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Correspondence Letter

 December 16, 2011

 VIA EDGAR

 U.S. Securities and Exchange Commission

100 F Street, NE

 Washington, D.C. 20549-4628

 Attention: H. Roger Schwall

     Assistant Director, Division of Corporation Finance

Re:
Post Holdings, Inc.

 Registration Statement on Form 10

 Filed September 26, 2011

 File No. 1-35305

 Dear Mr. Schwall:

 I am writing this letter on behalf of Post Holdings, Inc.
(the “Company”) in response to the comment letter of the Staff of the Commission dated December 8, 2011 regarding the above-referenced registration statement filed by the Company. We plan to file Pre-Effective Amendment No. 1 to
Registration Statement on Form 10 (the “Amendment”) in the coming weeks. As discussed with members of the Staff, we are providing this letter to address the Staff’s comments as promptly as possible and describe how we intend to revise
our disclosure in response thereto.

 This letter sets forth each comment of the Staff in the comment letter (numbered in
accordance with the comment letter) and, following each comment, sets forth the Company’s response.

 Registration Statement on Form
10-12B

 General

 1. We remind you of the need to provide missing information in the filing 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 sufficient time for the staff to review the materials once they are filed.

 Response: The Company
acknowledges the Staff’s comment and undertakes to file all exhibits, including any material contracts required to be filed pursuant to Item 601(b)(10) of Regulation S-K, once available.

Management’s Discussion and Analysis of Financial Condition and Results of Operations, page 48

Critical Accounting Policies and Estimates, page 56

 Mr. H. Roger Schwall

 December 16, 2011

 Page 2

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 assumptions 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 changes in circumstances that could reasonably be expected to negatively affect the key assumptions.

 Response: The Company will revise its disclosures to address the Staff’s comment in
substantially the form attached as Exhibit A-2.

 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 which indicates that you make payments to customers for the costs of store circulars. 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.

 Response: The Company makes payments to certain customers (resellers) to promote our products in their stores through temporary price reductions (buydowns) and displaying our products in their
in-store circulars or advertisements along with other products. The customer generally receives the combination of a discount on the promoted product (on a per item basis) and a lump sum payment for including our product in their in-store circulars
and advertisements. The Company’s current policy is to record these transactions as a reduction in revenue. Based on 605-50-45-4, we believe that the discount portion of the transaction is properly recorded as a reduction in revenue, as the
discount represents a “buydown” to lower prices to our customer with the intent of lowering the price to the end consumer. However, the lump sum payment for advertising, which is less than $2 million annually (approximately .5% of our
total fiscal 2011 trade allowances), should be recorded as an expense per ASC 605-50-45-2, as the amount is separable and provides the Company with an identifiable benefit for which the fair value is reasonably estimable. We will adjust our policy
regarding lump sum payments for in store circulars and advertisements on a prospective basis to record the lump sum portion of the allowance as an expense.

 Note 10 Derivative Financial Instruments 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 position as you were not legally party to any derivative instruments. However, we understand that you have recognized the
effects of settling the derivative instruments; and that you will continue to do so until the spin-off occurs. In other words, your accounting indicates that you are subject 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 financial position. For derivative instruments entered into and held by Ralcorp on your behalf, it appears you would need to disclose the values of the derivative
assets and liabilities as of each balance sheet date.

 Mr. H. Roger Schwall

 December 16, 2011

 Page 3

Response: Ralcorp manages commodity price risks on an entity-wide basis through a centralized procurement function. Commodity
contracts (options, futures and swaps) are entered into by Ralcorp to hedge commodity usage across all of its business units, including Post. Ralcorp’s centralized procurement function assesses needs and risks across all of its businesses,
enters into derivative contracts with the intent to hedge the risk of future commodity fluctuations, and applies hedge accounting where appropriate. Each derivative contract generally covers multiple business units (and multiple reporting segments)
for a single commodity. For example, Ralcorp may enter into a single corn derivative contract that covers usage for its Branded Cereal Products segment, the Other Cereal Products segment, and possibly other segments, as Ralcorp typically has common
commodity needs across many of its plant locations.

 Because each commodity contract typically covers multiple plant (and
segment) locations and the legal owner of the contracts is Ralcorp, the derivative assets and liabilities are not recorded on the balance sheets of the individual business units. Accordingly, these derivative assets and liabilities have not been
allocated to Post’s carved out balance sheet. However, the income statement effects of Ralcorp’s derivative contracts are allocated from Ralcorp to the individual business units (including Post) via intercompany accounts (included in net
investment of Ralcorp in the separate financial statements for Post) when the commodity is received by the plant.

 Based on
the fact that Ralcorp’s commodity contracts are for the benefit of multiple plant locations (including non-Post related facilities) and that Ralcorp is the legal owner of the contracts, we believe it is most appropriate to exclude the
derivatives from Post’s stand alone balance sheet. However, we will revise our disclosure as outlined in Exhibit B-4 to provide the estimated fair value of derivative contracts which are held by Ralcorp for the benefit of Post (which was
approximately $10 million as of September 30, 2011). Also, please see our response to comment 5 below, which describes how we plan to address Post’s open derivative positions at separation.

5. Upon completion of the separation agreement with Ralcorp, please tell us and disclose how the derivative instruments entered into on
your behalf will be disposed. If the amounts will be conveyed to you, we expect these 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.

 Response: Ralcorp plans to settle all open commodity contract positions applicable to Post prior to completion of the spin-off from Ralcorp, and has no plan to convey derivative contracts to Post.
For derivative contracts closed but not yet distributed (i.e., awaiting commodity delivery to the plant), we intend to settle these gain/loss positions with Ralcorp at or after separation. Although we cannot currently determine the amount to be
paid, we estimate the amount of net loss applicable to Post was approximately $5.6 million as of September 30, 2011. We have not included a pro forma adjustment related to this amount because the effect would be insignificant.

In connection with the foregoing, the Company acknowledges that:

•

 the Company is responsible for the adequacy and accuracy of the disclosure in the filings;

•

 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 federal securities laws of
the United States.

 Mr. H. Roger Schwall

 December 16, 2011

 Page 4

I appreciate your prompt review and look forward to hearing from you with respect to the foregoing responses. If you have any questions or
if you require any additional information with respect to these matters, please contact Tom Granneman via telephone at (314) 877-7730 or me via telephone at (314) 877-7125 or either of us via facsimile at (314) 877-7748.

Sincerely,

 /s/ Gregory A. Billhartz

 Gregory A. Billhartz

 Secretary

cc:
Mark Wojciechowski

 John
Cannarella

 Norman von Holtzendorff

 Timothy S. Levenberg

         U.S.
Securities and Exchange Commission

 Thomas G. Granneman

 Exhibit A-2

 CRITICAL ACCOUNTING POLICIES AND ESTIMATES

 We review long-lived assets,
including leasehold improvements, property and equipment, and amortized intangible assets for impairment whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable. Long-lived
assets to be disposed of are reported at the lower of the carrying amount or fair value less the cost to sell.

 Trademarks
with indefinite lives are reviewed for impairment during the fourth quarter of each fiscal year following the annual forecasting process, or more frequently if facts and circumstances indicate the trademark may be impaired. The trademark impairment
tests require us to estimate the fair value of the trademark and compare it to its carrying value. The estimated fair value is determined using an income-based approach (the relief-from-royalty method), which requires significant assumptions for
each brand, including estimates regarding future revenue growth, discount rates, and appropriate royalty rates. In our recent tests, we assumed discount rates of 9% and royalty rates ranging from 0% to 8% based on consideration of several factors
for each brand, including profit levels, research of external royalty rates by third party experts, and the relative importance of each brand to the Company. Revenue growth assumptions are based on historical trends and management’s
expectations for future growth by brand. The discount rate is based on industry market data of similar companies, and includes factors such as the weighted average cost of capital, internal rate of return, and weighted average return on assets. The
failure in the future to achieve revenue growth rates, an increase in the discount rate, or a significant change in the trademark profitability and corresponding royalty rate assumed would likely result in the recognition of a trademark impairment
loss.

 In June 2011, a trademark impairment loss of $32.1 million was recognized related to the Post Shredded Wheat and
Grape-Nuts trademarks based on reassessments triggered by the announced separation of Post from Ralcorp. The trademark impairment was due to reductions in anticipated future sales as a result of competition, lack of consumer response to advertising
and promotions for these brands, and further reallocations of advertising and promotion expenditures to higher-return brands. These factors, particularly the lower than expected revenues during 2011 and further declines in market share, led us to
lower royalty rates for both the Shredded Wheat and Grape-Nuts brands as well as further reduce future sales growth rates, resulting in a partial impairment of both brands.

 Based upon a preliminary review of the Post business conducted by the newly appointed Post management team in October, sales declines in the fourth quarter and continuing into October, and weakness in the
branded ready-to-eat cereal category and the broader economy, management determined that additional strategic steps were needed to stabilize the business and the competitive position of its brands. The impact of these steps was a reduction of
expected net sales growth rates and profitability of certain brands in the near term. Consequently, an additional trademark impairment loss of $106.6 million was recognized in the quarter ended September 30, 2011, primarily related to the Honey
Bunches of Oats, Post Selects, and Post trademarks. Holding all other assumptions constant, if the discount rate had been one-quarter percentage point higher, if the sales growth rates for each period had been one-quarter percentage point lower, or
if the royalty rates had been one-quarter percentage point lower, the impairment of all indefinite-lived trademarks at September 30, 2011 would have been $22 million to $53 million higher. Excluding the five brands with related impairment
charges in September 2011, each of our other material indefinite-lived trademarks had estimated fair values which exceeded their carrying values by at least 10% with the exception of the Grape-Nuts trademark which had an estimated fair value
approximately equal to its carrying value.

 As noted above, assessing the fair value of our indefinite lived trademarks includes, among
other things, making key assumptions for estimating revenue growth rates and profitability (and corresponding royalty rates) by brand. These assumptions are subject to a high degree of judgment and complexity. We make every effort to estimate
revenue growth rates and profitability by brand as accurately as possible with the information available at the time the forecast is developed. However, changes in the assumptions and estimates may affect the estimated fair value of the individual
trademark, and could result in additional impairment charges in future periods. Factors that have the potential to create variances in the estimated fair value of each trademark include but are not limited to (i) fluctuations in forecasted
sales volumes, which can be driven by multiple external factors affecting demand, including macroeconomic factors, competitive dynamics in the ready-to-eat cereal category, changes in consumer preferences, and consumer responsiveness to our
promotional and advertising activities; (ii) product costs, particularly commodities such as wheat, corn, rice, sugar, nuts, oats, corrugated packaging and diesel, and other production costs which could negatively impact profitability and
corresponding royalty rate; and (iii) interest rate fluctuations and the overall impact of these changes on the appropriate discount rate.

 Goodwill represents the excess of the cost of acquired businesses over the fair market value of their identifiable net assets. In the fourth quarter of fiscal 2011, we early adopted ASU No. 2011-8
“Intangibles – Goodwill and Other (Topic 350): Testing Goodwill for Impairment.” We conduct a goodwill impairment qualitative assessment during the fourth quarter of each fiscal year following the annual forecasting process, or more
frequent