8-K

                                  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)        September 15, 2005
                                                --------------------------------

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

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

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

     Registrant's telephone number, including area code      (816) 584-5000
                                                       -------------------------
                                 Not Applicable
- --------------------------------------------------------------------------------
         (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:

[ ] 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.

         On September 15, 2005,  American  Italian Pasta Company (the "Company")
received a waiver (the "Waiver") from its bank group under the 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") for (i)  non-compliance  with certain  financial  covenants
contained in the Credit  Agreement for the fiscal periods ended July 1, 2005 and
September  30,  2005,  (ii) the failure of the  Company to comply  with  Section
10.2(i)  of the  Credit  Agreement  or the  inaccuracy  of  representations  and
warranties in the Credit  Agreement or  certificates  delivered  pursuant to the
Credit Agreement with respect to financial  statements  previously  delivered to
the administrative agent or any lender pursuant to the Credit Agreement,  to the
extent  arising out of matters  described  by the  Company in its press  release
dated August 9, 2005 and in certain discussions with the lenders (the "Disclosed
Matters"),  and (iii) the failure by the Company to deliver financial statements
and compliance  certificates  for the fiscal quarter ended July 1, 2005, so long
as such  financial  statements,  certain  representations  and  calculations  of
financial covenants in the Credit Agreement are delivered by September 19, 2005.
These financial  statements and financial  covenant  calculations  will not take
into  account  adjustments  resulting  or  that  may  result  from  the  pending
investigation   by  the  Company's  audit   committee,   normal  year-end  audit
adjustments and adjustments that may result from the Disclosed Matters.

         The Waiver is effective  until the earliest to occur of (i) the failure
to  deliver  the  July 1,  2005  financial  statements  and  financial  covenant
calculations  as described  above,  (ii) the  occurrence of any event of default
under the Credit  Agreement  other than  those  events of default  waived by the
Waiver,  (iii)  December 16, 2005 and (iv) the date of the  effectiveness  of an
amendment to the Credit Agreement amending the financial  covenants described in
the Waiver.

         The Company also agreed that until the  expiration of the Waiver and at
any time  thereafter  during the  existence of an event of default,  the Company
will not make any dividend  payments or  repurchases  of common stock other than
repurchases under certain employee benefit plans and arrangements.

         The Waiver is incorporated  by reference  herein and attached hereto as
Exhibit 10.1.

Item 9.01  Financial Statements and Exhibits.

            (c)   Exhibits.

            10.1       Waiver under Credit Agreement dated September 15, 2005.

                                    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:  September 19, 2005        AMERICAN ITALIAN PASTA COMPANY


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

                                  EXHIBIT INDEX


Exhibit Number       Description

10.1                 Waiver under Credit Agreement dated September 15, 2005

EX-10

                               September 15, 2005

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

         Re:      Waivers under Credit Agreement

Ladies/Gentlemen:

         Please refer to the Credit Agreement dated as of July 16, 2001 (as
previously amended or otherwise modified, the "Credit Agreement") among American
Italian Pasta Company (the "Company"), various financial institutions and Bank
of America, N.A., as administrative agent (in such capacity, the "Administrative
Agent"). Capitalized terms used but not otherwise defined herein shall have the
respective meanings given to them in the Credit Agreement.

         At the request of the Company, the Required Lenders waive until the
Waiver Termination Date (as defined below) any Event of Default (collectively,
the "Known Defaults") arising from (a) the failure of the Company to comply with
Section 10.6.1 (Minimum Fixed Charge Coverage Ratio), 10.6.2 (Maximum Leverage
Ratio) and 10.6.4 (Minimum EBITDA) of the Credit Agreement for the Computation
Period ended July 1, 2005 and the Computation Period ending September 30, 2005,
(b) the failure of the Company to comply with Section 10.2(i) of the Credit
Agreement or the inaccuracy of the representation and warranty in Section 9.4 of
the Credit Agreement or of any certificate delivered pursuant to Section 10.1.1,
10.1.2 or 10.1.3 with respect to any financial statements previously delivered
by the Company to the Administrative Agent or any Lender pursuant to the Credit
Agreement, in each case to the extent arising out of the matters described by
the Company in its press release dated August 9, 2005 and in conference calls
with the Lenders held on July 12, 2005, August 11, 2005 and September 8, 2005
(the "Disclosed Matters"), and (c) the failure by the Company to deliver
financial statements and the corresponding compliance certificate pursuant to
Sections 10.1.2 and 10.1.3 of the Credit Agreement for the Fiscal Quarter ended
July 1, 2005 so long as, in the case of this clause (c), the Company delivers to
the Administrative Agent and the Lenders, not later than September 19, 2005,
financial statements for such Fiscal Quarter together with (i) a statement to
the effect that such financial statements accurately set forth the financial
condition and results of operations of the Company and its Subsidiaries for, and
as of the end of, such Fiscal Quarter, without giving effect to the Permitted
Adjustments (as defined below) and (ii) calculations in reasonable detail (but
without giving effect to the Permitted Adjustments) of the financial covenants
set forth in Section 10.6 of the Credit Agreement as of the last day of such
Fiscal Quarter. For purposes of the foregoing, "Permitted Adjustments" means (x)
adjustments resulting (or that may result) from the pending investigation by the
audit committee of the Company's board of directors, (y) adjustments that may
result from the Disclosed Matters and (z) normal year-end audit adjustments.

         As used herein, "Waiver Termination Date" means the earliest to occur
of (i) failure of the Company to comply with the requirements set forth in
clause (c) of the preceding paragraph, (ii) the occurrence of any Event of
Default or Unmatured Event of Default other than the Known

Defaults, (iii) December 16, 2005 and (iv) the date of the effectiveness of an
amendment to the Credit Agreement amending the financial covenants set forth in
clause (a) of the preceding paragraph. The Company acknowledges that (absent the
Required Lenders granting, in their sole and complete discretion, a subsequent
waiver or amendment), immediate Events of Default shall exist on the Waiver
Termination Date as a result of (x) the Known Defaults and (y) any other
then-existing event that constitutes an Event of Default.

         In consideration of the waivers set forth above, the Company agrees
with the Lenders that, during the Waiver Period and at any time thereafter
during the existence of an Event of Default, the Company will not, and will not
permit any Subsidiary to, make any Restricted Payment of the type described in
clause (iii) of the proviso to Section 10.10 of the Credit Agreement, other than
repurchases of the Company's capital stock (a) from current or former employees
of the Company or any Subsidiary pursuant to the American Italian Pasta Company
2000 Equity Incentive Plan, (b) from the Company's 401-k plan and (c) pursuant
to the terms of any other employee benefit arrangement as in effect prior to
September 1, 2005.

         This waiver letter is limited to the matters specifically set forth
herein and shall not be deemed to constitute a waiver, consent or amendment with
respect to any other matter whatsoever. Except as specifically set forth herein,
the Credit Agreement shall remain in full force and effect and is hereby
ratified in all respects.

         This waiver letter shall become effective when the Administrative Agent
has received (a) counterparts hereof executed by the Required Lenders and
acknowledged by the Company and each Guarantor and (b) a waiver fee for each
Lender that, on or prior to 5:00 p.m. (Chicago time) on September 15, 2005,
delivers an executed counterpart hereof to the Administrative Agent, such waiver
fee to equal 0.10% of the sum of (i) the outstanding principal amount of such
Lender's Term Loan and (ii) such Lender's Revolving Commitment.

         This waiver letter may be executed in counterparts and by the parties
hereto on separate counterparts. A signature page hereto delivered by facsimile
shall be effective as delivery of an original counterpart.

         This letter agreement shall be a contract made under and governed by
the laws of the State of Illinois applicable to contracts made and to be
performed entirely within such State.



                                       BANK OF AMERICA, N.A., as Administrative
                                       Agent


                                       By:  /s/ Jeffrey T. White
                                          --------------------------------------
                                       Name:  Jeffery T. White
                                       Title:  Assistant Vice President

                                       BANK OF AMERICA, N.A., as a Lender


                                       By:  /s/ John P. Mills
                                          --------------------------------------
                                       Name:  John P. Mills
                                       Title:  Vice President


                                       JPMORGAN CHASE BANK, N.A. (f/k/a Bank
                                       One, NA), as Documentation Agent and as a
                                       Lender


                                       By:  /s/ Danielle M. Clarke
                                          --------------------------------------
                                       Name:  Danielle M. Clarke
                                       Title:  Vice President


                                       U.S. BANK NATIONAL
                                       ASSOCIATION, as Syndication
                                       Agent and as a Lender


                                       By:  /s/ Edward C. Lyss
                                          --------------------------------------
                                       Name:  Edward C. Lyss
                                       Title:  Vice President

                                       ING CAPITAL LLC


                                       By:  /s/ Dan Lamprecht
                                          --------------------------------------
                                       Name:  Dan Lamprecht
                                       Title:  Managing Director

                                       By:
                                          --------------------------------------
                                       Name:
                                            ------------------------------------
                                       Title:
                                             -----------------------------------


                                       KEYBANK NATIONAL ASSOCIATION, as Co-Agent
                                       and as a Lender


                                       By:
                                          --------------------------------------
                                       Name:
                                            ------------------------------------
                                       Title:
                                             -----------------------------------

                                       COOPERATIEVE CENTRALE RAIFFEISEN-
                                       BOERENLEENBANK B.A., "RABOBANK
                                       NEDERLAND", NEW YORK BRANCH, as Co-Agent
                                       and as a Lender


                                       By:  /s/ Brad Peterson
                                          --------------------------------------
                                       Name:  Brad Peterson
                                       Title:  Executive Director

                                       By:  /s/ Brett Delfino
                                          --------------------------------------
                                       Name:  Brett Delfino
                                       Title:  Executive Director


                                       WELLS FARGO BANK, N.A., as Co-Agent and
                                       as a Lender


                                       By:  /s/ Christopher K. Porter
                                          --------------------------------------
                                       Name:  Christopher K. Porter
                                       Title:  Vice President

                                       BANCA NAZIONALE DEL LAVORO S.P.A.


                                       By:  /s/ Filippo Cattaneo
                                          --------------------------------------
                                       Name:  Filippo Cattaneo
                                       Title:  Relationship Manager

                                       By:  /s/ Francesco Di Mario
                                          --------------------------------------
                                       Name:  Francesco Di Mario
                                       Title:  Senior Manager


                                       THE BANK OF NEW YORK


                                       By:  /s/ Mark Wrigley
                                          --------------------------------------
                                       Name:  Mark Wrigley
                                       Title:  Vice President

                                       COMERICA BANK

                                       By:
                                          --------------------------------------
                                       Name:
                                            ------------------------------------
                                       Title:
                                             -----------------------------------



                                       COMMERCE BANK, N.A.


                                       By:  /s/ Wayne C. Lewis
                                          --------------------------------------
                                       Name:  Wayne C. Lewis
                                       Title:  Vice President



                                       SUNTRUST BANK, as Co-Agent and as a
                                       Lender


                                       By:  /s/ Hugh E. Brown
                                          --------------------------------------
                                       Name:  Hugh E. Brown
                                       Title:  Vice President


                                       UNICREDITO ITALIANO


                                       By:
                                          --------------------------------------
                                       Name:
                                            ------------------------------------
                                       Title:
                                             -----------------------------------

                                       By:
                                          --------------------------------------
                                       Name:
                                            ------------------------------------
                                       Title:
                                             -----------------------------------


                                       UMB BANK, N.A.


                                       By:  /s/ David A. Proffitt
                                          --------------------------------------
                                       Name:  David A. Proffitt
                                       Title:  Senior Vice President

                                       COBANK, ACB


                                       By:  /s/ S. Richard Dill
                                          --------------------------------------
                                       Name:  S. Richard Dill
                                       Title:  Vice President


                                       FARM CREDIT SERVICES OF MINNESOTA VALLEY
                                       PCA D/B/A FCS COMMERCIAL FINANCE GROUP


                                       By:  /s/ Jeremy Voigts
                                          --------------------------------------
                                       Name:  Jeremy Voigts
                                       Title:  Commercial Loan Officer


                                       AGFIRST, FCB


                                       By:  /s/ Bruce B. Fortner
                                          --------------------------------------
                                       Name:  Bruce B. Fortner
                                       Title:  Vice President

                                       U.S. AGBANK, FCB (f/k/a Farm Credit Bank
                                       of Wichita)


                                       By:  /s/ Greg E. Somerhalder
                                          --------------------------------------
                                       Name:  Greg E. Somerhalder
                                       Title:  Vice President


                                       FARM CREDIT SERVICES OF AMERICA, PCA


                                       By:  /s/ Gary Mazow
                                          --------------------------------------
                                       Name:  Gary Mazow
                                       Title:  Vice President

                                       GREENSTONE FARM CREDIT SERVICES, FLCA


                                       By:  /s/ Alfred S. Compton, Jr.
                                          --------------------------------------
                                       Name:  Alfred S. Compton, Jr.
                                       Title:  Vice President-Lending Officer


                                       NORTHWEST FARM CREDIT SERVICES, PCA


                                       By:  /s/ Jim D. Allen
                                          --------------------------------------
                                       Name:  Jim D. Allen
                                       Title:  Senior Vice President


                                       Canadian Imperial Bank of Commerce


                                       By:  /s/ John O'Dowd
                                          --------------------------------------
                                       Name:  John O'Dowd
                                       Title:  Authorized Signatory

                                       By:  /s/ Milena Grgic
                                          --------------------------------------
                                       Name:  Milena Grgic
                                       Title:  Authorized Signatory

                                           /s/ James J. Zenni, Jr.
                                       -----------------------------------------
                                       BDC FINANCE, LLC

                                       Name:  James J. Zenni, Jr.
                                       Title:  Director


                                       DEUTSCHE BANK AG NEW YORK BRANCH
                                       By:  DBServices New Jersey, Inc.


                                       By:  /s/ Deirdre Whorton
                                          --------------------------------------
                                       Name:  Deirdre Whorton
                                       Title:  Assistant Vice President

                                       By:  /s/ Edward Schaffer
                                          --------------------------------------
                                       Name:  Edward Schaffer
                                       Title:    Vice President

                                       Farm Credit Services of Missouri, PCA


                                       By:  /s/ Lee Fuchs
                                          --------------------------------------
                                       Name:  Lee Fuchs
                                       Title:  Vice President, Capital Markets


                                       Citigroup Financial Products, Inc.


                                       By:  /s/  Vincent Farrell
                                          --------------------------------------
                                       Name:  Vincent Farrell
                                       Title:  Authorized Signatory

ACKNOWLEDGED AND AGREED:

AMERICAN ITALIAN PASTA COMPANY


By:  /s/ Tim Webster
   --------------------------------------
Name:  Tim Webster
Title:  President & CEO

AIPC FINANCE, INC.


By:  /s/ George Shadid
   --------------------------------------
Name:  George Shadid
Title:  Authorized Agent

AIPC SALES CO.


By:  /s/ Tim Webster
   --------------------------------------
Name:  Tim Webster
Title:  President & CEO

AIPC WISCONSIN, LIMITED PARTNERSHIP

By:  America Italian Pasta Company, its General Partner


      By:  /s/ Tim Webster
         --------------------------------------
      Name:  Tim Webster
      Title:  President & CEO


AIPC MISSOURI, LLC

By:  American Italian Pasta Company, its Managing Member


     By:  /s/ Tim Webster
        --------------------------------------
     Name:  Tim Webster
     Title:  President & CEO


AIPC SOUTH CAROLINA, INC.


By:  /s/ George Shadid
   --------------------------------------
Name:  George Shadid
Title:  Authorized Agent


AIPC ARIZONA, LLC

By:  AIPC Finance, Inc., its sole Member


     By:  /s/ George Shadid
        --------------------------------------
     Name:  George Shadid
     Title:  Authorized Agent