United States
                       Securities and Exchange Commission
                             Washington, D.C. 20549


                                    FORM 10-Q


 QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
 EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 1999.



               Commission file number          0-19352
                                      ---------------------------



                                AGRIBIOTECH, INC.
             (Exact name of registrant as specified in its charter)

                  Nevada                                       85-0325742
      (State or other jurisdiction                          (I.R.S. Employer
       incorporation or organization)                      Identification No.)


                120 Corporate Park Drive, Henderson, Nevada 89014
                    (Address of principal executive offices)

                                 (702) 566-2440
              (Registrant's telephone number, including area code)



     Indicate  by check  mark  whether  the  issuer  (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______.

     As of November 10, 1999, the  registrant  had  49,878,281  shares of Common
Stock, par value $.001 per share, issued and outstanding.

<PAGE>

                         PART I - FINANCIAL INFORMATION


ITEM 1. FINANCIAL STATEMENTS



                       AGRIBIOTECH, INC. AND SUBSIDIARIES

                           Consolidated Balance Sheets

                                   (Unaudited)


                                     ASSETS

<TABLE>
<CAPTION>
                                                                               September 30,     June 30,
                                                                                   1999           1999
                                                                               ------------   ------------
<S>                                                                            <C>            <C>
Current assets:
      Cash and cash equivalents                                                $  1,399,680   $  4,604,739
      Accounts receivable, less allowance for doubtful accounts
         of $6,844,060 at September 30, 1999 and $6,489,753 at June 30, 1999     57,998,831     45,684,024
      Inventories                                                                77,291,252     66,917,763
      Deferred income taxes                                                       1,560,522      1,696,161
      Other                                                                       2,626,001      1,748,157
                                                                               ------------   ------------
                      Total current assets                                      140,876,286    120,650,844

Property, plant and equipment, net                                               62,301,501     62,212,326

Intangible assets, net of accumulated amortization                              151,017,594    152,949,334

Investment in associated entity                                                     930,813        936,901

Other assets                                                                      5,233,694      5,379,306
                                                                               ------------   ------------
                      Total assets                                             $360,359,888   $342,128,711
                                                                               ============   ============
</TABLE>

See accompanying notes to consolidated financial statements.

                                       2

<PAGE>

                       AGRIBIOTECH, INC. AND SUBSIDIARIES

                           Consolidated Balance Sheets

                                   (Unaudited)


                      LIABILITIES AND STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>
                                                                               September 30,      June 30,
                                                                                   1999             1999
                                                                               -------------    -------------
<S>                                                                            <C>              <C>
Current liabilities:
      Short-term debt                                                          $  70,785,777    $  71,909,061
      Current installments of long-term obligations                                3,888,099        5,977,852
      Accounts payable                                                            30,912,412       20,124,901
      Accrued liabilities                                                         29,688,345       21,140,753
                                                                               -------------    -------------
                      Total current liabilities                                  135,274,633      119,152,567

Long-term obligations, excluding current installments                             11,354,519       12,198,297
Deferred income taxes                                                              1,560,522        1,696,161
                                                                               -------------    -------------
                      Total liabilities                                          148,189,674      133,047,025
                                                                               -------------    -------------
Stockholders' equity:
        Preferred stock, $.001 par value; authorized 10,000,000
          shares; none issued and outstanding                                           --               --
        Common stock, $.001 par value; authorized 100,000,000
           shares; issued and outstanding 49,678,281 shares at
           September 30, 1999 and  47,498,061 shares at June 30, 1999                 49,678           47,498
        Capital in excess of par value                                           277,520,594      270,832,335
        Accumulated (deficit)                                                    (65,400,058)     (61,798,147)
                                                                               -------------    -------------
                      Total stockholders' equity                                 212,170,214      209,081,686
                                                                               -------------    -------------


Contingencies and subsequent events (notes C, D, and G)

                      Total liabilities and stockholders' equity               $ 360,359,888    $ 342,128,711
                                                                               =============    =============
</TABLE>

See accompanying notes to consolidated financial statements.

                                       3

<PAGE>

                       AGRIBIOTECH, INC. AND SUBSIDIARIES

                      Consolidated Statements of Operations

                                   (Unaudited)


<TABLE>
<CAPTION>
                                                                       Three-month period
                                                                       ended September 30,
                                                                  ----------------------------
                                                                      1999            1998
                                                                  ------------    ------------
<S>                                                               <C>             <C>
Net sales                                                         $ 73,506,152    $ 89,601,608
Cost of sales                                                       50,683,615      64,134,023
                                                                  ------------    ------------
               Gross profit                                         22,822,537      25,467,585
Operating expenses                                                  24,679,261      22,921,375
Restructuring and special charges                                       41,584            --
                                                                  ------------    ------------
               Earnings (loss) from operations                      (1,898,308)      2,546,210
                                                                  ------------    ------------
Other income (expense):
    Interest expense                                                (1,796,016)     (2,245,235)
    Interest income                                                     52,459         134,729
    Earnings of associated entity                                       43,912         102,658
    Other                                                                6,192         136,499
                                                                  ------------    ------------
               Total other income (expense)                         (1,693,453)     (1,871,349)
                                                                  ------------    ------------
               Earnings (loss) before income taxes                  (3,591,761)        674,861
Income tax expense                                                      10,150         341,634
                                                                  ------------    ------------
               Net earnings (loss)                                $ (3,601,911)   $    333,227
                                                                  ============    ============

Shares of common stock used in computing earnings (loss)
  per common share:
        Basic                                                       48,382,464      38,086,413
        Diluted                                                     48,382,464      41,328,601
                                                                  ============    ============
               Net earnings (loss) per common share:
                       Basic                                      $      (0.07)   $       0.01
                       Diluted                                           (0.07)           0.01
                                                                  ============    ============
</TABLE>

See accompanying notes to consolidated financial statements.

                                       4
<PAGE>

                       AGRIBIOTECH, INC. AND SUBSIDIARIES

           Consolidated Statements of Changes in Stockholders' Equity

                                  (Unaudited)


<TABLE>
<CAPTION>
                                                         Common stock
                                                -----------------------------     Capital in
                                                                                  excess of       Accumulated
                                                    Shares          Amount        par value        (deficit)          Total
                                                -------------   -------------   -------------    -------------    -------------
<S>                                                <C>          <C>             <C>              <C>              <C>
Balance at June 30, 1999                           47,498,061   $      47,498   $ 270,832,335    $ (61,798,147)   $ 209,081,686

Common stock issued for:
     Cash                                             700,000             700       3,499,300             --          3,500,000
     Exercise of options                              447,400             447       1,258,265             --          1,258,712
     Reduction of indebtedness                        500,000             500       1,874,500             --          1,875,000
Adjustment to prior issuances of common stock
   due to stock price guarantees                      532,820             533            (533)            --               --
Options issued for services                              --              --           112,683             --            112,683
Expenses of stock issuances                              --              --           (55,956)            --            (55,956)
Net loss                                                 --              --              --         (3,601,911)      (3,601,911)
                                                -------------   -------------   -------------    -------------    -------------
Balance at September 30, 1999                      49,678,281   $      49,678   $ 277,520,594    $ (65,400,058)   $ 212,170,214
                                                =============   =============   =============    =============    =============
</TABLE>

See accompanying notes to consolidated financial statements.

                                       5
<PAGE>

                        AGRIBIOTECH INC. AND SUBSIDIARIES

                      Consolidated Statements of Cash Flows

                                  (Unaudited)

<TABLE>
<CAPTION>
                                                                       Three-month period
                                                                       ended September 30,
                                                                  ----------------------------
                                                                      1999            1998
                                                                  ------------    ------------
<S>                                                               <C>             <C>
Cash flows from operating activities:
       Net earnings (loss)                                        $ (3,601,911)   $    333,227
       Adjustments to reconcile net earnings (loss) to net cash
           flows from operating activities:
           Amortization                                              1,955,640       1,320,415
           Depreciation                                              1,363,705       1,038,815
           Equity in earnings of associated entity                     (43,912)       (102,658)
           Deferred income taxes                                          --           247,180
           Options issued for services                                 112,683         245,137
           Changes in assets and liabilities excluding
              effects of acquisitions:
                   Accounts receivable                             (12,314,807)    (22,625,571)
                   Inventories                                     (10,373,489)     (6,837,372)
                   Other assets                                       (732,232)        145,342
                   Accounts payable                                 10,787,511      21,289,584
                   Accrued liabilities                               9,925,298      (1,790,555)
                                                                  ------------    ------------
              Net cash flows from operating activities              (2,921,514)     (6,736,456)
                                                                  ------------    ------------
Cash flows from investing activities:
       Additions to property, plant and equipment                   (1,452,879)     (2,638,699)
       Additions to intangible assets                                  (23,900)        (65,298)
       Distributions from associated entity                             50,000          63,958
       Amounts received (paid) pursuant to stock price
        guarantees and proceed sharing                              (1,377,707)        523,758
       Acquisitions                                                       --       (47,780,999)
       Change in net assets held for sale                                 --        (1,271,225)
                                                                  ------------    ------------
             Net cash flows from investing activities               (2,804,486)    (51,168,505)
                                                                  ------------    ------------
Cash flows from financing activities:
       Net proceeds (repayments) of short-term debt                 (1,123,284)     38,673,478
       Reductions of long-term debt                                 (1,058,531)       (376,923)
       Sale of common stock                                          3,500,000      17,438,648
       Exercise of options                                           1,258,712         741,634
       Expenses of stock issuances                                     (55,956)       (150,162)
                                                                  ------------    ------------
             Net cash flows from financing activities                2,520,941      56,326,675
                                                                  ------------    ------------
Net increase (decrease) in cash and cash equivalents                (3,205,059)     (1,578,286)
Cash and cash equivalents at beginning of period                     4,604,739       2,700,846
                                                                  ------------    ------------
Cash and cash equivalents at end of period                        $  1,399,680    $  1,122,560
                                                                  ============    ============
</TABLE>

See accompanying notes to consolidated financial statements.

                                       6
<PAGE>

                        AGRIBIOTECH INC. AND SUBSIDIARIES

                      Consolidated Statements of Cash Flows

                                  (Unaudited)


<TABLE>
<CAPTION>
                                                                       Three-month period
                                                                       ended September 30,
                                                                   --------------------------
                                                                       1999          1998
                                                                   -----------   ------------
<S>                                                                <C>           <C>
Supplemental Cash Flow Information:
Interest paid                                                      $ 1,872,868   $  2,143,898
                                                                   ===========   ============
Non cash investing and financing activities:
   Accrued costs of acquisitions                                   $      --     $    549,825
   Common stock issued to reduce indebtedness                        1,875,000           --
   Common stock issued in acquisitions                                    --        4,963,826
   Debt incurred in connection with acquisitions                          --        2,300,000
                                                                   ===========   ============
Summary of assets and liabilities acquired through acquisitions:
   Cash                                                            $      --     $  1,083,820
   Accounts receivable                                                    --       12,673,740
   Inventories                                                            --       16,340,066
   Net assets held for sale                                               --        9,345,034
   Property, plant and equipment                                          --       11,714,502
   Intangible assets                                                      --       40,401,233
   Other assets                                                           --          583,948
   Accounts payable and accrued expenses                                  --      (14,952,272)
   Long-term and short-term debt                                          --      (19,252,283)
   Deferred income taxes                                                  --       (1,809,143)
                                                                   -----------   ------------
         Net assets acquired                                       $      --     $ 56,128,645
                                                                   ===========   ============
</TABLE>

See accompanying notes to consolidated financial statements.

                                       7
<PAGE>

                       AGRIBIOTECH, INC. AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
                           September 30, 1999 and 1998
                                   (Unaudited)
   ===========================================================================

(A)  Presentation of Unaudited Financial Statements

AgriBioTech,  Inc.  ("ABT")  is a  vertically  integrated  developer,  producer,
marketer,  and distributor of forage and cool-season turfgrass seed. Since early
1995, ABT has implemented a business strategy designed to first, acquire leading
North   American   companies   active  in  each  step   (research,   production,
distribution,  and sales) in the forage and  cool-season  turfgrass seed sector;
second,  combine  the  acquired  businesses  into  a  single,  customer-focused,
vertically  integrated  entity;  and  third,  shift  the  focus of the  acquired
businesses  from  public,  non-proprietary  seed  varieties  toward  proprietary
varieties with a long-term objective of developing  biotechnologically  enhanced
varieties.  ABT's vertically  integrated  forage and cool-season  turfgrass seed
operations   include   traditional-genetic-breeding   research  and  development
programs,  seed conditioning plants that clean, condition and package seed grown
under contract for ABT, and national and  international  sales and  distribution
networks.

The preparation of financial  statements in conformity  with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect  the  reported  amounts  of assets  and  liabilities  and  disclosure  of
contingent  assets and  liabilities at the date of the financial  statements and
the  reported  amounts of revenues  and expenses  during the  reporting  period.
Actual results could differ from those estimates.

The  unaudited  consolidated  financial  statements  included  herein  have been
prepared in accordance with the rules of the Securities and Exchange  Commission
and,  therefore,  do not include all information  and footnotes  necessary for a
fair presentation of financial  position,  results of operations and cash flows,
in conformity with generally  accepted  accounting  principles.  The information
furnished,  in the opinion of management  reflects all  adjustments  (consisting
primarily  of  normal  recurring  accruals)  necessary  to  present  fairly  the
financial  position,  results of operations  and cash flows for the  three-month
periods  ended  September 30, 1999 and 1998.  ABT's  business is subject to wide
seasonal fluctuations and, therefore, the results of operations for periods less
than one year are not  necessarily  indicative  of results which may be expected
for any other interim period or for the year as a whole.

(B)  Acquisitions

Since July 1 1998, ABT completed the acquisitions  discussed in Note 1b of Notes
to Consolidated  Financial Statements in ABT's June 30, 1999 Form 10-K. Since no
acquisitions  have been consummated since July 1 1999, pro forma results for the
three-month  period ended  September 30, 1999 are the same as actual.  Pro forma
results of operations (unaudited) for the three-month period ended September 30,
1998  assuming  the  acquisitions  had occurred at July 1, 1998,  including  the
effect  of  refinancing  certain  indebtedness  incurred  in  acquisitions  with
subsequent issuances of equity securities, are as follows:

<TABLE>
<CAPTION>
                                                             Three-month period
                                                                ended June 30,
                                                                     1998
                                                                 ------------
<S>                                                              <C>
Net sales                                                        $ 96,732,488
Net earnings (loss)                                                (1,015,540)
Net earnings (loss) per share - basic and diluted                       (0.03)
</TABLE>

In certain  acquisitions,  ABT has guaranteed the sellers will receive an amount
equal to the value assigned to the common stock in the  acquisition if the stock
is sold pursuant to a schedule  provided in a lock-up  agreement.  The status of
these guarantees is discussed in Note D. In addition, ABT will receive a portion
of proceeds  from the sale of ABT's common stock by the former owners of certain
of such acquired businesses at prices in excess of certain amounts stated in the
agreements.

                                       8
<PAGE>

(C)  Short-Term Debt

ABT has a $90 million  revolving  line of credit  with Bank of America  Business
Credit and other lenders  expiring in June 2001.  Borrowings under the revolving
line of credit were $68.1  million at  September  30, 1999,  including  items in
process of collection. Interest is payable monthly based on a variable rate that
averaged  8.45% at September 30, 1999. At November 10, 1999,  approximately  $68
million was  outstanding  and $16 million was available to be borrowed under the
revolving line of credit based on the borrowing base computation at that date.

In October  1999,  ABT signed a  commitment  letter with GE Capital to arrange a
syndicate  of  lenders  to provide  ABT with a  revolving  line of credit in the
amount of up to $115 million and five-year  term financing of up to $20 million.
The revolving line would replace the above revolving  credit  facility.  The new
revolving debt will be subject to a borrowing base  computation  based on levels
of eligible  accounts  receivable and inventory.  The term debt will be based on
the appraised  values of certain items of ABT's  property,  plant and equipment.
The new debt  will be  secured  by  substantially  all of ABT's  assets.  ABT is
required to obtain  additional equity capital or unsecured debt of approximately
$5 million.  It is  anticipated  that this  financing  will be completed in late
November  or early  December  1999,  although  there  can be no  assurance  this
financing will be completed.  In the event this financing is not completed,  ABT
will  continue  to explore  other  alternatives  to  supplement  or replace  its
existing credit facility,  including  obtaining  long-term debt secured by ABT's
property, plant and equipment. In addition, it is possible ABT may seek to raise
additional equity capital.

(D)  Capital Stock

Since June 30, 1999,  ABT has increased its  outstanding  stock options  through
grants to new employees and consultants.  These option grants, which are outside
of ABT's Employee Stock Option Plan, were for an aggregate of 0.6 million shares
of ABT's common stock at exercise prices ranging from $4 to $6.125.

In July 1999,  ABT sold 700,000 shares of common stock for cash of $3.5 million.
In September  1999,  ABT issued  500,000 shares of common stock to extinguish an
obligation  of $1.9  million  under an  agreement  that  cancelled  a  long-term
obligation to an individual  related to certain  intellectual  property  rights.
These  shares can be sold  pursuant to a lock-up  agreement  and if the proceeds
from such sale do not equal the amount of the obligation being extinguished, ABT
will make up the shortfall in cash. If the proceeds exceed the obligation  prior
to all shares being sold, the remaining shares, or excess net proceeds,  will be
returned to ABT. Subsequent to September 30, 1999, all of these shares were sold
with the  proceeds  exceeding  the  amount of the  obligation  by  approximately
$60,000, which was paid to ABT.

As discussed in Note 7 of Notes to  Consolidated  Financial  Statements in ABT's
June 30, 1999 Form 10-K,  in connection  with  acquisitions  of  businesses  and
intellectual  property rights where the owners received ABT common stock as part
of the purchase price,  "lock-up agreements" were executed that limit the amount
of ABT common stock that the recipients can sell within  specified time periods.
In  addition,  ABT  guaranteed  the  proceeds  to be  received by certain of the
recipients  from the sale of the  common  stock if sold in  accordance  with the
lock-up agreements. In the three-month period ended September 30, 1999, ABT paid
$1.4 million in cash and issued  532,820  additional  shares of its common stock
pursuant to these  agreements.  If the shares  remaining to be sold  pursuant to
these  agreements  at  September  30,  1999 are sold at an  average of $3.50 per
share,  the total proceeds  received would be  approximately  $2.85 million less
than the amounts  guaranteed  to be received  for such  shares.  Of this amount,
approximately $1.85 million would be paid in cash,  including $1.7 million to be
paid in July 2000,  with the remaining $1.0 million to be satisfied  through the
issuance of  additional  shares of ABT's common stock or the payment of cash, at
ABT's option. Subsequent to September 30, 1999, ABT issued an additional 200,000
shares under one of these agreements,  approximately  $155,000 was paid in cash,
and sales of shares under one of the agreements was completed, which resulted in
excess  proceeds of  approximately  $70,000 that was paid to ABT. As of November
10,  1999,  the  total   guaranteed   proceeds  to  be  received  upon  sale  of
approximately  465,000  shares of ABT common  stock under these  agreements  was
approximately $3.8 million.

                                       9
<PAGE>

On November 10, 1999, ABT's Board of Directors adopted a Shareholder Rights Plan
under  which all  shareholders  of record as of November  24, 1999 will  receive
rights to purchase shares of a new series of preferred stock. The Rights Plan is
designed  to enable  all ABT  shareholders  to  realize  the full value of their
investment and to provide for fair and equal  treatment for  shareholders in the
event that an  unsolicited  attempt is made to acquire  ABT. The adoption of the
Rights Plan is intended as a means to guard against abusive takeover tactics and
is not in response to any particular proposal. The rights will be distributed as
a  non-taxable  dividend  and will  expire  in ten  years.  The  rights  will be
exercisable  only if a person or group  acquires  15% or more of the ABT  common
stock or  announces  a tender  offer for 15% or more of the common  stock.  If a
person or group  acquires 15% or more of ABT's common  stock,  all  shareholders
except the  purchaser  will be  entitled  to acquire  ABT common  stock at a 50%
discount. The effect will be to discourage  acquisitions of more than 15% of ABT
common stock  without  negotiations  with the Board.  The rights will trade with
ABT's common stock,  unless and until they are separated  upon the occurrence of
certain future  events.  ABT's Board of Directors may redeem the rights prior to
the expiration of a specified  period following the acquisition of more than 15%
of ABT's common stock. The terms of the Rights Plan allow The State of Wisconsin
Investment  Board,  which owns  approximately  18.9% of ABT's common  stock,  to
maintain its  investment in ABT, as well as to acquire up to 20% of ABT's common
stock,  without  triggering the rights.  Continuation of the Rights Plan will be
subject  to  shareholder  approval  no later  than the third  annual  meeting of
stockholders  following the Board's  adoption and periodically  thereafter.  The
Board of  Directors  has  reserved  and  designated  1,000,000  shares  of ABT's
preferred stock for possible issuance in connection with the Rights Plan.

(E)  Earnings per Share

The components of shares of common stock used in computing  earnings  (loss) per
common share are as follows:

<TABLE>
<CAPTION>
                                                          Three-month period
                                                          ended September 30,
                                                       -------------------------
                                                          1999           1998
                                                       ----------     ----------
<S>                                                    <C>            <C>
Basic (weighted average shares outstanding)            48,382,464     38,086,413
Options and warrants                                         --        3,242,188
                                                       ----------     ----------
     Diluted                                           48,382,464     41,328,601
                                                       ==========     ==========
</TABLE>

The above  table does not  reflect  contingently  issuable  securities  that are
anti-dilutive  due to losses or where  underlying  prices  exceeded  the average
market price of ABT common stock,  which consisted of approximately  8.6 million
options and 3.2 million  warrants at September 30, 1999 and 0.9 million  options
and 0.6 million  warrants at  September  30,  1998.  See Note (D) for  potential
contingently   issuable  shares  under  guarantee  agreements  entered  into  in
connection with acquisitions.

(F)  Income Taxes

ABT  provides  income  taxes for interim  periods  based on its  estimate of its
effective income tax rate for the corresponding fiscal year. ABT anticipates its
effective   income  tax  rate  for  the  year  ending  June  30,  2000  will  be
approximately zero.

                                       10
<PAGE>

(G)  Contingencies

Between January 14, 1999 and March 19, 1999, a number of securities class action
complaints  were filed  against  ABT and  certain of its  former  directors  and
current  and former  officers  in  federal  courts in New  Mexico,  New York and
Nevada.  All cases have been transferred to the United States District Court for
the  District of Nevada and  consolidated  into one action.  On July 6, 1999,  a
consolidated amended complaint was filed by plaintiffs purporting to represent a
class of purchasers of ABT common stock from September 24, 1997 through February
16, 1999.  The  complaint  alleges,  among other  things,  that ABT's  financial
statements,  including the accounting  treatment for  acquisitions  completed in
1997 and 1998, and certain statements made by ABT concerning its efforts to find
a strategic  equity  investor in late 1998 and early 1999 and other  topics were
false and misleading  and caused an artificial  rise in ABT's common stock price
in violation of federal  securities  law. On August 18, 1999, ABT filed a motion
to dismiss the complaint. The plaintiffs have filed a brief in response to ABT's
motion and ABT has  responded  to that brief.  ABT  believes it has  meritorious
defenses to this action and intends to defend itself vigorously. However, due to
the risks of litigation,  a prediction of the final outcome of these proceedings
cannot be made with  certainty,  and an unfavorable  result in this action could
have a material adverse impact.

In the ordinary course of business, ABT is also a party to certain other claims,
actions and proceedings incidental to its business, none of which is expected to
have a material adverse effect on the business, financial position or results of
operations of ABT.

(H)  Restructuring and Special Charges

In June 1999,  ABT's  Board of  Directors  approved  the  restructuring  plan to
integrate  the  acquired  businesses.  The  plan  includes  the  closure  of  33
facilities  that were  determined to be either  redundant or  inconsistent  with
ABT's  overall  strategic  plan and an  associated  reduction  in  workforce  of
approximately 300 full-time employees related to facility closures,  elimination
of  duplicate  positions,  and  streamlining  ABT  operations  related  to  cost
reduction  initiatives.  In the year  ended June 30,  1999,  ABT  recorded  $9.8
million  of  restructuring  and  other   integration   related  costs  that  are
non-recurring  or  infrequent in  occurrence.  In the  three-month  period ended
September 30, 1999, ABT recorded additional costs of $41,584.  The restructuring
and special charges are summarized as follows:

<TABLE>
<CAPTION>
                                             Non-cash                  Cash
                                     -----------------------   -----------------------
                                      Realized      To be         Paid      To be paid
                                       through  realized after   through       after
                           Total      September    September    September    September
                          charges     30, 1999     30, 1999     30, 1999     30, 1999
                        ----------   ----------   ----------   ----------   ----------
<S>                     <C>          <C>          <C>          <C>          <C>
Facility closure        $3,361,596   $   28,498   $3,333,098   $     --     $     --
Employee termination     3,181,960         --           --      1,828,089    1,353,871
Disposal of equipment      897,660       82,322      815,338         --           --
Other                    2,351,999         --           --      2,112,918      239,081
                        ----------   ----------   ----------   ----------   ----------
    Total               $9,793,215   $  110,820   $4,148,436   $3,941,007   $1,592,952
                        ==========   ==========   ==========   ==========   ==========
</TABLE>

The restructuring charges are based on estimates and, therefore,  are subject to
change. ABT does not believe any revisions to these estimates will be material.

(I)  Segment Information


ABT operates and manages its business by business units focused on the nature of
the customers  served by each business  unit.  ABT has  segregated its customers
into three basic categories:  (1) those that are primarily retail focused or are
end-use consumers; (2) those that are primarily wholesale focused; and (3) those
characterized  by ABT as Specialty  Distribution.  The retail  operations  serve
customers   throughout  North  America  using  four  geographical  areas.  These
customers   include  mass   merchandisers,   independent   lawn  and  garden  or
agricultural  retailers,  golf courses,  sports fields, sod farms,  landscapers,
dairies,  cattle  ranchers,  commercial hay growers,  farmers,  land reclamation
projects,  hydroseeders,  highway departments, and airports. Three of the retail
areas have similar economic characteristics and have been aggregated as "retail"
in the table below. The fourth retail area is  quantitatively  insignificant for
disclosure  purposes and is included in  "other/corporate"  below. The wholesale
operations  serve domestic  customers  that  generally are larger  entities with
their own sales forces and distribution  channels that re-sell ABT's products to
others  and  international  users of  forage  and  cool-season  turfgrass  seed.
Wholesale  operations  also include seeds sold through private labels of others.
Specialty  Distribution  serves  customers  formerly  served  by three  acquired
businesses that provide a full range of seed, chemicals,  fertilizers,  lawn and
garden supplies, and ancillary products to a wide range of customers,  including
golf course,  landscapers and hardware-type  retail stores in certain markets in
the United States.

                                       11
<PAGE>

The following  table  presents  revenues from external  customers,  intersegment
revenues, and segment earnings (loss) for the three-month period ended September
30, 1999 and segment assets as of September 30, 1999:

<TABLE>
<CAPTION>
                                                                 Specialty        Other/
                                   Retail         Wholesale     Distribution      Corporate          Total
                               -------------    -------------   -------------   -------------    -------------
                                                                (In millions)
     <S>                       <C>              <C>             <C>             <C>              <C>
     Revenues from
        external customers     $   35.6          $   22.0         $   13.3      $    2.6         $   73.5
     Intersegment  revenues         0.1               4.4              0.1           0.4              5.0
     Segment earnings (loss)        1.6               0.4              0.1          (5.7)            (3.6)
     Segment assets                58.4              96.3             19.7         186.0            360.4
</TABLE>

The above table  includes  corporate  expenses  aggregating  $5.9  million  that
primarily  consist of general and  administrative  expenses  of ABT's  corporate
headquarters  (including  officer  and  administrative  employee  compensation),
research and development  expenses,  amortization  of intangibles,  and interest
expense. Budgeted corporate general and administrative expenses and research and
development  expenses  are  allocated  to  the  operating  segments  based  on a
percentage of budgeted revenue.  Variances to budget or absorption rates are not
reallocated.  Segment  earnings (loss) for the operating  segments is determined
from revenues,  cost of sales,  operating  expenses,  and other income (expense)
directly  attributable to each segment plus the allocation of budgeted corporate
costs.  Corporate  assets  reflected in the above table amount to $178.6 million
and primarily  include cash,  property,  plant and  equipment  (including  ABT's
enterprise  resource  planning  system and corporate  headquarters),  intangible
assets (including  goodwill),  deferred tax assets,  and other assets (including
investments in other entities).  The assets of the operating  segments primarily
consist of accounts  receivable,  inventory,  and property,  plant and equipment
attributable to each segment.

The accounting policies of the reported segments are the same as those described
within Note 2 of Notes to  Consolidated  Financial  Statements in ABT's June 30,
1999 Form 10-K. Sales between segments are accounted for at cost.

Due to the number of acquisitions completed by ABT and the different methods and
systems of accumulating data in the acquired businesses,  similar information is
not  available  for  prior  years.  Prior to the June  1999  restructuring,  ABT
assessed  performance of its operations and made decisions  about  allocation of
resources as one combined business, consisting of all the acquired entities and,
therefore, operated as a single segment.

(J)  Reclassifications

Certain amounts in the prior year financial statements have been reclassified to
be comparable to the current year presentation.


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

                                       12
<PAGE>

ITEM 2. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATION

The  following  discussion  and analysis of financial  condition  and results of
operations  should  be read  in  conjunction  with  the  consolidated  financial
statements  and notes  thereto  of ABT  included  elsewhere  herein.  ABT is the
largest developer, producer, marketer, and distributor of forage and cool-season
turfgrass  seed in North  America.  Since  early  1995,  ABT has  implemented  a
business  strategy  designed to first,  acquire leading North America  companies
active in each  step  (research,  production,  distribution,  and  sales) in the
forage and  cool-season  turfgrass  seed  sector;  second,  combine the acquired
businesses into a single,  customer-focused,  vertically  integrated entity; and
third, shift the focus of the acquired  businesses from public,  non-proprietary
seed  varieties  toward  proprietary  varieties  with a long-term  objective  of
developing  biotechnologically  enhanced varieties. ABT has acquired a number of
seed businesses since January 1, 1995 (the "Acquisition  Program") to accomplish
its business  strategy.  These acquisitions are summarized in Note 1 of Notes to
Consolidated   Financial   Statements   in  ABT's  June  30,   1999  Form  10-K.
Historically,  the results of  operations  of the  acquired  companies  had been
included in ABT's consolidated  results beginning with the effective date of the
acquisition in accordance with the purchase  method of accounting.  As discussed
in Note 1(b) of Notes to Consolidated  Financial Statements in the June 30, 1999
Form 10-K,  ABT had taken  effective  control  of  acquired  businesses  as of a
mutually  agreed  upon  effective  date  that  preceded  the  closing  date when
consideration  was  transferred  to the sellers.  ABT had reflected the acquired
businesses in its  Consolidated  Financial  Statements as of the effective date.
Due to the  size  of ABT and the  internal  focus  on  integration  of  acquired
businesses,  ABT  changed  its  acquisition  practices,  to operate  and acquire
businesses at the closing  date,  instead of the  effective  date,  for acquired
businesses  not  included  in  ABT's  March  31,  1998  consolidated   financial
statements.

The  acquisitions  and other  operations  being  included in ABT's  consolidated
financial   statements   beginning   with  each  of  their   acquisition   dates
significantly  affects the  meaningfulness of comparisons drawn between periods.
Furthermore,  the seed  business is subject to wide seasonal  fluctuations  and,
therefore,  the results of periods  less than twelve  months,  such as the three
month  periods  presented  herein  (each  a  "Three-Month   Period"),   are  not
necessarily  indicative  of results  which may be expected  for an entire  year.
ABT's  fiscal  year  ("Fiscal")  ends on June  30.  The  significant  number  of
acquisitions  and the period for which each is  included  in ABT's  consolidated
financial  statements in relation to the  seasonality  of the business  cycle of
each acquisition  significantly  affects the meaningfulness of comparisons drawn
between periods.

In this report and elsewhere (Annual Report, other SEC filings,  press releases,
investor   and  analyst   conference   calls),   ABT  has  made  and  will  make
forward-looking statements relating to matters such as anticipated financial and
operational performance; management plans; revenue, cost and profit projections;
research  and  development  of new  products;  acquisition  and  integration  of
companies;   performance  of  the  seed  industry  and  ABT's  competitors,  and
management's underlying assumptions about the above.

The Private  Securities  Litigation  Reform Act of 1995 provides a "safe harbor"
for  forward-looking  statements  in order to  encourage  companies to make such
statements in order to provide additional  information to investors.  ABT wishes
to make such statements and to avail itself of the "safe-harbor". In order to do
so,  ABT  states  that  any   forward-looking   statement   involves  risks  and
uncertainties,  is  not a  guarantee  of  future  performance,  and  the  actual
financial and economic  performance  and condition of ABT may differ  materially
from that  expressed  in the  forward-looking  statement,  due to a  variety  of
factors, such as those set forth in Item 1 of ABT's Form 10-K for the year ended
June 30, 1999 under the heading "General - Forward Looking Statements" and other
filings with the Securities and Exchange Commission.

The above  factors have  significant  impacts on the  following  discussion  and
analysis and should be considered as part of it.

                                       13
<PAGE>

Results of Operation

Selected  information  concerning  the results of  operations  is  summarized as
follows:

<TABLE>
<CAPTION>
                                         Three-month period
                                         ended September 30,
                                      --------------------------
                                         1999            1998
                                      -----------     ----------
<S>                                   <C>             <C>
Net sales                             $73,506,152     89,601,608
Gross profit                           22,822,537     25,467,585
            Percentage of net sales          31.0%          28.4%
Operating expenses                     24,679,261     22,921,375
            Percentage of net sales          33.6%          25.6%
 Restructuring and special charges         41,584           --
           Percentage of net sales            0.1%          --
</TABLE>

ABT has  essentially  completed  the first phase of its business  strategy.  The
first phase was the  Acquisition  Program  that  enabled ABT to  accumulate  the
critical mass it believes is necessary to lead the  transformation of the forage
and  turfgrass  sector of the seed  industry.  Changes in the items in the above
table are in part due to the  Acquisition  Program,  which  results  in  certain
operations not being included for the entire Fiscal 1999 Three-Month Period.

The  second  phase  of  ABT's  business   strategy  to  integrate  the  acquired
businesses,  which have  generally  been  operating  as they were prior to being
acquired, into a single, customer-driven business entity centered around the ABT
name and logo (the "Integration  Process") was initiated in late Fiscal 1999. In
the Integration  Process,  ABT's objectives  include raising margins through the
introduction of proprietary  products and reducing expenses by gaining economies
of scale. The integration  process has progressed to the point that ABT believes
that  operating  expenses  will  be  reduced  by at  least  $14  million,  on an
annualized  basis,  for Fiscal 2000.  Since ABT did not initiate the Integration
Process  until  near  the  end of  Fiscal  1999,  only a  small  portion  of the
efficiencies  and  cost  reductions  associated  with  the  Integration  Process
impacted  the Fiscal  2000  Three-Month  Period.  ABT is still in the process of
integrating  its  various  production  operations  and to a  lesser  extent  its
distribution operations.

Management believes EBITDA (earnings before interest, income taxes, depreciation
and  amortization)  is an  important  indicator of ABT's  operating  performance
particularly during the first and second phases of its business strategy. EBITDA
is widely used as a measure of a company's operating performance and its ability
to  service  its  indebtedness.   EBITDA  is  not  a  measurement  of  financial
performance  under generally  accepted  accounting  principles and should not be
construed as a substitute for net earnings  (loss) as a measure of  performance,
or cash flow from operations as a measure of liquidity. Adjusted EBITDA, defined
by ABT as EBITDA before  restructuring and special charges,  was $1.6 million in
the  Fiscal  2000  Three-Month  Period  and  $5.3  million  in the  Fiscal  1999
Three-Month Period.

An integral part of ABT's business strategy is to become  vertically  integrated
with production  operations producing seed varieties developed by ABT's research
operations and then providing those seeds to ABT's distribution operations. This
results in sales made by production  operations that formerly were made to third
parties being made as  intercompany  sales within ABT owned  operations and also
results in less purchases of inventory from outside suppliers. Sales between ABT
operations are eliminated in the consolidated results of operations. The cost of
product  shipped  between ABT  operations,  amounting  to $26.3  million (52% of
reported cost of sales) in the Fiscal 2000 Three-Month  Period and $20.4 million
(32% of reported cost of sales) in the Fiscal 1999 Three-Month  Period,  was not
recorded as cost of sales, nor are these shipments  reflected in net sales. This
has two impacts on the financial  statements.  First, the time certain sales are
recorded is delayed in that shipments to third parties are recorded when shipped
to the third party, but when shipped to other ABT operations are not recorded as
sales until that operation ships the product to its customers.  Second,  as more
production is used internally  rather than sold to third parties,  sales revenue
is  reduced  since both the  internal  sales and the  related  cost of sales are
eliminated in the financial  statements.  However,  since the internal costs are
lower, the dollar amount of gross profit  ultimately  realized on these sales is
equal  to  that  which  would  have  been  recognized   prior  to  the  vertical
integration.  This results in gross  profit  increasing  as a percentage  of net
sales.

                                       14
<PAGE>

During the Fiscal 2000 Three-Month Period, ABT had net sales of $73.5 million as
compared  to $89.6  million  during  the Fiscal  1999  Three-Month  Period.  The
decrease is primarily due to three reasons.  As mentioned  above, as ABT becomes
more  vertically  integrated  the  percentage  of its products that are produced
internally  increases,  which reduces the amount recorded as sales.  The average
sales price for certain seed products  decreased  substantially  from the Fiscal
1999  Three-Month  Period to the Fiscal 2000  Three-Month  Period.  Of the seven
major species sold during this period,  six decreased in price.  The  percentage
change in the prices of these products  ranged from 10% to 45%. This decrease in
sales  prices  negatively  impacted  net sales.  In  addition,  adverse  weather
conditions  caused  the  harvest  of  seed  grown  for  ABT in  Oregon,  where a
significant  amount of turfgrass seed is grown, to be approximately  three weeks
later in the fall of 1999 than in the fall of 1998,  which resulted in a reduced
amount of seed being available to be sold in the Fiscal 2000 Three-Month  Period
compared  to the  prior  year.  These  factors  significantly  reduced  the time
available  to bring  product to market and  resulted in unfilled  demand,  which
negatively impacted net sales.

Cost of sales,  primarily  seed costs,  were $50.7 million or 69.0% of net sales
for the Fiscal 2000 Three-Month Period compared to $64.1 million or 71.6% of net
sales for the Fiscal 1999 Three-Month Period.  Gross profit was $22.8 million or
31.0% of net sales for the Fiscal  2000  Three-Month  Period  compared  to $25.5
million  or 28.4% of net sales  for the  Fiscal  1999  Three-Month  Period.  The
decrease  in the  dollar  amount is  primarily  due to  reduced  sales  dollars,
described above, partially offset by an increase in transportation costs to move
product from the  production  facilities  to the  distribution  facilities.  The
increased  freight was the result of an increased demand curve brought on by the
compressed selling season. The increase in the gross profit percentage is due to
a combination  of factors,  including the increase  resulting  from more product
produced  internally.  This was partially offset by a compressed  selling season
which caused  difficulty in getting  proprietary  products to market,  an excess
supply  of seed for most  turfgrass  species,  which  created  downward  pricing
pressure, the continuing pressure on farmers because of falling prices for their
products which creates downward pressure on the price of products they purchase,
and  the  higher   production   costs   associated  with  the   availability  of
transportation.

There is worldwide oversupply of turfgrass and forage seed except for bluegrass,
fine fescues, creeping red fescue, timothy and reed canarygrass. This oversupply
situation  was caused by higher than average seed  harvests in the U.S.,  Canada
and Europe and  significant  carryover from the prior crop year. The dormant and
non-dormant  alfalfa  harvest  was  the  largest  since  1991.  Because  of this
situation,  compared to a year ago,  tall fescue  prices have fallen by 10 to 35
percent,  ryegrass prices have fallen by 15 to 45 percent, and prices for common
varieties  of alfalfa  have fallen by 40 percent.  The  industry is  following a
trend  towards  consolidation  in the U.S.  and in Europe.  Smaller  independent
companies  facing this trend have responded with aggressive  pricing programs to
move their excess  inventories and retain their market share.  These  conditions
are  expected  to  continue  to cause  downward  pressure  on prices and margins
through the current year.

ABT's goal is to raise gross  margins over the next several years as a result of
ABT's attempt to vertically  integrate its operations and shift its product mix,
reducing the proportion of public  (commodity or common) products and increasing
the proportion of proprietary (value added) products.

Operating expenses  increased from $22.9 million,  or 25.6%, of net sales in the
Fiscal 1999 Three-Month  Period to $24.7 million,  or 33.6%, of net sales in the
Fiscal 2000 Three-Month Period. ABT completed nine acquisitions  between July 1,
1998 and June 30, 1999. Total  depreciation  and amortization  increased by $1.0
million  in the Fiscal  2000  Three-Month  Period  compared  to the prior  year,
primarily due to these  acquisitions  and  depreciation on ABT's new information
system.  On a pro forma basis, as if those  acquisitions had occurred on July 1,
1998,  operating  expenses  would have been $25.2  million  for the Fiscal  1999
Three-Month  Period. The levels of operating expenses were impacted by the items
discussed below and by the  implementation  of the Integration  Process that was
started late in Fiscal 1999. The Integration Process is expected to be completed
by June 30, 2000 and to achieve savings, on an annualized basis, of $14 million.
However,  many of the cost savings and  efficiencies of the Integration  Process
were only partially  realized during the Fiscal 2000  Three-Month  Period due to
the timing of its  implementation.  At  September  30, 1999,  ABT has  initiated
action with respect to approximately 70% of its integration plan. The percentage
increase is  attributable  to the decrease in the dollar  amount of sales due to
the factors mentioned above combined with the fact that many operating  expenses
are  fixed  and are  therefore  impacted  by a  shortfall  in  sales.  The major
components of operating expenses are personnel costs, occupancy expense, vehicle
and shipping expenses,  outside services, travel, advertising and promotion, and
amortization. These components amounted to:

                                       15
<PAGE>

<TABLE>
<CAPTION>
                                           Three-month period
                                           ended September 30,
                                     -----------------------------
                                         1999               1998
                                     -----------       -----------
<S>                                  <C>               <C>
Personnel costs                      $11,622,359       $10,331,239
Occupancy expenses                     3,881,676         3,616,746
Vehicle and shipping                   2,755,464         2,309,591
Outside services                       1,339,509         1,242,011
Travel                                   689,824           803,514
Advertising and promotion                946,825         1,480,191
Amortization                           1,955,640         1,320,415
</TABLE>

In  addition  to the  impacts of the  Acquisition  Program  and the  Integration
Process,  personnel  costs  increased  in the  Fiscal  2000  Three-Month  Period
compared to the same period in the prior year due to  additional  part-time  and
temporary  workers hired to assist in the final phase of the ERP  implementation
and to assist in the compressed fall selling season. Furthermore,  the timing of
the  implementation  of the Integration  Process,  particularly  with respect to
ABT's turfgrass production facilities,  resulted in ABT not realizing all of the
anticipated  benefits  from  reductions  in  personnel  during the  Fiscal  2000
Three-Month Period.

Occupancy  expenses  increased in the Fiscal 2000 Three-Month Period compared to
the prior year resulting from  additional  facilities  added since September 30,
1998 due to acquisitions, construction of a new alfalfa production facility, and
expansion of ABT's corporate  headquarters,  partially  offset by the closing of
certain  facilities as part of the Integration  Process.  At September 30, 1999,
ABT had closed 29 of the 33 facilities scheduled to close. However, until closed
facilities  are  disposed  of,  ABT  continues  to incur  costs  for  utilities,
maintenance,  property taxes,  and other operating  costs.  These costs were not
accruable as part of the  restructuring and special charges recorded at June 30,
1999.

Vehicle and shipping  expenses  increased in the Fiscal 2000 Three-Month  Period
compared to the prior year.  The  increase was caused by a shortage of available
transportation,  which  resulted in higher  shipping  prices.  Outside  services
increased in the Fiscal 2000  Three-Month  Period,  primarily due to expenses in
connection  with  research and  development  aspects of ABT's  arrangement  with
Kimeragen,  Inc.  Travel costs decreased in the Fiscal 2000  Three-Month  Period
compared to the prior year resulting from an increased emphasis by management to
reduce travel costs.  Advertising  and promotion  costs  decreased in the Fiscal
2000 Three-Month  Period compared to the same period due to the consolidation of
programs that reduced redundant projects.

Amortization increased in the Fiscal 2000 Three-Month Period due to acquisitions
completed  since  July 1, 1998.  At  September  30,  1999,  ABT has  unamortized
intangible  assets,  including  goodwill,  of $151.0  million.  ABT's ability to
recover the carrying amount of goodwill through  undiscounted cash flows assumes
that results of  operations  and cash flows in future  periods will improve from
historical  levels.  If ABT is unable to achieve its business  objectives,  some
portion of goodwill could be impaired in subsequent periods.

Research  and  development  expenses,  which are  included  within  the  various
components  of  operating  expenses  described  above,  were $1.4 million in the
Fiscal  2000  Three-Month  Period  compared  to $0.8  million in the Fiscal 1999
Three-Month  Period.  The increase was due to  increased  expenditures  on ABT's
traditional  genetic breeding  programs for alfalfa and turfgrasses,  as well as
the  establishment of ABT's research  facility at The University of Rhode Island
and expenses,  including amortization of intangibles,  related to the technology
of  Hybrigene,  Inc. and Kimergen,  Inc.,  which were not incurred in the Fiscal
1999 Three-Month  Period.  As ABT attempts to transform its forage and turfgrass
seed businesses to proprietary  products with higher gross margins,  ABT expects
research  and  development  expenses as a percentage  of sales will  continue to
increase  and to  eventually  be  similar  to  public  companies  in  the  other
proprietary seed sectors.

Interest expense decreased to $1.8 million in the Fiscal 2000 Three-Month period
compared  to $2.2  million  in the  Fiscal  1999  Three-Month  Period.  This was
primarily due to reduced  borrowings  under ABT's  revolving line of credit.  In
addition,  during the Fiscal 1999 Three-Month  Period, ABT had up to $30 million
in borrowings under two short-term bridge financing facilities, which had higher
interest rates than the revolving credit facility.  These bridge  facilities did
not exist in the Fiscal 2000 Three-Month Period.

                                       16
<PAGE>

ABT's net loss was $3,601,911 for the Fiscal 2000 Three-Month Period compared to
net earnings of $333,227 for the Fiscal 1999  Three-Month  Period as a result of
the items  discussed  above.  For the Fiscal 2000  Three-Month  Period,  average
common shares  outstanding used in computing earnings per common share increased
due to additional shares issued, primarily for cash,  acquisitions,  options and
warrants.  For purposes of computing  diluted earnings per share in Fiscal 1999,
average shares outstanding were increased by the dilutive effects of options and
warrants.

Liquidity and Capital Resources

Net earnings (loss) adjusted for non-cash impacts of depreciation, amortization,
equity in  earnings  of  associated  entity,  deferred  taxes,  and  options for
services  was a negative  $0.2  million in the Fiscal  2000  Three-Month  Period
compared  to a positive  $3.1  million in the Fiscal  1999  Three-Month  Period.
However,  ABT's  inventory  and  accounts  receivable  increased  more  than the
increase in  accounts  payable and accrued  liabilities  by  approximately  $2.0
million during the Fiscal 2000  Three-Month  Period and $10.0 million during the
Fiscal  1999  Three-Month  Period.  This was a primary  cause of ABT  having net
negative cash flows from operating  activities of $2.9 million during the Fiscal
2000  Three-Month  Period  compared to net  negative  cash flows from  operating
activities  of $6.7  million  during the Fiscal  1999  Three-Month  Period.  The
increases in accounts payable and inventories are primarily  attributable to the
delivery of seed  harvested  during the fall season.  The  increases in accounts
receivable are attributable to the sales activity during the periods. During the
Fiscal 2000 Three-Month  Period,  ABT had net negative cash flows from investing
activities  of $2.8  million  compared  to  $51.2  million  in the  prior  year,
primarily from  investments in property,  plant and equipment and  acquisitions.
During the Fiscal 2000 Three-Month Period, ABT had net cash flows from financing
activities  of $2.5  million,  primarily  due to the sale of  common  stock  and
exercise of  options,  partially  offset by a  reduction  of long and short term
debt.  During the Fiscal 1999  Three-Month  Period,  ABT had net cash flows from
financing  activities of $56.3 million,  primarily due to additional  short-term
debt of $38.7  million and  proceeds  from the issuance of common stock of $18.2
million.

ABT has a $90 million  revolving  credit  facility  with Bank  America  Business
Credit and other  lenders  expiring in June 2001,  under which  borrowings  were
$68.1  million  at  September  30,  1999,  including  items  in the  process  of
collection.  Total  short-term  debt at September  30, 1999,  was $70.8  million
compared  to $104.8  million at  September  30,  1998.  At  November  10,  1999,
approximately  $68 million was  outstanding  and $16 million was available to be
borrowed  under  the  revolving  line of  credit  based  on the  borrowing  base
computation  at that date.  In the prior year,  ABT had  borrowed $96 million at
November 6, 1998 and $2 million was available to be borrowed.

ABT  has  borrowed  approximately  $3  million  from a  special  purpose  entity
controlled  by  officers  of ABT the  proceeds  of which  were used for  working
capital.  This debt is secured by certain  real estate and provides for interest
at 10% per  annum.  The debt is due on demand  or, if no demand is made,  ninety
days from the borrowing, and is repayable upon any refinancing by ABT.

In October  1999,  ABT signed a  commitment  letter with GE Capital to arrange a
syndicate  of  lenders  to provide  ABT with a  revolving  line of credit in the
amount of up to $115 million and five-year  term financing of up to $20 million.
The revolving line would replace the above revolving  credit  facility.  The new
revolving debt will be subject to a borrowing base  computation  based on levels
of eligible  accounts  receivable and inventory.  The term debt will be based on
the appraised  values of certain items of ABT's  property,  plant and equipment.
The new debt  will be  secured  by  substantially  all of ABT's  assets.  ABT is
required to obtain  additional equity capital or unsecured debt of approximately
$5 million.  It is anticipated that this financing will be completed in early to
mid December  1999,  although  there can be no assurance  this financing will be
completed.  In the event this financing is not  completed,  ABT will continue to
explore  other  alternatives  to  supplement  or  replace  its  existing  credit
facility,  including obtaining  long-term debt secured by ABT's property,  plant
and  equipment.  In addition,  it is possible  ABT may seek to raise  additional
equity capital.

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<PAGE>

The Company had working  capital of $5,601,653 at September 30, 1999 as compared
to  $1,498,277 at June 30, 1999.  The increase in working  capital was primarily
caused by an increase in inventories and accounts receivable partially offset by
an increase in accounts payable and accrued liabilities.

Management Information System and Year 2000

ABT's Form 10-K for the year ended June 30, 1999  contains a discussion of ABT's
process  to  address  the  consequences  of  reaching  the  Year  2000  and  the
implementation of a company-wide enterprise resource planning system to meet its
information system requirements.  No significant changes have occurred since the
June 30, 1999 Form 10-K was filed.
Inflation

Management  does not consider that  inflation  has had a  significant  effect on
ABT's  operations to date. The cost of seed products is largely affected by seed
yields and  alternative  crop  prices,  which have not  generally  been  greatly
impacted by inflation. The costs which are normally impacted by inflation,  such
as wages,  transportation and energy, are a relatively small part of ABT's total
operations.  However, ABT remains subject to possible  significant  inflation in
Mexico, Argentina and other foreign countries.

Impacts of Accounting Standards not yet Adopted

The impacts of recently adopted  accounting  standards is discussed in Note 2 of
Notes to Consolidated Financial Statements in ABT's Form 10-K for the year ended
June 30, 1999.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

No significant  changes in the  quantitative and qualitative  disclosures  about
market risk have occurred from the  discussion  contained in ABT's Form 10-K for
the year ended June 30, 1999.

                           PART II - OTHER INFORMATION

ITEM 1. Legal Proceedings

Between January 14, 1999 and March 19, 1999, a number of securities class action
complaints  were filed  against  ABT and  certain of its  former  directors  and
current  and former  officers  in  federal  courts in New  Mexico,  New York and
Nevada.  All cases have been transferred to the United States District Court for
the  District  of Nevada and  consolidated  into one  action,  captioned  In re:
AgriBioTech, Inc. Securities Litigation, Base File No. CV-S-99-144-PMP (LRL). On
July  6,  1999,  a  Consolidated  Amended  Complaint  was  filed  by  plaintiffs
purporting to represent a class of purchasers of ABT common stock from September
24, 1997 through February 16, 1999. The complaint  alleges,  among other things,
that  ABT's  financial  statements,   including  the  accounting  treatment  for
acquisitions  completed  in 1997 and 1998,  and certain  statements  made by ABT
concerning  its  efforts to find a  strategic  equity  investor in late 1998 and
early 1999 and other topics were false and  misleading  and caused an artificial
rise in ABT's common stock price in violation of Section 10(b) of the Securities
Exchange Act of 1934, as amended, Rule 10b-5 promulgated thereunder, and Section
20 of the Exchange  Act. On August 18,  1999,  ABT filed a motion to dismiss the
complaint. The plaintiffs have filed a brief in response to ABT's motion and ABT
has responded to that brief.  ABT believes it has  meritorious  defenses to this
action and intends to defend  itself  vigorously.  However,  due to the risks of
litigation,  a prediction  of the final outcome of these  proceedings  cannot be
made with  certainty,  and an  unfavorable  result in this  action  could have a
material adverse impact.

In the ordinary course of business, ABT is also a party to certain other claims,
actions and proceedings incidental to its business, none of which is expected to
have a material adverse effect on the business, financial position or results of
operations of ABT.

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<PAGE>

ITEM 6. Exhibits and Reports on Form 8-K

     (a)  Exhibits

          27.1 Financial Data Schedule.

     (b)  Reports on Form 8-K

          During the quarter ended  September 30, 1999 and through  November 17,
          1999, the following Form 8-K filing was made by ABT:

          Dated November 10, 1999 and filed  November 16, 1999 - To report under
          Item 5 the adoption of a shareholder rights plan.

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<PAGE>

                                   SIGNATURES


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



                                              AGRIBIOTECH, INC.,



Date:  November 18, 1999                      By:  /s/ Randy Ingram
                                                   ----------------
                                                   Randy Ingram,
                                                   Executive Vice-President/CFO

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