FOR IMMEDIATE RELEASE                                          AT
FRIDAY, JANUARY 3, 1997                            (202) 616-2771
                                               TDD (202) 514-1888


     WASHINGTON, D.C. -- Approving a Colorado ski resort merger
today, the Justice Department set conditions that will preserve
lower prices for hundreds of thousands of skiers in one of
America's most popular winter sports areas. 
     The Department said that Vail Resorts Inc. could go forward
with its $310 million acquisition of Ralston Resorts Inc. as long
as Ralston's Arapahoe Basin Ski Resort is sold to a third party.
     Without the divestiture, the deal likely would have resulted
in higher prices to skiers who live in Colorado's Front Range and
who ski at the resorts on day and overnight trips, the Department
said.  The Front Range is the area east of the Rocky Mountains
including the Colorado cities of Denver, Fort Collins, Boulder,
and Colorado Springs.

     "Competition among ski resorts has meant discounts for
Colorado Front Range skiers," said Joel I. Klein, Acting
Assistant Attorney General in charge of the Department's
Antitrust Division.  "Without selling off the Arapahoe Basin
resort, this deal would have resulted in fewer and smaller
discounts on lift tickets."

     The Department's Antitrust Division and the Colorado
Attorney General filed a civil suit in U.S. District Court in
Denver to block Vail's original deal to acquire Ralcorp.  At the
same time, a proposed settlement was filed that, if entered by
the court, would settle the suit.  
     The complaint alleges that the merger without the proposed
divestiture would have lessened competition substantially in the
Front Range skier market.  Ralston Resorts accounts for more than
26 percent and Vail for about 12 percent of all Front Range skier
days.  Combining both resorts would have resulted in the merged
firm having more than 38 percent of the Front Range market. 
     The complaint also alleges that Vail and Ralston compete
through various lift ticket discounting programs aimed at the
Front Range skier.  This competition limits Vail and Ralston's
ability to raise lift ticket prices or reduce the level of
discounts.  After the merger, the complaint alleges, this
competition would be eliminated, creating an incentive for the
merged company and the remaining ski resorts serving the Colorado
Front Range skier to raise prices.

     The proposed settlement requires the sale of Ralston's
Arapahoe Basin ski resort to an entity capable of operating the
resort as a long-term, viable competitor in the market.  The
divestiture will prevent Front Range skiers from paying higher
lift ticket prices.  Until the sale is accomplished, Arapahoe
Basin must be maintained and operated at least at existing

     Vail Resorts, headquartered in Vail, Colorado, owns the
Vail, Beaver Creek and Arrowhead Mountain ski resorts.  During
the 1995-96 ski season, Vail Resorts had revenues of more than
$140 million.  

     Ralston Resorts is headquartered in Dillon, Colorado.  With
Ralston Foods Inc., Ralston Resorts is a subsidiary of Ralcorp
Holdings Inc.  Ralston Resorts owns Breckenridge, Keystone and
Arapahoe Basin ski resorts.  Revenues during the 1995-96 ski
season for all Ralston Resorts totaled more than $135 million.

     As required by the Tunney Act, the proposed settlement
agreement will be published in the Federal Register, along with
the Department's competitive impact statement.  Any person may
submit comments concerning the proposed settlement agreement
during the 60-day comment period to Craig W. Conrath, Chief,
Merger Task Force, Antitrust Division, U.S. Department of
Justice, 1401 H Street, N.W., Room 4000, Washington, D.C.  20530.

     At the conclusion of the 60-day comment period, the court
may enter the consent decree upon finding that it serves the
public interest.