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)      September 28, 2005
                                                --------------------------------

                         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 September  28, 2005,  American  Italian  Pasta  Company (the  "Company")
entered into a letter agreement with Alvarez & Marsal, LLC ("A&M"), a management
consulting  firm.  Under the terms of the letter  agreement,  James  Fogarty,  a
managing  director  of A&M,  will  serve as  co-chief  executive  officer of the
Company and additional A&M personnel (the  "Additional  Personnel") will provide
services at the Company's request. Mr. Fogarty and the Additional Personnel will
evaluate the Company's business,  make  recommendations to improve its operating
and financial performance and assist in the execution of these  recommendations.
At the end of a 90 to 120 day review period (the "Phase One  Review"),  A&M will
present its findings to the Company's board of directors.

     The Company will pay A&M $600 per hour for the services of Mr. Fogarty, and
hourly  rates  ranging  from  $200 to $500 for the  services  of the  Additional
Personnel.  The Company will also  compensate A&M for  reasonable  out-of-pocket
expenses.   In  addition,   A&M  will  be  entitled  to  receive,  as  incentive
compensation,  (i) up to $2  million  upon  satisfactory  completion  of certain
enumerated financial targets and (ii) warrants to purchase 472,671 shares of the
Company's  stock at the "current  market  price," as defined in Item 3.02 below.
The warrants will vest upon completion of the Phase One Review.

     The Company will pay A&M a retainer fee of $500,000, to be credited against
amounts due at termination of the engagement and returned upon the  satisfaction
of all obligations under the letter agreement.

     The letter  agreement  may be terminated by either party without cause upon
thirty days prior written  notice.  If, prior to the completion of the Phase One
Review,  the  Company  terminates  the  letter  agreement  without  cause or A&M
terminates the letter  agreement for good reason,  or if the Company  terminates
the letter  agreement for cause at any time, the Company will be relieved of all
of its  payment  obligations  thereunder,  except  for the  payment  of fees and
expenses  incurred  by A&M  through  the  effective  date  of  termination,  the
maintenance of director and officer liability  insurance for two years following
termination,  and the  obligation  to indemnify  A&M against  certain  claims or
losses arising out of its performance of services for the Company. If, following
the Phase One Review,  the Company terminates the letter agreement without cause
or A&M  terminates  the  letter  agreement  for good  reason,  A&M will  also be
entitled  to  retain  the  warrants  and  to  receive,  upon  completion  of the
enumerated financial targets discussed above, either (i) a pro rata share of the
$2 million incentive compensation (if termination occurs prior to June 30, 2006)
or (ii) the $2 million incentive  compensation (if termination occurs after June
30, 2006).

     A copy of the letter  agreement is hereby  incorporated  by  reference  and
attached hereto as Exhibit 10.1.

Item 2.02  Results of Operations and Financial Condition.

     On September 29, 2005, the Company issued a press release  relating in part
to its cash flow and certain  costs  incurred  during the fiscal  quarter  ended
September  30,  2005.  A copy of the press  release  is hereby  incorporated  by
reference and attached hereto as Exhibit 99.1.

Item 3.02  Unregistered Sales of Equity Securities.

     As  part  of the  incentive  compensation  that  may be  payable  to A&M as
described in Item 1.01,  the Company has agreed to grant to A&M  warrants  (with
customary  anti-dilution  provisions) to purchase,  at the current market price,
472,671 shares of the Company's common stock.  For these purposes,  the "current
market  price" is equal to the  forty-six  trading  day  average  of the  period
beginning five trading days prior to the first public  announcement or report of
the  engagement  of A&M and  including all trading days until forty trading days
after such announcement or report. The warrants will vest upon completion of the
Phase One Review (as defined in Item 1.01  above),  and will expire on September
28, 2010.

     The warrants  will be issued by the Company in reliance  upon the exemption
from registration provided by Section 4(2) of the Securities Act of 1933.

Item 5.02 Departure of Directors or Principal  Officers;  Election of Directors;
Appointment of Principal Officers.

     On  September  28,  2005,  the Company  appointed  James  Fogarty of A&M as
co-chief  executive  officer of the  Company,  pursuant to the letter  agreement
described in Item 1.01 above.

     Mr. Fogarty joined A&M in 1994 and currently serves as a managing director.
He has worked in a variety of management  and advisory  service roles in several
industries, most recently serving as the chief financial officer of Levi Strauss
& Co. Prior to Levi Strauss & Co., he served as senior vice  president and chief
financial officer of The Warnaco Group.

     There are no family  relationships  between Mr. Fogarty and any director or
executive  officer  of the  Company.  Under  the terms of the  letter  agreement
described in Item 1.01 above, Mr. Fogarty will continue to be employed by A&M as
a managing director and, while rendering services to the Company,  will continue
to work with A&M personnel in connection with the internal governance of A&M.

     On September 29, 2005,  the Company  issued a press release  announcing the
appointment of Mr. Fogarty.  A copy of the press release is hereby  incorporated
by reference and attached hereto as Exhibit 99.1.

Item 9.01  Financial Statements and Exhibits.

          (c)  Exhibits.

          10.1 Letter  agreement  between the Company and Alvarez & Marsal,  LLC
               dated September 28, 2005.

          99.1 Press release dated September 29, 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.


     Date: October 4, 2005             AMERICAN ITALIAN PASTA COMPANY


                                       By:  /s/ George D. Shadid
                                          --------------------------------------
                                            George D. Shadid
                                            Chief Financial Officer

                                  EXHIBIT INDEX


Exhibit Number      Description

     10.1           Letter  Agreement  between the Company and Alvarez & Marsal,
                    LLC dated September 28, 2005.

     99.1           Press release dated September 29, 2005.

EX-10

September 28, 2005


American Italian Pasta Company
4100 N. Mulberry Drive
Suite 200
Kansas City, MO  64116


Dear Sirs:

This letter  confirms and sets forth the terms and  conditions of the engagement
between  Alvarez & Marsal,  LLC ("A&M") and American  Italian Pasta Company (the
"Company"), including the scope of the services to be performed and the basis of
compensation  for those  services.  Upon execution of this letter by each of the
parties  below and receipt of the  retainer  described  below,  this letter will
constitute an agreement between the Company and A&M.


     1.   Description of Services

          A&M shall  provide the  services  described  below.  A&M shall  report
          directly to the Board of Directors of the Company (the "Board") or any
          person or  persons  designated  by the Board  (the  "Designees").  The
          services to be provided by A&M are:

          a.   Officers  and  Additional  Personnel.  In  connection  with  this
               engagement, A&M shall make available to the Company:

               (i)  Jim Fogarty to serve as the Co-Chief  Executive Officer (the
                    "Co-CEO"); and

               (ii) Such additional  personnel as are necessary to assist in the
                    performance of the duties set forth in clause 1.b below (the
                    "Additional Personnel").  Such Additional Personnel shall be
                    designated  by the Company as  officers.  The Co-CEO and the
                    Additional  Personnel shall perform services for the Company
                    according to the terms of paragraph 1(d) below.

               (iii) During  the  first   ninety  to   one-hundred-twenty   days
                    following   the  date  hereof  (the  "Phase  One   Review"),
                    Additional   Personnel  will  include  Chris  Moye,  Jacques
                    Roizen, and Bill Gordon, who will serve in the Office


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NORTH AMERICA - EUPROPE - LATIN AMERICA - ASIA          |  Alvarez & Marsal, LLC

                    of the Co-CEO, with responsibilities for supply chain, sales
                    and marketing,  and finance,  respectively.  After the Phase
                    One Review, staffing levels will be agreed with the Board or
                    its Designees.

          b.   Duties of A&M.

               The following  services  shall be performed and completed  during
               the Phase One Review:

               (i)  The  Co-CEO and the  Additional  Personnel  shall  perform a
                    comprehensive   study   and   analysis   of  the   business,
                    operations,    capital   structure,   financial   condition,
                    projections  (including cash flow and liquidity),  and short
                    and  long-term  prospects of the Company,  including but not
                    limited to a review and assessment of financial  information
                    that has been and that will be,  provided  by the Company to
                    its creditors;

               (ii) The Co-CEO and the  Additional  Personnel  shall  assess:
                        > Liquidity
                        > Management Team
                        > Meet and assess key accounts and needs
                        > Financial  controls/  SEC Filings
                          action  plan
                        > Business Plans, including strategic direction,
                          rationalization opportunities, sales and marketing
                          plans, pricing strategies, supply chain opportunities,
                          and cost structure opportunities

               (iii) The Co-CEO and the Additional Personnel shall assist in the
                    identification of opportunities in the following areas: cost
                    reductions,  operational  improvements,  manufacturing plant
                    capacity  rationalization,   working  capital  improvements,
                    revenue  improvements,  strategic direction,  and management
                    personnel  upgrades.  We expect  that  during  the Phase One
                    Review,  A&M  shall  both  identify  opportunities  for  the
                    Company   and  assist  the   Company   in   executing   such
                    opportunities;

               (iv) The Co-CEO and the  Additional  Personnel  shall develop for
                    the  Board's  review  possible  strategic  alternatives  for
                    maximizing the enterprise value of the Company;

               (v)  The Co-CEO and the Additional  Personnel  shall perform such
                    other services as reasonably requested or directed by


                                       2

                    the Board  relating to the services  described  herein or as
                    agreed to by A&M.

               The  Phase  One  Review  shall  be  completed  within  ninety  to
               one-hundred-twenty  days from the date  hereof.  A  comprehensive
               presentation  of  findings  shall  be  made to the  Board  or its
               Designees at such time.

          c.   Reporting. The Co-CEO and the Company's current CEO shall jointly
               report to the Board and will work closely  together to manage the
               affairs of the Company.

          d.   Employment by A&M. The Co-CEO and any  Additional  Personnel will
               continue to be employed  by A&M and,  except as set forth  below,
               while  rendering  services to the Company  will  continue to work
               with other  personnel at A&M in connection  with other  unrelated
               matters,  which will not unduly interfere with services  pursuant
               to this  engagement.  With respect to the Company,  however,  the
               Co-CEO  and any  Additional  Personnel  shall  operate  under the
               direction  of the Board,  and A&M shall have no  liability to the
               Company for any acts or omissions of such officers, other than in
               connection with any act or omission constituting gross negligence
               or intentional  misconduct.  The Co-CEO will devote substantially
               all of his working time to the affairs of the Company, subject to
               his  responsibilities  with respect to the internal governance of
               A&M.

               The Co-CEO and any Additional  Personnel will at all times remain
               employees of A&M,  which will be  responsible  for the payment of
               all wages, and federal, state and local payroll, social security,
               unemployment,  insurance and similar taxes on their behalf.  None
               of the Co-CEO, the Additional  Personnel or A&M shall be entitled
               to receive any  compensation  or benefits  from the Company or to
               participate  in any Company  compensation,  benefits,  incentive,
               insurance  or other plan or program,  other than as  specifically
               set forth herein.

          e.   Projections;  Reliance; Limitation of Duties. You understand that
               the  services  to be  rendered  by the Co-CEO and the  Additional
               Personnel may include the  preparation of  projections  and other
               forward-looking  statements, and that numerous factors can affect
               the  actual  results  of  the  Company's  operations,  which  may
               materially and adversely differ from those  projections and other
               forward-looking  statements.  In  addition,  the  Co-CEO  and the
               Additional  Personnel will be relying on information  provided by
               other members of the Company's  management in the  preparation


                                       3

               of  those  projections  and  other  forward-looking   statements.
               Neither the Co-CEO,  the  Additional  Personnel nor A&M makes any
               representation  or guarantee  that an  appropriate  restructuring
               proposal  or  strategic  alternative  can be  formulated  for the
               Company, that any restructuring proposal or strategic alternative
               presented  to the Board  will be more  successful  than all other
               possible restructuring proposals or strategic alternatives,  that
               restructuring is the best course of action for the Company or, if
               formulated,  that any  proposed  restructuring  plan or strategic
               alternative  will be accepted by any of the Company's  creditors,
               shareholders and other constituents. Further, neither the CO-CEO,
               the Additional  Personnel nor A&M assumes  responsibility for the
               selection of any restructuring  proposal or strategic alternative
               that any such officer  assists in  formulating  and presenting to
               the Board.

          f.   Additional  Responsibilities.  Upon the mutual  agreement  of the
               Company and A&M, A&M may provide such additional personnel as the
               Company  may  request  to  assist  in  performing   the  services
               described  above and such other  services as may be agreed to, on
               such  terms  and  conditions  and for  such  compensation  as the
               Company and A&M shall agree.

     2.   Compensation

          a.   A&M will be paid by the  Company  for the  services of the Co-CEO
               and the Additional Personnel.  Mr. Fogarty's current billing rate
               is $600 per hour.  Mr.  Fogarty  will bill  monthly the lesser of
               hours worked and 200 hours.  The current billing rate for Messrs.
               Moye,  Roizen and  Gordon is $475 per hour.  The  current  hourly
               billing rates for other A&M personnel, based on the position held
               by such A&M personnel in A&M, are:

                     i.    Director                       $375 - $500
                     ii.   Associate                      $275 - $375
                     iii.  Analyst                        $200 - $275

               Such rates shall be subject to adjustment  annually on January 1,
               to the extent that the Company and A&M agree.

          b.   In  addition,  A&M  will be  reimbursed  by the  Company  for the
               reasonable  documented  out-of-pocket  expenses of the Co-CEO and
               the  Additional  Personnel,  incurred  in  connection  with  this
               assignment,  such  as  travel,  lodging,  duplications,  computer
               research, messenger and telephone charges. Out-of-pocket expenses
               for the Co-CEO may include  appropriate  relocation and temporary
               residence for Mr. Fogarty and his family in Kansas City.


                                       4

               All fees and  expenses  due to A&M will be  billed  on a  monthly
               basis or, at A&M's discretion, more frequently.

          c.   The Company shall  promptly remit to A&M a retainer in the amount
               of  $500,000,  which shall be  deposited  in an  interest-bearing
               account and credited, together with accrued interest, against any
               amounts due at the termination of this engagement with any excess
               returned to the Company at such time.

          d.   The Company and A&M  recognize  that it is  appropriate  that A&M
               receive performance based Incentive  Compensation ("the Incentive
               Compensation").   Incentive   Compensation   will   include   two
               components:

                 i)  A&M shall be eligible to receive objectives based Incentive
                     Compensation of $2.0 million upon satisfactory completion
                     of the following targets:

                     1.  $1.0 million for achieving  such FY 2006 EBITDAR target
                         as is  established  by the Board during  Calendar 2005,
                         and

                     2.  $1.0  million  for  achieving  such FY 2006  cash  flow
                         target as is established  by the Board during  Calendar
                         2005.

                     3.  In the event that either of the targets is not achieved
                         but that the targets are  collectively and individually
                         substantially  achieved  the parties  agree to meet and
                         discuss  an   appropriate   amount  for  the  Incentive
                         Compensation   that  fairly   reflects   the  level  of
                         performance that is achieved.

               ii)  Warrants,  in such form as is mutually agreed by the Company
                    and A&M (which form shall include anti-dilution provisions),
                    to purchase,  at the Current Market Price, 472,671 shares of
                    the Company (the "Warrants").  Current Market Price for this
                    purpose  shall  be the  forty-six  day  average  of the five
                    trading  days  preceding  the first public  announcement  or
                    other report of our engagement, the day of such announcement
                    or report,  and the forty  trading  days  subsequent  to the
                    first public announcement or other report of our engagement.
                    The parties hereby agree to adjust the definition of Current
                    Market  Price  if  the  parties   mutually  agree  that  the
                    calculation  does  not  reflect  the  Parties'  intent.  The
                    Warrants  shall  have a term of five  years  from  the  date
                    hereof.  The Warrants  shall vest upon the completion of the
                    Phase One Review period.


                                       5

     3.   Term

          The  engagement  will  commence  as of  the  date  hereof  and  may be
          terminated  by either party  without  cause by giving 30 days' written
          notice to the other party.

          If the Company  terminates  this  engagement  without  Cause or if A&M
          terminates  this  engagement  for Good  Reason,  in each  case  before
          completion of the Phase One Review,  the Warrants shall  terminate and
          the Company  shall not be required to pay any  Incentive  Compensation
          and shall  otherwise  be relieved  of all of its  payment  obligations
          under this Agreement, except for the payment of non-Incentive fees and
          expenses through the effective date of termination (including fees and
          expenses that accrued  prior to but were  invoiced  subsequent to such
          termination) and its obligations under paragraph 8.

          If the Company  terminates  this  engagement  without  Cause or if A&M
          terminates  this  engagement  for  Good  Reason,  in each  case  after
          completion  of the Phase One  Review but prior to June 30,  2006,  A&M
          shall be  entitled  to retain the  Warrants  and shall be  entitled to
          receive  its pro rata  share of the  Incentive  Compensation  upon the
          completion of the above  enumerated  targets,  and shall  otherwise be
          relieved  of all of its  payment  obligations  under  this  Agreement,
          except for the payment of non-Incentive  fees and expenses through the
          effective  date of  termination  (including  fees  and  expenses  that
          accrued prior to but were invoiced subsequent to such termination) and
          its  obligations  under  paragraph 8. For purposes of this  paragraph,
          "pro rata"  shall  refer to the number of days from the date hereof to
          any such  termination  divided by the number of days  between the date
          hereof and September 30, 2006.

          If the Company  terminates  this  engagement  without  Cause or if A&M
          terminates  this  engagement for Good Reason,  in each case after June
          30, 2006, A&M shall be entitled to receive the Incentive  Compensation
          upon the completion of the above enumerated targets, and to retain the
          Warrants  previously  granted.  The  Company  will also be required to
          comply  with  all of its  obligation  to pay  non-Incentive  fees  and
          expenses through the effective date of termination (including fees and
          expenses that accrued  prior to but were  invoiced  subsequent to such
          termination) and its obligations under paragraph 8

          The Company may immediately  terminate A&M's services hereunder at any
          time  for  Cause  by  giving  written  notice  to A&M.  Upon  any such
          termination  and  upon  any  termination  by A&M  other  than for Good
          Reason, the Warrants shall terminate and the Company shall be relieved
          of all of its payment obligations under this Agreement, except for the
          payment of non-Incentive  fees and expenses through the effective date
          of termination  (including fees and expenses that accrued prior to but
          were invoiced  subsequent  to such  termination)  and its  obligations
          under paragraph 8.


                                       6

          For purposes of this  Agreement,  "Cause" shall mean if (i) the Co-CEO
          or any of the Additional  Personnel is convicted of, admits guilt in a
          written  document filed with a court of competent  jurisdiction to, or
          enters  a  plea  of  nolo  contendere  to,  an  allegation  of  fraud,
          embezzlement, misappropriation or any other criminal conduct; (ii) the
          Co-CEO or any of the Additional  Personnel willfully disobeys a lawful
          direction  of the Board;  (iii) any action or  omission  to act by the
          Co-CEO or any Additional Personnel that, in the reasonable judgment of
          the Board or the Designees,  is materially detrimental to the Company,
          other than any action or  omission  to act that has been  approved  or
          otherwise  ratified by the Board or the Designees,  or (iv) a material
          breach  of  any of  A&M's  or the  Co-CEO's  or any of the  Additional
          Personnel's  material  obligations  under this Agreement  which is not
          cured within 30 days of the Company's  written  notice  thereof to A&M
          describing in reasonable detail the nature of the alleged breach.  For
          purposes of this  Agreement,  termination for "Good Reason" shall mean
          either its resignation caused by a breach by the Company of any of its
          material  obligations under this Agreement that is not cured within 30
          days of A&M having given written  notice of such breach to the Company
          describing in reasonable  detail the nature of the alleged breach or a
          filing of a petition under Chapter 11 of the United States  Bankruptcy
          Code in respect of the Company unless within 45 days  thereafter  (or,
          if  sooner,  prior to the date on  which a plan of  reorganization  is
          confirmed  or the case is  converted  to one  under  Chapter  7),  the
          Company has obtained judicial authorization to continue the engagement
          on the terms  herein  pursuant  to an order  which has become a final,
          nonappealable order.

     4.   No Audit, Duty to Update.

               It is understood  that the Co-CEO,  any Additional  Personnel and
               A&M are not  being  requested  to  perform  an  audit,  review or
               compilation,  or any other type of financial  statement reporting
               engagement  that is  subject  to the rules of the  AICPA,  SEC or
               other state or national professional or regulatory body. They are
               entitled  to  rely  on the  accuracy  and  validity  of the  data
               disclosed  to  them  or  supplied  to  them  by   employees   and
               representatives  of  the  Company.  The  Co-CEO,  any  Additional
               Personnel  and  A&M  are  under  no  obligation  to  update  data
               submitted to them or review any other areas  unless  specifically
               requested by the Board to do so.

     5.   No Third Party Beneficiary.

               The Company  acknowledges that all advice (written or oral) given
               by A&M to the  Company  in  connection  with this  engagement  is
               intended  solely for the benefit and use of the Company  (limited
               to its Board and management), its counsel and advisors (including
               counsel to its advisors) in considering the matters to which this
               engagement relates.  The Company agrees that no such advice shall
               be used for any other purpose or


                                       7

               reproduced,  disseminated,  quoted or  referred to at any time in
               any manner or for any purpose other than  accomplishing the tasks
               referred to herein without A&M's prior approval  (which shall not
               be unreasonably withheld),  except as required by law, regulation
               or request of any regulatory law enforcement authority; provided,
               however,  that  the  Company  may  disclose  such  advice  to any
               regulatory or law enforcement authority if the Company determines
               it is in the Company's best interest to do so.

     6.   Conflicts.

               A&M is not currently aware of any relationship  that would create
               a   conflict   of   interest    with   the   Company   or   those
               parties-in-interest  of which you have  made us  aware,  - but we
               note  the   following  -  (i)  we  note  that  we  are  currently
               representing various members of the Bank Group, including Bank of
               America, in wholly unrelated matters, and (ii) we note that Ernst
               &  Young   commenced  an  action  against  Alvarez  &  Marsal  in
               connection  with  the  hiring  of  certain  tax and  real  estate
               personnel.  Because A&M is a consulting  firm that serves clients
               on an international  basis in numerous cases,  both in and out of
               court,  it is possible that A&M may have rendered  services to or
               have business  associations  with other  entities or people which
               had or have or may have relationships with the Company, including
               creditors  of the  Company.  In the event you accept the terms of
               this  engagement,   with  the  exception  of  the  aforementioned
               matters, A&M will not represent, and A&M has not represented, the
               interests of any such entities or people in  connection  with the
               Company.

     7.   Confidentiality / Non-Solicitation.

               The  Co-CEO,  and  Additional  Personnel  and A&M  shall  keep as
               confidential all non-public information received from the Company
               in  conjunction   with  this   engagement,   and  will  use  such
               information for no purpose other than this engagement  except (i)
               as  requested  by the  Company  or its  legal  counsel;  (ii)  as
               required by legal proceedings or (iii) as reasonably  required in
               the  performance  of  this  engagement.  All  obligations  as  to
               non-disclosure  shall cease as to any part of such information to
               the extent that such  information is or becomes public other than
               as a result of a breach of this provision.  In the event that A&M
               becomes legally compelled (by deposition,  interrogatory, request
               for documents,  subpoena,  civil investigative  demand or similar
               process) to disclose  any of the  confidential  information,  A&M
               shall  give the  Company  prompt  prior  written  notice  of such
               requirement  so that the Company may seek a  protective  order or
               other appropriate remedy. In the event that such protective order
               or other remedy is not obtained,  A&M


                                       8

               agrees to provide only that limited  portion of the  confidential
               information   that  it  is  legally   required  and  to  exercise
               reasonable   efforts  to  obtain   assurance  that   confidential
               treatment will be accorded such confidential information. A&M and
               the  Company  agree  that  in  the  event  of a  breach  of  this
               confidentiality  provision,  the  Company  shall be  entitled  to
               equitable relief,  including injunction and specific performance,
               in addition  to all other  remedies  available  at law or equity.
               This  confidentiality  provision  shall  survive  for three years
               following the termination of this Agreement.

               Except as specifically  provided for in this letter,  the Company
               agrees not to solicit,  recruit or hire any employees of A&M, and
               A&M agrees not to  solicit,  recruit or hire any  employee of the
               Company, effective from the date of this Agreement and continuing
               for a period of two years  subsequent to the  termination of this
               engagement. Should the Company extend offers of employment to any
               A&M  employee  (other than as  specifically  provided for in this
               Agreement)  and  should  such an offer be  accepted,  A&M will be
               entitled  to a fee based  upon  such  individual's  hourly  rates
               multiplied  by an assumed  annual  billing of 2,000 hours for the
               period from such  employment's  commencement  until the  two-year
               anniversary of the termination of this engagement. This fee would
               be  payable  at  the  time  of  the  individual's  acceptance  of
               employment  from  the  Company.  Should  A&M  extend  an offer of
               employment  to any Company  employee  and should such an offer be
               accepted,  the Company  will be entitled to a fee based upon such
               individual's  annual  salary and full  bonus for the period  from
               such employment's  commencement until the two year anniversary of
               the termination of this engagement.  This fee would be payable at
               the time of the individual's acceptance of employment from A&M.

     8.   Indemnification.

               The  Company  shall  indemnify  the  Co-CEO  and  all  Additional
               Personnel   to   the   same   extent   as  the   most   favorable
               indemnification it extends to its officers or directors,  whether
               under the Company's bylaws, its certificate of incorporation,  by
               contract or otherwise, and no subsequent reduction or termination
               in any of the benefits  provided under any such indemnities shall
               affect  the  benefits   provided  to  the  Co-CEO  or  Additional
               Personnel.  The Company will use reasonable  efforts to cause the
               Co-CEO and each Additional  Personnel to be covered as an officer
               under the  Company's  existing  director  and  officer  liability
               insurance policy to the extent that such coverage can be obtained
               without  materially  increasing  the  cost of the  Company's  D&O
               liability  insurance or materially  adversely affecting the terms
               of such insurance.  The Company shall also use reasonable efforts
               to maintain any such  insurance  coverage for the Co-CEO and each


                                       9

               Additional  Personnel  for a period  of not less  than two  years
               following the date of the termination of such officer's  services
               hereunder  to the  extent  that  such  coverage  can be  obtained
               without  materially  increasing  the  cost of the  Company's  D&O
               liability  insurance or materially  adversely affecting the terms
               of such  insurance.  Such coverage  shall relate solely to losses
               arising from the officer's services hereunder.  The provisions of
               this section 8 are in the nature of contractual  obligations  and
               no change in applicable law or the Company's  charter,  bylaws or
               other  organizational  documents  or  policies  shall  affect the
               Co-CEO's or any  Additional  Personnel's  rights  hereunder.  The
               attached  indemnity  provisions are  incorporated  herein and the
               termination of this agreement or the engagement  shall not affect
               those provisions, which shall survive termination.

     9.   Notices.

               Any  notices  under  sections 3 or 8 of this  Agreement  shall be
               documented and delivered in writing,  by mail,  courier delivery,
               or e-mail addressed to these addresses:

               If to A&M:

                     James P. Fogarty
                     Managing Director
                     Alvarez & Marsal, LLC
                     600 Lexington Avenue
                     6th Floor
                     New York, NY 10022

               If to the Company:

                     American Italian Pasta Company
                     Office of the General Counsel
                     4100 N. Mulberry Drive
                     Suite 200
                     Kansas City, MO  64116
               and
                     Robert Niehaus
                     Lead Director
                     American Italian Pasta Company
                     c/o Greenhill Capital Partners, LLC
                     300 Park Avenue, 23rd Floor
                     New York, NY  10022


                                       10

     10.  Miscellaneous.

               This  Agreement  shall  (together  with  the  attached  indemnity
               provisions) be: (a) governed and construed in accordance with the
               laws of the State of New York,  regardless of the laws that might
               otherwise govern under applicable  principles of conflict of laws
               thereof; (b) incorporates the entire understanding of the parties
               with respect to the subject  matter  thereof;  and (c) may not be
               amended or  modified  except in writing  executed  by each of the
               signatories  hereto.  The Company and A&M agree to waive trial by
               jury in any action,  proceeding or counterclaim  brought by or on
               behalf of the parties hereto with respect to any matter  relating
               to or arising out of the  performance or  non-performance  of the
               Company or A&M hereunder. Should the Company file for bankruptcy,
               the  Company  and A&M  agree  that the  Bankruptcy  Court  having
               jurisdiction over the Company's Chapter 11 case (or any case into
               which it may be converted) shall have exclusive jurisdiction over
               any and all matters  arising  under or in  connection  with their
               obligations hereunder.

               If the foregoing is  acceptable to you,  kindly sign the enclosed
               copy to acknowledge your agreement with its terms.

                                       Very truly yours,

                                       Alvarez & Marsal, LLC


                                       By:  /s/ James P. Fogarty
                                          -----------------------------
                                            James P. Fogarty
                                            Managing Director


               Accepted and Agreed:

               American Italian Pasta Company

               By:  /s/  Robert Niehaus
                  -----------------------------
                    Robert Niehaus
                    Lead Director


                                       11

                            INDEMNIFICATION AGREEMENT


This  indemnity is made part of an  agreement,  dated  September 28, 2005 (which
together  with any renewals,  modifications  or  extensions  thereof,  is herein
referred to as the "Agreement") by and between Alvarez & Marsal, LLC ("A&M") and
American Italian Pasta Company (the  "Company"),  for services to be rendered to
the Company by A&M.


A.  The  Company  agrees  to  indemnify  and  hold  harmless  each of  A&M,  its
shareholders,  employees,  agents,  representatives and subcontractors (each, an
"Indemnified Party" and collectively, the "Indemnified Parties") against any and
all losses, claims, damages, liabilities,  penalties,  obligations and expenses,
including reasonable costs for counsel in investigating,  preparing or defending
any action or claim,  whether or not in connection  with litigation in which any
Indemnified  Party is a party,  or  enforcing  the  Agreement  (including  these
indemnity  provisions),  to the extent  caused by,  relating  to,  based upon or
arising out of (directly or indirectly) the Indemnified  Parties'  acceptance of
or the performance or  nonperformance  of their obligations under the Agreement;
provided,  however,  such  indemnity  shall not apply to any such  loss,  claim,
damage,  liability or expense to the extent it is found in a final judgment by a
court of competent jurisdiction (not subject to further appeal) to have resulted
from such  Indemnified  Party's  gross  negligence  or willful  misconduct.  The
Company also agrees that no Indemnified Party shall have any liability  (whether
direct or indirect,  in contract or tort or  otherwise) to the Company for or in
connection  with the  engagement  of A&M,  except  to the  extent  that any such
liability for losses, claims, damages, liabilities or expenses that are found in
a final  judgment by a court of competent  jurisdiction  (not subject to further
appeal) to have  resulted  from such  Indemnified  Party's  gross  negligence or
willful  misconduct.  The Company  further agrees that it will not,  without the
prior consent of an  Indemnified  Party,  settle or compromise or consent to the
entry of any  judgment  in any  pending or  threatened  claim,  action,  suit or
proceeding  in respect of which such  Indemnified  Party  seeks  indemnification
hereunder  (whether  or not such  Indemnified  Party is an actual  party to such
claim,  action,  suit or  proceedings)  unless such  settlement,  compromise  or
consent  includes an unconditional  release of such  Indemnified  Party from all
liabilities  arising out of such claim,  action,  suit or proceeding;  provided,
however,  that the Company may settle,  compromise  or consent to the entry of a
judgement  in  any  pending  or   threatened   claim,   action   proceeding   or
investigation,  without A&M's consent, if such settlement, compromise or consent
does not include  any payment by A&M or any  admission  or  statement  regarding
A&M's culpability or fault.

B. These indemnification  provisions shall be in addition to any liability which
the Company may  otherwise  have to the  Indemnified  Parties  provided that the
Company  shall have no  obligation  to  indemnify  or  otherwise  compensate  an
indemnified party more than 100% of any loss, claim, damage, liability, penalty,
obligation or expense.  In the event that,  at any time whether  before or after
termination of the engagement or the Agreement,  as a result of or in connection
with the Agreement or A&M's and its personnel's role under the Agreement, A&M or
any  Indemnified  Party is required to


                                       12

produce any of its  personnel  (including  former  employees)  for  examination,
deposition or other written, recorded or oral presentation, or A&M or any of its
personnel  (including  former  employees)  or any  other  Indemnified  Party  is
required to produce or otherwise review, compile, submit, duplicate, search for,
organize or report on any material within such Indemnified Party's possession or
control  pursuant  to a  subpoena  or  other  legal  (including  administrative)
process,  the Company will reimburse the Indemnified Party for its out of pocket
expenses, including the reasonable fees and expenses of its counsel.

C. If any  action,  proceeding  or  investigation  is  commenced  to  which  any
Indemnified Party proposes to demand indemnification hereunder, such Indemnified
Party will notify the Company with  reasonable  promptness;  provided,  however,
that any  failure  by such  Indemnified  Party to notify  the  Company  will not
relieve the Company from its  obligations  hereunder,  except to the extent that
such failure  shall have  actually  prejudiced  the defense of such action.  The
Company shall promptly pay expenses reasonably incurred by any Indemnified Party
in  defending,   participating  in,  or  settling  any  action,   proceeding  or
investigation in which such Indemnified  Party is a party or is threatened to be
made a party or otherwise is  participating in by reason of the engagement under
the Agreement,  upon submission of invoices therefor,  whether in advance of the
final  disposition of such action,  proceeding,  or  investigation or otherwise.
Each  Indemnified  Party hereby  undertakes,  and the Company hereby accepts its
undertaking,  to  repay  any  and all  such  amounts  so  advanced  if it  shall
ultimately  be  determined  that such  Indemnified  Party is not  entitled to be
indemnified therefor.  If any such action,  proceeding or investigation in which
an Indemnified Party is a party is also against the Company, the Company may, in
lieu of advancing the expenses of separate counsel for such  Indemnified  Party,
provide such Indemnified Party with legal representation by the same counsel who
represents the Company, provided such counsel is reasonably satisfactory to such
Indemnified Party, at no cost to such Indemnified Party; provided, however, that
if such counsel or counsel to the Indemnified  Party shall determine that due to
the  existence  of  actual or  potential  conflicts  of  interest  between  such
Indemnified  Party and the Company such counsel is unable to represent  both the
Indemnified Party and the Company,  then the Indemnified Party shall be entitled
to use  separate  counsel of its own  choice,  and the  Company  shall  promptly
advance its  reasonable  expenses of such  separate  counsel upon  submission of
invoices therefor.  Nothing herein shall prevent an Indemnified Party from using
separate  counsel  of its own choice at its own  expense.  The  Company  will be
liable for any  settlement of any claim against an  Indemnified  Party made with
the Company's written consent, which consent shall not be unreasonably withheld.

D. In  order to  provide  for just and  equitable  contribution  if a claim  for
indemnification  pursuant to these indemnification  provisions is made but it is
found in a final judgment by a court of competent  jurisdiction  (not subject to
further appeal) that such indemnification may not be enforced in such case, even
though the  express  provisions  hereof  provide for  indemnification,  then the
relative fault of the Company, on the one hand, and the Indemnified  Parties, on
the other hand,  in  connection  with the  statements,  acts or omissions  which
resulted in the losses,  claims,  damages,  liabilities and


                                       13

costs  giving rise to the  indemnification  claim and other  relevant  equitable
considerations  shall be considered;  and further provided that in no event will
the Indemnified Parties' aggregate contribution for all losses, claims, damages,
liabilities  and  expenses  with  respect  to which  contribution  is  available
hereunder exceed the amount of fees actually received by the Indemnified Parties
pursuant  to  the   Agreement.   No  person   found   liable  for  a  fraudulent
misrepresentation  shall be entitled to  contribution  hereunder from any person
who is not also found liable for such fraudulent misrepresentation.

E. In the event the Company and A&M seek judicial approval for the assumption of
the Agreement or authorization to enter into a new engagement agreement pursuant
to either of which A&M would continue to be engaged by the Company,  the Company
shall  promptly pay expenses  reasonably  incurred by the  Indemnified  Parties,
including  reasonable  attorneys'  fees and  expenses,  in  connection  with any
motion,  action or claim made either in support of or in  opposition to any such
retention  or  authorization,  whether in advance of or  following  any judicial
disposition  of such  motion,  action  or claim,  promptly  upon  submission  of
invoices  therefor and regardless of whether such retention or  authorization is
approved  by any court.  The  Company  will also  promptly  pay the  Indemnified
Parties  for any  expenses  reasonable  incurred by them,  including  reasonable
attorneys'  fees and expenses,  in seeking  payment of all amounts owed it under
the Agreement (or any new engagement  agreement) whether through submission of a
fee  application  or  in  any  other  manner,  without  offset,   recoupment  or
counterclaim,  whether as a secured claim, an  administrative  expense claim, an
unsecured claim, a prepetition claim or a postpetition claim.

F. Neither  termination of the Agreement nor termination of A&M's engagement nor
the filing of a petition  under Chapter 7 or 11 of the United States  Bankruptcy
Code (nor the  conversion of an existing case to one under a different  chapter)
shall affect these  indemnification  provisions,  which shall  hereafter  remain
operative and in full force and effect.

G. The rights provided herein shall not be deemed  exclusive of any other rights
to which the  Indemnified  Parties  may be  entitled  under the  certificate  of
incorporation  or  bylaws of the  Debtors,  any  other  agreements,  any vote of
stockholders or  disinterested  directors of the Debtors,  any applicable law or
otherwise.

                                       ALVAREZ & MARSAL, LLC
AMERICAN ITALIAN PASTA COMPANY

                                       By:  /s/ James P. Fogarty
                                          -----------------------------
By:  /s/ Robert Niehaus                     Managing Director
   -----------------------------
     Lead Director

                                       14

EX-99

                                                                    Exhibit 99.1


-------------------------------------------------------------------------
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
                            Retains Alvarez & Marsal

           Jim Fogarty of A&M Appointed as Co-Chief Executive Officer

                     Overview of Company Liquidity Provided

- --------------------------------------------------------------------------------

KANSAS  CITY,  MO,  September  29,  2005  ---  American  Italian  Pasta  Company
(NYSE:PLB)  today announced that it has retained the management  consulting firm
Alvarez & Marsal  (A&M).  The Company  also  announced  the  appointment  of Jim
Fogarty of A&M as  Co-Chief  Executive  Officer.  The Company  also  provided an
overview of the Company's current liquidity.

Retention of Alvarez and Marsal:

A&M will partner with the  Company's  leadership  team to evaluate its strategic
plan, implement various business initiatives and drive performance  improvement.
A focus of the A&M team will be to  improve  the  performance  of the  Company's
portfolio  of pasta  brands and to solidify and improve its position as a leader
in providing food service, industrial and private label dry pasta products.

The Company noted that Mr.  Fogarty and A&M were  retained  based on their solid
record  of  assisting  in  successful  financial  and  operational   performance
improvement programs, including their substantial experience in consumer branded
products.

Mr. Fogarty joined A&M in 1994 and currently serves as a Managing  Director.  He
has worked in a variety of management and advisory roles in several  industries,
most recently serving in a senior executive position with Levi Strauss & Co. and
prior to that as a senior executive of the Warnaco Group.


                                     -more-

AIPC
September 29, 2005
Page 2


Overview of Company Liquidity:

The  Company  also  provided  an  overview  of its  current  liquidity  and debt
position.  As of September 28, 2005,  total debt was $281.5  million,  including
$276.7 million under its bank credit agreement.  Total debt, less cash, stood at
$273.4  million.  As of September 28, 2005, the company had liquidity  resources
totaling approximately $20.9 million,  reflecting  availability of approximately
$12.8  million under its revolving  credit  agreement and cash of  approximately
$8.1  million.  The Company also noted that amounts  owed to its  suppliers  and
vendors are currently within  established credit terms. The Company continues to
expect  that  net cash  flow to be  generated  from  operations,  combined  with
liquidity resources, will be sufficient to meet its expected operating needs for
the upcoming fiscal year.

In addition,  the Company's core operations  continued to generate positive cash
flow  during  the  fourth  fiscal  quarter   ending   September  30,  2005,  not
withstanding  incremental costs incurred of approximately  $3.5 million relating
to the audit  committee  investigation  and  related  matters  disclosed  by the
Company in August 2005.

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 five  plants  that are  located  in  Excelsior  Springs,  Missouri;
Columbia, South Carolina; Tolleson, Arizona; Kenosha, Wisconsin and Verolanuova,
Italy. The Company has  approximately 600 employees located in the United States
and Italy.

Alvarez & Marsal (A&M) was founded in 1983 by Tony Alvarez II and Bryan  Marsal,
and   is   a   global   professional   services   firm   providing   specialized
problem-solving,  management  and  advisory  services  to  companies  in need of
performance  improvement in specific  financial and  operational  areas.  A&M is
headquartered in New York City, with 600 people in 25 offices serving the United
States,  Europe,  Latin America and Asia. (For more information  about Alvarez &
Marsal, visit www.alvarezandmarsal.com or contact Rebecca Baker, 212-759-4433).

The statements made above in "Overview of Company Liquidity" are forward-looking
and based on current expectations.  Actual future results or events could differ
materially  from  those  anticipated  by such  forward-looking  statements.  The
differences could be caused by a number of factors,  including,  but not limited
to, the  completion  and findings of the  investigation  being  conducted by the
Company's Audit Committee and the willingness of the Company's  lenders to amend
the terms of the  credit  agreement  or  provide  refinancing  of the  Company's
indebtedness.  In addition, future operating results are impacted by a number of
factors,  including but not limited to, our  dependence  on a limited  number of
customers  for a  substantial  portion  of our  revenue,  our  ability to obtain
necessary raw materials and minimize  fluctuations in raw material  prices,  the
impact of the highly competitive  environment in which we operate,  our reliance
exclusively on a single product category,  our ability to attract and retain key
personnel,  and our ability to  cost-effectively  transport  our  products.  For
additional  discussion of the principal  factors that could cause actual results
to be materially different,  refer to our report on Form 10-K dated December 10,
2004 filed by the Company  with the  Securities  and  Exchange  Commission.  The
Company will not update any forward-looking  statements in this press release to
reflect future events.


                                      ###