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 December 31, 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 February  22,2000,  the registrant  had  51,054,978  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>
                                                                              December 31,     June 30,
                                                                                  1999           1999
                                                                              ------------   ------------

<S>                                                                           <C>            <C>
Current assets:
      Cash and cash equivalents                                               $    489,757   $  4,604,739
      Accounts receivable, less allowance for doubtful accounts
         of $8,917,961 at December 31, 1999 and $6,489,753 at June 30, 1999     34,666,585     45,684,024
      Inventories                                                              108,109,930     66,917,763
      Deferred income taxes                                                      1,560,522      1,696,161
      Other                                                                      2,565,715      1,748,157

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

                      Total current assets                                     147,392,509    120,650,844

Property, plant and equipment, net                                              61,472,143     62,212,326

Intangible assets, net of accumulated amortization                             148,539,823    152,949,334

Investment in associated entity                                                    953,701        936,901

Other assets                                                                     5,524,898      5,379,306

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

                      Total assets                                            $363,883,074   $342,128,711

                                                                              ============   ============


See accompanying notes to consolidated financial statements.
</TABLE>
                                       2

<PAGE>

                       AGRIBIOTECH, INC. AND SUBSIDIARIES

                           Consolidated Balance Sheets

                                   (Unaudited)


                      LIABILITIES AND STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>

                                                                        December 31,      June 30,
                                                                           1999             1999
                                                                       -------------    -------------
<S>                                                                    <C>              <C>
Current liabilities:
      Short-term debt                                                  $  76,657,220    $  71,909,061
      Current installments of long-term obligations                        4,196,003        5,977,852
      Accounts payable                                                    42,705,402       20,124,901
      Accrued liabilities                                                 32,674,049       21,140,753

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

                      Total current liabilities                          156,232,674      119,152,567

Long-term obligations, excluding current installments                     11,152,375       12,198,297
Deferred income taxes                                                      1,560,522        1,696,161

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

                      Total liabilities                                  168,945,571      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 51,054,978 shares at
           December 31, 1999 and  47,498,061 shares at June 30, 1999          51,055           47,498
        Capital in excess of par value                                   279,834,220      270,832,335
        Accumulated (deficit)                                            (84,947,772)     (61,798,147)

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

                      Total stockholders' equity                         194,937,503      209,081,686

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


Contingencies and subsequent events (notes F and J)

                      Total liabilities and stockholders' equity       $ 363,883,074    $ 342,128,711

                                                                       =============    =============
</TABLE>



See accompanying notes to consolidated financial statements.

                                       3

<PAGE>

                       AGRIBIOTECH, INC. AND SUBSIDIARIES

                      Consolidated Statements of Operations

                                   (Unaudited)

<TABLE>
<CAPTION>

                                                                  Six-month period                 Three-month period
                                                                  ended December 31,               ended December 31,
                                                           ------------------------------    ------------------------------
                                                                1999            1998             1999             1998
                                                           -------------    -------------    -------------    -------------

<S>                                                        <C>              <C>              <C>              <C>
Net sales                                                  $ 125,472,058    $ 165,540,268    $  51,965,906    $  75,938,660
Cost of sales                                                 93,096,535      124,241,379       42,412,920       58,411,269
                                                           -------------    -------------    -------------    -------------

                Gross profit                                  32,375,523       41,298,889        9,552,986       17,527,391
Operating expenses                                            51,546,847       46,303,214       26,867,586       25,077,925
Restructuring and special charges                                 41,584             --               --               --
                                                           -------------    -------------    -------------    -------------

                Earnings (loss) from operations              (19,212,908)      (5,004,325)     (17,314,600)      (7,550,534)
                                                           -------------    -------------    -------------    -------------

Other income (expense):
    Interest expense                                          (4,202,924)      (5,578,497)      (2,406,908)      (3,333,262)
    Interest income                                              137,544          294,939           85,085          160,210
    Earnings of associated entity                                 66,800          463,056           22,888          360,398
    Other                                                         72,013          (93,655)          65,821         (230,154)
                                                           -------------    -------------    -------------    -------------

                Total other income (expense)                  (3,926,567)      (4,914,157)      (2,233,114)      (3,042,808)

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

                Earnings (loss) before income taxes          (23,139,475)      (9,918,482)     (19,547,714)     (10,593,342)

Income tax expense                                                10,150           30,129             --           (311,505)
                                                           -------------    -------------    -------------    -------------

                Net earnings (loss)                        $ (23,149,625)   $  (9,948,611)   $ (19,547,714)   $ (10,281,837)
                                                           =============    =============    =============    =============

Shares of common stock used in computing earnings (loss)
  per common share:
        Basic                                                 49,242,287       39,057,824       50,102,109       40,029,235
        Diluted                                               49,242,287       39,057,824       50,102,109       40,029,235
                                                           =============    =============    =============    =============

                Net earnings (loss) per common share:
                        Basic                              $       (0.47)   $       (0.25)   $       (0.39)           (0.26)
                        Diluted                                    (0.47)           (0.25)           (0.39)           (0.26)
                                                           =============    =============    =============    =============
</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                                           1,696,697           1,697       6,298,303             --          6,300,000
     Exercise of options                              447,400             447       1,258,265             --          1,258,712
     Reduction of indebtedness                        680,000             680       2,234,320             --          2,235,000
Adjustment to prior issuances of common stock
   due to stock price guarantees                      732,820             733      (1,071,094)            --         (1,070,361)
Options issued for services                              --              --           225,366             --            225,366
Amounts received pursuant to proceed sharing
   under stock price guarantees                          --              --           141,775             --            141,775
Expenses of stock issuances                              --              --           (85,050)            --            (85,050)
Net loss                                                 --              --              --        (23,149,625)     (23,149,625)
                                                -------------   -------------   -------------    -------------    -------------
Balance at December 31, 1999                       51,054,978   $      51,055   $ 279,834,220    $ (84,947,772)   $ 194,937,503
                                                =============   =============   =============    =============    =============

</TABLE>


       See accompanying notes to consolidated financial statements.

                                       5
<PAGE>

                        AGRIBIOTECH INC. AND SUBSIDIARIES

                      Consolidated Statements of Cash Flows

                                   (Unaudited)

<TABLE>
<CAPTION>

                                                                        Six-month period
                                                                        ended December 31,
                                                                  ----------------------------
                                                                      1999            1998
                                                                  ------------    ------------
<S>                                                               <C>             <C>
Cash flows from operating activities:
       Net earnings (loss)                                        $(23,149,625)   $ (9,948,611)
       Adjustments to reconcile net earnings (loss) to net cash
           flows from operating activities:
            Amortization                                             4,486,772       3,031,763
            Depreciation                                             2,548,352       2,154,728
            Equity in earnings of associated entity                    (66,800)       (463,056)
            Deferred income taxes                                         --              --
            Options issued for services                                225,366         369,403
            Changes in assets and liabilities excluding
               effects of acquisitions:
                    Accounts receivable                             11,017,439      18,995,610
                    Inventories                                    (41,192,167)    (32,609,051)
                    Other assets                                      (963,150)     (2,055,416)
                    Accounts payable                                22,580,501      13,065,186
                    Accrued liabilities                             11,840,641      (4,285,907)
                                                                  ------------    ------------

               Net cash flows from operating activities            (12,672,671)    (11,745,351)
                                                                  ------------    ------------

Cash flows from investing activities:
       Additions to property, plant and equipment                   (1,808,168)     (6,997,152)
       Additions to intangible assets                                  (77,261)        (44,364)
       Distributions from associated entity                             50,000          66,297
       Amounts received (paid) pursuant to stock price
            guarantees and proceed sharing                          (1,235,932)           --
       Acquisitions                                                       --       (43,623,016)
       Change in net assets held for sale                                 --         9,345,034
                                                                  ------------    ------------

              Net cash flows from investing activities              (3,071,361)    (41,253,201)
                                                                  ------------    ------------

Cash flows from financing activities:
       Net proceeds (repayments) of short-term debt                  4,748,159      19,118,859
       Additions to long-term debt                                   7,269,929
       Reductions of long-term debt                                   (592,771)     (2,819,136)
       Sale of common stock                                          6,300,000      26,290,829
       Exercise of options                                           1,258,712       1,137,387
       Exercise of warrants                                               --         6,676,920
       Allocations to warrants of proceeds from issuance of
            common stock and convertible debt                        2,904,251
       Expenses of stock issuances                                     (85,050)       (858,745)
                                                                  ------------    ------------

              Net cash flows from financing activities              11,629,050      59,720,294
                                                                  ------------    ------------

Net increase (decrease) in cash and cash equivalents                (4,114,982)      6,721,742
Cash and cash equivalents at beginning of period                     4,604,739       2,700,846
                                                                  ------------    ------------

Cash and cash equivalents at end of period                        $    489,757    $  9,422,588
                                                                  ============    ============

</TABLE>

                                       6
<PAGE>


See accompanying notes to consolidated financial statements.

                        AGRIBIOTECH INC. AND SUBSIDIARIES

                      Consolidated Statements of Cash Flows

                                   (Unaudited)
<TABLE>
<CAPTION>


                                                                       Six-month period
                                                                       ended December 31,
                                                                    ------------------------
                                                                       1999         1998
                                                                    ---------   ------------
<S>                                                                <C>          <C>
Supplemental Cash Flow Information:
Interest paid                                                      $3,993,225   $  5,660,421
                                                                    =========   ============

Non cash investing and financing activities:
   Accrued costs of acquisitions                                   $     --      $   549,825
   Common stock issued to reduce indebtedness                       2,235,000           --
   Common stock issued in acquisitions                                   --        6,543,152
   Common stock issued for costs related to intellectual property        --        3,999,997
   Debt incurred in connection with acquisitions                         --        4,890,000
   Short-term debt expected to be refinanced, reclassified
       as long-term debt                                                 --       17,198,610
                                                                    =========   ============


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                                                     --       40,152,716
   Other assets                                                          --          842,708
   Accounts payable and accrued expenses                                 --      (14,952,272)
   Long-term and short-term debt                                         --      (19,252,283)
   Deferred income taxes                                                 --       (1,808,043)
                                                                    ---------   ------------

         Net assets acquired                                        $    --     $ 56,139,988
                                                                    =========   ============

</TABLE>

See accompanying notes to consolidated financial statements.

                                       7
<PAGE>

                       AGRIBIOTECH, INC. AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
                           December 31, 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 and
six-month periods ended December 31, 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)  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 $73.8  million at December  31,  1999,  including  items in
process of collection. Interest is payable monthly based on a variable rate that
averaged 10.625% at December 31, 1999. At February 11, 2000, approximately $68.9
million  was  outstanding  and  a $4  million  over-advance  existed  under  the
revolving line of credit based on the borrowing  base  computation at that date.
At December  31,  1999,  the Company  was not in  compliance  with the terms and
various covenants  (including debt service charge,  fixed charged coverage ratio
and the minimum gross cash flow) under the revolving credit agreement.

In August and September of 1999 the Company  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 November the debt  agreement was modified to be due upon
demand and it remains outstanding on February 13, 2000.

In October 1999, ABT signed a commitment  letter with GE Capital (GE) 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 have replaced the above revolving credit facility.

                                       8
<PAGE>

In early December 1999 GE advised the Company of the  likelihood  that an equity
infusion in an amount greater than $5 million would be necessary to complete the
syndication of a long-term debt  financing  package.  GE Capital did not specify
the  amount  of   additional   equity   necessary  but  estimated  it  to  total
approximately  $15 million  including the $5 million referred to in the original
commitment letter.

The Company  continued its efforts to complete  long-term debt financing with GE
Capital and its existing bank syndicate  which were  unsuccessful.  Subsequently
the Company filed for a voluntary case with the United States  Bankruptcy  Court
under Chapter 11 as discussed in note J.

The United States Bankruptcy Court has approved interim orders on January 28 and
February 15, 2000,  authorizing the Company to use cash collateral of up to $3.2
million and an additional $1.2 million, respectively, and granting a replacement
lien to the bank  syndicate.  The latest  interim  order expires on February 25,
2000.  The  Company  is  currently  negotiating  with  the  bank  syndicate  for
debtor-in-possession financing.


(C)  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 six-month  period ended December 31, 1999, ABT paid
$1.5 million in cash and issued  732,820  additional  shares of its common stock
pursuant to these  agreements.  If the shares  remaining to be sold  pursuant to
these agreements at December 31, 1999 are sold at an average of $2.00 per share,
the total proceeds  received would be  approximately  $2.2 million less than the
amounts guaranteed to be received for such shares. Of this amount, approximately
$1.7  million  would  be paid in cash and is to be paid in July  2000,  with the
remaining $0.5 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 February 11, 2000,  the total
guaranteed  proceeds to be received upon sale of approximately  48,000 shares of
ABT common stock under these  agreements  was  approximately  $2.2 million.  The
satisfaction  of  the  stock  guarantee   obligations  are  subject  to  certain
determinations  that  will  be  made  as  part  of  the  Chapter  11  bankruptcy
proceedings.

                                       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.

In early December 1999, consistent with GE Capital's equity raising requirements
to complete the syndication of a long-term debt financing  package,  the Company
sold  835,407  shares of its common  stock to an  institutional  investor for an
aggregate of $2.5  million.  The purchase  price  reflects the average of recent
prices of the Company's  common stock on the NASDAQ  National  Market,  net of a
6.5%  discount.  The  proceeds  of this equity  issuances  were used for working
capital.

In late  December  the  Company  issued  161,290  shares of  common  stock to an
individual  investor  for cash at a  negotiated  price of $1.84 per share for an
aggregate of approximately $.3 million. In addition,  the Company issued 180,000
shares of common  stock to an  individual  investor  at an agreed  upon price of
$2.00  per  share  which  equaled  market  price  on the  date of  issuance,  in
satisfaction of current and future obligations to pay royalties upon the sale of
certain current and future varieties of grass seed. The individual investors are
both members of the Company's  management but are not officers.  The proceeds of
these equity issuances were used for working capital.


(D) Earnings per Share

Due to the net losses for the periods presented,  options
and warrants to purchase  common stock,  aggregating  approximately  8.6 and 3.2
million  shares of common stock at December  31,  2000,  and 8.9 and 2.0 million
shares of common  stock at December  31,  1998,  were  anti-dilutive  and do not
impact earnings per share.

(E)  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.

(F)  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.

                                       10
<PAGE>

On January 25, 2000,  the Company filed a petition  seeking relief under Chapter
11 of the Bankruptcy Code. The proceedings against ABT have been stayed pursuant
to the automatic stay provisions of the Bankruptcy Code. The proceedings against
the directors and officers are not stayed.

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.

(G)  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 six-month and three month
periods ended  December 31, 1999, ABT recorded  additional  costs of $41,584 and
none. 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      December     December     December     December
                          charges     31, 1999     31, 1999     31, 1999     31, 1999
                        ----------   ----------   ----------   ----------   ----------
<S>                     <C>          <C>          <C>          <C>          <C>
Facility closure        $3,361,596   $  272,695   $3,088,901   $     --     $     --
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   $  355,017   $3,834,239   $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.

(H)  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 six-month  period ended December
31, 1999 and segment assets as of December 31, 1999:

<TABLE>
<CAPTION>
                                                                 Specialty        Other/
                                   Retail         Wholesale     Distribution      Corporate          Total
                               -------------    -------------   -------------   -------------    -------------
                                                                (In millions)
     <S>                       <C>              <C>             <C>             <C>              <C>
     Revenues from
        external customers     $   58.3          $   40.2         $   21.9      $    5.0         $  125.4
     Intersegment  revenues         0.4               7.3              0.1           0.6              8.4
     Segment earnings (loss)      (6.2)             (5.8)            (0.1)        (11.0)           (23.1)
     Segment assets                48.9             114.6             19.5         180.9            363.9
</TABLE>

The above table  includes  corporate  expenses  aggregating  $10.3  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 $180.5 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.

(I)  Reclassifications

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

(J)  Subsequent Events

On January 25, 2000,  AgriBiotech,  Inc. and several of its subsidiaries filed a
voluntary case (the "Bankruptcy  Case") with the United States  Bankruptcy Court
for the  District of Nevada (the  "Bankruptcy  Court")  under  Chapter 11 of the
United States Bankruptcy Code ( the "Bankruptcy Code.") The Company is operating
its  business as a  debtor-in-possession  and as such,  certain of its  proposed
actions are subject to Bankruptcy Court Approval.

                                       12
<PAGE>

As the  Company  filed the  Bankruptcy  Case  subsequent  to the  quarter  ended
December 31, 1999,  the  financial  statements  do not reflect any  requirements
under  Statement  of Position  (SOP) 90-7,  "Financial  Reporting by Entities in
Reorganization  Under  the  Bankruptcy  Code."  The  SOP  provides  guidance  on
financial  reporting by entities that have filed  petitions  with the Bankruptcy
Court and expect to reorganize as going concerns under Chapter 11 of Title 11 of
the United States Code. Due to the  bankruptcy  filing the Company is in default
of substantially all its debt financing agreements.

The  Company's  Chapter 11 filing  results  from a confluence  of factors  which
reduced  liquidity and increased  pressure on lenders and vendor  relationships.
First,  ABT has been unable to complete the  integration of all the  thirty-four
companies purchased pursuant to the first stage of the Business Plan and achieve
the  economies of scale and related cost  savings.  Accordingly,  ABT is saddled
with high operating  costs.  Second,  the Company's  revenues have declined as a
result of adverse weather in Oregon which led to delays in bringing  products to
market. Moreover a worldwide oversupply of turfgrass and forage seed (except for
certain  varieties)  resulting  from higher than average  harvests in the United
States,  Canada  and  Europe,  have  exerted  downward  pressure  on prices  and
inability  to move  inventory  as  quickly  as  projected.  Third,  slower  cash
collections  from customers due to a weak  agricultural  economy has resulted in
reduced liquidity.

The United States  Bankruptcy  Court  approved  interim orders on January 28 and
February 15, 2000 authorizing the Company to use collateral cash of $3.2 million
and an additional $1.2 million, respectively, and granting a replacement lien to
its bank  syndicate.  The latest interim order will expire on February 25, 2000.
ABT is currently  negotiating  with the bank syndicate for  debtor-in-possession
financing.

On February 15, 2000, the Court  approved the  appointment of William A. Brandt,
Jr. as the Company's responsible natural person under Federal Rule of Bankruptcy
Procedure  9001(5).  As the Responsible  Natural  Person,  Mr. Brandt will be in
complete  control of the day to day operations.  Although Mr. Brandt will not be
an officer of the Company, he shall have all of the powers vested in the members
of the  board of  directors  and  officers  of ABT.  To  assist  Mr.  Brandt  in
fulfilling his duties as the Responsible  Natural Person, the Court approved the
Company's retention of Development  Specialists,  Inc. ("DSI") as reorganization
consultants.

Mr. Brandt,  together with DSI and ABT's other  professionals,  have  determined
that it is in the best interests of the Company's  estates to sell the assets in
one or more  going-concern  sales as efficiently and  expeditiously as possible,
provided that sufficient  financing for an orderly sale process exists.  In that
regard,  the Company is in the process of preparing a bid  solicitation  package
which will be disseminated to all parties expressing  interest in purchasing any
of the Company's assets. The Company contemplates that the solicitation material
will be  available  on or  before  March  1,  2000 and  that  the  deadline  for
submitting  bids will be March 24, 2000.  As of the date of this report,  all of
the members of the  Company's  Board of Directors  and all of its officers  have
resigned.

Nasdaq  National  Market has determined to delist the Company's  securities from
the Nasdaq National Market  effective with the close of business on February 18,
2000.  The  Company  has chosen not to file an appeal.  Due to the burden on the
Company's  remaining  management and other personnel  resulting from the need to
focus  on   reorganization-related   matters,   the  Company  has   requested  a
modification  of  reporting   requirements  from  the  Securities  and  Exchange
Commission.  The Company believes that the reporting modification requirement is
not inconsistent with the protection of investors.


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

                                       13
<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 and six-month periods presented herein (each a "Three-Month  Period"
and "Six-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.

     The  Company  has  incurred  significant  operating  and net  losses  since
inception,  and has been unable to generate  sufficient cash flow from operating
activities to meet projected  debt service and other  obligations as they become
due.  The  Company's  business  requires  substantial  amounts  of  capital  and
liquidity,  principally for the purchases of inventory, research and development
of new proprietary varieties, debt service and working capital requirements.

     On January 25, 2000,  AgriBiotech,  Inc.  and several of it's  subsidiaries
filed a voluntary case (the "Bankruptcy Case") with the United States Bankruptcy
Court for the District of Nevada (the  "Bankruptcy  Court")  under Chapter 11 of
the United  States  Bankruptcy  Code ( the  "Bankruptcy  Code.")  Following  the
commencement  of the  Bankruptcy  Case, the Company has continued to operate its
business as a  debtor-in-possession  with the protection and  supervision of the
Bankruptcy  Court.  See "Liquidity  and Capital  Resources" for a description of
certain  financings  obtained by the Company since the filing of the  Bankruptcy
Case.

     The Company's  Chapter 11 filing results from a confluence of factors which
reduced  liquidity and increased  pressure on lenders and vendor  relationships.
First,  ABT has been unable to complete the  integration of all the  thirty-four
companies purchased pursuant to the first stage of the Business Plan and achieve
the  economies of scale and related cost  savings.  Accordingly,  ABT is saddled
with high operating  costs.  Second,  the Company's  revenues have declined as a
result of adverse weather in Oregon which led to delays in bringing  products to
market. Moreover a worldwide oversupply of turfgrass and forage seed (except for
certain  varieties)  resulting  from higher than average  harvests in the United
States,  Canada  and  Europe,  have  exerted  downward  pressure  on prices  and
inability  to move  inventory  as  quickly  as  projected.  Third,  slower  cash
collections  from customers due to a weak  agricultural  economy has resulted in
reduced liquidity.


                                       14
<PAGE>


     On February 15, 2000,  the Court  approved  the  appointment  of William A.
Brandt,  Jr. as the Company's  responsible  natural person under Federal Rule of
Bankruptcy Procedure 9001(5). As the Responsible Natural Person, Mr. Brandt will
be in complete  control of the day to day  operations.  Although Mr. Brandt will
not be an officer of the Company,  he shall have all of the powers vested in the
members of the board of directors  and officers of ABT. To assist Mr.  Brandt in
fulfilling his duties as the Responsible  Natural Person, the Court approved the
Company's retention of Development  Specialists,  Inc. ("DSI") as reorganization
consultants.

     Mr.  Brandt,  together  with  DSI  and  ABT's  other  professionals,   have
determined that it is in the best interests of the Company's estates to sell the
assets in one or more  going-concern  sales as efficiently and  expeditiously as
possible, provided that sufficient financing for an orderly sale process exists.
In that regard,  the Company is in the process of  preparing a bid  solicitation
package  which  will be  disseminated  to all  parties  expressing  interest  in
purchasing any of the Company's  assets.  As of the date of this report,  all of
the members of the  Company's  Board of Directors  and all of its officers  have
resigned.

     The Company  anticipates  that the filing of the Bankruptcy  Case,  lack of
liquidity and current  absence of  debtor-in-possession  financing  will have an
immediate  negative impact on the results of operations.  Lower revenues and net
losses are anticipated for the  foreseeable  future  considering the Company has
not been able to afford certain activities (e.g. purchase of seed for blends and
mixes, freight costs,  quality testing,  etc.) needed to move products to market
during this critical shipping season.

     Nasdaq  National  Market has determined to delist the Company's  securities
from the Nasdaq National Market effective with the close of business on February
18, 2000. The Company has chosen not to file an appeal. Due to the burden on the
Company's  remaining  management and other personnel  resulting from the need to
focus  on   reorganization-related   matters,   the  Company  has   requested  a
modification  of  reporting   requirements  from  the  Securities  and  Exchange
Commission.  The Company believes that the reporting modification requirement is
not inconsistent with the protection of investors.

     In this report and elsewhere  (Annual Report,  other public 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 effects on the following  discussion and
analysis and should be considered as part of it.


                                       15
<PAGE>

Results of Operation

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

<TABLE>
<CAPTION>
                                                   Six-Month Period                    Three-Month Period
                                                  Ended December 31,                   Ended December 31,
                                                1999             1998                 1999            1998

<S>                                           <C>               <C>                   <C>             <C>
Net sales                                     $125,472,058      165,540,268           51,965,906      75,938,660
Gross profit                                    32,375,523       41,298,889            9,552,986      17,527,391
           Percentage of net sales                   25.8%            25.0%                18.4%           23.1%
Operating expenses                              51,546,847       46,303,214           26,867,586      25,077,925
           Percentage of net sales                   41.1%            28.0%                51.7%           33.0%
Restructuring and special charges                   41,584                -                    -               -
           Percentage of net sales                    .03%                -                    -               -
</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 believed was necessary to lead the transformation of the forage
and  turfgrass  sector of the seed  industry.  The  results of certain  acquired
operations are not included for the entire Fiscal 1999 Six-Month and Three-Month
Periods,  which  effects  the  comparabilitiy  of Fiscal  2000 and  Fiscal  1999
results.

     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.  Such sales amounted to $46.6 million (37.1% of reported
net sales) in the  six-month  period  ended  December 31, 1999 (the "Fiscal 2000
Six-Month  Period"),  $20.3 million (39.0% of reported sales) in the three-month
period ended December 31, 1999 (the the "Fiscal 2000 Three-Month Period"), $45.9
million (26.6% of reported net sales) in the six-month period ended December 31,
1998 (the "Fiscal 1999  Six-Month  Period") and $20.1 million (26.5% of reported
sales) in the  three-month  period ended December 31, 1998 (the the "Fiscal 1999
Three-Month Period").  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.


     The Company's net sales for the  three-months  ended December 31, 1999 were
$52.0  million as  compared  to $75.9  million  for the same  period of 1999,  a
decrease  of 31.6%.  The  Company's  net sales for the  six-month  period  ended
December 31, 1999 were $125.5 million as compared to $165.5 million for the same
period of 1999, a decrease of 24.2%.  The  decreases  are 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 Six-Month and Three-Month  Periods
to the Fiscal 2000 Six-Month and Three-Month Periods. Of the seven major species
sold during these periods,  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 Six  Month  and  Three-Month  Periods
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.

                                       16
<PAGE>

Cost of sales,  primarily seed costs,  for the  three-months  ended December 31,
1999 were $42.4 million or 81.6% of net sales  compared to $58.4 million for the
same  period of Fiscal  1999,  a  decrease  of 27.4%.  Cost of sales for the six
months  ended  December  31,  1999 were  $93.1  million or 74.2% of net sales as
compared to $124.2  million for the same  period of Fiscal  1999,  a decrease of
25.1%.  Gross Profit was $9.6 million or 18.4% of net sales for the three months
ended  December 31, 1999 as compared to $17.5  million or 23.1% of net sales for
the same period in Fiscal 1999, a decrease of 27.4%.  The decrease in the dollar
amounts are 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 decreases in the gross profit percentage are due to a combination of
factors such as inventory  adjustments as a result of physical  inventory counts
in late November, 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.

     Operating  expense for the three months ended  December 31, 1999 were $26.9
million as compared to $25.1  million  for the same  period of Fiscal  1999,  an
increase of 7.1%.  Operating expenses for the six months ended December 31, 1999
were $51.5  million as compared  to $46.3  million for the same period of Fiscal
1999.  ABT completed nine  acquisitions  between July 1, 1998 and June 30, 1999.
Total  depreciation and  amortization  increased by $0.9 million in the December
31, 1999 Three-Month  Period and $1.8 million in the December 31, 1999 Six-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
$25.3 million and $48.8 million for the Fiscal 1999 Three and Six-Month Periods.
The levels of operating expenses were impacted by the items discussed below, and
by the Company's implementation of the Integration Process that was started late
in Fiscal 1999 (the "Integration  Process").  However,  many of the cost savings
and efficiencies of the Integration  Process were only partially realized during
the Fiscal 2000 Six-Month  Period due to the timing of its  implementation.  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.
In addition to the items discussed  below,  during the Three-Month  Period ended
December  31,  1999 the  Company  recorded an  additional  reserve for  doubtful
accounts for approximately  $1.8 million as a result of the Company's  continued
deterioration of trade accounts receivable.

                                       17
<PAGE>

<TABLE>
<CAPTION>
                                          Six-Month Period                    Three-Month Period
                                         Ended December 31,                   Ended December 31,
                                         1999           1998                 1999              1998
<S>                                    <C>             <C>                    <C>              <C>
Personnel costs                        $22,785,173     21,021,693             $11,162,814      11,276,822
Occupancy expenses                       8,031,306      6,569,552               3,543,036       3,000,747
Vehicle and shipping                     6,298,500      2,911,826               3,543,036       1,439,451
Outside services                         1,844,104      2,015,810                 504,595         773,799
Travel                                   1,459,643      1,729,952                 769,819         926,438
Advertising and promotion                1,963,809      3,764,347               1,016,984       2,284,156
Amortization                             4,486,772      3,031,763               2,531,132       1,711,348
</TABLE>

     In addition to the impacts of the  Acquisition  Program and the Integration
Process,  personnel costs increased in the Fiscal 2000 Six-Month and Three-Month
Periods  compared  to the same  periods  in the  prior  year  due to  additional
part-time  and  temporary  workers  hired to assist  in the  final  phase of the
Enterprise  Resource  Planning  (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 Six-Month  and  Three-Month
Periods.

     Occupancy  expenses  increased in the Fiscal 2000 Six-Month and Three-Month
Periods  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 December 31, 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  Six-Month  and
Three-Month  Periods  compared to the prior year.  The  increase was caused by a
shortage of available transportation,  which resulted in higher shipping prices.
Outside services decreased in the Fiscal 2000 Six-Month and Three-Month Periods,
primarily  due to decreased  levels in consulting  expenses in  connection  with
acquisition and financing  arrangements.  Travel costs decreased in the Fiscal
2000 Six-Month and Three-Month Periods 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 Six-Month and Three-Month  Periods
compared to the same period due to the  consolidation  of programs  that reduced
redundant projects.

     Amortization  increased in the Fiscal 2000 Six-Month and Three-Month Period
due to acquisitions  completed since July 1, 1998. At December 31, 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.
See "Introduction" above.

     Research and  development  expenses,  which are included within the various
components  of operating  expenses  described  above,  were $1.5 million for the
three  months  ended  December  31, 1999  compared to $1.2  million for the same
period of Fiscal 1999. R&D for the six month period ended December 31, 1999 were
$2.9 million  compared to $2.0 million for the same period of Fiscal 1999.  The
increases  are  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,

                                       18
<PAGE>

related to the technology of Hybrigene,  Inc. and Kimergen, Inc., which were not
incurred in the Fiscal 1999 Six-Month and Three-Month Periods.

     Interest  expense  decrease  from $3.3  million for the three month  period
ended  December 31, 1999  compared to $2.4 million for the same period of Fiscal
1999. Interest expense for the six month period ended December 31, 1999 was $4.2
million as compared to $5.6 million for the same period of Fiscal 1999. This was
primarily due to reduced  borrowings  under ABT's  revolving line of credit.  In
addition,  during the Fiscal 1999 Six-Month and Three-Month  Periods, 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 Six-Month and Three-Month Periods.

     ABT's net loss was $19.5 million for the three month period ended  December
31, 1999 as compared to $10.3  million for the same period of Fiscal  1999.  For
the six month period ended  December 31, 1999 the net loss was $23.1  million as
compared to $9.9 million for the same period of Fiscal 1999. The increase in net
loss is a result of the  items  discussed  above.  For the  Fiscal  2000 Six and
Three-Month  Periods,  average  common  shares  outstanding  used  in  computing
earnings per common share increased due to additional  shares issued,  primarily
for cash, acquisitions, options and warrants.

Liquidity and Capital Resources

     The  Company  has  incurred  significant  operating  and net  losses  since
inception,  and has been unable to generate  sufficient cash flow from operating
activities to meet projected  debt service and other  obligations as they become
due. The  Company's  business has  required  substantial  amounts of capital and
liquidity, principally for the acquisitions, integration costs, debt service and
working capital requirements.

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  $16.0  million in the Fiscal  2000  Six-Month  Period
compared to a negative  $4.9  million for the same  period of Fiscal  1999.  The
Company had  negative  cash flows from  operating  activities  of $12.7  million
during the Fiscal 2000 Six Month Period compared to net negative cash flows from
operating activities of negative $11.7 million during the Fiscal 1999 comparable
period.  The  increases  in  accounts  payable  and  inventories  are  primarily
attributable  to the delivery of seed harvested  during the fall season.  During
the Fiscal 2000 Six-Month Period, ABT had net negative cash flows from investing
activities  of $3.1  million  compared  to  $41.3  million  in the  prior  year,
primarily from  investments in property,  plant and equipment and  acquisitions.
During the Fiscal 2000 Six Month Period,  ABT had net cash flows from  financing
activities  of $11.6  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 Six Month  Period,  ABT had net cash flows from
financing  activities of $59.7 million,  primarily due to additional  short-term
debt of $19.1  million and  proceeds  from the issuance of common stock of $26.3
million.

The Company had negative  working  capital of $8,840,165 at December 31, 1999 as
compared to  $1,498,277  at June 30, 1999.  The decrease in working  capital was
primarily  caused by a  decrease  in  accounts  receivable  and an  increase  in
accounts payable and accrued liabilities.

     ABT has a $90 million  revolving credit facility with Bank America Business
Credit and other  lenders  expiring in June 2001,  under which  borrowings  were
$73.8  million  at  December  31,  1999,  including  items  in  the  process  of
collection.  Total  short-term  debt at December  31,  1999,  was $76.7  million
compared  to  $71.9  million  at  December  31,  1998.  At  February  11,  2000,
approximately  $68.9  million  was  outstanding  and a $4  million  over-advance
existed  under  the  revolving  line  of  credit  based  on the  borrowing  base
computation at that date. The Company is in default under the credit facility.

     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
November  this debt  agreement was modified to be due upon demand and it remains
outstanding on February 13, 2000.

                                       19
<PAGE>
     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 have replaced the above revolving credit facility.

     In early December GE advised the Company of the  likelihood  that an equity
infusion in an amount greater than $5 million would be necessary to complete the
syndication of a long-term debt  financing  package.  GE Capital did not specify
the  amount  of   additional   equity   necessary  but  estimated  it  to  total
approximately  $15 million  including the $5 million referred to in the original
commitment letter. GE Capital withdrew its commitment.

     In early January 2000 the Company  commenced  workout  discussions with its
existing bank syndicate in an attempt to obtain  additional  financing which the
Company  believed would allow  restructuring  of operations  sufficient to avoid
seeking  bankruptcy  protection.  After  several  days of  discussions  the bank
syndicate informed ABT that it refused to extend any additional financing to the
Company  outside the context of Chapter 11 bankruptcy  proceedings.  The Company
continued its efforts to complete  long-term  debt financing with GE Capital and
its existing bank syndicate which were  unsuccessful.  Subsequently  the Company
filed for a voluntary case with the United States Bankruptcy Court under Chapter
11.

     The United States  Bankruptcy  Court approved  interim orders on January 28
and February 15, 2000  authorizing  the Company to use  collateral  cash of $3.2
million and an additional $1.2 million, respectively, and granting a replacement
lien to its bank  syndicate.  The latest  interim  order expires on February 25,
2000.   ABT   is   currently   negotiating   with   the   bank   syndicate   for
debtor-in-possession  financing. There can be no assurance that the Company will
emerge from the  Bankruptcy  Case,  that the Company  will be able to obtain any
necessary additional financing upon such emergence from bankruptcy,  or that the
Company will generate  positive  operating  cash flow upon such  emergence  from
bankruptcy. These factors raise substantial doubt about the Company's ability to
continue  as a going  concern.  If the  Company is unable to continue as a going
concern and is forced to liquidate assets to meet its  obligations,  the Company
may not be able to recover the  recorded  amount of such assets.  The  Company's
consolidated  financial  statements  do not include any  adjustments  that might
result from the outcome of these uncertainties.

     If the Company is able to emerge from bankruptcy, under SOP 90-7 "Financial
Reporting  by  Entities  under  Reorganization  Under the  Bankruptcy  Code" the
Company will adjust the carrying value of its assets and liabilities  based upon
the final determination of its reorganization  value (a fair value concept) by a
third party. The adjustment, if there is one to be made, cannot be determined at
this time.

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.

                                       20
<PAGE>

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

     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.

     On January 25,  2000,  the Company  filed a petition  seeking  relief under
Chapter 11 of the Bankruptcy Code. The proceedings  against ABT have been stayed
pursuant  to  the  automatic  stay  provisions  of  the  Bankruptcy   Code.  The
proceedings against the directors and officers are not stayed.

     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.

ITEM 3.  Defaults Upon Material Indebtedness

     The Company is in default on the BABC Revolving Line of Credit with various
terms and covenants (including debt service charge, fixed charged coverage ratio
and the minimum  gross cash flow).  As of December 31, 1999,  $73.8  million was
outstanding  including  an  over-advance  of  less  than  $0.1  million  with no
arrearage.

     As a result of the  non-compliance  with the BABC  Revolving Line of Credit
terms and  covenants,  the Company became cross default with the Bank of America
Mortgage  Loan.  At December 31,  1999,  $1.5  million was  outstanding  with no
arrearage.

ITEM 5.  Other Information

     On February 15, 2000,  the  Bankruptcy  Court  approved the  appointment of
William A. Brandt, Jr. as the Company's responsible natural person under Federal
Rule of Bankruptcy  Procedure  9001(5).  As the Responsible  Natural Person, Mr.
Brandt will be in complete  control of the day to day  operations.  Although Mr.
Brandt  will not be an officer of the  Company,  he shall have all of the powers
vested in the members of the board of  directors  and officers of ABT. To assist
Mr. Brandt in fulfilling his duties as the Responsible Natural Person, the Court
approved the Company's  retention of Development  Specialists,  Inc.  ("DSI") as
reorganization consultants.

     Mr.  Brandt,  together  with  DSI  and  ABT's  other  professionals,   have
determined that it is in the best interests of the Company's estates to sell the
assets in one or more  going-concern  sales as efficiently and  expeditiously as
possible, provided that sufficient financing for an orderly sale process exists.
In that regard,  the Company is in the process of  preparing a bid  solicitation
package which will be disseminated to all parties


                                       21
<PAGE>

expressing  interest in purchasing any of the Company's.  As of the date of this
report,  all of the members of the  Company's  Board of Directors and all of its
officers have resigned.

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  December 31, 1999 and through  February 21, 2000,
     the following Form 8-K filings were made by ABT:

          Dated  January 25, 2000 and filed  February 9, 2000 - To report  under
          Item 3, 5 and 7,  relating  to the  Company  filing  Bankruptcy  under
          Chapter 11 and press releases.

          Dated  December 7, 1999 and filed  December 7, 1999 - To report  under
          Item 5 and 7,  press  release  relating  to  response  from GE Capital
          relating to additional equity infusion.

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


                                       22
<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:  February 22, 2000                      By:  /s/ William A. Brandt, Jr.
                                                   ----------------
                                                   William A. Brandt, Jr.
                                                   Responsible Natural Person

                                       23