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)         March 21, 2007
                                                --------------------------------

                         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.

American Italian Pasta Company (the "Company") and Alvarez & Marsal, LLC ("A&M")
have  agreed to the terms  under  which A&M will  continue  to  provide  certain
management  consulting  services to the Company while the Company  completes its
restatement  process and  finalizes its search for a permanent  Chief  Executive
Officer.  The  revised  engagement  terms  are set  forth in an  amendment  (the
"Amendment") to the September 28, 2005 letter agreement between the parties.

The Amendment (1) sets  staffing  costs for remainder of 2007;  (2) confirms the
current  hourly  billing  rates for A&M  personnel;  and (3) sets the  potential
incentive  compensation  for reaching certain  established  EBITDA and cash flow
targets for FY 2007.

The  Amendment  is attached as Exhibit  10.1 hereto and  incorporated  herein by
reference.

Item 9.01  Financial Statements and Exhibits.

         (d)   Exhibits.

         10.1  Letter  Agreement  between the Company and Alvarez & Marsal,  LLC
               dated March 21, 2007. (Portions redacted as confidential)

                                   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: March 27, 2007              AMERICAN ITALIAN PASTA COMPANY


                                       By:  /s/ Paul R. Geist
                                          --------------------------------------
                                            Paul R. Geist
                                            Vice President and Corporate
                                            Controller

                                  EXHIBIT INDEX


Exhibit Number      Description


     10.1           Letter  Agreement  between the Company and Alvarez & Marsal,
                    LLC   dated   March  21,   2007.   (Portions   redacted   as
                    confidential)

EX-10.1

Producers of the World's
     Finest Pasta
========================

                                 March 21, 2007

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

     Re:  Letter Agreement of September 28, 2005, as amended

Dear Jim:

     This letter (the "Second  Amendment")  addresses various matters related to
the engagement  letter dated September 28, 2005, as amended March 10, 2006, (the
"Letter")  between  Alvarez & Marsal,  LLC ("A&M") and  American  Italian  Pasta
Company (the  "Company").  Upon  execution  hereof by each of the parties below,
this Second Amendment will further amend the Letter.

     Paragraph  1(a)(iii) of the Letter states that the staffing  levels,  after
the Phase One Review (as  defined  herein),  will be agreed  with the  Company's
board of directors (the "Board") or its designees.  A&M  acknowledges and agrees
that the staffing levels, committed personnel and related fees for the remainder
of calendar year 2007 will be managed by A&M to minimize the expense to AIPC and
in any event will not exceed $225,000.00 per month.

     Paragraph  2(a) of the Letter states that the billing rates of Mr.  Fogarty
and the other A&M personnel "shall be subject to adjustment  annually on January
1, to the extent that the Company and A&M agree." The current  billing  rate for
Mr.  Fogarty is $600 per hour.  The current  hourly  billing rates for other A&M
personnel, by position held at A&M, are Director: $375-500; Associate: $275-375;
and Analyst:  $200-275. The Company and A&M agree to maintain these same billing
rates for all of these positions during calendar year 2007.

     In  addition,  A&M and the  Company  agree  that A&M will be  eligible  for
certain  incentive  compensation  related to the  achievement  of the  financial
results  by the  Company as  described  below.  In no event  will any  incentive
compensation  be due A&M unless the Company's  fiscal year 2005 Annual Report on
Form 10-K has been filed with the SEC, and with Mr. Fogarty  signing such Report
and all included  certifications as principal  executive officer of the Company,
or making himself available to sign such Report and all included  certifications
as principal executive officer of the Company.

     The  incentive  compensation  will be based on both (1) the extent to which
the Company  achieves FY 2007 EBITDA and cash flow targets  (both as defined for
purposes of the Company's executive incentive plan for FY 2007) and (2) the date
through which A&M continues to be engaged by the Company.

================================================================================
                         American Italian Pasta Company
  Briarcliff One, 4100 North Mulberry Drive, Suite 200, Kansas City, MO 64116
          Phone: 816.584.5000 Toll-free 800.272.7828 Fax: 816.584.5100

     The Initial  Incentive Payment will be calculated as shown in the following
table:

                      Initial Incentive Payment Calculation

     EBITDA Measure                                     Incentive Payment Range
     [redacted]                                         $0
     [redacted]                                         $292,000 - $400,000 *
     [redacted]                                         $400,000 - $520,000 *
     [redacted]                                         $520,000

     Cash Flow Measure                                  Incentive Payment Range
     [redacted]                                         $0
     [redacted]                                         $292,000 - $400,000 *
     [redacted]                                         $400,000 - $520,000 *
     [redacted]                                         $520,000
     * simple pro-ration

     Once the Initial Incentive  Payment is determined  following the completion
of the Company's  2007 fiscal year, the Final  Incentive  Payment Amount will be
determined  by  multiplying  the  Initial  Incentive  Payment  by  a  percentage
determined by the date through which A&M continues to be engaged  hereunder,  as
follows:

     Percentage Multiplier = A / B where

     A = The number of business  days from  January 2, 2007  through the date on
     which A&M's engagement ends; and

     B = 250, which is the agreed number of business days in calendar year 2007.

     [paragraph redacted]

     If the  foregoing  is  acceptable  to  you,  please  sign  this  letter  to
acknowledge your agreement with its terms.

                                       Sincerely,

                                       American Italian Pasta Company


                                       By:  /s/ William R. Patterson
                                           -------------------------------------
                                            William R. Patterson
                                            Chairman

Accepted and Agreed:

Alvarez & Marsal, LLC



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