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 15, 2008
                                                --------------------------------

                         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 8.01  Other Events

     On September 15, 2008, American Italian Pasta Company (the "Company")
announced that it has entered into separate settlement agreements with the U.S.
Attorney for the Western District of Missouri on behalf of the Department of
Justice ("USAO") and with the U.S. Securities and Exchange Commission ("SEC"),
to fully resolve the previously disclosed investigations of the Company relating
primarily to historical accounting and financial reporting occurring under prior
management.

     Under the agreement with the USAO, the Company agreed to acknowledge
responsibility for the conduct of certain former officers and employees, to
continue to cooperate with the USAO, and to pay a monetary penalty of $7.5
million. Under the settlement with the SEC, the Company agreed to a consent
injunction requiring future compliance with federal securities laws. The SEC
settlement involves no monetary penalty against the Company.

     The press release announcing the settlements is attached as exhibit 99.1
hereto and incorporated herein by reference.


Item 9.01  Financial Statements and Exhibits.

     (d)   Exhibits.

     99.1  Press Release dated September 15, 2008.

                                   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: September 15, 2008          AMERICAN ITALIAN PASTA COMPANY


                                       By:  /s/  Paul R. Geist
                                          --------------------------------------
                                            Paul R. Geist
                                            Chief Financial Officer

                                  EXHIBIT INDEX


Exhibit Number             Description


     99.1                  Press Release dated September 15, 2008.

EX-99.1

                                                                    Exhibit 99.1

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AMERICAN ITALIAN PASTA COMPANY                                          |NEWS
                                                                        |RELEASE

Contact: Paul Geist EVP & Chief Financial Officer 816-584-5611

For Immediate Release

              AMERICAN ITALIAN PASTA COMPANY CONCLUDES SETTLEMENTS
              WITH DOJ AND SEC ON HISTORICAL ACCOUNTING PRACTICES


KANSAS CITY, MO, September 15, 2008 - American Italian Pasta Company  (AITP.PK),
the largest producer of dry pasta in North America,  today announced that it has
entered  into  separate  settlement  agreements  with the U.S.  Attorney for the
Western District of Missouri on behalf of the Department of Justice ("USAO") and
with the U.S.  Securities and Exchange  Commission  ("SEC") to fully resolve the
previously  disclosed  investigations  of  the  Company  relating  primarily  to
historical   accounting  and  financial  reporting  that  occurred  under  prior
management.

Under  the  agreement   with  the  USAO,   the  Company  agreed  to  acknowledge
responsibility  for the conduct of certain  former  officers and  employees,  to
continue  to  cooperate  with the USAO,  and to pay a  monetary  penalty of $7.5
million.  Under the  settlement  with the SEC,  the Company  agreed to a consent
injunction  requiring  future  compliance with federal  securities laws. The SEC
settlement involves no monetary penalty against the Company.

Beginning in July 2005,  the Board of  Directors,  through its Audit  Committee,
conducted  an  extensive   internal   investigation,   with  the  assistance  of
independent legal counsel and forensic  accounting  experts,  into the Company's
past accounting practices. Throughout the investigations, the Company cooperated
fully with the government,  issued restated  financial  reports,  and instituted
several  governance reforms designed to prevent similar accounting and financial
reporting issues from occurring again. In agreeing to the settlements,  the U.S.
Attorney and the SEC recognized the cooperation  and remediation  efforts of the
Company and its Board of Directors.

"Today's  announcement  brings a welcome close to an unfortunate  chapter in the
otherwise  proud history of our Company,"  said Jack Kelly,  president and chief
executive officer.  "I am extremely grateful to our Board of Directors for their
leadership in addressing this matter in a thorough and proactive  manner," added
Kelly,  who joined the Company in November  2007 and was appointed the Company's
president and CEO in January 2008.  "I also am proud of the  meaningful  reforms
our new senior  management  team and employees  have  implemented  over

American Italian Pasta Co.
September 15, 2008
Page 2


the last  three  years to correct  the past  issues  and  restore  AIPC to sound
governance and financial practices."

Some of the reforms  undertaken by the board and senior  officers  include:  the
appointment  of a new team of  senior  leaders  with a proven  track  record  of
integrity and business  leadership;  extensive efforts to significantly  improve
financial  processes  and  controls;  a  restructured  ethics  policy;  and  the
establishment of a compliance office.

"These  settlements  complete the process  begun in July,  2005 and enable us to
focus entirely on the future," said Bill  Patterson,  chairman of the AIPC Board
of Directors. He pointed to milestones in the process,  including the settlement
of the  federal  securities  class  action  lawsuit,  the  restatement  of  past
financial reports,  and the Company achieving current filing status with the SEC
for its periodic financial reports.

"Our  Board,  executive  team  and  all  of our  valued  employees  continue  to
demonstrate,  in substantive  and important  ways, that even when faced with the
toughest  challenges,  we have the  ability  and  resolve to  enhance  our value
proposition  for customers and  shareholders  while making AIPC a great place to
work," said Kelly.  "We know that AIPC is best  served by putting  these  issues
behind us and  allowing  the entire  organization  to fully focus on meeting our
customers' needs and growing our leadership position in the dynamic pasta market
place."

ABOUT AIPC

Founded  in 1988 and based in Kansas  City,  Missouri,  American  Italian  Pasta
Company is the largest  producer 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.




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