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)        November 29, 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:

[ ] 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 November 29, 2005, the Compensation Committee of American Italian Pasta
Company (the "Company") approved a revised Board of Directors Compensation
Program, effective as of October 17, 2005. The revised program (i) changes the
compensation for the Chairman of the Board, which is now a non-executive
position, to an annual cash retainer of $65,000, (ii) changes the compensation
for the Chairman of the Audit Committee to an annual cash retainer of $80,000,
and (iii) changes the per meeting fee for the Audit Committee to $3,500 for the
Chairman and $1,500 for each member.

     The revised Board of Directors Compensation Program is attached as Exhibit
10.1 hereto and incorporated herein by reference.

Item 9.01  Financial Statements and Exhibits.

          (c)  Exhibits.

          10.1 Board of Directors Compensation Program.

                                   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 5, 2005            AMERICAN ITALIAN PASTA COMPANY


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

                                  EXHIBIT INDEX


Exhibit Number    Description

     10.1         Board of Directors Compensation Program

EX-10

                                                                    Exhibit 10.1

                         American Italian Pasta Company
                     Board of Directors Compensation Program
                           Effective October 17, 2005


Annual Board Retainer                    Chairman: $65,000 in cash
                                         Other Board members: $14,000 in cash
                                         All: a number of shares of common stock
                                         in the Company equal to $20,000 based
                                         on the market price on the day of the
                                         annual stockholder meeting.

Audit Committee Chairman                 $80,000 per year

Compensation Committee Chairman          $3,500 per year

Governance Committee Chairman            $3,500 per year

Lead Director                            $3,500 per year

Board Meeting Attendance                 $1,750 per meeting (as designated by
                                         the Chairman as an official Board
                                         meeting)

Committee Meetings (other than           $1,000 per meeting (as designated by
Audit Committee)                         the Committee Chairman as a paid
                                         meeting)

Audit Committee Meetings                 $3,500 per meeting for the Chairman;
                                         $1,500 per meeting for other Audit
                                         Committee members (as designated by the
                                         Committee Chairman as a paid meeting)

Telephonic Board Meetings                $350 per meeting

Telephonic Committee Meetings            $350 per meeting