United States

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D. C. 20549

                                   FORM 10 - Q

                                   (Mark One)

               QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF

                      THE SECURITIES EXCHANGE ACTS OF 1934

                                   ----------


For the Quarter Ended                            Commission file number
    June 30, 2001                                       0-12361


                        RICHTON INTERNATIONAL CORPORATION
              Exact name of registrant as specified in its charter

            DELAWARE                                   05-0122205
 (State or other jurisdiction of                    (I.R.S. Employer
  Incorporation or organization)                     identification No.)

767 5th Avenue, New York, New York                        10153
(Address of principal executive offices)                (Zip Code)

Registrant's telephone number                        (212) 751-1445

Securities registered under Name of Exchange on which Registered: Section 12 (b)
of the Exchange Act:

     Common Stock, par value $.10               American Stock Exchange

         Securities registered under Section 12(g) of the Exchange Act:

            Series A Preferred Stock, par value $1.00 Purchase Right

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports,) and (2) has been subject to such filing
requirements for the past 90 days. Yes X No

Indicate the number of shares outstanding of each of the Registrant's classes of
common stock, as of the latest practicable date.

         Common Stock, par value $.10, 3,327,242 shares at July 15,2001


<PAGE>

                        Richton International Corporation

                                    FORM 10-Q

                                      INDEX

--------------------------------------------------------------------------------

                                                                            PAGE

PART I FINANCIAL INFORMATION

     Item 1. - Financial Statements:

           Consolidated Statements of Income
           for the three and six months ended June
           30, 2001 and June 30, 2000 (unaudited)                             3

           Consolidated Balance Sheets at June 30, 2001
           (unaudited) and December 31,2000                                   4

           Consolidated Statements of Cash Flows for
           The six months ended June 30, 2001 and
           June 30, 2000  (unaudited)                                         5

           Notes to Consolidated Financial
           Statements (unaudited)                                             6

     Item 2. - Management's Discussion and
           Analysis of Financial Condition and
           Results of Operations                                             12

PART II OTHER INFORMATION -

     Item 5. - Richton International announces merger with Deere & Co        14

     Item 6. - Exhibits and Reports on Form 8-K                              15


                                       2
<PAGE>

Part I: Financial Information
Item 1: Financial Statements

               RICHTON INTERNATIONAL CORPORATION AND SUBSIDIARIES
                        CONSOLIDATED STATEMENTS OF INCOME

                                   (unaudited)

<TABLE>
<CAPTION>
                                                                 Three Months Ended                       Six Months Ended
                                                                      June 30,                                June 30,
                                                               2001               2000                2001                2000
                                                               ----               ----                ----                ----
<S>                                                         <C>                <C>                <C>                 <C>
Net Sales                                                   $89,864,000        $93,683,000        $128,173,000        $137,051,000

Cost of Sales                                                64,275,000         67,905,000          93,209,000         100,817,000
                                                            -----------        -----------        ------------        ------------

     Gross Profit                                            25,589,000         25,778,000          34,964,000          36,234,000

Selling, General & Administrative
  Expenses                                                   18,462,000         15,559,000          32,488,000          27,374,000
                                                            -----------        -----------        ------------        ------------

     Income from Operations                                   7,127,000         10,219,000           2,476,000           8,860,000

Interest Income                                                 368,000            344,000             764,000             686,000

Interest Expense                                              1,009,000          1,140,000           1,927,000           1,976,000
                                                            -----------        -----------        ------------        ------------

     Income before Provision for
     Income Taxes                                             6,486,000          9,423,000           1,313,000           7,570,000

Provision for Income Taxes                                    2,530,000          3,660,000             513,000           2,963,000
                                                            -----------        -----------        ------------        ------------

Net Income                                                  $ 3,956,000        $ 5,763,000        $    800,000        $  4,607,000
                                                            ===========        ===========        ============        ============

Net Income Per Common Share

     Basic                                                  $      1.19        $      1.91        $       0.24        $       1.53
                                                            -----------        -----------        ------------        ------------

     Diluted                                                $      1.15        $      1.70        $       0.23        $       1.35
                                                            ===========        ===========        ============        ============

Weighted Average Common and
Common Equivalent Shares Outstanding

     Basic                                                    3,327,000          3,010,000           3,317,000           3,018,000
                                                            -----------        -----------        ------------        ------------

     Diluted                                                  3,444,000          3,395,000           3,441,000           3,403,000
                                                            -----------        -----------        ------------        ------------
</TABLE>

  The accompanying notes are an integral part of these consolidated statements.


                                       3
<PAGE>

               RICHTON INTERNATIONAL CORPORATION AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS

                                     ASSETS


<TABLE>
<CAPTION>
                                                                           June 30           December 31
                                                                            2001                2000
                                                                            ----                ----
                                                                         (unaudited)
<S>                                                                     <C>                  <C>
Current Assets:
         Cash and Cash Equivalents                                      $    728,000         $ 2,609,000
         Notes and Accounts Receivable, net of
         allowance for doubtful accounts of $2,938,000
         in 2001 and $2,639,000 in 2000                                   59,885,000          42,005,000
         Inventories, Net                                                 42,120,000          29,790,000
         Prepaid Expenses and Other Current Assets                         1,523,000           1,455,000
         Deferred Taxes                                                    1,486,000           1,271,000
                                                                        ------------         -----------

                  Total Current Assets                                   105,742,000          77,130,000

Property, Plant and Equipment                                              7,185,000           6,254,000
         Less: Accumulated  Depreciation and Amortization                 (3,136,000)         (2,727,000)
                                                                        ------------         -----------

                                                                           4,049,000           3,527,000
 Other Assets:

         Deferred Taxes                                                    1,027,000           1,027,000
         Goodwill                                                          8,195,000           7,732,000
         Other Intangibles                                                 1,904,000           2,036,000
         Other                                                               200,000             300,000
                                                                        ------------         -----------

TOTAL ASSETS                                                            $121,117,000         $91,752,000
                                                                        ============         ===========

                       LIABILITIES & STOCKHOLDERS' EQUITY

Current Liabilities:
         Current Portion of Long Term Senior Debt                       $  2,888,000         $ 2,951,000
         Notes Payable                                                    57,407,000          34,142,000
         Accounts Payable, Trade                                          23,322,000          14,346,000
         Accrued Liabilities                                               5,453,000           6,988,000
         Deferred Income                                                   2,460,000           3,301,000
                                                                        ------------         -----------

               Total Current Liabilities                                  91,530,000          61,728,000

Noncurrent Liabilities

         Long Term Senior Debt                                             1,220,000           2,224,000

Stockholders' Equity
Preferred Stock, $1.00 par value; authorized
    500,000 shares; none issued
Common Stock, $.10 par value; authorized
         6,000,000 shares; issued 3,647,097 shares at June 30, 2001
         and 3,607,097 shares at December 31, 2000                           364,000             362,000
Additional Paid-in Capital                                                19,026,000          18,931,000
Retained Earnings                                                         11,771,000          10,971,000
Treasury Stock                                                            (2,249,000)         (2,249,000)
Accumulated Other Comprehensive Loss                                        (416,000)            (11,000)
Unearned Compensation                                                       (129,000)           (204,000)
                                                                        ------------         -----------

         Total Stockholders' Equity                                       28,367,000          27,800,000

TOTAL LIABILITIES & STOCKHOLDERS' EQUITY                                $121,117,000         $91,752,000
                                                                        ============         ===========
</TABLE>

                 The accompanying notes are an integral part of
                       these consolidated balance sheets.


                                       4
<PAGE>

               RICHTON INTERNATIONAL CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)


<TABLE>
<CAPTION>
                                                                                 Six Months Ended June 30,
                                                                               2001                     2000
                                                                               ----                     ----
<S>                                                                       <C>                      <C>
OPERATING ACTIVITIES
Net Income                                                                $    800,000             $  4,607,000
Reconciliation of Net Income to Net Cash Used In
Operating Activities:
         Depreciation and Amortization                                       1,368,000                  767,000
         Amortization of Unearned Compensation                                  75,000                   73,000
         Deferred Taxes                                                              0                  262,000

Changes in Operating Assets and Liabilities
           Net of Effects from Acquisitions:
             Deferred Income                                                  (841,000)                (438,000)
             Other Working Capital Items, Assets                           (25,993,000)             (34,949,000)
             Other Working Capital Items, Liabilities                        6,810,000               15,665,000
             Other Assets                                                      100,000                   37,000
                                                                          ------------             ------------

Net Cash Used In
         Operating Activities                                              (17,681,000)             (13,976,000)

INVESTING ACTIVITIES
Capital Expenditures                                                          (921,000)                (596,000)
Cash Paid for Acquisitions, Net of Cash Acquired                            (5,585,000)
                                                                          ------------             ------------

Net Cash Used In Investing Activities                                       (6,506,000)                (596,000)

FINANCING ACTIVITIES
Repayment of Subordinated Debt                                                (317,000)                (391,000)
Proceeds from Line of Credit                                                23,265,000               15,211,000
Repayment of Long Term Senior Debt                                            (750,000)                (775,000)
Exercise of Stock Options                                                       97,000                   62,000
Repurchase of Shares                                                                 0                 (324,000)
                                                                          ------------             ------------
Net Cash Provided by Financing Activities                                   22,295,000               13,783,000

Effect of Exchange Rate on Cash Balances                                        11,000                  (18,000)
                                                                          ------------             ------------

Decrease in Cash and Cash Equivalents                                       (1,881,000)                (807,000)

Cash and Cash Equivalents, Beginning of Period                               2,609,000                1,071,000
                                                                          ------------             ------------

Cash and Cash Equivalents, End of Period                                  $    728,000             $    264,000
                                                                          ============             ============

SUPPLEMENTAL DISCLOSURE OF CASH FLOW
INFORMATION:
                  Cash Paid for Interest                                  $  2,009,000             $  1,876,000
                                                                          ============             ============

                  Cash Paid for Income Taxes                              $  2,716,000             $  3,094,000
                                                                          ============             ============

SUPPLEMENTAL DISCLOSURE OF NONCASH
INFORMATION:
                  Market value of fixed interest rate swap                $    626,000             $          0
                                                                          ============             ============
</TABLE>

                 The accompanying notes are an integral part of
                       these consolidated balance sheets.


                                       5
<PAGE>

               RICHTON INTERNATIONAL CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

The consolidated financial statements and related notes included herein have
been prepared by Richton International Corporation (the "Company") without
audit, pursuant to the requirements of Form 10-Q. Certain information and
footnote disclosures normally included in financial statements prepared in
accordance with generally accepted accounting principles in the United States
have been condensed or omitted pursuant to such requirements. All adjustments,
including those of a normal recurring nature which are, in the opinion of
management, necessary to a fair statement of the results for the interim periods
presented have been made. Although the Company believes that the disclosures are
adequate to make the information presented not misleading, it is suggested that
these consolidated financial statements and related notes be read in conjunction
with the financial statements and notes thereto included in the Company's Annual
Report on Form 10-K for the year ended December 31, 2000. The results for any
interim period should not be construed as representative for the year taken as a
whole due, among other things, to the seasonality of the Company's business. As
a result of this seasonality, the highest quarterly sales, and profits
historically occur in the second quarter while the lowest sales and profits
occur in the fourth quarter. Correspondingly, the working capital and bank
borrowing amounts are highest during the second quarter negatively impacting
financial ratios and comparable analysis of quarter to quarter or six month
results and lowest in the fourth quarter when the reverse is true.

The preparation of financial statements in conformity with accounting principles
generally accepted in the United States requires management to make estimates
and assumptions that affect the reported amounts and related disclosures. Actual
results may differ from these estimates.

1. Description of Business:

Richton International Corporation ("Richton") is a diversified service company
with three operating subsidiaries, Century Supply Corp. ("Century"), CBE
Technologies, Inc. ("CBE") and Creative Business Concepts, Inc. ("CBC"),
collectively the "Company". Century is a leading full-service wholesale
distributor of sprinkler irrigation systems, outdoor lighting and decorative
fountain equipment. Branches serve customers in 38 states and in Ontario,
Canada. Irrigation products have historically been sold by manufacturers
primarily through wholesale distributors. Century is a major distributor in the
United States for all of the leading original equipment manufacturers ("OEM") in
the irrigation systems field. CBE is headquartered in Boston, Massachusetts,
with offices located in New York and Portland, Maine. CBE is a systems
integrator providing network consulting, design, and installation; network
management and related support; technical services outsourcing; comprehensive
hardware maintenance; and equipment sales.

CBE's technical certifications include Novell Platinum reseller, Microsoft
Channel partner, Banyan Enterprise/Network dealer, Novell authorized Training
Center and a Novell Authorized Service Center. CBC is headquartered in Irvine,
California and provides essentially the same services to west coast customers
that CBE provides on the east coast.


                                       6
<PAGE>

         On May 29, 2001, Richton announced it had entered into an agreement to
be acquired by Deere & Company ("Deere") The acquisition is subject to Richton
stockholder approval, with approval to be sought at a meeting to be held during
September 2001.

      Under the terms of the merger agreement Deere will pay not less than $125
million for Richton's equity and will assume approximately $60 million of debt
for a total consideration of approximately $185 million.

      Stockholders of Richton will have the option of receiving $36.13 (rounded)
cash per share or a stock exchange ratio of no less than .8415 Deere share for
each Richton share. The .8415 ratio is based upon a price of $42.94 per share
(rounded) of Deere stock. If the average market price of Deere stock during the
pricing period is more than $42.94 per share, the exchange ratio is fixed at
 .8415. If the average market price of Deere stock is less than $42.94, Richton
stockholders electing to take stock will receive Deere stock in an amount that
is necessary to equal a market value of $36.13 per Richton share. No more than
49% of the Richton shares may be exchanged for cash. For stockholders electing
to receive only Deere stock, the transaction is intended to qualify as a
tax-free reorganization.

       Richton and Deere have filed with the Securities and Exchange Commission
a proxy statement/prospectus relating to this proposed acquisition. Investors
should carefully read the proxy statement/prospectus including all amendments
thereto, before making any voting or investment decision.


                                       7
<PAGE>

2. Acquisitions:

      During the six months ended June 30, 2001 Century acquired the operating
assets, which consist primarily of working capital and fixed assets, of three
distributors in Texas, Nevada and California with ten operating branches. The
aggregate purchase price of these acquisitions was $5.6 million, which primarily
represented $1.8 million in receivables, $2.5 million in inventory, $.3 million
in fixed assets and $1.0 million in intangibles.

      Operating results of these entities acquired, which are included in the
accompanying statement of operations from the date of acquisition, were not
material to the results of operations for the six months ended June 30, 2001.

3. Statements of Cash Flows:

      The components of other working capital items and their effects in the
Consolidated Statements of Cash Flows are as follows:

                                                             (unaudited)
                                                      Six Months Ended June 30,
                                                       2001             2000
                                                       ----             ----
Receivables
                                                   $(16,093,000)    (23,822,000)
Inventories                                          (9,832,000)    (11,248,000)
Prepaid Expenses                                        (68,000)        121,000
                                                   ------------    ------------
Increase in Working Capital Items, Assets          $(25,993,000)   $(34,949,000)
                                                   ============    ============

Accounts Payable                                   $  8,976,000    $ 13,726,000
Accrued Liabilities                                  (2,166,000)      1,939,000
                                                   ------------    ------------
Increase in Working Capital Items, Liabilities     $  6,810,000    $ 15,665,000
                                                   ============    ============

4. Debt and Financing

      During the six months ended June 30, 2001, the company's revolving line of
credit increased by $23.3 million to $57.4 million. This higher borrowing
supports the $17.1 million cash used in operations for the same six months,
including $19.1 million of working capital (see Note 3), $5.6 million used to
acquire additional branches (see Note 2) and $1.9 million used to make capital
expenditures and reduce term and subordinated debt.

      During the same period last year the revolving line increased by $15.2
million to $44.2 million. This increase supported $14.0 million cash used in
operations for the same six months, including $19.3 million of working capital
(see Note 3), and provided $1.8 million for capital expenditures and repayment
of term and subordinated debt.

      At June 30, 2001, the interest rate on the Company's revolving line of
credit averaged 7.07%, or LIBOR plus 225 basis points and the interest rate on
the Company's term loan was 6.51% or LIBOR plus 275 points.


                                       8
<PAGE>

5. Net Income Per Share:

Net income per common share was calculated as follows:

                                                                      Net Income
                                           Income          Shares     Per Share
                                         -----------     ----------   ----------
                                         For the six months ended June 30, 2001
                                         --------------------------------------
                                                      (unaudited)
Basic                                     $ 800,000      3,317,000      $.24
Effect of dilutive options
  and warrants                                   --        124,000        --
Diluted                                   $ 800,000      3,441,000      $.23


                                                                      Net Income
                                           Income          Shares     Per Share
                                        ------------     ----------   ----------
                                        For the three months ended June 30, 2001
                                        ----------------------------------------
                                                      (unaudited)
Basic                                    $3,956,000       3,327,000      $1.19
Effect of dilutive options
  and warrants                                   --         117,000         --
Diluted                                  $3,956,000       3,444,000      $1.15

                                                                      Net Income
                                           Income          Shares     Per Share
                                         -----------     ----------   ----------
                                         For the six months ended June 30, 2000
                                         --------------------------------------
                                                      (unaudited)
Basic                                    $4,607,000       3,018,000      $1.53
Effect of dilutive options
  and warrants                                   --         385,000         --
Diluted                                  $4,607,000       3,403,000      $1.35

                                                                      Net Income
                                           Income          Shares     Per Share
                                        ------------     ----------   ----------
                                        For the three months ended June 30, 2000
                                        ----------------------------------------
                                                      (unaudited)
Basic                                   $5,763,000       3,010,000      $1.91
Effect of dilutive options
  and warrants                                  --         385,000         --
Diluted                                 $5,763,000       3,395,000      $1.70


                                       9
<PAGE>

6. Segment Data:

The Company operates in two industry segments: wholesale distribution and
computer and networking services. See Note 1 for description of businesses.
There are no inter-segment sales and all sales occur in North America. Income
(loss) from operations by industry segment consists of net sales less related
costs and expenses. In computing income (loss) from operations by segment, cost
of borrowed funds for working capital have been included. Corporate includes the
general and corporate expenses and interest incurred to acquire the two
businesses. Corporate operating expenses directly related to industry segments,
if any, have been allocated to those segments. Amortization of goodwill is
considered segment related and accordingly charged to the related industry
segment. Identifiable assets by industry segment are those assets that are used
in each industry segment. General corporate assets consist primarily of cash,
deferred taxes, and corporate property.

A summary of the Company's segment information is as follows:



                                      Wholesale    Computer
                                     Distribution  Services  Corporate    Total
For the six Months ended:            ------------  --------  ---------    -----
June 30, 2001
   Net Sales                            $104.6      $23.6       -0-       $128.2
                                        ======      =====       ===       ======
   Interest Expense, net                    .7         .4         0          1.1

   Depreciation and Amortization            .9         .4          .1        1.4

   Pre-Tax Income (Loss)                   3.0       (1.0)        (.7)       1.3

   Prov (Benefit) from Income Taxes        1.1        (.4)        (.2)        .5

   Identifiable Assets                   102.4       15.4         3.3      121.1

For the Six months ended
June 30, 2000
   Net Sales                            $108.2      $28.9       -0-       $137.1
                                        ======      =====       ===       ======
   Interest Expense, net                    .7         .5          .1        1.3

   Depreciation and Amortization            .6         .2         0           .8

   Pre-Tax Income (Loss)                   7.4         .8         (.6)       7.6

   Prov (Benefit) from Income Taxes        2.5         .4          .1        3.0

   Identifiable Assets                    88.8       15.1         5.1      109.0



                                       10
<PAGE>

7. Recent Accounting Pronouncements:

      In June 1998, the Financial Accounting Standards Board (FASB) issued
Statement No. 133, Accounting for Derivative Instruments and Hedging Activities
(FAS 133). The Statement establishes accounting and reporting standards
requiring that every derivative instrument be recorded in the balance sheet as
either an asset or liability measured at fair value and that changes in fair
value be recognized currently in earnings, unless specific hedge accounting
criteria are met. In June 1999, the FASB issued Statement No. 137, Accounting
for Derivative Instruments and Hedging Activities - Deferral of the Effective
Date of FASB Statement No. 133, which delayed the required adoption of FAS 133
to fiscal 2001. In June 2000, the FASB issued Statement No. 138, Accounting for
Certain Derivative Instruments and Certain Hedging Activities, an amendment of
FAS 133, which was effective concurrently with FAS 133. In January 2001, the
Company adopted these standards and subsequently entered into a two-year fixed
interest rate swap to hedge the variable interest payments on the Company's line
of credit. The notional amount of the swap is $27 million. The Company reported
the $626,000 market value of unwinding this swap in other liabilities, deferred
taxes and accumulated other comprehensive loss. The Company will mark the swap
to fair value each reporting period. The Company did not record any effect on
net income from this swap agreement as the terms of the floating rate leg of the
swap match the terms of the floating rate liability during the reporting period.

      In June 2001, the Financial Accounting Standards Board issued Statements
of Financial Accounting Standards ("SFAS") No. 141, "Business Combinations," and
No. 142, "Goodwill and Other Intangible Assets," which establishes accounting
and reporting standards governing business combinations, goodwill and intangible
assets. SFAS No. 141 requires all business combinations initiated after June 30,
2001, to be accounted for using the purchase method. SFAS No. 142 states that
goodwill is no longer subject to amortization over its estimated useful life.
Rather, goodwill will be subject to at least an annual assessment for impairment
by applying a fair-value based test. Under the new rules, an acquired intangible
asset should be separately recognized and amortized over its useful life (unless
an indefinite life) if the benefit of the intangible asset is obtained through
contractual or other legal rights, or if the intangible asset can be sold,
transferred, licensed, rented or exchanged regardless of the acquirer's intent
to do so. The Company is required to adopt these standards on January 1, 2002,
until which time the Company will continue to amortize its existing goodwill and
intangible assets. The Company has not determined the impact that the adoption
of these standards will have on future financial statements.


                                       11
<PAGE>

Item: 2

           Management's Discussion and Analysis of Financial Condition
                           and Results of Operations.

Results of Operations- for the Six Months ended June 30, 2001

Sales and a net income for the three months ended June 30, 2001 were $ 89.9
million and $4.0 million, respectively, or $1.15 per share, diluted. For the
three months ended June 30, 2000, sales and net income were $93.7 million and
$5.8 million, respectively, or $1.70 per share, diluted. Sales and net income
for the six months ended June 30, 2001 were $128.2 million and $.8 million,
respectively, or $.23 per share, diluted. For the six months ended June 30, 2000
sales and net income were $137.1 million and $4.6 million, respectively or $1.35
per share diluted.

As has been previously stated, the quarterly sales and profits are not
representative of the other quarters of the year due to seasonality of the
company's principal business.

Century's operations are seasonal and as often stated, significantly impacted by
weather conditions. During the six months ended June 2001, weather conditions
have been unfavorable in many of Century's largest markets when compared to such
conditions during the same period last year. In addition, the home building
industry has not been as strong as was experienced during the six months ended
last year. On the positive side, Century expanded through both the acquisition
of 10 new branches (noted above) in Texas, Nevada, and California and the
opening of 25 additional branches in new or existing markets. Century's sales in
the second quarter, which had declined more than 14 % in the first quarter
compared to a year earlier, were slightly ahead of the second quarter of last
year. For the six months sales were down 3.3 % from the year earlier period.
Traditionally, the second quarter is one of Century's best and should not be
used as a measure for other quarters.

The Technology Group reported a decline in revenues (down 6.6 % and 18.39%,
respectively compared to the same three and six months last year) The decline in
sales is predominantly attributed to the industry decline in hardware sales and
to management's refocus away from product sales and toward services.

Gross profit for the three and six months ended June 30, 2001 was $25.6 million
or 28.5 % of sales and $ 35.0 million or 27.3% of sales, respectively. For the
three and six months ended June 30, 2000 gross profit was $25.8 million or 27.5%
of sales and $36.2 million or 26.4% of sales, respectively. The higher gross
profit as a percentage of sales for the period ended June 30, 2001 when compared
to the corresponding periods in 2000, is due principally to geographic, product
and service mix and to lower product cost, resulting from buying opportunities
available to Century.

Selling, general and administrative expenses for the three and six months ended
June 30, 2001 were $18.5 million and $32.5 million, respectively, compared to
$15.6 million and $27.4 million, respectively, for the three and six months
ended June 30, 2000. The higher level of expenses in the current year is due to
a nearly 20% increase in the number of operating branches at Century and to


                                       12
<PAGE>

increased employment costs at the tech companies related to the increased focus
on the service business.

Interest expense, net, for the three and six months ended June 30, 2001 was $1.0
million and $1.9 million, respectively, compared to $1.1 million and $2.0
million, respectively, for the three and six months ended June 30, 2000. The
lower interest cost is principally due to a lower average interest rate
partially offset by higher levels of borrowing which have occurred in the later
part of the second quarter of 2001 related to higher working capital
requirements.

The provision for Federal, State and foreign income taxes as a percentage of
pre-tax income for the six-month period ended June 30, 2001 and 2000 was 39.1%.

As a result of the foregoing, the net income for the three and six months ended
June 30, 2001 was $4.0 million or $1.15 per share diluted and $ .8 million or
$.23 per share diluted, respectively, compared to $5.8 million or $ 1.70 per
share diluted and $ 4.6 million or $1.35 per share diluted, respectively, for
the three months and six months ended June 30, 2000.

Financial Condition:


The Company's principal source of funding is through the Company's revolving
line of credit. During the six months ended June 30, 2001 the Company's net cash
used in operations was $17.7 million. This amount was totally financed by the
Company's line of credit, which increased $ 23.3 million. This borrowing
increase also funded the $5.6 million of Century's acquisition of branches and
$.9 million for capital expenditures. The higher receivable and inventory
balances at June 30, 2001 compared to those balances at December 31, 2000 are
due to the higher sales during the respective quarters immediately preceding the
end of each period. Thus, the growth in these assets over the prior December 31
should be viewed in perspective to the December 31 quarters sales. In both 2001
and 2000, the respective quarters June 30 sales exceeded the December 31
quarters sales by 185% and 195%, respectively. The measures of the currency of
account receivable and inventory is the days sales outstanding and inventory
turnover, respectively. At June 30, 2001 both these measures compare unfavorably
to the year earlier periods. The following factors contributed to this
situation:


      (i)   $1.8 million of receivables and $2.5 million of inventory acquired
            through acquisitions in 2001 with out any corresponding sales
            associated therewith. No acquisitions were recorded during the first
            six months of 2000.

      (ii)  Back-ordering by a major supplier caused Century to double purchases
            in order to timely meet demand.

      (iii) A delay in the start of the selling season due to bad weather in
            some of Century's major markets.

      (iv)  Overall sluggishness in the irrigation industry provided Century
            with buying opportunities.

As noted earlier, Century's 2001 sales, while lower than 2000 on a six-month
basis, is slightly ahead on a latest three month basis. The delay in the start
of the selling season has also caused Century's normal pattern of collection to
be delayed by roughly a month. During the first three weeks of July 2001, cash
collections have exceed the same period last year by nearly 6% suggesting that
the currency of the receivables will improve from their June, 2001 levels.

For the six months ended June 30, 2000 the Company's net cash used in operations
was $ 14.0 million. This amount was totally financed by the Company's line of
credit, which increased $ 15.2 million. This borrowing increase also funded


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<PAGE>

$.6 million for capital expenditures and the repayment of term and subordinated
debt of approximately $1.2 million.

While the Company has continued to generate sufficient cash and gain sufficient
credit availability to liquidate its term and subordinated debt as it becomes
due, and maintain growth, there is no assurance, given the high degree of
leverage, the seasonality of its principal business, that it can continue to do
so in the future.

Forward-looking Statements

This Management's Discussion and Analysis of Financial Condition and Results of
Operations and other sections of this report contain forward-looking statements
that are based on current expectations, estimates, forecasts, management's
beliefs and assumptions made by management. Words such as "expects,"
"anticipates," "plans," "believes," "seeks," "estimates" and variations of such
words and similar expressions are intended to identify such forward looking
statements. These statements are not guarantees of future performance and
involve certain risks and uncertainties (collectively, "factors") that are
difficult to predict and may cause actual outcomes and results to differ
materially from what is expressed in these forward-looking statements. These
factors include general economic conditions in the markets in which Richton and
its subsidiaries operate, climatic conditions in the markets in which Century
operates, fluctuation in the demand for the products and services offered by
Century, CBE or CBC, distribution difficulties experienced by Century, labor
relations, technological difficulties and, the ability of Richton to satisfy the
conditions to closing, in connection with the proposed acquisition of the
Company by Deere, including obtaining the requisite stockholder approval. The
Company undertakes no obligation to update publicly any forward-looking
statements. Further information concerning the Company and the business of its
subsidiaries, including factors that could cause actual results to differ
materially from such forward-looking statements, is included in the Company's
filings with the Securities and Exchange Commission

Part II. Other Information.

Item: 5 MERGER EVENT

      Richton International Corporation, a Delaware corporation ("Richton"),
Deere & Company, a Delaware corporation ("Deere"), and Green Mergersub, Inc., a
wholly owned Delaware subsidiary of Deere ("Acquisition Sub") have entered into
an Agreement and Plan of Merger, dated as of May 29, 2001 (the "Merger
Agreement"), whereby Richton will be merged into Acquisition Sub (the "Merger")
and become a wholly owned subsidiary of Deere.

      As a result of the Merger, stockholders of Richton will receive at their
individual elections, either cash or common stock of Deere. Up to 49% of Richton
common stock may be exchanged for cash at a price of $36.1299 per share. Richton
stockholders who elect to receive stock will have the right to receive Deere
common stock at the Exchange Ratio, as defined in the Merger Agreement. The
Exchange Ratio works as follows: if the Deere common stock price (as determined
by averaging the closing sale price of Deere common stock over the 10
consecutive trading days ending on the second full trading day prior to the
effective date of the Merger) is equal to or more than $42.9375 per share, then
the Exchange Ratio is 0.8415 shares of Deere common stock for each share of
Richton common stock; if the Deere common stock price is less


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<PAGE>

than $42.9375 per share, then the Exchange Ratio will increase in order to
maintain the aggregate consideration to be received by the holders of Richton
common stock.

      The Merger Agreement prohibits Richton from soliciting competing
acquisition proposals. Richton, however, subject to compliance with the terms of
the Merger Agreement, may provide non-public information to, and engage in
negotiations and discussions with, a party or parties making unsolicited,
written acquisition proposals which are deemed to be superior proposals to the
Merger. Furthermore, subject to compliance with the terms of the Merger
Agreement, Richton could accept a superior proposal and pay Deere a termination
fee of $2,000,000.

      Following the execution and delivery of the Merger Agreement, certain
stockholders of Richton entered into a voting agreement (the "Voting Agreement")
whereby such stockholders committed to vote for the adoption of the Merger. The
Voting Agreement terminates in the event the Merger Agreement is terminated
(including in the event Richton accepts a superior proposal in compliance with
the terms of the Merger Agreement).

      The closing of the Merger is subject to certain conditions, including the
approval of the stockholders of Richton with approval to be sought at a meeting
to be held during September 2001.

Item 6. Exhibits and Reports on Form 8-K

(a) Exhibits

      2.1 Agreement and Plan of Merger, dated as of May 29, 2001, by and among
Richton International Corporation, Deere & Company and Green Mergersub, Inc.
(incorporated by reference to Exhibit 2.1 to the report on Form 8-K filed with
the SEC-2 on June 11, 2001).

      99.1 Voting Agreement, dated as of May 30, 2001, by and among Deere &
Company, Green Mergersub, Inc., Fred R. Sullivan and FRS Capital Company, LLC
(incorporated by reference to Exhibit 99.1 to the Company's report on form 8-K
filed with the SEC on June 11, 2001).

      99.2 Press Release issued May 30, 2001, regarding the merger (incorporated
by reference to Exhibit 99.2 to the Company's Report on Form 8-K filed with the
SEC on June 11, 2001).

(b) Reports on Form 8-K

Current report on Form 8-K dated May 29, 2001 as filed with the SEC on June 11,
2001 (Item 5).


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                                   SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

                                    RICHTON INTERNATIONAL CORPORATION
                                                  (Registrant)

                                    /s/ Cornelius F. Griffin
                                    --------------------------------------------
                                    Cornelius F. Griffin

                                    Vice President and Chief Financial Officer
                                    (Principal Financial and Accounting Officer)


DATE: August 17, 2001
New York, New York



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