SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13E-4
(AMENDMENT NO. 1)
ISSUER TENDER OFFER STATEMENT
(PURSUANT TO SECTION 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934)
RALCORP HOLDINGS, INC.
(NAME OF ISSUER)
RALCORP HOLDINGS, INC.
(NAME OF PERSON(S) FILING STATEMENT)
PAR VALUE $.01 COMMON STOCK 751028-10-1
(TITLE OF CLASS OF SECURITIES) (CUSIP NUMBER OF CLASS OF SECURITIES)
____________
R. W. LOCKWOOD
VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
RALCORP HOLDINGS, INC.
800 MARKET ST., SUITE 2900
ST. LOUIS, MISSOURI 63101
(314) 877-7000
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED
TO RECEIVE NOTICES AND COMMUNICATIONS
ON BEHALF OF PERSONS(S) FILING STATEMENT)
____________
COPIES TO:
ROBERT SCHUMER, ESQ.
PAUL, WEISS, RIFKIND, WHARTON & GARRISON
1285 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10019
(212) 373-3000
OCTOBER 16, 1998
(DATE TENDER OFFER FIRST PUBLISHED, SENT OR GIVEN TO SECURITY HOLDERS)
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CALCULATION OF FILING FEE
_____________________________________________________
TRANSACTION VALUATION* AMOUNT OF FILING FEE
____________________________________________________________________________
$80,000,000 $23,600
____________________________________________________________________________
* Calculated solely for the purpose of calculating the filing fee, based on
the purchase of 5,000,000 shares at $16.00 per share.
[ ] Check box if any part of the fee is offset as provided by Rule 0-11
(a)(2) and identify the filing with which the offsetting fee was previously
paid. Identify the previous filing by registration statement number or the
Form or Schedule and the date of its filing.
Amount Previously Paid: Not applicable Filing party: Not applicable
Form or Registration No.: Not applicable Date Filed: Not applicable
_____________________________________________________
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PURPOSE OF AMENDMENT
The sole purpose of this amendment is to correct a typographical error on the
cover page to the Registrant's previously filed Schedule 13E-4. The
Registrant is refiling the corrected cover page. The previous filing
indicated that the commencement started on December 16, 1998. This amendment
changes the date of commencement to October 16, 1998 from December 16, 1998.
There are no other changes to the Schedule 13E-4 or the exhibits thereto.
After due inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and correct.
Dated: October 28, 1998
RALCORP HOLDINGS, INC.
/s/ J. R. Micheletto
__________________________________
(Name) J. R. Micheletto
(Title) Chief Executive Officer
