SecProbe.io

February 19, 2014

Via E -mail
Ms. Diedre J. Gray
Senior Vice President, General Counsel and Secretary
Post Holdings, Inc.
2503 S. Hanley Road
St. Louis, Missouri  63144

Re: Post Holdings, Inc.
  Registration Statement on Form S-4
Filed  January 21, 2014
  File No.  333-193468
Form 10 -K for Fisc al Year Ended September 30, 2013
Filed November 17, 2013
File No. 1 -35305

Dear Ms. Gray:

We have limited our review of your  filings  to those issues w e have addressed in our
comment below .  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 advising us when you will provide the requested
response.   If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to this comment , we may have  additional comments.

Form 10 -K for the Fiscal Year Ended September 30, 2013

Consolidated Statements of Cash Flows, page 39

1. We note you reported the premiums received from the issuance of long term debt as a
cash inflow from operating activities.   Per ASC 230 -10-20, operating activities are
generally the cash effects of transactions and events that enter into the determination of
net income.   Tell us why you included the entire debt premium as an adjustment to
reconcile net income to net cash provided by operating activities, rather than only the
premium amortization amount.   Also tell us why you did not include the premium

Diedre J. Gray
Post Holdings, Inc.
February 19, 2014
Page 2

 received as a cash inflow from financing activities within the line item “Proceeds from
issuance of Senior Notes”.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the se filing s to be certain that the filing s include  the information the Securities Act of 193 3,
the Securities Exchange Act of 1934,  and all applicable Securities  Act and Exchange Act rules
require.   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.

Notwithstanding our comments, in the event you request acceleration of the effective date
of the pending registration statement please provide a written statement from the  company
acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

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

Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time  for us to review any amendment prior to the requested effective date of  the
registration statement.

You may contact Lily Dang  at (202) 551 -3867  or Mark Wojciechowski  at (202) 551 -
3759 if you have questions regarding comments on the financial statements and related matters.
Please contact PJ Hamidi  at (202) 551 -3421  or me, at (202)  551-3745, with any other questions.

Sincerely,

 /s/H. Roger Schwall

 H. Roger Schwall
Assistant Director

Diedre J. Gray
Post Holdings, Inc.
February 19, 2014
Page 3

cc: Tom W. Zook
 Lewis, Rice & Fingersh, L.C .