10KSB/A

 THIS DOCUMENT IS A COPY OF THE FORM 10KSB FILED ON
 OCTOBER 16, 1996 PURSUANT TO A RULE 201 TEMPORARY HARDSHIP EXEMPTION


                               Total number of pages: 42
                               Exhibit Index Page: 16

             SECURITIES AND EXCHANGE COMMISSION
                  WASHINGTON, D.C.  20549

                       FORM 10-KSB
(Mark One)

- --X--     Annual Report pursuant to Section 13 or 15 (d) of the 
          Securities Exchange Act of 1934 (Fee Required)

- -----      For the fiscal year ended June 30, 1996 or

          Transition report pursuant to Section 13 or 15 (d)
          of the Securities Exchange Act of 1934.  (No fee 
          required)

          For the transition period ------- to -------

          Commission file number 0-16161

          ORIGINAL ITALIAN PASTA PRODUCTS CO. INC.
          (Name of small business issuer in its charter)

          MASSACHUSETTS                   04-2877789
          (State or other jurisdiction        (IRS Employer
           of incorporation or                 identification
           organization)                          number)

          36 AUBURN STREET, CHELSEA, MA.  02150
          (Address of principal                         (Zip Code)
           Executive Offices)

          (617) 884-5211
          (Issuer's telephone number, including area code)

          Securities registered pursuant to Section 12 (b) of 
          the Act:         NONE

          Securities registered pursuant to Section 12 (g) of
          the Act:         NONE
    
          COMMON STOCK, $.02 PAR VALUE
          (Title of class)

          Check whether the issuer: (1) has filed all reports
          required to be filed by Section 13 or 15 (d) of the 
          Exchange Act during the past twelve months (or for 
          such shorter period that the registrant was required
          to file such reports). and (2) has been subject to 
          such filing requirements for the past ninety days.

          YES ---X--                  NO ------

          Check if there is no disclosure of delinquent filers in 
          response to Item 405 of Regulation S-B contained in 
          this form, and no disclosure will be contained, to the 
          best of registrant's knowledge, in definite proxy or
          information statements incorporated by reference in 
          Part III of this Form 10-KSB or any amendment to this
          Form 10-KSB.  [  ]

          State issuer's revenues for its most recent fiscal year: 
          $15,306,00 for the fiscal year ended June 30, 1996.

          Aggregate market value of the registrant's voting stock
          held by non-affiliates as of September 16, 1996: Common Stock,
          $.02 par value:  $1,520,885

          Number of shares outstanding of each of the registrant's
          classes of common stock, as of September 16,1996:  Common Stock,
          $.02 par value: 1,899,885       
          shares.

          DOCUMENTS INCORPORATED BY REFERENCE:

          Portions of the Company's Form S-18 Registration        
          Statement (File no. 0-16161) and Amendment Number 1 and
          3 thereto, as well as portions of the Company's 
          FORM 10-KSB filed on September 27, 1995 for the 
          Company's fiscal year ended June 30, 1995, are 
          incorporated by reference in response to Part IV,
          Item 14 (a) (3).



- -------------------------------------------------------------------------




Signatures:

Pursuant to the requirements of Section 13 or 15 (d) of the 
Securities Exchange Act of 1934, the Registrant has duly caused
this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

ORIGINAL ITALIAN PASTA PRODUCTS CO. INC.



	/s/Paul K. Stevens
BY:    ---------------------------------------
       Paul K. Stevens, Chief Executive Officer

Date:  October 11, 1996


Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons
on behalf of the Registrant in the capacities and on the date
indicated.

Signature                  Title                    Date
- ----------                 ------                   -----



By: /s/Paul K. Stevens
- -------------------       Chairman of the 
Paul K. Stevens           Board, CEO,
                          President                October 11,1996


By: /s/Peter Stevens
- ------------------        Treasurer
Peter Stevens                                      October 11,1996 


By:/s/Steven S. Zenlea
- ------------------        Director
Steven S. Zenlea                                    October 11,1996


By: /s/Walter D. Wekstein
- ------------------        Clerk, Director
Walter D. Wekstein                                  October 11,1996

EX-27

WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

 <C>

[DESCRIPTION] Article 5 Fin. Data Schedule for the Year Ending 06/30/96.
[TEXT]
<ARTICLE> 5
<LEGEND>
THESE SCHEDULES CONTAIN SUMMARY FINANCIAL INFORMATION EXTRACTED
FROM FORM 10-KSB FOR THE YEAR ENDED JUNE 30, 1996.  THIS
INFORMATION IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO THIS
FORM 10-KSB.

<MULTIPLIER> 1,000
       
                             
<PERIOD-TYPE>                   12-MOS
<FISCAL-YEAR-END>                          JUN-30-1996
<PERIOD-END>                               JUN-30-1996
<CASH>                                             174
<SECURITIES>                                        21
<RECEIVABLES>                                      832
<ALLOWANCES>                                       167
<INVENTORY>                                        745
<CURRENT-ASSETS>                                  1667
<PP&E>                                            4335
<DEPRECIATION>                                    2954
<TOTAL-ASSETS>                                    3179
<CURRENT-LIABILITIES>                             2419
<BONDS>                                              0
<PREFERRED-MANDATORY>                                0
<PREFERRED>                                          0
<COMMON>                                            38
<OTHER-SE>                                         547
<TOTAL-LIABILITY-AND-EQUITY>                      3179
<SALES>                                          15306
<TOTAL-REVENUES>                                 15306
<CGS>                                             9592
<TOTAL-COSTS>                                     5033
<OTHER-EXPENSES>                                   (1)
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                  72
<INCOME-PRETAX>                                    612
<INCOME-TAX>                                        57
<INCOME-CONTINUING>                                555
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                       555
<EPS-PRIMARY>                                      .28
<EPS-DILUTED>                                      .27