RALCORP HOLDINGS INC /MO
8-K, 2000-12-13
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):  December 13, 2000



                             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)



<PAGE>


Item  5.     Other  Events.

In  a  press release dated December 13, 2000, a copy of which is attached hereto
as  Exhibit  99.1  and  the  text  of which is incorporated by reference herein,
Ralcorp  Holdings,  Inc.  (the  "Company")  announced  that the Company signed a
letter  of  intent  to  purchase the wet products portion of Torbitt & Castleman
Company  LLC,  at Buckner, Kentucky, a producer of private label syrups, Mexican
sauces,  jams  and jellies, barbeque sauces, flavored syrups and other specialty
sauces  with  approximately  $80  million  in  sales.


Item  7.     Exhibits.

Exhibit  99.1   Press  Release  dated  December  13,  2000


                                   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:  December 13, 2000                    By:  /s/ T. G. Granneman
                                                 -------------------
                                                 T. G. Granneman
                                                 Duly Authorized Signatory and
                                                 Chief Accounting Officer


<PAGE>

                                  EXHIBIT INDEX


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


Exhibit  99.1   Press  Release  dated  December  13,  2000




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