EXHIBIT 3.1
 
                       RESTATED ARTICLES OF INCORPORATION
                           OF RALCORP HOLDINGS, INC.
 
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                               ARTICLE ONE - NAME
 
     The name of the corporation is Ralcorp Holdings, Inc. (herein referred to
as the "Corporation").
 
                              ARTICLE TWO - OFFICE
 
     The registered office of the Corporation in the State of Missouri is
located at 906 Olive Street, St. Louis, Missouri 63101, and the name of its
initial registered agent at such address is CT Corporation System.
 
                       ARTICLE THREE - AUTHORIZED SHARES
 
     A. CLASSES AND NUMBER OF SHARES
 
     The aggregate number of shares of capital stock which the Corporation is
authorized to issue is 310,000,000 shares, consisting of:
 
    (i)  300,000,000 shares of Common Stock, par value $.01 per share
         ("Common Stock"); and
 
    (ii) 10,000,000 shares of Preferred Stock, par value $.01 per share
         ("Preferred Stock").
 
     B. NO PREEMPTIVE RIGHTS
 
     All preemptive rights are hereby denied, so that none of the Common Stock,
the Preferred Stock or any other security or securities of the Corporation
shall carry with it and no holder or owner of any Common Stock, Preferred Stock
or any other security or securities of the Corporation shall have any
preferential or preemptive right to acquire any additional shares of Common
Stock, Preferred Stock or any other security or securities of the Corporation.
 
     C. NO CUMULATIVE VOTING
 
     All cumulative voting rights are hereby denied, so that none of the Common
Stock, the Preferred Stock or any other security or securities of the
Corporation shall carry with it and no holder or owner of any Common Stock,
Preferred Stock or any other security of the Corporation shall have any right
to vote cumulatively in the election of directors or for any other purpose.
 
     D. TERMS OF PREFERRED STOCK
 
     The terms of the shares of each series of Preferred Stock shall be as
stated and expressed in these Restated Articles of Incorporation or any
amendment thereto, or in the resolution or resolutions providing for the
issuance of such series of Preferred Stock adopted by the Board of Directors.
Subject
 
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to the requirements of the GBCL and the provisions of these Restated Articles
of Incorporation, the Board of Directors is expressly authorized to cause any
number of authorized and undesignated shares of Preferred Stock to be issued
from time to time in one or more series of Preferred Stock with such voting
powers, full or limited, or no voting powers, and such designations,
preferences and relative, participating, optional or other special rights, and
qualifications, limitations or restrictions thereof, if any, as the Board of
Directors may fix by resolution or resolutions, prior to the issuance of any
shares of such series of Preferred Stock, each of which series may differ from
any and all other series, including, without limiting the generality of the
foregoing, the following:
 
  (i)    The number of shares constituting such series of Preferred Stock and
         the designation thereof;
 
  (ii)   The dividend rate, if any, on the shares of such series of Preferred
         Stock, whether and the extent to which any such dividends shall be
         cumulative or non-cumulative, the relative rights of priority, if any,
         of payments of any dividends, and the time at which, and the terms and
         conditions on which, any dividends shall be paid;
 
  (iii)  The right, if any, of the holders of such series of Preferred Stock
         to vote and the manner of voting, except as may otherwise be provided
         by the GBCL and the provisions of these Restated Articles of 
         Incorporation;
 
  (iv)   Whether or not the shares of such series shall be made convertible
         into or exchangeable for other securities of the Corporation, including
         shares of the Common Stock or shares of any other series of the
         Preferred Stock, now or hereafter authorized, the price or prices or 
         the rate or rates at which conversion or exchange may be made, any 
         provision for future adjustment in the conversion or exchange rate, 
         and the terms and conditions upon which the conversion or exchange 
         right shall be exercised;
 
  (v)    The redemption or purchase price or prices of the shares of the
         series of Preferred Stock, if any, and the times at which, and the 
         terms and conditions under which, the shares of such series of 
         Preferred Stock may be redeemed or purchased;
 
  (vi)   The terms of the sinking fund, if any, to be provided for such series
         of Preferred Stock, and the terms and amount of any such sinking fund;
 
  (vii)  The rights of the holders of shares of such series of Preferred
         Stock in the event of a voluntary or involuntary liquidation,
         dissolution or winding up of the Corporation and the relative rights of
         priority, if any, of such holders with respect thereto;
 
  (viii) From time to time to include additional authorized and undesignated
         shares of Preferred Stock in such series; and
 
  (ix)   Any other relative powers, preferences and rights, and any
         qualifications, limitations or restrictions thereof, of such series of
         Preferred Stock.
 
 
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                          ARTICLE FOUR - INCORPORATOR
 
     The name and place of residence of the incorporator of the Corporation is:
 
            R. W. Lockwood
            18 Oleander Drive
            St. Louis, MO  63128
 
                            ARTICLE FIVE - DIRECTORS
 
     A. Number and Classification
 
     The number of directors to constitute the Board of Directors of the
Corporation shall be three. Hereafter, the number of directors shall be fixed
by, or in the manner provided in, the Bylaws of the Corporation, but shall not
be less than three. Any changes in the number of directors shall be reported to
the Secretary of State of Missouri within thirty calendar days of such change,
if required by the GBCL. The directors shall be divided into three classes, as
nearly equal in number as reasonably possible, except that one class may be one
greater or one less in number than the other two classes. At each annual
meeting of shareholders, successors to the class of directors whose term
expires at that annual meeting shall be elected for a three (3) year term (and
until their respective successors shall have been elected and qualified in each
class or until their earlier death, resignation or removal), so that the term
of one class of directors shall expire in each year.  Notwithstanding the
foregoing, whenever the holders of any one or more classes or series of stock
of the Corporation, other than shares of Common Stock, shall have the right,
voting separately by class or series, to elect directors, the election, term of
office, filling of vacancies and other features of such directorship shall be
governed by the terms of these Restated Articles of Incorporation or any
Certificate of Designation thereunder applicable thereto; and such directors so
elected shall not be divided into classes pursuant to this Article unless
expressly provided by such terms. As used in these Restated Articles of
Incorporation, the term "entire Board of Directors" means the total number of
directors fixed by, or in accordance with, these Restated Articles of
Incorporation and the Bylaws of the Corporation.
 
     B. Removal of Directors
 
     At a meeting called expressly for that purpose, one or more members of the
Board of Directors may be removed only for cause and only by the affirmative
vote of at least (i) two-thirds of all members of the Corporation's Board of
Directors, and (ii) two-thirds of all of the then outstanding shares of capital
stock of the Corporation then entitled to vote generally in the election of
directors, voting together as a single class (such vote being in addition to
any required class or other vote). Whenever the holders of the shares of any
class are entitled to elect one or more directors, the provisions of this
Article shall apply in respect of the removal of a director or directors so
elected, to the vote of the holders of the outstanding shares of that class and
not to the vote of the holders of the outstanding shares as a whole. In
addition, any director may be removed from office by the affirmative vote of a
majority of the entire Board of Directors at any time prior to the expiration
of the director's term of office, as provided by law, in the event that the
director fails, at the time of removal, to meet any qualifications stated in
the Bylaws of the Corporation for election as a director or shall be in breach
of any agreement between the director and the Corporation relating to the
director's service as a director or employee of the Corporation.
 
 
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     C. Vacancies
 
     Subject to the rights, if any, of the holders of any class of capital
stock of the Corporation (other than the Common Stock) then outstanding, any
vacancies in the Board of Directors which occur for any reason prior to the
expiration of the term of office of the class in which the vacancy occurs,
including vacancies which occur by reason of an increase in the number of
directors, may be filled only by the Board of Directors, acting by the
affirmative vote of a majority of the remaining directors then in office
(although less than a quorum), until the next election of directors by the
shareholders of the Corporation.
 
     D. Amendment
 
     This Article may be amended, altered, changed or repealed only upon the
affirmative vote of not less than two-thirds of all of the outstanding shares
of capital stock of the Corporation then entitled to vote generally in the
election of directors voting together as a single class; provided, however,
that whenever the holders of shares of any class are entitled to elect one or
more directors, such amendment, alternation, change or repeal shall also
require the affirmative vote of not less than two-thirds of the outstanding
shares of each such class entitled to vote at such meeting.
 
                        ARTICLE SIX - TERM OF EXISTENCE
 
     The Corporation shall have a perpetual existence.
 
                            ARTICLE SEVEN - PURPOSES
 
     The purposes of the Corporation are to engage in any lawful act or
activity for which a corporation now or hereafter may be organized under the
GBCL.
 
                             ARTICLE EIGHT - BYLAWS
 
     The Bylaws of the Corporation may be amended, altered, changed or
repealed, and a provision or provisions inconsistent with the provisions of the
Bylaws as they may exist from time to time may be adopted, only by two-thirds
of all of the members of the Board of Directors.
 
                  ARTICLE NINE - CERTAIN BUSINESS COMBINATIONS
 
     A. Approval
 
     The approval of any Business Combination shall, in addition to any
affirmative vote otherwise required by the GBCL, require the recommendation of
the Board of Directors and the affirmative vote of the holders of not less than
85% of all of the outstanding shares of capital stock of the Company then
entitled to vote at a meeting of shareholders called for such purpose of which
an Interested Shareholder is not the Beneficial Owner; provided, however, that,
notwithstanding the foregoing, any such Business Combination may be approved on
any affirmative vote required by the GBCL if:
 
      (a)  There are one or more Continuing Directors and the Business
           Combination shall have been approved by a majority of them; or
 
      (b)  (1) The consideration to be received by shareholders of each
           class of stock of the Corporation shall be in cash or in the same
           form as the Interested Shareholder and its
 
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            affiliates have previously paid for a majority of the shares of
            such class of stock owned by the Interested Shareholder; and (2)
            the cash, or Market Value of the property, securities or other
            shareholders of each class of stock of the Corporation in the
            Business Combination is not less than the higher of:
 
           (i)  the highest per share price paid by the Interested
                Shareholder for the acquisition of any shares of such class in
                the two years immediately preceding the announcement date of
                the Business Combination, with appropriate adjustments for
                stock splits, stock dividends and like distributions, or
 
           (ii) the Market Value of such shares, on the date the
                Business Combination is approved by the Board of Directors.
 
     B.   Definitions
 
     (a)  For purposes of this Article any terms not otherwise defined
          herein shall have the meanings set forth in Section 351.459 of the
          GBCL as in effect on October 1, 1996.
 
     (b)  The term "Continuing Director" shall mean any member of the
          Board of Directors of the Corporation who is not an Affiliate or
          Associate of the Interested Shareholder and who was a member of the
          Board of Directors prior to the time that the Interested Shareholder
          became an Interested Shareholder, and any successor of a Continuing
          Director if the successor is not an Affiliate or Associate of the
          Interested Shareholder and is recommended or elected to succeed a
          Continuing Director by a majority of Continuing Directors.
 
     C.   Amendment
 
     This Article may be amended, altered, changed or repealed only upon the
affirmative vote of not less than 85% of all of the outstanding shares of
capital stock of the Corporation entitled to vote at a meeting called for such
purpose of which an Interested Shareholder is not the Beneficial Owner;
provided, however, that this Article may be amended, altered, changed or
repealed upon any affirmative vote required by the GBCL, if such amendment,
alternation, change or repeal has been approved by a majority of the Board of
Directors, if there is not an Interested Shareholder, or if there is an
Interested Shareholder, by a majority of the Continuing Directors.
 
 
        ARTICLE TEN - INDEMNIFICATION OF DIRECTORS, OFFICERS AND OTHERS
 
     A. Actions Involving Directors and Officers
 
     The Corporation shall indemnify each person (other than a party plaintiff
suing on his or her behalf or in the right of the Corporation) who at any time
is serving or has served as a director or officer of the Corporation against
any claim, liability or expense incurred as a result of such service, or as a
result of any other service on behalf of the Corporation, or service at the
request of the Corporation as a director, officer, employee, member, or agent
of another corporation, partnership, joint venture, trust, trade or industry
association, or other enterprise (whether incorporated or unincorporated,
for-profit or not-for-profit), to the maximum extent permitted by law. Without
limiting the generality of the foregoing, the Corporation shall indemnify any
such person who was or is a party (other than a party
 
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plaintiff suing on his or her behalf or in the right of the Corporation), or is
threatened to be made a party, to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(including, but not limited to, an action by or in the right of the
Corporation) by reason of such service, against expenses (including, without
limitation, attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him or her in connection with such action,
suit or proceeding.
 
     B. Actions Involving Employees or Agents
 
     1. Permissive Indemnification.  The Corporation may, if it deems
appropriate and as may be permitted by this Article, indemnify any person
(other than a party plaintiff suing on his or her own behalf or in the right of
the Corporation) who at any time is serving or has served as an employee or
agent of the Corporation against any claim, liability or expense incurred as a
result of such service, or as a result of any other service on behalf of the
Corporation, or service at the request of the Corporation as a director,
officer, employee, member, or agent of another corporation, partnership, joint
venture, trust, trade or industry association, or other enterprise (whether
incorporated or unincorporated, for-profit or not-for-profit), to the maximum
extent permitted by law or to such lesser extent as the Corporation, in its
discretion, may deem appropriate. Without limiting the generality of the
foregoing, the Corporation may indemnify any such person who was or is a party
(other than a party plaintiff suing on his or her own behalf or in the right of
the Corporation), or is threatened to be made a party, to any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (including, but not limited to, an action by or
in the right of the Corporation) by reason of such service, against expenses
(including, without limitation, attorneys' fees), judgments, fines and amounts
paid in settlement actually and reasonably incurred by him or her in connection
with such action, suit or proceeding.
 
     2. Mandatory Indemnification.  To the extent that an employee or agent of
the Corporation has been successful on the merits or otherwise in defense of
any action, suit or proceeding referred to in Section B.1 of this Article, or
in defense of any claim, issue or matter therein, he or she shall be
indemnified against expenses (including, without limitation, attorneys' fees)
actually and reasonably incurred by him or her in connection with the action,
suit or proceeding.
 
     C. Determination of Right to Indemnification in Certain Circumstances
 
     Any indemnification required under Section A of this Article or authorized
by the Corporation in a specific case pursuant to Section B of this Article
(unless ordered by a court) shall be made by the Corporation unless a
determination is made reasonably and promptly that indemnification of the
director, officer, employee or agent is not proper under the circumstances
because he or she has not met the applicable standard of conduct set forth in
or established pursuant to this Article. Such determination shall be made (1)
by the Board of Directors by a majority vote of a quorum consisting of
directors who were not parties to such action, suit or proceeding, or (2) if
such a quorum is not obtainable, or even if obtainable a quorum of
disinterested directors so directs, by independent legal counsel in a written
opinion, or (3) by majority vote of the shareholders; provided that no such
determination shall preclude an action brought in an appropriate court to
challenge such determination.
 
     D. Standard of Conduct
 
     Except as may otherwise be permitted by law, no person shall be
indemnified pursuant to this Article (including without limitation pursuant to
any agreement entered into pursuant to Section G of this
 
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Article) from or on account of such person's conduct which is finally adjudged
to have been knowingly fraudulent, deliberately dishonest or willful
misconduct. The Corporation may (but need not) adopt a more restrictive
standard of conduct with respect to the indemnification of any employee or
agent of the Corporation.
 
     E. Advance Payment of Expenses
 
     Expenses incurred by a person who is or was a director or officer of the
Corporation in defending a civil or criminal action, suit, proceeding or claim
shall be paid by the Corporation in advance of the final disposition of such
action, suit, proceeding or claim, and expenses incurred by a person who is or
was an employee or agent of the Corporation in defending a civil or criminal
action, suit, proceeding or claim may be paid by the Corporation in advance of
the final disposition of such action, suit, proceeding or claim as authorized
by or at the direction of the Board of Directors, in either case upon receipt
of an undertaking by or on behalf of the director, officer, employee or agent
to repay such amount if it shall ultimately be determined that such person is
not entitled to be indemnified by the Corporation as authorized in or pursuant
to this Article.
 
     F. Rights Not Exclusive
 
     The indemnification and other rights provided by this Article shall not be
deemed exclusive of any other rights to which those seeking indemnification may
be entitled under any agreement, vote of shareholders or disinterested
directors or otherwise, and the Corporation is hereby specifically authorized
to provide such indemnification and other rights by any agreement, vote of
shareholders or disinterested directors or otherwise.
 
     G. Indemnification Agreements Authorized
 
     Without limiting the other provisions of this Article, the Corporation is
authorized from time to time, without further action by the shareholders of the
Corporation, to enter into agreements with any director, officer, employee or
agent of the Corporation providing such rights of indemnification as the
Corporation may deem appropriate, up to the maximum extent permitted by law.
Any agreement entered into by the Corporation with a director may be authorized
by the other directors, and such authorization shall not be invalid on the
basis that similar agreements may have been or may thereafter be entered into
with other directors.
 
     H. Insurance
 
     The Corporation may purchase and maintain insurance on behalf of any
person who is or was a director, officer, employee or agent of the Corporation,
or who is or was otherwise serving on behalf of the Corporation in any capacity
or at the request of the Corporation as a director, officer, employee or agent
of another corporation, partnership, joint venture, trust, trade or industry
association or other enterprise (whether incorporated or unincorporated,
for-profit or not-for-profit) against any claim, liability or expense asserted
against such person and incurred by such person in any such capacity, or
arising out of such person's status as such, whether or not the Corporation
would have the power to indemnify such person against such liability under the
provisions of this Article.
 
 
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     I. Certain Definitions
 
     For the purpose of this Article:
 
     (i)   Any director, officer, employee or agent of the Corporation who
           shall serve as a director, officer, employee or agent of another
           corporation, partnership, joint venture, trust or other enterprise
           of which the Corporation, directly or indirectly, is or was the      
           owner of 20% or more of the outstanding voting stock (or
           comparable interests), shall be deemed to be so serving at the
           request of the Corporation, unless the Board of Directors of the
           Corporation shall determine otherwise. In all other instances when
           any person shall serve as a director, officer, employee or agent of
           another corporation, partnership, joint venture, trust, trade or
           industry association or other enterprise of which the Corporation is
           or was a stockholder or creditor, or in which it is or was otherwise
           interested, if it is not otherwise established that such person
           is or was serving as a director, officer, employee or agent at the
           request of the Corporation, the Board of Directors of the
           Corporation may determine whether such service is or was at the
           request of the Corporation, and it shall not be necessary to show
           any actual or prior request for such service.
 
     (ii)  References to a corporation include all constituent
           corporations absorbed in a consolidation or merger as well as the
           resulting or surviving corporation so that any person who is or was
           a director, officer, employee or agent of a constituent corporation
           or is or was serving at the request of a constituent corporation as
           a director, officer, employee or agent of another corporation,
           partnership, joint venture, trust, trade or industry association or
           other enterprise shall stand in the same position under the
           provisions of this Article with respect to the resulting or
           surviving corporation as such person would if such person had served
           the resulting or surviving corporation in the same capacity.
 
     (iii) The term "other enterprise" shall include, without
           limitation, employee benefit plans and voting or taking action with
           respect to stock or other assets therein; the term "serving at the
           request of the Corporation" shall include, without limitation, any
           service as a director, officer, employee or agent of a corporation
           which imposes duties on, or involves services by, a director,
           officer, employee or agent of the Corporation with respect to any
           employee benefit plan, its participants, or beneficiaries; and
           unless a person's conduct in connection with an employee benefit
           plan is finally adjudicated to have been knowingly fraudulent,
           deliberately dishonest or willful misconduct, such person shall be
           deemed to have satisfied any standard of care required by or
           pursuant to this Article in connection with such plan; the term
           "fines" shall include, without limitation, any excise taxes assessed
           on a person with respect to an employee benefit plan and shall also
           include any damages (including treble damages) and any other civil
           penalties.
 
     J. Survival
 
     The indemnification and other rights provided pursuant to this Article
shall apply both to action by any director, officer, employee or agent of the
Corporation in an official capacity and to action in another capacity while
holding such office or position, and shall continue as to a person who has
ceased to be a director, officer, employee or agent of the Corporation and
shall inure to the benefit of the heirs, 
 
 
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executors and administrators of such a person. Notwithstanding any other
provision in these Restated Articles of Incorporation, any indemnification
rights arising under or granted pursuant to this Article shall survive
amendment or repeal of this Article with respect to any acts or omissions
occurring prior to the effective time of such amendment or repeal and persons
to whom such indemnification rights are given shall be entitled to rely upon
such indemnification rights with respect to such acts or omissions as a binding
contract with the Corporation.
 
     K. Liability of the Directors
 
     It is the intention of the Corporation to limit the liability of the
directors of the Corporation, in their capacity as such, whether to the
Corporation, its shareholders or otherwise, to the fullest extent permitted by
law. Consequently, should the GBCL or any other applicable law be amended or
adopted hereafter so as to permit the elimination or limitation of such
liability, the liability of the directors of the Corporation shall be so
eliminated or limited without the need for amendment of these Restated Articles
of Incorporation or further action on the part of the shareholders of the
Corporation.
 
     L. Amendment
 
     This Article may be amended, altered, changed or repealed only upon the
affirmative vote of not less than 85% of all of the outstanding shares of
capital stock of the Corporation then entitled to vote generally in the
election of directors voting together as a single class.
 
        ARTICLE ELEVEN - AMENDMENT OF RESTATED ARTICLES OF INCORPORATION
 
     The Corporation reserves the right to amend, alter, change or repeal any
provision contained in these Restated Articles of Incorporation in the manner
prescribed herein for amendment of such provision and if not so prescribed then
in the manner now or hereafter prescribed by law and all rights and powers
conferred herein on shareholders, directors and officers of the Corporation are
subject to this reserved power.