S-3/A

         As filed with the Securities and Exchange Commission on August 20, 2003
                                                    Registration No. 333-106156
================================================================================
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                           ___________________________

                               AMENDMENT NO. 1 TO
                                    FORM S-3
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                           ___________________________

                         American Italian Pasta Company

                          (Exact name of registrant as
                            specified in its charter)
        Delaware                                        84-1032638

(State or other jurisdiction                          (I.R.S. Employer
    of incorporation or                                Identification
      organization)                                        Number)

                        4100 N. Mulberry Drive, Suite 200
                           Kansas City, Missouri 64116
                                 (816) 584-5000
               (Address, including zip code, and telephone number,
                 including area code, of registrant's principal
                               executive offices)

                               Timothy S. Webster
                      President and Chief Executive Officer
                         American Italian Pasta Company
                        4100 N. Mulberry Drive, Suite 200
                           Kansas City, Missouri 64116
                                 (816) 584-5000
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)


                                 With Copies to:
                               James M. Ash, Esq.
                       Blackwell Sanders Peper Martin LLP
                          2300 Main Street, Suite 1000
                           Kansas City, Missouri 64108
                                 (816) 983-8000

Approximate date of commencement of proposed sale to the public: From time to
time after the registration statement becomes effective.

If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. 

If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
investment plans, check the following box. |X|

If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of earlier effective
registration statement for the same offering. 

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. 

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. 

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

         The Registrant hereby amends this Registration Statement on such date
or dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933, as amended, or until this Registration Statement
shall become effective on such date as the Commission, acting pursuant to said
Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. These
securities may not be sold until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an offer
to sell these securities and it is not soliciting an offer to buy these
securities in any state where the offer or sale is not permitted.

                 (SUBJECT TO COMPLETION, DATED AUGUST 20, 2003)

PROSPECTUS


                                 100,000 shares

                         AMERICAN ITALIAN PASTA COMPANY

                        CLASS A CONVERTIBLE COMMON STOCK

                           (par value $.001 per share)



         This prospectus relates to 100,000 shares of our Class A Convertible
Common Stock, par value $.001 per share. The shares may be offered by Mrs.
Leeper's, Inc., the "selling stockholder," from time to time in transactions on
the New York Stock Exchange, in privately negotiated transactions or otherwise
at market prices prevailing at the time of sale, at prices related to such
market prices or at negotiated prices. We originally issued the shares to the
selling stockholder when we acquired certain assets of the selling stockholder
used in the manufacture, marketing and sale of certain brands of pasta pursuant
to an Asset Purchase Agreement dated as of February 27, 2003.

         We will not receive any of the proceeds from the sale of the shares;
all proceeds will go to the selling stockholder. All expenses of registration
incurred in connection with this offering are being borne by us, but all selling
and other expenses incurred by the selling stockholder will be borne by the
selling stockholder.

         Our common stock is listed on the New York Stock Exchange under the
symbol "PLB." On August 18, 2003, the closing price of our common stock on the
New York Stock Exchange was $40.77 a share.

         Holders of our common stock are entitled to one vote for each share of
common stock on each matter submitted to a vote of stockholders, including the
election of directors. Holders of common stock are not entitled to cumulative
voting and shares have no preemptive or other subscription rights.

         Investing in our common stock involves risks. See "Risk Factors"
beginning on page 3.

         Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.



                              _______________, 2003

                                TABLE OF CONTENTS

                                                                   Page
                                                                   ----

ABOUT THIS PROSPECTUS................................................2
RISK FACTORS.........................................................3
FORWARD-LOOKING STATEMENTS..........................................11
AMERICAN ITALIAN PASTA COMPANY......................................12
USE OF PROCEEDS.....................................................13
SELLING STOCKHOLDER.................................................13
PLAN OF DISTRIBUTION................................................13
LEGAL MATTERS.......................................................14
EXPERTS.............................................................14
WHERE YOU CAN FIND MORE INFORMATION.................................15



                              ABOUT THIS PROSPECTUS

         You should rely only on the information contained in this prospectus.
We have not authorized anyone to provide you with information different from
that which is contained in this prospectus. The selling stockholder is offering
to sell shares of our common stock and is seeking offers to buy shares of our
common stock only in jurisdictions where offers and sales are permitted. The
information contained in this prospectus is accurate only as of the date of this
prospectus, regardless of the time of delivery of this prospectus or of any sale
of common stock.

In this prospectus, "we," "us," "AIPC" or the "Company" refers to American
Italian Pasta Company, together with its predecessors and subsidiaries, unless
the context requires otherwise.






                                       2

                                  RISK FACTORS

         You should carefully consider the risks described below, as well as the
other information included or incorporated by reference in this prospectus,
before making an investment in our common stock. The risks described below are
not the only ones we face. Additional risks and uncertainties not presently
known to us or that we currently believe to be immaterial may also impair our
business operations. If any of the following risks occur, our business,
financial condition or operating results could be materially harmed. In such an
event, our common stock could decline, and you may lose all or part of your
investment.

Our business is dependent on several major customers.

         Historically, a limited number of customers have accounted for a
substantial portion of our revenues. If our relationship with one or more of our
major customers changes or ends, our sales could suffer, which could have a
material adverse effect on our business, financial condition and results of
operations. We expect that we will continue to rely on a limited number of major
customers for a substantial portion of our revenues in the future.

         During fiscal 2002, 2001 and 2000, Sysco accounted for approximately
11%, 13% and 15% of our revenues, respectively, and Wal-Mart, Inc. (including
Sam's Wholesale Club) accounted for approximately 13%, 12% and 15% of our
revenues, respectively, over the same periods. We do not have supply contracts
with a substantial number of our customers, including Wal-Mart and Sam's
Wholesale Club. We have a mutually exclusive supply contract with Sysco (the
"Sysco Agreement") that runs through June 2006. The Sysco Agreement may be
terminated by Sysco upon certain events, including a substantial casualty to or
condemnation of our Missouri plant. Under the Sysco Agreement, we are restricted
from supplying pasta products to foodservice businesses other than Sysco without
Sysco's consent. If we are not able to successfully continue our relationship
with Sysco, our business would be materially and adversely affected.

The market for pasta products is highly competitive, and we face competition
from many established domestic and foreign producers. We may not be able to
compete effectively with these producers.

         The markets in which we operate are highly competitive. We compete
against numerous well-established national, regional, local and foreign
companies in every aspect of our business. Our customers may not continue to buy
our products and we may not be able to compete effectively with all of these
competitors.

         Some of our competitors have longer operating histories, significantly
greater brand recognition and greater production capacity and financial and
other resources than we do. Our direct competitors include large multi-national
companies such as New World Pasta LLC and Barilla (an Italian-owned company with
manufacturing facilities in the U.S.), regional U.S. producers such as Dakota
Growers Pasta Company, Philadelphia Macaroni Co. Inc. and A. Zerega's Sons,
Inc., each an independent producer. We also compete against food processors such
as Kraft Foods, General Mills, Inc., ConAgra, Campbell Soup Company and
Stouffers

                                       3

Corp., that produce pasta internally as an ingredient for use in food products.
We also compete with Italian producers such as De Cecco.

         In 2001 we commenced operations in Italy to produce pasta to sell in
the U.S., the United Kingdom and continental Europe. Competition in these
international markets is also intense and comes primarily from major Italian
pasta companies such as De Cecco and Barilla, and from several small, locally
recognized producers. We have significantly more experience in U.S. markets than
in European markets and we may not be able to achieve a significant presence in
those markets.

If aggregate production capacity in the U.S. pasta industry increases, we may
have to adopt a more aggressive pricing strategy, which would negatively affect
our results of operation.

         Our competitive environment depends on the relationship between
aggregate industry production capacity and aggregate market demand for pasta
products. Increases in production capacity above market demand could have a
material adverse effect on our business, financial condition and results of
operations. If pasta production capacity were to expand in the future as a
result of, for example, a new competitor entering the market or an existing
competitor adding additional manufacturing capacity, it may increase competition
and supply of products which could lead to more aggressive pricing strategies,
potentially causing pressure on profit margins or reduced market shares with a
material adverse effect on our business, financial condition and results of
operations.

If existing anti-dumping measures imposed against certain foreign imports
terminate, we will face increased competition from foreign companies that are
subsidized by their governments and could sell their products at significantly
lower prices than us, which could negatively affect our profit margins or market
shares.

         Anti-dumping and countervailing duties on Italian and Turkish imports
imposed by the U.S. Department of Commerce in 1996 may enable us and our
domestic competitors to compete more favorably against Italian and Turkish
producers in the U.S. pasta market. If these duties are not maintained, or
foreign producers sell competing products in the United States at prices lower
than ours or enter the U.S. market by establishing production facilities in the
United States, this would further increase competition in the U.S. pasta market.
We may be unable to compete effectively with these competitors. This could have
a material adverse effect on our business, financial condition and results of
operations.

We may experience difficulty in managing our growth.

         We have experienced rapid growth and we expect to continue significant
growth in the future. We may not continue to grow or be able to effectively
manage our future growth. Successful management of any such future growth will
require us to continue to invest in and enhance our operational, financial and
management information resources and systems, accurately forecast and meet sales
demand, accurately forecast retail sales, control overhead and attract, train,
motivate and manage our employees effectively. Any failure to effectively manage
growth could be detrimental to our goals of increasing revenues and market share
and could have a material adverse effect on our business, financial condition
and results of operations.



                                       4

We may not be able to sustain our historical growth rate.

         We have grown our revenues and unit volumes rapidly over the last
several years. This growth has come primarily from gaining market share at the
expense of our competitors and expansion through acquisitions. We may not be
able to continue to grow our business at the rates we have experienced in the
past.

The purchase of the Mueller's(R) pasta brand, the Golden Grain/Mission pasta
brand and the seven brands acquired from Borden Foods has moved us into the
branded retail pasta business where we have relatively limited experience.

         Our purchase of the Mueller's(R) pasta brand in November of 2000,
several pasta brands from Borden in July of 2001, the Golden Grain/Mission pasta
brand in 2002 and other smaller acquisitions in 2002 and 2003 significantly
increased our investments in the branded retail market, a market in which we had
relatively little direct experience prior to the acquisitions. Because we have
limited experience in this market, we may be unable to successfully manage the
branded retail pasta business we acquired. If we are unable to effectively
manage this business, it could have a material adverse effect on our business,
financial condition and results of operations. In addition, as a result of these
acquisitions, we are now marketing our own brands of pasta and therefore, in
some cases, competing with our customers' private label brand manufactured by
us. This competition may have an adverse effect on our relationships with these
customers.

As dry pasta is our only product line, any decline in demand for dry pasta could
adversely affect us.

         We focus exclusively on producing and selling dry pasta. We expect to
continue this focus. Because of our product concentration, any decline in
consumer demand or preference for dry pasta, or any other factor that adversely
affects the pasta market, could have a more significant adverse effect on our
business, financial condition and results of operations than on pasta producers
that also produce other products.

Cost increases or crop shortages in durum wheat or cost increases in packaging
materials could adversely affect us.

         The costs of durum wheat and packaging materials have varied widely in
recent years and future changes in such costs may cause our results of
operations and our operating margins to fluctuate significantly. Increases in
the cost of durum wheat or packaging materials could have a material adverse
effect on our operating profit and margins unless and until we are able to pass
the increased cost along to our customers. Historically, changes in sale prices
of our pasta products have lagged changes in our materials costs. Competitive
pressures may also limit our ability to raise prices in response to increased
raw or packaging material costs. Accordingly, we do not know whether, or the
extent to which, we will be able to offset durum wheat or packaging material
cost increases with increased product prices.

         The principal raw material in our products is durum wheat. During
fiscal 2002 and 2001, the cost of durum wheat represented more than 30% of our
total cost of goods sold. Durum wheat is used almost exclusively in pasta
production and is a narrowly traded, cash-only

                                       5

commodity crop. Our commodity procurement and pricing practices are intended to
reduce the risk of durum wheat cost increases on our profitability, but by doing
so we may temporarily affect our ability to benefit from possible durum wheat
cost decreases. The supply and price of durum wheat is subject to market
conditions and is influenced by several factors beyond our control, including
general economic conditions, natural disasters and weather conditions,
competition, and governmental programs and regulations. Currently, there is an
ongoing investigation by the International Trade Commission (ITC) and the
Department of Commerce on alleged dumping of Canadian durum wheat into the U.S.
market. Preliminary tariffs were established in March and May of 2003 amounting
to 12.09%. Final tariff determinations, if any, are expected by Fall 2003. If
tariffs are imposed on Canadian durum imports, the supply and cost of durum
wheat may be adversely affected. The supply and cost of durum wheat may also be
adversely affected by insects and plant diseases. We also rely on the supply of
plastic, corrugated and other packaging materials, which fluctuate in price due
to market conditions beyond our control. During fiscal 2002 and 2001, the cost
of packaging materials represented less than 10% of our total cost of goods
sold.

The costs associated with any strategic acquisitions we make may outweigh the
benefits we expect to receive from the acquired business or assets.

         Since November 2000, we have completed three significant brand
acquisitions for aggregate consideration of approximately $163 million, plus
additional, smaller, acquisitions. This integration process of these and future
acquisitions may result in unforeseen difficulties and could require significant
time and attention from our management that would otherwise be directed at
developing our existing business. In addition, we could discover undisclosed
liabilities resulting from any acquisitions that we may become responsible for.
Further, the benefits that we anticipate from these acquisitions may not
develop. For example, our acquisition of the Mueller's(R) pasta brand, the
Golden Grain/Mission pasta brand or the seven pasta brands we acquired from
Borden Foods or the integration of those brands into our existing business may
not be successful, or yield the expected benefits to us or may adversely
affect our business.

We may acquire additional pasta brands or other pasta-related businesses,
products or processes. If we cannot do so cost-effectively, our business and
financial results may be adversely affected.

         Our future growth depends in part on our acquisition of additional
pasta brands or other pasta-related businesses, products or processes. We may
not be able to find suitable acquisitions available for purchase or be able to
make acquisitions at favorable prices. In addition, if we do successfully
identify and complete acquisitions in the future, the acquisitions may involve
the following risks:

     o    increases in our debt and contingent liabilities;

     o    entering geographic markets in which we have little or no direct prior
          experience;

     o    unanticipated or undiscovered legal liabilities or other obligations
          of acquired businesses; and

                                       6

     o    the integration of acquired businesses into our existing business may
          not be successful.

We may acquire one or more additional complementary businesses other than the
production of pasta. Operating more than one type of business presents many
significant risks that could, individually or together, have a material adverse
effect on our business and financial results.

         We may expand beyond our current single-product business by acquiring
an established operating business or investing in another complementary business
in its early development. Our success in acquiring or investing in other
businesses is subject to the following risks:

     o    we do not have a history of operating, and may not be able to
          successfully operate, another business that has different operating
          dynamics, competition, customers and suppliers from our existing
          business;

     o    we may not be able to hire and train experienced and dedicated
          operating personnel; and

     o    our management resources will be placed under additional burdens.

We must manage our production and inventory levels in order to operate cost
effectively.

         Customer inventory management systems that are intended to reduce a
retailer's inventory investment increase pressure on suppliers like us to fill
orders promptly and thereby shift a portion of the retailer's inventory
management cost to the supplier. This results in our carrying extra inventory to
meet customers' demands. Our production of excess inventory to meet anticipated
retailer demand could result in markdowns and increased inventory carrying
costs. In addition, if we underestimate the demand for our products, we may be
unable to provide adequate supplies of pasta products to retailers in a timely
fashion, and may consequently lose sales.

Because we produce food products, we may be subject to product liability claims
and have costs related to product recalls.

         We may need to recall some of our products if they become adulterated
or misbranded. We may also be subject to claims or lawsuits if the consumption
of any of our products causes injury. A widespread product recall or a
significant product liability judgment against us could cause products to be
unavailable for a period of time and a loss of consumer confidence in our food
products and could have a material adverse effect on our business. We carry
insurance against these matters. However, our insurance coverage may not be
adequate. The cost of commercially available insurance has increased
significantly and such insurance may not be available in the future at prices
that we can afford. In addition, because we often indemnify our customers for
costs related to product recalls, we could be subject to such expenses and any
significant expenses not covered by insurance would negatively impact our
operating results.


                                       7

Our success is dependent on the efforts of several key executives.

         Our operations and prospects depend in large part on the performance of
our senior management team. The loss of the services of one or more members of
our senior management team could have a material adverse effect on our ability
to manage our growth and develop our existing business and could have a material
adverse effect on our business, financial condition and results of operations.
We may not be able to find qualified replacements for any of these individuals
if their services were no longer available. We do not currently maintain key
person life insurance on any of our key employees. We do, however, have
employment agreements with Timothy Webster, Horst Schroeder, David Watson, David
Potter, Warren Schmidgall, Jerry Dear and Walt George and other members of
management.

Our business could be subject to technological obsolescence.

         If other pasta producers acquire equipment similar to our equipment or
more advanced equipment that provides greater efficiencies, what we believe to
be our current competitive advantage might be diminished or eliminated,
potentially causing pressure on profit margins or reducing our market shares.
Erosion of this advantage could have a material adverse effect on our business,
financial condition and results of operations.

Disruptions in transportation of raw materials or finished products or increases
in transportation costs could adversely affect our financial results.

         Durum wheat is shipped to our production facilities in Missouri and
South Carolina directly from North Dakota, Montana and Canada under long-term
rail contracts. Under these agreements, we are obligated to transport specified
wheat volumes and, in the event we do not, we must reimburse the carrier for
certain of its costs. We also have a rail contract to ship semolina, milled and
processed at the Missouri facility, to our South Carolina facility. An extended
interruption in our ability to ship durum wheat by railroad to the Missouri or
South Carolina plants, or semolina to our South Carolina facility, could cause
us to incur significantly higher costs and longer lead times associated with the
distribution of our pasta to our customers. If we are unable to provide adequate
supplies of pasta products to our customers in a timely fashion due to such
delays, we may subsequently lose sales. This could have a material adverse
effect on our business, financial condition and results of operations.

Our international expansion efforts may not be successful.

         We completed the construction of a pasta-producing facility in Italy in
2000. Prior to opening this plant, we had no experience in operating or
distributing products on an international basis. We also do not have the same
competitive advantages in these overseas markets that we do in the U.S. Our
international efforts may not be successful. We expect to incur significant
costs in:

     o    establishing international distribution networks;

     o    complying with local regulations;

     o    overseeing the distribution of products in foreign markets; and


                                       8

     o    modifying our business and accounting processing system for each
          international market we enter.

         If our international revenues are inadequate to offset the expense of
establishing and maintaining foreign operations, our business and results of
operations could be harmed. In addition, there are several risks inherent in
doing business on an international level. These risks include:

     o    export and import restrictions;

     o    tariffs and other trade barriers;

     o    difficulties in staffing and managing foreign operations;

     o    fluctuations in currency exchange rates and inflation risks;

     o    seasonal fluctuations in business activity in other parts of the
          world;

     o    changes in a specific country's or region's political or economic
          conditions, particularly in emerging markets;

     o    potentially adverse tax consequences; and

     o    difficulty in securing or transporting raw materials or transporting
          finished product.

         Any of these risks could adversely impact the success of our
international operations, which could cause our results to fluctuate and our
stock price to decline.

Our business requires substantial capital and we carry a significant amount of
debt that restricts our operating and financial flexibility.

         Our business requires a substantial capital investment, which we
currently finance, and expect to continue to finance, through third-party
lenders. As of July 4, 2003, we had approximately $322.3 million aggregate
amount of debt outstanding. The amount of debt we carry and the terms of our
indebtedness could adversely affect us in several ways, including:

     o    our ability to obtain additional financing in the future for working
          capital, capital expenditures, and general corporate purposes,
          including strategic acquisitions, may be impaired;

     o    our ability to use operating cash flow in other areas of our business
          may be limited because a substantial portion of our cash flow from
          operations may have to be dedicated to the payment of the principal of
          and interest on our indebtedness;

     o    the terms of such indebtedness may restrict our ability to pay
          dividends;

                                       9

     o    we may be more highly leveraged than many of our competitors, which
          may place us at a competitive disadvantage; and

     o    the level of debt we carry could restrict our corporate activities,
          including our ability to respond to competitive market conditions, to
          provide for capital expenditures beyond those permitted by our loan
          agreements, or to take advantage of acquisition opportunities and grow
          our business.

         In the event that we fail to comply with the covenants in our current
or any future loan agreements, there could be an event of default under the
applicable instrument, which could in turn cause a cross default to other debt
instruments. As a result, all amounts outstanding under our various current or
any future debt instruments may become immediately due and payable.

         We have used, and may continue to use, interest rate protection
agreements covering our variable rate debt to limit our exposure to variable
rates. However, we may not be able to enter into such agreements or such
agreements may adversely affect our financial performance.

         If interest rates were to significantly increase or if we are unable to
generate sufficient cash flow from operations in the future, we may not be able
to service our debt and may have to refinance all or a portion of our debt,
obtain additional financing or sell assets to repay such debt. We may not be
able to effect such refinancing, additional financing or asset sales on
favorable terms or at all.

Our competitive position could be adversely impacted if we are unable to protect
our intellectual property.

         Our brand trademarks are important to our success and our competitive
position. Our actions to establish and protect our brand trademarks and other
proprietary rights may be inadequate to prevent imitation of our products by
others. Moreover, we may face claims by a third party that we violate their
intellectual property rights. Any litigation or claims against us, whether or
not successful, could result in substantial cost, divert management's time and
attention from our core business, and harm our reputation.

Our operations are subject to significant government and environmental laws and
regulations.

         We are subject to various laws and regulations administered by federal,
state, and other governmental agencies relating to the operation of our
production facilities, the production, packaging, labeling and marketing of our
products and pollution control, including air emissions. Any determination by
the FDA or such other agencies that our facilities are not in compliance with
applicable regulations could interfere with the continued manufacture and
distribution of the affected products, up to the entire output of the facility
or facilities involved, and, in some cases, might also require the recall of
previously distributed products. Any such determination could have a material
adverse effect on our business, financial condition and results of operations.

         Under environmental laws, we are exposed to liability primarily as an
owner and operator of real property, and as such, we may be responsible for the
clean-up or other remediation of contaminated property. Environmental laws and
regulations can change rapidly and we may

                                       10

become subject to more stringent environmental laws and regulations in the
future that may be retroactively applied to earlier events. In addition,
compliance with more stringent environmental laws and regulations could involve
significant capital investments. Our Annual Report on Form 10-K for the fiscal
year ended September 27, 2002 provides additional information under the heading
"Business - Governmental Regulation; Environmental Matters."

We do not expect to pay dividends in the foreseeable future.

         We anticipate that future earnings will be used principally to support
operations and finance the growth of our business. Thus, we do not intend to pay
cash dividends on our common stock in the foreseeable future. Payment of
dividends is also restricted by provisions in our credit facility. If our
lenders permit us to declare dividends, the dividend amounts, if any, will be
determined by our board. Our board will consider a number of factors, including
our financial condition, capital requirements, funds generated from operations,
future business prospects, applicable contractual restrictions and any other
factors our board may deem relevant.

A write-off of our intangible assets would affect our results of operations and
could cause our stock price to decline.

         Our total assets reflect substantial intangible assets. Any
determination requiring the write-off of a significant portion of our intangible
assets would have a material negative effect on our results of operations and
total capitalization. This could cause our stock price to decline. At July 4,
2003, intangible assets totaled $179.4 million compared to $325.1 million of
stockholders' equity. The intangibles represent brand and trademarks resulting
primarily from our acquisitions of the Mueller's(R) and Golden Grain/Mission
brands and the seven pasta brands from Borden Foods. At each balance sheet date,
we assess whether there has been an impairment in the value of our intangible
assets. If future operating performance of one or more of our acquired brands
were to fall significantly below current or expected levels, we could reflect,
under current applicable accounting rules, a non-cash charge to operating
earnings for impairment of intangible assets.

                           FORWARD-LOOKING STATEMENTS

         We have made forward-looking statements in this document and in the
documents we incorporate by reference based on our management's beliefs and
assumptions and on information currently available to our management.
Forward-looking statements include information concerning our possible or
expected future results of operations, business strategies, financing plans,
competitive position, potential growth opportunities and the effects of
competition. Forward-looking statements include all statements that are not
historical facts and usually can be identified by the use of forward-looking
terms such as the words "believes," "expects," "anticipates," "intends,"
"plans," "estimates" or similar expressions.

         Forward-looking statements involve risks, uncertainties and
assumptions. Actual results may differ materially from those expressed in these
forward-looking statements. You should not put undue reliance on any
forward-looking statements. We do not have any intention or obligation to update
forward-looking statements after we distribute this prospectus.

                                       11

         You should understand that many important factors could cause our
results to differ materially from those expressed in forward-looking statements.
This prospectus identifies the material factors, including, but not limited to,
those identified in the section, "Risk Factors," that we believe could cause our
actual results to differ. However, the results referred to in these
forward-looking statements could also be adversely affected by other factors
that are not discussed in this prospectus.

                         AMERICAN ITALIAN PASTA COMPANY

         American Italian Pasta Company is the largest producer and one of the
fastest-growing marketers of dry pasta in North America. We commenced operations
in 1988 with the North American introduction of new, highly-efficient durum
wheat milling and pasta production technology. We believe that our singular
focus on pasta, vertically-integrated facilities, continued technological
improvements and development of a highly-skilled workforce enable us to produce
high-quality pasta at costs below those of many of our competitors. We believe
that the combination of our cost structure, the age of competitive production
capacity and our key customer relationships create significant opportunities for
continued growth. During the fiscal year ended September 27, 2002, we had
revenue of $380.8 million and net income of $41.3 million.

         We produce more than 175 dry pasta shapes in vertically-integrated
milling, production and distribution facilities, strategically located in
Excelsior Springs, Missouri, Columbia, South Carolina, Kenosha, Wisconsin,
Tolleson, Arizona, and Verolanuova, Italy. The construction of the Missouri
plant in 1988 represented the first use in North America of a
vertically-integrated, high-capacity pasta plant using Italian milling and pasta
production technology. We believe that this plant continues to be among the most
efficient and highly-automated pasta facilities in North America. The South
Carolina plant, which commenced operations in 1995, produces only pasta shapes
conducive to high-volume production and employs a highly-skilled, self-managed
work force. We believe that the South Carolina plant is the most efficient
retail pasta facility in North America in terms of productivity and conversion
cost per pound. The Wisconsin plant, which commenced operations in 1999,
produces pasta for sale to food processors that use dry pasta in their products.
This is commonly referred to as industrial pasta. We believe the Wisconsin plant
is the only pasta production facility in North America which is singularly
focused on serving the rapidly growing ingredient pasta segment. We also believe
the Kenosha plant is the most efficient ingredient pasta plant in North America
in terms of productivity and conversion cost per pound. The Italy plant, which
commenced operations in 2001, serves private label, foodservice, and ingredient
markets in continental Europe and the United States. The Arizona plant, which
commenced operations in fiscal 2003, serves both retail and institutional
customers, and is strategically located to serve western U.S. markets.

The Company is incorporated in Delaware, our executive offices are located at
4100 N. Mulberry Drive, Suite 200, Kansas City, Missouri 64116, and our
telephone number is (816) 584-5000. Our web site is located at
http://www.aipc.com. Information contained in our web site is not a part of this
prospectus.


                                       12

                                 USE OF PROCEEDS

         The selling stockholder is selling all of the shares covered by this
prospectus for its own account. Accordingly, we will not receive any proceeds
from the resale of the shares. We will bear all expenses of registration
incurred in connection with this offering, but all selling and other expenses
incurred by the selling stockholder will be borne by the selling stockholder.

                               SELLING STOCKHOLDER

         On February 27, 2003, we completed the purchase of certain assets from
the selling stockholder. These assets included several pasta brands, the
trademarks and goodwill associated with each of the brands, and the customer
accounts and relationships. Total consideration for the purchased assets
consisted of 100,000 shares of common stock and certain future payments
contingent upon the future profits of the business acquired.

         To help assure that value of the assets purchased from the selling
stockholder is protected and successfully transitioned to us, we have entered
into employment agreements with the two shareholders of the selling stockholder.

         The following table lists information with respect to the selling
stockholder's ownership of shares of our common stock. Prior to our acquisition
of certain assets of the selling stockholder, the selling stockholder did not
hold any shares of AIPC, and the selling stockholder does not hold any options
to acquire shares of AIPC. This information is based upon information provided
by or on behalf of the selling stockholder.

                                 Shares Beneficially Owned                                Shares Beneficially Owned
                                   Prior To The Offering                                     After The Offering
                               ------------------------------                          --------------------------------
                                                                     Number Of
                                                                    Shares Being
           Name                   Number          Percent             Offered             Number            Percent
- ---------------------------    -------------    -------------     -----------------    --------------    --------------

   Mrs. Leeper's, Inc.           100,000             *                100,000                0                 *

* Less than one percent.


                              PLAN OF DISTRIBUTION

         The selling stockholder may offer its shares of common stock at various
times in one or more of the following transactions:

     o    in transactions on the New York Stock Exchange or such other markets
          on which our common stock may be listed at the time of such sale;

     o    in privately negotiated transactions; or


                                       13

     o    through a combination of these or other methods.

         The selling stockholder may offer its shares of common stock at market
prices prevailing at the times of such sales, at prices related to such market
prices or at negotiated prices.

         The selling stockholder may use broker-dealers to sell its shares of
common stock. If this occurs, broker-dealers will either receive discounts or
commission from the selling stockholder, or they will receive commissions from
the purchasers of shares of common stock for whom they acted as agents. Brokers
may act as dealers by purchasing any and all of the shares covered by this
prospectus either as agents for others or as principals for their own accounts
and reselling such securities under the prospectus.

         The selling stockholder and any broker-dealers or other persons acting
on the behalf of parties that participate in the distribution of the shares may
be considered underwriters under the Securities Act. As such, any commissions or
profits they receive on the resale of the shares may be considered underwriting
discounts and commissions under the Securities Act.

         As of the date of this prospectus, we are not aware of any agreement,
arrangement or understanding between any broker or dealer and the selling
stockholder with respect to the offer to sell the shares under this prospectus.
If we become aware of any agreement, arrangement or understanding, to the extent
required under the Securities Act, we will file a supplemental prospectus to
disclose:

     o    the name of any such broker-dealers;

     o    the number of shares involved;

     o    the price at which such shares are to be sold;

     o    the commissions paid or discounts or concessions allowed to such
          broker-dealers, where applicable;

     o    that such broker-dealers did not conduct any investigation to verify
          the information set out in this prospectus, as supplemented; and

     o    other facts material to the transaction.

                                  LEGAL MATTERS

         Certain legal matters in connection with the common stock offered
hereby will be passed upon for us by Blackwell Sanders Peper Martin LLP, Two
Pershing Square, 2300 Main Street, Suite 1000, Kansas City, Missouri 64108.

                                     EXPERTS

         Ernst & Young LLP, independent auditors, have audited our consolidated
financial statements included in our Annual Report on Form 10-K for the year
ended September 27, 2002, as set forth in their report, which is incorporated by
reference in this prospectus and elsewhere in

                                       14

the registration statement. Our financial statements are incorporated by
reference in reliance on Ernst & Young LLP's report, given on their authority as
experts in accounting and auditing.

                       WHERE YOU CAN FIND MORE INFORMATION

         We file annual, quarterly and special reports, proxy statements and
other information with the SEC. You may read and copy any of these materials at
the SEC's Public Reference Room, 450 Fifth Street, N.W., Washington, D.C. 20549.
You may obtain information on the operation of the public reference room by
calling the SEC at 1-800-SEC-0330. Our SEC filings, including the Registration
Statement, will also be available to you on the SEC's website. The address of
this website is http://www.sec.gov.

         We have filed a Registration Statement on Form S-3 with the SEC to
register these shares of our common stock. This prospectus is part of that
Registration Statement and, as permitted by the SEC's rules, does not contain
all of the information included in the Registration Statement. For further
information about us and this offering, you may refer to the Registration
Statement and its exhibits. You can review and copy the Registration Statement
and its exhibits at the public reference room maintained by the SEC or on the
SEC's website described above.

         The SEC allows us to "incorporate by reference" the information we file
with them, which means that we can disclose important information to you by
referring you to those documents. The information we incorporate by reference is
considered to be a part of this prospectus, and information that we file with
the SEC at a later date will automatically update or supersede this information.
We incorporate by reference the following documents as well as any future filing
we make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act of 1934:

          1.   Annual Report on Form 10-K for the fiscal year ended September
               27, 2002, filed with the Commission on December 20, 2002
               (Commission file no. 001-13403).

          2.   Quarterly Report on Form 10-Q for the quarter ended January 2,
               2003, filed with the Commission on February 18, 2003 (Commission
               file no. 001-13403).

          3.   Quarterly Report on Form 10-Q for the quarter ended April 4,
               2003, filed with the Commission on May 16, 2003, as amended
               (Commission file no. 001-13403).

          4.   Quarterly Report on Form 10-Q for the quarter ended July 4, 2003,
               filed with the Commission on August 18, 2003 (Commission file no.
               001-13403).

          5.   Form 8-K filed on January 6, 2003 (Commission file no.
               001-13403).

          6.   The information filed under Item 5 on the Form 8-K filed on
               January 30, 2003 (Commission file no. 001-13403).

          7.   The description of our common stock, par value $.001 per share,
               contained in our Registration Statement on Form 8-A12B, filed
               with the Commission on


                                       15

               September 22, 1997, and including any further amendment or report
               filed for the purpose of updating such description (Commission
               file no. 001-13403).

         The Company will provide to each person, including any beneficial
owner, to whom a prospectus is delivered, a copy of any or all of the
information that has been incorporated by reference in this prospectus, but not
delivered with this prospectus, at no cost, by writing to us at Investor
Relations, American Italian Pasta Company, 4100 Mulberry Drive, Suite 200,
Kansas City, Missouri 64116 or by telephone at (816) 584-5000.






                                       16

                                     PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14.  OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

         The following table sets forth the costs and expenses payable by us in
connection with the sale of common stock being registered. All amounts other
than the Commission registration fee are estimates.

Commission registration fee                                   $     350
Legal fees and expenses                                          15,000
Accounting fees and expenses                                     18,000
Transfer agent fees                                                   0
Printing and engraving expenses                                       0
Miscellaneous fees and expenses                                       0
                                                              -------------

         Total                                                $  33,350
                                                              =============


ITEM 15.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Section 145 of the Delaware General Corporation Law ("DGCL") authorizes
a court to award, or a corporation's board of directors to grant, indemnity to
directors and officers in terms sufficiently broad to permit such
indemnification under certain circumstances for liabilities, including
reimbursement for expenses incurred, arising under the Securities Act.

         As permitted by the DGCL, our Certificate of Incorporation includes a
provision that eliminates the personal liability of each of our directors for
monetary damages for breach of fiduciary duty as a director, except for
liability (1) for any breach of the director's duty of loyalty to us or our
stockholders; (2) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law; (3) under Section 174 of
the DGCL regarding unlawful dividends and stock purchases; or (4) for any
transaction from which the director derived any improper personal benefit.

         As permitted by the DGCL, our Certificate of Incorporation and our
Bylaws provide that (1) we shall indemnify our directors and officers and may
indemnify our other employees and agents to the fullest extent permitted by the
DGCL, subject to certain very limited exceptions (including that any person
seeking indemnification in connection with all or part of a proceeding initiated
by that person shall be indemnified only if the proceeding (or part thereof) was
authorized by our board of directors); (2) we shall advance expenses, as
incurred, to our directors and officers in connection with a legal proceeding,
subject to certain very limited exceptions (including that we will only advance
expenses to a director or officer for proceedings or portions of proceedings
initiated by that person if the proceeding (or part thereof) was authorized by
our board of directors); (3) the rights conferred in our Certificate of
Incorporation and Bylaws are not exclusive; and (4) we may maintain insurance,
at our expense, to protect AIPC and any director, officer, employee, or agent of
ours or of another entity (or to protect a person serving in


                                      II-1

any other capacity with us or another entity) against any expenses, liabilities
or losses, whether or not we would have the power to indemnify such person
against such expenses, liabilities or losses under the DGCL. In accordance with
(4), above, we maintain a $10,000,000 public companies directors, officers and
corporate liability insurance policy insuring against liability for, among other
things, securities law violations.

ITEM 16.  EXHIBITS

4.1      The specimen certificate representing the Company's Class A Convertible
         Common Stock, par value $0.001 per share, which is attached as Exhibit
         4.1 to the Company's registration statement on Form S-1, as amended
         (Commission file no. 333-32827) (the "IPO Registration Statement"), is
         incorporated by reference herein as Exhibit 4.1.

4.2      The specimen certificate representing the Company's Class B Convertible
         Common Stock, par value $0.001 per share, which is attached as Exhibit
         4.2 to the IPO Registration Statement, is incorporated by reference
         herein as Exhibit 4.2.

4.3      Section 7.1 of the Company's amended and restated Certificate of
         Incorporation, dated October 7,1997, which is attached as Exhibit 3.1
         to the IPO Registration Statement, is incorporated by reference herein
         as Exhibit 4.3.

4.4      Article II of the Company's amended and restated Bylaws, dated October
         7, 1997, which is attached as Exhibit 3.2 to the IPO Registration
         Statement, is incorporated by reference herein as Exhibit 4.4.

4.5      Sections 1, 2, 3, 4 of Article III of the Company's amended and
         restated Bylaws, dated October 7, 1997, which is attached as Exhibit
         3.2 to the IPO Registration Statement, is incorporated by reference
         herein as Exhibit 4.5.

4.6      Article VII of the Company's amended and restated Bylaws, dated October
         7, 1997, which is attached as Exhibit 3.2 to the IPO Registration
         Statement, is incorporated by reference herein as Exhibit 4.6.

4.7      Article IX of the Company's amended and restated Bylaws dated October
         7, 1997, which is attached as Exhibit 3.2 to the IPO Registration
         Statement, is incorporated by reference herein as Exhibit 4.7.

4.8      Credit Agreement, dated July 16, 2001, among American Italian Pasta
         Company, Financial Institutions, Firstar Bank, N.A., as Syndication
         Agent, Bank One, NA, as Documentation Agent, Credit Agricole Indosuez,
         Fleet National Bank, Keybank National Association, Cooperative Centrale
         Raiffeisen-Boerenleenbank B.A., "Rabobank Nederland", New York Branch,
         Wachovia Bank, N.A., and Wells Fargo Bank, N.A., as Co-Agents, and Bank
         of America, N.A., as Administrative Agent, Bank of America Securities
         LLC, Sole Lead Arranger and Sole Book Manager, which is attached as
         Exhibit 10.4 to the Company's quarterly report dated August 13, 2001 on
         Form 10-Q (Commission File No. 001-13403), is incorporated by reference
         herein as Exhibit 4.8.



                                      II-2

4.9      First Amendment to the Credit Agreement, dated December 12, 2002, among
         American Italian Pasta Company, various financial institutions and Bank
         of America, N.A. as administrative agent, which is attached as Exhibit
         4.2 to the Company's quarterly report dated January 3, 2003 on Form
         10-Q, is incorporated by reference herein as Exhibit 4.9

4.10     Shareholders Rights Agreement, dated December 3, 1998, between American
         Italian Pasta Company and UMB Bank, N.A. as Rights Agent, which is
         attached as Exhibit 1 to the Company's Registration Statement dated
         December 14, 1998 on Form 8-A12B (Commission File No. 001-13403), is
         incorporated by reference herein as Exhibit 4.10.

4.11     Certificate and First Amendment to Rights Agreement, which is attached
         as Exhibit 4 to the Company's Form 8-K filed on January 6, 2003, is
         incorporated by reference herein as Exhibit 4.11.

5        Opinion of Blackwell Sanders Peper Martin LLP, counsel to the Company.

23.1     Consent of Blackwell Sanders Peper Martin LLP (included in Exhibit 5).

23.2     Consent of Ernst & Young LLP, Independent Auditors.

*24      Powers of Attorney (included in the signature page to the Registration
         Statement).

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

* Filed with the initial filing of this Registration Statement on June 16, 2003.





                                      II-3

ITEM 17.  UNDERTAKINGS

         The undersigned Registrant hereby undertakes:

         (1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:

               (i) To include any prospectus required by section 10(a)(3) of the
          Securities Act of 1933, as amended;

               (ii) To reflect in the prospectus any facts or events arising
          after the effective date of the Registration Statement (or the most
          recent post-effective amendment thereof) which, individually or in the
          aggregate, represent a fundamental change in the information set forth
          in the Registration Statement. Notwithstanding the foregoing, any
          increase or decrease in volume of securities offered (if the total
          dollar value of securities offered would not exceed that which was
          registered) and any deviation from the low or high end of the
          estimated maximum offering range may be reflected in the form of
          prospectus filed with the Commission pursuant to Rule 424(b) if, in
          the aggregate, the changes in volume and price represent no more than
          a 20% change in the maximum aggregate offering price set forth in the
          "Calculation of Registration Fee" table in the effective Registration
          Statement;

               (iii) To include any material information with respect to the
          plan of distribution not previously disclosed in the Registration
          Statement or any material change to such information in the
          Registration Statement;

provided, however, that paragraphs (i) and (ii) do not apply if the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Commission by the
Company pursuant to Section 13 or Section 15(d) of the Securities Exchange Act
of 1934 that are incorporated by reference in this Registration Statement.

         (2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.

         (4) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the Company's annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is
incorporated by reference in the Registration Statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Company pursuant to the foregoing


                                      II-4

provisions, or otherwise, the Company has been advised that in the opinion of
the Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the Company of expenses incurred or paid by a director, officer or
controlling person of the Company in the successful defense of any action, suit
or proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Company will, unless in the
opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.




                                      II-5

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Amendment
No. 1 to this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Kansas City, State of
Missouri, on August 20, 2003.

                                     AMERICAN ITALIAN PASTA COMPANY


                                     By:  /s/Timothy S. Webster
                                          ---------------------------------------
                                            Timothy S. Webster
                                            President and Chief Executive Officer


         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated:

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

*                                           Chairman of the Board of Directors                  August 20, 2003
- -------------------------------------------
Horst W. Schroeder

/s/Timothy S. Webster                       President, Chief Executive Officer and              August 20, 2003
                                            Director (Principal Executive Officer)
- -------------------------------------------
Timothy S. Webster


/s/Warren B. Schmidgall                     Executive Vice President-Chief Financial            August 20, 2003
                                            Officer, (Principal Financial and
                                            Accounting Officer)
- -------------------------------------------
Warren B. Schmidgall


*                                           Director                                            August 20, 2003
- -------------------------------------------
Robert H. Niehaus

*                                           Director                                            August 20, 2003
- -------------------------------------------
Richard C. Thompson

*                                           Director                                            August 20, 2003
- -------------------------------------------
Jonathan E. Baum

*                                           Director                                            August 20, 2003
- -------------------------------------------
Tim M. Pollak

*                                           Director                                            August 20, 2003
- -------------------------------------------
Mark C. Demetree




                                      II-6

*                                           Director                                            August 20, 2003
- -------------------------------------------
William R. Patterson

*                                           Director                                            August 20, 2003
- -------------------------------------------
James A. Heeter

*                                           Director                                            August 20, 2003
- -------------------------------------------
Terence C. O'Brien

*/s/Warren B. Schmidgall                                                                        August 20, 2003
- -------------------------------------------
By Warren B. Schmidgall as
attorney-in-fact



                                      II-7

                                Index To Exhibits
                                -----------------


        Exhibit        Description of Exhibit
        Number         Filed herewith:
        ------         --------------

          4.1  The specimen certificate representing the Company's Class A
               Convertible Common Stock, par value $0.001 per share, which is
               attached as Exhibit 4.1 to the Company's registration statement
               on Form S-1, as amended (Commission file no. 333-32827) (the "IPO
               Registration Statement"), is incorporated by reference herein as
               Exhibit 4.1.

          4.2  The specimen certificate representing the Company's Class B
               Convertible Common Stock, par value $0.001 per share, which is
               attached as Exhibit 4.2 to the IPO Registration Statement, is
               incorporated by reference herein as Exhibit 4.2.

          4.3  Section 7.1 of the Company's amended and restated Certificate of
               Incorporation, dated October 7,1997, which is attached as Exhibit
               3.1 to the IPO Registration Statement, is incorporated by
               reference herein as Exhibit 4.3.

          4.4  Article II of the Company's amended and restated Bylaws, dated
               October 7, 1997, which is attached as Exhibit 3.2 to the IPO
               Registration Statement, is incorporated by reference herein as
               Exhibit 4.4.

          4.5  Sections 1, 2, 3, 4 of Article III of the Company's amended and
               restated Bylaws, dated October 7, 1997, which is attached as
               Exhibit 3.2 to the IPO Registration Statement, is incorporated by
               reference herein as Exhibit 4.5.

          4.6  Article VII of the Company's amended and restated Bylaws, dated
               October 7, 1997, which is attached as Exhibit 3.2 to the IPO
               Registration Statement, is incorporated by reference herein as
               Exhibit 4.6.

          4.7  Article IX of the Company's amended and restated Bylaws dated
               October 7, 1997, which is attached as Exhibit 3.2 to the IPO
               Registration Statement, is incorporated by reference herein as
               Exhibit 4.7.

          4.8  Credit Agreement, dated July 16, 2001, among American Italian
               Pasta Company, Financial Institutions, Firstar Bank, N.A., as
               Syndication Agent, Bank One, NA, as Documentation Agent, Credit
               Agricole Indosuez, Fleet National Bank, Keybank National
               Association, Cooperative Centrale Raiffeisen-Boerenleenbank B.A.,
               "Rabobank Nederland", New York Branch, Wachovia Bank, N.A., and
               Wells Fargo Bank, N.A., as Co-Agents, and Bank of America, N.A.,
               as Administrative Agent, Bank of America Securities LLC, Sole
               Lead Arranger and Sole Book Manager, which is attached as Exhibit
               10.4 to the Company's quarterly report dated August 13, 2001 on
               Form 10-Q (Commission File No. 001-13403), is incorporated by
               reference herein as Exhibit 4.8.

          4.9  First Amendment to the Credit Agreement, dated December 12, 2002,
               among American Italian Pasta Company, various financial
               institutions and Bank of

               America, N.A. as administrative agent, which is attached as
               Exhibit 4.2 to the Company's quarterly report dated January 3,
               2003 on Form 10-Q, is incorporated by reference herein as Exhibit
               4.9

          4.10 Shareholders Rights Agreement, dated December 3, 1998, between
               American Italian Pasta Company and UMB Bank, N.A. as Rights
               Agent, which is attached as Exhibit 1 to the Company's
               Registration Statement dated December 14, 1998 on Form 8-A12B
               (Commission File No. 001-13403), is incorporated by reference
               herein as Exhibit 4.10.

          4.11 Certificate and First Amendment to Rights Agreement, which is
               attached as Exhibit 4 to the Company's Form 8-K filed on January
               6, 2003, is incorporated by reference herein as Exhibit 4.11.

          5    Opinion of Blackwell Sanders Peper Martin LLP, counsel to the
               Company.

          23.1 Consent of Blackwell Sanders Peper Martin LLP (included in
               Exhibit 5).

          23.2 Consent of Ernst & Young LLP, Independent Auditors.

          *24  Powers of Attorney (included in the signature page to the
               Registration Statement).

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

* Filed with the initial filing of this Registration Statement on June 16, 2003.

EX-5

                                    LAW FIRM
           ___________________________________________________________

                       BLACKWELL SANDERS PEPER MARTIN LLP
               2300 Main, Suite 1000, Kansas City, Missouri 64108
               P.O. Box 419777, Kansas City, Missouri 64141-6777
                               Tel: (816) 983-8000
                               Fax: (816) 983-8080
                       WEBSITE: www.blackwellsanders.com
          ____________________________________________________________



                                 August 20, 2003



American Italian Pasta Company
4100 N. Mulberry Drive, Suite 200
Kansas City, Missouri  64116

Ladies and Gentlemen:

         We have acted as counsel to American Italian Pasta Company a Delaware
corporation (the "Company"), in connection with the registration for sale on
Form S-3 under the Securities Act of 1933, as amended, (Commission file no.
333-106156) of 100,000 shares of Class A Convertible Common Stock of the
Company, $.001 par value per share (the "Class A Common Stock").

         In connection with the foregoing, we have examined such documents,
corporate records and other instruments as we have deemed necessary or
appropriate in connection with this opinion. Based upon and subject to the
foregoing, we are of the opinion that such shares of Class A Common Stock
constitute legally issued, fully paid and non-assessable shares of the Company.

         We consent to the filing of this opinion as an exhibit to the
registration statement pursuant to which such shares will be sold and to the
reference to us in such registration statement.

                                  Very truly yours,




                                  /s/ Blackwell Sanders Peper Martin LLP
                                  Blackwell Sanders Peper Martin LLP



















  KANSAS CITY, MISSOURI • ST. LOUIS, MISSOURI • OVERLAND PARK, KANSAS
   OMAHA, NEBRASKA • SPRINGFIELD, MISSOURI • EDWARDSVILLE, ILLINOIS
                 WASHINGTON, D.C. • LONDON, UNITED KINGDOM

  AFFILIATES: LEEDS • MANCHESTER • MEXICO CITY • MONTREAL •
                            TORONTO • VANCOUVER

EX-23

                                                                 Exhibit 23.2


                         Consent of Independent Auditors


     We consent to the reference to our firm under the caption "Experts" in
Amendment No. 1 to the Registration Statement (Form S-3 No. 333-106156) and
related Prospectus of American Italian Pasta Company for the registration of
100,000 shares of its common stock and to the incorporation by reference therein
of our report dated October 30, 2002, with respect to the consolidated financial
statements of American Italian Pasta Company included in its Annual Report (Form
10-K) for the year ended September 27, 2002, filed with the Securities and
Exchange Commission.


                                                     /s/ Ernst & Young LLP

Kansas City, Missouri
August 19, 2003