SecProbe.io

January 24, 2012
 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.
 Amendment No. 3 to Registrati on Statement on Form 10-12B
Filed January 19, 2012 Letter Dated January 20, 2012 File No. 1-35305

Dear Mr. Stiritz:
 We have reviewed your filing and letter and have the following comments.  In some of
our comments, we may ask you to provide us wi th 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.
            Amendment No. 3 to Registration Statement on Form 10-12B

 General

 Material U.S. Federal Income Tax Cons equences of the Distribution, page 40

 1. We note that on January 20, 2012, Ralcorp announ ced that it received the referenced IRS
private letter ruling regarding the distribution and related tran sactions.  Please update the
Form 10 accordingly, eliminating in that rega rd any ambiguity regarding the potential
receipt of the letter and suggestions that the disclosu re is “for general information
purposes only.”

Mr. William P Stiritz Post Holdings, Inc. January 24, 2012 Page 2

 Corporate Governance and Management – Our Directors and Executive Officers, page 90

2. You have provided new biographical sketches .  Please revise to eliminate gaps or
ambiguities with regard to time for each indivi dual listed, clarifying the date of retirement
or the month and year when each position within the past five years began and ended.
 Security Ownership of Certain Benefi cial Owners and Management, page 103

 3. You added several new entities as holders.  Fo r each listed holder that is not a natural
person, please include tabular entries and corresponding footnotes  to identify those
natural persons who beneficially hold the li sted securities.  See Exchange Act Rule
13d-3.
Certain Relationships and Relate d Party Transactions, page 104

4. Please enhance your disclosure about the confli ct of interest policy to ensure that you
provide all the information that Item 404 of  Regulation S-K, incl uding 404(b)(1)(ii) and
(b)(1)(iv) requires. Also, if the use of D&O questionnaires and the Audit Committee’s
role is defined or will be defined in writing, please make  that clear in your filing.

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. January 24, 2012 Page 3

 Please contact Norman von Holtzendorff at (202) 551-3237 or, in his absence, Timothy
S. Levenberg, Special Counsel, at (202) 551-3707 with any questions.

Sincerely,
   /s/H. Roger Schwall   H. Roger Schwall
Assistant Director