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)      February 19, 2009
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                         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 5.02  Departure of Directors or Certain  Officers;  Election of  Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 19, 2009, the  stockholders  of American  Italian Pasta Company (the
"Company") approved the Company's Cash Bonus Plan (the "Plan"). The stockholders
approved  the Plan in order for the Plan to comply  with  section  162(m) of the
Internal Revenue Code of 1986, as amended (the "Code").

The Plan provides that certain specified employees of the Company may be awarded
cash  bonuses by the  Compensation  Committee  of the Board of  Directors of the
Company upon meeting  certain  specified  performance  goals as set forth in the
Plan. The  performance  goals are as set from  time-to-time by the Committee and
may differ  from  employee-to-employee  and from  award-to-award.  The  specific
performance goals for an award must be set as required by section 162 (m) of the
Code.

A copy of the Plan is attached as Exhibit 10.1 hereto and incorporated herein by
reference.

Item 8.01   Other Events.

The Company issued a press release on February 19, 2009,  announcing the results
of the 2009 Annual  Meeting of  Stockholders.  The  Company's  press  release is
attached as Exhibit 99.1 hereto and incorporated herein by reference.

Item 9.01  Financial Statements and Exhibits.

         (d)    Exhibits

         10.1   Cash Bonus Plan
         99.1   Press release dated February 19, 2009

                                   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: February 19, 2009                          AMERICAN ITALIAN PASTA COMPANY


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

                        Exhibit Index

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

            10.1        Cash Bonus Plan.

            99.1        Press release dated February 19, 2009.

EX-10

                                                                    Exhibit 10.1


                         AMERICAN ITALIAN PASTA COMPANY
                                 CASH BONUS PLAN

     1. Purpose. The purpose of the Cash Bonus Plan (the "Plan") is to enhance
American Italian Pasta Company's (the "Company") ability to attract, motivate,
reward, and retain key employees, to strengthen their commitment to the success
of the Company and to align their interests with those of the Company's
shareholders by providing additional compensation based on the achievement of
performance objectives. To this end, the Plan provides a means of rewarding
participants based on the performance of the Company.

     2. Committee. The Plan shall be administered by the Compensation Committee
of the Board of Directors of the Company (the "Committee"). Each member of the
Committee must be an "outside director" within the meaning of the Regulations
promulgated under Section 162(m) of the Internal Revenue Code of 1986, as
amended (the "Code").

     3. Eligible Employees. The eligible employees who will participate in the
Plan for any Performance Period (defined below) and the performance goals for
any Performance Period will both be designated by the Committee in its sole
discretion not later than the earlier of the end of the first 25% of the
Performance Period or 90 days after the commencement of the Performance Period.
Those eligible employees who are participants with respect to any period are
hereinafter referred to as "Participant". The fact that an employee is eligible
for any year does not entitle that employee to be eligible for any other year.

     4. Maximum Bonus. The maximum amount of compensation that may be paid to a
Participant pursuant to this Plan is $2,000,000 per year. All amounts payable
under the Plan with respect to a Performance Period shall be paid in a single
lump sum at the direction of the Compensation Committee, provided that all such
amounts shall be paid no later than the last day of the "applicable 2(1)/2 month
period." The "applicable 2(1)/2 month period" is the period ending on the later
of the 15th day of the third month following the end of the Participant's first
taxable year in which the right to the payment is no longer subject to a
substantial risk of forfeiture or the 15th day of the third month following the
end of the Company's first taxable year in which the right to the payment is no
longer subject to a substantial risk of forfeiture.

     5. Performance Goals. Awards to Participants will be based on performance
goals, which shall provide for a targeted level or levels of achievement using
one or more of the following predetermined measurements determined by the
Committee (in its sole discretion) to be applicable to a Participant with
respect to an Award, and such measures must be defined by the Committee to be
objectively determinable so that a third party having knowledge of the relevant
performance results could calculate the amount to be paid: (a) earnings (either
in the aggregate or on a per-share basis); (b) net income (before or after
taxes); (c) operating income or margin; (d) cash measures, including cash flow
(operating cash flow or cash position) and cash generation; (e) return measures
(including return on investment, assets, equity or sales); (f) earnings before
or after taxes, before or after interest and before or after depreciation and
amortization; (g) gross revenues; (h) share price or performance (including
growth measures and total stockholder return or attainment by the Shares of a
specified value for a specified period of time); (i) capital expenditure
containment or improvement in capital structure; (j) productivity; (k) expenses
(operating expense, expense management, expense ratios, expense efficiency
ratios, other expense measures of cost containment, including, medical casualty
and workers compensation costs); (l) net economic value; (m) market share; (n)
dividends paid or payable; (o) borrowing levels, leverage ratios, credit rating,
accounts receivable, inventory, lost time, accidents or safety; (p) financing
(issuance of debt or equity) or refinancing; (q)completion of transactions
intended to enhance the financial performance of the Company; (r) measures of
customer satisfaction, acquisition or retention; (s) employee relations
(surveys, employee claims) and retention, generally or with respect to any
category of employees; (t) planning accuracy measured by comparing planned
results to actual results; (u) sales of particular products or services; (v)
supervision of litigation and information technology; (w) compliance goals
(social goals, diversity goals, safety programs, regulatory or legal
compliance). Such measurements may be designated by the Committee to include or
exclude extraordinary and/or other items and may be measured against an absolute
target, change in the measure, or the performance of the same measure by one or
more peer companies or indices designated by the Committee. Such measurements
may be designated by the Committee to be determined on a Company-wide basis,
with respect to any one or more business units, products or other portions of
the Company, or on a per share (diluted or not diluted) basis. The Performance
Goals may differ from Participant to Participant and from award to award. The
Committee shall designate the period for which the Performance Goals will be
measured (the "Performance Period").

     6. Certification. Prior to payment of a bonus with respect to a Performance
Period, the Committee must certify in writing that the performance goals and
other material terms of the Plan for the Performance Period have been met and
satisfied.

     7. Vesting. A Participant shall forfeit an award if the Participant is not
employed by the Company in a position that requires the performance of
substantial services on the date the bonus would otherwise be paid by the
Company, except that (a) the Committee may specify otherwise; and (b) if the
Participant dies or becomes disabled during the period beginning on the first
day of the Performance Period and ending on the date of payment of the bonus for
such Performance Period, then such Participant shall be entitled to the pro rata
share of the bonus for such Performance Period that he or she would have
received if he or she had remained employed in a position that requires the
performance of substantial services. Such pro rata share will be the number of
full days during the Performance Period that precede the date of death or
disability, divided by 365. "Disability" or "Disabled" shall mean that the
Participant is: (1) unable to engage in any substantial gainful activity by
reason of any medically determinable physical or mental impairment which can be
expected to result in death or can be expected to last for a continuous period
of not less than twelve (12) months; or (2) is, by reason of any medically
determinable physical or mental impairment which can be expected to result in
death or can be expected to last for a continuous period of not less than twelve
(12) months, receiving income replacement benefits for a period of not less than
three (3) months under an accident and health plan covering employees of the
Participant's employer.

     8. Clawback. If the Company is required to restate any of its financial
statements filed with the Securities and Exchange Commission, other than
restatements due solely to facts external to the Company and its affiliates such
as a change in accounting principles or a change in securities laws or
regulations with retroactive effect; then the Committee may direct the Company
to seek to recover or require reimbursement of any bonus paid pursuant to this
Plan to the extent all or part of the Performance Period to which such bonus
related was included in the period(s) covered by the restated financial
statements, and such bonus exceeded the amount that would have been paid for
such Performance Period if it had been based upon the restated financial
statements. In exercising its discretion to cause the Company to seek to recover
or require reimbursement of any amounts as a result of any restatement pursuant
to this section, the Committee may give consideration to, among other relevant
factors, the level of Participant's responsibility or influence, as well as the
level of others' responsibility or influence, over the judgments or actions that
gave rise to the restatement.

     9. Amendment or Termination. The Committee may amend or terminate the Plan
at any time in its discretion; provided, however, that no amendment or
termination of the Plan may affect any award made under the Plan prior to that
time.

     10. Shareholder Approval. This Plan is being submitted to the shareholders
of the Company for approval, in accordance with section 162(m) of the Code.

     11. Books and Records; Expenses. The books and records to be maintained for
the purpose of the Plan shall be maintained under the supervision and control of
the Committee. All calculations and financial accounting matters relevant to
this Plan shall be determined in accordance with GAAP, except as otherwise
directed by the Committee. All expenses of administering the Plan shall be paid
by the Company from the general funds of the Company.

     12. Beneficiaries. Each Participant shall have the right to designate in
writing a beneficiary (a "Beneficiary") to succeed to his right to receive
payments hereunder in the event of his death. In case of a failure of
designation or the death of a designated Beneficiary without a designated
successor, payments shall be made to the Participant's estate. Beneficiaries may
be changed by the Participant in writing without the consent of any prior
Beneficiaries.

     13. No Attachment. To the extent permitted by law, the right of any
Participant or any Beneficiary in any benefit or to any payment hereunder shall
not be subject in any manner to attachment or other legal process for the debts
of such Participant or Beneficiary; and any such benefit or payment shall not be
subject to anticipation, alienation, sale, transfer, assignment or encumbrance.

     14. No Liability. No member of the Board or of the Committee and no officer
or employee of the Company shall be liable to any person for any action taken or
omitted in connection with the administration of this Plan unless attributable
to his own fraud or willful misconduct; nor shall the Company be liable to any
person for any such action unless attributable to fraud or willful misconduct on
the part of a director, officer or employee of the Company.

     15. No Fiduciary Relationship. Nothing contained herein shall be deemed to
create a trust of any kind or create any fiduciary relationship. To the extent
that any person acquires a right to receive payments from the Company under this
Plan, such right shall be no greater than the right of any unsecured general
creditor of the Company.

     16. No Guarantee of Employment. Nothing contained in this Plan shall be
deemed to give any Participant the right to be retained in the service of the
Company or to interfere with the right of the Company to discharge any
Participant, for or

without cause, at any time, regardless of the effect which such discharge shall
have upon such individual as Participant in the Plan.

     17. Governing Law. This Plan shall be construed in accordance with the laws
of the State of Missouri.

     18. Interpretation of Plan. The Committee shall have sole and absolute
discretion and authority to interpret all provisions of this Plan and to resolve
all questions arising under this Plan; including, but not limited to,
determining whether any person is eligible under this Plan, whether any person
shall receive any payments pursuant to this Plan, and the amount of any payments
to be made pursuant to this Plan. Any interpretation, resolution or
determination of the Committee shall be final and binding upon all concerned and
shall not be subject to review.

     19. Withholding. Prior to the delivery of any payment pursuant to this
Plan, the Company shall have the power and the right to deduct or withhold or
require a Participant to remit to the Company, an amount sufficient to satisfy
Federal, state and local taxes (including the Participant's FICA obligation)
required to be withheld with respect to such delivery.

     20. Not Exclusive. The Company may provide for and pay bonuses outside the
terms of this Plan.

EX-99

                                                                EXHIBIT 99.1

AMERICAN ITALIAN PASTA COMPANY
================================================================================

Contact: Paul R. Geist EVP & Chief Financial Officer 816-584-5228 pgeist@aipc.com

For Immediate Release



              AMERICAN ITALIAN PASTA COMPANY ANNOUNCES RESULTS OF
                      ITS 2009 ANNUAL STOCKHOLDER MEETING

KANSAS  CITY,  MO.,   February  19,  2009  --  American  Italian  Pasta  Company
(NASDAQ:AIPC),  the largest  producer of dry pasta in North  America,  announced
results  from its 2009 Annual  Stockholder  Meeting  held today in Kansas  City,
Missouri.

All nine current  members of the Board of Directors  standing for election  were
approved  by the  stockholders  for the terms set forth in the  Company's  Proxy
Statement,  with the Company's  Board now  comprised of the  following  members:
David Allen,  Jonathan Baum, Mark Demetree,  Robert Druten,  James Heeter,  Jack
Kelly, Ronald Kesselman,  William Patterson and Tim Pollak. Following the Annual
Meeting,  the Board of Directors elected William Patterson as its Chairman.  The
Board also elected Robert Druten,  Jonathan Baum and James Heeter as Chairman of
the Audit, Compensation and Nominating & Governance Committees, respectively.

The  stockholders  also  ratified  the  selection  of Grant  Thornton LLP as the
Company's  independent  registered  public  accounting  firm for fiscal 2009 and
approved  a cash  bonus  plan to provide  incentive  compensation  to  employees
consistent with performance measures as determined by the Board.

"We are  pleased  to have  such a  talented  and  experienced  board and we look
forward to serving  our  stockholders  as we strive to continue to grow AIPC and
enhance stockholder value", said William Patterson, Chairman.

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.  For more
information, visit www.aipc.com.


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