SecProbe.io

February 13 , 2015

Via E -mail
Mr. Jeff A. Zadoks
Senior Vice President and Chief Financial Officer
Post Holdings, Inc.
2503 S. Hanley Road
St. Louis, Missouri  63144

Re: Post Holdings, Inc.
Form 10 -K for the Fiscal Y ear e nded September 30, 2014
Filed November 28 , 2014
File No . 001-35305

Dear Mr. Zadoks :

We have reviewed your filing  and have the following comment.   In our comment , we 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 comment a pplies  to your facts and cir cumstances 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 Fisc al Year ended September 30, 2014

Management’s Discussion and Analysis of Financial Condition and Results of Operations, page
25

Liquidity and Capital Resources, page 33

Debt Covenants, page 34

1. We note on page 37 the i mpairment charges of the Post Foods brands were primarily the
result of the acceleration of declines within the branded ready -to-eat cereal category , as
well as the expectation that revenue and profit growth for Post Foods will be chal lenged
in the medium to long -term.   It is not clear, however, whether you believe these issues are
reasonably likely to impact your compliance with the financial covenants of your Credit
Agreement, as referenced under Note 14 – Long Term Debt.  Please clar ify for us
whether you believe it is reasonably likely that you will not comply with any of your

Mr. Jeff A. Zadoks
Post Holdings, Inc.
February 13 , 2015
Page 2

 financial covenants, other than your consolidated leverage ratio.  If non -compliance is
reasonably likely, please disclose information about the covenant calculation and  related
details  outlined in Section IV (C) of SEC Release 34 -48960.

We urge all persons who are responsible for the 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 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 t hey have made.

 In responding to our comment, please provide  a written statement from the company
acknowledging that:
 the company is responsible for the adequacy and accuracy of the disclosure in the filing;
 staff comments  or changes to disclosu re in re sponse 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 federal securities laws of the United States.

You may contact Michael Fay, Staff Accountant, at (202) 551 -3812  or Kim Calder ,
Assistant Chief Accountant, at (202) 551 -3701  if you have questions regarding our comment  and
related  matters.  Please contact me at (202) 551 -3386  with any other questions.

Sincerely,

        /s/ Karl Hiller

        Karl Hiller
        Branch Chief