SecProbe.io

October 24, 2011
 Mr. William P. Stiritz Chairman of the Board and Chief Executive Officer Post Holdings, Inc. 800 Market Street, Suite 2900 St. Louis, MO  63101
Re: Post Holdings, Inc.
 Registration Statement on Form 10-12B
Filed September 26, 2011 File No. 1-35305

Dear Mr. Stiritz:
 We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with  information so we may better understand your
disclosure.
 Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advi sing us when you will provide the requested
response.  If you do not believe our comments apply to your fact s and circumstances or do not
believe an amendment is appropriate, pl ease tell us why in your response.
 After reviewing any amendment to your filing and the information you provide in
response to these comments, we ma y have additional comments.

Registration Statement on Form 10-12B

 General

 1. References in this letter to your docum ent or filing include the Form 10 or the
information statement filed as exhibit 99.1, as appropriate. Page refe rences and captions
are to the information statement, unless the context requires otherwise.
2. You will expedite the review  process if you address each portion of every numbered
comment that appears in this letter.  Provide complete re sponses and, where disclosure
has changed, indicate precisely where in the marked version of the amendment we will find your responsive changes.  Similarly, to minimize the likelihood that we will reissue
comments, please make corresponding cha nges where applicable throughout your
document.  For example, we might comment on one section or example in the document,
but our silence on similar or re lated disclosure elsewhere doe s not relieve you of the need
to make similar revisions else where as appropriate.  If pa rallel information appears at

Mr. William P Stiritz Post Holdings, Inc. October 24, 2011 Page 2

 more than one place in the document, provide in your response letter page references to
all responsive disclosure.
 3. Please file all omitted exhibits and provide ot her omitted disclosure.  Once you file all the
omitted items, including any material contra cts required to be filed pursuant to Item
601(b)(10) of Regulation S-K, we may have additional comments.  Ensure that you allow
sufficient time for your response to  our review in each case.

4. We may have additional comments once you pr ovide updated disclosure.  Please update
generally, and in particular, provide current information regarding the following items
once known or available:
 The omitted phone numbers for the Investor  Relations units li sted on page ix;
 The receipt and conten ts of the requested IRS letter ruling;
 The particular terms, c onditions, and covenants set forth in the new credit
facilities and indenture (see page 3);
 The identities and pertinent biographical information of those who will serve as
your directors or executive officer s post-separatio n (page 68); and
 A summary of the conflict of in terest policy you adopt (page 80).

5. Please provide us with supplemental, highlight ed copies of the third party sources or
reports upon which you refer for your statisti cal assertions which appear throughout the
document.  Advise us whether these statis tics are publicly available or were only
available for a fee.  In that regard, pleas e revise the disclosure under “Industry and
Market Data” at page iv to eliminate any s uggestion that the disclosure which appears in
your filings is unreliable or may be inaccura te, and revise to clarify that you are
responsible for the accuracy of all such disclosure.
 Risk Factors, page 10

 6. Please revise to eliminate text which mitigates  the risks you present, such as some clauses
which precede or follow “Although,” “While,” or  “However.”  Also revise to state the
risks plainly and directly, rather than indi cating that there can be “no assurance” of a
particular outcome.
 Commodity price volatility and high en ergy costs could ne gatively, page 11

 7. Please confirm to us that you intended to re fer to your hedging program for heating oil
relating to diesel fuel prices, and revise as  necessary to explain briefly the reference.

Mr. William P Stiritz Post Holdings, Inc. October 24, 2011 Page 3

 Following the separation, we will have substantial debt and high leverage, which could adversely
affect our business, page 14
 8. We note your statement that “we will significantl y increase the amount of leverage in our
business.”  If possible, please provide quantitative disclosure  to clarify how much your
leverage is anticipated to increase.
 The Separation, page 23

 9. Please revise your disclosure to explain brie fly how the financial terms of the separation
were determined, including but not lim ited to the financing arrangements.
 Unaudited Pro Forma Condensed Combined Balance Sheet, page 45

10. Generally, pro forma adjustments should be pr esented gross on the f ace of the pro forma
statement. Alternatively, co mponents of the adjustments should be broken out in
sufficient detail in the notes to the pro fo rma statements.  As such, please revise your
presentation to reflect the cash inflows from the issuances of debt and the cash outflows
from the repayment of long-term intercompany debt as well as the cash distribution to
Ralcorp.
Management’s Discussion and Analysis, page 48
11. Please revise to discuss in necessary detail any material known trends which are expected
to continue.  Refer generally to Item 303(a)(1) through 303(a)(4) and Item 303(b) of
Regulation S-K.
Liquidity and Capital Resources, page 53

 12. Please expand your discussion of liquidity and capital resour ces to identify and discuss
factors relevant to providing an understandi ng of the company's future liquidity and
capital resources, particularly in relation to your pending financing arrangements and
cash distribution to Ralcorp. Your discussion should include your e xpectations regarding
your liquidity, debt levels and servicing abilities , sources and uses of cash, future costs of
capital, expected availability of capital, and ability to generate cash and to meet existing
and known or reasonably likely future cash requirements. Please refer to FRC 501.03 and
FRC 501.13.
Critical Accounting Policies and Estimates, page 56

13. We note from the disclosure regarding your goodwill impairment analysis on page 57
that you assumed future revenue growth rates ranging from two to three percent, with a
long term growth rate of three percent.  We further note your statement that such
assumptions were based on actual trends observe d in the first nine months of fiscal 2011.

Mr. William P Stiritz Post Holdings, Inc. October 24, 2011 Page 4

 Please tell us why you believe your assumptions regarding fu ture revenue growth rates
are appropriate given the recent net sales declines from fiscal 2009 to 2010, and for the nine months ended June 30, 2010 compared to the nine months ended June 30, 2011,
discussed on page 49.
 Note 2 Summary of Significant Accounting Policies, page F-7

Revenues, page F-10

Cost of Sales, page F-10

14. If you pay slotting fees, engage in coope rative advertising programs, have buydown
programs, or make other payments to rese llers, please disclose your accounting policy
separately for each of these types of arrang ements, including the statement of earnings
line item that each type of arrangement is incl uded in.  For each expense line item that
includes these types of arrangements, please di sclose the related amounts included in that
line item.  For each type of a rrangement treated as an expense rather than as a reduction
of revenues, please tell us how  this type of arrangement meets the requirements in ASC
605-50.  Please also discuss in MD&A any significant estimates resulting from these
arrangements and consider discussing thes e arrangements in your critical accounting
policies section of the filing as well.

Note 10 Derivative Financial In struments and Hedging, page F-15

15. We note your disclosure that the fair value of derivativ e instruments has not been
reflected in your balance sheet.  Please clar ify how this policy is consistent with ASC
815-10-25-1.  In addition, please provide the disclosures required by ASC 815-10-50.

Note 13 Commitments and Contingencies, page F-16
 Legal Proceedings, page F-16

16. We note from your disclosure that “Pos t’s liability, if any, from pending legal
proceedings cannot be determined with cer tainty…”  Please note that ASC 450 does not
require estimation with precision or certainty.  If there is at  least a reasonable possibility
that a loss exceeding amounts already recognize d may have been incurred, please either
disclose an estimate (or, if true, state that th e estimate is immaterial  in lieu of providing
quantified amounts) of the additional loss or rang e of loss, or state that such an estimate
cannot be made. Please refer to ASC 450-20-50.    If you conclude that you cannot estimate the reasonably possible addi tional loss or range
of loss, please supplementally: (1) expl ain to us the procedures you undertake on a
quarterly basis to attempt to develop a range  of reasonably possibl e loss for disclosure,
and (2) for each material matter, what specif ic factors are causing the inability to estimate

Mr. William P Stiritz Post Holdings, Inc. October 24, 2011 Page 5

 and when you expect those fact ors to be alleviated. We r ecognize that there are a number
of uncertainties and po tential outcomes associated with loss contingencies. Nonetheless,
an effort should be made to develop estim ates for purposes of disclosure, including
determining which of the potential outcom es are reasonably possible and what the
reasonably possible range of losse s would be for those outcomes.

Please include any proposed disc losures in your response.

Note 17 Information about Geographic Ar eas and Major Customers, page F-25

17. We note your disclosure on page 63 indicat ing three distinct types of products;
sweetened, balanced, and uns weetened.  Please disclose revenues from external
customers for each product as required by ASC 280-10-50-40.
 Closing Comments

 We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
 In responding to our comments, please provi de a written statement from the company
acknowledging that:
 the company is responsible for the adequacy an d accuracy of the disclo sure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as  a defense in any proceeding initiated by
the Commission or any person under the federa l securities laws of  the United States.

Mr. William P Stiritz Post Holdings, Inc. October 24, 2011 Page 6

 You may contact Mark Wojciechowski at (202) 551-3759 or John Ca nnarella at (202)
551-3337 if you have questions regarding comments  on the financial statements and related
matters.  Please contact Norman von Holtzendorff at (202) 551-3237 or, in his absence, Timothy
S. Levenberg, Special Counsel, at (2 02) 551-3707 with any other questions.

Sincerely,
   /s/ Brad Skinner for   H. Roger Schwall
Assistant Director