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 9, 2004
                                                 ----------------------


                            New World Pasta Company
-------------------------------------------------------------------------------
                (Exact Name of Registrant Specified in Charter)


        Delaware                        333-76763               52-2006441
-------------------------------------------------------------------------------
(State or Other Jurisdiction           (Commission             (IRS Employer
       of Incorporation)                File Number)        Identification No.)


 85 Shannon Road,  Harrisburg, Pennsylvania                       17112
-------------------------------------------------------------------------------
(Address of Principal Executive Offices)                        (Zip Code)


Registrant's telephone number, including area code  (717) 526-2200

<PAGE>


Item 7(c)  Exhibits.

99.1     Press Release issued by New World Pasta Company, a Delaware
         corporation (the "Company"), on February 9, 2004.


Item 9.  Regulation FD Disclosure

         On February 9, 2004, representatives of the Company and its advisors
met with certain holders of the Company's 9 1/4% Senior Subordinated Notes due
2009 (the "Notes") to discuss the Company's current liquidity situation and
possible restructuring alternatives with respect to the Company's obligations
under the outstanding Notes. As part of the February 9th discussions, the
Company provided the Note holders with an update regarding the Company's
operations and related matters, as well as an overview of certain previously
undisclosed historical financial information. Immediately following the
meeting, the Company issued a press release, a copy of which is furnished
herewith as Exhibit 99.1 to this Current Report on Form 8-K, which includes
certain important financial information that was provided to Note holders at
the February 9th meeting. The attached press release also includes a
discussion of certain significant terms of the restructuring proposal
presented by the Company to Note holders at the February 9th meeting.

         The information contained herein and in the press release attached
hereto as Exhibit 99.1 is furnished pursuant to Item 9 of Form 8-K and shall
not be deemed to be "filed" for the purposes of Section 18 of the Securities
Exchange Act of 1934 or otherwise subject to the liabilities of that Section,
unless the Company specifically incorporates such information by reference in
a document filed under the Securities Act of 1933 or the Securities Exchange
Act of 1934. By filing this Current Report on Form 8-K and furnishing this
information, the Company makes no admission as to the materiality of any
information in this Current Report on Form 8-K or in Exhibit 99.1 attached
hereto.

         Cautionary Statements Regarding Financial Information

         Since the Company's failure to timely file its Quarterly Report on
Form 10-Q for the fiscal quarter ended September 30, 2002 with the Securities
and Exchange Commission (the "SEC"), the Company, in conjunction with its
independent auditors and other outside advisors, has been engaged in an
in-depth review and analysis of the Company's financial and accounting records.
As a result of this review, the Company has now determined that a restatement
of the Company's consolidated financial statements for the fiscal year ended
December 31, 2001, and the first and second quarters of 2002, is required.

         While the Company is diligently working with its independent auditors
to complete the required review of the Company's financial records, the
Company has not yet completed the restatement of its consolidated financial
statements for fiscal year 2001 or the preparation of consolidated financial
statements for fiscal years 2002 and 2003. Nevertheless, in an effort to keep
stakeholders apprised of certain key measures of the Company's financial
performance, this Current Report on Form 8-K and the attached press release
report certain preliminary unaudited financial results for the Company and its
subsidiaries on a consolidated basis for fiscal year 2001, as restated, and
for fiscal years 2002 and 2003, including net sales, gross margin, income from
operations, EBITDA and certain balance sheet items. The financial results
discussed herein and in the attached press release are preliminary in nature
and have not been audited. There can be no assurance that the Company's
financial results for fiscal year 2001, as restated, and for fiscal years 2002
and 2003, when finally reported after completion of the Company's internal
review and completion of the audit being conducted by the Company's
independent auditors, will not vary from the preliminary results contained
herein and in the attached press release, perhaps significantly. In addition,
the preliminary financial results contained herein and in the attached press
release have been presented in a summary format. If full financial statements,
including all required disclosures thereto were presented, stakeholders might
reach different conclusions regarding the Company's financial results. You are
cautioned not to place reliance on the Company's preliminary financial results
as reported herein and in the attached press release.

         The information contained herein and in the attached press release is
summary information that is intended to be considered in the context of our
SEC filings and other public announcements that we may make, by press release
or otherwise, from time to time. We undertake no duty or obligation to
publicly update or revise the information contained in this report or in the
attached press release, although we may do so from time to time as we believe
is warranted. Any such updating may be made through the filing of other
reports or documents with the SEC, through press releases or through other
public disclosures.

         Forward-Looking Statements

         The information contained herein and in the attached press release
includes forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934
which represent the Company's expectations and beliefs concerning future
events that involve risks and uncertainties which could cause actual results
to differ materially from those currently anticipated. All statements other
than statements of historical facts are forward-looking statements. Factors
that could cause actual results to differ materially from those expressed or
implied in such forward-looking statements include the completion of the
Company's financial statements, which could uncover adjustments in presently
unknown areas, the preparation of restated historical financial statements, as
well as those factors set forth in our periodic and other reports filed with
the SEC. Consequently, all of the forward-looking statements made herein and
in the attached press release are qualified by these and other factors, risks
and uncertainties.

         Note Regarding Presentation of Non-GAAP Financial Measures

         In addition to the other measures of operating performance and net
income that have been presented in accordance with generally accepted
accounting principles ("GAAP") in this Current Report on Form 8-K and in the
attached press release, the Company has presented EBITDA, which is a non-GAAP
financial measure. The Company defines EBITDA as earnings (loss) before
interest, taxes, depreciation and amortization. Management uses EBITDA
frequently in its decision-making processes because EBITDA provides
supplemental information that facilitates internal comparisons to historical
operating performance of prior periods and external comparisons to
competitors' historical operating performance. Additionally, management
believes that some investors consider EBITDA to be a useful measure in
determining a company's ability to service or incur debt and for estimating a
company's underlying cash flow from operations before capital costs, taxes,
capital expenditures and other non-routine costs. The Company's EBITDA,
subject to certain adjustments, is also a measure used in certain debt
covenants in the Company's debt agreements. Further, EBITDA is one of the
primary indicators management uses for planning and forecasting in future
periods.

         EBITDA is not a recognized financial measure under GAAP and the
Company does not represent that EBITDA is an alternative to operating income
or net income as an indicator of operating performance or to cash flows from
operating activities as a measure of liquidity. Because not all companies use
identical calculations, the Company's presentation of EBITDA may not be
comparable to other similarly titled measures of other companies.
Additionally, EBITDA is not intended to be a measure of free cash flow for
management's discretionary use, as it does not consider certain cash
requirements such as interest payments, tax payments and debt service
requirements.

         Set forth below is a reconciliation of EBITDA and net loss, the most
directly comparable GAAP financial measure:

                       EBITDA to Net Loss Reconciliation
                                 (in millions)

                                        2001             2002           2003
                EBITDA                   $37            ($20)           ($14)

Interest Expense                          30               32             48
Depreciation & Amortization               24               20             18
Restructuring & Integration Costs          5               13              7
Intangibles Impairment (1)                 0               58              0
Deferred Tax Provision (1)                98                0              0
Other                                     (9)              (3)             0

Net Loss                               ($111)           ($139)          ($87)

____________________
(1) Non-cash accounting adjustment.

<PAGE>

         Preliminary Unaudited Balance Sheet Data

         As part of the February 9th presentation to Note holders, the Company
also reported the following preliminary unaudited balance sheet data as of
December 31, 2001, as restated, and as of December 31, 2002 and 2003. The
balance sheet data set forth below is preliminary in nature and has not been
audited. There can be no assurance that the Company's balance sheet data, when
finally reported after completion of the Company's internal review and
completion of the audit being conducted by the Company's independent auditors,
will not vary from the preliminary results set forth below, perhaps
significantly.

<TABLE>
<CAPTION>
                                     New World Pasta Company
                                 Preliminary Unaudited Summary
                                 Consolidated Balance Sheet Data
                                       (in millions)

                                                         As of December 31,
ASSETS                                         2001               2002               2003
-------------------------------           --------------     --------------     --------------

<S>                                             <C>                 <C>                <C>
     Cash and cash equivalents                  10                  9                  6
     Trade and other receivables                64                 45                 40
     Inventories                                43                 49                 40
     Other current                               2                  2                  2
                                          --------------     --------------     --------------
                                               119                105                 88

     Property, plant and equipment             130                127                116
     Long-term assets                           83                 23                 21
                                          --------------     --------------     --------------
     Total assets                              332                255                225
                                          ==============     ==============     ==============

LIABILITIES and EQUITY
-----------------------
     Current - Long-term debt                    1                 17                 17
     Payables                                   59                 59                 40
     Accrued liabilities                        45                 49                 48
                                          --------------     --------------     --------------
                                               105                125                105

     Long-term debt(1)                         328                362                438
     Other long-term obligations                16                 19                 19
     Total equity (deficit)                   (117)              (251)              (337)
                                          --------------     --------------     --------------

     Total liabilities and equity              332                255                225
                                          ==============     ==============     ==============
</TABLE>

____________________

(1)   Includes $160 million aggregate principal amount of the Company's
      outstanding Senior Subordinated Notes due 2009.


Item 12.  Results of Operations and Financial Condition.

See Item 9 above.

<PAGE>

                                  SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
as amended, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.

                                    NEW WORLD PASTA COMPANY


Date:  February 9, 2004             By:  /s/ Cary A. Metz
                                       --------------------------------------
                                        Cary A. Metz
                                        Vice President, General Counsel
                                          and Corporate Secretary


<PAGE>


                                 EXHIBIT INDEX


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

99.1              Press Release issued by New World Pasta Company on
                  February 9, 2004.

<PAGE>

                                                                 Exhibit 99.1


NEW WORLD PASTA COMPANY
85 Shannon Road
Harrisburg, PA  17112
                                                       CONTACT: Cary A. Metz
                                                                (717) 526-2200


        NEW WORLD PASTA COMPANY ANNOUNCES PRELIMINARY FINANCIAL RESULTS


         HARRISBURG, PA - February 9, 2004 -- New World Pasta Company today
announced that its financial review of prior year results continues to
progress, and that it expects to file financial reports with the Securities and
Exchange Commission for the year ended December 31, 2002, its third quarter of
2002 and restated financial reports for the year ended December 31, 2001, by
March 15, 2004. The Company also announced that, as part of its comprehensive
financial review of prior periods, the Company's new senior management team, in
conjunction with the Company's Board of Directors and Audit Committee, has
instituted numerous and significant improvements to its accounting and
financial controls, policies and practices, to help ensure the accuracy and
integrity of its financial reporting in the future.

         New World Pasta also said today that, although its practice is to not
release preliminary financial results, the Company is in discussions with its
bondholders regarding certain necessary amendments and waivers, and it
believes it important to provide its financial information to all stakeholders
concurrently. Accordingly, the Company is reporting today certain preliminary
and unaudited financial results. The Company stressed that these financial
results were not yet final, and that the financial results when finally
reported, after completion of the Company's work and conclusion of an audit by
the Company's outside accountants, could vary from the results released today.
The Company also stated that, based on its review of its prior filed financial
statements for 2001 and 2002, it has determined to restate its previously
filed financial statements for the calendar year 2001 and the first and second
quarters of 2002. Subject to the above, the Company said it expects to report:

         For the calendar year ended December 31, 2001, after restatement:

                  -     net sales of  $398 million;
                  -     gross margin of $156 million;
                  -     income from operations of  $14 million; and
                  -     earnings before interest, taxes, depreciation and
                        amortization (EBITDA) of $37 million.

         For the calendar year ended December 31, 2002:

                  -     net sales of $495 million;
                  -     gross margin of $155 million;
                  -     a loss from operations of $40 million; and
                  -     EBITDA loss of $20 million.

         For the calendar year ended December 31, 2003:

                  -     net sales of $453 million;
                  -     gross margin of $151 million;
                  -     a loss from operations of $30 million; and
                  -     EBITDA loss of $14 million.

         The Company reported that EBITDA for calendar years 2001 (as
restated), 2002 and 2003 was adversely impacted by product, warehousing and
transportation costs, trade spending, as well as, with respect to 2003 EBITDA,
the effects of a December 2002 price increase. The Company reported that, based
on preliminary results, EBITDA was slightly positive for the last several
months of calendar year 2003, and it was optimistic that EBITDA will show
continued improvement in 2004.

         The Company cautioned that the financial results reported today are
preliminary and unaudited, and subject to change.

         New World Pasta also announced today that a majority of its lenders
under its senior secured credit facility have approved an amendment to that
facility that permits the Company to file its Annual Report for the fiscal
year ended December 31, 2002 by March 15, 2004, and to file its 2003 quarterly
reports by April 1, 2004. The Company had announced on December 31, 2003 that
a majority of the lenders under its senior secured credit facility had
approved an extension and amendment to the Company's existing amended credit
agreement which permitted it to file its 2002 report by February 10, 2004.

         In a further announcement, New World Pasta reported today that it
currently estimates that cash generated from operations will not be sufficient
to fund the Company's liquidity in calendar year 2004, and that it does not
presently have access to the additional funds that it will need. The Company
also reported that it does not currently intend to make its 2004 bond interest
payments scheduled for February 15 and August 15 under the terms of its Bond
Indenture. The Company announced, however, that it is in discussions with the
holders of its 9 1/4% Notes due February 2009 with respect to an exchange
offer which currently contemplates the issuance of new 10% notes due August
2008 in exchange for old Notes. The new notes would pay interest in additional
notes through 2005, and would be subject to additional or new terms. The
proposed exchange offer would be subject to numerous conditions, including a
95% acceptance condition, and is subject to revision and further negotiation.
No assurance can be provided that such an exchange offer will be successful.
The Bond Indenture currently provides for a 30 day grace period to make an
interest payment. The Company believes that, if it is able to achieve a
satisfactory agreement with its bondholders, it would require approximately $7
million of external funding to meet its expected liquidity needs in 2004,
although no assurance can be provided that this amount of additional funding
will be sufficient. The Company also announced that it is in discussions with
its majority shareholder, which has been supportive of the Company in the
past, and which has expressed a willingness to provide $7 million in
additional funding to the Company, subject to certain conditions, including a
satisfactory agreement with the Company's bondholders. The Company is also
reviewing other available alternatives to address its liquidity needs, and is
continuing to identify and implement internal cost reduction and efficiency
measures to improve the Company's liquidity and financial performance.

         "The preliminary financial results we have released today are
disappointing," stated Wynn Willard, New World Pasta's Chief Executive
Officer. "They are the result of multiple problems, some beginning in 2001,
many of which have been fixed, and others which we are addressing. Our
liquidity position is, in turn, driven in large part by the cumulative result
of these problems. It is important to remember that key members of our new
senior management team, including myself and the senior vice presidents now
leading our finance, sales and marketing, operations and human resources
functions, are all highly experienced, but all joined the Company on or after
May 2003. While this was, for the most part, too late to affect the financial
results for the three years reported, we have made numerous operational
changes and developed plans to benefit the Company in 2004 and beyond. We know
we face an ambitious undertaking to restore our Company back to profitability,
but we are prepared for the challenge and energized to work with our great
brands to improve our business."

         "In that regard," continued Mr. Willard, "we have reaffirmed our
continuing marketing programs. We have an active new products program which we
are enthusiastic about, and it includes expansion of our Healthy Harvest
brands and our Ronzoni and American Beauty dry filled pasta lines." The
Company also reported improvement in the performance of its supply chain
during 2003, and that it is evaluating a supply chain optimization, and other
projects, which would further improve performance and costs.

         "As a management team, we are focused on the future," stated Ed
Lyons, the Company's Senior Vice President and Chief Financial Officer. "While
finalizing our financial statements for prior periods, we've been able to
learn from the past and gain valuable perspective on the obstacles we need to
address. Towards that end, we have thoroughly revised our accounting and
internal control environment, and implemented new policies and procedures
including the creation of an internal audit function."

         "As I've said before," continued Mr. Lyons, "we recognize that there
is a great deal of interest in our Company. We appreciate the patience that
our lenders, suppliers, customers and others have shown over the past year or
so. We are also encouraged that the stakeholders who have worked most closely
with our new senior management team have recognized and supported our efforts,
and importantly, our successes to date. We look forward to continuing our
efforts to improve our business and get past the obstacles that we have faced."

         New World Pasta Company is a leading manufacturer and marketer of dry
pasta in the United States and Canada, with well-known brands such as RONZONI,
CREAMETTE, SAN GIORGIO, AMERICAN BEAUTY, PRINCE, SKINNER and CATELLI.
Headquartered in Harrisburg, Pennsylvania, New World Pasta Company has over
1,200 employees in the United States, Canada and Italy.

FORWARD LOOKING STATEMENTS
--------------------------
THIS PRESS RELEASE INCLUDES FORWARD LOOKING STATEMENTS WITHIN THE MEANING OF
SECTION 27A OF THE SECURITIES ACT OF 1933 AND SECTION 21E OF THE SECURITIES
EXCHANGE ACT OF 1934, AS AMENDED, WHICH REPRESENTS THE COMPANY'S EXPECTATIONS
AND BELIEFS CONCERNING FUTURE EVENTS THAT INVOLVE RISKS AND UNCERTAINTIES
WHICH COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE CURRENTLY
ANTICIPATED. ALL STATEMENTS OTHER THAN STATEMENTS OF HISTORICAL FACTS INCLUDED
IN THIS RELEASE ARE FORWARD LOOKING STATEMENTS. FACTORS THAT COULD CAUSE
ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE EXPRESSED OR IMPLIED IN SUCH
FORWARD-LOOKING STATEMENTS INCLUDE THE COMPLETION OF THE COMPANY'S FINANCIAL
STATEMENTS, WHICH COULD UNCOVER ADJUSTMENTS IN PRESENTLY UNKNOWN AREAS, THE
PREPARATION OF RESTATED HISTORICAL FINANCIAL STATEMENTS, IF NECESSARY, AS WELL
AS THOSE FACTORS SET FORTH IN OUR PERIODIC REPORTS FILED WITH THE SEC.
CONSEQUENTLY, ALL OF THE FORWARD LOOKING STATEMENTS MADE IN THIS PRESS RELEASE
ARE QUALIFIED BY THESE AND OTHER FACTORS, RISKS AND UNCERTAINTIES.
[{"type": "8-K", "sequence": "1", "filename": "wil371453.txt", "description": "8-K", "secsgml_size_bytes": 25474}]
{"company-data": {"conformed-name": "NEW WORLD PASTA CO", "cik": "0001081878", "assigned-sic": "2090", "irs-number": "522006441", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "333-76763", "film-number": "04578419"}, "business-address": {"street1": "85 SHANNON RD", "city": "HARRISBURG", "state": "PA", "zip": "17112", "phone": "7175262200"}, "mail-address": {"street1": "85 SHANNON RD", "city": "HARRISBURG", "state": "PA", "zip": "17112"}}
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 9, 2004
                                                 ----------------------

                            New World Pasta Company
-------------------------------------------------------------------------------
                (Exact Name of Registrant Specified in Charter)

        Delaware                        333-76763               52-2006441
-------------------------------------------------------------------------------
(State or Other Jurisdiction           (Commission             (IRS Employer
       of Incorporation)                File Number)        Identification No.)

 85 Shannon Road,  Harrisburg, Pennsylvania                       17112
-------------------------------------------------------------------------------
(Address of Principal Executive Offices)                        (Zip Code)

Registrant's telephone number, including area code  (717) 526-2200
Item 7(c)  Exhibits.

99.1     Press Release issued by New World Pasta Company, a Delaware
         corporation (the "Company"), on February 9, 2004.

Item 9.  Regulation FD Disclosure

         On February 9, 2004, representatives of the Company and its advisors
met with certain holders of the Company's 9 1/4% Senior Subordinated Notes due
2009 (the "Notes") to discuss the Company's current liquidity situation and
possible restructuring alternatives with respect to the Company's obligations
under the outstanding Notes. As part of the February 9th discussions, the
Company provided the Note holders with an update regarding the Company's
operations and related matters, as well as an overview of certain previously
undisclosed historical financial information. Immediately following the
meeting, the Company issued a press release, a copy of which is furnished
herewith as Exhibit 99.1 to this Current Report on Form 8-K, which includes
certain important financial information that was provided to Note holders at
the February 9th meeting. The attached press release also includes a
discussion of certain significant terms of the restructuring proposal
presented by the Company to Note holders at the February 9th meeting.

         The information contained herein and in the press release attached
hereto as Exhibit 99.1 is furnished pursuant to Item 9 of Form 8-K and shall
not be deemed to be "filed" for the purposes of Section 18 of the Securities
Exchange Act of 1934 or otherwise subject to the liabilities of that Section,
unless the Company specifically incorporates such information by reference in
a document filed under the Securities Act of 1933 or the Securities Exchange
Act of 1934. By filing this Current Report on Form 8-K and furnishing this
information, the Company makes no admission as to the materiality of any
information in this Current Report on Form 8-K or in Exhibit 99.1 attached
hereto.

         Cautionary Statements Regarding Financial Information

         Since the Company's failure to timely file its Quarterly Report on
Form 10-Q for the fiscal quarter ended September 30, 2002 with the Securities
and Exchange Commission (the "SEC"), the Company, in conjunction with its
independent auditors and other outside advisors, has been engaged in an
in-depth review and analysis of the Company's financial and accounting records.
As a result of this review, the Company has now determined that a restatement
of the Company's consolidated financial statements for the fiscal year ended
December 31, 2001, and the first and second quarters of 2002, is required.

         While the Company is diligently working with its independent auditors
to complete the required review of the Company's financial records, the
Company has not yet completed the restatement of its consolidated financial
statements for fiscal year 2001 or the preparation of consolidated financial
statements for fiscal years 2002 and 2003. Nevertheless, in an effort to keep
stakeholders apprised of certain key measures of the Company's financial
performance, this Current Report on Form 8-K and the attached press release
report certain preliminary unaudited financial results for the Company and its
subsidiaries on a consolidated basis for fiscal year 2001, as restated, and
for fiscal years 2002 and 2003, including net sales, gross margin, income from
operations, EBITDA and certain balance sheet items. The financial results
discussed herein and in the attached press release are preliminary in nature
and have not been audited. There can be no assurance that the Company's
financial results for fiscal year 2001, as restated, and for fiscal years 2002
and 2003, when finally reported after completion of the Company's internal
review and completion of the audit being conducted by the Company's
independent auditors, will not vary from the preliminary results contained
herein and in the attached press release, perhaps significantly. In addition,
the preliminary financial results contained herein and in the attached press
release have been presented in a summary format. If full financial statements,
including all required disclosures thereto were presented, stakeholders might
reach different conclusions regarding the Company's financial results. You are
cautioned not to place reliance on the Company's preliminary financial results
as reported herein and in the attached press release.

         The information contained herein and in the attached press release is
summary information that is intended to be considered in the context of our
SEC filings and other public announcements that we may make, by press release
or otherwise, from time to time. We undertake no duty or obligation to
publicly update or revise the information contained in this report or in the
attached press release, although we may do so from time to time as we believe
is warranted. Any such updating may be made through the filing of other
reports or documents with the SEC, through press releases or through other
public disclosures.

         Forward-Looking Statements

         The information contained herein and in the attached press release
includes forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934
which represent the Company's expectations and beliefs concerning future
events that involve risks and uncertainties which could cause actual results
to differ materially from those currently anticipated. All statements other
than statements of historical facts are forward-looking statements. Factors
that could cause actual results to differ materially from those expressed or
implied in such forward-looking statements include the completion of the
Company's financial statements, which could uncover adjustments in presently
unknown areas, the preparation of restated historical financial statements, as
well as those factors set forth in our periodic and other reports filed with
the SEC. Consequently, all of the forward-looking statements made herein and
in the attached press release are qualified by these and other factors, risks
and uncertainties.

         Note Regarding Presentation of Non-GAAP Financial Measures

         In addition to the other measures of operating performance and net
income that have been presented in accordance with generally accepted
accounting principles ("GAAP") in this Current Report on Form 8-K and in the
attached press release, the Company has presented EBITDA, which is a non-GAAP
financial measure. The Company defines EBITDA as earnings (loss) before
interest, taxes, depreciation and amortization. Management uses EBITDA
frequently in its decision-making processes because EBITDA provides
supplemental information that facilitates internal comparisons to historical
operating performance of prior periods and external comparisons to
competitors' historical operating performance. Additionally, management
believes that some investors consider EBITDA to be a useful measure in
determining a company's ability to service or incur debt and for estimating a
company's underlying cash flow from operations before capital costs, taxes,
capital expenditures and other non-routine costs. The Company's EBITDA,
subject to certain adjustments, is also a measure used in certain debt
covenants in the Company's debt agreements. Further, EBITDA is one of the
primary indicators management uses for planning and forecasting in future
periods.

         EBITDA is not a recognized financial measure under GAAP and the
Company does not represent that EBITDA is an alternative to operating income
or net income as an indicator of operating performance or to cash flows from
operating activities as a measure of liquidity. Because not all companies use
identical calculations, the Company's presentation of EBITDA may not be
comparable to other similarly titled measures of other companies.
Additionally, EBITDA is not intended to be a measure of free cash flow for
management's discretionary use, as it does not consider certain cash
requirements such as interest payments, tax payments and debt service
requirements.

         Set forth below is a reconciliation of EBITDA and net loss, the most
directly comparable GAAP financial measure:

                       EBITDA to Net Loss Reconciliation
                                 (in millions)

                                        2001             2002           2003
                EBITDA                   $37            ($20)           ($14)

Interest Expense                          30               32             48
Depreciation & Amortization               24               20             18
Restructuring & Integration Costs          5               13              7
Intangibles Impairment (1)                 0               58              0
Deferred Tax Provision (1)                98                0              0
Other                                     (9)              (3)             0

Net Loss                               ($111)           ($139)          ($87)

____________________
(1) Non-cash accounting adjustment.
Preliminary Unaudited Balance Sheet Data

         As part of the February 9th presentation to Note holders, the Company
also reported the following preliminary unaudited balance sheet data as of
December 31, 2001, as restated, and as of December 31, 2002 and 2003. The
balance sheet data set forth below is preliminary in nature and has not been
audited. There can be no assurance that the Company's balance sheet data, when
finally reported after completion of the Company's internal review and
completion of the audit being conducted by the Company's independent auditors,
will not vary from the preliminary results set forth below, perhaps
significantly.
New World Pasta Company
                                 Preliminary Unaudited Summary
                                 Consolidated Balance Sheet Data
                                       (in millions)

                                                         As of December 31,
ASSETS                                         2001               2002               2003
-------------------------------           --------------     --------------     --------------
Cash and cash equivalents                  10                  9                  6
     Trade and other receivables                64                 45                 40
     Inventories                                43                 49                 40
     Other current                               2                  2                  2
                                          --------------     --------------     --------------
                                               119                105                 88

     Property, plant and equipment             130                127                116
     Long-term assets                           83                 23                 21
                                          --------------     --------------     --------------
     Total assets                              332                255                225
                                          ==============     ==============     ==============

LIABILITIES and EQUITY
-----------------------
     Current - Long-term debt                    1                 17                 17
     Payables                                   59                 59                 40
     Accrued liabilities                        45                 49                 48
                                          --------------     --------------     --------------
                                               105                125                105

     Long-term debt(1)                         328                362                438
     Other long-term obligations                16                 19                 19
     Total equity (deficit)                   (117)              (251)              (337)
                                          --------------     --------------     --------------

     Total liabilities and equity              332                255                225
                                          ==============     ==============     ==============
____________________

(1)   Includes $160 million aggregate principal amount of the Company's
      outstanding Senior Subordinated Notes due 2009.

Item 12.  Results of Operations and Financial Condition.

See Item 9 above.
SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
as amended, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.

                                    NEW WORLD PASTA COMPANY

Date:  February 9, 2004             By:  /s/ Cary A. Metz
                                       --------------------------------------
                                        Cary A. Metz
                                        Vice President, General Counsel
                                          and Corporate Secretary
EXHIBIT INDEX

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

99.1              Press Release issued by New World Pasta Company on
                  February 9, 2004.
Exhibit 99.1

NEW WORLD PASTA COMPANY
85 Shannon Road
Harrisburg, PA  17112
                                                       CONTACT: Cary A. Metz
                                                                (717) 526-2200

        NEW WORLD PASTA COMPANY ANNOUNCES PRELIMINARY FINANCIAL RESULTS

         HARRISBURG, PA - February 9, 2004 -- New World Pasta Company today
announced that its financial review of prior year results continues to
progress, and that it expects to file financial reports with the Securities and
Exchange Commission for the year ended December 31, 2002, its third quarter of
2002 and restated financial reports for the year ended December 31, 2001, by
March 15, 2004. The Company also announced that, as part of its comprehensive
financial review of prior periods, the Company's new senior management team, in
conjunction with the Company's Board of Directors and Audit Committee, has
instituted numerous and significant improvements to its accounting and
financial controls, policies and practices, to help ensure the accuracy and
integrity of its financial reporting in the future.

         New World Pasta also said today that, although its practice is to not
release preliminary financial results, the Company is in discussions with its
bondholders regarding certain necessary amendments and waivers, and it
believes it important to provide its financial information to all stakeholders
concurrently. Accordingly, the Company is reporting today certain preliminary
and unaudited financial results. The Company stressed that these financial
results were not yet final, and that the financial results when finally
reported, after completion of the Company's work and conclusion of an audit by
the Company's outside accountants, could vary from the results released today.
The Company also stated that, based on its review of its prior filed financial
statements for 2001 and 2002, it has determined to restate its previously
filed financial statements for the calendar year 2001 and the first and second
quarters of 2002. Subject to the above, the Company said it expects to report:

         For the calendar year ended December 31, 2001, after restatement:

                  -     net sales of  $398 million;
                  -     gross margin of $156 million;
                  -     income from operations of  $14 million; and
                  -     earnings before interest, taxes, depreciation and
                        amortization (EBITDA) of $37 million.

         For the calendar year ended December 31, 2002:

                  -     net sales of $495 million;
                  -     gross margin of $155 million;
                  -     a loss from operations of $40 million; and
                  -     EBITDA loss of $20 million.

         For the calendar year ended December 31, 2003:

                  -     net sales of $453 million;
                  -     gross margin of $151 million;
                  -     a loss from operations of $30 million; and
                  -     EBITDA loss of $14 million.

         The Company reported that EBITDA for calendar years 2001 (as
restated), 2002 and 2003 was adversely impacted by product, warehousing and
transportation costs, trade spending, as well as, with respect to 2003 EBITDA,
the effects of a December 2002 price increase. The Company reported that, based
on preliminary results, EBITDA was slightly positive for the last several
months of calendar year 2003, and it was optimistic that EBITDA will show
continued improvement in 2004.

         The Company cautioned that the financial results reported today are
preliminary and unaudited, and subject to change.

         New World Pasta also announced today that a majority of its lenders
under its senior secured credit facility have approved an amendment to that
facility that permits the Company to file its Annual Report for the fiscal
year ended December 31, 2002 by March 15, 2004, and to file its 2003 quarterly
reports by April 1, 2004. The Company had announced on December 31, 2003 that
a majority of the lenders under its senior secured credit facility had
approved an extension and amendment to the Company's existing amended credit
agreement which permitted it to file its 2002 report by February 10, 2004.

         In a further announcement, New World Pasta reported today that it
currently estimates that cash generated from operations will not be sufficient
to fund the Company's liquidity in calendar year 2004, and that it does not
presently have access to the additional funds that it will need. The Company
also reported that it does not currently intend to make its 2004 bond interest
payments scheduled for February 15 and August 15 under the terms of its Bond
Indenture. The Company announced, however, that it is in discussions with the
holders of its 9 1/4% Notes due February 2009 with respect to an exchange
offer which currently contemplates the issuance of new 10% notes due August
2008 in exchange for old Notes. The new notes would pay interest in additional
notes through 2005, and would be subject to additional or new terms. The
proposed exchange offer would be subject to numerous conditions, including a
95% acceptance condition, and is subject to revision and further negotiation.
No assurance can be provided that such an exchange offer will be successful.
The Bond Indenture currently provides for a 30 day grace period to make an
interest payment. The Company believes that, if it is able to achieve a
satisfactory agreement with its bondholders, it would require approximately $7
million of external funding to meet its expected liquidity needs in 2004,
although no assurance can be provided that this amount of additional funding
will be sufficient. The Company also announced that it is in discussions with
its majority shareholder, which has been supportive of the Company in the
past, and which has expressed a willingness to provide $7 million in
additional funding to the Company, subject to certain conditions, including a
satisfactory agreement with the Company's bondholders. The Company is also
reviewing other available alternatives to address its liquidity needs, and is
continuing to identify and implement internal cost reduction and efficiency
measures to improve the Company's liquidity and financial performance.

         "The preliminary financial results we have released today are
disappointing," stated Wynn Willard, New World Pasta's Chief Executive
Officer. "They are the result of multiple problems, some beginning in 2001,
many of which have been fixed, and others which we are addressing. Our
liquidity position is, in turn, driven in large part by the cumulative result
of these problems. It is important to remember that key members of our new
senior management team, including myself and the senior vice presidents now
leading our finance, sales and marketing, operations and human resources
functions, are all highly experienced, but all joined the Company on or after
May 2003. While this was, for the most part, too late to affect the financial
results for the three years reported, we have made numerous operational
changes and developed plans to benefit the Company in 2004 and beyond. We know
we face an ambitious undertaking to restore our Company back to profitability,
but we are prepared for the challenge and energized to work with our great
brands to improve our business."

         "In that regard," continued Mr. Willard, "we have reaffirmed our
continuing marketing programs. We have an active new products program which we
are enthusiastic about, and it includes expansion of our Healthy Harvest
brands and our Ronzoni and American Beauty dry filled pasta lines." The
Company also reported improvement in the performance of its supply chain
during 2003, and that it is evaluating a supply chain optimization, and other
projects, which would further improve performance and costs.

         "As a management team, we are focused on the future," stated Ed
Lyons, the Company's Senior Vice President and Chief Financial Officer. "While
finalizing our financial statements for prior periods, we've been able to
learn from the past and gain valuable perspective on the obstacles we need to
address. Towards that end, we have thoroughly revised our accounting and
internal control environment, and implemented new policies and procedures
including the creation of an internal audit function."

         "As I've said before," continued Mr. Lyons, "we recognize that there
is a great deal of interest in our Company. We appreciate the patience that
our lenders, suppliers, customers and others have shown over the past year or
so. We are also encouraged that the stakeholders who have worked most closely
with our new senior management team have recognized and supported our efforts,
and importantly, our successes to date. We look forward to continuing our
efforts to improve our business and get past the obstacles that we have faced."

         New World Pasta Company is a leading manufacturer and marketer of dry
pasta in the United States and Canada, with well-known brands such as RONZONI,
CREAMETTE, SAN GIORGIO, AMERICAN BEAUTY, PRINCE, SKINNER and CATELLI.
Headquartered in Harrisburg, Pennsylvania, New World Pasta Company has over
1,200 employees in the United States, Canada and Italy.

FORWARD LOOKING STATEMENTS
--------------------------
THIS PRESS RELEASE INCLUDES FORWARD LOOKING STATEMENTS WITHIN THE MEANING OF
SECTION 27A OF THE SECURITIES ACT OF 1933 AND SECTION 21E OF THE SECURITIES
EXCHANGE ACT OF 1934, AS AMENDED, WHICH REPRESENTS THE COMPANY'S EXPECTATIONS
AND BELIEFS CONCERNING FUTURE EVENTS THAT INVOLVE RISKS AND UNCERTAINTIES
WHICH COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE CURRENTLY
ANTICIPATED. ALL STATEMENTS OTHER THAN STATEMENTS OF HISTORICAL FACTS INCLUDED
IN THIS RELEASE ARE FORWARD LOOKING STATEMENTS. FACTORS THAT COULD CAUSE
ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE EXPRESSED OR IMPLIED IN SUCH
FORWARD-LOOKING STATEMENTS INCLUDE THE COMPLETION OF THE COMPANY'S FINANCIAL
STATEMENTS, WHICH COULD UNCOVER ADJUSTMENTS IN PRESENTLY UNKNOWN AREAS, THE
PREPARATION OF RESTATED HISTORICAL FINANCIAL STATEMENTS, IF NECESSARY, AS WELL
AS THOSE FACTORS SET FORTH IN OUR PERIODIC REPORTS FILED WITH THE SEC.
CONSEQUENTLY, ALL OF THE FORWARD LOOKING STATEMENTS MADE IN THIS PRESS RELEASE
ARE QUALIFIED BY THESE AND OTHER FACTORS, RISKS AND UNCERTAINTIES.