UNITED STATES SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C.  20549

Schedule 13G/A
(RULE 13d-102)

Under the Securities Exchange Act of 1934
(Amendment No. 1 )*

Information to be included in statements filed
pursuant to Rule 13d-1 (b) (c) and (d) and Amendments thereto
filed pursuant to Rule 13d-2 (b).

American Italian Pasta Company
(Name of Issuer)

Class A Common Stock
(Title of Class of Securities)

027070101
(CUSIP Number)

December 31, 2008
(Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant
to which this Schedule is filed:

[X] 	Rule 13d-1 (b)
[ ]	Rule 13d-1 (c)
[ ]	Rule 13d-1 (d)

	*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided
in a prior cover page.

	The information required in the remainder of this cover page shall
not be deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of
the Act (however, see the Notes).


SCHEDULE 13G/A

Issuer:  American Italian Pasta Company		CUSIP No.: 027070101

1	NAMES OF REPORTING PERSONS I.R.S.
	IDENTIFICATION NOS. OF ABOVE PERSONS

	Arnhold and S. Bleichroeder Advisers, LLC
	Tax ID # 57-1156902

2	CHECK THE APPROPRIATE BOX IF A MEMBER
	OF A GROUP
	(a)
	(b)

3	SEC USE ONLY

4	CITIZENSHIP OR PLACE OF ORGANIZATION
	State of Delaware

NUMBER OF SHARES        5  SOLE VOTING POWER - 0
BENEFICIALLY            6  SHARED VOTING POWER -  0
OWNED BY EACH           7  SOLE DISPOSITIVE POWER - 0
REPORTING PERSON        8  SHARED DISPOSITIVE POWER - 0

WITH:

9	AGGREGATE AMOUNT BENEFICIALLY OWNED
	BY EACH REPORTING PERSON

	0

10	CHECK IF THE AGGREGATE AMOUNT IN
	ROW (11) EXCLUDES CERTAIN SHARES

	N/A

11	PERCENT OF CLASS REPRESENTED BY AMOUNT
   	IN ROW 9:

 	0.00%

12	TYPE OF REPORTING PERSON

	IA




SCHEDULE 13G/A

Issuer: American Italian Pasta Company		CUSIP No.: 027070101


ITEM 1

(a)	Name of Issuer:
	American Italian Pasta Company

(b)	Address of Issuer's Principal Executive Offices:

	4100 N. Mulberry Drive, Suite 200
	Kansas City, MO 64116

ITEM 2

(a)	Name of Person Filing: Arnhold and S. Bleichroeder Advisers, LLC


(b)	Address of Principal Business Office:

	1345 Avenue of the Americas
	New York, NY 10105


(c)	Citizenship: Delaware, USA (Place of Incorporation)


(d)	Title of Class of Securities: Class A Common Stock


(e)	CUSIP Number: 027070101











SCHEDULE 13G/A

Issuer: American Italian Pasta Company		CUSIP No.: 027070101


ITEM 3

If this statement is filed pursuant to Sections 240.
13d-1(b), or 240.13d-2(b) or (c), check whether
the person filing is a:

(a)	[  ]	Broker or dealer registered under
		Section 15 of the Act (15 U.S.C. 78o);

(b)	[  ]	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);

(c) 	[  ]	Insurance Company as defined in section
		3(a)(19) of the Act (15 U.S.C. 78C);

(d)	[  ]	Investment company registered under Section
		8 of the Investment Company Act if 1940
		(15 U.S.C. 80a-8);

(e)	[X]	An investment adviser in accordance with Section
		240.13d-1(b)(1)(ii)(E);

(f)	[  ]	An employee benefit plan or endowment fund in accordance with
		Section 240.13d-1(b)(1)(ii)(F);

(g)	[  ]	A parent holding company or control person in accordance with
		Section 240.13d-1(b)(1)(ii)(G);

(h)	[  ]	A savings associations as defined in Section 3(b) of the
		Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)	[  ]	A church plan that is excluded from the
		definition of an insurance company under Section 3 (c)(14) of
		the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j)	[  ]	Group, in accordance with section 240.13d-1 (b)(1)(ii)(J).







SCHEDULE 13G/A

Issuer:  American Italian Pasta Company	   	CUSIP No.: 027070101

ITEM 4.	Ownership.

 (a) Amount beneficially owned: 0


 (b) Percent of class: 0.00%


 (c) Number of shares as to which the person has:


 	(i) Sole power to vote or to direct the vote  0

	(ii) Shared power to vote or to direct the vote  0

	(iii) Sole power to dispose or to direct the disposition of  0

	(iv) Shared power to dispose or to direct the disposition of  0


ITEM 5. Ownership of Five Percent or Less of a Class.

	If this statement is being filed to report the fact that as of the date
	hereof the reporting person has ceased to be the beneficial owner of more
	than five percent of the class of securities, check the following: [X]

ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON

	Arnhold and S. Bleichroeder, LLC (ASB), an investment adviser registered
under Section 203 of the Investment Advisers Act of 1940, may be deemed
currently to be the beneficial owner of 0 shares, or 0.00% of the
Common Stock believed to be outstanding, as a result of acting as
investment adviser to various clients.  Clients of ASB have the right to
receive and the ultimate power to direct the receipt of dividends from, or
the proceeds of the sale of, such securities.

ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED
	THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY OR CONTROL
	PERSON.

	N/A

ITEM 8. Identification and Classification of Members of the Group.

	N/A

ITEM 9. Notice of Dissolution of Group

	N/A

SCHEDULE 13G/A

Issuer: American Italian Pasta Company		CUSIP No.: 027070101



ITEM 10. Certification

By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired and held in the
ordinary course of business and were not acquired and are not held for the
purpose of or with the effect of changing or influencing the control of the
issuer of such securities and were not acquired and are not held in
connection with or as a participant in any transaction having that purpose
of effect.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true,
complete and correct.

Date:		February 12, 2009

Signature:	/s/ Mark Goldstein

Name/Title:	Mark Goldstein, Senior Vice President