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Exhibit 10.1      Corrected  Agreement  between  Ralcorp  Holdings,  Inc.  and
                  J. R. Micheletto dated May 23, 2002.

                                       May  23,  2002

Mr.  Joe  R.  Micheletto
Ralcorp  Holdings,  Inc.
800  Market  Street,  Suite  2900
St.  Louis,  MO  63101

Dear  Joe,

As  we  have discussed, the Nominating and Compensation Committee believes it is
prudent  to  focus strategic options for the Company and/or on identification of
your  successor  as Chief Executive Officer.  The Committee would very much like
for  you to continue in your present position until your successor is appointed.
Since  you  have  asked  for  clarification  on the terms and conditions of your
continued  service,  the  Committee  has instructed me to set them forth in this
letter  as  follows:

1.     Your  service  as Chief Executive Officer would continue until you resign
or  the  Committee,  in  its  absolute discretion, terminates your employment as
Chief  Executive Officer.  Your termination would be effective thirty days after
receipt  by  the  Committee  of  your letter of resignation or receipt by you of
written  notice  of  your  termination by the Committee, as the case may be.  If
such  termination is by the Committee and occurs prior to December 31, 2002, you
would  continue  to  serve  as  an  employee-consultant  from  the  date of your
termination  as  CEO  until  December  31,  2002.

2.     During  the  remainder  of  your service as Chief Executive Officer or as
employee-consultant,  you will continue to receive salary at a rate no less than
that in effect on the date of this agreement.  You will also continue to receive
the  benefits you are receiving on that date.  Your annual bonus would be, as it
is  now,  subject  to  the  sole  discretion  of  the  Committee.

3.     In  addition,  you  would  be  eligible for special incentive pay for the
period  beginning  on  the date of this letter agreement and ending December 31,
2002.  The  amount of this special incentive pay would be determined as follows:

     a.     The  maximum  amount  of the special incentive pay would be equal to
the  cash  value  of  100,000  shares of Ralcorp stock.  The value of the shares
would  be based on the average of the closing price of Ralcorp's  stock  on  the
NYSE  for  the  ten  trading  days  prior  to  December  31, 2002.  You would be
entitled  to  the maximum amount if you serve as CEO until  December  31,  2002,
or  if you are earlier terminated as CEO by the Committee.  If you resign as CEO
before  December  31,  2002,  the number of shares will be prorated based on the
number  of  full  or  partial  calendar  months  served  after  the date of this
agreement.

     b.     Upon  a change in control of the Company prior to December 31, 2002,
your  right  to  receive  salary,  bonus and benefits under this agreement would
cease.  However,  you  would  be  entitled  to  a special incentive pay award as
provided  in  Section  3(a)  of  this  agreement.  Under  such  circumstances in
calculating the amount of your special incentive pay, the value of each share of
Ralcorp  stock  would be equal to the value of the per share consideration to be
received  by  shareholders  in  the  change  in  control.

     c.     Payment  of  your  special  incentive  pay  would be made in cash on
January  15,  2003.

     d.     In the event of your death prior to payment, the full amount of your
special incentive pay (without pro-ration) would be paid to your wife, Marty, if
she  survives  you,  and  if  not,  to  your personal representative or to those
entitled  to your estate as soon as practicable following your death.  The value
of  the 100,000 shares of Ralcorp stock would be determined based on the average
of the closing prices of the stock on the NYSE for the ten trading days prior to
the  date  of  your  death.

If  the  foregoing  is  acceptable  to  you, please sign where designated below.

                                  Sincerely

                                  /s/ Jack W. Goodall
                                  --------------------------
                                  Jack  W.  Goodall


Accepted:  /s/ J. R. Micheletto
          -----------------------
           J.  R.  Micheletto