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 27, 2007
                                                --------------------------------

                         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 December 27, 2007,  American  Italian Pasta Company (the  "Company")
executed a Second Amendment (the "Amendment") to the Amended and Restated Credit
Agreement, dated as of March 13, 2006, as previously amended, by and between the
Company, various financial institutions and Bank of America, N.A., as lender and
administrative agent.

         The terms of the Amendment  provide,  among other things, the extension
of certain financial reporting  covenants.  Under the Amendment,  the Company is
required  to deliver  its fiscal  2005,  fiscal  2006 and  fiscal  2007  audited
financial  statements  to the lenders by June 30,  2008. If the Company does not
file these  statements by June 30, 2008, the lenders could declare a default and
could impose default interest on the Company.

         The Amendment also lowers the interest the Company  currently pays from
LIBOR plus 600 basis  points to LIBOR plus 550 basis  points  upon  delivery  of
fiscal 2005, fiscal 2006 and fiscal 2007 audited financial statements.

         The Amendment also revised the definition of consolidated EBITDA.

         The Amendment is attached hereto as Exhibit 4.1 and incorporated herein
by reference. The foregoing summary is qualified in its entirety by reference to
the Amendment.

Item 8.01  Other Events.

         On December 28, 2007, the Company issued a press release announcing the
Amendment and  discussing  durum wheat market  conditions.  The press release is
attached as Exhibit 99.1 hereto and incorporated herein by reference.

Item 9.01  Financial Statements and Exhibits.

            (d) Exhibits.

            4.1       Second  Amendment,  dated as of December 27, 2007,  to the
                      Amended and Restated Credit  Agreement,  dated as of March
                      13,  2006,  as  previously  amended,  by and  between  the
                      Company,   various  financial  institutions  and  Bank  of
                      America, N.A., as lender and administrative agent.

           99.1       Press release dated December 28, 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: December 31, 2007           AMERICAN ITALIAN PASTA COMPANY


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

                                  EXHIBIT INDEX


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


         4.1                        Second  Amendment,  dated as of December 27,
                                    2007,  to the  Amended and  Restated  Credit
                                    Agreement,  dated as of March 13,  2006,  as
                                    previously   amended,  by  and  between  the
                                    Company,  various financial institutions and
                                    Bank  of  America,   N.A.,   as  lender  and
                                    administrative agent.

         99.1                       Press release dated December 28, 2007.

EX-4

                                                                [CONFORMED COPY]


                                SECOND AMENDMENT

         THIS SECOND AMENDMENT dated as of December 27, 2007 (this  "Amendment")
amends the Amended and Restated Credit  Agreement dated as of March 13, 2006 (as
previously amended, the "Credit Agreement") among American Italian Pasta Company
(the  "Company"),  various  financial  institutions  (the "Lenders") and Bank of
America,  N.A., as administrative  agent (in such capacity,  the "Administrative
Agent").  Capitalized  terms  used but not  otherwise  defined  herein  have the
respective meanings given to them in the Credit Agreement.

         WHEREAS,  the parties  hereto  desire to amend the Credit  Agreement in
certain respects as more fully set forth herein;

         NOW, THEREFORE, the parties hereto agree as follows:

         SECTION 1 Amendments.  On the Amendment  Effective Date (as defined
below), theCredit Agreement shall be amended as follows:

        1.1      Amendments to Section 1.1.  Section 1.1 is amended as follows:

         (a)  The  definitions  of  Applicable  Base  Rate  Margin,   Applicable
Eurodollar  Margin,  Consolidated  EBITDA and Pricing  Reset Date are amended in
their entirety to read as follows, respectively:

                  Applicable  Base Rate Margin  means (i)  initially,  5.00% per
         annum; and (ii) beginning on the Pricing Reset Date, 4.50% per annum.

                  Applicable  Eurodollar  Margin means (i) initially,  6.00% per
         annum; and (ii) beginning on the Pricing Reset Date, 5.50% per annum.

                  Consolidated EBITDA means, with respect to the Company and its
         Subsidiaries for any Computation  Period, an amount equal to the result
         of

                  (a) Consolidated Net Income for such period; plus

                  (b) to the extent  deducted in determining  such  Consolidated
         Net Income, (i) Interest Expense, income tax expense,  depreciation and
         amortization,  (ii) Pending  Matters Costs and/or the fees and expenses
         relating to the engagement of the Management Consultant;  provided that
         the  Company  may only  include,  of such  Pending  Matters  Costs  and
         Management  Consultant  fees and expenses  incurred after the Effective
         Time,  up to a maximum  amount equal to the Pending  Matters Costs Cap;
         (iii) non-cash and cash items relating to the matters  disclosed in the
         Company's August 9, 2005 press release,  the Company's October 27, 2005
         press release,  the Company's February 14, 2006 press release,  and the
         subsequent  oral update by the  Company to the Lenders on February  28,
         2006, (iv) cash settlements,  judgments,  and penalties relating to the
         Pending Matters (other than  accounting  matters in connection with the
         Pending  Matter 1) incurred  after the

          Effective  Time up to a maximum  amount  equal to the Pending  Matters
          Settlement Cap, (v) all non-cash  expenses  related to the granting of
          stock-based   compensation  to  members  of  the  Company's  Board  of
          Directors, officers and employees of the Company and its Subsidiaries,
          (vi) non-cash losses from the write-down of fixed or intangible assets
          (excluding  non-cash losses that result in an accrual of a reserve for
          cash charges in any future period),  (vii) losses from the sale by the
          Company  or any  Subsidiary  of fixed  or  intangible  assets,  (viii)
          extraordinary   losses,   (ix)  casualty  losses  and  (x)  the  first
          $5,000,000 of Pending  Matters  Costs  incurred by the Company and its
          Subsidiaries after September 29, 2007 (including  out-of-pocket  costs
          and expenses arising out of the Company's  pending  restatement of its
          2005 and 2006 audited financial  statements),  including related legal
          fees,  accounting fees and costs  (including for temporary  accounting
          services),  public  relations fees and fees of the Audit  Committee of
          the Board of Directors,  but excluding  amounts paid to the Management
          Consultant; minus

                  (c) to the extent  included in determining  such  Consolidated
         Net Income, (i) gains from the sale by the Company or any Subsidiary of
         fixed or intangible assets,  (ii)  extraordinary  gains, (iii) casualty
         gains,  and (iv) net revenue  relating to the granting of stock options
         that would not  otherwise  be  required  to be treated as  expenses  in
         accordance with GAAP;

         provided that, for purposes of determining Consolidated EBITDA, (A) the
         consolidated  net income of any Person (or division or similar business
         unit)  acquired  by the  Company or any  Subsidiary  during such period
         (plus,  to the extent  deducted in determining  such  consolidated  net
         income,  interest  expense,   income  tax  expense,   depreciation  and
         amortization  of such Person (or  division or business  unit)) shall be
         included on a pro forma  basis for the portion of such period  prior to
         the  date  of  such   Acquisition  (as  if  the  consummation  of  such
         Acquisition  and the incurrence or assumption of any Debt in connection
         therewith  occurred  on the  first  day of  such  period)  and  (B) the
         consolidated  net income of any Person (or division or similar business
         unit) disposed of by the Company or any  Subsidiary  during such period
         (plus,  to the extent  deducted in determining  such  consolidated  net
         income,  interest  expense,   income  tax  expense,   depreciation  and
         amortization  of such Person (or  division or business  unit)) shall be
         excluded on a pro forma  basis for the portion of such period  prior to
         the  date  of  such   disposition  (as  if  the  consummation  of  such
         disposition occurred on the first day of such period).

                  Pricing Reset Date means the third  Business Day following the
         date on which the Company has delivered  copies of annual audit reports
         of the Company and its  Subsidiaries  for Fiscal  Years 2005,  2006 and
         2007 that satisfy the applicable requirements of Section 10.1.1.

         (b) The definition of "2005/2006 Audit Delivery Deadline" is deleted.

                                      -2-

     (c) The  following  definition  of "Audit  Delivery  Deadline"  is added in
appropriate alphabetical sequence:

                  Audit Delivery Deadline - see Schedule 1.2.

     1.2 Amendment to Section 10.1.1.  The opening text of Section 10.1.1 (up to
but not  including  the first  comma  therein)  is deleted  and  replaced by the
following:

          Promptly when  available and in any event not later than (a) the Audit
     Delivery  Deadline with respect to Fiscal Years 2005, 2006 and 2007 and (b)
     December  31  following  the  end of each  Fiscal  Year  ending  thereafter
     (commencing with Fiscal Year 2008)

     1.3  Amendments  to Schedule  1.2.  Schedule 1.2 is amended by deleting the
definition of "2005/2006  Audit  Delivery  Deadline" and inserting the following
definition of "Audit Delivery Deadline": in appropriate alphabetical sequence:

                  Audit Delivery Deadline means June 30, 2008.

     1.4 Deletion of Schedule. Schedule 1.3 is deleted in its entirety.


     SECTION 2  Representations  and  Warranties.  The  Company  represents  and
warrants to the Administrative Agent and the Lenders that:

     (a) the  warranties  of the  Company  contained  in Section 9 of the Credit
Agreement  are true and correct in all material  respects on the date hereof and
will be true and  correct  on the date of the  effectiveness  of this  Amendment
(except to the extent that any  warranty  relates to an earlier  date,  in which
case such warranty was true and correct as of such earlier date);

     (b) no Event of Default or Unmatured Event of Default exists.

     SECTION 3 EffectivenUess.  This Amendment shall become effective on the date
(the  "Amendment  Effective  Date")  when the  Administrative  Agent  shall have
received the following:

     (a) a counterpart of this Amendment signed by the Company;

     (b) a Second Amendment  Addendum  substantially in the form of Exhibit A (a
"Second Amendment Addendum") signed by each Lender;

     (c) evidence  that the Company has paid all accrued and  invoiced  fees and
expenses of the  Administrative  Agent and the  Arranger  (including  reasonable
attorneys' fees);

     (d) a  Confirmation  substantially  in the form of Exhibit B signed by each
Loan Party;

     (e) an amendment  fee for the account of each Lender that delivers a signed
counterpart hereof to the Administrative  Agent prior to 5:00 pm, New York time,
on December 27,  2007,  such fee to be in an amount equal to 0.20% of the sum of
(i) the  amount of such

                                      -3-

Lender's  Revolving  Commitment plus (ii) the current  principal  amount of such
Lender's Term Loan; and

     (f)  such  other  documents  as the  Administrative  Agent  may  reasonably
request.

     SECTION 4 Miscellaneous.


     4.1 Continuing Effectiveness,  etc. As herein amended, the Credit Agreement
shall remain in full force and effect and is hereby  ratified  and  confirmed in
all respects.  After the effectiveness of this Amendment,  all references in the
Credit  Agreement  to "this  Agreement"  and in the other Loan  Documents to the
"Credit  Agreement"  or similar  terms  shall refer to the Credit  Agreement  as
amended hereby.

     4.2  Counterparts.  This  Amendment  may  be  executed  in  any  number  of
counterparts  and by the different  parties on separate  counterparts,  and each
such  counterpart  shall be deemed to be an original  but all such  counterparts
shall  together  constitute  one  and  the  same  Amendment.   Delivery  to  the
Administrative  Agent of a counterpart  hereof,  or a signature page hereto or a
Second  Amendment  Addendum,  by  facsimile  transmission  or  e-mail  shall  be
effective as delivery of a manually executed counterpart hereof.

     4.3  Governing  Law.  This  Amendment  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.

     4.4  Successors  and  Assigns.  This  Amendment  shall be binding  upon the
Company,   the  Lenders  and  the  Administrative  Agent  and  their  respective
successors  and  assigns,  and shall  inure to the benefit of the  Company,  the
Lenders and the Administrative  Agent and the respective  successors and assigns
of the Lenders and the Administrative Agent.

         Delivered as of the day and year first above written.

                              AMERICAN ITALIAN PASTA COMPANY


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


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


                              By:                /s/ Suzanne M. Paul
                                 -----------------------------------------------
                                                   Vice President


                                      -4-

                                    EXHIBIT A

                                     FORM OF
                            SECOND AMENDMENT ADDENDUM

To:  Bank of America,  N.A.,  individually and as administrative  agent (in such
     capacity, the "Administrative Agent")

         Please refer to (a) the Amended and Restated Credit  Agreement dated as
of March 13, 2006 (as previously amended, the "Credit Agreement") among American
Italian Pasta  Company (the  "Company"),  various  financial  institutions  (the
"Lenders") and the  Administrative  Agent; and (b) the Second Amendment dated as
of the date hereof (the "Second Amendment") to the Credit Agreement.

         The  undersigned  hereby  (a)  approves  and  consents  to  the  Second
Amendment  and (b) agrees that the  Administrative  Agent may attach this Second
Amendment  Addendum to a  counterpart  of the Second  Amendment to evidence such
approval and consent.

         This  Second  Amendment  Addendum  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.

         Delivery to the Administrative  Agent of this Second Amendment Addendum
by facsimile transmission or e-mail shall be effective as delivery of a manually
executed counterpart hereof.

         IN WITNESS  WHEREOF,  the undersigned has caused this Second  Amendment
Addendum to be duly  executed and  delivered  by its proper and duly  authorized
officer as of December [__], 2007.



                       -----------------------------------------------------
                       [Please type legal name of Lender above]

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



                                      -5-

                                    EXHIBIT B

                                     FORM OF
                                  CONFIRMATION

                         Dated as of December [__], 2007

To:  Bank of America,  N.A.,  individually and as administrative  agent (in such
     capacity, the "Administrative Agent"), and the other financial institutions
     that are parties to the Credit Agreement referred to below

         Please refer to (a) the Amended and Restated Credit  Agreement dated as
of March 13, 2006 (as previously amended, the "Credit Agreement") among American
Italian Pasta  Company (the  "Company"),  various  financial  institutions  (the
"Lenders") and the  Administrative  Agent; and (b) the Second Amendment dated as
of the date hereof (the "Second Amendment") to the Credit Agreement.  The Credit
Agreement,  as amended by the Second  Amendment,  is called the "Amended  Credit
Agreement."  Capitalized  terms  used  but not  defined  herein  shall  have the
respective meanings set forth in the Amended Credit Agreement.

         Each of the undersigned  confirms to the Lenders and the Administrative
Agent that each Loan Document to which such  undersigned is a party continues in
full  force and  effect on the date  hereof  after  giving  effect to the Second
Amendment and is the legal,  valid and binding  obligation of such  undersigned,
enforceable against such undersigned in accordance with its terms.

         IN WITNESS WHEREOF,  the undersigned have executed this Confirmation as
the date first above written.

                                AMERICAN ITALIAN PASTA COMPANY


                                By: _________________________________
                                Name: ______________________________
                                Title: ________________________________


                                AIPC FINANCE, INC.


                                By: _________________________________
                                Name: ______________________________
                                Title: ________________________________

                                AIPC SALES CO.


                                By: _________________________________
                                Name: ______________________________
                                Title: ________________________________


                                AIPC WISCONSIN, LIMITED PARTNERSHIP

                                By:  America Italian Pasta Company, its
                                      General Partner


                                      By: ___________________________
                                      Name: _________________________
                                      Title: __________________________

                                AIPC MISSOURI, LLC

                                By:  American Italian Pasta Company, its
                                Managing Member


                                      By: ___________________________
                                      Name: _________________________
                                      Title: __________________________


                                AIPC SOUTH CAROLINA, INC.


                                By: _________________________________
                                Name: ______________________________
                                Title: ________________________________


                                AIPC ARIZONA, LLC

                                By:  AIPC Finance, Inc., its sole Member


                                      By: ___________________________
                                      Name: _________________________
                                      Title: __________________________

EX-99

                                                                    Exhibit 99.1

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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 UPDATE ON CREDIT FACILITY AND DISCUSSES
                         DURUM WHEAT MARKET CONDITIONS

Kansas City, Mo., December 28, 2007 - American Italian Pasta Company (OTC:AITP),
the largest producer of dry pasta in North America,  today provided an update on
developments regarding its credit facility and also discussed durum wheat market
conditions.

CREDIT FACILITY AMENDMENT

As previously reported,  the Company operates with a senior credit facility with
Bank of America serving as administrative agent and a lender under the facility,
with  other  institutional  lenders  participating  in the  credit.  The  credit
facility is comprised of a term loan and a revolving loan, with a five-year term
expiring in March 2011, and it does not require any scheduled principal payments
until  maturity.  The  facility  was  entered  into on  March  13,  2006 and was
comprised of a $265 million term loan and a $30 million  revolving  loan.  As of
December 27, 2007,  the  principal  balance of the term loan was $239.9  million
reflecting  a reduction  or pay down of $25.1  million  from the  original  loan
balance. The Company's $30 million revolving loan, as reduced by $4.8 million of
outstanding letters of credit, allows for available liquidity of $25.2 million.

The Company and its lenders have agreed to an amendment to the credit  facility.
The  amendment  provides  for,  among other  things,  the  extension  of certain
financial reporting covenants.  Under the facility,  the Company was required to
deliver  its fiscal  2005,  fiscal  2006,  and  fiscal  2007  audited  financial
statements by December 31, 2007. Under the amendment to the credit facility, the
Company is  required  to deliver  its  audited  financial  statements  for these
periods to the lenders by June 30,  2008.  If the  Company  were not to file its
statements  by June 30, 2008,  it could be in default of this covenant and could
be subject to default interest.

The amendment also lowers the interest rate the Company pays from LIBOR plus 600
basis  points to LIBOR plus 550 basis  points  upon  delivery  of the  Company's
audited financial  statements for fiscal years 2005, 2006 and 2007. In addition,
the amendment addresses certain covenant calculations.

"We are pleased to have the  continuing  support of our lenders as  evidenced by
this  amendment",  said Jim Fogarty,  Chief Executive  Officer.  "Our previously
reported revenue and liquidity results,  including our pay down of $25.1 million
of debt, support the progress we are making," added Fogarty.

DURUM WHEAT MARKET CONDITIONS

As the  Company  previously  noted,  the  outlook  for durum  wheat,  which is a
significant  component  of its  overall  production  cost,  has been  negatively
impacted by a number of factors in the global durum market.  Supply  constraints
in European and North African markets continue to pressure  supplies in the U.S.
and Canada, leaving projected ending stocks of durum wheat in the U.S. at record
lows. In anticipation of this continuing trend, over the last several months the
Company has taken a longer  view of its  procurement  horizon  and has  extended
forward buying protection of durum supply for its manufacturing facilities.

In light of the  continuing  global  supply  pressure,  durum  wheat  costs have
continued at levels not previously experienced. The Company has sought to offset
this cost  inflation by  instituting  price  increases  for its  finished  pasta
products in all of its business  segments.  The Company noted that the potential
impact on margins and earnings of the durum cost inflation and pricing action is
difficult to predict and  dependant  on,  among other  things,  the  competitive
environment in which the Company  operates.  "We recognize that the inflationary
environment in durum wheat and other commodities has had a significant impact on
customers and consumers",  said Jack Kelly,  Chief Operating  Officer.  "AIPC is
well  positioned  to  address  these  market  conditions,  and even  with  these
inflationary pressures, we believe our high quality pasta products still provide
a value solution for our customers and consumers."

ABOUT AIPC

Founded  in 1988 and based in Kansas  City,  Missouri,  American  Italian  Pasta
Company is the largest  producer 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 its credit facility,  liquidity,  and durum
wheat market  conditions  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 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  and the  conclusions  reached
regarding financial reporting and continuing compliance with the credit facility
as amended.  The Company will not update any forward-looking  statements in this
press release to reflect future events.


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