FORM 4
[ X ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

MOORE PATRICK J 		2. Issuer Name and Ticker or Trading Symbol

RALCORP HOLDINGS INC /MO [ RAH ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

RALCORP HOLDINGS, INC., 800 MARKET STREET, SUITE 2600 		3. Date of Earliest Transaction (MM/DD/YYYY)

1/28/2013
(Street)

ST. LOUIS, MO 63101
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8) 		4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) 		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8) 		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4) 		8. Price of Derivative Security
(Instr. 5) 		9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Ralcorp Holdings, Inc. Stock Equivalents     (1) 1/28/2013     A   (1)    127         (2)   (2) $.01 Par Value Common Stock   127   $89.96   2000   (3) D    
Ralcorp Holdings, Inc. Stock Equivalents     (4) 1/29/2013     D   (4)       2000   (4)     (2)   (2) $.01 Par Value Common Stock   2000     (4) 0   (4) D    
Stock Appreciation Right   $74.65   1/29/2013     D         13000   (4)     (5) 2/1/2030   Common Stock   13000     (5) 0   D    

Explanation of Responses:
( 1)  Reporting person's retainers and fees earned as a Director of Issuer are deferred into Ralcorp Holdings, Inc. Stock Equivalents under the Issuer's Deferred Compensation Plan for Non-Management Directors. Reporting person is credited with Stock Equivalents as soon as administratively practicable following the month in which such retainers and fees are earned. The value of these Stock Equivalents is distributed (on a one-for-one basis) in the form of cash upon retirement from the Board of Directors.
( 2)  The Stock Equivalents have no fixed exercisable or expiration dates.
( 3)  Fractional shares credited monthly are reflected in the end of month total.
( 4)  The cash value of the derivative securities will be distributed in accordance with the Agreement and Plan of Merger, dated as of November 26, 2012 (the "Merger Agreement"), by and among Ralcorp Holdings, Inc. ("Ralcorp"), ConAgra Foods, Inc., and Phoenix Acquisition Sub Inc. ("Merger Sub"), pursuant to which Ralcorp merged with and into Merger Sub on January 29, 2013 (the "Merger"). The distribution will occur after the effective date of the merger.
( 5)  Pursuant to the Merger Agreement, each stock appreciation right to acquire shares of Ralcorp common stock, whether or not then vested or exercisable, was cancelled and terminated at the effective time of the Merger in exchange for the right to receive $90.00 cash, without interest.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
MOORE PATRICK J
RALCORP HOLDINGS, INC.
800 MARKET STREET, SUITE 2600
ST. LOUIS, MO 63101 		X



Signatures
Gregory A. Billhartz, Attorney-in-Fact for Patrick J. Moore 1/29/2013
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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