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)     December 15, 2006
                                                --------------------------------

                         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:

[ ] 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 3.01 Notice of Delisting  or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing


     On December 15, 2006, American Italian Pasta Company (the "Company") issued
a press release announcing that on December 15, 2006 the Company received notice
from the New York Stock Exchange (the "NYSE")  indicating  that the NYSE, due to
the  inability of the Company to file by December 31, 2006 its Annual  Report on
Form 10-K for the year ended  September  30, 2005,  will suspend  trading in the
Company's  shares  prior to the opening of trading on  Wednesday,  December  20,
2006,  and that under NYSE Rule  802.01E,  the NYSE will move  forward  with the
initiation of suspension and delisting procedures.  The Company will appeal that
decision through the process provided under the NYSE rules. In the meantime, the
Company has been advised that its shares are immediately  eligible for quotation
on the Pink  Sheets,  an  electronic  quotation  service for  securities  traded
over-the-counter, under the symbol (AITP or AITP.PK), effective with the opening
of trading on  Wednesday,  December  20,  2006.  A copy of the press  release is
attached as Exhibit 99.1 hereto and incorporated herein by reference.

Item 8.01  Other Events.

     The press release also provided an update on the restatement  process,  the
Company's liquidity and durum costs.

Item 9.01  Financial Statements and Exhibits.

            (d) Exhibits.

            99.1 Press release dated December 15, 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: December 20, 2006           AMERICAN ITALIAN PASTA COMPANY


                                       By: /s/ Paul R. Geist
                                          -----------------------------------
                                          Paul R. Geist
                                          Vice President and Corporate Controller

                                  EXHIBIT INDEX


Exhibit Number             Description
- --------------             -----------


         99.1              Press release dated December 15, 2006.

EX-99

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AMERICAN ITALIAN PASTA COMPANY                                          |NEWS
                                                                        |RELEASE

Contact: Paul Geist Vice President & Corporate Controller 816-584-5611 For Immediate Release

    AMERICAN ITALIAN PASTA COMPANY PROVIDES UPDATES ON RESTATEMENT PROCESS,
             NYSE COMPLIANCE, LIQUIDITY AND DURUM COST AND PRICING

Kansas City,  Mo.,  December 15, 2006 - American  Italian Pasta  Company  (NYSE:
PLB),  the largest  producer and marketer of dry pasta in North  America,  today
provided  an  update  on the  progress  of  the  restatement  of its  historical
financial statements and its compliance with NYSE requirements. The Company also
updated its liquidity and its response to increasing durum costs.


RESTATEMENT PROCESS

As previously  announced,  the Audit Committee's legal advisors  completed their
fact finding investigation and, with the forensic accountants, are reviewing the
information  obtained in the  investigation.  The Company has also substantially
completed its review of  historical  accounting  matters and is  finalizing  its
conclusions  and  preparing  its  fiscal  year  2005  financial  statements  and
restatements of its financial statements for fiscal year 2004 and prior periods.
The information is being reviewed by the Company's independent registered public
accounting  firm.  The Company is continuing to marshal all available  resources
and  anticipates it will file its annual report on Form 10-K for the fiscal year
ended September 30, 2005 by the end of January 2007.

The  Company  filed  with  the SEC  yesterday  a Form  12b-25  stating  that the
Company's  annual  report on Form 10-K for the fiscal year ended  September  29,
2006, was not filed by its due date of December 31, 2006. The Company  continues
to  believe  that its 2006 Form 10-K will be  completed  and filed by the end of
March 2007.

American Italian Pasta Co.
December 15, 2006
Page 2


NYSE COMPLIANCE

On June 23, 2006,  the Company  received a trading  extension  from the New York
Stock Exchange of up to six months,  through  December 31, 2006, to complete and
file its Annual  Report on Form 10-K for the year ended  September 30, 2005 with
the Securities and Exchange  Commission.  The extension was subject to review by
the NYSE on an ongoing basis.

The Company has  notified  the NYSE that it will not meet the  extended  date of
December  31,  2006.  The NYSE has  notified  the Company  that it will  suspend
trading in the  Company's  shares prior to the opening of trading on  Wednesday,
December 20,  2006,  and that under NYSE Rule 802.01E the NYSE will move forward
with the  initiation of suspension  and delisting  procedures.  The Company will
appeal that  decision  through the process  provided  under the NYSE rules.  The
Company has been advised that its shares are immediately  eligible for quotation
on the Pink  Sheets,  an  electronic  quotation  service for  securities  traded
over-the-counter, effective with the open of business on Wednesday, December 20,
2006. As a result, we expect no interruption of trading in our shares.  The NYSE
procedures will have no impact on the Company's $295 million,  five-year  credit
facility or covenants attendant thereto.

"AIPC has been working  diligently with our  independent  auditors to thoroughly
review all of the Company's financial  statements for certain periods," said Jim
Fogarty,  AIPC's CEO. "We have made substantial  progress toward concluding this
intensive  review  process  and are doing  everything  possible to ensure both a
prompt  completion and the accuracy and  credibility  of the historical  balance
sheet we will move forward with. As to changes in our stock  trading  venue,  we
will continue to pursue  appropriate  alternatives for the trading of our common
shares, but more importantly we are focused on returning to timely filing status
and continuing to improve our business."


LIQUIDITY

As we  previously  announced,  as of fiscal year end  September  29,  2006,  the
Company had total debt  outstanding  on  September  29, 2006 of $262.3  million.
Total debt, net of cash, was $239.3 million;  reflecting a reduction in net debt
of $28.2 million during fiscal 2006.

Total debt outstanding on December 13, 2006 was $254.3 million.  Total debt, net
of cash was $229.7 million,  reflecting a further  reduction in net debt of $9.6
million from fiscal year end  September 29, 2006. We note that this included our
receipt of  anti-dumping  income of  approximately  $3.0  million  from the U.S.
government  under the  Continued  Dumping and Subsidy  Offset Act of 2000. As of
December 13, 2006, the Company had total  liquidity  resources of $52.3 million,
consisting of cash on hand of $24.6  million and $27.7  million in  availability
under the Company's $30 million revolving credit facility.

American Italian Pasta Co.
December 15, 2006
Page 3

DURUM COST IMPACT

As previously  reported,  durum costs have risen  dramatically in recent months.
The price of durum, which constitutes  approximately  one-third of the Company's
cost of goods sold, has risen  approximately 34% since December 2005. To address
these  substantial  cost  increases,  the  Company has been  implementing  price
increases  in its  non-branded  business  and  recently  has advised its branded
customers that it will implement price increases in its retail branded  products
effective  February 2007,  consistent with the  competitive  market in which the
Company operates. The Company believes price increases will not fully offset the
negative  impact of increased  durum costs on the  Company's  cost of goods sold
during the fiscal year 2007,  but believes it will achieve that goal on a longer
term  basis.  In addition to  pricing,  the  Company  also is pursuing  business
growth,  further  improvements  in  its  cost  structure,   and  other  business
enhancements to assist in the offset of this durum inflation.

"AIPC has made  significant  strides over the past year," Mr. Fogarty added. "We
have been executing our strategic  business  plan,  improving our operations and
continuing to provide  outstanding  service to our customers.  We obtained a new
credit facility, stabilized our revenue base, reduced our net debt, strengthened
our liquidity,  produced strong cash flow and have been able to respond to durum
inflation by beginning to introduce price increases in line with the competitive
market. With the support of our leadership team, dedicated  employees,  lenders,
customers and suppliers, we are looking to the future."


ABOUT AIPC

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.

When used in this release,  the words "anticipate,"  "believe,"  "estimate," and
"expect"  and similar  expressions  are  intended  to  identify  forward-looking
statements, but are not the exclusive means of identifying these statements. The
statements  by the Company  regarding  the timing of filing of its 2005 and 2006
Forms 10-K,  future compliance with NYSE listing  requirements,  and durum costs
and pasta price  increases are  forward-looking.  Actual results or events could
differ  materially.  The  differences  could be caused  by a number of  factors,
including,  but not  limited  to,  the  completion  and  findings  of the  Audit
Committee  investigation,  the Company's review of its financial  statements,  a
review and/or audit of the  Company's  financial  statements by its  independent
registered public accounting firm, the SEC staff review, the conclusions reached
regarding  financial  reporting,  and  durum  market  prices  and  pasta  market
competitive factors. The Company will not update any forward-looking  statements
in this press release to reflect future events.

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