Exhibit 10.14

                            INDEMNIFICATION AGREEMENT

     INDEMNIFICATION  AGREEMENT  (the  "Agreement")  made this 1st day of April,
1998,  between  AGRIBRANDS  INTERNATIONAL,  INC.,  a Missouri  corporation  (the
"Company") and __________________ ("Officer").

     WHEREAS,  Officer  is an  executive  officer  of the  Company,  and in such
capacity is performing a valuable
service for Company; and

     WHEREAS,  the Company's  Articles of Incorporation  (the "Articles") permit
the indemnification of directors,  officers, employees and certain agents of the
Company,  and  indemnification  is also  authorized  by  Section  351.355 of the
Missouri  Revised  Statutes  1978,  as  amended  to date  (the  "Indemnification
Statute"); and

     WHEREAS,   the  Articles  and  the  Indemnification   Statute  permit  full
indemnification of officers absent knowingly fraudulent,  deliberately dishonest
or willful misconduct; and

     WHEREAS,  in order to induce  Officer to  continue  to serve as a Corporate
Officer of the  Company,  Company has  determined  and agreed to enter into this
contract with Officer;

     NOW  THEREFORE,  in  consideration  of  Officer's  continued  service  as a
Corporate  Officer  after the date  hereof,  the Company  and  Officer  agree as
follows:

     1.  Indemnity  of  Officer.  Company  hereby  agrees to hold  harmless  and
indemnify  Officer to the full extent  authorized or permitted by the provisions
of the  Indemnification  Statute,  or by any  amendment  thereof,  or any  other
statutory  provisions  authorizing or permitting such  indemnification  which is
adopted after the date hereof.

                                       
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     2. Additional  Indemnity.  Subject to the exclusions set forth in Section 3
hereof,  Company  further agrees to hold harmless and indemnify  Officer against
any and all expenses (including attorneys' fees),  judgments,  fines and amounts
paid in settlement,  actually and  reasonably  incurred by Officer in connection
with any threatened,  pending or completed  action,  claim,  suit or proceeding,
whether civil, criminal, administrative or investigative (including an action by
or in the right of the Company) to which  Officer is, was or at any time becomes
a party, or is threatened to be made a party, by reason of the fact that Officer
is,  was or at any time  whether  before  or after  the date of this  Agreement,
becomes a  director,  officer,  employee or agent of the  Company,  or is or was
serving  or at any time  serves at the  request of the  Company  as a  director,
officer, employee or agent of another corporation,  partnership,  joint venture,
trust or other enterprise.

     3. Limitations on Additional Indemnity.  No indemnity pursuant to Section 2
hereof shall be paid
by Company:

     (a)  Except  to the  extent  the  aggregate  of  losses  to be  indemnified
thereunder  exceeds  the  amount  of  such  losses  for  which  the  Officer  is
indemnified  pursuant to Section 1 hereof or pursuant to any insurance  policies
or other comparable policies purchased and maintained by the Company;

     (b) In  respect  to  remuneration  paid to  Officer  if it shall be finally
judicially adjudged that such remuneration was in violation of law;

     (c) On  account  of any suit for an  accounting  of  profits  made from the
purchase  or sale by  Officer  of  securities  of the  Company  pursuant  to the
provisions of Section 16(b) of the  Securities  Exchange Act of 1934, as amended


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or similar provisions of any state or local statutory law;

     (d) On account of Officer's conduct which is finally judicially adjudged to
have been knowingly fraudulent, deliberately dishonest or willful misconduct;

     (e) If a final decision by a Court having  jurisdiction  in the matter (all
appeals having been denied or none having been taken) shall  determine that such
indemnification is not lawful.

         4. Continuation of Indemnity. All agreements and obligations of Company
contained herein shall continue during the period Officer is a Corporate Officer
of Company and shall continue  thereafter so long as Officer shall be subject to
any possible claim or threatened,  pending or completed action or claim, suit or
proceeding, whether civil, criminal,  administrative or investigative, by reason
of the fact that  Officer was a Corporate  Officer of the Company or was serving
in any other capacity referred to herein.

     5. Notification and Defense of Claim.  Promptly after receipt by Officer of
notice of the commencement of any action,  claim, suit or proceeding against him
by reason of his status as a director,  officer, employee or agent, Officer will
notify Company of the commencement thereof; provided, however, that the omission
to so notify  Company will not relieve  Company from any liability  which it may
have to Officer  under this  Agreement  unless and to the extent that  Company's
rights are prejudiced by such failure.  With respect to any such action,  claim,
suit or  proceeding  as to which Officer  notifies  Company of the  commencement
thereof:

     (a) Company  will be entitled to  participate  therein at its own  expense;
and,

     (b) Except as  otherwise  provided  below,  to the extent that it may wish,


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Company  jointly  with any other  party will be  entitled  to assume the defense
thereof,  with  counsel  satisfactory  to Officer.  After notice from Company to
Officer of its  election to so assume the defense  thereof,  Company will not be
liable  to  Officer  under  this  Agreement  for any  legal  or  other  expenses
subsequently  incurred by Officer in connection  with the defense thereof unless
Officer shall have reasonably concluded that there may be a conflict of interest
between  Company and Officer in the  conduct of the defense of such  action,  in
which case,  Company  shall not be entitled to assume the defense of any action,
claim, suit or proceeding brought by or on behalf of Company;

     (c) Company shall not be liable to indemnify  Officer under this  Agreement
for any amounts paid in settlement of any action or claim  effected  without its
written  consent.  Company  shall not  settle  any action or claim in any manner
which would impose any penalty or limitation on Officer without Officers written
consent. Neither Company nor Officer will unreasonably withhold their consent to
any proposed settlement.

     6. Advancement and Repayment of Expenses.

     (a) To the extent  that the  Company  assumes  the  defense of any  action,
claim, suit or proceeding against Officer, Officer agrees that he will reimburse
Company for all  reasonable  expenses  paid by Company in defending any civil or
criminal action, claim, suit or proceeding against Officer in the event and only
to the extent that it shall be ultimately  judicially determined that Officer is
not entitled to be indemnified by Company for such expenses under the provisions
of the Indemnification Statute, the Articles, this Agreement or otherwise.

     (b) To the extent that the Company does not assume the defense of any


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action,  claim,  suit or proceeding  against  Officer,  Company shall advance to
Officer all  reasonable  expenses,  including all  reasonable  attorneys'  fees,
retainers,  court costs, transcript costs, fees of experts, witness fees, travel
expenses,  duplicating  costs,  printing and binding costs,  telephone  charges,
postage,  delivery service fees, and all other  disbursements or expenses of the
types customarily incurred in connection with defending,  preparing to defend or
investigating  any civil or criminal action,  suit or proceeding,  within twenty
days after the  receipt by Company of a statement  or  statements  from  Officer
requesting such advance or advances, whether prior to or after final disposition
of  such  action,  suit  or  proceeding.  Such  statement  or  statements  shall
reasonably  evidence  the expenses  incurred by Officer and shall  include or be
preceded or  accompanied  by an  undertaking by or on behalf of Officer to repay
all of such expenses  advanced if it shall be ultimately  judicially  determined
that  Officer is not  entitled to be  indemnified  against  such  expenses.  Any
advances and undertakings to repay pursuant to this paragraph shall be unsecured
and interest free.

     7. Enforcement.

     (a) Company  expressly  confirms  and agrees that it has entered  into this
Agreement  and assumed  the  obligations  imposed on Company  hereby in order to
induce  Officer to  continue to serve as a  Corporate  Officer of  Company,  and
acknowledges  that Officer is relying upon this  Agreement in continuing in such
capacity.

     (b) In the event Officer is required to bring any action to enforce  rights
or to collect  moneys due under this Agreement and is successful in such action,
Company  shall  reimburse  Officer  for all of  Officer's  reasonable  fees  and
expenses in bringing and pursuing such action.



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<PAGE>

     8. Separability. Each of the provisions of this Agreement is a separate and
distinct  agreement  and  independent  of the others,  so that if any  provision
hereof  shall  be held to be  invalid  or  unenforceable  for any  reason,  such
invalidity or  unenforceability  shall not affect the validity or enforceability
of the other provisions hereof.

     9. Governing Law; Binding Effect; Amendment and Termination.

     (a) This Agreement shall be interpreted and enforced in accordance with the
laws of the State of Missouri.

     (b) This  Agreement  shall be binding  upon Officer and upon  Company,  its
successors  and assigns,  and shall inure to the benefit of Officer,  his or her
heirs, personal  representatives and assigns, and to the benefit of Company, its
successors and assigns.

     (c)  No  amendment,  modification,  termination  or  cancellation  of  this
Agreement shall be effective unless signed in writing by both parties hereto.

     IN WITNESS WHEREOF,  the parties hereto have executed this Agreement on and
as of the day and year first above written.

                                                AGRIBRANDS INTERNATIONAL, INC.


                                                By:_____________________________
                                                     D. R. Wenzel
                                                     Chief Financial Officer

                                                OFFICER


                                                By:_____________________________



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