SCHEDULE 14A INFORMATION

           Proxy Statement Pursuant to Section 14(a) of the Securities
                              Exchange Act of 1934

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         Soliciting Material Pursuant toss. 240.14a-11(c) orss. 240.14a-12

                         AMERICAN ITALIAN PASTA COMPANY
- --------------------------------------------------------------------------------
                  (Name of Registrant as Specified In Its Charter)

                                       N/A
- --------------------------------------------------------------------------------
     (Name of Person(s) Filing Proxy Statement if other than the Registrant)

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4100 N. Mulberry Drive, Suite 200

Kansas City, Missouri 64116


                         AMERICAN ITALIAN PASTA COMPANY


                           NOTICE AND PROXY STATEMENT


                                       FOR


                       THE ANNUAL MEETING OF STOCKHOLDERS


                                   TO BE HELD


                                FEBRUARY 19, 2004


                             YOUR VOTE IS IMPORTANT!

             Please mark, date and sign the enclosed proxy card and
                    promptly return it to the Company in the
                               enclosed envelope.


Mailing of this Notice and Proxy Statement, the accompanying Proxy, and the
accompanying 2003 Annual Report, commenced on or about January 21, 2004.

                         AMERICAN ITALIAN PASTA COMPANY
                        4100 N. MULBERRY DRIVE, SUITE 200
                           KANSAS CITY, MISSOURI 64116

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

                    NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
                               -------------------

         The Annual Meeting of the Stockholders of American Italian Pasta
Company, a Delaware corporation ("AIPC"), will be held at the Kansas City
Marriott Downtown, 200 W. 12th Street, Kansas City, Missouri 64105 at 10:30 a.m.
on February 19, 2004, to consider and vote upon the following:

         1.       Election of three Directors;

         2.       An amendment to the 2000 Equity Plan to increase the shares
                  available under the Plan from 1,000,000 to 1,800,000;

         3.       Ratification of the Board of Directors' selection of Ernst &
                  Young LLP to serve as AIPC's independent auditors for fiscal
                  year 2004; and

         4.       Such other matters as may properly be brought before the
                  Annual Meeting or any adjournment thereof.

Only stockholders of record at the close of business on December 22, 2003, are
entitled to notice of and to vote at this meeting or any adjournment thereof.


                                  By Order of the Board of Directors,

                                  Executive Vice President and
                                  Chief Financial Officer

The date of this Notice is January 21, 2004.

Please date, sign and promptly return the enclosed proxy card, regardless of the
number of shares you may own and whether or not you plan to attend the meeting
in person. You may revoke your proxy and vote your shares in person if revoked
in accordance with the procedures described in the attached proxy statement.
Please also indicate on the enclosed response form whether you plan to attend
the Annual Meeting.

                         AMERICAN ITALIAN PASTA COMPANY
                        4100 N. Mulberry Drive, Suite 200
                           Kansas City, Missouri 64116

                                 PROXY STATEMENT

                                TABLE OF CONTENTS
                                -----------------


GENERAL INFORMATION....................................................................................1


PROPOSAL 1 - ELECTION OF THREE DIRECTORS...............................................................2


THE BOARD OF DIRECTORS.................................................................................3


CORPORATE GOVERNANCE...................................................................................5


STOCK OWNED BENEFICIALLY BY DIRECTORS, NOMINEES AND CERTAIN EXECUTIVE OFFICERS.........................7


STOCK PERFORMANCE GRAPH................................................................................9


PROPOSAL 2 - APPROVAL OF AMENDMENT TO AMERICAN ITALIAN PASTA COMPANY 2000 EQUITY INCENTIVE PLAN.......11


PROPOSAL 3 - RATIFICATION OF THE BOARD OF DIRECTORS' SELECTION OF INDEPENDENT AUDITORS................16


AUDIT COMMITTEE REPORT................................................................................18


MANAGEMENT COMPENSATION...............................................................................19


CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS........................................................28


VOTING AND PROXIES....................................................................................28


PRINCIPAL STOCKHOLDERS................................................................................31


STOCKHOLDER PROPOSALS.................................................................................32


SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE...............................................33


OTHER MATTERS.........................................................................................34


                                       i

                               GENERAL INFORMATION

         This Proxy Statement is being mailed on or about January 21, 2004 to
the holders of record at the close of business on December 22, 2003 (the "Record
Date") of the Class A Convertible Common Stock of American Italian Pasta
Company, a Delaware corporation ("AIPC" or the "Company"), par value $0.001 per
share (the "Common Stock"), in connection with the solicitation of proxies by
AIPC's Board of Directors for use at the Annual Meeting of Stockholders to be
held at the Kansas City Downtown Marriott, 200 W. 12th Street, Kansas City,
Missouri, on February 19, 2004, at 10:30 a.m. and any adjournment thereof (the
"Annual Meeting"). The Notice of Annual Meeting of Stockholders, AIPC's 2003
Annual Report to Stockholders (the "Annual Report"), and the proxy card
accompany this Proxy Statement.

         Attendance at the Annual Meeting of Stockholders is limited to
stockholders of record or their proxies, beneficial owners of AIPC's stock
having evidence of such ownership and guests of AIPC. Any stockholder or
stockholder's representative who, because of a disability, may need special
assistance or accommodation to allow him or her to participate in the Annual
Meeting may request reasonable assistance or accommodation from AIPC by
contacting AIPC's Investor Relations Coordinator at 4100 N. Mulberry Drive,
Suite 200, Kansas City, Missouri 64116, at 816-584-5000. To provide AIPC
sufficient time to arrange for reasonable assistance please submit all requests
by January 31, 2004.

         The Company uses a 52 or 53-week fiscal year. The Company's first three
fiscal quarters end on the Friday last preceding December 31, March 31 and June
30 or the first Friday of the following month of each quarter. Fiscal 2003 was
53 weeks and ended on October 3, 2003. Fiscal 2004 will be 52 weeks and end on
October 1, 2004.



                                       1

                    PROPOSAL 1 - ELECTION OF THREE DIRECTORS

         The Board of Directors of AIPC is divided into three classes. The
members of each class serve staggered three-year terms of office, which results
in one class standing for election at each annual meeting of stockholders. The
term of office for the directors elected at the Annual Meeting will expire in
2007 or when their successors are elected and qualified.

         Three persons have been recommended by the Nominating/Governance
Committee and have been nominated by the Board for election as directors. All of
the nominees are presently directors of AIPC, have indicated that they are
willing and able to serve as directors if elected, and have consented to being
named as nominees in this Proxy Statement. If any nominee should become unable
or unwilling to serve, the persons named as proxies intend to vote for one or
more substitute nominees chosen by them in their sole discretion. AIPC's
Certificate of Incorporation and Bylaws do not have any eligibility requirements
for directors.

         As explained further under "Voting and Proxies," Directors are elected
by the affirmative vote of the plurality of the shares of Common Stock present
at the Annual Meeting that are entitled to vote on the election of directors,
assuming a quorum.

NOMINEES FOR DIRECTOR TO SERVE UNTIL THE ANNUAL MEETING OF STOCKHOLDERS IN 2007:

         TIM M. POLLAK, age 57, has served as a Director of the Company since
June 2001. Mr. Pollak has been President of Sagaponack Associates, Inc., a
private consulting firm specializing in branding and marketing, since 1998. From
1978 to 1998, Mr. Pollak held various senior positions at Young & Rubicam, Inc.,
a global advertising company, including CEO of New York and Asia-Pacific
divisions and Vice Chairman, Worldwide Director of Client Services. He has been
a director of Young & Rubicam, Inc., a global advertising company and the Meow
Mix Company, a cat food company.

         WILLIAM R. PATTERSON, age 62, has served as a Director of the Company
since 1997. He is a founder and manager of Stonecreek Management, LLC, a private
investment firm since August 1998. Prior to that, he served as Vice President of
PSF Holdings, L.L.C., and the Executive Vice President, Chief Financial Officer
and Treasurer of its wholly-owned subsidiary, Premium Standard Farms, Inc.
("PSF, Inc."), a fully-integrated pork producer and processor from October 1996
to August 1998. From January to October 1996, Mr. Patterson was a principal of
Patterson Consulting, LLC, a financial consulting firm, and as a consultant was
acting chief financial officer for PSF, Inc. From 1976 through 1995, Mr.
Patterson was a partner in Arthur Andersen LLP. He is also a director of Paul
Mueller Company, a manufacturer of dairy farm equipment, and Collins Industries,
Inc., a manufacturer of buses and ambulances.

         TERENCE C. O'BRIEN, age 40, has served as a Director of the Company
since April 2003. He has been President and CEO of Brach's Confections, Inc., a
candy company, which is a subsidiary of Barry-Callebaut Group, a publicly listed
company on the Swiss Stock Exchange since August, 2003. Prior to that, he served
as Senior Vice President of Sales and Customer Marketing for Morningstar Foods,
a division of Dean Foods, a processor and distributor of dairy products from
1998 to 2003. From 1997 to 1998, Mr. O'Brien was Chief Operating Officer for
Beaconeye, Inc., a publicly held pioneer in the consumer laser vision correction
field.

                                       2

                       YOUR BOARD RECOMMENDS THAT YOU VOTE
                                      "FOR"
                         THE ELECTION OF THESE NOMINEES
                             _____________________

                             THE BOARD OF DIRECTORS

         The Board meets regularly to review significant developments affecting
AIPC and to act on matters requiring Board approval. The Board of Directors met
six times in fiscal year 2003, with two of the meetings held via telephone
conference. Messrs. Patterson, Demetree, Pollak, Niehaus, Heeter, and Baum
attended all six meetings of the Board in fiscal year 2003. Mr. Thompson
attended four of the six meetings. Mr. O'Brien attended the last two meetings,
since his election to the Board in April 2003.

DIRECTORS SERVING UNTIL THE ANNUAL MEETING OF STOCKHOLDERS IN 2005:

          JONATHAN E. BAUM, age 43, has served as a Director of the Company
since 1994. He has been the Chairman and Chief Executive Officer of George K.
Baum & Company, an investment banking firm, since 1994. Mr. Baum is also a
director of George K. Baum Merchant Banc, L.L.C. and Prairie Capital Management,
Inc., both merchant banking firms.

         ROBERT H. NIEHAUS, age 48, has served as a Director of the Company
since 1992. In 2000, he founded and is the Managing Director of Greenhill
Capital Partners, LLC, a $425 million private equity investment partnership.
From 1990 to 2000, he had been a Managing Director of Morgan Stanley Dean Witter
Capital Partners, which managed several multi-billion dollar private equity
investment funds. He is also a director of Waterford Wedgewood, plc, a
manufacturer of luxury lifestyle products, Med Assets, Inc., a healthcare
related group purchasing company, Pinnacle Holdings, Inc., a real estate
investment and development company, and Heartland Payment Systems, Inc., a
company providing credit card and debit card payroll processing services.

         RICHARD C. THOMPSON, age 52, has served as a Director of the Company
since 1986. He has been Chief Executive Officer of The Meow Mix Company, a cat
food company, since January 2002. He has been a partner of Iron Street Partners,
LLC, a merchant banking firm, since 1998. From 1993 to 1998, he had been
Chairman of Thompson's Nutritional Technology, Inc., a pet food producer.

DIRECTORS SERVING UNTIL THE ANNUAL MEETING OF STOCKHOLDERS IN 2006:

         HORST W. SCHROEDER, age 62, has served as Chairman of the Board of
Directors of the Company since June 1991, and as a Director of the Company since
August 1990. Since 1990, Mr. Schroeder has been President of HWS & Associates,
Inc., a Hilton Head, South Carolina management consulting firm owned by Mr.
Schroeder. Prior to founding HWS & Associates, Mr. Schroeder served the Kellogg
Company, a manufacturer and marketer of ready-to-eat and other convenience food
products, in various capacities for more than 20 years, most recently as
President and Chief Operating Officer. He was a manager of PSF Holdings, L.L.C.
and served as Chairman of the Board of its wholly-owned subsidiary, Premium
Standard Farms, Inc., a vertically-integrated pork producer, from 1996 to May
1998.

          MARK C. DEMETREE, age 47, has served as a Director of the Company
since 1998. Since 1997, he has been Chairman of the Board and Chief Executive
Officer of US Salt Holdings, LLC, which is an investment and management firm,
specializing in the natural resource, basic chemicals and specialty chemicals
industries.



                                       3

Since 1999, he has been Chairman of the Board and CEO of Verdugt Holdings, LLC,
a producer of specialty chemical salts and an affiliate of US Salt Holdings,
LLC. He is also Chairman and Director of Pinnacle Properties Management, Inc.,
the managing member of a New England real estate investment and development
fund.

         TIMOTHY S. WEBSTER, age 42, has served as President of the Company
since June 1991, as President and Chief Executive Officer of the Company since
May 1992, and as a Director since June 1989. Mr. Webster joined the Company in
April 1989, and served as Chief Financial Officer from May 1989 to December 1990
and as Chief Operating Officer from December 1990 to June 1991. Mr. Webster is
also a director of American Century Mutual Funds, a mutual fund company.

         JAMES A. HEETER, age 55, has served as a Director of the Company since
May of 2000. He is an attorney in Kansas City specializing in Corporate
Securities and Healthcare, and for more than five years has been a partner with
Sonnenschein Nath & Rosenthal, a limited liability partnership. Mr. Heeter is
the Managing Partner of the Kansas City, Missouri office and serves on the
Firmwide Executive Committee.

COMMITTEES OF THE BOARD OF DIRECTORS

         Under AIPC's Bylaws, the Board of Directors may establish, change and
terminate one or more committees made up of members of the Board of Directors to
perform certain functions. The Board of Directors has established an Audit
Committee, a Compensation Committee and a Nominating/Governance Committee. Each
committee has three members and all committee members are independent directors,
as defined by the New York Stock Exchange. There were seven meetings of the
Audit Committee, of which five were held via telephone conference; six meetings
of the Compensation Committee, of which four were held via telephone conference;
and four meetings of Nominating/Governance Committee, of which three were held
via telephone conference, during fiscal year 2003. All of the directors attended
the meetings of the committees on which they served during fiscal 2003.

THE AUDIT COMMITTEE

         The Audit Committee is responsible for or oversees a number of matters
related to the Company's financial statements, and its relationship to and use
of its independent auditors. A more complete description of the Audit
Committee's functions is provided in its Charter, a copy of which is attached as
Appendix A to this Proxy Statement. The current members of the Audit Committee
are: Messrs. Patterson, Heeter, and Baum. Each of the members is independent as
defined by the rules of the New York Stock Exchange and the Sarbanes-Oxley Act
of 2002. The Board of Directors has determined that Mr. Patterson is an "audit
committee financial expert" as defined in Item 401(h) of Regulation S-K.

THE COMPENSATION COMMITTEE

          The Compensation Committee is responsible for or oversees a number of
matters related to the amount and form of compensation to the Company's Chief
Executive Officer and its other executive officers and to the Company's equity
compensation plans. This Committee also makes recommendations on Board of
Directors compensation for consideration by the full Board. A more complete
description of the Compensation Committee's functions is provided in its
Charter, a copy of which is attached as Appendix B to this Proxy Statement. The
current members of the Compensation Committee are: Messrs. Niehaus, Demetree,
and Baum. Each of the members is independent as defined by the rules of the New
York Stock Exchange. The Committee's report on executive compensation is set
forth under "Management Compensation".




                                       4

THE NOMINATING/GOVERNANCE COMMITTEE

         The Nominating/Governance Committee is responsible for or oversees the
director nomination process and various other governance related matters,
including an annual Board assessment. All members of the Committee are
independent as defined by the rules of the New York Stock Exchange. A more
complete description of the Committee's functions is provided in its Charter, a
copy of which is attached as Appendix C to this Proxy Statement. The current
members of the Nominating/Governance Committee are: Messrs. Heeter, Thompson,
and Pollak.

         When a vacancy exists on the Board of Directors, or when the Board
determines to add an additional director, the Nominating/Governance Committee
seeks out appropriate candidates from various sources, which may include
consultants, search firms and other directors. In addition, as more fully
described under "Stockholder Proposals," the Company's Bylaws provide a
mechanism for stockholders to submit persons to be considered for Board
membership. The Nominating/Governance Committee policy is to consider candidates
who are proposed in accordance with the Bylaw provision. Each
stockholder-proposed candidate will be considered on a case by case basis. All
identified candidates, including stockholder-proposed candidates, are evaluated
by the Committee using generally the same methods and criteria, although those
methods and criteria are not standardized and may vary from time to time. The
Nominating/Governance Committee believes that having directors with relevant
experience in business and industry, government, education and other areas is
beneficial and the Committee seeks to monitor the mix of skills and experience
of the Company's directors.

COMPENSATION OF DIRECTORS

         Messrs. Schroeder and Webster currently are the only directors who do
not receive fees for serving as directors of the Company. Effective February
2002, all other directors ("Outside Directors") are paid an annual retainer of
$20,000, which is payable in Common Stock, and $5,000 in cash each, paid
immediately following AIPC's annual meeting of stockholders. In addition, the
Outside Directors are paid $1,500 in cash for each meeting of the Board of
Directors attended, and paid $350 in cash for each telephonic Board meeting
participation. Additionally, Outside Directors who are members of a committee of
the Board of Directors are paid $500 in cash for each committee meeting
attended, including those conducted by telephone. An Outside Director who is a
chairman of such a committee is paid an annual cash retainer of $2,500. In April
2003, the Audit Committee Chairman received an additional $2,500 for a total of
$5,000. All directors are reimbursed for out-of-pocket expenses incurred in
connection with attendance at meetings of the Board of Directors and meetings of
Board committees.

         As called for by its Corporate Governance Principles, the Company has
adopted a policy regarding minimum stock ownership by members of the Board of
Directors. That policy generally requires that each director at all times own at
least the number of shares equal to the annual stock retainer payment mentioned
above.

                              CORPORATE GOVERNANCE

          The Board of Directors believes that it has always maintained a strong
support for appropriate corporate governance procedures and structures. For
example, since becoming a public company, the Board has maintained a large
majority of independent directors and an audit committee including members with
significant accounting and financial backgrounds. Also, non-management directors
meet periodically as a group. Of the current members of the Board of Directors,
every person other than Mr. Schroeder, the Company's Chairman, and Mr. Webster,
the Company's Chief Executive Officer, has been affirmatively


                                       5

determined by the Board of Directors to be independent as defined by the rules
of the New York Stock Exchange.

         The Board has also adopted a comprehensive set of Corporate Governance
Principles and the Board maintains three standing committees (Audit,
Compensation and Nominating/Governance) each of which consists entirely of
independent directors. Each committee has a written charter and has performed a
self-assessment review. In each case, the assessment reflected positively on the
Committee's processes and procedures. In addition, the Nominating/Governance
Committee has completed an assessment of the entire Board of Directors, as
called for by its charter. The Board assessment concluded that the Board
processes and procedures were efficient and effective. The Corporate Governance
Guidelines and each Committee Charter will be available for review on the
Company's corporate website at www.aipc.com by the time of the Annual
Stockholder Meeting.

         The Company publishes in its annual meeting materials and SEC filings
the names of its Directors, any of whom may be contacted in writing in care of
the Company. Written communication addressed to the Board in general is reviewed
by the Chairman or Chief Executive Officer for appropriate handling. Written
communication addressed to an individual Board member is forwarded to that
person directly.

         The Board has created the role of "lead director" for the purpose of
facilitating communication among the non-management directors and between the
non-management directors and Chairman and the Chief Executive Officer. Mr.
Niehaus has agreed to serve as the initial lead director for the Company.

         The Company encourages its Board members to attend the Annual
Stockholder Meeting and often schedules a Board meeting to follow the
stockholder meeting to facilitate this. All of the Directors attended the 2003
Annual Stockholder Meeting.



                                       6

                 STOCK OWNED BENEFICIALLY BY DIRECTORS, NOMINEES
                         AND CERTAIN EXECUTIVE OFFICERS

         The following table sets forth information regarding beneficial
ownership of the Company's Common Stock as of the Record Date by: (i) each
director or nominee for director of AIPC; (ii) certain executive officers; and
(iii) all directors and executive officers as a group.

                              CLASS A COMMON STOCK
    NAME OF                                        BENEFICIALLY OWNED
BENEFICIAL OWNER(1)                      NUMBER        PERCENT
- -------------------                      ------        -------

Horst W. Schroeder (2)(3)              702,670          3.78%

Jonathan E. Baum (4)                    22,890              *

James A. Heeter (7)                      7,311              *

Timothy Pollak                           1,689              *

Robert H. Niehaus                       11,970              *

Mark C. Demetree                         2,508              *

William R. Patterson                     7,052              *

Richard C. Thompson                      3,412              *

Terence C. O'Brien                         ---              *

Timothy S. Webster (3)(5)              863,421          4.58%

Warren B. Schmidgall (3)               145,549              *

Walter N. George (3)                    54,896              *

Jerry H. Dear (3)                       46,220              *

David E. Watson  (3)(6)                238,094          1.31%

All directors and executive          2,217,756         11.13%
  officers as a group
  (20 persons)(3)

- -----------------------------
         * Less than 1% of the outstanding Common Stock.


     (1)  Beneficial ownership is determined in accordance with the rules of the
          United States Securities and Exchange Commission (the "Commission"),
          but generally refers to either the sole or shared power to vote or
          dispose of the shares. Such shares, however, are not deemed
          outstanding for the purposes of computing the percentage ownership of
          any other person. Except as otherwise indicated in a footnote to this
          table, the persons in this table have sole voting and investment power
          with respect to all shares of Common Stock shown as beneficially owned
          by them.


                                       7

     (2)  The shares beneficially owned by Mr. Schroeder include 143,907 shares
          held by The Living Trust of Horst W. Schroeder, 11,406 shares held by
          The Living Trust of Gisela I. Schroeder for the benefit of Mr. and Ms.
          Schroeder, respectively, and members of their family. Mr. Schroeder
          has voting power, but not investment power, with respect to all of
          these shares. Mr. Schroeder disclaims beneficial ownership of the
          shares held by The Living Trust of Gisela I. Schroeder.


     (3)  In computing the number of shares beneficially owned by a person and
          the percentage ownership of that person, shares of Common Stock
          subject to options and warrants held by that person that are currently
          exercisable or will become exercisable within 60 days of the Record
          Date are deemed beneficially owned by that person. Options that are
          currently exercisable or will become exercisable within 60 days of the
          Record Date to purchase shares of Common Stock as follows: Mr.
          Schroeder (547,357 shares), Mr. Webster (823,370 shares), Mr.
          Schmidgall (137,500 shares), Mr. George (51,333 shares), Mr. Dear
          (43,934 shares), and Mr. Watson (172,377 shares), and all executive
          officers and directors as a group (1,872,908 shares).


     (4)  Includes 13,083 shares held by Group Partners, L.P., 1,422 shares held
          by George K. Baum Holdings, Inc. and 1,776 shares held by Grandchild,
          L.P. As an officer and/or equity owner of the entities holding such
          shares, Mr. Baum may share voting power with respect to such shares.
          Mr. Baum also may be deemed to own beneficially 200 shares held by his
          wife, Sarah Baum, and 1,600 shares held by his wife as custodian for
          their minor children.


     (5)  Includes 16,625 shares beneficially owned by Mr. Webster which are
          held in various trusts for the benefit of Mr. Webster's family
          members. Mr. Webster has voting power, but not investment power, with
          respect to all of such shares. Mr. Webster also may be deemed to own
          beneficially 4,600 shares held by his wife. Mr. Webster disclaims
          beneficial ownership of such shares.


     (6)  Includes 750 shares held as custodian for Mr. Watson's children.


     (7)  Mr. Heeter also may be deemed to own beneficially 745 shares held by
          his wife, Judith S. Heeter, and 300 shares held by his wife as
          custodian for their minor children. Mr. Heeter disclaims beneficial
          ownership of such shares held by or for the benefit of his wife and
          children.


                                       8

                             STOCK PERFORMANCE GRAPH

         The following graph shows the changes in value over the five fiscal
years ending October 3, 2003 of an assumed investment of $100 in: (i) AIPC's
Common Stock; (ii) a group of peer companies(1); and (iii) the stocks that
comprise the Russell 2000 Index(2). The table following the graph shows the
value of those investments as of October 2, 1998 through October 3, 2003. The
value for the assumed investments depicted on the graph and in the table has
been calculated assuming that any cash dividends are reinvested at the end of
each quarter during the fiscal year paid. The closing price of the Common Stock
on the New York Stock Exchange on December 31, 2003 was $41.90 per share.

                         AMERICAN ITALIAN PASTA COMPANY
                           RELATIVE MARKET PERFORMANCE
                            TOTAL RETURN FISCAL 2003

                                        9



                                                                         Fiscal Year Ended
                                                                         -----------------

                               Oct. 2, 1998     Oct. 1, 1999     Sept. 29, 2000    Sept. 28, 2001    Sept. 27, 2002     Oct. 3, 2003
                               ------------     ------------     --------------    --------------    --------------     ------------
AIPC Total Return                $100.00            $109.05           $73.10           $164.76           $135.96           $147.39
Russell 2000 Index Total         $100.00            $119.07          $146.92           $115.76           $104.99           $143.32
Return (1)
Peer Group Total Return (2)      $100.00             $83.75           $77.08            $74.68            $22.03            $25.92

     1.   The Russell 2000 is an index prepared by Frank Russell Company, an
          independent company. The Russell 2000 reflects the change in weighted
          average market value for 2000 companies whose shares are traded on the
          New York Stock Exchange, American Stock Exchange and in the
          over-the-counter market. Information concerning Frank Russell Company
          and the Russell 2000 Index is available on the Internet at
          www.russell.com.


     2.   The peer group index is comprised of the following companies: Aurora
          Foods Inc; Flowers Industries Inc; McCormick & Co Inc; and Riviana
          Foods, Inc.




                                       10




                      PROPOSAL 2 - APPROVAL OF AMENDMENT TO
            AMERICAN ITALIAN PASTA COMPANY 2000 EQUITY INCENTIVE PLAN

         The Company is asking stockholders to approve an amendment (the
"Amendment") to Section 4.1(b) and 4.1(d) of the 2000 Equity Incentive Plan (the
"2000 Plan") to increase the number of shares of Common Stock available under
the 2000 Plan from 1,000,000 shares to 1,800,000 shares. The 2000 Plan is
designed to attract, motivate and retain officers, directors and employees of
the Company and to further the growth and financial success of the Company and
its affiliates by aligning the interests of such persons through ownership with
the interests of the Company stockholders.

         The Board of Directors approved the Amendment in December of 2003 and
is submitting it to stockholders for their approval. In addition, the Board has
authorized amendments to the 2000 Plan eliminating the ability to grant
Performance Shares or Performance Units and requiring specific authorization by
the Compensation Committee for Options to fully vest over a period of less than
five years.

         As explained further under "Voting and Proxies," approval of this
proposal requires the affirmative vote of a majority of the shares of Common
Stock present at the Annual Meeting that are entitled to vote on the proposal,
assuming a quorum.

Description of the 2000 Equity Incentive Plan

         The following paragraphs provide a summary of the principal features of
the 2000 Plan and its operation. This summary is qualified in its entirety by
reference to the applicable provisions of the 2000 Plan, as amended, a copy of
which is available to any stockholder upon written request to the Company.

Administration of the 2000 Equity Incentive Plan

         The 2000 Plan was adopted by the Board of Directors on December 12,
2000 and approved by the Company's stockholders at the 2001 Annual Meeting. The
2000 Plan is administered by the Compensation Committee (the "Committee") of the
Board of Directors. If the Board of Directors determines it advisable, the
members of the Committee must qualify as "non-employee directors" under Rule
16b-3 under the Securities Exchange Act of 1934, and as "outside directors"
under section 162(m) of the Internal Revenue Code, as amended (for purposes of
qualifying amounts received under the 2000 Plan as "performance-based
compensation" under section 162(m)). Currently, the Compensation Committee
consists of Messrs. Niehaus, Demetree and Baum.

         Subject to the terms of the 2000 Plan, the Committee has the sole
discretion to determine the persons who shall be granted awards under the 2000
Plan ("Awards"), the size and types of such Awards, and the terms and conditions
of such Awards. The Committee may delegate its authority to grant and administer
Awards to a separate committee appointed by the Committee, provided such
delegation would not jeopardize qualification under Rule 16b-3 or section
162(m).

Shares Subject to Awards

          Currently, the 2000 Plan sets aside 1,000,000 shares of Common Stock
for issuance as Awards plus any shares which remain available under the
Company's 1997 Equity Incentive Plan or which become available through
forfeiture or cancellation. As of October 3, 2003, the number of shares
available from the 1997 Plan was 123,568. The Amendment would increase the
1,000,000 shares to 1,800,000 shares. If Awards granted



                                       11




under the 2000 Plan expire, are cancelled or lost for any reason, shares subject
to such Awards again become available for issuance under the 2000 Plan. If
shares are delivered to the Company by a participant as payment of the exercise
price of an option or for withholding of taxes, such number of shares shall also
be available for issuance under the 2000 Plan. The closing sales price of the
Company's common stock on December 31, 2003 was $41.90.

Eligibility to Receive Awards

         Officers, directors, employees and consultants of the Company and its
affiliates (i.e., any corporation or other entity controlling, controlled by or
under common control with the Company) are eligible to be selected to receive
one or more Awards. The actual number of individuals who will receive an Award
cannot be determined in advance because the Committee has discretion to select
participants.

Options

         The Committee may grant nonqualified stock options, incentive stock
options ("ISOs," which are entitled to favorable tax treatment), or any
combination thereof. The number of shares covered by each option will be
determined by the Committee, but during any fiscal year of the Company, no
participant may be granted options for more than 400,000 shares.

         The exercise price of each option is set by the Committee, and
generally may not be less than 100% of the fair market value of the Common Stock
on the date of grant. The exercise price of an ISO must be at least 110% of the
fair market value if the participant, on the grant date, owns stock possessing
more than 10% of the total combined voting power of all classes of stock of the
Company and any of its subsidiaries. Also, the aggregate fair market value of
the shares (determined on the grant date) covered by ISOs which first become
exercisable by any participant during any calendar year may not exceed $100,000.

         The Company may not reprice, replace or regrant an outstanding option
either in connection with the cancellation of such option or by amending an
Award Agreement to lower the exercise price.

         The exercise price of each option must be paid in full at the time of
exercise. The Committee may permit payment through the tender of shares of
Common Stock then owned by the participant, or by any other means that the
Committee determines to be consistent with the 2000 Plan's purpose. Any taxes
required to be withheld must be paid by the participant at the time of exercise.

         Options become exercisable at the times and on the terms established by
the Committee. Unless specifically authorized by the Committee in an Award
Agreement or otherwise, no Option shall fully vest over a period of less than
five years. Options expire at the times established by the Committee, but
generally not later than 10 years after the date of grant. The Committee may
extend the maximum term of any option granted under the 2000 Plan, subject to
the preceding limits.

          The 2000 Plan authorizes the Committee, in connection with the grant
of an option, to provide that a participant may receive an additional option (a
"reload option") if a participant satisfies the exercise price of the original
option, or pays withholding taxes, by delivery of shares of Common Stock which
the participant has held for at least six months and has not received any other
reload option in the six months prior to the exercise. The reload option will be
for the number of shares tendered to pay the exercise price or any tax
withholding and will have an exercise price of not less then the fair market
value of the Common Stock on the date of grant. The


                                       12




Committee may place such other restrictions on the reload option as it sees fit.
Reload options will not be granted in connection with an option which has been
transferred by the initial participant.

Stock Appreciation Rights ("SARs")

         The Committee determines the terms and conditions of each SAR. SARs may
be granted in conjunction with an option, or may be granted on an independent
basis. The number of shares covered by each SAR will be determined by the
Committee, but during any fiscal year of the Company, no participant may be
granted SARs for more than 500,000 shares.

         Upon exercise of a SAR, the participant will receive payment from the
Company in an amount determined by multiplying (1) the positive difference
between (a) the fair market value of a share of Common Stock on the date of
exercise, and (b) the exercise price, by (2) the number of shares with respect
to which the SAR is exercised. Thus, a SAR will have value only if the Common
Stock appreciates in value after the date of grant.

         SARs are exercisable at the times and on the terms established by the
Committee. Proceeds from SAR exercises may be paid in cash or shares of the
Common Stock, as determined by the Committee. SARs expire at the times
established by the Committee, but are subject to the same maximum time limits as
are applicable to options granted under the 2000 Plan.

Restricted Stock Awards

         Restricted stock awards are shares of the Common Stock that vest in
accordance with terms established by the Committee. The number of shares of
restricted stock (if any) granted to a participant will be determined by the
Committee, but during any fiscal year of the Company, no participant may be
granted more than 200,000 shares. The total number of shares of restricted stock
that may be granted under the 2000 Plan after the date of the Amendment may not
exceed the number of shares which are available for issuance under the 2000 Plan
prior to approval of the Amendment by the stockholders, plus those which become
available through forfeiture or cancellation of Awards granted prior to the
Amendment, plus 200,000 shares.

         Restricted Stock which is awarded to a participant as an incentive for
such participant to remain employed by the Company shall have a minimum three
year period of restriction. Restricted Stock awarded to a participant as an
incentive for such participant's performance as an employee shall have a minimum
one year period of restriction.

         In determining the vesting schedule for each Award of restricted stock,
the Committee may impose whatever conditions to vesting as it determines to be
appropriate. For example, the Committee may (but is not required to) provide
that restricted stock will vest only if one or more performance goals are
satisfied. In order for the Award to qualify as "performance-based" compensation
under section 162(m) of the Internal Revenue Code, as amended, the Committee
must use one or more of the following measures in setting the performance goals:
(1) earnings (either in the aggregate or on a per share basis), (2) net income
(before or after taxes), (3) operating income, (4) cash flow, (5) return
measures (including return on assets, equity or sales), (6) earnings before or
after taxes, and before or after depreciation and amortization, (7) gross
revenues, (8) share price (including growth measures and total stockholder
return or attainment by the shares of a specified volume for a specified period
of time), (9) reductions in expense levels, (10) net economic value; or (11)
market share.  These performance measures are set forth in the 2000 Plan. The
Committee may apply the performance measures on a corporate or business unit
basis, as deemed appropriate in light of the participant's specific


                                       13




responsibilities. The Committee may, in its sole discretion, accelerate the time
at which any restriction lapses or remove any restriction.

Plan Benefits

         The Compensation Committee has the sole discretion to determine who
shall be granted Awards, as well as the size and types of such Awards under the
2000 Plan. For this reason, the Company cannot determine the number of options,
SARs, restricted stock awards, performance unit or performance share awards that
might be received by participants as a result of this amendment.

         The following table sets forth, as of October 3, 2003, the total number
of options and other Awards granted to each of the following persons and groups
since the 2000 Plan's inception.

                                                                              Number of Shares of    Dollar Value of
                                                              Number of         Restricted Stock     Restricted Stock
              Option and Award Recipients                 Options Granted(1)        Granted                (2)
                                                          ------------------- --------------------- -------------------

Timothy S. Webster, President and CEO.................          225,000               6,000              $ 289,800
Horst W. Schroeder, Chairman of the Board.............           90,000               3,500              $ 120,225
Warren B. Schmidgall, EVP and CFO.....................           50,000               2,500               $ 92,025
Walter N. George, EVP.................................           54,500               1,250               $ 46,013
Jerry H. Dear, EVP....................................           48,000               1,000               $ 36,810
David E. Watson, EVP..................................           60,000               2,500               $ 92,025
Executive Group.......................................          684,500              25,250             $1,028,883
Non-Executive Director Group..........................              -0-                 -0-                $   -0-
Non-Executive Employee Group..........................          377,786               5,000              $ 195,926

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

(1)     The executive group total includes grants to the named executives and
all other current executives of the Company. The non-executive director group
total includes only the current non-employee directors. No non-employee
directors have received options. The non-executive employee group total includes
all other grants to employees, including amounts granted to employees that are
no longer employed by the Company. All options were granted with an exercise
price equal to the fair market value on the date of grant.

(2)     Based on the fair market value on the date of grant.

Nontransferability of Awards

         Unless otherwise provided by the Committee in an Award Agreement,
Awards granted under the 2000 Plan may not be sold, transferred, pledged,
assigned, or otherwise alienated or hypothecated, other than by will or by the
applicable laws of descent and distribution.

Change in Control

         Transactions resulting in a change to our corporate structure, such as
a merger, reorganization, consolidation, stock dividend or stock split, may
change the class and number of shares subject to the 2000 Plan



                                       14




and to outstanding awards. In that event, the Committee will appropriately
adjust the plan as to the class and maximum number of shares subject to the 2000
Plan. The committee will also adjust the outstanding awards as to the class,
number of shares and price per share subject to such awards.

         Upon a change in control of the Company, except as provided below, all
awards will generally become immediately exercisable for the life of the award,
unless the Committee declares that the event does not constitute a change in
control for purposes of qualifying for pooling-of-interests accounting. If the
change in control is a sale of substantially all of the assets of, or a merger
involving, the Company, the Committee may require the surviving entity to either
assume or replace outstanding Awards under the 2000 Plan. Otherwise, the Awards
will fully vest and become immediately exercisable for a period of 25 days.

Tax Aspects

         The following discussion is intended to provide an overview of the U.S.
federal income tax laws which are generally applicable to Awards granted under
the 2000 Plan as of the date of this Proxy Statement. People or entities in
differing circumstances may have different tax consequences, and the tax laws
may change in the future. This discussion is not to be construed as tax advice.

         A recipient of a stock option or SAR will not have taxable income on
the date of grant. Upon the exercise of nonqualified options and SARs, the
participant will recognize ordinary income equal to the difference between the
fair market value of the shares on the date of exercise and the exercise price.
Any gain or loss recognized upon any later disposition of the shares generally
will be capital gain or loss, if held for more than 12 months after exercise.

         Purchase of shares upon exercise of an ISO will not result in any
taxable income to the participant, except for purposes of the alternative
minimum tax. Gain or loss recognized by the participant on a later sale or other
disposition either will be long-term capital gain or loss or ordinary income,
depending upon how long the participant holds the shares. Any ordinary income
recognized will be in the amount, if any, by which the lesser of (1) the fair
market value of such shares on the date of exercise, or (2) the amount realized
from the sale, exceeds the exercise price.

         Upon grant of restricted stock, the participant will not have taxable
income unless he or she elects to be taxed. Absent such election, upon vesting
the participant will recognize ordinary income equal to the fair market value of
the shares or units at such time.

         The Committee may permit participants to satisfy tax withholding
requirements in connection with the exercise or receipt of an Award by (1)
electing to have the Company withhold otherwise deliverable shares, or (2)
delivering to the Company then owned shares having a value equal to the amount
required to be withheld.

          The Company will be entitled to a tax deduction for an Award in an
amount equal to the ordinary income realized by the participant at the time the
participant recognizes such income. In addition, Internal Revenue Code section
162(m) contains special rules regarding the federal income tax deductibility of
compensation paid to the Company's Chief Executive Officer and to each of the
other four most highly compensated executive officers. The general rule is that
annual compensation paid to any of these specified executives will be deductible
only to the extent that it does not exceed $1 million. The Company can preserve
the deductibility of certain compensation in excess of $1 million, however, if
the Company complies with conditions imposed by section 162(m). The 2000 Plan
has been designed to permit the Committee to grant Awards which satisfy the
requirements of section 162(m).


                                       15





Amendment and Termination of the 2000 Equity Incentive Plan

         The Board generally may amend or terminate the 2000 Plan at any time in
accordance with the applicable stockholder approval rules of the New York Stock
Exchange.


                       YOUR BOARD RECOMMENDS THAT YOU VOTE
                                      "FOR"
                      APPROVAL OF THE AMENDMENT TO THE 2000
                              EQUITY INCENTIVE PLAN

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


              PROPOSAL 3 - RATIFICATION OF THE BOARD OF DIRECTORS'
                        SELECTION OF INDEPENDENT AUDITORS

         The Audit Committee has recommended, and the Board of Directors has
selected, the firm of Ernst & Young LLP as AIPC's independent auditors to
examine the consolidated financial statements of AIPC for fiscal year 2004.
Ernst & Young served as AIPC's independent auditors for fiscal year 2003. No
relationship exists between AIPC and Ernst & Young LLP other than that of
independent auditors and client.

         AIPC is seeking its stockholders' ratification of the Board of
Directors' selection of AIPC's independent auditors even though AIPC is not
legally required to do so. If AIPC's stockholders ratify the Board of Directors'
selection, the Board of Directors nonetheless may, in their discretion, retain
another independent auditing firm at any time during the year if the Board of
Directors feels that such change would be in the best interest of AIPC.
Alternatively, in the event that this proposal is not approved by stockholders,
the Audit Committee and the Board may re-evaluate their decision.

         One or more representatives of Ernst & Young LLP will be present at the
Annual Meeting and will have the opportunity to make a statement, if desired,
and to respond to appropriate questions by stockholders.



                                       16





Fees and Services of Ernst & Young LLP

         The following table summarizes fees billed to the Company by Ernst &
Young LLP during fiscal years 2003 and 2002:

                                                                                          Fees
                                                                                       ($ in thousands)
                                                                          -------------------------------------------
Service                                                                           2003                  2002
- -------
                                                                          --------------------- ---------------------

Audit Fees                                                                         $247                  $190

Audit-Related Fees                                                                   81                   108
                                                                          --------------------- ---------------------
(Principally related to benefit plan audits, assistance with
Sarbanes-Oxley compliance, and accounting consultations.)

Total Audit and Audit-Related Fees                                                  328                   298
                                                                          --------------------- ---------------------

Tax Fees
Tax Compliance/Preparation                                                          564                   575
Other Tax Fees                                                                       78                   467
                                                                          --------------------- ---------------------
(Principally related to Foreign Trade Zone qualification and foreign
restructuring consultations.)

Total Tax Fees                                                                      642                 1,042
                                                                          --------------------- ---------------------


All Other Fees                                                                      ---                   ---
                                                                          --------------------- ---------------------

Total Fees                                                                         $970                $1,340
                                                                          ===================== =====================

         The Audit Committee approves in advance all audit and non-audit
services performed by Ernst & Young. There are no other specific policies or
procedures relating to the preapproval of services performed by Ernst & Young.
The Audit Committee considered whether the audit and non-audit services rendered
by Ernst & Young were compatible with maintaining Ernst & Young's independence
as auditors of AIPC's financial statements.

As explained further under "Voting and Proxies," approval of this proposal
requires the affirmative vote of a majority of the shares of Common Stock
present at the Annual Meeting that are entitled to vote on the proposal,
assuming a quorum.

                       YOUR BOARD RECOMMENDS THAT YOU VOTE
                                      "FOR"
                     RATIFICATION OF THE BOARD OF DIRECTORS'
                         SELECTION OF ERNST & YOUNG LLP

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


                                       17




                             AUDIT COMMITTEE REPORT

         The Company's Audit Committee is composed entirely of non-management
directors, each meeting the current independence and experience requirements of
the New York Stock Exchange (NYSE) and the Sarbanes-Oxley Act of 2002. The
Company has adopted a charter outlining its practices and responsibilities,
including those currently required by the SEC and NYSE. The charter is attached
as Appendix A to this Proxy Statement.

         During fiscal year 2003, the Audit Committee met seven times. At each
meeting the Committee met with the Company's senior financial management team
and the Company's independent auditors to review the most recent quarterly or
full-year financial statements and other relevant financial matters. At two of
the meetings, the Committee had private sessions with the Company's independent
auditors to discuss financial management, accounting, and internal control
matters.

         The Audit Committee engaged Ernst & Young LLP as independent auditors
for the 2003 fiscal year and reviewed with the Company's financial managers and
independent auditors the overall audit scopes and plans, the results of audit
examinations, evaluations by the auditors of the Company's internal controls and
the quality of the Company's financial reporting.

         The Audit Committee reviewed and discussed with Ernst & Young LLP, the
Company's independent auditors, the matters required to be discussed under
Statements on Auditing Standards No. 61 ("SAS 61"). In addition, the Committee
has received from the independent auditors the written disclosures and the
letter required to be delivered by them under Independence Standards Board
Standard No. 1 ("ISB Standard No. 1") addressing all relationships between the
independent auditors and the Company that might bear on the auditors'
independence. The Committee has reviewed the materials received from the
independent auditors, has met with their representatives to discuss the
independence of the auditing firm, and has satisfied itself as to the auditors'
independence.

         The Audit Committee acts only in an oversight capacity, and in so
doing, relies on the work and assurances of the Company's management and its
independent auditors.

         Based on the Audit Committee's review of the financial statements and
the independent auditors' report thereon, discussion with management and the
independent auditors, discussion with the independent auditors regarding SAS 61,
and the written materials provided by the independent auditors under ISB
Standard No. 1 and the related discussion with the independent auditors of their
independence, the Committee has recommended to the Board of Directors that the
audited financial statements of the Company be included in its Annual Report on
Form 10-K for the fiscal year ended October 3, 2003, for filing with the
Securities and Exchange Commission.

THE AUDIT COMMITTEE.

                  William R. Patterson, Chairman
                  James A. Heeter
                  Jonathan E. Baum

                                       18





                             MANAGEMENT COMPENSATION

             COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION


INTRODUCTION

         The Board of Directors' compensation policy is to reward exceptional
performance by the Company's employees while providing reasonably competitive
base compensation. The Compensation Committee is responsible for implementing
this policy for the executive officers of the Company.

         The Committee evaluates the compensation packages of these executives
at least annually. The Committee regularly discusses with independent
compensation consultants both the composition and level of the compensation
packages, and the Committee regularly informs the Board of the Committee's
activities.

         In designing the compensation packages for the Company's executives,
the Committee uses surveys, prepared by the compensation consultants, of the
compensation practices for different job levels of other industrial companies
with revenues of $1 billion or less. The Committee believes that those are the
companies with which the Company most actively competes for executives. The job
level for a position at AIPC and in the surveys is determined based upon the
compensation consultants' analysis of the position's level of knowledge,
accountability and problem solving (as contrasted to determining the job level
based upon title). The use of job level analysis allows the Committee to compare
more accurately the Company's compensation package for a particular executive
with the market practices within the comparison market. The compensation
consultants do not consider the financial performance of companies participating
in the survey when comparing the Company's compensation packages to the market.

         The Committee's current compensation program has three primary
components: base salary, annual incentives and long-term equity based
incentives. The Committee's process of determining each of these components for
the executives in general is discussed below.

         Base Salary. The Committee initially sets an executive's base salary at
the median of the range of base salaries indicated in the surveys, but may
adjust the salary, in the Committee's discretion, upwards or downwards within a
limited range around that point. The Committee considers the recommendations of
the Chairman of the Board and the Chief Executive Officer when making any such
adjustment. The Committee chooses the median of the base salary range so the
Company's base salaries are competitive with the base salaries of other
industrial companies. The Committee does not consider the financial performance
of the Company in setting base salaries. During fiscal 2003, the Company
implemented new employment agreements for its senior executives, reflecting
current base salaries. These agreements include non-competition provisions, for
cause termination provisions and certain termination and change in control
severance provisions. The executives were granted restricted stock and stock
options in connection with signing their new employment agreements.

         Annual Incentives. The Committee uses annual incentives to focus
executives on accomplishing specific objectives, both corporate and personal,
that the Committee and Board believe are necessary to enhance the shorter-term
performance of the Company. All executives participate in the annual cash
incentive program administered by the Committee. Each of the various objectives,
goals, targets and proportions related to determining the annual incentive is
established by the Committee or agreed to with the executive prior to the

                                       19




period in which the performance is to be measured. The annual incentives may be
paid in cash, equity, or both. For fiscal 2003, bonuses were paid using a
combination of cash, restricted stock and stock options.

         The Committee establishes annually a bonus, or incentive opportunity
for executives which varies according to job responsibilities. As a general
policy, an executive's annual incentive payment is the result of a target annual
incentive potential adjusted for the executive's personal performance and the
financial performance of the Company. The Committee sets an executive's target
annual incentive so that if earned, the executive's total compensation (base
salary plus annual incentive) would be between the fiftieth and seventy-fifth
percentile level of the range of total cash compensation indicated in the
compensation survey for the job level. The Committee believes that this level is
consistent with the Company's compensation policy of focusing on
performance-based compensation.

         The personal performance component of the annual incentive is based
upon the Committee's assessment of the executive's actual performance. This
assessment includes a review of specific personal objectives and any evaluation
provided by the executive's immediate supervisor. These corporate objectives
vary among executives, but generally relate to corporate performance measures in
the executive's area of responsibility. The personal goals also vary among
executives, but generally focus on the key accountabilities defined in the job
description. Each of these factors is given specific weight in determining the
executive's performance rating. The Committee may also, in its discretion, take
into account other factors in determining an executive's overall personal
performance rating. This performance rating is used to adjust the target annual
incentive downward or upward to arrive at the executive's personal performance
component of the annual incentive. The Committee has the discretion to reduce
the personal performance component to zero or, in cases of excellent
performance, increase the personal performance component to 150% of the target.

         The total potential annual incentive is based upon the executive's
personal performance component, adjusted upward or downward based upon the
actual financial performance of the Company.

         The financial performance rating of the Company is determined by the
Compensation Committee and is mainly based upon the comparison of the Company's
actual earnings to a pre-established earnings target and range of earnings of
the Company for the measurement period. No adjustment is made to the financial
performance portion if the Company's earnings match the target, and none of the
potential annual incentive relating to the financial performance of the Company
is paid if the Company's earnings fall below the bottom of the range. If the
Company's earnings fall below the earnings target but within the range, the
financial performance portion may be adjusted to 75 percent of its initial
level. If the Company's earnings exceed the earning target, the financial
performance portion may be adjusted up to 125 percent of its initial level,
depending on the size of the excess. The Committee has discretion to modify
these general guidelines as they evaluate overall performance, other incentives
paid, and such other factors as may be appropriate.

         Long-term Equity Incentives. Equity incentives are a very important
component of the Company's executive compensation program. Equity incentives are
the most effective means known to the Committee of aligning an executive's
interests with those of the stockholders and focusing the executive on creating
long-term value for the Company's stockholders. Generally, all executives
participate in the Company's equity incentives program. The Committee may,
however, determine in its discretion to not award any equity incentives to
certain executives. In making such a determination, the Committee will generally
consider the executive's past performance and recommendations of the Chairman of
the Board and Chief Executive Officer. No particular weighting is given to any
of these factors.


                                       20




         The Committee uses stock options with an exercise price equal to the
value of the stock on the date of the option award as the Company's equity
incentive because options do not reward the executive until all stockholders
realize an increase in the value of their investment in the Company. The
Committee sets the number of shares to be covered by any option awarded by
equating the present value of the options (using an assumed appreciation and the
cost of funds rates) to a target equity incentive level for the executive. It is
the Committee's long-standing policy and practice not to re-price or reissue any
options previously granted.

         The target equity incentive level is determined by setting target total
direct compensation (base salary plus target annual and equity incentives) for a
particular executive at the seventy-fifth percentile level of the range of
values of the total direct compensation indicated in the compensation surveys
for the job level. As with the annual incentives, the Committee believes this
level is consistent with the Company's compensation policy of focusing on pay
for performance.

         The Committee may then, in its discretion, adjust the target equity
incentive level upwards or downwards within a limited range around the target
level. The Committee does not generally consider any specific factors when
making any adjustment to the target incentive level other than previously
awarded equity incentives, the Committee's perception of the executive's
contribution to the Company and the recommendations of the Chairman of the Board
and the Chief Executive Officer. No particular weighting is given to these
factors. The stock options awarded the Company's executives generally vest over
a three or five year period, depending on the nature of the award.

         During fiscal 2002 and 2003, the executives were awarded significant
stock options with vesting periods over two or three years in connection with
their new employment agreements, recognizing opportunities for future stock
price performance considering the depressed stock market environment. In
addition, in early fiscal 2003, in connection with a broad-based option grant,
the executives received additional options vesting six months from date of
grant.

COMPENSATION OF THE CHIEF EXECUTIVE OFFICER

         The Committee determines Mr. Webster's compensation package using the
same methods as it uses for the other executives of the Company. For fiscal year
2003, and under his new employment agreement, the Committee set Mr. Webster's
base salary at approximately the midpoint of the range of comparable salaries
indicated on the surveys utilized which will lead to a significant increase of
the base salary in fiscal 2003. Mr. Webster's 2003 annual incentive performance
objectives were based on the earnings of the Company and meeting all of his
personal annual performance objectives. Based on these performance objectives,
Mr. Webster received a bonus for fiscal 2003 of $125,000, consisting of $75,000
cash and $50,000 in restricted stock.

DEDUCTIBILITY OF COMPENSATION

          Section 162(m) of the Internal Revenue Code generally limits
deductions by publicly held corporations for federal income tax purposes to $1
million of compensation paid to each of the executive officers listed in the
corporation's summary compensation table unless such excess compensation is
"performance based" as defined in section 162(m). The compensation of the
Company's executives does not reach the section 162(m) level. The Committee will
review from time to time in the future the potential impact of section 162(m) on
the deductibility of executive compensation. However, the Committee intends to
maintain the flexibility to take actions that it considers to be in the best
interests of the Company and its stockholders and which may be based on
considerations in addition to tax deductibility.



                                       21





THE COMPENSATION COMMITTEE.

         Mark C. Demetree, Chairman
         Robert H. Niehaus
         Jonathan E. Baum

SUMMARY COMPENSATION TABLE

         The Summary Compensation Table below shows certain information
concerning the compensation paid by AIPC to the CEO and the Named Executive
Officers during fiscal 2003 (based upon the total salary and bonus paid with
respect to fiscal 2003).

                                             FISCAL                                 LONG-TERM
                                             PERIOD                                COMPENSATION
                                          COMPENSATION                                AWARDS
                                          ------------                                ------
                                                                                   SECURITIES            ALL
NAME AND PRINCIPAL       FISCAL                                  RESTRICTED        UNDERLYING           OTHER
POSITION                  PERIOD     SALARY ($)    BONUS ($)     STOCK AWARDS      OPTIONS (#)      COMPENSATION
- ------------------        -------    ----------    ---------     ------------      -----------      ------------

Timothy S. Webster         2003      $583,004     $75,000(1)           $--           100,000        $22,364 (4)
   President and Chief     2002       470,953          --(2)      289,800 (3)        125,000         16,835 (4)
   Executive Officer       2001       430,322     425,000(5)            --                --         20,384 (4)


Horst W. Schroeder         2003       166,000     50,000 (1)      120,225 (5)         90,000          9,409 (7)
   Chairman of the Board   2002       250,000         -- (2)            --                --          9,021 (7)
                           2001       176,000     165,000(6)            --                --          8,597 (7)

Warren B. Schmidgall       2003       248,639     35,000 (1)            --            10,000         18,326 (9)
   EVP and Chief           2002       216,200         -- (2)       92,025 (8)         40,000         13,688 (9)
   Financial Officer       2001       202,626     138,000(6)            --                --         15,151 (9)

Walter N. George           2003       216,125     50,000 (1)            --            19,500        19,124 (11)
   EVP - Supply Chain      2002       190,863         -- (2)       46,013 (10)        35,000        49,053 (11)
   and Logistics           2001       114,430     75,700 (6)            --            35,000        59,576 (11)

Jerry H. Dear              2003       219,566     25,000 (1)            --            18,000        16,155 (13)
   EVP - Store Brands,     2002       193,220         -- (2)        36,810 (12)       30,000        11,935 (13)
   Special Channels        2001       185,447     45,000 (6)            --                --        12,570 (13)

David E. Watson (14)       2003       244,005         -- (1)            --            10,000        18,280 (15)
   EVP - Corporate         2002       230,912         -- (2)        92,025 (8)        50,000        13,794 (15)
   Development and         2001       214,908     117,500(6)            --                --        14,654 (15)
   Strategy

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

     (1)  In addition to the cash bonus listed above, the following executives
          will also receive a portion of his annual bonus in the form of
          restricted stock to be granted in January, 2004. The cash value of
          such grants is as follows: Mr. Webster - $50,000; Mr. Schroeder -
          $25,000; Mr. Schmidgall - $13,500; Mr. George - $21,500; Mr. Dear -
          $28,010. The number of shares granted will be calculated based on the
          fair market value of the Common Stock as of the date of grant. In
          addition, as part of this 2003 bonus, in January 2004 Mr. Schmidgall
          will be granted options to purchase 1,484 shares of Common Stock
          (valued at $19,000 based on the Black Scholes method of valuation).
          The exercise price of the options will be based on the fair market
          value of the Common Stock on the date of grant.


     (2)  For fiscal 2002, given the significant equity incentives granted to
          the executive officers, the extension of employment agreements,
          increases in job evaluations and related target base salaries
          considering the Company's increase in size and complexity, and certain
          timing shortfalls in achieving specific goals, the Committee chose not
          to pay additional incentives in the form of cash bonuses to the
          executive officers for fiscal 2002.


     (3)  Mr. Timothy S. Webster was granted 6,000 shares of restricted stock on
          May 30, 2002 in connection with his May 30, 2002 employment agreement.
          The award will vest annually in three equal installments beginning May
          30, 2003. The value of the restricted stock at October 3, 2003 was
          $227,940. All dividends are paid on the restricted stock.


                                       22




     (4)  Includes contributions on the officer's behalf to the American Italian
          Pasta Company Retirement Savings Plan in the amounts of $6,369,
          $3,804, and $8,282 in fiscal years 2003, 2002, and 2001, respectively,
          premiums paid by the Company on insurance policies in the amounts of
          $11,621, $9,021, and $8,602 in fiscal years 2003, 2002, and 2001,
          respectively, and premiums paid by the Company on a split dollar life
          insurance policy in the amounts of $4,374, $4,010, and $3,500, in
          fiscal years 2003, 2002, and 2001, respectively.


     (5)  Mr. Horst W. Schroeder was granted 3,500 shares of restricted stock on
          January 14, 2003 in connection with his January 14, 2003 employment
          agreement. The award will vest annually in three equal installments
          beginning January 14, 2004. The value of the restricted stock at
          October 3, 2003 was $132,965. All dividends are paid on the restricted
          stock.


     (6)  The fiscal year 2000 bonus structure was modified by the Compensation
          Committee to reflect the strategic significance of the Mueller
          acquisition on fiscal year 2000 and future years' results.
          Accordingly, the amounts indicated represent 50% of the fiscal year
          2000 bonus potential and were paid in cash December 15, 2000.
          Additionally, in fiscal year 2001, the Compensation Committee
          authorized a second incentive payment equal to the cash bonus paid for
          fiscal year 2000, payable in the second quarter of fiscal year 2001
          upon the successful completion and integration of the Mueller's
          acquisition.


     (7)  Represents premiums paid by the Company on insurance policies for the
          benefit of the Named Executive Officer.


     (8)  Each of Messrs. Schmidgall and Watson was granted 2,500 shares of
          restricted stock on September 1, 2002, vesting in three equal, annual
          installments on each of the first three anniversaries of the date of
          grant, in connection with their new employment agreements. The value
          of the restricted stock at October 3, 2003 was $94,975. All dividends
          are paid on the restricted stock.


     (9)  Includes contributions on the officer's behalf to the AIPC retirement
          savings plan in the amount of $5,979, $4,713, and $6,549 in fiscal
          years 2003, 2002, and 2001, respectively, and premiums paid by the
          Company on insurance policies in the amount of $12,347, $8,975, and
          $8,602 in fiscal years 2003, 2002, and 2001, respectively.


     (10) Mr. George was granted 1,250 shares of restricted stock on August 27,
          2002, vesting in three equal, annual installments on each of the first
          three anniversaries of the date of grant, in connection with his new
          employment agreement. The value of the restricted stock at October 3,
          2003 was $47,488. All dividends are paid on the restricted stock.


     (11) Includes contributions on the officer's behalf to the American Italian
          Pasta Company Retirement Savings Plan in the amounts of $6,065,
          $7,544, and $1,846 in fiscal years 2003, 2002, and 2001, respectively,
          and premiums paid by the Company on insurance policies in the amounts
          of $13,059, $8,953, and $6,194 in fiscal years 2003, 2002, and 2001,
          respectively, and relocation fees of $32,556 in fiscal year 2002 and
          relocation fees of $31,536 and signing bonus of $20,000 in fiscal year
          2001.


     (12) Mr. Dear was granted 1,000 shares of restricted stock on September 1,
          2002, vesting on September 1, 2005. The value of the restricted stock
          at October 3, 2003 was $37,990. All dividends are paid on the
          restricted stock.


     (13) Includes contributions on the officer's behalf to the American Italian
          Pasta Company Retirement Savings Plan in the amounts of $5,962,
          $2,966, and $3,976, in fiscal years 2003, 2002, and 2001,
          respectively, and premiums paid by the Company on insurance policies
          in the amounts of $10,193, $8,969, and $8,594 in fiscal years 2003,
          2002, and 2001, respectively.


     (14) As of December 31, 2003, Mr. Watson's retired, ending his employment
          with the Company. He continues to provide consulting services and to
          manage special projects at the request of the Chief Executive Officer.


     (15) Includes contributions on the officer's behalf to the American Italian
          Pasta Company Retirement Savings Plan in the amounts of $5,165,
          $4,823, and $6,067 in fiscal years 2003, 2002, and 2001, respectively,
          and premiums paid by the Company on insurance policies in the amounts
          of $13,115, $8,971, and $8,587 in fiscal years 2003, 2002, and 2001,
          respectively.



                                       23




OPTION GRANTS IN FISCAL YEAR 2003

         The following table sets forth information with respect to the options
granted by AIPC during fiscal 2003 to AIPC's Executive Officers named in the
Summary Compensation Table above.

                                                                                    POTENTIAL REALIZABLE VALUE
                                                                                      AT ASSUMED ANNUAL RATES
                                                                                    OF STOCK PRICE APPRECIATION
                                            INDIVIDUAL GRANTS                           FOR OPTION TERM (2)
                        ---------------------------------------------------------- ------------------------------
                                        % OF TOTAL
                                          OPTIONS
                           SHARES       GRANTED TO    EXERCISE
                          UNDERLYING     EMPLOYEES     PRICE
                           OPTIONS       IN FISCAL      PER        EXPIRATION
NAME                       GRANTED          2003       SHARE (1)      DATE             5%            10%
- ----                       -------          ----       ---------      ----             --            ---

Timothy S. Webster          25,000           4.9%       $38.90       10/23/12        $611,600      $1,549,915
Timothy S. Webster          60,000          11.8%        39.15       02/04/13       1,477,273       3,743,701
Timothy S. Webster          15,000           2.9%        41.51       02/28/13         391,581         992,344

Horst W. Schroeder          15,000           2.9%        38.90       10/23/12         366,960         929,949
Horst W. Schroeder          75,000          14.7%        34.35       01/14/13       1,620,190       4,105,879

Warren B. Schmidgall        10,000           2.0%        38.90       10/23/12         244,640         619,966

Walter N. George             9,500           1.9%        38.90       10/23/12         232,408         588,968
Walter N. George            10,000           2.0%        39.60       02/07/13         249,042         631,122

Jerry H. Dear                8,000           1.6%        38.90       10/23/12         195,712         495,973
Jerry H. Dear                5,000           1.0%        42.40       06/03/13         133,326         337,873
Jerry H. Dear                5,000           1.0%        38.69       09/30/13         121,660         308,309

David E. Watson             10,000           2.0%        38.90       10/23/12         244,640         619,966

(1)  The exercise price is based on the Fair Market Value at the date of the
     grant of the option. The options have various vesting periods, ranging from
     two to three years, and the options terminate ten years from the date of
     grant, subject to earlier termination in certain conditions. The
     exercisability of the options is accelerated in the event of a change of
     control (as defined in the option agreements).

(2)  The amounts shown as potential realizable values are based on assumed
     annualized rates of appreciation in the price of Common Stock of five
     percent and ten percent over the term of the options, as set forth in the
     rules of the Securities and Exchange Commission. Actual gains, if any, on
     stock option exercises are dependent upon the future performance of the
     Common Stock. There can be no assurance that the potential realizable
     values reflected in this table will be achieved.



                                       24




AGGREGATED OPTION EXERCISES IN FISCAL YEAR 2003 AND FISCAL YEAR-END OPTION VALUES

The following table sets forth information with respect to the aggregate option
exercises during fiscal 2003 by the Named Executive Officers and the number and
value of options held by such officers as of October 3, 2003.

                                                                      AT OCTOBER 3, 2003
                                                                      ------------------
                         SHARES                            NUMBER OF                  VALUE OF UNEXERCISED
                        ACQUIRED        VALUE          UNEXERCISED OPTIONS           IN-THE-MONEY OPTIONS (1)
                     UPON EXERCISE     REALIZED
                     -------------     --------
NAME                       (#)            ($)      EXERCISABLE  UNEXERCISABLE       EXERCISABLE    UNEXERCISABLE
- ----                       ---            ---      ------------ -------------       -----------    -------------

Timothy S. Webster           --               --      808,370         118,750       $14,762,568              --

Horst W. Schroeder           --               --      528,607          56,250         9,758,481         204,750

Warren B.
Schmidgall                   --               --      137,500          30,000         1,806,025         178,500

Walter N. George             --               --       41,000          48,500           163,135         234,378

Jerry H. Dear            10,906          207,400       53,934          30,000           514,866          35,400

David E. Watson              --               --      167,377          25,000         2,761,583          23,600

(1)  Based on the price of the Company's Common Stock at the close of business
     on Friday, October 3, 2003 (which was $37.99) and the exercise price of the
     options.


EQUITY COMPENSATION PLAN INFORMATION

         In October 1992, a stock option plan was established that authorizes
the granting of options to purchase up to 1,201,880 shares of Common Stock by
certain officers and key employees. In October 1993, an additional plan was
established that authorizes the granting of options to purchase up to 82,783
shares of Common Stock. In October 1997, a third stock option plan was
established (the "1997 Plan") that authorizes the granting of options to
purchase up to 2,000,000 shares of Common Stock by certain officers and key
employees. Shares remaining under the 1997 Plan at the time the 2000 Plan was
adopted or which become available due to forfeiture will be available for
issuance under the 2000 Plan. In December 2000, a fourth stock option plan was
established that authorizes the granting of options to purchase up to 1,000,000
shares of Common Stock by certain officers and key employees. The stock options
expire 10 years from the date of grant and become exercisable over the next one
to five years in varying amounts depending on the terms of the individual option
agreements. The Company has no equity plans that have not been approved by
stockholders.

                                       25





         The following table summarizes information with respect to options
under AIPC's equity compensation plans as of October 3, 2003.


                                Number of securities                             Number of securities remaining
                                  to be issued upon      Weighted-average     available for future issuance under
                                     exercise of         exercise price of         equity compensation plans
                                outstanding options,   outstanding options,    (excluding securities reflected in
                                 warrants and rights    warrants and rights               column (a))
        Plan Category                    (a)                    (b)                           (c)
        -------------          ---------------------- ---------------------- -------------------------------------

Equity compensation plans
approved by security holders

2000 Equity Incentive Plan           1,062,286                $39.71                        53,782

1997 Equity Incentive Plan           1,367,766                $20.89                             0

1993 Nonqualified Stock                 31,525                $30.47                         8,481
Option Plan

1992 Stock Option Plan                 332,016                $17.75                        21,369


 EMPLOYMENT AGREEMENTS, SEVERANCE OF EMPLOYMENT AGREEMENTS AND CHANGE OF CONTROL
                   ARRANGEMENTS WITH NAMED EXECUTIVE OFFICERS

         MR. WEBSTER. On May 30, 2002, Mr. Webster and the Company entered into
a new employment agreement which terminates on September 30, 2005. The
employment agreement was amended on March 3, 2003 to extend through September
29, 2006. Under the agreement, Mr. Webster is entitled to an annual base salary
of $460,000, subject to annual adjustment and periodically updated job
evaluation by the Compensation Committee. Mr. Webster is also eligible to
receive annual bonuses at the discretion of the Board under the Company's
Salaried Bonus Plan (the "Bonus Plan"). On the effective date of his employment
agreement, Mr. Webster was granted options to purchase 125,000 shares of Common
Stock, at an exercise price of $48.30 per share and issued 6,000 shares of
restricted stock. If Mr. Webster's employment is terminated without cause, due
to his disability or if he resigns for good reason, he is to receive his annual
base salary plus bonus for a period of twenty-four (24) months. He receives no
severance payment in the event of any other termination. Mr. Webster has agreed
not to compete with the Company for two years after termination of employment,
subject to the receipt by Mr. Webster of certain severance payments, in some
cases at the election of the Company. All stock options awarded to Mr. Webster
will vest (i) immediately upon a termination of his employment without cause or
his resignation for good reason; (ii) if the employment agreement expires and
the Company does not offer Mr. Webster a new agreement on terms no less
favorable than those in the current agreement; or (iii) upon a change of control
(as defined in the agreement).

          MR. SCHROEDER. On January 13, 2003, Mr. Schroeder and the Company
entered into a new employment agreement which terminates on September 30, 2006.
Under the agreement, Mr. Schroeder will serve as Chairman of the Board and is
entitled to receive base compensation of $4,000 per day of service to the
Company, subject to a minimum payment of $120,000 per year. Mr. Schroeder is
eligible to participate in the Company's Bonus Plan. On the effective date of
his employment agreement, Mr. Schroeder was granted options to purchase 75,000
shares of common Stock, at an exercise price of $34.35 per share and issued
3,500 shares of restricted stock. If Mr. Schroeder terminates his agreement for
good reason, including a change of control, he is entitled to receive payment of
all unpaid amounts due for service rendered, as well as an additional amount
equal to the unpaid balance due for the remainder of the term of the agreement
and an additional payment equal to $2,000 multiplied by the number of days of
service remaining under the term, which in no event shall be more than 30 days
during any calendar year. In addition, upon termination of


                                       26




employment for good reason, the unvested portion of Mr. Schroeder's options
under the Company's stock option plans will become immediately vested. Mr.
Schroeder has agreed not to compete with the Company for a period of two years
after termination of his employment.

         MR. SCHMIDGALL. On September 1, 2002, Mr. Schmidgall and the Company
entered into a new employment agreement which terminates on September 30, 2005.
Under the agreement, Mr. Schmidgall is entitled to an annual salary of $215,000,
subject to annual adjustment by the Board. Mr. Schmidgall is also eligible to
receive annual bonuses at the discretion of the Board under the Company's Bonus
Plan. On the effective date of his employment agreement, Mr. Schmidgall was
granted options to purchase 40,000 shares of Common Stock, at an exercise price
of $36.81 and issued 2,500 shares of restricted stock. If Mr. Schmidgall's
employment is terminated without cause or if he resigns for good reason, he is
to receive payments equal to one year's annual base salary. If Mr. Schmidgall is
terminated without cause within six months following a change of control of the
Company, he is entitled to his base salary and bonus for a period of one year
following such termination. He receives no severance payment in the event of any
other termination. Mr. Schmidgall has agreed not to compete with the Company for
eighteen months after termination of employment. All stock options awarded to
Mr. Schmidgall will vest upon a change of control.

         MR. GEORGE. On September 1, 2002, Mr. George and the Company entered
into a new employment agreement which terminates on September 30, 2005. Under
the agreement, Mr. George is entitled to an annual salary of $190,000, subject
to annual adjustment by the Board. Mr. George is also eligible to receive annual
bonuses at the discretion of the Board under the Company's Bonus Plan. On the
effective date of his employment agreement, Mr. George was granted options to
purchase 35,000 shares of Common Stock, at an exercise price of $36.81 and
issued 1,250 shares of restricted stock. If Mr. George's employment is
terminated without cause or if he resigns for good reason, he is to receive
payments equal to one year's annual base salary. If Mr. George is terminated
without cause within six months following a change of control of the Company, he
is entitled to his base salary and bonus for a period of one year following such
termination. He receives no severance payment in the event of any other
termination. Mr. George has agreed not to compete with the Company for eighteen
months after termination of employment. All stock options awarded to Mr. George
will vest upon a change of control.

         MR. DEAR. On September 1, 2002, Mr. Dear and the Company entered into a
new employment agreement which terminates on September 30, 2005. Under the
agreement, Mr. Dear is entitled to an annual salary of $183,600, subject to
annual adjustment by the Board. Mr. Dear is also eligible to receive annual
bonuses at the discretion of the Board under the Company's Bonus Plan. On the
effective date of his employment agreement, Mr. Dear was granted options to
purchase 30,000 shares of Common Stock, at an exercise price of $36.81 and
issued 1,000 shares of restricted stock. If Mr. Dear's employment is terminated
without cause or if he resigns for good reason, he is to receive payments equal
to one year's annual base salary. If Mr. Dear is terminated without cause within
six months following a change of control of the Company, he is entitled to his
base salary and bonus for a period of one year following such termination. He
receives no severance payment in the event of any other termination. Mr. Dear
has agreed not to compete with the Company for eighteen months after termination
of employment. All stock options awarded to Mr. Dear will vest upon a change of
control.

         MR. WATSON. On September 1, 2002, Mr. Watson and the Company entered
into a new employment agreement which terminates on September 30, 2005. The
agreement entitled Mr. Watson to an annual base salary of $220,000, subject to
annual merit increase reviews by the Board of Directors, and an annual bonus at
the discretion of the Board of Directors in accordance with the terms of the
Bonus Plan. On the effective date of his employment agreement, Mr. Watson was
granted options to purchase 40,000 shares of Common Stock, at

                                       27




an exercise price of $36.81 and issued 2,500 shares of restricted stock.
Effective January 1, 2004, Mr. Watson's employment agreement was terminated by
mutual agreement with the Company and replaced with an independent contractor
agreement with a two year term, renewable annually thereafter. Under this
agreement Mr. Watson will provide to the Company, and the Company has agreed to
use, at least $250,000 in value of his services by December 31, 2005. In
addition, Mr. Watson's 2,500 shares of restricted stock will continue to vest
through August 27, 2007, and his 25,000 stock options will continue to vest
through December 31, 2005. Mr. Watson has also agreed to a four year
noncompetition provision.

SALARIED BONUS PLAN

         The Company maintains the Bonus Plan for certain salaried employees of
the Company, including the Named Executive Officers. The Bonus Plan permits
these employees to earn cash performance bonus awards of up to a percentage of
their respective salaries as determined by the Board of Directors, or by
management on the Board's behalf. The amount of any bonus is based upon the
Company's performance and the individual performance of such participant.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

         All compensation decisions during the fiscal year ended October 3, 2003
for each of the Named Executive Officers were made by the Compensation Committee
of the Board of Directors, consisting of Messrs. Niehaus, Demetree and Baum,
none of whom is or was an officer or employee of the Company during the last
fiscal year.

                 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

EXPENSE REIMBURSEMENT AGREEMENT

         The Company entered into an agreement with HWS & Associates, Inc.
("HWS") effective October 1, 1999 pursuant to which the Company agreed to
reimburse HWS for certain costs and expenses incurred by HWS in connection with
supporting the activities of Horst W. Schroeder as an employee and Chairman of
the Board of the Company and the activities of other employees of the Company.
Mr. Schroeder, a Director and the Chairman of the Board of the Company, owns HWS
and serves as its President. Pursuant to this agreement, on a quarterly basis,
beginning October 1, 1999 and continuing during the term of Mr. Schroeder's
employment by the Company, HWS will invoice the Company in advance for
reimbursement of such expenses, and will be reimbursed for such expenses in the
amount of $18,750 per quarter. Effective January 21, 2002, this agreement was
revised to reduce the expense reimbursement amount to $13,750 per quarter. In
fiscal 2003, the Company paid Mr. Schroeder $55,000 under this agreement.

                               VOTING AND PROXIES

         Stockholders at the Annual Meeting will consider and vote upon: (1) the
election of three directors; (2) approval of an amendment to the 2000 Equity
Incentive Plan to increase the shares available under the Plan from 1,000,000 to
1,800,000; (3) ratification of the Board of Directors' selection of Ernst &
Young LLP to serve as AIPC's independent accountants for fiscal year 2004; and
(4) such other matters as may properly come before the Annual Meeting or any
adjournment thereof. Stockholders do not have dissenters' rights of appraisal
in connection with any of these matters. Each of these matters has been proposed
by the Board of Directors and none of them is related to or contingent on the
other.


                                       28






         Only the holders of AIPC's Common Stock of record at the close of
business on the Record Date are entitled to notice of and to vote at the Annual
Meeting. On that date, AIPC had outstanding 18,052,461 shares of Common Stock
eligible to be voted at the Annual Meeting.

         The Common Stock constitutes AIPC's only class of voting securities
outstanding and will vote as a single class on all matters to be considered at
the Annual Meeting. Each holder of Common Stock is entitled to cast one vote for
each share of Common Stock held on the Record Date on all matters. Stockholders
do not have the right to vote cumulatively in the election of directors.

         In order for any of the proposals to be approved at the Annual Meeting
(other than the election of directors) by the stockholders, a quorum, consisting
of the holders of a majority of the shares of Common Stock entitled to vote,
must be present. The shares of Common Stock of each stockholder entitled to vote
at the Annual Meeting who is present, either in person or through a proxy, are
counted for purposes of determining whether there is a quorum, regardless of
whether the stockholder votes such shares. The directors are elected by an
affirmative vote of the plurality of a quorum of shares of Common Stock present
at the Annual Meeting that are entitled to vote. Proposals 2 and 3 must be
approved by a majority of the shares of Common Stock present at the meeting that
are entitled to vote.

         Voting ceases when the chairman of the Annual Meeting closes the polls.
The votes are counted and certified by inspectors appointed by the Board of
Directors of AIPC in advance of the Annual Meeting. In determining the
percentage of shares that have been affirmatively voted for a particular
proposal (other than the election of directors), the affirmative votes are
measured against the votes for and against the proposal plus the abstentions
from voting on the proposal. A stockholder may abstain from voting on any
proposal other than the election of directors, and shares for which the holders
abstain from voting are counted for purposes of determining a quorum but are not
considered to be votes affirmatively cast. Abstaining will, thus, have the
effect of a vote against a proposal. With regard to the election of directors, a
stockholder may cast votes in favor of a candidate or withhold his or her votes;
votes that are withheld will be excluded entirely from the vote and will have no
effect.

         Under the rules of the New York Stock Exchange (the "NYSE"), member
brokers who hold shares of Common Stock in the broker's name for customers are
required to solicit directions from those customers on how to vote such shares.
In the absence of any such instructions, the brokers may vote shares of Common
Stock on certain proposals. The staff of the NYSE, prior to the Annual Meeting,
informs the brokers of those proposals upon which the brokers are entitled to
vote the undirected shares. Proposals 1 and 3 are routine items upon which
brokers are entitled to vote undirected shares. Proposal 2 is a non-routine item
upon which brokers do not have authority to vote undirected shares.

         When a broker does not vote because instructions are not received, it
is referred to as a "broker non-vote" (customer-directed abstentions are not
broker non-votes). Broker non-votes generally do not affect the determination of
whether a quorum is present at the Annual Meeting because in most cases some of
the shares held in the broker's name have been voted on at least some proposals,
and therefore, all of such shares are considered present at the Annual Meeting
for purposes of determining a quorum. A broker non-vote will not be considered
present and entitled to vote on non-routine items and will have no impact on the
vote for any proposal.

         Stockholders who return a properly executed proxy are appointing the
Proxy Committee to vote their shares of Common Stock covered by the Proxy. That
Committee has three members whose names are listed on the accompanying proxy
card, each of whom is a director or executive officer of AIPC. A stockholder
wishing


                                       29




to name as his or her proxy someone other than the Proxy Committee designated on
the proxy card may do so by crossing out the names of the designated proxies and
inserting the name of such other person. In that case, it will be necessary for
the stockholder to sign the proxy card and deliver it directly to the person so
named and for that person to be present in person and vote at the Annual
Meeting. Proxy cards so marked should NOT be mailed to AIPC.

         The Proxy Committee will vote the shares of Common Stock covered by a
proxy in accordance with the instructions given by the stockholders executing
such proxies. If a properly executed and unrevoked proxy solicited hereunder
does not specify how the shares represented thereby are to be voted, the Proxy
Committee intends to vote such shares FOR the election as directors of the
persons nominated by management, FOR the amendment to the 2000 Plan, FOR
ratification of the Board of Directors' selection of Ernst & Young LLP to serve
as AIPC's independent auditors for fiscal year 2004 and in accordance with their
discretion upon such other matters as may properly come before the Annual
Meeting.

         A stockholder may revoke a valid proxy with a later-dated, properly
executed proxy or other writing delivered to the Corporate Secretary of AIPC at
any time before the polls for the Annual Meeting are closed. Attendance at the
Annual Meeting will not have the effect of revoking a valid proxy unless the
stockholder delivers a written revocation to the Corporate Secretary before the
proxy is voted. Stockholders whose shares are held by a broker will have to
contact the broker to determine how to revoke a proxy solicited through the
broker.

401(K) PLAN PARTICIPANTS

         Participants in the American Italian Pasta Company Retirement Savings
Plan (the "401(k) Plan") are provided a separate voting instruction card
(accompanying this Proxy Statement) to instruct the trustee of the 401(k) Plan
how to vote the shares of Common Stock held on behalf of such participant. The
401(k) Plan trustee is required under the trust agreement to vote the shares in
accordance with the instructions indicated on the voting instruction card. If
the voting instruction card is not returned, the trustee is required under the
applicable trust agreement to vote such shares, as well as any unallocated
shares, in the manner directed by a committee designated under the plan. The
voting instruction card should be returned directly to the trustee in the
envelope provided AND SHOULD NOT BE RETURNED TO AIPC. The mailing address of the
trustee is Gold Trust Company, 11301 Nall Avenue, Leawood, Kansas 66211. 401(k)
Plan participants who wish to revoke a voting instruction card will need to
contact the trustee and follow its procedures.

         Confidentiality of Voting of 401(k) Plan Participants. Under the terms
of the 401(k) Plan trust agreement, the trustee is required to establish
procedures to ensure that the instructions received from participants are held
in confidence and not divulged, released or otherwise utilized in a manner that
might influence the participants' free exercise of their voting rights.



                                       30





                             PRINCIPAL STOCKHOLDERS

         The following table sets forth certain information regarding beneficial
ownership of the Common Stock as of the Record Date by each person who is known
by the Company to own beneficially more than 5 percent of the outstanding shares
of Common Stock. Beneficial ownership is generally either the sole or shared
power to vote or dispose of the shares. The percentage ownership is based on the
number of shares outstanding as of the Record Date. Except as otherwise noted,
the holders have sole voting and dispositive power.

                                                                    Class A Common Stock
                                                                 Shares         Beneficially Owned
Name and Address of Beneficial Owner                             Number            Percent (1)
- ------------------------------------                             ------            -----------

FMR Corp., Edward C. Johnson 3d
     and Abigail P. Johnson (2)
     82 Devonshire Street                                       1,525,000             8.45%
     Boston, MA

Waddell & Reed Investment Management Co. (3)
     6300 Lamar Avenue                                          2,063,000             11.43%
     Shawnee Mission, KS 66201

T. Rowe Price Associates, Inc. (4)
     100 E. Pratt Street                                        1,273,400             7.05%
     Baltimore, MD 21202

Delaware Management Holdings (5)
     2005 Market Street                                         1,149,389             6.37%
     Philadelphia, PA 19103

Brown Capital Management, Inc. (6)
     1201 N. Calvert Street                                      928,822              5.15%
     Baltimore, MD  21202

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

(1)  Beneficial ownership is determined in accordance with the rules of the
     Commission. In computing the number and percentage of shares beneficially
     owned by a person and the percentage ownership of that person, shares of
     Common Stock subject to options and warrants held by that person that are
     currently exercisable or will become exercisable within 60 days of the
     Record Date are deemed outstanding. Such shares, however, are not deemed
     outstanding for the purposes of computing the percentage ownership of any
     other person.

(2)  Based upon an amended Schedule 13G, dated November 10, 2003, filed jointly
     by FMR Corp., a Massachusetts corporation ("FMR"), Edward C. Johnson 3d and
     Abigail P. Johnson. According to such Schedule 13G, FMR and Mr. Johnson
     each have sole power to dispose of 1,525,000 shares. Mr. Johnson and
     members of the Johnson family form a controlling group with respect to FMR.
     Mr. Johnson is Chairman of FMR and Ms. Johnson is a director of FMR.

(3)  Based upon an amended Schedule 13G dated February 14, 2003.

(4)  Based upon an amended Schedule 13G dated February 14, 2003.

(5)  Based upon an amended Schedule 13G dated February 6, 2003. According to
     such Schedule 13G, Delaware Management Holdings has sole voting power with
     respect to 1,143,877 shares and sole power to dispose of 1,145,889 shares
     and shared power to dispose of 3,500 shares.

(6)  Based upon a Schedule 13G dated December 9, 2003. According to such
     Schedule 13G, Brown Capital Management, Inc. has sole voting power with
     respect to 351,310 shares and sole power to dispose of 928,822 shares.


                                       31




                              STOCKHOLDER PROPOSALS

         To be properly brought before the Annual Meeting, a proposal must be
either (i) specified in the notice of the meeting (or any supplement thereto)
given by or at the direction of the Board of Directors, (ii) otherwise properly
brought before the meeting by or at the direction of the Board of Directors, or
(iii) otherwise properly brought before the meeting by a stockholder.

         If a holder of AIPC Common Stock wishes to present a proposal, other
than the election of a director, in AIPC's Proxy Statement for next year's
annual meeting of stockholders, such proposal must be received by AIPC on or
before September 23, 2004. Such proposal must be made in accordance with the
applicable laws and rules of the Securities and Exchange Commission and the
interpretations thereof. Any such proposal should be sent to the Corporate
Secretary of AIPC at 4100 N. Mulberry Drive, Suite 200, Kansas City, Missouri
64116.

         In order for a stockholder proposal that is not included in AIPC's
Proxy Statement for next year's annual meeting of stockholders to be properly
brought before such meeting, such proposal must be delivered to the Corporate
Secretary and received at AIPC's executive offices no earlier than November 21,
2004 and no later than December 21, 2004 (assuming a meeting date of February
19, 2004) and such proposal must also comply with the procedures outlined below,
which are set forth in AIPC's By-laws. The determination that any such proposal
has been properly brought before such meeting is made by the officer presiding
over such meeting.

DIRECTOR NOMINATIONS

          With respect to stockholder nominations of candidates for AIPC's Board
of Directors, AIPC's Bylaws provide that not less than 60 days nor more than 90
days prior to the anniversary date of the immediately preceding annual meeting
of stockholders (provided, however, that in the event that the annual meeting is
called for a date that is not within 30 days before or after such anniversary
date, the Nomination Notice (as defined below) by the stockholder in order to be
timely must be so received not later than the close of business on the tenth day
following the day on which such notice of the date of the annual meeting is
mailed or such public disclosure of the date of the annual meeting is made,
whichever first occurs), any stockholder who intends to make a nomination at the
Election Meeting shall deliver a notice in writing (the "Nomination Notice") to
the Secretary of AIPC at its principal executive offices setting forth (a) as to
each nominee whom the stockholder proposes to nominate for election as a
director, (i) the name, date of birth, business address and residence address of
such individual, (ii) the business experience during the past five years of such
nominee, including his or her principal occupations and employment during such
period, the name and principal business of any corporation or other organization
in which such occupations and employment were carried on, and such other
information as to the nature of his or her responsibilities and level of
professional competence as may be sufficient to permit assessment of his or her
prior business experience, (iii) whether the nominee is or ever has been at any
time a director, officer or owner of 5 percent or more of any class of capital
stock, partnership interests or other equity interest of any corporation,
partnership or other entity, (iv) any directorships held by such nominee in any
company with a class of securities registered pursuant to Section 12 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), or subject to
the requirements of Section 15(d) of the Exchange Act or any company registered
as an investment company under the Investment Company Act of 1940, as amended,
(v) whether, in the last five years, such nominee has been convicted in a
criminal proceeding or has been subject to a judgment, order, finding, decree or
proceeding which may be material to an evaluation of the ability or integrity of
the nominee, and (vi) any other information relating to the person that would be
required to be disclosed in a proxy statement or other filings required to be
made in connection with solicitations of proxies for election of directors
pursuant to Section 14 of the Exchange Act, and the rules and regulations
promulgated thereunder; and (b) as to the person submitting the Nomination
Notice and any person

                                       32




acting in concert with such person, (i) the name and business address of such
Person, (ii) the name and addresses of such person as they appear on the
Company's books, (iii) the class and number of shares of the Company that are
beneficially owned by such person, (iv) a description of all arrangements or
understandings between such stockholder and each proposed nominee and any other
person or persons (including their names) pursuant to which the nomination(s)
are to be made by such stockholder and (v) any other information relating to
such stockholder that would be required to be disclosed in a proxy statement or
other filings required to be made in connection with solicitations of proxies
for election of directors pursuant to Section 14 of the Exchange Act and the
rules and regulations promulgated thereunder. A written consent to being named
in a proxy statement as a nominee, and to serve as a director if elected, signed
by the nominee, shall be filed with the Nomination Notice.

MATTERS OTHER THAN DIRECTOR NOMINATIONS

         AIPC's Bylaws provide that, in addition to any other applicable
requirements, for a proposal to be properly brought before the meeting by a
stockholder, (a) the stockholder must have been a stockholder of record on the
date of the giving of the notice of the Stockholder Proposal and on the record
date for the determination of stockholders entitled to vote at such meeting; and
(b) such stockholder has filed a written notice (a "Proposal Notice") setting
forth with particularity (i) the names and business addresses of the proponent
and all persons or entities (collectively, the "persons" and, singularly, a
"person") acting in concert with the proponent; (ii) the name and address of the
proponent and the persons identified in clause (i), as they appear on the
Corporation's books (if they so appear); (iii) the class and number of shares of
AIPC beneficially owned by the proponent and the persons identified in clause
(i); (iv) a description of the Stockholder Proposal containing all material
information relating thereto; and (v) such other information as the Board of
Directors reasonably determines is necessary or appropriate to enable the Board
of Directors and stockholders of AIPC to consider the Stockholder Proposal; and
(c) the Proposal Notices must be delivered to the Secretary and received at the
principal executive offices of AIPC (1) in the case of an annual meeting, not
less than 60 days nor more than 90 days prior to the anniversary date of the
immediately preceding annual meeting of stockholders; PROVIDED, HOWEVER, that in
the event that the annual meeting is called for a date that is not within 30
days before or after such anniversary date, the Proposal Notice by the
stockholder in order to be timely must be so received not later than the close
of business on the tenth day following the day on which such notice of the date
of the annual meeting is mailed or such public disclosure of the date of the
annual meeting is made, whichever first occurs, or (2) in the case of a special
meeting of stockholders called for the purpose of electing directors, not later
than the close of business on the 10th day following the day on which notice of
the date of the special meeting is mailed or public disclosure of the date of
the special meeting is made, whichever first occurs.

             SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

         Section 16(a) of the Securities Exchange Act of 1934, as amended,
requires AIPC's directors and executive officers, and other persons, legal or
natural, who own more than 10 percent of AIPC's Common Stock (collectively,
"Reporting Persons"), to file reports of their ownership of such stock, and the
changes therein, with the Securities and Exchange Commission, the New York Stock
Exchange and AIPC (the "Section 16 Reports"). Based upon a review of Forms 3 and
4 and amendments thereto furnished to the Company during the most recent fiscal
year, Forms 5 and amendments thereto furnished to the Company with respect to
its most recent fiscal year, and any written representation from a person that
no Form 5 is required, all such reports due were filed in a timely manner during
fiscal year 2003.


                                       33





                                  OTHER MATTERS

         AIPC will bear the cost of the Annual Meeting, including the cost of
mailing the proxy materials and any supplemental materials. Directors, officers
and employees not specifically engaged or compensated for that purpose may also
solicit proxies by telephone, telegraph or in person. AIPC has retained Morrow &
Co. to assist in the solicitation of proxies, and anticipates the cost of such
assistance will be approximately $6,000. In addition, AIPC may reimburse
brokerage firms and other persons representing beneficial owners of AIPC's
shares for their expenses in forwarding this Proxy Statement, the Annual Report
and other soliciting materials to such beneficial owners.

         Brokers, dealers, banks, voting trustees, other custodians, and their
nominees are asked to forward soliciting materials to the beneficial owners of
shares held of record by them and upon request will be reimbursed for their
reasonable expenses in completing the mailing of soliciting materials to such
beneficial owners.

         The Board of Directors knows of no other matters that are expected to
be presented for consideration at the Annual Meeting. As of the date of this
Proxy Statement, no notice of any matters has been received in accordance with
AIPC's Bylaws, as discussed above. However, if other matters properly come
before the meeting, it is intended that persons named in the accompanying proxy
will vote on them in accordance with their best judgment.

         Notwithstanding anything to the contrary set forth in any of AIPC's
previous filings under the Securities Act of 1933, as amended, or the Exchange
Act that might incorporate future filings, including this Proxy Statement, in
whole or in part, the Audit Committee Report, the Compensation Committee Report
on Executive Compensation and the Stock Performance Graph (included herein)
shall not be incorporated by reference into any such filings.

                                  By Order of the Board of Directors




                                  Executive Vice President and
                                  Chief Financial Officer



Kansas City, Missouri
January 21, 2004



                                       34





AIPC will furnish without charge, a copy of its Annual Report on Form 10-K for
the year ended October 3, 2003 (without exhibits) as filed with the Securities
and Exchange Commission (the "SEC") upon written request. The Annual Report on
Form 10-K includes a list of all exhibits thereto. AIPC will furnish written
copies of such exhibits upon written request therefor and payment of AIPC's
reasonable expenses in furnishing such exhibits. Each such request must set
forth a good faith representation that, as of the Record Date, the person making
such request was a beneficial owner of Common Stock entitled to vote at the
Annual Meeting. Such written request should be directed to the Corporate
Secretary of AIPC, 4100 N. Mulberry Drive, Suite 200, Kansas City, Missouri
64116. The Annual Report on Form 10-K for the year ended October 3, 2003 with
exhibits, as well as other filings by AIPC with the SEC, are also available
through the SEC's Internet site on the World Wide Web at www.sec.gov.


                                       35



                                                                      APPENDIX A



                         AMERICAN ITALIAN PASTA COMPANY

                             AUDIT COMMITTEE CHARTER


This charter governs the operations of the audit committee in monitoring the
financial reporting processes on behalf of the Board of Directors. While the
audit committee has the responsibilities and powers set forth in this charter,
it is not the duty of the audit committee to plan or conduct audits or to
determine that the Company's financial statements are complete and accurate and
are in accordance with generally accepted accounting principles. This is the
responsibility of management and the independent auditors. Nor is it the duty of
the audit committee to conduct investigations, to resolve disagreements, if any,
between management and the independent auditors or to assure compliance with
laws and regulations and the Company's Code of Ethics.

1.   The committee will have three members, each of whom will meet the
     independence standards of the NYSE and the Sarbanes-Oxley Act of 2002.
     Committee members will be financially literate and their backgrounds will
     include at least one of the following key qualities:

        industry knowledge
        financial reporting or auditing background
        experience in business risk management
        experience as an audit committee member with a publicly held
              company

     At least one member of the committee will be an "audit committee financial
     expert", as designated by the Board of Directors.

     A committee member may not serve on more than three public company audit
     committees.

2.   It will be the committee's responsibility to:

      Assess auditors' performance and performance of the lead auditor;
       select the auditors and request Board ratification of the appointment;
       approve the auditor's fees; assess auditor independence; pre-approve
       any other engagements performed by the audit firm for the Company and
       assess the impact on the auditor's independence; and ascertain
       compliance with the limitations on performance of non-audit services.

       The committee shall meet as it deems necessary to carry out its
       responsibilities, but at minimum shall meet as follows. One meeting
       shall be held prior to commencement of external audit to discuss key
       business, financial and regulatory risk as well as the scope of the
       audit examination. Another meeting shall be held after completion of
       the audit examination, to review results of the audit. In addition,
       there shall be quarterly meetings to review and discuss the following
       with management and the auditors: 1) financial statements, including M
       D & A, 2) earnings releases, 3) financial information and guidance
       provided to analysts, and 4) results of the auditors' quarterly
       review, including GAAP alternatives preferred by the auditors (if
       any), and other issues that arose during the audit. At least twice
       annually, the committee will meet with the auditors without management
       to facilitate open auditor communication.


                                      A-1





       Periodically receive and evaluate reports from senior management on
      processes for identification and control of key business, financial
      and regulatory risks.

       Periodically, meet separately with management, with personnel
      responsible for the internal audit function, and with the
      independent auditors.

       Work with senior management to develop a corporate code of conduct
      and to monitor compliance.

       Monitor the procedures for insuring the integrity and quality of
      annual and interim reporting to stakeholders.

       Review and approve significant new or changed accounting and reporting
      practices and policies.

       Ensure that adequate procedures are in place to ensure the
      appropriate receipt, retention and treatment of complaints
      regarding accounting, internal accounting controls and auditing
      matters and the confidential, anonymous submission by employees of
      concerns regarding accounting, auditing, and business ethics
      matters.

       Establish policies to address the hiring by the Company of
      employees or former employees of the Company's independent
      auditors.

3.   The committee will have access to the auditors and members of management as
     needed to discharge its responsibilities. The Board and senior management
     will advise the auditors that the Board is the audit client. The Board and
     senior management will direct the auditors to communicate directly with the
     committee, through its chairman, any concerns related to the quality of
     financial reporting, regulatory compliance, or the integrity of management.
     The committee chairman will meet periodically with Company legal counsel to
     receive updates on matters related to regulatory changes and compliance.

4.   The committee will report to the full Board the results of discharge of its
     responsibilities. Periodically, the committee will assess whether to
     recommend to the full Board the need to issue a report on its activities to
     the shareholders.

5.   The committee will operate under this Charter with approval of the full
     Board after obtaining input from senior management, the auditors and legal
     counsel.

6.   The committee will work with management to establish an Internal Audit
     function and will receive annually from management an evaluation of the
     Company's Internal Audit function. Additionally the committee will receive
     annually from management and external auditors an assessment of the
     effectiveness of internal controls related to financial reporting.

7.   The committee will have the power to conduct or authorize investigations
     into any matters within the committee's scope of responsibilities. The
     committee is empowered to retain independent counsel, accountants, or
     others to assist in the conduct of any investigation.


                                      A-2






8.   The committee will annually perform a self-assessment of audit committee
     performance and review of this charter. The self-assessment will be
     reviewed with the full Board of Directors.


                                                Effective:  December 19, 2003




                                      A-3




                                                                 APPENDIX B

                         AMERICAN ITALIAN PASTA COMPANY

                         COMPENSATION COMMITTEE CHARTER


The Board of Directors of American Italian Pasta Company (the Company) has
constituted and established a Compensation Committee (the Committee) with
authority, responsibility, and specific duties as described in this Compensation
Committee Charter.

Composition
The Committee shall be elected by outside Directors and ratified by the Board of
Directors. The Committee shall consist of directors who are independent of
management and free from any relationship that, in the opinion of the Board of
Directors, as evidenced by its ratification of such Committee members, would
interfere with the exercise of independent judgment as a Committee member.

Mission Statement and Principal Functions
The Committee's basic responsibility is to assure that the senior executives of
the Company (Vice President and above) and its affiliates are compensated
effectively in a manner consistent with the stated compensation strategy of the
Company, internal equity considerations, competitive practice, and the
requirements of the appropriate regulatory bodies. The Committee shall also
communicate to shareholders the Company's compensation policies and the
reasoning behind such policies as required by the Securities and Exchange
Commission. More specifically, the Committee shall be responsible for the
following:

     >>  Review from time to time and approve the Company's stated compensation
         strategy to ensure that management is rewarded appropriately for its
         contributions to Company growth and profitability and that the
         executive compensation strategy supports organization objectives and
         shareholder interests.

     >>  Review annually and determine the individual elements of total
         compensation for the Chief Executive Officer and communicate in the
         annual Board Compensation Committee Report to shareholders the factors
         and criteria on which the Chief Executive Officer's compensation for
         the last year was based, including the relationship of the Company's
         performance to the Chief Executive Officer's compensation.

     >>  Review and approve the individual elements of total compensation for
         the remaining senior management of the Company annually, including the
         Chairman of the Board, and communicate in the annual Board Compensation
         Committee Report to shareholders the specific relationship of corporate
         performance to executive compensation.

     >>  Assure that the Company's Executive Incentive Compensation Programs,
         including the annual and long-term incentive plans, are administered in
         a manner consistent with the Company's compensation strategy as to
         participation, target annual incentive awards, corporate financial
         goals, and actual awards paid to senior management.

     >>  Approve, subject to shareholder approval, all new equity incentive
         plans for management and other employees.


                                      B-1




     >>  Approve individual option grants under the Company's equity incentive
         plan, except to the extent authority to approve grants is delegated to
         the Chief Executive Officer (as may be allowed by the Company's equity
         incentive plan for persons not subject to Section 16 of the Securities
         Exchange Act of 1934 or Section 162(m) of the Internal Revenue Code).

     >>  Recommend to the Board of Directors annual retainer and meeting fees
         for the Board of Directors and committees of the Board, including the
         terms and awards of stock compensation for members of the Board.

     >>  Review the Company's employee benefit programs and approve changes that
         are subject to shareholder or Board approval.

     >>  Review with the Chief Executive Officer and Chairman of the Board,
         matters relating to management succession, including, but not limited
         to, compensation.

     >>  If appropriate, hire experts in the field of executive compensation to
         assist the Committee with its reviews.

     >>  Communicate frequently with the full Board of Directors on significant
         matters pertaining to AIPC executive compensation.

     >>  As appropriate, appoint subcommittees of two or more of its members and
         delegate to any such subcommittee full authority to address any of the
         Committee's responsibilities.

     >>  Such other duties and responsibilities as may be assigned to the
         Committee, from time to time, by the Board of Directors of the Company
         and/or the Chairman of the Board of Directors.

Meetings
The Committee will meet as often as necessary to carry out its responsibilities.
Meetings may be called by the Chairman of the Committee and/or management of the
Company. Reports of meetings of the Committee shall be made to the Board of
Directors at its next regularly scheduled meeting following the Committee
meeting accompanied by any recommendations to the Board of Directors.


                                                Effective:  December 19, 2003


                                      B-2



                                                                  APPENDIX C

                         AMERICAN ITALIAN PASTA COMPANY

                             NOMINATING & GOVERNANCE
                                COMMITTEE CHARTER

Purpose

         The Nominating & Governance Committee is appointed by the Board (1) to
assist the Board by identifying individuals qualified to become Board members,
and to recommend to the Board the director nominees for the next annual meeting
of shareholders; (2) to recommend to the Board the Corporate Governance
Principles applicable to the Company and to monitor ongoing compliance with
them; and (3) to lead the Board in its annual review of the Board's performance.

Committee Membership and Structure

         The Nominating & Governance Committee shall consist only of directors
who meet the independence requirements of the New York Stock Exchange.

         The members of the Nominating & Governance Committee shall be appointed
and replaced by the Board. The Nominating & Governance Committee chairperson
shall be designated by the Board, or if the Board chooses not to do so, by a
majority vote of the Nominating & Governance Committee.

         The Committee may appoint subcommittees of two or more of its members
and may delegate to any such committee full authority to address any of the
Committee's responsibilities.

Meetings

         The Nominating & Governance Committee shall meet as frequently as
circumstances dictate. At least one meeting will be in person and the others may
be held by teleconference as the chairman deems advisable. A majority of the
members of the Nominating & Governance Committee shall constitute a quorum for
the transaction of business.

         The Nominating & Governance Committee will report to the Board of
Directors of the Company regarding its recommendations, maintain written minutes
of its meetings, provide copies of the minutes to the Board of Directors, and
file its minutes with the Corporate Secretary.

Committee Authority and Responsibilities

1.   The Nominating & Governance Committee may retain and terminate any search
     firm to be used to identify director candidates and shall approve the
     search firm's fees and other retention terms. The Nominating & Governance
     Committee may also access Company resources in order to obtain advice and
     assistance from internal or external legal or other advisors, as necessary
     for the Committee to carry out its responsibilities under this Charter.
     Whenever the Committee determines that it requires outside services, it
     will provide a budget


                                      C-1



     therefor to the Chief Financial Officer which will include the estimated
     costs of such services and anticipated timing of the payment of such costs.
     As with all areas of the Company's operations, when using outside resources
     the Committee will be mindful of the Company's commitment to be the "low
     cost pasta producer."

2.   The Nominating & Governance Committee shall seek individuals qualified to
     become board members for recommendation to the Board whenever a vacancy
     arises, or at such other times as the Committee deems appropriate or as
     requested the Board. The Nominating & Governance Committee believes that
     having directors with relevant experience in business and industry,
     government, education and other areas is beneficial to the Board as a
     whole. The Nominating & Governance Committee shall monitor the mix of
     skills and experience of its directors and committee members in order to
     ensure that the Board has the necessary tools to perform its functions
     effectively and shall recommend each year nominees for election to the
     Board.

3.   The Nominating & Governance Committee shall oversee the formulation of, and
     shall recommend for adoption to the Board, a comprehensive set of Corporate
     Governance Principles. The Nominating & Governance Committee shall, when
     appropriate, review the Corporate Governance Principles of the Company and
     recommend any proposed changes to the Board for approval. The Nominating &
     Governance Committee shall have the responsibility to monitor compliance
     with the Corporate Governance Principles and to report thereon to the
     Board.

4.   The Nominating & Governance Committee shall review this Charter annually
     and recommend any proposed changes to the Board for approval. The
     Nominating & Governance Committee shall annually review its own performance
     and report thereon to the Board.

5.   The Nominating & Governance Committee shall lead an annual evaluation
     process of the Board and its members.

6.   The Nominating & Governance Committee shall review and make appropriate
     recommendations to the Board regarding issues involving conflicts of
     interests between a director and the Company and determinations of the
     independence of any member of the Board.

7.   The Nominating & Governance Committee shall encourage and support (i)
     appropriate opportunities for new Board members to receive appropriate
     orientation to the Company and their role as a member of the Board and (ii)
     the continued education for all directors on matters related to Board
     membership.

                                                Effective:  December 19, 2003


                                      C-2



                                                                        PROXY

                         AMERICAN ITALIAN PASTA COMPANY
                         ANNUAL MEETING OF STOCKHOLDERS


                          Kansas City Marriott Downtown
                               200 W. 12th Street
                              Kansas City, MO 64105


                           Thursday, February 19, 2004
                   Meeting commences at 10:30 a.m. local time
                      Lunch served at 12:00 noon local time




  IT IS IMPORTANT THAT YOUR SHARES BE PRESENTED AT THIS MEETING, WHETHER OR NOT
   YOU ATTEND THE MEETING IN PERSON. TO MAKE SURE YOUR SHARES ARE REPRESENTED,
         WE URGE YOU TO COMPLETE, DETACH AND MAIL THE PROXY FORM BELOW.



                             (FOLD AND DETACH HERE)

                         AMERICAN ITALIAN PASTA COMPANY

THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS. Horst W. Schroeder, Timothy
S. Webster and Warren B. Schmidgall, or a majority of them, are hereby
authorized, with full power of substitution, to vote the shares of stock of
American Italian Pasta Company entitled to vote for the stockholder(s) signing
this proxy at the Annual Meeting of Stockholders to be held on February 19,
2004, or any adjournment thereof as specified below and in their discretion on
all other matters that are properly brought before the Annual Meeting. IF NO
CHOICE IS SPECIFIED, SUCH PROXIES WILL VOTE "FOR" THE NOMINEES NAMED HEREON AND
"FOR" ALL OTHER PROPOSALS.


1. Election of Three directors: Nominees: Tim M. Pollak, William R. Patterson,
   Terence C. O'Brien.

                  | |    FOR all nominees
                  | |    FOR all nominees except those indicated:
                         _________________________________________

                  | |    WITHHOLD AUTHORITY to vote for all nominees

2.   An amendment to the 2000 Equity Plan to increase the shares available under
     the Plan from 1,000,000 to 1,800,000.

                  | | FOR | | AGAINST | | ABSTAIN

3.   Ratification of the Board of Directors' selection of Ernst & Young LLP to
     serve as AIPC's independent auditors for fiscal year 2004.

                  | | FOR | | AGAINST | | ABSTAIN

The nominees named above and each of the other matters specified above are
proposed by the Board of Directors. None of the matters is related to or
conditioned on the approval of other matters.






                         AMERICAN ITALIAN PASTA COMPANY
                         ANNUAL MEETING OF STOCKHOLDERS


                          Kansas City Marriott Downtown
                               200 W. 12th Street
                              Kansas City, MO 64105


                           Thursday, February 19, 2004
                   Meeting commences at 10:30 a.m. local time
                      Lunch served at 12:00 noon local time










  IT IS IMPORTANT THAT YOUR SHARES BE PRESENTED AT THIS MEETING, WHETHER OR NOT
                        YOU ATTEND THE MEETING IN PERSON.
                    TO MAKE SURE YOUR SHARES ARE REPRESENTED,
         WE URGE YOU TO COMPLETE, DETACH AND MAIL THE PROXY FORM BELOW.




                             (FOLD AND DETACH HERE)

                         AMERICAN ITALIAN PASTA COMPANY

         This proxy confers discretionary authority as described in and may be
revoked in the manner described in the proxy statement mailed on or about
January 21, 2004, receipt of which is hereby acknowledged.

                                  DATED:
                                        ----------------------------------------

                                  ----------------------------------------------
                                  Signature

                                  ----------------------------------------------
                                  Signature


                                  Please date and sign exactly as name(s) appear.
                                  All joint owners should sign.  Executors,
                                  administrators, trustees, guardians,
                                  attorneys-in-fact, and officers
                                  of corporate stockholders signing in a
                                  representative capacity should so indicate.











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