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

                                    FORM 8-K

                                 CURRENT REPORT
                     Pursuant to Section 13 OR 15(d) of the
                         Securities Exchange Act of 1934


Date of Report (Date of earliest event reported)          August 10, 2005
                                                --------------------------------

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

          Delaware                 001-13403                 84-1032638
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(State or other jurisdiction      (Commission              (IRS Employer
      of incorporation)           File Number)           Identification No.)

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

        Registrant's telephone number, including area code (816) 584-5000
                                                          ----------------------
                                 Not Applicable
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         (Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17
     CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
     CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
     Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
    Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement.

     To the extent any of the agreements described in Item 8.01 are considered a
material agreement or a material amendment to a material agreement, the
information in Item 8.01 is incorporated by reference into this Item 1.01.

Item 8.01 Other Events.

     American Italian Pasta Company (the "Company") intended to file the
agreements described below with its Form 10-Q for the fiscal quarter ended July
1, 2005 which was due August 10, 2005. As the filing of the Form 10-Q has been
delayed, the Company is filing these agreements with this Form 8-K.

(1)  On March 31, 2005, the Company entered into an amendment (the "Amendment")
     to its Employment Agreement with Warren Schmidgall dated September 1, 2002.
     The Amendment provides for continued participation in certain benefit plans
     and continued vesting of restricted stock and stock options. Mr. Schmidgall
     agreed to release the Company from any claims and to extend his
     non-competition agreement until September 30, 2009. The Amendment is hereby
     incorporated by reference and attached hereto as Exhibit 10.1.

(2)  On June 1, 2005, the Company entered into an Indemnification Agreement with
     certain of its officers and employees and all directors. Each
     Indemnification Agreement, in the form attached as Exhibit 10.2 hereto,
     provides that the Company will indemnify the officer, employee or director
     to the fullest extent permitted by Delaware law, subject to certain
     limitations. The Company agrees to advance expenses and maintain director
     and officer insurance. The agreements also describe certain procedures and
     limitations applicable to the Company's indemnification obligations. The
     form Indemnification Agreement and a schedule of the parties thereto are
     hereby incorporated by reference and attached hereto as Exhibit 10.2.

(3)  On July 19, 2005, the Company received a waiver (the "Waiver") from its
     bank group until September 16, 2005 for non-compliance with certain
     covenants contained in its Credit Agreement by and among the Company,
     various financial institutions and Bank of America, N.A., as administrative
     agent, dated as of July 16, 2001, as amended (the "Credit Agreement"). As
     part of the Waiver, the Company agreed to accelerate to the effective date
     of the Waiver a $30,000,000 reduction in the revolving credit commitment
     amount, originally scheduled for October 1, 2005. Because the resulting
     commitment amount was higher than the aggregate loans outstanding under the
     revolving line of credit, a prepayment of loans did not result from the
     reduction in the commitment amount. The Waiver is hereby incorporated by
     reference and attached hereto as Exhibit 10.3.

(4)  In July, 2005, the Board of Directors adopted an increase in the fees
     payable to the audit committee and the audit committee chairman. The
     revised Board of Directors Compensation Program is hereby incorporated by
     reference and attached hereto as Exhibit 10.4.

Item 9.01  Financial Statements and Exhibits.

     (c)  Exhibits.

     10.1 Amendment to Employment Agreement with Warren Schmidgall.

     10.2 Form of Officer and Director Indemnification Agreement and schedule of
          parties.

     10.3 Waiver under Credit Agreement.

     10.4 Board of Directors Compensation Program.

                                    SIGNATURE


     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 hereunto duly authorized.


     Date: August 16, 2005             AMERICAN ITALIAN PASTA COMPANY


                                       By:  /s/ George D. Shadid
                                          --------------------------------------
                                            George D. Shadid
                                            Chief Financial Officer

                                  EXHIBIT INDEX


Exhibit Number        Description

10.1                  Amendment to Employment Agreement with
                       Warren Schmidgall
10.2                  Form of Indemnification Agreement with Officers and
                       Directors and schedule of parties
10.3                  Waiver under Credit Agreement
10.4                  Board of Directors Compensation Program