<PAGE>   1

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                    FORM 10-Q

            (Mark One)

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

                  For the quarterly period ended March 31, 2001

                                       OR

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

                          Commission File No. 33-66606


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


           DELAWARE                                           76-0407288
(State or other jurisdiction of                            (I.R.S.Employer
incorporation or organization)                          Identification Number)


                               1401 S. HANLEY ROAD
                            ST. LOUIS, MISSOURI 63144
               (Address of principal executive offices) (Zip Code)

                                 (314) 768-4100
              (Registrant's telephone number, including area code)


     Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such report(s)), and (2) has been subject to
such filing requirements for the past 90 days.

                             Yes...X.... No........



                               Page 1 of 21 pages


<PAGE>   2


                               PURINA MILLS, INC.

                                Table of Contents
                       Form 10-Q for the Quarterly Period
                              Ended March 31, 2001
<TABLE>
<CAPTION>
                                                                                                  Page
                                                                                                  ----
<S>               <C>                                                                         <C>
PART I            FINANCIAL INFORMATION
------            ---------------------

Item 1.           Financial Statements (Unaudited)

                    Consolidated Balance Sheets at March 31, 2001
                    and December 31, 2000.                                                          3

                    Consolidated Statements of Operations for
                    the three months ended March 31, 2001 and
                    March 31, 2000.                                                                 4

                    Consolidated Statements of Cash Flows for
                    the three months ended March 31, 2001 and March 31, 2000.                       5

                    Notes to Consolidated Financial Statements                                      6

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

Item 2a.          Quantitative and Qualitative Disclosure about
                  Market Risk                                                                      17

PART II           OTHER INFORMATION
-------           -----------------

Item 6.           Exhibits and Reports on Form 8-K                                                 18


SIGNATURE                                                                                          20
</TABLE>




<PAGE>   3





PURINA MILLS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS (UNAUDITED)
MARCH 31, 2001 AND DECEMBER 31, 2000
(DOLLARS IN THOUSANDS EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
                                                                                                DECEMBER 31, 2000
                                                                                             (DERIVED FROM AUDITED
                                                                            MARCH 31, 2001    FINANCIAL STATEMENTS)
                                                                            --------------    ---------------------
<S>                                                                            <C>                   <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents                                                      $   9,218             $  37,664
Accounts receivable, net                                                          22,890                33,009
Inventories                                                                       49,337                50,874
Prepaid expenses, deferred and other current assets                                8,633                 7,555
Deferred income taxes                                                             13,787                13,787
                                                                               -------------------------------
TOTAL CURRENT ASSETS                                                             103,865               142,889

Property, plant and equipment, net                                               204,937               209,498
Intangible assets, net                                                            38,569                40,097
Reorganization value in excess of amounts allocable to identifiable
     assets, net                                                                  94,506                97,061
Notes receivable                                                                   2,670                 3,485
Other assets                                                                      31,073                29,227
                                                                               -------------------------------
TOTAL ASSETS                                                                   $ 475,620             $ 522,257
                                                                               -------------------------------
LIABILITIES & STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable                                                               $  32,578             $  51,509
Customer advance payments                                                          4,493                 7,600
Accrued expenses and interest payable                                             24,111                26,216
Current portion of long-term debt                                                  1,439                 1,439
                                                                               -------------------------------
TOTAL CURRENT LIABILITIES                                                         62,621                86,764
Deferred income taxes                                                             66,567                69,656
Retirement obligations                                                            25,944                25,829
Other liabilities                                                                  4,565                   995
Long-term debt                                                                   135,122               156,125
STOCKHOLDERS' EQUITY:
Preferred stock, $0.01 par value: 5,000,000 shares authorized, none
     issued or outstanding                                                          --                    --
Common stock, $0.01 par value: 20,000,000 shares authorized,
     10,000,000 issued at March 31, 2001 and December 31, 2000
                                                                                     100                   100
Additional paid-in capital                                                       184,900               184,900
Retained deficit                                                                  (1,200)               (1,281)
Accumulated other comprehensive loss                                              (2,999)                 (831)
                                                                               -------------------------------
TOTAL STOCKHOLDERS' EQUITY                                                       180,801               182,888
                                                                               -------------------------------
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY                                       $ 475,620             $ 522,257
                                                                               ===============================
</TABLE>

(SEE ACCOMPANYING NOTES)

<PAGE>   4



PURINA MILLS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
(DOLLARS IN THOUSANDS EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>

                                                        POST-EMERGENCE          PRE-EMERGENCE
                                                        --------------          --------------
                                                         THREE MONTHS           THREE MONTHS
                                                            ENDED                   ENDED
                                                        MARCH 31, 2001          MARCH 31, 2000
                                                        --------------          --------------
<S>                                                      <C>                      <C>
NET SALES                                                $    227,910             $    219,197

COSTS AND EXPENSES:
Cost of products sold                                         182,537                  172,759
Marketing, distribution and advertising                        22,747                   22,506
General and administrative                                     13,404                   14,187
Amortization of intangibles                                     4,417                    6,792
Research and development                                        1,515                    1,335
Restructuring expenses                                           --                      8,536
Other (income) expense, net                                    (1,111)                    (318)
                                                         -------------------------------------
                                                              223,509                  225,797

OPERATING INCOME (LOSS)                                         4,401                   (6,600)
Interest expense, net                                           2,796                    6,235
                                                         -------------------------------------
Income (loss) before income taxes                               1,605                  (12,835)
Income tax expense                                              1,524                     --
                                                         -------------------------------------
NET INCOME (LOSS)                                        $         81             $    (12,835)
                                                         -------------------------------------

BASIC AND DILUTED NET INCOME PER COMMON SHARE            $       0.01
Weighted average common shares outstanding                 10,000,000
</TABLE>


(SEE ACCOMPANYING NOTES)

<PAGE>   5





PURINA MILLS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                          POST-EMERGENCE      PRE-EMERGENCE
                                                                          --------------      --------------
                                                                          THREE MONTHS        THREE MONTHS
                                                                              ENDED                ENDED
                                                                          MARCH 31, 2001      MARCH 31, 2000
                                                                          --------------      --------------
<S>                                                                          <C>                  <C>
OPERATING ACTIVITIES:
Net income (loss)                                                            $     81             $(12,835)
Adjustment to reconcile net income (loss) to net cash provided by
(used in) operating activities:
     Depreciation and amortization                                             10,850               14,313
     (Gain) loss on asset disposition                                             153                  (58)
     Provision for deferred taxes                                              (3,089)                --
     Change in working capital                                                (13,894)               4,339
                                                                             -----------------------------
Net cash provided by (used in) operations                                    $ (5,899)            $  5,759

INVESTING ACTIVITIES:
Sale of property, plant and equipment                                              82                  438
Purchase of property, plant and equipment                                      (2,441)              (3,987)
Other                                                                             815                1,491
                                                                             -----------------------------
Net cash used in investing activities                                        $ (1,544)            $ (2,058)

FINANCING ACTIVITIES:
Repayment of term loans                                                       (21,000)                --
Other                                                                              (3)                --
                                                                             -----------------------------
Net cash used in financing activities                                        $(21,003)            $   --

Increase (decrease) cash and cash equivalents                                 (28,446)               3,701
Cash and cash equivalents at beginning of period                               37,664               48,094
                                                                             -----------------------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD                                   $  9,218             $ 51,795
                                                                             -----------------------------

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for:
     Interest                                                                $  3,985             $  5,872
     Income taxes                                                                 299                   29
</TABLE>



(SEE ACCOMPANYING NOTES)


<PAGE>   6

                       PURINA MILLS, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.  BASIS OF PRESENTATION

         On October 28, 1999 (the "Petition Date"), PM Holdings Corporation
("Holdings"), Purina Mills, Inc. ("Purina Mills") and certain of its
subsidiaries (the "Debtor") filed voluntary petitions for reorganization under
Chapter 11 of the United States Bankruptcy Code, as amended, with the United
States Bankruptcy Court for the District of Delaware (the "Bankruptcy Court").
Purina Mills filed a Form 8-K on January 18, 2000 with the Securities and
Exchange Commission, which included a Plan of Reorganization (the "Plan") and a
disclosure statement. The Plan, as amended, was approved by the creditors,
confirmed by the Bankruptcy Court on April 5, 2000 and became effective on June
29, 2000 (the "Effective Date").

         The Plan provided, among other things, for the merger of Purina Mills
with and into Holdings prior to the effective date of the Plan. By operation of
the merger, Holdings succeeded to the business previously conducted by Purina
Mills and changed its name to Purina Mills, Inc. On May 19, 2000, Purina Mills
merged with and into Holdings with Holdings being the surviving corporation,
renamed as Purina Mills, Inc. (the "Company"). Subsequently, the Plan became
effective and the Company emerged from Chapter 11 as of the beginning of
business on June 30, 2000.

         As of the Effective Date, in accordance with AICPA Statement of
Position 90-7, Financial Reporting by Entities in Reorganization Under the
Bankruptcy Code ("SOP 90-7"), the Company was required to adopt "fresh-start"
reporting and reflect the effects of such adoption in the financial statements
for the period through the Effective Date. In adopting fresh-start reporting,
the Company, with the assistance of its financial advisors, was required to
determine its reorganization value, which represents the fair value of the
entity before considering liabilities and approximates the amount a willing
buyer would pay for the net assets of the Company immediately after its
emergence from Chapter 11 status. The reorganization value of the Company was
determined by consideration of several factors, including the Company's
historical financial performance, its business plan and financial projections,
its fiscal 2000 budget, publicly available data of companies whose operations
are generally comparable to the operations of the Company and economic and
industry data trends. As a result of adopting "fresh-start" reporting, operating
results subsequent to the Effective Date are comparable to the operating results
prior to the Effective Date except for amortization of intangibles, interest
expense, restructuring expenses and income tax expense.

         As of the Effective Date, the Company was authorized to issue
20,000,000 shares of its $0.01 par value common stock. On or about August 15,
2000, October 30, 2000 and January 30, 2001, the Company made distributions of
cash and partial distributions of new common stock of the Company to holders of
claims that had been allowed to that date. The Company issued 9,910,000 shares
to holders of allowed unsecured claims and 90,000 shares to certain employees
under the Company's Key Employee Retention Program, of which 8,498,396 shares
have been distributed and the remaining 1,501,604 shares being held in escrow by
the transfer agent. Further distributions will be made quarterly until all
allowed claims have been satisfied.
<PAGE>   7


         The consolidated balance sheet at March 31, 2001 and the consolidated
statements of operations and cash flows for the period ended March 31, 2001 are
unaudited and reflect all adjustments, consisting of normal recurring items, and
the adoption of "fresh-start" reporting, which management considers necessary
for a fair presentation. Operating results for the fiscal 2001 interim period
are not necessarily indicative of results to be expected for the fiscal year
ending December 31, 2001. The consolidated balance sheet at December 31, 2000
was derived from the Company's December 31, 2000 audited financial statements,
but does not include all disclosures required by accounting principles generally
accepted in the United States of America.

         Although the Company believes the disclosures are adequate, certain
information and disclosures normally included in the notes to the financial
statements have been condensed or omitted as permitted by the rules and
regulations of the Securities and Exchange Commission. The accompanying
unaudited financial statements should be read in conjunction with the financial
statements for the year ended December 31, 2000 contained in the Financial
Statements on Form 10-K.

2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation: The consolidated financial statements include the
accounts of the Company and its majority owned subsidiaries. All significant
intercompany accounts and transactions have been eliminated. Investments in
affiliated companies, 20% through 50% owned, are accounted for using the equity
method.

Intangible Assets (including Goodwill): Intangible assets represent the
Company's estimate of the value of such assets as of the Effective Date, in
accordance with the principles of SOP 90-7, less amortization since the
Effective Date. The intangible assets are amortized over their estimated period
of related benefit of one to ten years.

         Management periodically has and will continue to review the value of
its intangible assets to determine if impairment has occurred or whether changes
have occurred that would require a revision to the remaining useful life. In
making such determination, management evaluates the performance, on an
undiscounted basis, of the underlying operations or assets, which give rise to
such amount.

Reorganization Value in Excess of Amounts Allocable to Identifiable
Assets: As a result of adopting "fresh-start" reporting, the Company recorded
reorganization value in excess of amounts allocable to identifiable assets of
approximately $102.2 million as of the Effective Date. This intangible asset is
being amortized on a straight-line basis over a ten-year period.




<PAGE>   8

Net Income (Loss) Per Share: Basic net income (loss) per common share is
computed using the weighted-average number of common shares outstanding during
the period. Diluted net income (loss) per common share is computed using the
weighted-average number of common and diluted common equivalent shares
outstanding during the period, so long as the inclusion of the common equivalent
shares would not be antidilutive. Dilutive common equivalent shares consist of
stock options. The Company has omitted net income or loss per share information
for all periods prior to the Effective Date as the Company's capital structure
as an independent, publicly owned company did not exist prior to such date.

Revenue Recognition: Net sales and allowances for customer discounts are
generally recognized when products are shipped.

Adoption of Accounting Standards: The Financial Accounting Standards Board
issued SFAS No. 133, Accounting for Derivative Instruments and Hedging
Activities and SFAS No. 138, Accounting for Certain Instruments and Certain
Hedging Activity to amend SFAS No. 133. The Company adopted these statements
effective January 2001. Collectively, these statements establish accounting and
reporting standards requiring that certain derivative instruments be recognized
as assets and liabilities in the balance sheet and unless designated as and
effective as a hedge the change in fair value be recognized currently in
earnings. The Company utilizes interest rate swaps, to hedge its exposure to
interest rate fluctuations, which are designated as cash flow hedges. The
effective portion of the change in fair value is charged to accumulated other
comprehensive income (loss) in the consolidated balance sheet until any deferred
hedging gains or losses are recorded in earnings.

         The Company also enters into futures contracts as considered necessary
to reduce risk associated with market price fluctuations of its commodity and
swine purchases and sales. Gains and losses on these futures contracts were
recognized in the same period as such inventory was sold prior to December 31,
2000. The Company does not meet the documentation and designation requirements
of SFAS 133 and SFAS 138 and accordingly, these derivative instruments will not
qualify under hedge accounting. The change in fair value on futures contracts
subsequent to December 31, 2000 are offset against the change in fair value of
purchase and sales commitments with the resulting net gain or loss recognized in
earnings.

Reclassifications: Certain reclassifications have been made to the prior period
consolidated financial statements to conform to the consolidated financial
statement presentation at March 31, 2001 and the three month period then ended.
<PAGE>   9



3.  INVENTORIES

         Inventories consist of the following (in thousands):
<TABLE>
<CAPTION>

                                                                  MARCH 31, 2001      DECEMBER 31, 2000
                                                                  --------------      -----------------
<S>                                                                <C>                        <C>
         Raw materials                                             $    33,055           $   32,852
         Finished goods                                                 11,187               10,392
         Animals                                                         5,095                7,630
                                                               ------------------------------------
                  Total                                            $    49,337           $   50,874
                                                               ------------------------------------
</TABLE>


4.  LONG-TERM DEBT

         Long-term debt consists of the following (in thousands):
<TABLE>
<CAPTION>

                                                                  MARCH 31, 2001     DECEMBER 31, 2000
                                                                  --------------      -----------------
<S>                                                                 <C>                  <C>
          Term loan                                                 $   135,000          $  156,000
          Promissory notes                                                1,439               1,439
          Other                                                             122                 125
                                                               ------------------------------------
                                                                        136,561             157,564
          Less current portion                                           (1,439)             (1,439)
                                                               ------------------------------------
                         Total                                       $  135,122          $  156,125
                                                               ------------------------------------
</TABLE>


Credit Facility: In connection with the consummation of the Plan, Purina Mills
entered into a new credit agreement ("the Credit Agreement") which provides for
secured borrowings from a syndicate of lenders consisting of (i) a term loan
facility providing for an aggregate of $175.0 million Tranche A Term Loan with a
maturity date of December 31, 2003 ("the Term Loan") and (ii) a $50.0 million
Revolving Credit Facility with a maturity date of December 31, 2002, with a
$30.0 million sub-limit for letters of credit, which is available to finance the
Company's ongoing working capital requirements. At March 31, 2001, $7.9 million
of the Revolving Credit Facility has been used for the issuance of letters of
credit for ordinary course business purposes of the Company and it subsidiaries.
There were no outstanding borrowings under the Revolving Credit Facility as of
March 31, 2001. Loans under the Credit Agreement bear interest at floating
rates, which are, at the Company's option, based either upon bank prime or
Eurodollar rates. Rates on outstanding borrowings averaged 9.17% at March 31,
2001.

         On September 22, 2000, the Company entered into a swap contract on
$100.0 million of the Term Loan, pursuant to requirements in the Credit
Agreement. The swap contract provides that the Company will pay interest on the
notional amount based on a fixed rate of 6.74% and will receive the three month
Eurodollar rate.


<PAGE>   10

         During the three month period ended March 31, 2001, the Company
voluntarily repaid $21.0 million of its Term Loan. As a result of such
repayment, the outstanding balance is $135.0 million on the Term Loan with $5.0
million due on September 30, 2003 and the remainder due on December 31, 2003.
The Company is also required to make mandatory repayments of the Term Loan in
amounts equal to 50% of Excess Cash Flow, as defined in the Credit Agreement.
The next such payment is scheduled to be paid March 2002, however, the Company
does not anticipate any additional payment to be due as a result of its
voluntary prepayment of $21.0 million in the first quarter of 2001.
Additionally, the Company is generally required to make mandatory repayments of
amounts received on the sale of assets unless reinvested within specific time
periods. Any repayments under the Term Loan are not available for future
re-borrowings.

5.  COMMON STOCK

         Pursuant to the Plan, the Company issued 9,910,000 shares of common
stock to holders of allowed unsecured claims and 90,000 shares to certain
employees under the Company's Key Employee Retention Program. As of March 31,
2001 the Company had distributed 8,498,396 shares with the remaining 1,501,604
shares held in escrow by Wells Fargo Minnesota Bank, N.A., the transfer agent.
The remaining shares will be distributed to holders of unsecured claims as all
such claims are finalized in accordance with the Plan. All shares of the
Company's common stock outstanding prior to the Effective Date were cancelled.

6.  STOCK OPTION PLANS

         In March 2001, the Board of Directors adopted, subject to shareholder
approval, an amendment to the Purina Mills, Inc. Equity Incentive Plan (the
"Option Plan"). Under the terms of the amended Option Plan, the exercise price
per share for each grant to an optionee is reduced to $12.50 per share on 50% of
the option shares, $15.62 per share on 25% of the option shares and $18.75 per
share on the remaining 25% of the option shares. The Board approved this
decrease in the exercise price in an effort to ensure that the 1.0 million
outstanding options and future options continue to provide meaningful
compensatory incentives to the Company's employees. The amendment will be
effective upon shareholder approval.

         In March 2001, the Board also adopted, subject to shareholder approval,
the 2001 Non-Employee Director and Key Employee Equity Incentive Plan (the "2001
Plan"). The 2001 Plan provides that non-qualified stock options to purchase 0.5
million shares of the Company's common stock may be granted. The exercise price
per share for each grant to an optionee is the greater of $12.50 per share, or
100% of the fair market value of the stock on the date of grant. Each
non-employee director will receive options to purchase 25,000 shares upon
shareholder approval of the 2001 plan. The options granted vest ratably over a
three-year period and all options must be granted before December 31, 2006.

7.   OTHER COMPREHENSIVE INCOME

         In accordance with the provisions of SFAS No. 133, the Company recorded
a deferred hedging loss on designated cash flow hedges of $2.2 million, net of
$1.4 million tax, to accumulated other comprehensive income (loss).

<PAGE>   11

8.       ADDITIONAL MATTERS

         On January 17, 2001, Purina voluntarily initiated a limited product
recall at the Company's Gonzales, Texas plant. The recall involved one animal
feed product that was manufactured at the Company's plant and shipped to one
customer. Purina's quality assurance program detected the product formulation
variance in the handling of the animal feed ingredient, ruminant meat and bone
meal, which is not permitted in feed intended for ruminant animals. The 1,222
cattle which were fed the product have been purchased by Purina and will be used
for non-human food purposes in order to attempt to ensure that the meat will not
enter the human food supply. The Company estimates that its total costs
including the costs to remove and dispose of all ruminant meat and bone meal at
all its plants, before insurance recoveries, will approximate $1.5 to $3.5
million.



<PAGE>   12


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

RESULTS OF OPERATIONS

         You should read the following Management's Discussion and Analysis of
Financial Condition and Results of Operations together with the consolidated
financial statements and related notes included elsewhere in this report.
Certain statements in "Management's Discussion and Analysis of Financial
Condition and Results of Operations" constitute "forward-looking statements"
within the meaning of Section 27A of the Securities Act of 1933 and Section 21E
of the Securities Exchange Act of 1934. These forward-looking statements are not
statements of historical or current facts, but rather are statements of our
current expectations, estimates and projections about our industry, business and
our future operating and financial performance. We use words such as
"anticipate," "believe," "plan," "estimate," "expect," "future," "intend," "are
expected to," "will continue" and variations of these words and similar
expressions to identify forward-looking statements. These statements are not
guarantees of future performance and are subject to risks, uncertainties and
other factors, some of which are beyond our control and difficult to predict and
could cause actual results to differ materially from those we anticipate in our
forward-looking statements. These risks and uncertainties include: (i) the
outcome of negotiations over the acquisition proposal referenced in our May 8,
2001 press release or any subsequent acquisition proposal; (ii) reactions to our
May 8th, 2001 press release by the equity market and our creditors, suppliers,
customers and competitors; (iii) changing conditions or market trends in the
animal feeds and agricultural products industries; (iv) general economic or
business conditions, including its effect on our customers; (v) fluctuation in
commodity prices and our ability to recover our raw material costs in the
pricing of our products; (vi) consolidation in the feed production and livestock
production industries; (vii) our ability to implement our business strategy;
(viii) the level of demand for our products and the actions of our competitors;
and (ix) our ability to obtain financing for specific or general corporate
purposes. Readers are cautioned not to place undue reliance on these
forward-looking statements, which reflect our management's view only as of the
date of this report. Except as required by law, we undertake no obligation to
update any forward-looking statement, whether as a result of new information,
future events or otherwise.


Overview

         We develop, manufacture and market a comprehensive line of animal
nutrition products for dairy cattle, beef cattle, hogs, horses and poultry, as
well as specialty feeds for rabbits, zoo animals, birds, fish and pets. For the
year ended December 31, 2000, the product mix by volume was approximately 27%
for dairy, 33% for beef cattle, 12% for hogs, 13% for horses, 4% for poultry and
11% for all others.

         The feed industry generally prices products on the basis of aggregate
ingredient cost plus a dollar amount margin, rather than a gross profit
percentage. As ingredient prices fluctuate, the changes are generally passed on
to customers through weekly or monthly changes in our price lists. Feed tonnage
and total income over ingredient cost (IOIC), which is net sales minus cost of
ingredients, and gross profit (IOIC less manufacturing costs), rather than sales
dollars, are the key indicators of performance because of the distortions in
sales dollars caused by changes in commodity prices and product mix between
complete feed and concentrate products, to which customers add their own base
ingredients, such as corn and other grains. Historically, when the price of
grains has been relatively high, more of our customers have tended to purchase
complete rations and our sales volume has been higher; alternatively, when the
price of grains has been relatively low, more of our customers have tended to
use their own grains and mix them with our higher-margin concentrates, resulting
in lower sales volume but relatively higher overall unit margins.

<PAGE>   13

         The following discussion compares the results of operations for the
three month period ended March 31, 2001 to the comparable three month period
ended March 31, 2000. As a result of adoption of "fresh-start" reporting, the
financial statements for periods subsequent to June 29, 2000 are prepared on a
different basis of accounting and are not comparable to the financial statements
for periods prior to June 29,2000, primarily with respect to the amortization of
intangibles, interest expense, restructuring expense and income tax expense. To
facilitate an understanding of the Company's operating performance, the
following discussion is presented on a traditional comparative basis for all
periods, with specific explanation provided for changes in results of operations
due to the effects of "fresh-start" reporting.

Three Months Ended  March 31, 2001 Compared to Three Months Ended March 31, 2000

         Higher commodity prices caused net sales to increase 4.0% in 2001 from
the 2000 period. Gross profit was $45.4 million for the three months ended March
31, 2001 compared to $46.4 million for the three months ended March 31, 2000, a
decrease of 1.2% in our gross profit percentage to 19.9% for the 2001 period.
Average feed IOIC per ton was $70.55, a decrease of 3.0% below the average for
2000 due to a slow down in sales of higher margin products. Overall volume
decreased 0.8% and totaled 1.0 million tons for the first quarter of 2001.

          Beef cattle volume increased 4.2% over the 2000 period as sales volume
in the grass cattle business was favorably affected by weather as well as strong
cattle economics. Dairy cattle tons decreased 8.8% from the prior year due to
continued lower feeding rates caused by low milk prices. Hog volume decreased
4.8% from the prior year as a result of continuing market consolidation, and a
decline in industry productivity. Horse volume increased 5.0% over the 2000
period, resulting from continued market share growth in two horse product lines.
Laying chicken and meatbird volume increased 14.2% from 2000 while specialty and
other volume decreased 4.6% from the 2000 period.

          Cost of products sold increased $9.8 million, or 5.7% from the
comparable 2000 period, due primarily to increased ingredient costs.
Manufacturing expenses were $1.6 million higher as compared to the three month
period ended March 31, 2000 primarily due to increased energy costs.

          Marketing, distribution and advertising costs remained fairly
constant in 2001. General and administrative expenses decreased $0.8 million
from the 2000 period due to decreased administrative costs of $1.8 million due
primarily to the consolidation of accounting and credit functions during 2000
and an overall reduction in staffing as a result of the reorganization. This
decrease was offset by a $1.0 million loss, representing the deductible of our
insurance policies, recorded in connection with the product recall at our
Gonzales, Texas plant in January, 2001. Overall marketing, distribution,
advertising and general and administrative expenses were 15.9% of sales revenue
in the three month period ended March 31, 2001, as compared to 20.6% in the
three month period ended March 31, 2000.

          Intangible amortization expense decreased during the first three
months of 2001, as a result of "fresh-start" reporting. All intangible assets
were revalued on June 30, 2000 and are being amortized over their estimated
useful lives. Our reorganization value in excess of amounts allocable to
identifiable assets upon the emergence from bankruptcy is being amortized over
10 years, whereas goodwill was amortized over five years during the first three
months of 2000.

         Research and development costs increased $0.2 million compared with the
three month period ended March 31, 2000. Other (income) expense, net, relates to
service fees for swine and dairy management, the (income) loss on our equity
investments and losses on marketing arrangements. Other (income) expense for the
three month period ended March 31, 2001 includes a gain of $0.9 million from the
sale of several company-owned hog operations.

<PAGE>   14

         There were no restructuring expenses during the first quarter of 2001.
During the three month period ended March 31, 2000 restructuring expenses were
$8.5 million including $3.1 million in advisory and financing fees incurred in
connection with the bankruptcy cases, $3.7 million for severance and
compensation expense in connection with our Key Employee Retention Plan and $1.5
million incurred in the transition of the purchasing function from Koch Nutrient
Services, Inc.

         Interest expense for the first three months of 2001 decreased $3.4
million from the comparable 2000 period primarily as a result of our debt being
substantially reduced upon emergence from bankruptcy.

         For the first three months of 2000, we determined that we were not
likely to receive a tax benefit or incur any tax cost under our tax sharing
agreement with Koch Industries and thus recorded no tax benefit or expense. The
Company's effective income tax rate differed from the statutory rate during the
first three months of 2001 due to amortization of the reorganization value in
excess of amounts allocable to identifiable assets not being allowed as a tax
deduction.

SEASONALITY

         Our results of operations are seasonal, with a higher percentage of our
volume and earnings being generated during the first and fourth quarters of the
year. This seasonality is driven largely by weather conditions affecting our
beef cattle products. If the weather is particularly warm during the winter,
sales of feed for beef cattle may decrease as compared with normal seasonal
patterns because the cattle may be better able to graze under warmer conditions.
Other product lines are affected marginally by seasonal conditions, but these
conditions do not materially affect our overall quarter-by-quarter results of
operations. The seasonality of our businesses may have a material adverse affect
on our results of operations.

INFLATION

         Management recognizes that inflationary pressures may have an adverse
effect on the Company through higher asset replacement costs and related
depreciation and higher ingredient costs. The Company tries to minimize these
effects through cost reductions and productivity improvements as well as price
increases to maintain reasonable profit margins. It is management's view that
inflation has not had a significant impact on the consolidated operations in the
three months ended March 31, 2001.

LIQUIDITY AND CAPITAL RESOURCES

         For the three months ended March 31, 2001, net cash used in operating
activities was $5.9 million compared to net cash provided by operating
activities of $5.8 million during the same period in 2000. The increase in net
cash used from the prior period results primarily from a net increase in working
capital of $18.2 million, a decrease in deferred tax liability of $3.1 million
and lower depreciation expense of $3.5 million, offset by an increase in
profitability of $12.9 million.

         Net cash used in investing activities was $1.5 million for the first
three months of 2001, compared to $2.1 million for the three month period ended
March 31, 2000. The decrease in net cash used in investing activities in 2001 is
primarily due to a decrease in capital expenditures of $1.5 million and a $0.7
million decrease in notes receivable.

         Net cash used in financing activities for the three months ending March
31, 2001 includes repayment on our term loan of $21.0 million. There was no net
cash provided by or used in financing activities during the three month period
ending March 31, 2000.

<PAGE>   15

         At March 31, 2001, we had $9.2 million in cash and cash equivalents on
hand with $42.1 million available for borrowing under our new revolving credit
facility. We operate with a relatively low working capital level because a
majority of our sales are made on terms whereby customers receive a 3% discount
if payment is received immediately upon shipment of feed products, and raw
ingredients are normally purchased just prior to manufacturing and shipment.

         Liquidity needs have been and will continue to be met through
internally generated funds and, to the extent necessary, borrowings under our
revolving credit facility. Our ability to obtain additional financing in the
future for working capital, capital expenditures, acquisitions and general
corporate purposes, should we need to do so, may be affected by cash
requirements for debt service. Our credit agreement contains restrictive
covenants that, among other things and under various conditions, limit our
ability to incur additional indebtedness, to acquire (including a limitation on
capital expenditures) or dispose of assets or operations and to pay dividends.
Additionally, we are required to provide our lenders monthly financial reports
as to the results of our operations. The credit agreement also requires us to
make mandatory repayments of the term loan in amounts equal to 50% of Excess
Cash Flow (as defined in the Credit Agreement). No payment was due in 2001 due
to the voluntary prepayment of $19.0 in 2000 and no payment is expected to be
due in 2002 as a result of the $21.0 million voluntary prepayment on the term
loan during the first quarter of 2001.

         We expect that capital expenditures during fiscal year 2001 will be
approximately $25.0 to $30.0 million which includes approximately $3.0 million
related to new or improved manufacturing systems at facilities where horse
products are manufactured to maintain these systems as ionophore free. Our
actual capital expenditures for the three months ended March 31, 2001 were $2.4
million. We may from time to time be required to make additional capital
expenditures in connection with the execution of our business strategies.

         We believe that cash flow from operations and availability under our
revolving credit facility will provide adequate funds for our foreseeable
working capital needs, planned capital expenditures and debt service
obligations. Our ability to fund our operations and make planned capital
expenditures, to make scheduled debt payments, to refinance indebtedness and to
remain in compliance with all of the financial covenants under debt agreements
depends on our future operating performance and cash flow, which, in turn, are
subject to prevailing economic conditions and the risks discussed elsewhere in
this Management's Discussion and Analysis of Financial condition and Results of
Operations, many of which are beyond our control.

RECENT DEVELOPMENTS

         On May 8, 2001 we announced that we have received an acquisition
proposal from a third party. The proposal is subject to numerous conditions,
including completion of due diligence, documentation and board of directors'
approval by both parties. We believe it is premature to assess the likelihood of
consummation of this transaction or any other similar transaction. Because it is
premature to discuss any such transaction, we believe it is also premature to
discuss or evaluate any material effect any such transaction would have on the
matters discussed in this Management's Discussion of Financial Condition and
Results of Operations.



<PAGE>   16


KEY MEASURES AND CONCEPTS FOR UNDERSTANDING THE BUSINESS

         Because one of the principal focuses of the Company is cash flow,
management uses earnings before interest expense, interest income, income taxes,
depreciation, amortization, gains or losses on fixed asset dispositions and
write-downs, restructuring costs, and other non-recurring gains, losses or
expenses ("EBITDAR") as a key measure for evaluating performance and
compensating management under its annual incentive plan. EBITDAR is also a
principal component of several covenants under the Credit Agreement. The
following table provides a reconciliation of operating income (loss) before
taxes and extraordinary items to EBITDAR.
<TABLE>
<CAPTION>
                     (Dollars in thousands)                     POST-EMERGENCE          PRE-EMERGENCE
                                                                --------------         --------------
                                                                 THREE MONTHS           THREE MONTHS
                                                                     ENDED                  ENDED
                                                                MARCH 31, 2001         MARCH 31, 2000
                                                                --------------         --------------
<S>                                                          <C>                     <C>
                     OPERATING INCOME (LOSS)                 $          4,401        $        (6,600)
                     ADDBACK:
                       Depreciation & amortization                     10,494                 14,442
                       (Gains) losses related to asset
                     disposition and vitamin
                     purchases claim settlement                           153                    (58)
                     NONRECURRING CHARGES:
                       Restructuring expenses                               -                  8,536
                       Other                                            1,000                      -
                                                            ----------------------------------------
                     EBITDAR                                 $         16,048        $        16,320
                                                            ========================================
</TABLE>

         The nonrecurring charges-other represents a provision for losses
related to the product recall at our Gonzales, Texas plant for the first quarter
of 2001.

         EBITDAR as presented may not be comparable to similarly titled measures
used by other companies, depending upon the treatment of non-cash and other
specific charges. When evaluating EBITDAR, investors should consider that
EBITDAR: (i) should not be considered in isolation but together with other
factors that may influence operating and investing activities, such as changes
in operating assets and liabilities and purchases of property and equipment;
(ii) is not a measure of performance calculated in accordance with accounting
principles generally accepted in the United States of America; (iii) should not
be construed as an alternative or substitute for income from operations, net
income or cash flows from operating activities in analyzing the Company's
operating performance, financial position or cash flows; and (iv) should not be
used as an indicator of the Company's operating performance or as a measure of
its liquidity.


OUTLOOK OF OPERATING RESULTS

         Based on current economic conditions in the agricultural markets,
especially those of most of our customers, we anticipate that earnings for the
year 2001 will remain relatively stable as compared to 2000. We believe that the
expected continued cash flow from operations plus the availability of $42.1
million under our revolving credit facility should position the Company to meet
its future cash needs, including estimated capital expenditures of $25.0 million
to $30.0 million for the year 2001.




<PAGE>   17



ITEM 2a.  QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

Under our credit agreement, the term loan bears interest at floating rates that
are, at our option, based either upon bank prime or Eurodollar rates. We
primarily pay interest based on the Eurodollar rate. As a result, we are subject
to interest rate risk. To mitigate the impact of fluctuations in interest rates,
we utilize interest rate swaps to fix the rate on a portion of our floating rate
debt. The following table provides information about our term loan that is
subject to interest rate risk. For the term loan, the table presents principal
cash flows and applicable interest rates by expected maturity dates.


<TABLE>
<CAPTION>

                 (Dollars in millions)                                                         FAIR MARKET VALUE AT
                                                2001     2002        2003        TOTAL             MARCH 31, 2001
                                                ----     ----        ----        -----             --------------
<S>                                         <C>       <C>        <C>          <C>                   <C>
                 Variable rate term debt
                 including current portion:
                    Tranche A (1)              $  -      $  -       $135.0       $135.0                $131.6
                    Interest rate (2)
</TABLE>

                 (1)  During the first quarter of 2001, the Company
                      repaid an additional $21.0 million of the term loan.
                      Accordingly, as of March 31, 2001, the total Tranche A
                      term debt outstanding was $135.0 million, with the first
                      remaining principal payment being due on September 30,
                      2003.

                 (2)  Eurodollar plus 2.75% (Average 9.17% on March 31, 2001).

         On September 22, 2000, the Company entered into a swap contract on
$100.0 million of amortizing debt under the Credit Agreement. The swap contract
provides that the Company will pay interest on the notional amount based on a
fixed rate of 6.74% and will receive the three month Eurodollar rate. Based on
interest rates at March 31, 2001, an increase in interest rate of 1.0% would
result in an increase in interest expense of $0.4 million after considering the
swap contract.

<PAGE>   18



                           PART II - OTHER INFORMATION

ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K

(a)  Exhibits:
<TABLE>
<CAPTION>

  EXHIBIT                                                                                     PAGE NUMBER OR
   NUMBER                         DESCRIPTION                                          INCORPORATION BY REFERENCE TO
------------- ----------------------------------------------------- ---------------------------------------------------------------

<S> <C>                                                              <C>
    2(a)      Second Amended Joint Plan of Reorganization of        Filed as Exhibit 2(a) to the General Form for Registration on
              Purina Mills, Inc., PM Holdings Corporation and its   Form 10 of Purina Mills, Inc., Registration No. 033-66606 and
              Subsidiaries, dated February 22, 2000                 incorporated herein by reference

    2(b)      Form of Agreement and Plan of Merger among Koch       Filed as Exhibit 2(b) to the General Form for Registration on
              Agriculture Company, PM Holdings Corporation and      Form 10 of Purina Mills, Inc., Registration No. 033-66606 and
              Purina Mills, Inc.                                    incorporated herein by reference

    3(a)      Amended and Restated Certificate of Incorporation     Filed as Exhibit 3(a) to the General Form for Registration on
              of Purina Mills, Inc.                                 Form 10 of Purina Mills, Inc., Registration No. 033-66606 and
                                                                    incorporated herein by reference

    3(b)      Amended and Restated By-Laws of Purina Mills, Inc.    Filed as Exhibit 3(b) to the General Form for Registration on
                                                                    Form 10 of Purina Mills, Inc., Registration No. 033-66606 and
                                                                    incorporated herein by reference

    4(a)      Form of Stock Certificate for Common Stock            Filed as Exhibit 4(a) to the General Form for Registration on
                                                                    Form 10/A, Amendment No. 1 of Purina Mills, Inc., Registration
                                                                    No. 033-66606 and incorporated herein by reference

    4(b)      Form of Registration Rights Agreement among Purina    Filed as Exhibit 4(b) to the General Form for Registration on
              Mills, Inc. and certain holders of Common Stock       Form 10 of Purina Mills, Inc., Registration No. 033-66606 and
                                                                    incorporated herein by reference

    4(c)      Form of Rights Agreement between Purina Mills, Inc.   Filed as Exhibit 4(c) to the General Form for Registration on
              and the Rights Agent thereunder.                      Form 10 of Purina Mills, Inc., Registration No. 033-66606 and
                                                                    incorporated herein by reference

    4(d)      Form of Convertible Promissory Note between Purina    Filed as Exhibit 4(d) to the Quarterly Report for the quarterly
              Mills, Inc. and Houlihan Lokey Howard & Zukin         period ended June 30, 2000 on Form 10-Q of Purina Mills, Inc.
              Capital                                               Registration No. 033-66606 and incorporated herein by reference

    4(e)      Form of Convertible Promissory Note between Purina    Filed as Exhibit 4(e) to the Quarterly Report for the quarterly
              Mills, Inc. and Chanin Capital Partners               period ended June 30, 2000 on Form 10-Q of Purina Mills, Inc.
                                                                    Registration No. 033-66606 and incorporated herein by reference

    4(f)      Credit Agreement dated, as of June 28,2000 among      Filed as Exhibit 4(f) to the Quarterly Report for the quarterly
              Purina Mills, Inc. and certain of its lenders         period ended June 30, 2000 on Form 10-Q of Purina Mills, Inc.
                                                                    Registration No. 033-66606 and incorporated herein by reference

    4(g)      Form of Term Note, dated as of June 28, 2000, made    Filed as Exhibit 4(g) to the Quarterly Report for the quarterly,
              by Purina Mills                                       Inc. period ended June 30, 2000 on Form 10-Q of Purina Mills,
                                                                    Inc. Registration No. 033-66606 and incorporated herein by
                                                                    reference
</TABLE>


<PAGE>   19




<TABLE>
<CAPTION>

  EXHIBIT                                                                                     PAGE NUMBER OR
   NUMBER                         DESCRIPTION                                          INCORPORATION BY REFERENCE TO
------------- ----------------------------------------------------- ---------------------------------------------------------------
<S>           <C>                                                  <C>
    4(h)      Form of Lockup Agreement in respect of Common Stock   Filed as Exhibit 4(h) to the General Form for Registration on
              issued under key employee retention program           Form 10 of Purina Mills, Inc., Registration No. 033-66606 and
                                                                    incorporated herein by reference

   10(a)      Form of Tax Sharing Agreement by and among Koch       Filed as Exhibit 10(a) to the General Form for Registration on
              Industries, Inc. and PM Holdings Corporation et al.   Form 10 of Purina Mills, Inc., Registration No. 033-66606 and
                                                                    incorporated herein by reference

   10(b)      Form of Koch Indemnity Agreement by and among         Filed as Exhibit 10(b) to the General Form for Registration on
              Purina Mills, Inc., Koch Industries, Inc. Koch        Form 10 of Purina Mills, Inc., Registration No. 033-66606 and
              Agriculture, et al.                                   incorporated herein by reference

   10(c)      Form of Director and Officer Indemnification          Filed as Exhibit 10(c) to the General Form for Registration on
              Agreement for Purina Mills, Inc.                      Form 10 of Purina Mills, Inc., Registration No. 033-66606 and
                                                                    incorporated herein by reference

    10(d)      Form of Senior Executive Officer Employment          Filed as Exhibit 10(d) to the General Form for Registration on
               Agreement for Purina Mills, Inc.                     Form 10 of Purina Mills, Inc., Registration No. 033-66606 and
                                                                    incorporated herein by reference

    10(e)      Form of Equity Incentive Plan                        Filed as Exhibit 10(e) to the General Form for Registration on
                                                                    Form 10/A, Amendment No. 1 of Purina Mills, Inc., Registration
                                                                    No. 033-66606 and incorporated herein by reference

    10(f)      License Agreement, dated as of October 1, 1986       Filed as Exhibit 10(f) to the General Form for Registration on
               between Ralston Purina Company and Purina Mills,     Form 10 of Purina Mills, Inc., Registration No. 033-66606 and
               Inc.                                                 incorporated herein by reference

    10(g)      Form of Merger Escrow Agreement by and among Koch    Filed as Exhibit 10(g) to the General Form for Registration on
               Agriculture, Purina Mills, Inc. and Escrow Agent     Form 10 of Purina Mills, Inc., Registration No. 033-66606 and
                                                                    incorporated herein by reference

     27.1*     Financial Data Schedule
</TABLE>


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

*    Filed herewith

     (b) Reports on Form 8-K:
     No reports on Form 8-K were filed during the quarter ended March 31, 2001.


<PAGE>   20






                                    SIGNATURE


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.



                                                     PURINA MILLS, INC.



Date:  May 11, 2001                                 /s/ Darrell D. Swank
                                                    -----------------------
                                                    Darrell D. Swank
                                                    Chief Financial Officer



<PAGE>   21


                                  EXHIBIT INDEX

<TABLE>
<CAPTION>

  EXHIBIT                                                                                       PAGE NUMBER OR
   NUMBER                           DESCRIPTION                                         INCORPORATION BY REFERENCE TO
------------- ------------------------------------------------------- ------------------------------------------------------------
<S>         <C>                                                   <C>
   2(a)     Second Amended Joint Plan of Reorganization of Purina   Filed as Exhibit 2(a) to the General Form for Registration on
            Mills, Inc. PM Holdings Corporation and its             Form 10 of Purina Mills, Inc., Registration No. 033-66606 and
            Subsidiaries, dated February 22, 2000                   incorporated herein by reference

   2(b)     Form of Agreement and Plan of Merger among Koch         Filed as Exhibit 2(b) to the General Form for Registration on
            Agriculture Company, PM Holdings Corporation and        Form 10 of Purina Mills, Inc., Registration No. 033-66606 and
            Purina Mills, Inc. Bylaws of Purina Mills, Inc.         incorporated herein by reference

   3(a)     Amended and Restated Certificate of Incorporation of    Filed as Exhibit 3(a) to the General Form for Registration on
            Purina Mills, Inc.                                      Form 10 of Purina Mills, Inc., Registration No. 033-66606 and
                                                                    incorporated herein by reference

   3(b)     Amended and Restated By-Laws of Purina Mills, Inc.      Filed as Exhibit 3(b) to the General Form for Registration on
                                                                    Form 10 of Purina Mills, Inc., Registration No. 033-66606 and
                                                                    incorporated herein by reference

   4(a)     Form of Stock Certificate for Common Stock              Filed as Exhibit 4(a) to the General Form for Registration on
                                                                    Form 10/A, Amendment No. 1 of Purina Mills, Inc., Registration
                                                                    No. 033-66606 and incorporated herein by reference

   4(b)     Form of Registration Rights Agreement among Purina      Filed as Exhibit 4(b) to the General Form for Registration on
            Mills, Inc. and certain holders of Common Stock         Form 10 of Purina Mills, Inc., Registration No. 033-66606 and
                                                                    incorporated herein by reference

   4(c)     Form of Rights Agreement between Purina Mills, Inc.     Filed as Exhibit 4(c) to the General Form for Registration on
            and the Rights Agent thereunder.                        Form 10 of Purina Mills, Inc., Registration No. 033-66606 and
                                                                    incorporated herein by reference

   4(d)     Form of Convertible Promissory Note between Purina      Filed as Exhibit 4(d) to the Quarterly Report for the quarterly
            Mills, Inc. and Houlihan Lokey Howard & Zukin Capital   period ended June 30, 2000 on Form 10-Q of Purina Mills, Inc.
                                                                    Registration No. 033-66606 and incorporated herein by reference
   4(e)     Form of Convertible Promissory Note between Purina      Filed as Exhibit 4(e) to the Quarterly Report for the quarterly
            Mills, Inc. and Chanin Capital Partners                 period ended June 30, 2000 on Form 10-Q of Purina Mills, Inc.
                                                                    Registration No. 033-66606 and incorporated herein by reference

   4(f)     Credit Agreement dated, as of June 28,2000 among        Filed as Exhibit 4(f) to the Quarterly Report for the quarterly
            Purina Mills, Inc. and certain of its lenders           period ended June 30, 2000 on Form 10-Q of Purina Mills, Inc.
                                                                    Registration No. 033-66606 and incorporated herein by reference

   4(g)     Form of Term Note, dated as of June 28, 2000, made by   Filed as Exhibit 4(g) to the Quarterly Report for the quarterly
            Purina Mills, Inc.                                      period ended June 30, 2000 on Form 10-Q of Purina Mills, Inc.
                                                                    Registration No. 033-66606 and incorporated herein by reference
</TABLE>



<PAGE>   22



<TABLE>
<CAPTION>


  EXHIBIT                                                                                       PAGE NUMBER OR
   NUMBER                           DESCRIPTION                                         INCORPORATION BY REFERENCE TO
---------- -------------------------------------------------------- ------------------------------------------------------------
<S>       <C>                                                     <C>
   4(h)    Form of Lockup Agreement in respect of Common Stock      Filed as Exhibit 4(h) to the General Form for Registration on
           issued under key employee retention program              Form 10 of Purina Mills, Inc., Registration No. 033-66606 and
                                                                    incorporated herein by reference

  10(a)    Form of Tax Sharing Agreement by and among Koch          Filed as Exhibit 10(a) to the General Form for Registration on
           Industries, Inc. and PM Holdings Corporation et al.      Form 10 of Purina Mills, Inc., Registration No. 033-66606 and
                                                                    incorporated herein by reference

  10(b)    Form of Koch Indemnity Agreement by and among Purina     Filed as Exhibit 10(b) to the General Form for Registration on
           Mills, Inc., Koch Industries, Inc. Koch Agriculture,     Form 10 of Purina Mills, Inc., Registration No. 033-66606 and
           et al.                                                   incorporated herein by reference

  10(c)    Form of Director and Officer Indemnification Agreement   Filed as Exhibit 10(c) to the General Form for Registration on
           for Purina Mills, Inc.                                   Form 10 of Purina Mills, Inc., Registration No. 033-66606 and
                                                                    incorporated herein by reference

  10(d)    Form of Senior Executive Officer Employment Agreement    Filed as Exhibit 10(d) to the General Form for Registration on
           for Purina Mills, Inc.                                   Form 10 of Purina Mills, Inc., Registration No. 033-66606 and
                                                                    incorporated herein by reference

  10(e)    Form of Equity Incentive Plan                            Filed as Exhibit 10(e) to the General Form for Registration on
                                                                    Form 10/A, Amendment No. 1 of Purina Mills, Inc., Registration
                                                                    No. 033-66606 and incorporated herein by reference

  10(f)    License Agreement, dated as of October 1, 1986 between   Filed as Exhibit 10(f) to the General Form for Registration on
           Ralston Purina Company and Purina Mills, Inc.            Form 10 of Purina Mills, Inc., Registration No. 033-66606 and
                                                                    incorporated herein by reference

  10(g)    Form of Merger Escrow Agreement by and among Koch        Filed as Exhibit 10(g) to the General Form for Registration on
           Agriculture, Purina Mills, Inc. and Escrow Agent         Form 10 of Purina Mills, Inc., Registration No. 033-66606 and
                                                                    incorporated herein by reference

   27.1 *    Financial Data Schedule
</TABLE>

*    Filed herewith