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)        October 26, 2007
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                         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 1.01  Entry into a Material Definitive Agreement.

     On October 26, 2007, American Italian Pasta Company (the "Company") entered
into a Stipulation of Settlement (the "Stipulation") with lead plaintiffs in the
pending federal securities class action lawsuit.

     The  settlement  resolves  federal  securities  law claims  asserted in the
consolidated  class action  pending in federal court in Kansas City styled In re
American    Italian   Pasta   Company    Securities    Litigation    (Case   No.
05-CV-0725-W-ODS).  The  federal  securities  law  claims  will be  settled  for
approximately  $25 million,  comprised of $11 million in cash, all of which will
be  contributed  by the  Company's  insurers,  and $14 million in the  Company's
common shares.  Claims  asserted  against the Company's  independent  registered
public accounting firm, Ernst & Young,  LLP, are not part of the settlement.  In
addition,  derivative  claims asserted in separate  lawsuits against the Company
and certain of its former and current officers and directors are not part of the
settlement and remain pending.

     The Company,  with the approval of its Board of Directors,  determined that
the settlement is in its best interests and that of its shareholders  because it
halts the substantial  expense,  uncertainty,  inconvenience  and distraction of
continued  litigation.  The  settlement  applies to the  Company  and all of the
individual  defendants  including  several  current  and  former  directors  and
officers of the Company, and involves no admission of fault or wrongdoing by the
Company or any individual defendant.

     The  Stipulation  must be  approved  by the  Court  before  it will  become
effective.  The Court's  approval  process has several steps. The Stipulation is
first  presented  to the Court for  preliminary  approval.  If the Court  grants
preliminary  approval  of the  Stipulation,  then there will  follow a period in
which  notice of the  settlement  terms and  claims  administration  process  is
provided to all potential  class members of the settlement.  A fairness  hearing
will be held at which the Court  will  judge the  fairness,  reasonableness  and
adequacy of the settlement,  including payment of lead plaintiff  counsel's fees
and  expenses,  and at which any  objections  will be heard.  If the Court  then
grants final approval of the settlement,  it will enter an order  dismissing the
claims in the lawsuit with prejudice.  The Court's decision can be appealed.  If
the settlement  becomes  effective,  the settlement  fund, less various costs of
administration and plaintiff's costs and attorney's fees, will be distributed to
class members who have filed an approved claim.

     The Stipulation  applies to a class consisting of all persons who purchased
the  Company's  common  shares on or after January 23, 2002 and who continued to
hold such shares on August 9, 2005 and all persons who  purchased  the Company's
common  shares on or after August 10, 2005 who  continued to hold such shares as
of August 17, 2005.  Under the settlement,  the Company's  common shares will be
part of both the proposed fee award to plaintiff's  counsel and consideration to
be distributed to the class.

     The Company's  settlement  includes $14 million in common shares,  with the
number of shares  distributed in accordance with the  Stipulation.  If the share
price,  at the time the Court  authorizes  distribution  is less than  $9.60 but
equal to or greater than

$6.50,  the  Company  will be required to issue the number of shares to maintain
the $14 million  value as adjusted for  plaintiff  counsel's  fee award.  If the
share price at the time the Court  authorizes  distribution  is less than $6.50,
the Company  will be required to issue the number of shares that would be needed
to maintain the $14 million  value based on a share price of $6.50,  as adjusted
for  counsel  fees.  However,  if the share price falls below $6.50 prior to the
Court's  final  approval,   lead  plaintiff  has  the  right  to  terminate  the
settlement,  but the Company will have the option to maintain the  settlement by
issuing  the number of shares to provide  for the $14  million  value.  If after
final approval, but before the Court approves the distribution to the class, the
share price falls below $7.00 per share,  lead plaintiff has the right to demand
early issuance of the shares for the benefit of the class. Alternatively, should
the share price increase above $9.60, the Stipulation provides for an allocation
of the increase such that total value of the  securities  issued could result in
as much as, but not more than $17.7 million.

     At the closing share price of $9.00 on October 26, 2007,  the Company would
be required to issue  approximately  1,556,000  common shares to satisfy the $14
million  portion  of the  settlement  had  the  Stipulation  been  approved  and
distribution  made to the  class  and its  counsel  at this  time.  The  Company
currently has approximately 18.7 million common shares outstanding.  The Company
has recorded the $25 million  settlement in its fiscal year ending September 30,
2005,  which will result in a $14 million  pre-tax charge to expense,  net of an
$11 million recovery from insurers.  The $14 million non-cash charge  represents
the  estimated  fair value of the common  shares to be issued.  The  Company has
recorded a related receivable from its insurers in the amount of $11 million, as
well as a liability  in the amount of $25  million  representing  the  aggregate
value of the  securities  to be issued by the Company and the cash to be paid by
the insurers.  The provision  for  settlement  costs will be adjusted to reflect
changes in the fair value of the securities until they are issued to plaintiff's
counsel and the class as provided in the Stipulation.

     The above is a brief summary of the Stipulation.  This summary is qualified
in its  entirety by reference  to the  Stipulation,  a copy of which is filed as
Exhibit 10.1 hereto and incorporated  herein by reference.  The Company issued a
press release on October 29, 2007 announcing the Stipulation.

Item 8.01  Other Events.

     The press release also addressed  current durum wheat market conditions and
announced the additional retirement of debt under the Company's credit facility.
The press release is attached as Exhibit 99.1 hereto and incorporated  herein by
reference.

Item 9.01  Financial Statements and Exhibits.

     (d)    Exhibits.

     10.1   Stipulation of Settlement dated October 26, 2007.

     99.1   Press Release dated October 29, 2007.

                                   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: October 29, 2007            AMERICAN ITALIAN PASTA COMPANY


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

                                  EXHIBIT INDEX


Exhibit Number    Description

     10.1         Stipulation of Settlement dated October 26, 2007.

     99.1         Press Release dated October 29, 2007.