UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 10-Q


[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE 
      ACT OF 1934

                    For the fiscal period ended April 1, 2005

                                       OR

[   ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
      ACT OF 1934

                 For the transition period from ______to________

                        Commission File Number: 001-13403

                         AMERICAN ITALIAN PASTA COMPANY
             ------------------------------------------------------
             (Exact name of Registrant as specified in its charter)


         Delaware                                       84-1032638
-------------------------------             ------------------------------------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)

         4100 N. Mulberry Drive, Suite 200, Kansas City, Missouri 64116
         ------------------------------------------------------------------
              (Address of principal executive office and Zip Code)

                                 (816) 584-5000
         ------------------------------------------------------------------
               Registrant's telephone number, including area code:


Indicate by check mark whether the Registrant has (1) filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  Registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days. Yes [X] No [ ]

Indicate  by check mark  whether  the  registrant  is an  accelerated  filer (as
defined in Rule 12b-2 of the Exchange Act). Yes [X] No [ ]

The number of shares  outstanding as of May 11, 2005 of the Registrant's Class A
Common Stock was 18,434,151 and there were no shares  outstanding of the Class B
Common Stock.


                                       1

                         AMERICAN ITALIAN PASTA COMPANY
                                    Form 10-Q
                       Fiscal Quarter Ended April 1, 2005


                                Table of Contents


Part I - Financial Information                                                                            Page

         Item 1.           Consolidated Financial Statements (unaudited)                                     3

                           Consolidated Balance Sheets at April 1, 2005 and October 1, 2004                  3

                           Consolidated Statements of Operations for the three and six months ended          4
                           April 1, 2005 and April 2, 2004

                           Consolidated Statement of Stockholders' Equity for the
                           six months ended April 1, 2005                                                    5

                           Consolidated Statements of Comprehensive Income for the
                           three and six months ended April 1, 2005 and April 2, 2004                        6

                           Consolidated Statements of Cash Flows for the six months ended
                           April 1, 2005 and April 2, 2004                                                   7

                           Notes to Consolidated Financial Statements                                     8-10

         Item 2.           Management's Discussion and Analysis of Financial Condition
                           and Results of Operations                                                     10-17

         Item 3.           Quantitative and Qualitative Disclosures About Market Risk                       17

         Item 4.           Controls and Procedures                                                          18

Part II - Other Information

         Item 1.           Legal Proceedings                                                                19

         Item 2.           Unregistered Sales of Equity Securities and Uses of Proceeds                     19

         Item 3.           Defaults Upon Senior Securities                                                  19

         Item 4.           Submission of Matters to a Vote of Security Holders                              19

         Item 5.           Other Information                                                                20

         Item 6.           Exhibits                                                                         20

Certifications and Signature Page                                                                        21-24

Exhibit Index                                                                                               25

                                       2

PART I.           FINANCIAL INFORMATION

ITEM 1.  CONSOLIDATED FINANCIAL STATEMENTS

                         AMERICAN ITALIAN PASTA COMPANY
                           Consolidated Balance Sheets
                      (in thousands, except share amounts)

                                                                                 April 1,        October 1,
                                                                                   2005             2004
                                                                               -------------    -------------
         ASSETS                                                                (Unaudited)
Current assets:
   Cash and temporary investments                                                 $  3,371          $ 4,350
   Trade and other receivables, net                                                 38,357           45,704
   Prepaid expenses and deposits                                                     9,548           10,554
   Inventory                                                                        63,805           60,704
   Deferred income taxes                                                               789              789
                                                                               -------------    -------------
Total current assets                                                               115,870          122,101
Property, plant and equipment:
    Land and improvements                                                           15,187           15,050
    Buildings                                                                      135,037          133,534
    Plant and mill equipment                                                       386,949          384,020
    Furniture, fixtures and equipment                                               31,333           29,990
                                                                               -------------    -------------
                                                                                   568,506          562,594
    Accumulated depreciation                                                       (157,739)      (145,836)
                                                                               -------------    -------------
                                                                                   410,767          416,758
    Construction in progress                                                        15,794           10,833
                                                                               -------------    -------------
Total property, plant and equipment                                                426,561          427,591
Brands and trademarks                                                              190,250          189,984
Other assets                                                                         8,291            8,734
                                                                               -------------    -------------
Total assets                                                                     $ 740,972        $ 748,410
                                                                               =============    =============

         LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
     Accounts payable                                                             $ 39,284         $ 36,264
     Accrued expenses                                                               17,690           17,134
     Income tax payable                                                                830               --
     Current maturities of long-term debt                                            2,000            2,040
                                                                               -------------    -------------
Total current liabilities                                                           59,804           55,438
Long-term debt, less current maturities                                            268,553          286,795
Deferred income taxes                                                               63,412           63,691
Commitments and contingencies
Stockholders' equity:
   Preferred stock, $.001 par value:
     Authorized shares - 10,000,000                                                     --               --
     Issued and outstanding shares - none
Class A common stock, $.001 par value:
     Authorized shares - 75,000,000                                                     21               20
     Issued and outstanding shares - 20,559,997 and 18,430,811 at
     April 1, 2005 and 20,233,855 and 18,108,139 at October 1, 2004
     Class B common stock, $.001 par value:
     Authorized shares - 25,000,000                                                     --               --
     Issued and outstanding shares - none
  Additional paid-in capital                                                       237,685          232,184
  Treasury stock, 2,129,186 shares at April 1, 2005 and 2,125,696
     shares at October 1, 2004, at cost                                            (51,700)        (51,657)
  Unearned compensation                                                             (2,201)         (2,556)
  Retained earnings                                                                158,350          160,720
   Accumulated other comprehensive income                                            7,048            3,775
                                                                               -------------    -------------
Total stockholders' equity                                                         349,203          342,486
                                                                               -------------    -------------
Total liabilities and stockholders' equity                                        $740,972         $748,410
                                                                               =============    =============
          See accompanying notes to consolidated financial statements.

                                       3

                         AMERICAN ITALIAN PASTA COMPANY
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                    (in thousands, except per share amounts)



                                                                  Three Months Ended               Six Months Ended
                                                               April 1,        April 2,         April 1,        April 2,
                                                                 2005            2004             2005            2004
                                                              ------------    ------------     ------------    ------------
Revenues:                                                            (unaudited)                      (unaudited)
     Retail                                                     $74,746         $ 85,208       $ 150,431        $ 160,182
    Institutional                                                25,313           28,139          48,749           54,764
                                                              ------------    ------------     ------------    ------------
         Total revenues                                         100,059          113,347         199,180          214,946

Cost of goods sold                                               75,685           78,542         152,101          148,287                                                                                                     `
New product development and start-up expenses                        --            2,627              --            2,627
                                                              ------------    ------------     ------------    ------------
         Gross profit                                            24,374           32,178          47,079           64,032
           Percent of total revenues                              24.4%            28.4%           23.6%            29.8%

Selling and marketing expense                                    11,923           14,384          24,171           27,962
General and administrative expense                                3,907            3,691           7,224            6,710
                                                              ------------    ------------     ------------    ------------
         Operating profit                                         8,544           14,103          15,684           29,360
                                                              ------------    ------------     ------------    ------------
            Percent of total revenues                              8.5%            12.4%            7.9%            13.7%

Interest expense, net                                             4,508            2,819           8,422            5,946
                                                              ------------    ------------     ------------    ------------
Other income (expense):
    Loss on disposition of fixed assets                           (551)               --           (551)               --
    Other                                                           172               --             172               --
                                                              ------------    ------------     ------------    ------------
      Total other expense                                         (379)               --           (379)               --
                                                              ------------    ------------     ------------    ------------

Income before income tax expense                                  3,657           11,284           6,883           23,414
Income tax provision                                              1,280            3,723           2,409            7,726
                                                              ------------    ------------ --- ------------    ------------

Net income                                                      $ 2,377          $ 7,561         $ 4,474         $ 15,688
                                                              ============    ============     ============    ============
Percent of total revenues                                          2.4%             6.7%            2.2%             7.3%


Basic earnings per common share:
    Net income per common share                                 $  0.13          $  0.42         $  0.25          $  0.87
                                                              ============    ============     ============    ============
    Weighted average common shares outstanding
                                                                 18,293           17,996          18,203           18,021
                                                              ============    ============     ============    ============
Diluted earnings per common share:
    Net income per common share                                                                                $
                                                                $  0.13         $  0.41          $  0.24            0.84
                                                              ============    ============     ============    ============
    Weighted average common shares outstanding
                                                                 18,523           18,602          18,425           18,621
                                                              ============    ============     ============    ============

Cash dividend declared per common share                         $0.1875         $ 0.1875         $0.3750         $ 0.1875
                                                              ============    ============     ============    ============



          See accompanying notes to consolidated financial statements.

                                       4

                         AMERICAN ITALIAN PASTA COMPANY
                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
                                 (in thousands)


                                                                                Six Months Ended
                                                                                     April 1,
                                                                                       2005
                                                                                   -------------
                                                                                   (Unaudited)
Class A Common Shares
  Balance, beginning of period                                                          20,234
  Issuance of shares of Class A Common stock to option holders and other issuances
                                                                                           326
                                                                                     ---------
  Balance, end of period                                                                20,560
                                                                                     =========

Class A Common Stock
  Balance, beginning and end of period                                               $      21
                                                                                     =========

Additional Paid-in Capital
  Balance, beginning of period                                                       $ 232,184
  Issuance of shares of Class A Common stock to option holders and other issuances       3,845
  Tax benefit from stock compensation
                                                                                         1,656
                                                                                     ---------
  Balance, end of period                                                             $ 237,685
                                                                                     =========

Treasury Stock
  Balance, beginning of period                                                       $ (51,657)
  Purchase of treasury stock                                                               (43)
                                                                                     ---------
  Balance, end of period                                                             $ (51,700)
                                                                                     =========

Unearned Compensation
  Balance, beginning of period                                                       $  (2,556)
  Cancellation of common stock                                                              77
  Issuance of common stock                                                                (149)
  Earned compensation                                                                      427
                                                                                     ---------
  Balance, end of period                                                             $  (2,201)
                                                                                     =========

Accumulated Other Comprehensive Income (Loss)
Foreign currency translation adjustment:
  Balance, beginning of period                                                       $   4,705
   Change during the period                                                              1,857
                                                                                     ---------
  Balance, end of period
                                                                                         6,562
                                                                                     ---------

Interest rate swaps and forward exchange contract fair value adjustments:
  Balance, beginning of period                                                            (930)
  Change during the period                                                               1,416
                                                                                     ---------
  Balance, end of period                                                                   486
                                                                                     ---------

  Total accumulated other comprehensive income                                       $   7,048
                                                                                     =========

Retained Earnings
  Balance, beginning of period                                                       $ 160,720
  Dividends declared                                                                    (6,844)
  Net income
                                                                                         4,474
                                                                                     ---------
  Balance, end of period                                                             $ 158,350
                                                                                     ---------

Total Stockholders' Equity                                                           $ 349,203
                                                                                     =========


          See accompanying notes to consolidated financial statements.

                                       5

                         AMERICAN ITALIAN PASTA COMPANY
                 CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
                                 (in thousands)


                                                            Three Months Ended               Six Months Ended
                                                         April 1,        April 2,        April 1,        April 2,
                                                           2005            2004            2005            2004
                                                       ------------    ------------    ------------    -------------
                                                              (unaudited)                       (unaudited)

Net income                                               $ 2,377         $ 7,561         $ 4,474          $15,688

Other comprehensive income (loss):

   Net unrealized gains (losses) on qualifying
    cash flow hedges (net of income
    tax benefit (expense) of ($275), $370, ($790)
    and ($122), respectively)                               494           (752)           1,416              248

   Foreign currency translation adjustment (net of
    income tax benefit (expense) of $990, $448,
    $1,904, and ($1,179), respectively)                  (2,035)           (910)           1,857            2,393
                                                       ------------    ------------    ------------    -------------

   Total other comprehensive income (loss)                 1,541         (1,662)           3,273            2,641
                                                       ------------    ------------    ------------    -------------
Comprehensive income                                      $  836         $ 5,899         $ 7,747          $18,329
                                                       ============    ============    ============    =============



          See accompanying notes to consolidated financial statements.

                                       6

                         AMERICAN ITALIAN PASTA COMPANY
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (in thousands)

                                                                                       Six Months Ended
                                                                                    April 1,         April 2,
                                                                                     2005             2004
                                                                                  ------------    ------------
                                                                                          (Unaudited)
OPERATING ACTIVITIES:
Net income                                                                          $  4,474            $ 15,688
Adjustments to reconcile net income to net cash provided by operations:
   Depreciation and amortization                                                      14,451              12,939
   Deferred income tax expense                                                         1,499               5,990
   Loss on disposition of fixed assets                                                   666                --
Changes in operating assets and liabilities:
   Trade and other receivables, net                                                    8,203               2,861
   Prepaid expenses and deposits                                                         435              (2,963)
   Inventory                                                                          (2,873)             (9,152)
   Accounts payable and accrued expenses                                               5,160              (7,892)
   Income taxes                                                                          830                 549
   Other                                                                                (373)               (664)
                                                                                    --------            --------
Net cash provided by operating activities                                             32,472              17,356
                                                                                    --------            --------

INVESTING ACTIVITIES:
Additions to property, plant and equipment                                           (10,791)            (14,296)
Purchase of pasta brands                                                                --                (4,280)
                                                                                    --------            --------
Net cash used in investing activities                                                (10,791)            (18,576)
                                                                                    --------            --------

FINANCING ACTIVITIES:
Proceeds from issuance of debt                                                        10,953              10,223
Principal payments on debt and capital lease obligations                             (29,076)             (9,041)
Proceeds from issuance of common stock, net of issuance costs                          3,137               1,772
Dividends paid                                                                        (6,844)               --
Purchase of treasury stock                                                               (43)             (1,013)
Other                                                                                   (834)               (269)
                                                                                    --------            --------
Net cash (used in) provided by financing activities                                  (22,707)              1,672
                                                                                    --------            --------

Effect of exchange rate changes on cash                                                   47                (296)
                                                                                    --------            --------

Net increase (decrease) in cash and temporary investments                               (979)                156

Cash and temporary investments at beginning of period                                  4,350               6,465
                                                                                    --------            --------
Cash and temporary investments at end of period                                     $  3,371            $  6,621
                                                                                    ========            ========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
    Note payable exchanged for treasury stock                                       $   --              $  4,000
                                                                                    ========            ========


          See accompanying notes to consolidated financial statements.

                                        7

                         AMERICAN ITALIAN PASTA COMPANY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

1.   BASIS OF PRESENTATION

The accompanying  unaudited consolidated financial statements have been prepared
in  accordance  with  generally  accepted  accounting   principles  for  interim
financial  information and with the  instructions to Form 10-Q and Article 10 of
Regulation  S-X.  Accordingly,  they do not include all of the  information  and
footnotes  required by generally  accepted  accounting  principles  for complete
financial statements. In the opinion of management,  all adjustments (consisting
of normal recurring accruals)  considered necessary for a fair presentation have
been included.  Operating results for the six months ended April 1, 2005 are not
necessarily  indicative  of the results that may be expected for the fiscal year
ended  September 30, 2005. For further  information,  refer to the  consolidated
financial  statements  and footnotes  thereto  included in the Company's  Annual
Report on Form 10-K for the fiscal year ended October 1, 2004.

American  Italian  Pasta  Company  (the  "Company"  or "AIPC") uses a 52/53 week
financial  reporting  cycle with a fiscal  year that ends on the last  Friday of
September  or the first  Friday of October.  The  Company's  first three  fiscal
quarters end on the Friday last preceding  December 31, March 31, and June 30 or
the first Friday of the  following  month.  For purposes of this Form 10-Q,  the
first and second fiscal quarters of fiscal years 2005 and 2004 included thirteen
weeks of activity.

Reclassifications  - Certain amounts from the prior year have been  reclassified
to conform to the current  year's  presentation.  Deferred  debt  issuance  cost
amortization  expense totaling  $230,000 and $460,000 has been reclassified from
general and  administrative  expense to interest expense for the three-month and
six-month periods ended April 2, 2004.

2.   STOCK OPTIONS/EARNINGS PER SHARE

A summary of the Company's stock option activity is as follows:
                                                              Number
                                                            of Shares
                                                           -----------
Outstanding at October 1, 2004                              2,810,562
     Exercised                                              (311,575)
     Granted                                                  264,800
     Canceled/expired                                        (76,897)
                                                           -----------
Outstanding at April 1, 2005                                2,686,890
                                                           ===========

Dilutive  securities,  consisting of options to purchase the  Company's  Class A
common stock,  included in the  calculation of diluted  weighted  average common
shares,  were  230,000  and 222,000  shares for the  three-month  and  six-month
periods ended April 1, 2005 and 606,000 and 600,000  shares for the  three-month
and six-month periods ended April 2, 2004.

The following pro forma information  regarding net income and earnings per share
has been  determined  as if the Company had  accounted  for its  employee  stock
options under the fair value method of SFAS No. 123, "Accounting for Stock-Based
Compensation."

For purposes of pro forma  disclosures,  the estimated fair value of the options
is amortized to expense over the vesting period of these options.  The Company's
pro forma  information  follows (in  thousands,  except for  earnings  per share
information, as presented below):

                                                            Three Months Ended                     Six Months Ended
                                                     April 1, 2005      April 2, 2004      April 1, 2005     April 2, 2004
                                                     ---------------    ---------------    --------------   ---------------

Net income                                                $  2,377          $  7,561          $  4,474           $ 15,688
Compensation cost under the fair value method                (643)             (976)            (1,091)            (1,849)
                                                     ---------------    ---------------    --------------    --------------

Pro forma net income                                      $  1,734          $  6,585          $  3,383           $ 13,839
                                                     ===============    ===============    ==============    ==============
Pro forma earnings per share:
     Basic                                                $   0.09          $  0 .37           $  0.19           $  0 .77
                                                     ===============    ===============    ==============    ==============
     Diluted                                              $   0.09          $  0 .35           $  0.18           $  0 .74
                                                     ===============    ===============    ==============    ==============


                                       8

3. RESTRUCTURING AND RIGHTSIZING PROGRAM

The table below sets forth the significant  cost components and related activity
in the  restructuring  program as  discussed  in our Annual  Report on Form 10-K
filed on December  15,  2004.  Certain  non-cash  adjustments  have been made to
reflect  severance and supply  agreement  costs that will not be incurred due to
the decision to partially reactivate the Kenosha facility during the fiscal year
2005.  These  non-cash  adjustments  are  reflected  in  the  accompanying  2005
Statement of Operations (in thousands):

                                   Balances at                                         Balance at
                                   October 1,         Non-Cash                          April 1,
                                      2004          Adjustments        Payments           2005
                                  --------------    -------------    --------------    --------------
Employee severance and
     termination benefits             $   279         $  (216)          $   (63)           $    --
Lease costs                               559               17             (576)                --
Supply agreement costs                    700            (276)                --               424
Other                                      94               44             (138)                --
                                  --------------    -------------    --------------    --------------
Total                                $  1,632         $  (431)          $  (777)           $   424
                                  ==============    =============    ==============    ==============


As of April 1, 2005,  the  remaining  liability  related  to the  accrual of the
restructuring  costs was $424,000  and is included in "Accrued  expenses" on the
accompanying April 1, 2005 consolidated balance sheet.

4.       INVENTORIES

Inventories  are  carried  at  standard  costs  adjusted  for  variances,  which
approximates  the lower of cost,  determined  on a  first-in,  first-out  (FIFO)
basis,  or  market.   The  Company   periodically   reviews  its  inventory  for
slow-moving,  damaged or discontinued items and provides reserves to reduce such
items  identified  to  their  recoverable  amount.  Inventories  consist  of the
following (in thousands):

                                                                                         April 1,        October 1,
                                                                                           2005             2004
                                                                                        ------------     ------------
             Finished goods                                                                $ 47,620         $ 43,564
             Raw materials, additives, packaging materials and  work-in-process              16,185           17,140
                                                                                        ------------     ------------
                                                                                           $ 63,805         $ 60,704
                                                                                        ============     ============

5.    CONTINUED DUMPING AND SUBSIDY OFFSET ACT OF 2000

On October 28, 2000,  the U.S.  government  enacted the  "Continued  Dumping and
Subsidy Offset Act of 2000" (the "Act"),  commonly known as the Byrd  Amendment,
which provides that assessed  anti-dumping and subsidy duties  liquidated by the
Department  of Commerce on Italian and Turkish  imported  pasta after October 1,
2000  will be  distributed  to  affected  domestic  producers.  The  legislation
creating the dumping and subsidy  offset  payment  provides for annual  payments
from the U.S.  government.  The Company recognizes the Byrd Amendment payment as
revenue  in the  quarter  in which  the  amount,  and the right to  receive  the
payment, can be reasonably determined.

In the first quarter of fiscal year 2005, the Company  received  notice from the
Department  of Commerce of the amount to be received and recorded  approximately
$1,000,000 as revenue.  There was no revenue  recorded in the second  quarter of
2005 or the first  quarter of fiscal year 2004.  However,  the Company  received
notice from the Department of Commerce of the amount to be received and recorded
approximately  $1,500,000 in the second  quarter of 2004 and recorded the amount
as revenue.  It is not possible to reasonably  estimate the potential amount, if
any, to be received in future periods beyond fiscal year 2005.

6.     AMENDMENT TO CREDIT FACILITY

On November 9, 2004,  the  Company's  credit  facility was amended to revise the
definitions of  "Consolidated  EBITDA" and "Fixed Charge  Coverage Ratio" and to
increase  the  "Maximum  Leverage  Ratio" and to decrease  the minimum  required
Consolidated  EBITDA,  all related to certain  financial  covenants in effect in
fiscal year 2004. In addition, the lenders were granted a collateral interest in
substantially all of the Company's tangible and intangible domestic assets.


                                       9

7.      DIVIDENDS

The Company  declared and paid  dividends  totaling  $6,844,000 in the six-month
period ended April 1, 2005 ($0.3750 per share).

8.    SUBSEQUENT EVENT

On April 27,  2005,  the  Company's  Board of  Directors  declared  a  quarterly
dividend of $0.1875 per share,  payable to  shareholders of record as of May 20,
2005, to be paid on June 8, 2005.

ITEM 2.           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
                  RESULTS OF OPERATIONS

The  discussion  set forth below,  as well as other  portions of this  quarterly
report  on  Form  10-Q  ("Quarterly  Report"),  contains  statements  concerning
potential  future  events.  Such  forward-looking   statements  are  based  upon
assumptions  by our  management,  as of  the  date  of  this  Quarterly  Report,
including  assumptions about risks and uncertainties  faced by AIPC. Readers can
identify these forward-looking statements by their use of such verbs as expects,
anticipates,  believes or similar verbs or conjugations of such verbs. If any of
our assumptions prove incorrect or should unanticipated circumstances arise, our
actual  results  could  materially   differ  from  those   anticipated  by  such
forward-looking  statements.  The  differences  could be  caused  by a number of
factors or combination of factors  including,  but not limited to, those factors
identified  in our Annual  Report on Form 10-K filed on December 15, 2004.  That
report has been filed with the Securities and Exchange  Commission (the "SEC" or
the  "Commission")  in  Washington,  D.C. and can be obtained by contacting  the
SEC's  public  reference  operations  or through the SEC's web site on the World
Wide Web at  http://www.sec.gov.  Readers are  strongly  encouraged  to consider
those factors when evaluating any such forward-looking  statements.  We will not
update any forward-looking statements in this Quarterly Report to reflect future
events or developments.

In this  Quarterly  Report,  we have provided  information  about our "free cash
flow". This is a non-GAAP  financial measure which management  believes provides
useful  information about operating  results and cash generation.  These amounts
should be read in  conjunction  with our GAAP financial  statements  included in
this report.

Overview

We believe we are the largest  producer of dry pasta in North America.  We began
operations   in  1988.   We   believe   our   singular   focus  on  pasta,   our
vertically-integrated  facilities  and highly  efficient  production  facilities
focused  primarily on specific market segments and our highly skilled  workforce
make us a more efficient company and enable us to produce  high-quality pasta at
historically very competitive  costs. We believe that the combination of our low
cost  structure,  our  product  strategy  of offering  branded,  private  label,
imported and specialty products,  our scalable production facilities and our key
customer relationships create competitive advantages.

We generate revenues in two customer markets:  retail and institutional.  Retail
market revenues  include the sales of our pasta products to customers who resell
the pasta in retail channels  (including  sales to grocery,  club, mass merchant
and discount stores) and encompass sales of our branded, private label, imported
and specialty products.  These revenues represented 75.5% and 74.5% of our total
revenue  for the  six-month  periods  ended  April 1,  2005 and  April 2,  2004,
respectively.  Institutional market revenues include revenues from product sales
to customers  who use our pasta as an  ingredient in food products or who resell
our pasta in the  foodservice  (meals away from home)  market.  It also includes
revenues from sales to government  agencies and other  customers  that we pursue
periodically.  The institutional market represented 24.5% and 25.5% of our total
revenue  for the  six-month  periods  ended  April 1,  2005 and  April 2,  2004,
respectively.

Average  sales  prices  for  our   non-branded   products   vary   depending  on
customer-specific packaging and raw material requirements, product manufacturing
complexity  and other  service  requirements.  Average  prices  for our  branded
products  are also  based on  competitive  market  factors.  Average  retail and
institutional  prices also vary due to changes in the relative share of customer
revenues and item specific sales volumes (i.e.,  product sales mix).  Generally,
average retail sales prices are higher than institutional sales prices.  Selling
prices of our branded products are  significantly  higher than selling prices in
our other  business  units,  including  private  label.  This  results in higher
revenues  and  gross  profits  than our  non-branded  businesses.  Revenues  are
reported net of cash discounts,  product  returns,  and certain  promotional and
slotting allowances.

We seek to develop strategic  customer  relationships with food industry leaders
that have substantial pasta  requirements.  We have a long-term supply agreement
through  December 31, 2006 with Sysco,  and other  non-contractual  arrangements
with  food  industry  leaders  that  provide  for the  "pass-through"  of direct
material  cost and  certain  other  cost  changes as  pricing  adjustments.  The
pass-throughs  are generally limited to actual changes in cost and, as a result,
impact margins in periods of changing costs and prices.  The  pass-throughs  are
generally  effective  30 to 90 days  following  such cost  changes  and  thereby
significantly  reduce the  long-term  exposure of our  operating  results to the
volatility of raw material costs. These  pass-through  arrangements also require
us to pass on the  benefits of any price  decreases  in raw material and certain
other costs.

Our  cost  of  goods  sold  consists  primarily  of  raw  materials,  packaging,
manufacturing   costs  (including   depreciation)  and  distribution   costs.  A
significant  portion of our cost of goods sold is durum wheat. We purchase durum
wheat on the open  market  and,  consequently,  those


                                       10

purchases  are subject to  fluctuations  in cost. We manage our durum wheat cost
risk through durum wheat cost  "pass-through"  agreements in long-term contracts
and other non-contractual  arrangements with our customers,  as discussed above,
and advance  purchase  contracts for durum wheat which are  generally  less than
twelve months in duration.

Our  transportation  costs  (including fuel costs) are now expected to be higher
than originally planned during the remainder of fiscal year 2005. Such costs are
anticipated to continue at, or above,  the levels  experienced  during the first
two fiscal quarters, especially considering the recent escalation in fuel costs.
Accordingly,  our operating  profit and margins for the remainder of fiscal year
2005 are likely to be negatively  impacted by transportation  costs, as compared
to earlier expectations.

While we considered  projected  transportation cost increases in determining our
price increases over the last two quarters, expected future costs will be higher
than  planned  and will not be  fully  absorbed  by such  price  increases  when
incurred. Additional price increases may be implemented in the future to reflect
the  additional  transportation  costs;  however,  the timing and extent of such
future adjustments has not yet been determined.

Our capital asset strategy is to achieve  low-cost  production  through vertical
integration  and  investment  in  the  most  current   pasta-making  assets  and
technologies.  The  manufacturing  and distribution  related capital assets that
have been, or will be,  acquired to support this strategy are  depreciated  over
their respective economic lives. Because of the capital-intensive  nature of our
business,  we believe our  depreciation  expense for production and distribution
assets may be higher than that of many of our competitors.  Depreciation expense
is a component of inventory cost and cost of goods sold.

Selling and  marketing  costs  constituted  12.1% and 13.0% of revenues  for the
six-month periods ended April 1, 2005 and April 2, 2004, respectively.

Our  interest  costs are  expected to be higher in the second half of the fiscal
2005 year than in the first half of fiscal 2005.

Critical Accounting Policies

This  discussion and analysis  discusses our results of operations and financial
condition as reflected in our consolidated financial statements, which have been
prepared in accordance  with  accounting  principles  generally  accepted in the
United  States.  As  discussed  in Note 1 to our  October  1, 2004  consolidated
financial  statements  included  in our  Annual  Report  on Form  10-K  filed on
December 15, 2004, the  preparation of financial  statements in conformity  with
accounting  principles  generally  accepted in the United  States  requires  our
management to make estimates and assumptions that affect the reported amounts of
assets and  liabilities  and disclosure of contingent  assets and liabilities at
the date of the  financial  statements  and  reported  amounts of  revenues  and
expenses  during the reporting  periods.  On an ongoing  basis,  our  management
evaluates its estimates and judgments, including those related to the impairment
of long-lived and intangible assets, the method of accounting for stock options,
and the estimates used to record allowances for doubtful accounts,  reserves for
slow-moving,  damaged and discontinued inventory and derivatives. Our management
bases its estimates and judgments on its substantial  historical  experience and
other relevant factors, the results of which form the basis for making judgments
about the  carrying  values  of  assets  and  liabilities  that are not  readily
apparent  from other  sources.  See Note 1 to our  October 1, 2004  consolidated
financial  statements  included  in our  Annual  Report  on Form  10-K  filed on
December  15,  2004,  for a  complete  listing  of  our  significant  accounting
policies. Our most critical accounting policies are described below.

Impairment  Testing of  Intangible  Assets:  In  accordance  with  Statement  of
Financial  Accounting  Standards (SFAS) No. 142,  "Goodwill and Other Intangible
Assets," we do not amortize the cost of intangible assets with indefinite lives,
such as our brands and trademarks. SFAS No. 142 requires that we perform certain
fair value based tests of the  carrying  value of  indefinite  lived  intangible
assets  at least  annually  and more  frequently  should  events or  changes  in
circumstances  indicate  that the  carrying  amount of an asset may not be fully
recoverable.  We completed our impairment testing at the end of fiscal year 2004
and determined that no material impairment  existed.  These impairment tests are
impacted by judgments as to future cash flows and other considerations.  If such
assets are  considered  to be  impaired,  the  impairment  to be  recognized  is
measured by the amount by which the  carrying  amount of the assets  exceeds the
fair value of the assets.  Assets to be disposed of are reported at the lower of
the carrying  amount or fair value less costs to sell.  Future  events or trends
could cause our management to conclude that impairment indicators exist and that
the value of intangible assets is impaired.

Long Lived Assets:  In accordance with SFAS No. 144,  "Accounting For Impairment
or Disposal of Long-lived  Assets," we review  long-lived  assets for impairment
whenever events or changes in circumstances indicate that the carrying amount of
an asset may not be recoverable. We evaluate recoverability of assets to be held
and used by comparing  the carrying  amount of an asset to future net cash flows
expected  to be  generated  by the asset.  If such assets are  considered  to be
impaired, the impairment to be recognized is measured by the amount by which the
carrying amount of the assets exceeds the fair value of the assets. Assets to be
disposed of are reported at the lower of the carrying  amount or fair value less
costs to sell.

In conjunction with our restructuring and rightsizing program, we suspended full
operations  at  our  Kenosha,  Wisconsin  manufacturing  facility.  Although  we
partially reactivated this facility in October 2004, for a temporary period, and
the plant will continue to be available for production  requirements  as we deem
necessary, we currently anticipate operations to be substantially suspended into
fiscal 2006. We have

                                       11

reviewed this facility for impairment and have determined that this asset is not
impaired.  Future events could cause our management to conclude that  impairment
indicators exist and that the value of intangible assets is impaired.

Stock Options:  We have elected to follow  Accounting  Principles  Board Opinion
(APB)  No.  25,   "Accounting  for  Stock  Issued  to  Employees,"  and  related
Interpretations  in accounting  for our employee  stock options and have adopted
the pro  forma  disclosure  requirements  under  SFAS No.  123  "Accounting  for
Stock-Based  Compensation."  Under APB No. 25, because the exercise price of our
employee stock options is equal to the market price of the  underlying  stock on
the date of grant, no compensation expense is recognized.

Pro forma information regarding net income and earnings per share is required by
SFAS No. 123 and has been  determined  as if we had  accounted  for our employee
stock  options  under the fair value  method of SFAS No. 123. The fair value for
these  options was estimated at the date of grant using a  Black-Scholes  option
pricing  model  with  the  following  weighted-average  assumptions:   risk-free
interest  rate of 1.33% for fiscal years 2004 and 2005;  dividend  yield of 2.0%
for fiscal years 2004 and 2005; a volatility factor of the expected market price
of our common stock of .35 for fiscal year 2004 and 2005; and a weighted-average
expected life of the options of five years.

The Black-Scholes option valuation model was developed for use in estimating the
fair value of traded options,  which have no vesting  restrictions and are fully
transferable.  In addition,  option valuation models require the input of highly
subjective  assumptions  including the expected stock price volatility.  Because
our employee  stock options have  characteristics  significantly  different from
those traded options,  and because changes in the subjective  input  assumptions
can materially  affect the fair value  estimate,  in management's  opinion,  the
existing models do not necessarily provide a reliable single measure of the fair
value of our employee stock options.

In December 2004, the Financial Accounting Standards Board issued SFAS No. 123R,
"Share-Based  Payment,"  which is a revision  of SFAS No. 123,  "Accounting  for
Stock-Based Compensation" and is applicable to fiscal years beginning after June
15,  2005.  SFAS No.  123R  requires  all  share-based  payments  to  employees,
including  grants of employee  stock  options,  to be  recognized  in the income
statement  based on their  fair  values.  Pro forma  disclosure  is no longer an
alternative.

We currently  expect to adopt SFAS No. 123R at the  beginning of our 2006 fiscal
year.  The  adoption  of SFAS No.  123R  will have a  significant  impact on our
reported results of operations, although it will have no impact on our cash flow
or overall  financial  position.  Had we adopted SFAS No. 123R in prior periods,
the impact of that Statement,  net of taxes,  would have been approximately $3.3
million,  $5.2  million,  and $2.9 million in fiscal years 2004,  2003 and 2002,
respectively,  assuming we continue to use the  Black-Scholes  option  valuation
model.  The full impact of adoption of the Statement cannot be predicted at this
time as it will depend, in part, on the levels and value of share-based payments
granted in the future.

Prior to the adoption of SFAS 123R, we are considering  accelerating the vesting
of certain unvested options awarded to employees and officers that have exercise
prices  significantly  greater  than the  current  share  price of the stock and
vesting  periods ending in fiscal years 2005 and 2006. The  accelerated  vesting
would result in our not being  required to recognize  any  compensation  expense
associated  with these  option  grants in future  periods  included in the above
disclosure.

Accounts Receivable - Significant  Customers:  During the six-month period ended
April 1, 2005, we generated  approximately 26% of our revenues and corresponding
accounts receivable from sales to two multi-national customers. If these primary
customers  experience  significant  adverse  conditions  in  their  industry  or
operations,  they may not be able to meet their ongoing financial obligations to
us for prior sales or complete the purchase of additional products from us under
the terms of our existing purchase and sale commitments.

Allowance for Doubtful Accounts:  We evaluate the collectibility of our accounts
receivable  based on a combination  of factors.  In  circumstances  where we are
aware of a specific customer's inability to meet its financial obligations to us
(e.g.  bankruptcy  filings,  and substantial  down-grading of credit scores), we
record a specific  reserve for bad debts  against  amounts due to reduce the net
recognized receivable to the amount we reasonably believe will be collected. For
all other customers,  we recognize reserves for bad debts based on the length of
time  the  receivables  are  past  due,  and  our  historical   experience.   If
circumstances  change  (i.e.,  higher than  expected  defaults or an  unexpected
material  adverse  change in a major  customer's  ability to meet its  financial
obligations to us), our estimates of the  recoverability of amounts due us could
be reduced by a material amount.

Reserve  for  Slow-Moving,  Damaged  and  Discontinued  Inventory:  We carry our
inventory  at  standard  costs,  adjusted  for  capitalized   variances,   which
approximate the lower of cost, determined on a first in, first-out (FIFO) basis,
or market.  We periodically  review our inventory for  slow-moving,  damaged and
discontinued  items and provide  reserves to reduce such items identified to our
estimate of their future recoverable amounts.

Promotional Allowances: Promotional allowances related to our sales are recorded
at the time  revenue is  recognized.  Such  allowances,  where  applicable,  are
estimated  based on anticipated  volume and  promotional  spending with specific
customers.

Derivatives: We hold derivative financial instruments to hedge a variety of risk
exposures  including interest rate risks associated with variable rate long-term
debt and foreign  currency risks associated with our Italian  operations.  These
derivatives qualify for hedge accounting as discussed in detail in Note 1 to our
October 1, 2004 consolidated  financial statements included in our Annual Report
on Form 10-K filed on December 15, 2004. We do not  participate  in  speculative
derivatives trading. Hedge accounting results when we designate and document the
hedging
                                       12

relationships  involving  these  derivative  instruments.  While  we  intend  to
continue to meet the conditions for hedge accounting,  if hedges did not qualify
as highly effective or if we did not believe that forecasted  transactions would
occur,  the changes in the fair value of the derivatives used as hedges would be
reflected in earnings.

To hedge foreign  currency risks, we use futures  contracts.  The fair values of
these instruments are determined from market quotes. These forward contracts are
valued in a manner  similar to that used by the market to value  exchange-traded
contracts;  that is, using standard  valuation  formulas with assumptions  about
future foreign currency exchange rates derived from existing exchange rates, and
interest rates observed in the market. To hedge interest rate risks, an interest
rate swap is used to  effectively  convert a portion  of  variable  rate debt to
fixed rate. This  instrument is valued using the market standard  methodology of
netting the discounted  future fixed cash receipts and the  discounted  expected
variable cash  payments.  The variable cash payments are based on an expectation
of future interest rates derived from observed  market interest rate curves.  We
have not changed our methods of calculating  these fair values or developing the
underlying assumptions. The values of these derivatives will change over time as
cash  receipts  and  payments  are made and as  market  conditions  change.  Our
derivative  instruments  are  not  subject  to  multiples  or  leverage  on  the
underlying commodity or price index. Information about the fair values, notional
amounts,  and contractual  terms of these  instruments can be found in Note 1 to
our October 1, 2004  consolidated  financial  statements  included in our Annual
Report  on Form  10-K  filed  on  December  15,  2004,  and the  section  titled
"Quantitative and Qualitative Disclosures About Market Risk."

We consider our historical business patterns and our regularly updated forecasts
in  determining  the amounts of our foreign  inventory  purchases  to hedge.  We
combine the forecasts with  historical  observations to establish the percentage
of our  forecast we are  assuming to be probable  of  occurring,  and  therefore
eligible to be hedged. The purchases are hedged for exposures to fluctuations in
foreign currency exchange rates.

We do not believe we are exposed to more than a nominal amount of credit risk in
our  interest  rate and  foreign  currency  hedges as the  counter  parties  are
established,  well-capitalized financial institutions. Our exposure is in liquid
currency  (Euros),  so there is minimal  risk that  appropriate  derivatives  to
maintain our hedging program would not be available in the future.

Restructuring and Rightsizing Program

The Company  implemented a restructuring  and rightsizing  program in the fourth
quarter of fiscal 2004, as discussed in the Company's Annual Report on Form 10-K
filed on December 15, 2004. During the fourth quarter of fiscal 2004, production
and manufacturing cost  inefficiencies were experienced in the transition period
after  the  Company's  restructuring  program  changes  were  implemented.  This
resulted  in  higher  than  projected  operating  costs  due to  product  waste,
production  inefficiencies and incremental  distribution costs. At the beginning
of the 2005 fiscal year, the Company expected that these operating processes and
the related cost inefficiencies would come into line during the first two fiscal
quarters. As anticipated,  improvements in operating costs per unit manufactured
were  achieved  during  the first six months of fiscal  year 2005 and  continued
improvements  are expected during the remaining six months.  These  improvements
should allow the Company to achieve its planned  levels of  production  and cost
efficiency in the last half of the fiscal year.

The operational  factors surrounding the implementation of the restructuring and
the concurrent  reductions in inventory levels resulted in some specific product
availability  issues during the fourth quarter of 2004, which continued into the
first six months of fiscal 2005. To regain higher levels of customer service, in
mid-October  2004, the Company  partially  re-activated  the Kenosha,  Wisconsin
facility that was idled as part of the restructuring and rightsizing program. In
addition,  the  plant has been  utilized  to  balance  product  needs  that have
resulted from higher levels of private label and  ingredient  business  retained
subsequent to the  implementation of the Company's pricing strategy.  Consistent
with the  Company's  strategy  outlined at the time the facility was idled,  the
plant will continue to be available for production  requirements  as the Company
deems necessary. By the end of the second quarter 2005, service levels had again
reached our overall historical standards.

QUARTER ENDED APRIL 1, 2005, COMPARED TO QUARTER ENDED APRIL 2, 2004

Results of Operations

Revenues.  Total revenues  decreased $13.3 million,  or 11.7%, to $100.1 million
for the  three-month  period  ended April 1, 2005,  from $113.3  million for the
three-month  period ended April 2, 2004.  Revenues  decreased  $9.2 million,  or
8.1%, due to volume  declines and decreased $4.1 million,  or 3.6%, due to lower
average selling prices and changes in sales mix.

Revenues for the Retail  market  decreased  $10.5  million,  or 12.3%,  to $74.7
million for the  three-month  period ended April 1, 2005 from $85.2  million for
the three-month period ended April 2, 2004.  Revenues decreased $5.3 million, or
6.2%, due to volume  declines and decreased $5.2 million,  or 6.1%, due to lower
average  selling  prices  and  changes in the sales mix.  Our  branded  business
revenues decreased by approximately 26.7%, offset by an increase of 5.7% for our
private label business.  Also impacting the comparability of revenue is the $1.5
million recognized in the three-month period ended April 2, 2004, related to the
payment  received  from the U.S.  Government  under the  Continued  Dumping  and
Subsidy  Offset  Act of  2000,  while  no  such  amount  was  recognized  in the
three-month  period  ended April 1, 2005.  The sales of our low and reduced carb
product lines continued at our lower level of  expectation.  Total revenues from
these product lines were $800,000 in the three-month period ended April 1, 2005,
$7.3 million lower than the prior year's quarter, due to the higher introductory
sales of reduced carb products last year.


                                       13

Significant brand volume decreases of 21.6% (mainly driven by lower reduced carb
sales,  decreased  Mueller's  brand  promotions and Golden  Grain-Mission  brand
declines of 41.6%)  were offset by  increases  for private  label/club  of 2.6%.
Actual volume declines were higher than originally anticipated, primarily due to
the Golden  Grain-Mission  re-positioning  and the loss of certain key  seasonal
promotional  events in the second quarter because of recent service  issues.  We
expect that promotional  events will generally return to original planned levels
at our major accounts in the last six months of fiscal year 2005.

We believe that the market  performance of the Golden  Grain-Mission  brand will
significantly improve during the remainder of the year based on more promotional
support and increased customer acceptance. We will continue to closely watch the
performance  of our brands as it relates to specific  customers and markets,  as
well as low price competitive events. We will tactically defend our market share
where  appropriate,  but will not  change  our  overall  strategy  of  improving
profits.

Revenues for the Institutional market decreased $2.8 million, or 10.0%, to $25.3
million for the  three-month  period ended April 1, 2005, from $28.1 million for
the three-month period ended April 2, 2004.  Revenues decreased $3.4 million, or
11.9%, due to volume  declines,  and increased  $600,000,  or 1.9% due to higher
average  selling  prices and changes in sales mix. The volume decline was due to
planned  reductions in certain high volume,  low margin  ingredient and contract
business that has been  discontinued.  Food Service  volumes also decreased from
the prior year quarter, which benefited from significant one-time military sales
by a major customer.

Gross Profit.  Gross profit  decreased $7.8 million,  or 24.3%, to $24.4 million
for the  three-month  period  ended  April 1, 2005,  from $32.2  million for the
three-month period ended April 2, 2004. Gross profit was impacted by a number of
factors  compared to the prior year's second  quarter;  primarily lower revenues
described above,  combined with significantly  higher  transportation  costs. In
addition,  certain  operating  costs  continued at higher levels  resulting from
inefficiencies  following the restructuring.  Higher  transportation  costs have
been  experienced  primarily  due  to  the  continued   transportation  industry
environment and significantly higher fuel costs. Transportation costs during the
second  quarter,  as a percentage of revenues,  increased  from the prior year's
quarter by  approximately  180 basis  points  (6.9% of  revenues  this year,  as
compared to 5.1% of revenues last year).

Gross  profit,  as  a  percentage  of  revenues,  decreased  to  24.4%  for  the
three-month  period  ended April 1, 2005 from 28.4% for the  three-month  period
ended April 2, 2004 due to the factors discussed above.

Selling and Marketing  Expense.  Selling and marketing  expense  decreased  $2.5
million,  or 17.1%, to $11.9 million for the  three-month  period ended April 1,
2005,  from $14.4 million for the  three-month  period ended April 2, 2004. This
decrease  is  primarily  related to higher  costs  recognized  in the prior year
relating to the introduction of our reduced carb product line. In addition, such
costs decreased in the second quarter due to lower branded promotional spending,
reduced  consumer  marketing  spending  and lower  payroll  costs.  Selling  and
marketing  expense,  as a  percentage  of  revenue,  decreased  to 11.9% for the
three-month period ended April 1, 2005, from 12.7% for the comparable prior year
period due to the reductions discussed above.

General and Administrative  Expense. General and administrative expenses
increased  $200,000,  or 5.9%, to $3.9 million for the three-month  period ended
April 1, 2005, from $3.7 million for the three-month period ended April 2, 2004.
The  increase  is  primarily  attributable  to  increased  costs  of  regulatory
compliance costs  (Sarbanes-Oxley) and additional reserves for doubtful accounts
related  to  specifically   identified   uncollectible   accounts  and  customer
deductions.  General and  administrative  expense,  as a percentage of revenues,
increased to 3.9% for the three-month  period ended April 1, 2005, from 3.3% for
the  comparable  prior year period due to the  relatively  fixed nature of these
costs, combined with decreasing revenue in the quarter.

Operating  Profit.  Operating  profit for the three-month  period ended April 1,
2005, was $8.5 million,  decreasing $5.6 million or 39.4% from the $14.1 million
reported  for the  three-month  period  ended  April 2, 2004.  Operating  profit
decreased, as a percentage of revenues, to 8.5% for the three-month period ended
April 1, 2005, from 12.4% for the  three-month  period ended April 2, 2004, as a
result of the factors discussed above.

Interest  Expense.  Interest  expense for the three-month  period ended April 1,
2005, was $4.5 million,  increasing $1.7 million from the $2.8 million  reported
for the three-month  period ended April 2, 2004. The increase is attributable to
higher average  borrowing rates, a higher interest rate spread under our lending
agreement and increased  amortization  of deferred  debt issuance  costs.  These
increases were offset, in part, by lower average outstanding debt.

Other Income (Expense).  Other expense for the three-month period ended April 1,
2005 was $400,000,  consisting of a $600,000 loss on disposition of fixed assets
offset by $200,000 in other income.

Income Tax. Income tax expense for the three-month period ended April 1,
2005, was $1.3 million,  decreasing $2.4 million from the $3.7 million  reported
for the three-month  period ended April 2, 2004, and reflects  effective  income
tax rates of  approximately  35.0% and  33.0%,  respectively.  The  increase  in
effective  tax rates is a result of the  expiration  of certain  tax  incentives
utilized in prior years.

Net Income. Net income decreased $5.2 million, or 68.6%, to $2.4 million for the
three-month  period  ended April 1, 2005 from $7.6  million for the  three-month
period  ended  April 2,  2004 due to the lower  revenue  and  related  decreased
margins and decreased operating profits, as discussed above.


                                       14

Diluted  earnings  per common  share  were  $0.13 per share for the  three-month
period  ended  April 1, 2005,  compared  to $0.41 per share for the  three-month
period ended April 2, 2004.  Net income,  as a percentage of net  revenues,  was
2.4% for the three-month  period ended April 1, 2005, as compared to 6.7% in the
same period of the prior year.

SIX MONTHS ENDED APRIL 1, 2005, COMPARED TO SIX MONTHS ENDED APRIL 2, 2004.

Results of Operations

Revenues.  Revenues decreased $15.8 million,  or 7.3%, to $199.2 million for the
six-month  period  ended April 1, 2005,  from $214.9  million for the  six-month
period ended April 2, 2004.  Revenues  decreased  $12.9 million,  or 6.0% due to
volume  declines and  decreased  $2.9  million,  or 1.3%,  due to lower  average
selling  prices and  changes in sales mix.  Overall  revenues  were  affected by
declining category sales due in part to reduced carbohydrate awareness trends in
the American diet.

Revenues  for the Retail  market  decreased  $9.8  million,  or 6.1%,  to $150.4
million for the six-month  period ended April 1, 2005,  from $160.2  million for
the six-month period ended April 2, 2004.  Revenues  decreased $1.4 million,  or
0.9%, due to volume  declines and decreased $8.4 million,  or 5.2%, due to lower
average selling prices and changes in sales mix. Our branded  business  revenues
decreased by approximately  15.7%, offset by an increase of 5.5% for our private
label business. The sales of our low and reduced carb product lines continued at
our lower level of  expectation.  Total  revenues  from these product lines were
$1.9 million in the  six-month  period ended April 1, 2005,  $8.8 million  lower
than the prior year's six-month period, due to the higher  introductory sales of
reduced carb products last year.

Brand volume  decreases  of 12.0%  (mainly  driven by lower  reduced carb sales,
decreased Mueller's brand promotions and Golden  Grain-Mission brand declines of
36.1%) were offset by increases for private  label/club  of 6.0%.  Actual volume
declines were higher than anticipated, primarily due to the Golden Grain-Mission
re-positioning  and the loss of certain key seasonal  promotional  events in the
six-month  period because of recent service issues.  We expect that  promotional
events will generally return to original planned levels at our major accounts in
the last six months of fiscal year 2005.

We believe that the market  performance of the Golden  Grain-Mission  brand will
significantly improve during the remainder of the year based on more promotional
support and increased customer acceptance. We will continue to closely watch the
performance  of our brands as it relates to specific  customers and markets,  as
well as low price competitive events. We will tactically defend our market share
where  appropriate,  but will not  change  our  overall  strategy  of  improving
profits.

Revenues for the Institutional market decreased $6.0 million, or 11.0%, to $48.7
million for the six-month period ended April 1, 2005, from $54.8 million for the
six-month period ended April 2, 2004. Revenues decreased $8.6 million, or 15.7%,
due to volume  declines  and  increased  $2.6  million,  or 4.7%,  due to higher
average  selling  prices and changes in sales mix. The volume decline was due to
planned reductions in certain  high-volume,  low-margin  ingredient and contract
business that has been discontinued.

New Product  Development  and Start-up  Costs.  The new product  development and
start-up  costs of $2.6  million for the  six-month  period  ended April 2, 2004
related  to  our  reduced  carb  products.  These  costs  included:  formulation
development and product testing of a portfolio of low and reduced carb products;
incremental  manufacturing and logistics costs including  unplanned  downtime on
dedicated lines, efficiency losses, and excess product waste; overcoming limited
short-term   raw   material   availability   and  sourcing   issues   (blending,
transportation,  etc.); and quality assurance,  outside testing and other direct
product development costs.

Gross Profit.  Gross profit decreased $17.0 million,  or 26.5%, to $47.1 million
for the  six-month  period  ended  April 1,  2005,  from $64.0  million  for the
six-month  period ended April 2, 2004.  Gross profit was impacted by a number of
factors  compared  to the prior  year's six  months;  primarily  lower  revenues
described above,  combined with significantly  higher  transportation  costs. In
addition,  certain  operating  costs  continued at higher levels  resulting from
inefficiencies  following the restructuring.  Higher  transportation  costs have
been  experienced  primarily  due  to  the  continued   transportation  industry
environment and significantly higher fuel costs. Transportation costs during the
second  quarter,  as a percentage of revenues,  increased  from the prior year's
quarter by  approximately  170 basis  points  (6.9% of  revenues  this year,  as
compared to 5.2% of revenues last year).

Gross profit, as a percentage of revenues,  decreased to 23.6% for the six-month
period ended April 1, 2005,  from 29.8% for the six-month  period ended April 2,
2004, due to the factors discussed above.

Selling and Marketing Expense.  Selling  and marketing expense decreased
$3.8 million, or 13.6%, to $24.2 million for the six-month period ended April 1,
2005,  from $28.0  million for the  six-month  period ended April 2, 2004.  This
decrease  is  primarily  related to higher  costs  recognized  in the prior year
relating to the introduction of our reduced carb product line. In addition, such
costs decreased in the second quarter due to lower branded promotional spending,
reduced  consumer  marketing  spending  and lower  payroll  costs.  Selling  and
marketing  expense,  as a  percentage  of  revenues,  decreased to 12.1% for the
six-month  period ended April 1, 2005, from 13.0% for the comparable  prior year
period due to the reductions discussed above.

                                       15

General and Administrative  Expense.  General and administrative expense
increased  $500,000,  or 7.7%,  to $7.2 million for the  six-month  period ended
April 1, 2005, from $6.7 million for the comparable prior period.  This increase
is  primarily   attributable  to  increased  regulatory   compliance  costs  and
additional  reserves for doubtful  accounts  related to specifically  identified
uncollectible  accounts and customer deductions.  Such costs, as a percentage of
revenues,  were 3.6% and 3.1% for the six-month  periods ended April 1, 2005 and
April 2, 2004, respectively,  due to the relatively fixed nature of these costs,
combined with decreased revenue in the six-month period.

Operating Profit. Operating profit for the six-month period ended April 1, 2005,
was $15.7 million, a decrease of $13.7 million, or 46.6%, from the $29.4 million
reported  for the  six-month  period  ended  April  2,  2004.  Operating  profit
decreased,  as a percentage of revenues,  to 7.9% for the six-month period ended
April 1, 2005,  from 13.7% for the  six-month  period  ended  April 2, 2004 as a
result of the factors discussed above.

Interest Expense. Interest expense for the six-month period ended April 1, 2005,
was $8.4  million,  increasing  $2.5  million  or 41.6%,  from the $5.9  million
reported  for the  six-month  period  ended  April  2,  2004.  The  increase  is
attributable  to higher average  borrowing  rates, a higher interest rate spread
under our  lending  agreement,  and  increased  amortization  of  deferred  debt
issuance  costs.  These  increases  were  offset,  in  part,  by  lower  average
outstanding debt.

Other Income  (Expense).  Other expense for the six-month  period ended April 1,
2005 was $400,000,  consisting of a $600,000 loss on disposition of fixed assets
offset by $200,000 in other income.

Income Tax. Income tax expense for the six-month period ended April 1, 2005, was
$2.4  million,  decreasing  $5.3 million from the $7.7 million  reported for the
six-month  period ended April 2, 2004, and reflects an effective income tax rate
of approximately  35.0% and 33.0%,  respectively.  The increase in effective tax
rates is a result of the expiration of certain tax incentives  utilized in prior
years.

Net Income.  Net income for the six-month  period ended April 1, 2005,  was $4.5
million,  decreasing $11.2 million or approximately 71.5% from the $15.7 million
reported  for the six months  ended  April 2, 2004 due to the lower  revenue and
related decreased  margins and operating  profits,  as discussed above.  Diluted
earnings  per common share were $0.24 per share for the  six-month  period ended
April 1, 2005 compared to $0.84 per share for the  six-month  period ended April
2, 2004. Net income, as a percentage of net revenues, was 2.2% for the six-month
period ended April 1, 2005,  as compared to 7.3% in the same period of the prior
year.

Financial Condition and Liquidity

Our primary  sources of liquidity are cash provided by operations and borrowings
under our credit facility.  Cash and temporary  investments totaled $3.4 million
and net working capital totaled $56.1 million at April 1, 2005.

Our net cash  provided by operating  activities  totaled  $32.5 million and free
cash flow (operating cash flow less capital  expenditures,  as discussed  below)
was $21.7  million,  for the six-month  period ended April 1, 2005,  compared to
$17.4  million,  and $3.1 million for the six-month  period ended April 2, 2004,
respectively.  These increases  relate to improved  working capital  management,
which considerably more than offset the effects of reduced profitability.

Cash  used  in  investing  activities  principally  relates  to  investments  in
production and distribution,  milling and management  information system assets.
Capital  expenditures were $10.8 million for the six-month period ended April 1,
2005, and $14.3 million for the six-month period ended April 2, 2004. There were
no brand acquisition costs incurred in the six-month period ended April 1, 2005,
compared to $4.3 million spent in the comparable prior period.

Net cash used by financing activities was $22.7 million for the six-month period
ended April 1, 2005  compared to net cash  provided by financing  activities  of
$1.7 million for the six-month  period ended April 2, 2004. The $22.7 million of
cash used in the  six-month  period ended April 1, 2005, is primarily the result
of $29.1 million in principal  payments on debt and capital  lease  obligations,
and the payment of $6.8 million in dividends,  partially offset by $11.0 million
proceeds from issuance of debt used to finance operating and capital expenditure
needs and $3.1  million of proceeds  received  from the exercise of common stock
options.  The $1.7 million of cash provided in the six-month  period ended April
2, 2004,  is  primarily a result of $1.8  million in proceeds  from  issuance of
common stock with little net change in long-term debt levels.

We currently use cash  generated from  operations to fund capital  expenditures,
repayment of debt, working capital requirements and dividend payments. We expect
that future cash requirements will principally be the same.

At April 1, 2005, we had a $400 million secured credit facility  consisting of a
$300 million revolving credit facility  (including  availability for issuance of
letters of credit)  and a $100  million  term loan  facility.  The $400  million
facility  includes  $100 million  dual  currency  availability  in Euros or U.S.
dollars to finance our international business in Italy.

The facility provides for annual commitment  reductions  between October 1, 2002
and  October 2, 2005  totaling  $110  million.  The credit  facility  matures on
October 2, 2006. The total  capacity of the credit  facility was $320 million as
of April 1,  2005,  and there were  approximately  $50.9  million of  borrowings
available at that time. At April 1, 2005, we had $500,000 of outstanding letters
of credit.

                                       16

The principal  maturity terms of our $400 million  revolving credit facility are
as follows (in thousands):

                                              Amount            Date
                                              ------            ----

Scheduled Commitment Reduction                 $25,000    October 1, 2002
Scheduled Commitment Reduction                  25,000    October 1, 2003
Scheduled Commitment Reduction                  30,000    October 1, 2004
Scheduled Commitment Reduction                  30,000    October 1, 2005
Final Maturity                                 290,000    October 2, 2006
                                           -------------
                                              $400,000
                                           =============

Interest  is charged  at  LIBOR/Euribor  plus an  applicable  margin  based on a
sliding  scale of the  ratio of the  Company's  total  indebtedness  divided  by
earnings before interest,  taxes,  depreciation and amortization ("EBITDA").  In
addition,  a commitment fee is charged on the unused  facility  balance based on
the sliding scale of the Company's  total  indebtedness  divided by EBITDA.  The
stated interest per the credit facility plus the commitment fee is classified as
interest expense.

Our credit agreement contains restrictive  covenants which include,  among other
things, financial covenants requiring minimum and cumulative earnings levels and
limitations  on the payment of  dividends,  stock  purchases  and our ability to
enter into certain  contractual  arrangements.  We do not currently expect these
limitations to have a material  effect on our business or results of operations.
The Company was in  compliance  with the  restrictive  covenants  as of April 1,
2005.

We utilize  interest  rate swap  agreements  and foreign  exchange  contracts to
manage interest rate and foreign currency exposures.  The principal objective of
such financial derivative contracts is to moderate the effect of fluctuations in
interest rates and foreign  exchange  rates.  We, as a matter of policy,  do not
speculate in financial  markets and  therefore do not hold these  contracts  for
trading  purposes.  We utilize what are considered simple  instruments,  such as
forward foreign  exchange  contracts and  non-leveraged  interest rate swaps, to
accomplish our objectives.

At this time, the current and projected  borrowings under our credit facility do
not exceed the facility's available commitment.  The facility matures on October
2, 2006 and we anticipate  that any borrowings  outstanding at that time will be
refinanced. We have no other material borrowing commitments.

We believe that net cash expected to be provided by operating activities and the
cash available  through our existing  credit facility will be sufficient to meet
our expected capital and liquidity needs for the foreseeable future.

Impact of Recent  Accounting  Pronouncements - In November 2004, the FASB issued
SFAS No.  151,  "Inventory  Costs,  an  amendment  of ARB 43,  Chapter  4". This
Statement amends the guidance in ARB No. 43, Chapter 4, "Inventory  Pricing," to
clarify the accounting for abnormal amounts of idle facility  expense,  freight,
handling costs, and wasted material (spoilage) so as to require such costs to be
treated as current period charges. In addition, this Statement requires that the
allocation of fixed  overhead  costs to the  inventoriable  production  costs be
based on the normal  capacity of the  production  facilities.  The provisions of
this Statement are effective for inventory  costs  incurred  during fiscal years
beginning  after June 15, 2005.  The Company is currently  assessing  the effect
adopting SFAS No. 151 will have on its consolidated financial statements.

ITEM 3.           QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Our principal  exposure to market risk  associated  with  financial  instruments
relates to interest  rate risk  associated  with variable  rate  borrowings  and
foreign  currency  exchange rate risk  associated  with borrowings and purchases
from foreign  subsidiaries  denominated in a foreign  currency.  We occasionally
utilize simple derivative  instruments such as interest rate swaps to manage our
mix of fixed and floating  rate debt.  We had various  fixed  interest rate swap
agreements  with an aggregate  notional  amount of $110 million  outstanding  at
April 1, 2005. The estimated fair value of the interest rate swap agreements was
$500,000 and  approximates the amount we would receive due to the termination of
the swap  agreements at April 1, 2005. If interest  rates for our long-term debt
under our credit  facility had  averaged 10% more and the full amount  available
under our credit  facility  had been  outstanding  for the entire  quarter,  our
interest  expense  would have  increased,  and income  before  taxes  would have
decreased by $300,000 for the three-month period ended April 1, 2005.

At April 1, 2005, we had a net investment in our Italy  operations of (euro)43.6
million ($55.7 million). We hedge our net investment in our foreign subsidiaries
with Euro  borrowings  under our credit  facility  in the U.S. At April 1, 2005,
long-term  debt includes  obligations  of (euro)40.9  million  ($53.0  million).
Interest  on our Euro debt is at  variable  rates and  based on  Euribor  market
rates.  Changes in the U.S.  dollar  equivalent  of  Euro-based  borrowings  are
recorded as a component of the net foreign  currency  translation  adjustment in
the consolidated statement of stockholders' equity.

The  functional  currency for our Italy  operations is the Euro.  Our net annual
transactional  exposure is approximately  (euro)16.4 million ($21.3 million). We
have transactional exposure to various other European currencies,  primarily the
British  pound.  We  frequently  use forward  purchase  contracts  to hedge this
exposure.  At April 1, 2005, we have outstanding  forward contracts of (euro)8.5
million and (pound)1.0 million.

                                       17

ITEM 4.           CONTROLS AND PROCEDURES

As of the end of the period covered by this report,  Mr.  Webster,  our CEO, and
Mr. Shadid,  our CFO, evaluated our disclosure  controls and procedures.  During
fiscal year 2005,  management has been working diligently to identify and assess
the Company's disclosure controls and internal controls over financial reporting
in preparation to fulfill the requirements of Section 404 of the  Sarbanes-Oxley
Act.  Through  this  process,   we  currently  have  identified  three  material
weaknesses in internal control.  These weaknesses involve the business processes
and controls over trade  promotional  allowances and related  customer  accounts
receivable,  spare  parts  inventory,  and the  valuation  reserves  related  to
inventory.  We are developing and will implement  procedures to remediate  these
weaknesses.  As a result,  we are evaluating the financial  statement impact, if
any, of these  weaknesses.  There have been no changes in our  internal  control
over financial reporting that has materially affected or is reasonably likely to
materially affect our internal control over financial reporting.



                                       18

                           PART II - OTHER INFORMATION


ITEM 1.           LEGAL PROCEEDINGS

                  Not applicable

ITEM 2.           UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

(c) The following table provides the information  with respect to purchases made
by the Company of shares of its common stock during the second fiscal quarter of
2005:

                                                                                Total Number of      Approximate Dollar
                                                                               Shares Purchased
                                                                                  as Part of        Value of Shares that
Period                                     Total Number      Average Price   Publicly Announced    May Yet Be Purchased
------                                    Shares Purchased   Paid per Share          Plan            Under the Plan (1)
                                          ----------------   --------------          ----            -----------------

January 1 - January 14                             451(2)          $ 21.35                   --              $7,881,000
January 15 - January 19                          1,539(2)            21.45                   --              $7,881,000
January 20 - April 1
                                          -------------     -------------     -----------------
                                                      --                --                   --              $7,881,000
Total                                              1,990           $ 21.43                   --
                                          ==============    ==============    =================


(1)  On October 4, 2002 the  Company's  Board of Directors  authorized up to $20
     million to implement a common stock repurchase plan.
(2)  Shares  received  as payment  for taxes  related  to vesting of  restricted
     stock.

ITEM 3.             DEFAULTS UPON SENIOR SECURITIES

                    Not applicable

ITEM 4.             SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

                    The Annual Meeting of Shareholders  was held on February 17,
                    2005.  There  were  three  matters  submitted  to a vote  of
                    security holders.

                    The first matter was the election of directors.  Each of the
                    persons  named  in the  Proxy  Statement  as a  nominee  for
                    director  was elected to a  three-year  term ending in 2008.
                    Following are the voting results on each of the nominees for
                    director:

                      Nominees                            Votes For              Votes Withheld
                      --------                            ---------              --------------
                       Jonathan Baum                      16,535,338                  528,763
                       Robert Niehaus                     11,146,366                5,917,735
                       Richard Thompson                   16,564,505                  499,596

                  The following directors continued in office:

                      Serving Until 2006:                         Serving Until 2007:
                      -------------------                         -------------------
                        Horst Schroeder                             Tim M. Pollak
                        Mark Demetree                               William R. Patterson
                        Timothy S. Webster                          Terence C. O'Brien
                        James A. Heeter

                    The  second  matter  was  the  amendment  to  the  Company's
                    Employee   Stock   Purchase  Plan  to  increase  the  shares
                    available  under  the  Plan  from  50,000  to  100,000.  The
                    shareholder's  cast 14,281,443  votes in the affirmative and
                    124,099 votes in the negative,  shareholders  holding 37,130
                    votes abstained from voting and there were 2,621,428  broker
                    non-votes on the  amendment to the Employee  Stock  Purchase
                    Plan.

                    The  third  matter  was the  ratification  of the  Board  of
                    Directors'  selection  of Ernst & Young  LLP to serve as the
                    Company's independent auditors for the fiscal year 2005. The
                    shareholders  cast  14,301,913  votes in the affirmative and


                                       19

                    2,726,084  votes in the  negative and  shareholders  holding
                    36,103 votes  abstained from voting on the  ratification  of
                    Ernst & Young LLP as the Company's  independent auditors for
                    the fiscal year 2005.

ITEM 5.             OTHER INFORMATION

                    Not applicable

ITEM 6.             EXHIBITS

                    31.1 Certification  of CEO  Pursuant  to Section  302 of the
                         Sarbanes-Oxley Act of 2002.

                    31.2 Certification  of CFO  Pursuant  to Section  302 of the
                         Sarbanes-Oxley Act of 2002.

                    32.  Certification  of the CEO and CFO  Pursuant  to Section
                         906 of the Sarbanes-Oxley Act of 2002.


                                       20

                                   SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                           American Italian Pasta Company



May 11, 2005                               /s/ Timothy S. Webster
---------------------------                -----------------------------------------------------
Date                                       Timothy S. Webster
                                           President and Chief Executive Officer
                                           (Principal Executive Officer)




May 11, 2005                               /s/ George D. Shadid
---------------------------                -----------------------------------------------------
Date                                       George D. Shadid
                                           Executive Vice President and Chief Financial Officer
                                           (Principal Financial and Accounting Officer)






                                       21

                         AMERICAN ITALIAN PASTA COMPANY
                                  EXHIBIT INDEX



Exhibit
Number                       Description of Exhibit
-------   ----------------------------------------------------------------------`
  31.1    Certification of CEO Pursuant to Section 302 of the Sarbanes-Oxley Act
          of 2002.

  31.2    Certification of CFO Pursuant to Section 302 of the Sarbanes-Oxley Act
          of 2002.

  32.     Certification  of the CEO  and  CFO  Pursuant  to  Section  906 of the
          Sarbanes-Oxley Act of 2002.


                                       22