SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
Amendment No.: [ ] *
Name of Issuer: RALCORP HOLDINGS INC.
Title of Class of Securities: COMMON
CUSIP Number: 75102810
Check the following box if a fee is being paid with this statement [ ]. (A fee
is not required only if the filing person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such
class.)(See Rule 13d-7).
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior coverage.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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CUSIP NO. 75102810
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1. NAME OF REPORTING PERSON AND S.S. OR I.R.S. IDENTIFICATION NO.
First Manhattan Co. 13-1957714
2. CHECK THE APPROPRIATE BOX IF
A MEMBER OF A GROUP:
(a) [ ]
(b) [ X ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION: New York
NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER: 69,000
6. SHARED VOTING POWER: 3,151,656
7. SOLE DISPOSITIVE POWER: 69,000
8. SHARED DISPOSITIVE POWER: 3,254,405
9. AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON: 3,323,405**
10. CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES [ ]
11. PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW 9: 10.1%
12. TYPE OF REPORTING PERSON:
BD, IA, PN
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(** includes 109,200 shares owned by family members of General Partners of
First Manhattan Co. which are being reported for informational purposes.
First Manhattan Co. disclaims dispositive power as to 0 shares and
beneficial ownership as to 109,200 shares.)
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Item 1(a) Name of Issuer: RALCORP HOLDING CO.
Item 1(b) Address of Issuer's Principal
Executive Offices: 800 MARKET STREET
ST. LOUIS, MO 63101
Item 1(d) Title of Class of Securities: COMMON
Item 1(e) CUSIP Number: 75102810
Item 2(a) Name of Person Filing: First Manhattan Co.
Item 2(b) Address of Principal Business Office: 437 Madison Avenue
New York, NY 10022
Item 2(c) Citizenship: U.S.A.
Item 3 Check whether the person filing is a:
Item 3(a) X Broker or Dealer registered under Section 15 of the Act.
Item 3(d) X Investment Advisor registered under Section 203 of
the Investment Advisors Act of 1940.
Item 3(b) (c) (e) (f) (g) (h) - not applicable.
Item 4(a) Amount Beneficially Owned: 3,323,405**
Item 4(b) Percent of Class:
Item 4(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote 69,000
(ii) shared power to vote or to direct the vote 3,151,656
(iii) sole power to dispose or to direct the
disposition of 69,000
(iv) shared power to dispose or to direct the
disposition 3,254,405
Item 5 Ownership of Five Percent or Less of Class: [ ]
Item 6 Ownership of More than Five Percent
on Behalf of Another Person:
N/A
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(** includes 109,200 shares owned by family members of General Partners of
First Manhattan Co. which are being reported for informational purposes.
First Manhattan Co. disclaims dispositive power as to 0 shares and
beneficial ownership as to 109,200 shares.)
<PAGE>
Item 7 Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent
Holding Company.
Not applicable
Item 8 Identification and Classification of Members of the
Group.
Not applicable
Item 9 Notice of Dissolution of Group.
Not applicable
Item 10 Certification.
By signing below I certify that, to the best of my knowledge and belief, the
securities referred to above were acquired in the ordinary course of business
and were not acquired for the purpose of and do not have the effect of changing
or influencing the control of the issuer of such securities and were not
acquired in connection with or as a participant in any transaction having such
purpose or effect.
Signature:
After reasonable 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.
Date: JULY 8, 1997
/s/ Neal K. Stearns
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Signature
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Neal K. Stearns, General Partner
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Name/Title
