cash dividend, the number and class of securities and exercise price per share subject to this Option shall be appropriately adjusted (or a substituted Option may be made, if applicable), by the Company to the extent the Board shall determine, in good faith, that such an adjustment (or substitution) is appropriate.

6. This Agreement shall be governed by the laws of the State of Missouri without reference to the conflict of laws provisions thereof.

7. No amendment or modification of this Option shall be valid unless the same shall be in writing and signed by the Company and Optionee. The foregoing, however, shall not prevent the Company from amending or modifying the Plan except that no such amendment or modification shall adversely affect the Optionee’s rights under this Option Agreement.

ACKNOWLEDGED		RALCORP HOLDINGS, INC.
AND ACCEPTED:
	BY:	/s/	C. G. Huber, Jr.
(Name)    Optionee			C. G. Huber, Jr.
			Secretary
Date