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)  February 7, 2005
                                                  (February 4, 2005)
                                                --------------------------------

                         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 (see General Instruction A.2. below):

[ ] 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 7.01 Regulation FD Disclosure.

     On February 4, 2005, the Company issued a press release entitled  "American
Italian Pasta Company Senior Executives  Increase Common Stock Ownership Through
Stock Option  Exercises."  A copy of the press  release is furnished  under Item
9.01 of this Form 8-K as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits

         (c) Exhibits

         99.1 Press release issued February 4, 2005

                                   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.


                                       AMERICAN ITALIAN PASTA COMPANY


Date:  February 7, 2005
                                         /s/ George D. Shadid
                                       -----------------------------------------
                                       George D. Shadid
                                       Chief Financial Officer

                                  EXHIBIT INDEX



Exhibit Number                             Description
- --------------          -----------------------------------------------------
    99.1                        Press release issued February 4, 2005

EX-99

                                                                    Exhibit 99.1


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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 Senior Executives
         Increase Common Stock Ownership Through Stock Option Exercises

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KANSAS CITY, MO, February 4, 2005 --- American  Italian Pasta Company  announced
today that Horst W. Schroeder,  Chairman, and Timothy S. Webster,  President and
Chief Executive  Officer,  have increased  their direct  ownership in the common
stock of the Company  through the  exercise of stock  options.  The  executives'
holdings   increased  by   approximately   27,000  shares  and  63,000   shares,
respectively, as result of the recent transactions.

Mr.  Schroeder's  shares were acquired from the net proceeds  resulting from the
exercise and concurrent  sale, less exercise price and estimated  income tax, of
options to purchase 89,000 shares of stock.  The options were issued in 1995 and
have an  expiration  date within the next few  months.  The  acquisition  of the
shares increased Mr.  Schroeder's  personal and family holdings of the Company's
stock to approximately 185,000 shares. In addition, he continues to hold 496,000
of unexercised stock options.

Mr.  Webster's  shares were  acquired from the net proceeds  resulting  from the
exercise and concurrent  sale, less exercise price and estimated  income tax, of
options to purchase  174,000  shares of stock.  The options were issued in 1995,
which have an  expiration  date  within the next few  months,  and in 1997.  The
acquisition of the shares increased Mr.  Webster's  personal and family holdings
of the  Company's  stock  to  approximately  100,000  shares.  In  addition,  he
continues to hold 624,000 of unexercised stock options.

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.