RALCORP HOLDINGS INC /MO
8-K, 1999-03-11
GRAIN MILL PRODUCTS
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                       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):  March 10, 1999



                             Ralcorp Holdings, Inc.
             (Exact name of registrant as specified in its charter)

        Missouri                    1-12619                  43-1766315
     (State or other              (Commission             (I.R.S. Employer
     Jurisdiction of              File Number)          Identification  No.)
                                 Incorporation)

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


                                 (314) 877-7000
              (Registrant's telephone number, including area code)





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Item 5.     Other Events.

In  a  press release dated March 10, 1999, 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  calculation  of  equity  earnings from its ownership
interest in Vail Resorts, Inc.  The  equity earnings announced will be  reported
in the Registrant's  second quarter ending March 31, 1999.  For the Registrant's
second quarter it will record  $4.1  million  of non-cash, pre-tax earnings from
its equity investment in Vail.

Item 7.          Financial Statements and Exhibits.

Exhibit 99.1     Press release dated March 10, 1999




                                   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:     March  11,  1999                    By:  /s/  T.  G.  Granneman
                                                   ----------------------
                                              Duly  Authorized  Signatory  and
                                              Chief  Accounting  Officer




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                                  EXHIBIT INDEX


Exhibit
Number          Description
- ------          -----------


Exhibit  99.1     Press  release  dated  March  10,  1999








          Immediate
          Daniel  P.  Zoellner
          314/877-7052


                        RALCORP HOLDINGS, INC. ANNOUNCES
              EARNINGS FROM EQUITY INVESTMENT IN VAIL RESORTS, INC.


ST. LOUIS, MO, MARCH 10, 1999 With today's announcement by Vail Resorts, Inc. of
its  six month and second fiscal quarter results ended January 31, 1999, Ralcorp
Holdings,  Inc.  is able to calculate the equity earnings that will be reflected
in  its  results  for  the six months and second fiscal quarter ending March 31,
1999.  Ralcorp  reports  equity earnings from its Vail investment on a two-month
lag  due  to Vail Resorts' fiscal year ending on July 31st compared to a Ralcorp
fiscal  year  end  of September 30th.  Ralcorp holds 7.55 million shares of Vail
Resorts  common  stock,  which  equates  to  an  approximate 21.9 percent equity
interest  in Vail Resorts.  In addition to the pure equity earnings calculation,
Ralcorp  also  includes  amortization  income  of  approximately  $1.9  million,
annually.  Such  amortization income is a result of the January 1997 transaction
in  which  Ralcorp  sold  its  ski  resort  holdings  to  Vail  Resorts.

For  its  second  fiscal  quarter  ending  March 31, 1999, Ralcorp Holdings will
reflect $4.1 million of non-cash, pre-tax earnings from its equity investment in
Vail  Resorts, Inc.  In the comparable prior year quarter, Ralcorp recorded $6.2
million of equity earnings, or approximately $.12 in diluted earnings per share.
For  the  six  months  ended March 31, 1999, Ralcorp will reflect $.1 million of
non-cash,  pre-tax equity earnings, compared to $4.2 million of equity earnings,
or approximately $.08 per diluted share for the six months ended March 31, 1998.

Ralcorp is a leading manufacturer of private label ready-to-eat and hot cereals,
crackers  and  cookies, and snack nuts.  With its recently announced acquisition
of  Martin  Gillet  &  Co., Inc. (announced March 4, 1999), Ralcorp also holds a
leading  position in the production of private label mayonnaise and shelf-stable
salad  dressings.

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