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EXHIBIT 10.36

                      2001 RESTRICTED STOCK AWARD AGREEMENT
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                              GRANTED MAY 24, 2001

Ralcorp  Holdings,  Inc.  (the  "Company"), pursuant to its Incentive Stock Plan
(the  "Plan"), grants to William P. Stiritz (the "Recipient") a Restricted Stock
Award  of 1,795 shares of its $.01 par value Common Stock.  The Award is subject
to  the  provisions  of  the  Plan  and  to  the following terms and conditions:

1.     Delivery
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     A  share  certificate  for  this  Award  (the "Certificate"), with a legend
restricting  transfer  as  set  forth  below, will be issued by the Company upon
acceptance by the Recipient of the Award and will be retained by it.  Upon lapse
of  the  restrictions  as  described  below,  a  new  non-legended  certificate
representing shares then released from restrictions will be issued and delivered
to  Recipient.

2.     Lapse  of  Restrictions
       -----------------------

     All  shares will be immediately released from restrictions in the event of:

a.     Recipient's  death;  or,

b.     Recipient'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) or termination due to expiration of
Recipient's  term  without  re-election  to  a  subsequent  term.

3.     Forfeiture
       ----------

All rights in and to any and all shares granted pursuant to this Award that have
not  been  released from restrictions as described in Paragraph 2 above shall be
forfeited  if  Recipient 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.

4.     Shareholder  Rights
       -------------------

Prior  to  the  release  of  restrictions as set forth above, Recipient shall be
entitled to all shareholder rights except the right to sell, pledge, transfer or
otherwise  dispose of the shares, and except that any and all dividends declared
and  paid with respect to restricted shares will be held by the Company in a tax
deferred  account  until  release of restrictions.  Interest will be credited to
the  account  quarterly  on  the full amount in the account until the account is
distributed.  Interest shall be calculated at a rate equal to the average of the
daily  close  of  business  prime rates for the quarter, as such prime rates are
established  by Morgan Guaranty Trust Company of New York, or such other bank as
may  be  designated by the Nominating and Compensation Committee of the Board of
Directors  of  the Company (the "Committee").  On the date on which restrictions
are  released,  or  as  soon

as  practicable  thereafter, all dividends and interest, if any, accrued to that
date  with  respect to the shares on which the restrictions are released will be
payable  to  Recipient.  In the event that the restrictions are not released and
the  award  is  forfeited  pursuant to Paragraph 3 above, Recipient shall not be
entitled  to  receive  any  dividends  and  interest which may have accrued with
respect  to  the  shares  so  forfeited,  unless  approved  by  the  Committee.


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5.     Other
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     The  Company reserves the right, as determined by the Committee, to convert
this  Award  to  a  substantially  equivalent  award  and  to  make  any  other
modification  it  may  consider necessary or advisable to comply with any law or
regulation.  In  addition,  this  Agreement shall be governed by the laws of the
State  of  Missouri.

6.     Effective  Date
       ---------------

     This  Award  shall  be  deemed  to  be  effective  May  24,  2001.

7.     This  Agreement shall supersede a similar agreement between Recipient and
the  Company  relating  to  a  restricted  stock  grant approved by the Board of
Directors  at  its  Meeting  held  on  May  24,  2001.



ACKNOWLEDGED  AND                           RALCORP  HOLDINGS,  INC.
ACCEPTED:
                                            BY:
                                                 ----------------------------
     -----------------------------               R.  W.  Lockwood
Recipient                                        Secretary

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Date

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Location

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