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) June 26, 2006

AMERICAN ITALIAN PASTA COMPANY

(Exact name of registrant as specified in its charter)

Delaware	001-13403	84-1032638
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Identification Employer 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:

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

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

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

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

Item 1.02Termination of a Material Definitive Agreement.

On June 26, 2006, American Italian Pasta Company (the “Company”) announced that the Second Amended and Restated Supply Agreement by and between AIPC Sales Co., a wholly-owned subsidiary of the Company, and Sysco Corporation (“Sysco”) (the “Supply Agreement”) will terminate effective December 31, 2006. Pursuant to the terms of the Supply Agreement, Sysco gave notice that it will not renew the Supply Agreement.

Under the terms of the Supply Agreement, the Company has served as the exclusive U.S. supplier to Sysco of certain dry pasta products bearing a Sysco-owned label and sold through Sysco’s network of operating companies. In addition, the Supply Agreement grants the Company a right of first refusal to sell certain pasta products in Mexico, Canada or Europe should Sysco desire to sell into those countries.

The Supply Agreement has prohibited the Company from supplying or selling pasta to any other business, that, as its primary business, operates, or sells and delivers to institutions (such as restaurants, hospitals and schools) which provide food for consumption away from home (“Foodservice Business”). The Agreement authorizes the Company to sell directly to certain Foodservice Business customers (including military, universities and major restaurant chains), but requires that the Company make all such sales using one of Sysco’s operating companies as its exclusive agent and that the Company pay a fee to Sysco on such sales.

During the fiscal year ended September 30, 2005, the Company’s sales to Sysco accounted for approximately 11% of the Company’s revenue.

A copy of the press release of the Company announcing the termination is incorporated by reference herein and attached hereto as Exhibit 99.1.

Item 9.01Financial Statements and Exhibits.

(d) Exhibits.

99.1 Press Release of the Company dated June 26, 2006.

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 hereunto duly authorized.

Date:  June 30, 2006	AMERICAN ITALIAN PASTA COMPANY
	By:	/s/  George D. Shadid
		George D. Shadid
		Chief Financial Officer

EXHIBIT INDEX

Exhibit Number	Description
99.1	Press Release of the Company dated June 26, 2006.

EX-99.1

AMERICAN ITALIAN PASTA COMPANY NEWS RELEASE

Contact: George Shadid – EVP & Chief Financial Officer 816-584-5621 gshadid@aipc.com

FOR IMMEDIATE RELEASE

AMERICAN ITALIAN PASTA COMPANY

ANNOUNCES CHANGES TO ITS SYSCO RELATIONSHIP

AIPC Expects to Continue to Service SYSCO Operating Companies While Also

Pursuing the Approximately 75% of Food Service Market Not Serviced by SYSCO

KANSAS CITY, MO, June 26, 2006 --- American Italian Pasta Company (NYSE: PLB), the largest producer and marketer of dry pasta in North America, announced that its mutually exclusive contract with SYSCO Corporation (“SYSCO”) for the supply of pasta bearing a SYSCO owned label will terminate at the end of 2006. The Company expects to continue to supply pasta to the SYSCO network of operating companies as a non-exclusive qualified supplier, while pursuing the approximately 75% of the food service market not serviced by SYSCO.

Under the terms of the SYSCO contract, the Company has been precluded from pursuing other food service providers. These other providers present a market opportunity of approximately 375 million pounds of pasta annually. During the fiscal year ended September 30, 2005, sales to SYSCO accounted for approximately 11% of the Company’s revenue.

The Company also will be free to service major restaurant and hotel chains and other multi-unit entities, without seeking the prior approval of SYSCO, which has been required under the existing contract. In addition, the Company will be able to supply private label pasta and sell its own brands into the food service channel.

“AIPC has had a strong, long-standing relationship with SYSCO and its operating companies and we are looking forward to continuing to be a key supplier to SYSCO,” said Jim Fogarty, Chief Executive Officer of AIPC. “Going forward, we also will be able to provide all other major food distributors and multi-unit accounts with our high quality pasta products marketed under both private label and AIPC’s own brands.”

American Italian Pasta Company

June 26, 2006

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“Given the outstanding business we have built in the retail private label market, we are excited about pursuing this market opportunity, forming relationships with these customers and continuing to demonstrate the outstanding service levels and quality that our current customers have come to know and rely upon,” he added, noting that AIPC services more than 50% of the retail private label market.

Jerry Dear, executive vice president of AIPC, said, “We look forward to our continued success with SYSCO and its operating companies and to leveraging our food service expertise to expand our business in this growing segment of the industry. Over these next several months we will focus on developing our infrastructure to maximize these opportunities.”

Founded in 1988 and based in Kansas City, Missouri, American Italian Pasta Company is the largest producer and marketer of dry pasta in North America. The Company has four plants that are located in Excelsior Springs, Missouri; Columbia, South Carolina; Tolleson, Arizona and Verolanuova, Italy. The Company has approximately 600 employees located in the United States and Italy.

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