SecProbe.io

December 8, 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 Response Letter Dated November 22, 2011 File No. 1-35305

Dear Mr. Stiritz:
 We have reviewed your response letter 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. We remind you of the need to provide missing information in the f iling and to file all
omitted exhibits, as we noted in prior comments 3 and 4 from our letter to you dated October 24, 2011.  Ensure that you allow suffi cient time for the staff to review the
materials once they are filed.

Mr. William P Stiritz Post Holdings, Inc. December 8, 2011 Page 2

 Management’s Discussion and Analysis of Financ ial Condition and Results of Operations, page
48
 Critical Accounting Policies and Estimates, page 56

 2. We note you intend to disclose in the amendment to your Form 10, the goodwill and
indefinite lived intangible asset impairment resulting from the impairment analysis performed as of September 30, 2011.  Along with  these disclosures, please also provide
the following:
• Description of the methods and key assump tions used and how the key assumptions
were determined;
• Discussion of the degree of uncertainty associated with the key assumptions. The
discussion regarding uncertainty  should provide specifics to  the extent possible; and
• Description of potential events and/or cha nges in circumstances that could reasonably
be expected to negatively affect the key assumptions.
 Note 2 Summary of Significant Accounting Policies, page F-7

 Cost of Sales, page F-10

 3. We note your response to prior comment 14 wh ich indicates that you make payments to
customers for the costs of store circular s.  Please clarify how you analyzed such
transactions under ASC 605-50-45-2 through 45- 5.  Also, refer to Example 3 in ASC
605-50-55-13 through 55-15.

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

4. We note from your response to prior comment  15 that you have not recognized derivative
instruments in your statement of financial po sition as you were not legally party to any
derivative instruments.  However, we understa nd that you have recognized the effects of
settling the derivative instrume nts; and that you will continue to do so until the spin-off
occurs.  In other words, your accounting indi cates that you are subj ect to the economic
exposure or benefit of these instruments.  If this is correct, please tell us how this
arrangement is being reflected  in your statement of financ ial position.  For derivative
instruments entered into and held by Ralcor p on your behalf, it appe ars you would need
to disclose the values of the derivative assets  and liabilities as of each balance sheet date.

Mr. William P Stiritz Post Holdings, Inc. December 8, 2011 Page 3

 5. Upon completion of the separation agreement w ith Ralcorp, please tell us and disclose
how the derivative instru ments entered into on your behalf  will be disposed.   If the
amounts will be conveyed to you, we expect th ese would need to be apparent in your
historic financial statements or shown as an adjustment in your pro forma financial
statements if you have a viable argument for non-recognition in advance.  If the
instruments will be financially settled between you and Ralcorp, tell us the expected amount to be paid.
 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.

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/H. Roger Schwall   H. Roger Schwall
Assistant Director