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)       August 8, 2006
                                                --------------------------------

                         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 2.02  Results of Operations and Financial Condition.

     On August 14, 2006, American Italian Pasta Company (the "Company") issued a
press release  providing  certain revenue and liquidity  information.  The press
release is attached as Exhibit 99.1 hereto and incorporated herein by reference.



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

     On August 8, 2006,  Mr.  George  Shadid  resigned his position as Executive
Vice  President and Chief  Financial  Officer of American  Italian Pasta Company
("the  Company"),  effective  immediately.  Mr.  Shadid  had also  served as the
Company's principal  accounting  officer.  Mr. Shadid will remain an employee of
the Company until September 1, 2006.

     The press release issued on August 14, 2006 announcing this  resignation is
attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 8.01  Other Events.

     The Company's  press  release  issued on August 14, 2006 also noted that it
did not file its Form 10-Q for the third fiscal  quarter  ended June 30, 2006 on
the due date of August 9, 2006.  As previously  disclosed,  the Company has also
not filed its Form 10-Qs for the first and second fiscal quarters of fiscal 2006
and for the third fiscal  quarter of fiscal  2005,  as well as its Form 10-K for
the fiscal year ended September 30, 2005.

     The Audit Committee  investigation  is in a late stage. The Company and the
Audit  Committee  advisors  continue  to  review  several  issues.  The  Company
currently   plans  to  complete  its  restatement  and  re-filing  of  financial
statements  by the  end of  December  2006  and  expects  to be  current  in its
delinquent filings by the end of the first calendar quarter of 2007.

Item 9.01  Financial Statements and Exhibits.

            (d)     Exhibits.

           99.1    Press release dated August 14, 2006.

                                   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:  August 14, 2006                  AMERICAN ITALIAN PASTA COMPANY



                                             By:  /s/ James P. Fogarty
                                                --------------------------------
                                                      James P. Fogarty
                                                      Chief Executive Officer

                                  EXHIBIT INDEX


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

    99.1                   Press release dated August 14, 2006.

EX-99

_________________________________________________________________________
AMERICAN ITALIAN PASTA COMPANY                                           |NEWS
                                                                         |RELEASE

Contact: Paul Geist Vice President & Corporate Controller 816-584-5611 For Immediate Release

                 AMERICAN ITALIAN PASTA COMPANY PROVIDES CERTAIN
                       REVENUE AND LIQUIDITY INFORMATION;
                          ANNOUNCES RESIGNATION OF CFO;
                          UPDATES RESTATEMENT TIMETABLE


KANSAS CITY,  MO, August 14, 2006 - American  Italian Pasta Company  (NYSE:PLB),
the largest producer and marketer of dry pasta in North America,  today provided
certain revenue and liquidity  information and commented on industry-wide trends
in the durum wheat commodity  market.  The company also provided  updates on its
restatement  process and announced the  resignation of chief  financial  officer
George D. Shadid, who has accepted a position with another company.

REVENUE INFORMATION

Total  revenues  were $92.7  million in the third fiscal  quarter ended June 30,
2006, increasing 2.8% from $90.2 million in the comparable fiscal quarter in the
2005 fiscal year.  Overall volume increased 1.5% during the quarterly period, as
compared to the previous fiscal year's quarter.  On a year-to-date  basis, total
revenues were $289.7  million,  increasing  0.1% from $289.4 million and overall
volume  decreased 0.6%.  Significant  components of revenue  performance for the
third quarter of fiscal year 2006 and on a year-to- date basis include:

     Retail revenues:  The Company's retail revenues  increased by $5.4 million,
     or 8.4%, as compared to the same quarterly  period in the 2005 fiscal year.
     Retail volume  increased  during the fiscal  quarter by 9.8% as compared to
     the prior fiscal year quarter.  The Company's retail revenues  increased by
     $4.2 million, or 2.0%, as compared to the prior fiscal year-to-date period.
     Retail volume increased 2.6%, as compared to the prior fiscal  year-to-date
     period.

     Institutional  revenues: The Company's  institutional revenues decreased by
     $2.9 million,  or 11.2%,  as compared to the same  quarterly  period in the
     2005 fiscal

     year.  Institutional volume declined during the fiscal quarter by 13.8%, as
     compared to the prior  fiscal year  quarter.  The  Company's  institutional
     revenues  decreased by $3.9  million,  or 5.3%,  and  institutional  volume
     decreased 7.1%, as compared to the prior fiscal year-to-date period.

The  Company  noted  that all  historical  revenue  amounts  outlined  above are
unaudited  and  are  subject  to  adjustments  resulting  from  the  continuing,
previously announced Audit Committee investigation.

LIQUIDITY

Total debt  outstanding on June 30, 2006 was $266.8 million.  Total debt, net of
cash,  was $255.3  million at June 30,  2006,  compared to $267.5  million as of
September 30, 2005.

For the  nine-month  period ended June 30, 2006,  the  Company's  cash  outflows
included the following items of  significance:  interest costs of $17.0 million;
capital  expenditures  of $ 7.1  million;  professional  fees  of  $5.8  million
relating  to the  audit  committee  investigation,  shareholder  litigation  and
related  matters;  management  consulting  fees  of $  6.1  million;  and  costs
associated with the Company's debt  refinancing and bank waiver of $7.3 million.
During  this  period  when such  expenditures  were  incurred,  the  Company had
sufficient cash  generation and liquidity to meet its obligations  and, as noted
above, reduce its net debt position by $12.2 million.

As of August 11,  2006,  the  Company  had total  liquidity  resources  of $40.1
million, consisting of cash on hand of $11.6 million and $28.5 million available
under the Company's $30.0 million revolving credit facility.

Total debt  outstanding  on August 11, 2006 was $262.3  million,  reflecting net
reduction of $4.5 million from June 30, 2006,  and total debt,  net of cash, was
$250.7  million.  The Company has  recently  completed  the  divestments  of the
Kenosha,  Wis. facility and the Company's specialty pasta brands. The closing of
these  transactions  (which  include  the  sale of  certain  plant  assets,  the
specialty brands and the related  inventory)  resulted in the Company generating
net cash proceeds (sales price less costs of disposition) of approximately  $7.7
million,  of which $4.5 million was utilized to reduce the Company's  borrowings
under its credit facility.

DURUM WHEAT MARKET OUTLOOK

The Company noted that the current  market  outlook for durum wheat,  which is a
significant  component  of its overall  production  costs,  has been  negatively
impacted by recent extreme weather  conditions during July and August leading up
to the current crop harvest.  In addition,  the market outlook has been impacted
by reduced crop  plantings  during the current  crop cycle.  The supply of durum
wheat and overall crop yields are escalating durum prices for the industry.  The
Company  will be seeking to offset  some of this cost  inflation  through  price
increases, however, the potential impact on margins and earnings is difficult to
predict and dependent on, among other things, the competitive environment.

RESIGNATION OF CHIEF FINANCIAL OFFICER

Mr.  Shadid,  who joined AIPC as a consultant  in June of 2004 and was appointed
CFO in  September  of that year,  has  decided to leave the  company to accept a
position with a privately-held company in the Kansas City area. He will continue
with AIPC through September 1, 2006.

Paul  Geist,  vice  president  and  corporate  controller,  has  been  appointed
principal  accounting officer.  He and Jeff Johnson,  vice president of finance,
will report to chief executive officer Jim Fogarty.

Mr.  Fogarty  commented:  "We thank George for his service as AIPC has worked to
chart a positive  course  forward  and wish him well in his new  endeavors.  Our
audit committee  investigation into the company's historic financial  statements
is in a late  stage.  We have a  talented  team in  place  to  ensure  a  smooth
transition in our finance  function and to continue our work on the  restatement
process.  In  addition,  as we continue to make good  progress  executing on our
business  plan, a search for a permanent  CEO is underway and the timing of this
transition  should,  importantly,  allow the company's new CEO to participate in
the  selection  of a new CFO.  The AIPC team and I  continue  to be hard at work
implementing  our key business  initiatives  and  preparing  the company for the
future."

"American Italian Pasta Company has achieved a number of important milestones in
the face of  significant  challenges,"  said  Mr.  Shadid.  "AIPC  has a team of
dedicated  and  talented  employees  and I wish the company  much success in the
future."

RESTATEMENT UPDATE

The  Company  noted  that it did not  file its Form  10-Q for the  third  fiscal
quarter  ended June 30,  2006 on the due date of August 9, 2006.  As  previously
disclosed,  the  Company  has also not  filed  its Form  10-Qs for the first and
second fiscal quarters of fiscal 2006 and for the third fiscal quarter of fiscal
2005, as well as its Form 10-K for the fiscal year ended September 30, 2005.

The Audit Committee  investigation is in a late stage. The Company and the Audit
Committee  advisors  continue to review several  issues.  The Company  currently
plans to complete its restatement  and re-filing of financial  statements by the
end of December 2006 and expects to be current in its delinquent  filings by the
end of the first calendar quarter of 2007.

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 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 the expected  revenues for the third fiscal
quarter of fiscal  year 2006 and the

durum wheat outlook are  forward-looking.  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 Audit  Committee  investigation,  the
Company's  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,  the  conclusions  reached  regarding  financial
reporting,  and the overall durum wheat market and harvest. The Company will not
update any  forward-looking  statements in this press release to reflect  future
events.

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