Notice and Proxy Statement

DEFR14A 1 proxy_010605.htm AMENDED DEFINITIVE PROXY Notice and Proxy Statement



                         AMERICAN ITALIAN PASTA COMPANY


                           NOTICE AND PROXY STATEMENT


                                       FOR


                       THE ANNUAL MEETING OF STOCKHOLDERS


                                   TO BE HELD


                                FEBRUARY 17, 2005


                             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 2004 Annual Report, commenced on or about January 7, 2005.





                         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, will be held at the Kansas City Marriott Downtown, 200 W. 12th Street,
Kansas City, Missouri 64105 at 9:00 a.m. on February 17, 2005, to consider and
vote upon the following:

         1.       Election of three directors;

         2.       An amendment to the Employee Stock Purchase Plan to increase
                  the shares available under the Plan from 50,000 to 100,000;

         3.       Ratification of the Board of Directors' selection of Ernst &
                  Young LLP to serve as independent registered public accounting
                  firm for fiscal year 2005; and

         4.       Such other matters as may properly be brought before the
                  annual meeting of the stockholders or any adjournment thereof.

Only stockholders of record at the close of business on December 22, 2004, are
entitled to notice of and to vote at this meeting or any adjournment thereof.







The date of this Notice is January 7, 2005.

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.



                         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..............................................................................................6


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 Registered Public Accounting Firm....................................................................15


Audit Committee Report...........................................................................................16


Management Compensation..........................................................................................18


Certain Relationships and Related Transactions...................................................................27


Voting and Proxies...............................................................................................27


Principal Stockholders...........................................................................................30


Stockholder Proposals............................................................................................31


Section 16(A) Beneficial Ownership Reporting Compliance..........................................................33


Other Matters....................................................................................................33


Appendices......................................................................................................A-1


                                       i


                               GENERAL INFORMATION

         This Proxy Statement is being mailed on or about January 7, 2005 to the
holders of record at the close of business on December 22, 2004 (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
the Company's Board of Directors ("the Board") 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 17, 2005, at 9:00 a.m. and any
adjournment thereof (the "Annual Meeting"). The Notice of Annual Meeting of
Stockholders, the Company's 2004 Annual Report to Stockholders (the "Annual
Report"), and the proxy card accompany this Proxy Statement.

         Attendance at the Annual Meeting is limited to stockholders of record
or their proxies, beneficial owners of the Common 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 Susan Schmitt, at 4100 N.
Mulberry Drive, Suite 200, Kansas City, Missouri 64116, at 816-584-5228. To
provide AIPC sufficient time to arrange for reasonable assistance please submit
all requests by January 31, 2005.

         The Company uses a 52 or 53-week fiscal year. The 2004 fiscal year
ended on October 1, 2004 ("2004 fiscal year").

                                       1




                                  PROPOSAL 1 -
                           ELECTION OF THREE DIRECTORS

         The Board is divided into three classes, with the members of each class
serving staggered three-year terms of office ("Directors"). This 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 2008 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
("Nominees"). All of the Nominees are presently Directors, 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 2008:

         JONATHAN E. BAUM, age 44, has served as a Director of the Company since
1994. Mr. Baum 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 that are affiliated with George K. Baum
Company.

         ROBERT H. NIEHAUS, age 49, has served as a Director of the Company
since 1992. In 2000, Mr. Niehaus 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. Mr. Niehaus is also a director of Med Assets,
Inc., a healthcare related group purchasing company, Global Signal, formerly
known as 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 53, has served as a Director of the Company
since 1986. Mr. Thompson has been Chief Executive Officer of The Meow Mix
Company, a cat food company, since January 2002. Mr. Thompson has been a partner
of Iron Street Partners, LLC, a merchant banking firm, since 1998. From 1993 to
1998, Mr. Thompson had been Chairman of Thompson's Nutritional Technology, Inc.,
a pet food producer.

                                       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
the Company and to act on matters requiring Board approval. The Board met nine
times in fiscal year 2004, with three of the meetings held via telephone
conference. Messrs. Patterson, Demetree, Pollak, O'Brien, Heeter, and Baum
attended all nine meetings of the Board in fiscal year 2004. Mr. Niehaus
attended six of the nine meetings and Mr. Thompson attended seven of the nine
meetings.

Directors Serving Until the Annual Meeting of Stockholders in 2006:

         HORST W. SCHROEDER, age 63, has served as Chairman of the Board of the
Company since June 1991, and as a Director 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.

         MARK C. DEMETREE, age 48, has served as a Director since 1998. Since
1997, Mr. Demetree 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.
Since 1999, Mr. Demetree 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. Mr. Demetree is also Chairman and Director of Pinnacle
Properties Management, Inc., the managing member of a New England real estate
investment and development fund. Mr. Demetree is also a Director of Texas
Petrochemicals, Inc., a processor and supplier of chemical products.

         TIMOTHY S. WEBSTER, age 43, 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 56, has served as a Director since May of 2000.
Mr. Heeter, an attorney, has been the Managing Partner of the Kansas City,
Missouri office of the law firm of


                                       3


Sonnenschein Nath & Rosenthal, a limited liability partnership, for over five
years. Mr. Heeter serves on the Firmwide Executive Committee.

Directors Serving Until the Annual Meeting of Stockholders in 2007:

         TIM M. POLLAK, age 58, has served as a Director 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 and he was also a director.
Mr. Pollak was also previously a director of the Meow Mix Company, a cat food
company.

         WILLIAM R. PATTERSON, age 63, has served as a Director since 1997. Mr.
Patterson 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. Mr. Patterson is also a director
of Paul Mueller Company, a manufacturer of dairy farm equipment, and of Collins
Industries, Inc., a manufacturer of buses and ambulances.

         TERENCE C. O'BRIEN, age 41, has served as a Director since April 2003.
Mr. O'Brien 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, Mr.
O'Brien 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.

Committees of the Board Of Directors

         Under AIPC's Bylaws, the Board may establish, change and terminate one
or more committees made up of members of the Board to perform certain functions.
The Board 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. During fiscal year 2004, there were six meetings of the Audit
Committee, of which two were held via telephone conference; five meetings of the
Compensation Committee, of which three were held via telephone conference; and
one meeting of the Nominating/Governance Committee. All of the Directors
attended the meetings of the committees on which they served during fiscal 2004,
except Mr. Niehaus, who was absent from one Compensation Committee meeting.


                                       4



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 registered public accounting firm ("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. Mr. Patterson is the Chairman of
the Audit Committee and the Board has determined that Mr. Patterson is an "audit
committee financial expert" as defined in Item 401(h) of Regulation S-K. The
Committee's report is set forth under "Audit Committee Report".

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
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. Mr. Demetree
is Chairman of the Compensation Committee. 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".

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. Mr. Heeter is the Chairman of the Nominating/Governance Committee.

         When a vacancy exists on the Board, 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

                                       5


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. See "Management Compensation -
Summary Compensation Table" for the compensation paid to Messrs. Schroeder and
Webster as employees of the Company. All other Directors ("Outside Directors")
are paid an annual retainer of $20,000, which is payable in Common Stock, and
$14,000 in cash, each paid immediately following AIPC's annual meeting of
stockholders. In addition, the Outside Directors are paid $1,750 in cash for
each meeting of the Board attended, and paid $350 in cash for each telephonic
Board meeting participation. Additionally, Outside Directors who are members of
a committee of the Board are paid $1,000 in cash for each committee meeting
attended, including those conducted by telephone. An Outside Director who is
chairman of the Compensation and/or Nominating/Governance Committee is paid an
annual cash retainer of $3,500. The Audit Committee Chairman is paid an annual
cash retainer of $5,000. The Lead Independent Director is paid an annual
retainer of $3,500. All Directors are reimbursed for out-of-pocket expenses
incurred in connection with attendance at meetings of the Board 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. That
policy generally requires that at all times each Director own at least the
number of shares equal to the annual stock retainer payment discussed above.
During fiscal 2004, all Directors were in compliance with this policy.


                              CORPORATE GOVERNANCE

         The Board believes that it has always maintained 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.

         The Board has affirmatively determined that, other than Mr. Schroeder,
the Company's Chairman, and Mr. Webster, the Company's Chief Executive Officer,
no current director has a material relationship with the Company and each is an
"Independent Director", 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, as called for by its
charter. The Board assessment concluded that the Board processes and procedures
were efficient and effective. The Corporate Governance Guidelines, each
Committee Charter,

                                       6


and Code of Business Conduct and Ethics is available for review on the Company's
corporate website at www.aipc.com and will be made available in print to any
shareholder who requests it.

         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 an individual Director is
forwarded directly to that person. Written communication addressed to the Board
in general is reviewed by the Chairman or Chief Executive Officer for
appropriate handling.

         The Board has created the role of "Lead Independent 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, and to preside over each executive session of the Outside Directors.
Mr. Niehaus currently serves in that role.

         The Company encourages its Board members to attend the Annual Meeting
and often schedules a Board meeting to follow the stockholder meeting to
facilitate this.


                 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; (ii) certain named executive officers; and (iii) all
Directors and executive officers as a group.

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

       Horst W. Schroeder (2)(3)                    718,568             3.85%
       Jonathan E. Baum (4)                           9,701                 *
       James A. Heeter (6)                            7,809                 *
       Tim M. Pollak                                  2,187                 *
       Robert H. Niehaus                             12,468                 *
       Mark C. Demetree                               3,006                 *
       William R. Patterson                           7,550                 *
       Richard C. Thompson                            3,910                 *
       Terence C. O'Brien                               498                 *
       Timothy S. Webster (2)(5)                    820,595             4.34%
       Warren B. Schmidgall (2)                     166,453                 *
       Walter N. George (2)                          87,217                 *
       Daniel W. Trott (2)                           35,000                 *
       All Directors and executive officers       1,941,377             9.83%
          as a group (16 persons) (2)
-------------------------

         * 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, 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


                                       7


     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.


(2)  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 (559,875 shares), Mr.
     Webster (779,620 shares), Mr. Schmidgall (157,994 shares), Mr. George
     (70,416 shares), Mr. Trott (20,000 shares), and all executive officers and
     directors as a group (1,620,100 shares).


(3)  The shares beneficially owned by Mr. Schroeder include 124,239 shares held
     by The Living Trust of Horst W. Schroeder, 21,406 shares held by The Living
     Trust of Gisela I. Schroeder for the benefit of Mr. and Ms. Schroeder, and
     members of their family, and 13,066 shares held by his children. 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.


(4)  Includes 1,920 shares held by George K. Baum Holdings, Inc. and 1,172
     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 19,125 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)  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 Company's five
fiscal years ending October 1, 2004 of an assumed investment of $100 in: (i)
AIPC's Common Stock; (ii) the stocks that comprise the Russell 2000 Index (1);
(iii) a group of former peer companies, see note (2), and (iv) a group of peer
companies, see note (3). The table following the graph shows the value of those
investments as of October 1, 1999 through October 1, 2004. 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, 2004 was $23.25 per share.

                         AMERICAN ITALIAN PASTA COMPANY
                           RELATIVE MARKET PERFORMANCE
                            TOTAL RETURN FISCAL 2004


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

                           Oct. 1,  Sept. 29, Sept. 28, Sept. 27, Oct. 3,   Oct 1,
                            1999      2000      2001      2002      2003     2004
                            ----      ----      ----      ----      ----     ----
AIPC Total Return        $ 100.00  $  67.03 $  151.09 $  124.68 $  135.16 $   92.34
Russell 2000 Index (1)   $ 100.00  $ 123.39 $   97.22 $   88.18 $  120.36 $  142.96
Former Peer Group (2)    $ 100.00  $  92.22 $  144.79 $  144.56 $  184.73 $  230.22
Peer Group (3)           $ 100.00  $  87.55 $  132.51 $  125.10 $  149.23 $  185.24

(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 former peer group index is comprised of the following companies:
     Flowers Industries Inc. and McCormick & Co Inc.


(3)  The peer group index is comprised of the following companies: Flowers Foods
     Incorporated; Hormel Foods Corp.; J & J Snack Food Corp.; McCormick & Co.
     Inc.; Ralcorp Holdings Inc.; and Smithfield Foods Inc.

                                       10



                                  PROPOSAL 2 -
                            APPROVAL OF AMENDMENT TO
           AMERICAN ITALIAN PASTA COMPANY EMPLOYEE STOCK PURCHASE PLAN

         The Company is asking stockholders to approve an amendment (the
"Amendment") to the Employee Stock Purchase Plan (the "ESPP") to add 50,000
shares to the plan. As of December 31, 2004 there were only 2,914 shares
remaining available for purchase by employees under the ESPP. The ESPP provides
the Company's employees the opportunity to acquire a direct ownership interest
in the Company. The ESPP is designed to attract and retain employees with a high
degree of training, experience, expertise and ability, to provide an opportunity
for those employees to acquire a proprietary interest in the success of the
Company, and to more closely align their interests with those of the Company's
stockholders.

         The Amendment amends Section 4.1 of the ESPP to increase the number of
shares of Common Stock available under the ESPP from 50,000 shares to 100,000
shares. The Board approved the Amendment in October 2004 and is submitting it to
stockholders for their approval. The Board also amended the ESPP as follows
(which do not require shareholder approval):

     o    Amended Section 9.4 of the ESPP (i) to change the purchase price of
          shares under the ESPP from the lesser of 90% of fair market value on
          the first day of the purchase period or the last day of the purchase
          period to 90% of fair market value on the last day of the purchase
          period and (ii) to give the Compensation Committee of the Board of
          Directors the authority to provide for a smaller discount for any
          purchase period.

     o    Amended Section 9.5 of the ESPP to provide that a participant cannot
          sell or otherwise dispose of his or her shares for six months
          following the purchase date, except in the event of the participant's
          death.

         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 Employee Stock Purchase Plan

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

Administration of the Employee Stock Purchase Plan

         The ESPP was adopted by the Board on June 22, 1998, and approved by the
Company's stockholders at the 1998 Annual Meeting. The ESPP is administered by
the Compensation Committee of the Board. All costs and expenses of administering
the ESPP are paid by the Company. No brokerage commissions are charged on a
participant's purchase of Company common stock.

                                       11


Eligibility to Participate in the Employee Stock Purchase Plan

         Employees who have completed three months of employment, whose
customary employment is more than 20 hours per week and more than five months
per calendar year, and who are not five percent or greater stockholders of the
Company's voting stock are eligible to participate in the ESPP.

Participation in the Employee Stock Purchase Plan

         Participation in the ESPP is voluntary. Eligible employees of the
Company may elect to have the Company deduct up to $6,250 per calendar quarter
from their compensation. Currently, the ESPP provides that the funds accumulated
during a calendar quarter are automatically used on the last day of the quarter
to purchase whole shares of Company common stock at a purchase price equal to
the lesser of (i) 90% of fair market value on the first day of the purchase
period or (ii) 90% of fair market value on the last day of the purchase period,
but not more than 200 shares. As amended, the purchase price would be equal to
90% of the fair market value on the last day of the purchase period. Further,
under the Amendment, the Compensation Committee would have the authority to
provide for a higher purchase price (but not above the fair market value of a
share of Company Common Stock on the purchase date) for any purchase period. A
participant's right to purchase stock is limited to $25,000 of the fair market
value of Company common stock, determined at the time the option is granted, for
any calendar year in which an option is outstanding at any time during the year.
As of December 31, 2004, approximately 534 employees, including 8 executive
officers, were eligible to participate in the ESPP.

         During a calendar quarter, a participant may reduce or cease, but not
increase, payroll deductions for the remainder of the calendar quarter, in which
case any funds accumulated up to that point will be used to purchase shares at
the end of the calendar quarter for the participant's benefit. A participant may
withdraw from the ESPP in full during a calendar quarter and have the
participant's contributions returned, if notice of withdrawal is given within
the time period set by the Committee.

         Upon termination of employment as a result of death, disability or
retirement during a calendar quarter, no further contributions will be made to a
participant's account and the accumulated payroll deductions in the
participant's account will be refunded without interest as soon as
administratively feasible to the participant or beneficiary.

Amendments to the Employee Stock Purchase Plan

         The Board may at any time amend the ESPP in any respect, including
terminating the ESPP, without notice to participants. If the ESPP is terminated,
the Board may allow the options outstanding at the time of termination to be
exercised in accordance with their terms or the Board may make such outstanding
options null and void and refund participants' contributions. Without the
approval of the Company's stockholders, however, the ESPP may not be amended to
increase the number of shares reserved under the ESPP (except pursuant to
certain changes in the capital structure of the Company).

                                       12


Offering of Common Stock Under the Employee Stock Purchase Plan

         Currently, there are 50,000 shares of the Company's Common Stock
reserved under the ESPP. Because 47,086 shares have been sold to participants as
of December 31, 2004, there are only 2,914 shares remaining available. The
Amendment would increase the 50,000 shares to 100,000 shares. The number and
purchase price of shares will be adjusted by the Committee in an equitable
manner to reflect changes in the capitalization of the Company, including, but
not limited to, such changes as result from merger, consolidation,
reorganization, recapitalization, stock dividend, stock split, reverse stock
split, acquisition of property or shares, asset spin-off, stock rights offering,
combination of shares, and change in corporate or capital structure. If a
dissolution or liquidation of the Company occurs during a calendar quarter, any
rights to acquire Company Common Stock under the ESPP will be terminated, but
eligible employees will have the right to acquire Company Common Stock before
the dissolution or liquidation.

Rights as a Stockholder

         At the time shares are purchased under the ESPP, a participant shall
have all the rights and privileges of a stockholder of the Company with respect
to shares purchased under the ESPP, whether or not certificates representing
such shares have been issued. Company Common Stock purchased under the ESPP must
be held for a period of six months after the date of purchase, except in the
event that the participant dies during such six-month period. After six months,
shares purchased under the ESPP are freely transferable, although the holder
will have different (usually adverse) tax consequences if shares are disposed of
within two years from the first trading day of the calendar quarter for which
the purchase election for that calendar quarter is in effect or one year from
the date the shares were purchased.

Plan Benefits

         The Company cannot determine how many eligible employees will
participate in the ESPP in the future. Therefore, it is not possible to
determine with certainty the dollar value or number of shares of Company Common
Stock that will be distributed under the ESPP as a result of this amendment.

         Set forth below are the number of shares of Company Common Stock that
were purchased under the ESPP during the fiscal year 2004, by the persons and
groups identified below.

                                Name                                  Number of Shares   Weighted Average
                            and Position                                  Purchased     Purchase Price ($)
                            ------------                                  ---------     ------------------
Timothy S. Webster, President and CEO                                        163
                                                                                                $30.85
Horst W. Schroeder, Chairman of the Board                                     --
                                                                                                    --
Warren B. Schmidgall, EVP                                                    158
                                                                                                $31.73
Walter N. George, EVP - Supply Chain and Logistics                            72
                                                                                                $27.70
Daniel W. Trott, EVP - Sales and Marketing                                    --
                                                                                                    --
All current executive officers as a group                                    586
                                                                                                $31.07
All current Directors who are not executive officers as a group (1)           --                    --
All employees who are not executive officers as a group                    9,325
                                                                                                $29.87

     (1)  Outside Directors cannot participate in the ESPP.
                                       13

Federal Income Tax Consequences

         The ESPP is intended to qualify for favorable tax treatment under
Section 423 of the Internal Revenue Code. Participants generally do not
immediately recognize income for federal income tax purposes when shares of
Company Common Stock are purchased. If the participant disposes of the shares
before the end of the holding period (two years after the date the option was
granted and one year after purchase), he or she generally will recognize
ordinary income in an amount equal to the difference between his or her purchase
price and the fair market value of the Company Common Stock on the date of
purchase. Any further gain will be taxed as capital gain. If the participant
disposes of the shares after the holding period expires, he or she generally
will recognize ordinary income equal to the lesser of (i) the excess of the fair
market value of the shares of Company Common Stock on the date the option was
granted over the price paid by the participant on the date of purchase or (ii)
the excess of the fair market value of such shares on the date of purchase. Any
additional gain will be taxed as capital gain. The Company generally will not be
entitled to a tax deduction for compensation expense from the original sales to
participants, but may be entitled to a deduction if a participant disposes of
common stock received under the ESPP prior to expiration of the holding period
described above.


                       YOUR BOARD RECOMMENDS THAT YOU VOTE
                                      "FOR"
                        APPROVAL OF THE AMENDMENT TO THE
                          EMPLOYEE STOCK PURCHASE PLAN
                                      
                       ---------------------------------




                                       14



                                  PROPOSAL 3 -
                           RATIFICATION OF THE BOARD'S
           SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

         The Audit Committee has recommended, and the Board has selected, the
firm of Ernst & Young LLP as AIPC's independent auditors to examine the
consolidated financial statements of AIPC for fiscal year 2005. Ernst & Young
served as the Company's Independent Auditors for fiscal year 2004.

         AIPC is seeking stockholder ratification of the Board's selection of
the Company's Independent Auditors even though AIPC is not legally required to
do so. If AIPC's stockholders ratify the Board's selection, the Board
nonetheless may, in their discretion, retain another independent auditing firm
at any time during the year if the Board 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.

Fees and Services of Ernst & Young LLP

         The following table summarizes fees billed to the Company by Ernst &
Young LLP during fiscal years 2004 and 2003:

         Service                                           2004                  2003
         -------                                   --------------------- ---------------------

         Audit fees                                     $298,000              $247,000
         Audit-related fees                               28,000                81,000
                                                   --------------------- ---------------------
         Total audit and audit-related fees              326,000               328,000
                                                   --------------------- ---------------------
         Tax fees:
              Tax compliance/preparation                 460,000               564,000
              Other tax fees                             147,000                78,000
                                                   --------------------- ---------------------
         Total tax fees                                  607,000               642,000
                                                   --------------------- ---------------------
         All other fees                                      ---                   ---
                                                   --------------------- ---------------------
         Total fees                                     $933,000              $970,000
                                                   ===================== =====================


         Audit-related fees principally relate to benefit plan audits and
assistance with Sarbanes-Oxley compliance. Other tax fees principally relate to
foreign trade zone qualification and other tax consultations.

         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.

                                       15


         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'S
                         SELECTION OF ERNST & YOUNG LLP
                        ---------------------------------




                             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 2004, the Audit Committee met six times, including
telephone conferences. 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 four of the meetings, the Committee had private
sessions with the Independent Auditors to discuss financial management,
accounting, and internal control matters.

         The Audit Committee engaged Ernst & Young LLP as Independent Auditors
for the 2004 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 with the Company's Independent Auditors,
who are responsible for expressing an opinion on the conformity of those audited
financial statements with generally accepted accounting principles, their
judgments as to the quality, not just the acceptability, of the Company's
accounting principles and such other matters as are required to be discussed
with the Committee by Statement on Auditing Standards No. 61, as amended by
Statement on Auditing Standards No. 90 (Communication With Audit Committees)
("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.


                                       16

         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 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 1, 2004, that has been filed with
the Securities and Exchange Commission.

THE AUDIT COMMITTEE.

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

                                       17


                             MANAGEMENT COMPENSATION

Compensation Committee Report on Executive Compensation


         The Board's 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. Generally, 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.

         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 period
in which the performance is to be measured. The annual incentives may be paid in
cash, equity, or both.


                                       18


         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. For executives with base salary at the
median of the range, the Committee sets 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 targets for the measurement
period. As a result, the financial performance portion may range from 0% to
133%. 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. No bonuses were paid to any of the executives for fiscal
year 2004.

         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.

         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

                                       19


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.

         In fiscal year 2004, the executives (other than Mr. Webster and Mr.
Schroeder) received options vesting over three or five years.

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
2004, the Committee set Mr. Webster's base salary at approximately the midpoint
of the range of comparable salaries indicated on the surveys utilized. Mr.
Webster's 2004 annual incentive performance objectives were based on the
earnings of the Company and meeting all of his personal annual performance
objectives. Based on the Company's overall performance not meeting these
objectives, Mr. Webster received no bonus for fiscal year 2004.

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.


                                       20


THE COMPENSATION COMMITTEE.

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


Compensation Committee Interlocks and Insider Participation

         All compensation decisions during the fiscal year ended October 1, 2004
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.

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 2004 (based upon the total salary and bonus paid with
respect to fiscal 2004).

                                          FISCAL PERIOD                   LONG-TERM
                                          COMPENSATION               COMPENSATION AWARDS
                                          ------------               -------------------

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

Timothy S. Webster         2004      $583,922      $   --         $   --                 --         $16,978  (4)
   President and Chief     2003       583,004     75,000 (1)     50,000 (1)         100,000          22,364  (4)
Executive Officer          2002       470,953         -- (2)    289,800 (3)         125,000          16,835  (4)

Horst W. Schroeder         2004       264,000          --             --                 --           1,142  (6)
Chairman of the   Board    2003       166,000     50,000 (1)    145,225 (1)(5)       90,000           9,409  (6)
                           2002       250,000         -- (2)          --                 --           9,021  (6)

Warren B. Schmidgall       2004       245,605          --             --                 --          12,886  (8)
   EVP (15)                2003       248,639     35,000 (1)     13,500 (1)          11,484          18,326  (8)
                           2002       216,200         -- (2)     92,025 (7)          40,000          13,688  (8)

Walter N. George           2004       230,430          --       433,500 (11)         30,000          12,980 (10)
   EVP - Supply Chain      2003       216,125     50,000 (1)     21,500 (1)          19,500          19,124 (10)
and Logistics              2002       190,863         -- (2)     46,013 (9)          35,000          49,053 (10)

Daniel W. Trott            2004       296,671          --        289,000 (14)        60,000          58,547 (13)
   EVP - Sales and         2003        32,902     25,000 (1)     209,000 (12)        60,000              35 (13)
Marketing                  2002            --           --            --                 --              --


     (1)  In addition to the cash bonus listed above, the following executives
          received a portion of their annual bonus in the form of restricted
          stock 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. The number of shares
          granted was 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 was 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 was
          based on the fair market value of the Common Stock on the date of
          grant.


     (2)  For fiscal year 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.


                                       21


     (3)  Mr. Webster was granted 6,000 shares of restricted stock on May 30,
          2002 in connection with his May 30, 2002 employment agreement. The
          award vests annually in three equal installments beginning May 30,
          2003. The value of the restricted stock at October 1, 2004 was
          $157,680. All dividends are paid on the restricted stock.


     (4)  Includes contributions on the officer's behalf to the American Italian
          Pasta Company Retirement Savings Plan in the amounts of $5,311,
          $6,369, and $3,804 in fiscal years 2004, 2003, and 2002, respectively,
          premiums paid by the Company on insurance policies in the amounts of
          $6,853, $11,621, and $9,021 in fiscal years 2004, 2003, and 2002,
          respectively, and premiums paid by the Company on a split dollar life
          insurance policy in the amounts of $4,814, $4,374, and $4,010, in
          fiscal years 2004, 2003, and 2002, respectively.


     (5)  Mr. Schroeder was granted 3,500 shares of restricted stock on January
          14, 2003 in connection with his January 14, 2003 employment agreement.
          The award vests annually in three equal installments beginning January
          14, 2004. The value of the restricted stock at October 1, 2004 was
          $91,980. All dividends are paid on the restricted stock.


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


     (7)  Mr. Schmidgall 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 his new employment agreement. The value of the restricted stock
          at October 1, 2004 was $65,700. All dividends are paid on the
          restricted stock.


     (8)  Includes contributions on the officer's behalf to the AIPC retirement
          savings plan in the amount of $6,231, $5,979, and $4,713 in fiscal
          years 2004, 2003, and 2002, respectively, and premiums paid by the
          Company on insurance policies in the amount of $6,655, $12,347, and
          $8,975 in fiscal years 2004, 2003, and 2002, respectively.


     (9)  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 1,
          2004 was $32,850. All dividends are paid on the restricted stock.


     (10) Includes contributions on the officer's behalf to the American Italian
          Pasta Company Retirement Savings Plan in the amounts of $6,577,
          $6,065, and $7,544 in fiscal years 2004, 2003, and 2002, respectively,
          and premiums paid by the Company on insurance policies in the amounts
          of $6,403, $13,059, and $8,953 in fiscal years 2004, 2003, and 2002,
          respectively, and relocation fees of $32,556 in fiscal year 2002.


     (11) Mr. George was granted 15,000 shares of restricted stock on August 4,
          2004, vesting in five equal annual installments on each of the first
          five anniversaries of the date of grant, in connection with his new
          employment agreement. The value of the restricted stock at October 1,
          2004 was $394,200. All dividends are paid on the restricted stock.


     (12) Mr. Trott was granted 5,000 shares of restricted stock on August 25,
          2003, vesting in five equal annual installments on each of the first
          five anniversaries of the date of grant, in connection with his
          employment agreement. The value of the restricted stock at October 1,
          2004 was $131,400. 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 amount of $1,318 in
          fiscal year 2004, and premiums paid by the Company on insurance
          policies in the amounts of $2,134 and $35, in fiscal years 2004 and
          2003, respectively, and relocation fees of $30,095 and a signing bonus
          of $25,000, in fiscal year 2004.


     (14) Mr. Trott was granted 10,000 shares of restricted stock on August 4,
          2004, vesting in five equal annual installments on each of the first
          five anniversaries of the date of grant, in connection with his
          employment agreement. The value of the restricted stock at October 1,
          2004 was $262,800. All dividends are paid on the restricted stock.

     (15) Mr. Schmidgall was Executive Vice President - Chief Financial Officer
          through August 2004. (16)

                                       22


Option Grants in Fiscal Year 2004


         The following table sets forth information with respect to the options
granted by AIPC during fiscal year 2004 to AIPC's Executive Officers named in
the Summary Compensation Table above.

                                            INDIVIDUAL GRANTS
                        ----------------------------------------------------------
                                        % OF TOTAL                                  POTENTIAL REALIZABLE VALUE
                                          OPTIONS                                   AT ASSUMED ANNUAL RATES OF
                            SHARES       GRANTED TO                                  STOCK PRICE APPRECIATION
                          UNDERLYING      EMPLOYEES   EXERCISE                         FOR OPTION TERM (2)
                           OPTIONS       IN FISCAL     PRICE PER     EXPIRATION         -------------------
NAME                       GRANTED          2004       SHARE (1)        DATE            5%             10%
----                       -------          ----       ---------        ----            --             ---

Timothy S. Webster              --             --         --               --              --              --

Horst W. Schroeder              --             --         --               --              --              --

Warren B. Schmidgall         1,484           0.4%       $37.05       01/19/14         $34,578         $87,627

Walter N. George            30,000           8.6%       $28.90       08/04/14        $545,252      $1,381,775

Daniel W. Trott             20,000           5.7%       $28.90       08/04/14        $363,501        $921,183
                            40,000          11.5%       $27.19       08/25/14        $683,986      $1,733,354

     (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 three to five 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.



Aggregated Option Exercises in Fiscal Year 2004 and Fiscal Year-End Option Values

         The following table sets forth information with respect to the
aggregate option exercises during fiscal 2004 by the Named Executive Officers
and the number and value of options held by such officers as of October 1, 2004.

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

Timothy S. Webster           --               --      764,620          37,500       $6,540,743               --

Horst W. Schroeder           --               --      547,357          37,500       $3,895,456               --

Warren B.
Schmidgall                   --               --      157,500          11,484         $561,400               --

Walter N. George             --               --       60,083          59,417               --               --

Daniel W. Trott              --               --       20,000         100,000               --               --

     (1)  Based on the price of the Company's Common Stock at the close of
          business on Friday, October 1, 2004 (which was $26.28) and the
          exercise price of the options.



                                       23

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. In February 2004,
an amendment to increase the shares available under the plan from 1,000,000 to
1,800,000 was approved. 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.

The following table summarizes information with respect to options
under AIPC's equity compensation plans as of October 1, 2004.

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

Equity compensation plans approved by security holders:

2000 Equity Incentive Plan 1,161,782 $35.90 753,178

1997 Equity Incentive Plan 1,293,375 $20.89 --

1993 Nonqualified Stock Option Plan 27,641 $31.81 8,951

1992 Stock Option Plan 327,764 $17.61 22,171

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 initial 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 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 initial 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 initial 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

                                       25

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. TROTT. On August 25, 2003, Mr. Trott and the Company entered into a
new employment agreement, which terminates on September 30, 2006. Under the
agreement, Mr. Trott is entitled to an initial annual salary of $285,000,
subject to annual adjustment by the Board. Mr. Trott 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. Trott was granted options to
purchase 60,000 shares of Common Stock, at an exercise price of $41.80 and
issued 5,000 shares of restricted stock. In addition on August 25, 2004, Mr.
Trott was granted options to purchase 40,000 shares of Common Stock, at an
exercise price of $27.19. If Mr. Trott'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. Trott 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. Trott has agreed
not to compete with the Company for twenty-four months after termination of
employment. All stock options awarded to Mr. Trott will vest upon a change of
control.

         MR. SHADID. On September 10, 2004, George D. Shadid and the Company
entered into an employment agreement, effective August 1, 2004, which terminates
on September 30, 2007. Under the agreement, Mr. Shadid is entitled to an initial
annual salary of $275,000, subject to annual adjustment by the Board. Mr. Shadid
is also eligible to receive annual bonuses at the discretion of the Board under
the Company's Bonus Plan. On August 3, 2004, Mr. Shadid was granted an option to
purchase 20,000 shares of Common Stock at an exercise price of $28.90 per share
and Mr. Shadid was issued 10,000 shares of restricted stock. If Mr. Shadid'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. Shadid 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. Shadid has agreed not to compete with the Company for
twenty-four months after termination of employment. Upon a change of control,
Mr. Shadid's shares of restricted stock and options to purchase stock will
immediately become fully vested and exercisable and all restrictions on any
stock grants will be immediately removed.

         Prior to August 1, 2004, Mr. Shadid was a non-officer employee of the
Company providing consulting services and was paid $105,983 in that capacity
during fiscal year 2004.



                                       26


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.


                 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 2004, 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 Employee Stock
Purchase Plan to increase the shares available under the Plan from 50,000 to
100,000; (3) ratification of the Board's selection of Ernst & Young LLP to serve
as the Company's Independent Auditors for fiscal year 2005; 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
and none of them is related to or contingent on the other.

         Only the holders of the 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 18,114,523 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.


                                       27


         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 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 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

                                       28

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 Employee Stock
Purchase Plan, FOR ratification of the Board's selection of Ernst & Young LLP to
serve as AIPC's Independent Auditors for fiscal year 2005 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.

Holders of Restricted Stock

         Holders of restricted shares of Common Stock issued pursuant to the
2000 Equity Plan have the right to vote.

                                       29

PRINCIPAL STOCKHOLDERS

The following table sets forth certain information regarding beneficial
ownership of the Common Stock as of the Record Date by each person owning
beneficially more than five percent of the outstanding shares of Common Stock,
based on information available to the Company. 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
Beneficially Owned
Name and Address of Beneficial Owner Number of Shares Percent (1)
------------------------------------ ---------------- -----------

PrimeCap Management Company (2)
225 So. Lake Avenue #400
Pasadena, CA 91101 1,550,910 8.6%

Waddell & Reed Investment Management Co. (3)
6300 Lamar Avenue
Shawnee Mission, KS 66201 1,496,286 8.3%

T. Rowe Price Associates, Inc. (4)
100 E. Pratt Street 1,119,300 6.2%
Baltimore, MD 21202

TimesSquare Capital Management, Inc. (5)
Four Times Square, 25th Floor 1,025,994 5.7%
New York, NY 10036

Neuberger Berman, Inc. (6)
605 Third Avenue 994,809 5.5%
New York, NY 10158-3698

Brown Capital Management, Inc. (7)
1201 N. Calvert Street 993,022 5.5%
Baltimore, MD 21202

Delaware Management Holdings (8)
2005 Market Street 989,947 5.5%
Philadelphia, PA 19103

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

(1) Beneficial ownership is determined in accordance with the rules of the
United States Securities and Exchange 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 October 31, 2004. According
to such Schedule 13G, PrimeCap Management Company has sole voting
power with respect to 1,253,050 shares and sole power to dispose of
1,550,910 shares.

(3) Based upon an amended Schedule 13G dated June 8, 2004.

(4) Based upon an amended Schedule 13G dated February 13, 2004, these
securities are owned by various individual and institutional
investors, including T. Rowe Price Associates, Inc., (which owns
1,119,300 shares, representing 6.2% of the shares outstanding), which
T. Rowe Price Associates, Inc. (Price Associates) serves as investment
advisor with power to

          direct investments and/or sole power to vote the securities. For
          purposes of the reporting requirements of the Securities Exchange Act
          of 1934, Price Associates is deemed to be a beneficial owner of such
          securities; however, Price Associates expressly disclaims that it is,
          in fact, the beneficial owner of such securities. According to such
          Schedule 13G, T. Rowe Price Associates, Inc. has sole voting power
          with respect to 261,900 shares and sole power to dispose of 1,119,300
          shares.


     (5)  Based upon an amended Schedule 13G dated February 12, 2004. According
          to such Schedule 13G, TimesSquare Capital Management, Inc. has sole
          voting power with respect to 842,360 shares and sole power to dispose
          of 1,025,994 shares.


     (6)  Based upon a Schedule 13G dated February 13, 2004. According to such
          Schedule 13G, Neuberger Berman, Inc. has sole voting power with
          respect to 19,159 shares, shared voting power with respect to 724,200
          shares and sole power to dispose of 994,809 shares.


     (7)  Based upon an amended Schedule 13G dated December 31, 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
          993,022 shares.


     (8)  Based upon an amended Schedule 13G dated February 4, 2004. According
          to such Schedule 13G, Delaware Management Holdings has sole voting
          power with respect to 985,727 shares, shared voting power with respect
          to 144,000 shares and sole power to dispose of 989,947 shares.


                              STOCKHOLDER PROPOSALS

         To be properly brought before the Annual Meeting, a stockholder
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, (ii) otherwise
properly brought before the meeting by or at the direction of the Board, or
(iii) otherwise properly brought before the meeting by a stockholder.

         If a holder of the Company's 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 11, 2005. 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 23,
2005 and no later than December 23, 2005 (assuming a meeting date of February
17, 2005) 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 the Board,
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


                                       31

nomination at the Election Meeting (as defined in the Company's Bylaws) 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 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


                                       32


(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 2004, except that Mr. Baum did not report one transaction in
February 2001 and one transaction in December 1998. Those transactions have been
reported on a Form 4 filed in January 2005.


                                  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. 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 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

                                       33


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.


Kansas City, Missouri
January 7, 2005


         AIPC will furnish without charge, a copy of its Annual Report on Form
10-K for the year ended October 1, 2004 (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 1, 2004 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.


                                       34

                                                                     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




                         AMERICAN ITALIAN PASTA COMPANY
                         ANNUAL MEETING OF STOCKHOLDERS

                          Kansas City Mariott Downtown
                               200 W. 12th Street
                             Kansas City, MO 64105
                          Thursday, February 17, 2005
                   Meeting commences at 9:00 a.m. local time














IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED 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 George D. Shadid, 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 17, 2005, 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: Jonathan E. Baum, Robert H. Niehaus,
        Richard C. Thompson.

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

                ______________________________________________________________

                | | WITHHOLD AUTHORITY to vote for all nominees

2.      An amendment to the Employee Stock Purchase Plan to increase the shares
        available under the Plan from 50,000 to 100,000.

        | |  ABSTAIN | | AGAINST | | FOR

3.      Ratification of the Board of Directors. selection of Ernst & Young LLP to
        serve as AIPC.s independent auditors for fiscal year 2005.

        | |  ABSTAIN | | AGAINST | | FOR

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 Mariott Downtown
                               200 W. 12th Street
                             Kansas City, MO 64105
                          Thursday, February 17, 2005
                   Meeting commences at 9:00 a.m. local time














IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED 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 7, 2005, 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.