10-Q/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q/A

(Amendment No. 1)

(Mark One)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2012.

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD FROM              TO             .

Commission file number: 1-12619

Ralcorp Holdings, Inc.

(Exact name of registrant as specified in its charter)

Missouri	43-1766315
(State of Incorporation)	(I.R.S. Employer Identification No.)
800 Market Street, Suite 2900 St. Louis, MO	63101
(Address of principal Executive offices)	(Zip Code)

(314) 877-7000

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x     No  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  x    No  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer	x	Accelerated filer	¨
Non-accelerated filer	¨	Smaller reporting company	¨

Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Exchange Act).    Yes  ¨    No  x

Number of shares of Common Stock, $.01 par value, outstanding as of September 10, 2012: 55,032,538

EXPLANATORY NOTE

This Amendment No. 1 on Form 10-Q/A (“Form 10-Q/A”) amends the Quarterly Report on Form 10-Q of Ralcorp Holdings, Inc. for the quarter ended March 31, 2012, as originally filed with the Securities and Exchange Commission on September 12, 2012 (the “Original Filing”). As a result of a processing error, the Section 1350 Certification attached as Exhibit 32 to the Original Filing included an incorrect date. This Form 10-Q/A is being filed solely to include the correct certification.

Item 6. Exhibits.

Number	Description
*31.1	Section 302 Certification of Kevin J. Hunt dated September 12, 2012
*31.2	Section 302 Certification of Scott Monette dated September 12, 2012
32	Section 1350 Certification of Kevin J. Hunt and Scott Monette dated September 12, 2012
**101.INS	XBRL Instance Document
**101.SCH	XBRL Taxonomy Extension Schema Document
**101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document
**101.DEF	XBRL Taxonomy Extension Definition Linkbase Document
**101.LAB	XBRL Taxonomy Extension Label Linkbase Document
**101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document

* Filed with the Company’s Form 10-Q for the period ended March 31, 2012 filed with the SEC on September 12, 2012

** Furnished with the Company’s Form 10-Q for the period ended March 31, 2012 filed with the SEC on September 12, 2012

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: September 13, 2012	By:	/s/ S. Monette
		S. Monette
		Corporate Vice President and
		Chief Financial Officer

Exhibit Index

Number	Description
*31.1	Section 302 Certification of Kevin J. Hunt dated September 12, 2012
*31.2	Section 302 Certification of Scott Monette dated September 12, 2012
32	Section 1350 Certification of Kevin J. Hunt and Scott Monette dated September 12, 2012
**101.INS	XBRL Instance Document
**101.SCH	XBRL Taxonomy Extension Schema Document
**101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document
**101.DEF	XBRL Taxonomy Extension Definition Linkbase Document
**101.LAB	XBRL Taxonomy Extension Label Linkbase Document
**101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document

* Filed with the Company’s Form 10-Q for the period ended March 31, 2012 filed with the SEC on September 12, 2012

** Furnished with the Company’s Form 10-Q for the period ended March 31, 2012 filed with the SEC on September 12, 2012

EX-32

Exhibit 32

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Ralcorp Holdings, Inc. (the “Company”) on Form 10-Q for the period ended March 31, 2012, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Kevin J. Hunt, Chief Executive Officer of the Company, and I, Scott Monette, Chief Financial Officer, certify, to the best of my knowledge, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Kevin J. Hunt	/s/ Scott Monette
Kevin J. Hunt	Scott Monette
Chief Executive Officer	Corporate Vice President and Chief Financial Officer
Ralcorp Holdings, Inc.	Ralcorp Holdings, Inc.

Date: September 12, 2012

A signed original of this written statement required by Section 906 has been provided to Ralcorp Holdings, Inc. and will be retained by Ralcorp Holdings, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.