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EXHIBIT 10.34

                    2001 NON-QUALIFIED STOCK OPTION AGREEMENT
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     Ralcorp Holdings, Inc. (the "Company"), effective May 24, 2001, grants this
Non-Qualified  Stock  Option to _______________ ("Optionee") to purchase a total
of  _______  shares of its $.01 par value Common Stock (the "Common Stock") at a
price of $16.25 per share pursuant to the Ralcorp Holdings, Inc. Incentive Stock
Plan  (the  "Plan").  Subject  to  the  provisions of the Plan and the following
terms,  Optionee may exercise this option as set forth below by tendering to the
Company  written  notice  of exercise together with the purchase price in either
cash,  or in shares of Common Stock of the Company at their fair market value as
determined  by  the  Company's Board of Directors (the "Board"), or in both cash
and  such  shares.

     NOW  THEREFORE, the Company and Optionee agree, for and in consideration of
the  terms  hereof,  as  follows:

1.     Exercise  -  This  Option shall become exercisable upon the occurrence of
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any of the events set forth below.  This Option shall become exercisable in full
on the date of such event and shall remain exercisable for the periods set forth
below.  Thereafter,  the unexercised portion of this Option is forfeited and may
not  be  exercised.

a.     Optionee's  death  (exercisable  for  three  years).

b.     Optionee's  voluntary  termination or retirement (whether pursuant to any
mandatory  retirement  provision  of  the  Company's  Articles of Incorporation,
Bylaws  or  Board  resolution,  or  otherwise)  at or after attainment of age 70
(exercisable  for  three  years).

c.     Optionee's  voluntary  termination  due  to mental or physical impairment
resulting in his inability to serve as a Director (exercisable for three years).

d.     Optionee's  voluntary  termination,  or  termination due to expiration of
Optionee's  term  without re-election to a subsequent term in connection with or
following  a  Change-in-Control  (exercisable  for  six  months).

e.     Optionee's  voluntary  termination,  or  termination due to expiration of
Optionee's  term  without  re-election  to  a  subsequent  term other than under
circumstances  set  forth  in paragraphs 1.b., 1.c., or 1.d. (exercisable for 90
days).

2.     Forfeiture  -  Notwithstanding  anything to the contrary contained in the
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Plan,  this  Option  is  subject  to  forfeiture if Optionee is removed from his
position  as  a Director for cause in accordance with the Company's Articles and
Bylaws and the corporation laws of the State of Missouri or if Optionee fails to
exercise this Option within the appropriate period set forth in paragraph 1, but
shall  not be subject to forfeiture for any other reason.  Following forfeiture,
no  portion  of  this  Option  may  be  exercised.

3.     Change  in  Control  -  In  the case of a Change in Control (other than a
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transaction  in which the Company is the continuing or surviving corporation and
which  does not result in the outstanding shares of Common Stock being converted
into  or  exchanged  for  different  securities,  cash or other property, or any
combination  thereof),  Optionee shall have the right (subject to the provisions
of  the  Plan  and  any  limitation  applicable  to the Option contained herein)
thereafter  and  during the term of the Option, to receive upon exercise thereof
the  Acquisition  Consideration (as defined below) receivable upon the Change in
Control  by  a  holder  of the number of shares of Common Stock which would have
been  obtained  upon  exercise of the Option or portion thereof, as the case may
be,  immediately  prior  to  the  Change  in  Control.


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4.     Definitions  -  For  purposes of this Agreement, the following terms have
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the  meanings  set  forth  below:

     a.     "Acquisition  Consideration"  -  Shall  mean  the kind and amount of
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shares  of  the  surviving  or  new  corporation,  cash, securities, evidence of
indebtedness, other property or any combination thereof receivable in respect of
one  share of the Common Stock upon consummation of a Change in Control.  In the
case  of  a  Change  in  Control resulting from the event set forth in paragraph
4(b)(i),  the  value  of  the  Acquisition  Consideration  shall be equal to the
highest  price  paid  by  such  person for a share of the Company's Common Stock
during  the  two-year  period preceding the date on which such person became the
beneficial  owner of more than 50% of the Company's Common Stock.  If such price
is  paid  in  the  form  of non-cash consideration, the value of the Acquisition
Consideration  shall  be equal to the fair market value of such consideration at
the  time  of  the  purchase  of  such  share.

     b.     "Change in Control" - Shall mean when (i) a person, as defined under
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the  securities laws of the United States, acquires beneficial ownership of more
than  50%  of  the  outstanding  voting  securities  of the Company; or (ii) the
directors  of the Company, immediately before a business combination between the
Company  and  another  entity, or a proxy contest for the election of directors,
shall  as  a  result  of  such  business  combination or proxy contest, cease to
constitute  a majority of the Board of Directors of the Company or any successor
to  the  Company.

5.     This  Agreement  shall  be  governed by the laws of the State of Missouri
without  reference  to  the  conflict  of  laws  provisions  thereof.

6.     No  amendment  or  modification  of this Option shall be valid unless the
same shall be in writing and signed by the Company and Optionee.  The foregoing,
however,  shall  not  prevent  the  Company  from amending or modifying the Plan
except  that  no  such  amendment  or  modification  shall  adversely affect the
Optionee's  rights  under  this  Option  Agreement.

ACKNOWLEDGED                               RALCORP  HOLDINGS,  INC.
AND  ACCEPTED:


                                           BY:
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Optionee                                       R.  W.  Lockwood
                                               Secretary

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Date