SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10Q

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

                       For Quarter Ended February 28, 2001

                           Commission File No. 1-13479


                         AGRIBRANDS INTERNATIONAL, INC.
           -----------------------------------------------------------
             (Exact name of registrant as specified in its charter)

                               MISSOURI 43-1794250
          ------------------------------------------------------------
          (State of Incorporation) (I.R.S. Employer Identification No.)

                9811 SOUTH FORTY DRIVE, ST. LOUIS MISSOURI 63124
          ------------------------------------------------------------
               (Address of principal executive offices) (Zip Code)

                                 (314) 812-0500
          ------------------------------------------------------------
              (Registrant's telephone number, including area code)


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,  and (2)
has been subject to such filing requirements for the past 90 days.

                                            YES:   X          NO:  _____
                                                 -----


Number of shares of Agribrands common stock,  $.01 par value,  outstanding as of
the close of business on April 4, 2001:

                                   9,813,851

<PAGE>

PART I -          FINANCIAL INFORMATION


                         AGRIBRANDS INTERNATIONAL, INC.
           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                            AND RESULTS OF OPERATIONS

         Management  has  included a section on key  measures  and  concepts for
understanding the business which follows the discussions of consolidated results
of  operations,  segment  results and  liquidity and capital  resources.  Unless
otherwise noted, all references to prices, costs and margins reflect U.S. Dollar
results after translation of foreign currency financial statements in accordance
with Statement of Financial  Accounting  Standards No. 52 (FAS 52).  Because the
Company  operates  predominantly  outside the United States,  changes in foreign
exchange  rates  against the Dollar can have a material  impact on the Company's
reported results.

Proposed Merger

         On December 1, 2000, the Company and Cargill,  Incorporated ("Cargill")
entered into an Agreement  and Plan of Merger (the  "Merger  Agreement"),  under
which Cargill would acquire Agribrands in a cash merger at a price of $54.50 per
share.  Agribrands  elected to terminate its prior merger agreement with Ralcorp
Holdings, Inc. ("Ralcorp") and as a result, paid a $5 million termination fee to
Ralcorp.

         The  Merger  Agreement  has  been  approved  by  Agribrands'  Board  of
Directors upon the unanimous  recommendation  of a committee of its  independent
directors.  The  transaction  is expected to close  around April 30, 2001 and is
subject  to  various  conditions,   including  the  approval  by  two-thirds  of
Agribrands' shareholders,  receipt of a ruling from the Internal Revenue Service
that the merger  will not impact the  tax-free  treatment  of  Agribrands'  1998
spin-off  from  Ralston  Purina,   regulatory   approvals  and  other  customary
conditions. Cargill may waive the requirement for the tax ruling.

         Agribrands is soliciting  approval of the proposed merger with Cargill.
In  connection  with the merger,  Agribrands  filed a proxy  statement  with the
Securities  and  Exchange  Commission  and  mailed  the proxy  statement  to its
shareholders  on or about  March 21,  2001.  SHAREHOLDERS  ARE URGED TO READ THE
PROXY  STATEMENT  BECAUSE  IT  CONTAINS  IMPORTANT  INFORMATION.  Investors  and
security  holders  may  obtain a free  copy of the  proxy  statement  and  other
documents filed by Agribrands with the Securities and Exchange Commission at the
Securities and Exchange  Commission's  website at  www.sec.gov.  Shareholders of
Agribrands may also obtain,  at no cost, the proxy statement and other documents
filed by  Agribrands  in  connection  with the merger by  directing a request to
Agribrands  at 9811 South Forty Drive,  St.  Louis,  Missouri  63124,  attention
Investor Relations.


                  REVIEW OF CONSOLIDATED RESULTS OF OPERATIONS

Net Sales

         Consolidated  net sales  decreased  $9.9  million or 3.4% in the second
quarter and $8.8  million or 1.5% in the six months  ended  February 28, 2001 as
compared to the same periods last year.  Net sales  declined in both periods due
to lower feed sales volume in the Americas and Europe segments.  The decrease in
consolidated net sales was mitigated  somewhat by an increase in average selling
prices  of $10 per ton in the  second  quarter  and $8 per ton in the  six-month
period.  The increase in average selling prices reflected higher commodity costs
relative  to the  same  periods  last  year.  This is  consistent  with the feed
industry's  practice of adjusting prices to reflect changes in ingredient costs.
Consolidated feed sales volume declined 87,400 metric tons or 7.3% in the second
quarter and 111,000 tons or 4.6% in the six-month period.

                                       2
<PAGE>

Gross Profit

         Gross profit decreased $6.7 million,  or 12.6%, to $46.6 million in the
second quarter and decreased $10.7 million, or 9.4%, to $103.2 in the six months
ended  February 28, 2001 as compared to the same  periods last year.  The second
quarter decrease reflects lower margins in Asia and lower volume in Europe.  The
six-month  decrease  reflects  lower  margins in Asia and both lower  volume and
lower margins in Europe.


Selling, General and Administrative Expenses

         Selling,  general and administrative expenses decreased $1.4 million or
3.5% in the second  quarter  and $0.2  million  or 0.2% in the six months  ended
February 28, 2001 as compared to the same periods last year.  The second quarter
decrease was  primarily due to lower  expenses in the Europe and Asia  segments,
partially offset by higher expenses in the Americas.

Merger Expenses

         In the  second  quarter,  Agribrands  recorded  merger  expenses  which
reduced  earnings  before income taxes and net earnings by $1.4 million and $0.9
million,  respectively.  In the six months ended  February 28, 2001, the Company
recorded  merger  expenses  which reduced  earnings  before income taxes and net
earnings  by $7.6  million  and  $4.9  million,  respectively.  Merger  expenses
recorded in the second  quarter  include  $1.1 million of  compensation  expense
related to the increase in the Company's liability for stock appreciation rights
(SARs). The Company recognizes compensation expense for SARs based on the amount
that the  Company's  common share price  exceeds the exercise  price.  Since the
proposed  merger with Cargill was  announced,  the Company's  common share price
increased from $43.81 on December 1, 2000 to $53.77 on February 28, 2001. Merger
expenses for the six-month  period also include the $5 million  termination  fee
paid to Ralcorp.

Restructuring Activities

         In  the   current   quarter,   Agribrands   recorded   provisions   for
restructuring  which  reduced  earnings  before income taxes and net earnings by
$0.9 million and $0.5 million,  respectively.  In the six months ended  February
28, 2001,  the Company  recorded  provisions  for  restructuring  which  reduced
earnings  before income taxes and net earnings by $1.5 million and $0.9 million,
respectively.  These charges  represented  primarily  severance costs associated
with the  streamlining  of  Agribrands'  operations  in Mexico  and  Spain.  The
restructurings  provided for the termination of 27 administrative and production
employees,  all of whom have been released as of February 28, 2001. Beginning in
fiscal  2002,  these  restructuring  actions  are  expected  to result in annual
pre-tax cost savings of approximately $1.2 million.

Interest Expense and Other Income/Expense

         Interest  expense  totaled $0.9 million and $1.7 for the second quarter
and the six months  ended  February  28,  2001,  respectively,  compared to $0.6
million and $1.5  million  for the same  periods  last year.  The  increases  in
interest  expense for both  periods  were due to both  slightly  higher  average
borrowings  and slightly  higher average  interest rates in the foreign  markets
where the Company had outstanding borrowings.

         Other  income/expense,  net changed  unfavorably by $2.1 million in the
second  quarter and $3.5  million in the six months  ended  February 28, 2001 as
compared to the same  periods last year.  The Company  recognized a $1.1 million
foreign  exchange loss in the second  quarter of this year versus a $1.3 million
foreign  exchange gain in the second quarter of last year. In this year's second
quarter,  the currencies in Brazil and Mexico weakened  somewhat versus the U.S.
Dollar  resulting  in an  exchange  loss on U.S.  Dollar  debt  carried in those
countries.   However,  in  last  year's  second  quarter,   the  Brazilian  Real
strengthened versus the U.S. Dollar resulting in an exchange gain on U.S. Dollar
debt carried  there.  Investment  income was $0.3 million  higher in this year's

                                       3
<PAGE>

second quarter and $0.1 million higher in the six months ended February 28, 2001
despite a decrease in the level of interest bearing investments. This was mainly
the result of increased  holdings of taxable  securities  which provide slightly
higher stated returns.

Net Earnings

         Net earnings were $3.9 million and $8.8 million for the second  quarter
and six months ended February 28, 2001, respectively,  compared to $11.0 million
and $24.9 million for the same periods last year.  Income  taxes,  which include
United States and foreign  taxes,  were 40.0% and 38.0% of pre-tax  earnings for
the second  quarter and the six months ended  February  28, 2001,  respectively,
compared to 33.3% and 33.6% for the same periods last year. The higher effective
rates in the current  periods reflect foreign losses for which no tax benefit is
expected to be realized.  On the other hand,  the lower  effective  rates in the
prior periods  reflect a reduction in valuation  allowances  against foreign tax
credit  carryforwards in the United States. In addition,  a larger percentage of
the Company's  investment  income in the prior periods was derived from tax-free
securities.

<TABLE>
<CAPTION>
                                                REVIEW OF SEGMENT RESULTS
                                                   (Dollars in millions)

                                                                                            Corporate and
                                         Americas           Europe             Asia            Tradico        Consolidated
                                      ----------------  ---------------   ---------------  ----------------  ----------------
<S>                                     <C>                <C>               <C>              <C>              <C>
Quarter Ended February 28, 2001:
-------------------------------
Net sales                               $    128.5         $    65.4         $    84.2        $    0.1         $    278.2
Segment profitability                   $      4.2         $     2.4         $     5.6        $   (4.0)        $      8.2

Tons of feed product sold                  470,700           290,900           345,200             100          1,106,900
Income over ingredient cost *           $     33.4         $    19.7         $    20.1        $      -         $     73.2

Quarter Ended February 29, 2000:
-------------------------------
Net sales                               $    129.4         $    73.6         $    85.0        $    0.1         $    288.1
Segment profitability                   $      4.3         $     3.0         $     9.7        $   (3.5)        $     13.5

Tons of feed product sold                  509,200           352,000           332,900             200          1,194,300
Income over ingredient cost *           $     32.1         $    23.6         $    25.2        $    0.1         $     81.0

Six Months Ended February 28, 2001:
----------------------------------
Net sales                               $    269.8         $   128.8         $   181.5        $    0.1         $    580.2
Segment profitability                   $     11.2         $     6.0         $    14.0        $   (8.5)        $     22.7

Tons of feed product sold                  985,100           606,500           717,400             100          2,309,100
Income over ingredient cost *           $     70.9         $    39.9         $    46.1        $    0.1         $    157.0

Six Months Ended February 29, 2000:
----------------------------------
Net sales                               $    263.9         $   150.5         $   174.4        $    0.2         $    589.0
Segment profitability                   $     12.1         $     7.5         $    20.4        $   (6.8)        $     33.2

Tons of feed product sold                1,033,900           710,000           675,900             300          2,420,100
Income over ingredient cost *           $     67.6         $    50.0         $    51.7        $      -         $    169.3

<FN>
* The commercial animal feed industry  generally prices products on the basis of
aggregate   ingredient  cost  plus  a  per-unit  margin.  As  ingredient  prices
fluctuate,  the changes are generally passed on to customers  through changes in
the Company's  product  pricing.  Income over  ingredient cost or IOIC (which is
equal to net sales minus the cost of ingredients), rather than sales dollars, is
the key indicator of revenue  performance  because of the  distortions  in sales
dollars caused by changes in commodity prices. Management also monitors IOIC per
ton to evaluate trends in pricing and relative product value.
</FN>
</TABLE>
                                       4
<PAGE>

Americas

         Net sales in the Americas  segment  (which  excludes the United States)
decreased  $0.9  million or 0.7% for the  quarter  ended  February  28,  2001 as
compared to the same period last year.  The decrease in net sales was the result
of a 7.6%  decline  in feed  sales  volume,  which was  mostly  offset by higher
average selling prices. For the six months ended February 28, 2001, net sales in
the Americas increased $5.9 million or 2.2% mainly as a result of higher average
selling  prices,  which were only partially  offset by a 4.7% decline in volume.
Brazil and Colombia accounted for most of the volume declines in the quarter and
six months ended  February 28, 2001.  The  Company's  operations  in Brazil have
continued to focus their selling  efforts on higher margin  products.  Increased
prices and reduced discounts  prompted the volume declines in Colombia.  Average
selling  prices  for the  Americas  segment  increased  $19 per ton in both  the
quarter and six months ended  February 28, 2001,  reflecting  the  activities in
Brazil and Colombia as well as higher commodity costs.

         Segment profitability in the Americas decreased $0.1 million or 2.3% in
the second quarter and $0.9 million or 7.4% in the six months ended February 28,
2001 as compared to the same  periods  last year.  Income over  ingredient  cost
(IOIC) for the region  increased  $1.3  million in the second  quarter  and $3.3
million in the  six-month  period  mainly as a result of the  increased  selling
efforts in Brazil.  Nevertheless,  segment  profitability  declined  somewhat as
higher  operating  expenses  more than  offset the  improvement  in IOIC for the
region.  Operating  expenses  increased  both to support the  increased  selling
efforts in Brazil and to account for local  inflationary  increases in excess of
the rate at which the local currencies weakened versus the U.S. Dollar.

Europe

         Net sales in Europe  decreased  $8.2  million  or 11.1% for the  second
quarter and $21.7 million or 14.4% in the six months ended  February 28, 2001 as
compared to the same periods last year. The second quarter decrease in net sales
was due to a decline in feed sales volume, which was only partially offset by an
increase in average selling prices.  The decrease in net sales for the six-month
period was  related  entirely to a decline in volume.  Feed  volume  declined by
61,100 tons or 17.4% in the second  quarter and 103,500 tons or 14.6% in the six
month  period  as  already  difficult  market  conditions  in  the  region  were
exacerbated by newly reported  outbreaks of BSE or "mad cow disease."  Favorable
grazing  conditions in Spain also reduced  demand for commercial  feed.  Average
selling  prices  for the  Europe  segment  increased  $16 per ton or 7.5% in the
second quarter primarily as a result of higher ingredient costs.

         Segment  profitability in the Europe segment  decreased $0.6 million or
20.0% in the second  quarter and $1.5  million or 20.0% in the six months  ended
February 28, 2001.  IOIC  decreased  $3.9 million or 16.5% in the second quarter
and $10.1 million or 20.2% in the six-month  period  primarily due to lower feed
volume.  The  declines in IOIC were mostly  offset by lower  operating  expenses
which reflect both the reduction in volume and the translation of local currency
expenses at weaker exchange rates.

Asia

         Net sales in the Asia  segment  decreased  $0.8 million or 0.9% for the
quarter  ended  February 28, 2001 as compared to the same period last year.  The
decrease in net sales was the result of lower average selling prices, which were
mostly  offset by an increase in volume.  For the six months ended  February 28,
2001,  net sales in Asia  increased  $7.1  million or 4.1% mainly as a result of

                                       5
<PAGE>

higher volume,  which was only partially offset by lower average selling prices.
In China,  volumes  increased  25,700  tons or 101.0% in the second  quarter and
52,200 tons or 88.6% in the six-month period  reflecting a positive  response to
recent sales  initiatives  combined  with  favorable  animal prices in the China
market. Average selling prices for the Asia segment declined $11 per ton or 4.5%
in the second  quarter and $5 per ton or 1.9% in the six month period  primarily
as a result  of lower  prices  in Korea  and the  Philippines.  As a result of a
reduction in demand for hog feeds,  the operations in Korea and the  Philippines
were unable to pass through higher ingredient costs to customers.

         Segment  profitability  in the Asia segment  decreased  $4.1 million or
42.3% in the second  quarter and $6.4  million or 31.4% in the six months  ended
February 28, 2001.  IOIC in Asia  decreased  $5.1 million or 20.2% in the second
quarter and $5.6  million or 10.8% in the six month period as the impact of weak
hog  market  conditions  in Korea  and the  Philippines  more  than  offset  the
improvement  experienced  in  China.  The  second  quarter  decline  in IOIC was
partially offset by a $1.0 million decline in operating  expenses which reflects
the translation of local currency expenses at weaker exchange rates.

Corporate and Tradico

         The  corporate and Tradico  segment is located  primarily in the United
States. This segment contains certain corporate items which are not allocated to
other segments.  Tradico,  a division  within the Company,  acquires and resells
ingredients,  equipment and feed  products  primarily to foreign  affiliates.  A
subsidiary  named  "Tradico,  Inc." was organized in Missouri in August 2000 and
acquired a  manufacturing  facility in  Greenville,  Mississippi.  In the second
quarter  of this  fiscal  year,  Tradico  recorded  intercompany  sales of $23.6
million.

         In terms of segment  profitability,  the corporate and Tradico  segment
recorded  losses of $4.0  million and $8.5 million in the quarter and six months
ended February 28, 2001,  respectively.  These compare to losses of $3.5 million
and $6.8  million  in the  quarter  and six  months  ended  February  29,  2000,
respectively.  These  losses  are  primarily  related to  unallocated  corporate
administrative  items.  The second  quarter  increase in  unallocated  corporate
administrative  expenses is primarily related to operating  expenses  associated
with the Greenville facility. The year-to-date increase in unallocated corporate
administrative  items reflects $0.5 million of litigation  expenses  incurred in
the first  quarter  related to the  Company's  efforts to recover  vitamin price
fixing  damages in a class action  lawsuit.  Tradico's  margins on  intercompany
sales have been allocated to the region/segment that purchased the goods.


                         LIQUIDITY AND CAPITAL RESOURCES

         Cash flows from  operations were $0.9 million and $20.3 million for the
six months ended  February 28, 2001 and  February  29, 2000,  respectively.  The
decrease in operating cash flows between the two periods primarily resulted from
the decline in net earnings.

         Capital   expenditures,   primarily  to  replace  or  enhance  existing
production facilities and equipment,  totaled $9.2 million and $12.0 million for
the six months ended February 28, 2001 and February 29, 2000, respectively.  The
Company has no material  commitments for capital expenditures as of February 28,
2001.  Anticipated capital  expenditures are expected to be funded with existing
cash reserves as well as cash generated from operations.

         The  Company's   working  capital   requirements  for  inventories  and
receivables  are influenced  somewhat by  seasonality,  the  availability of raw
materials and changes in commodity costs, and as a result may fluctuate  widely.
Since its spin-off,  the Company's operating units have generally financed their
seasonal and other working capital  requirements  through intercompany loans and
advances provided by the U.S. parent.  Short-term  borrowings  provided by local
foreign banks and branches of multinational banks are also utilized. The Company
reduced its short-term borrowings from $27.8 million at August 31, 2000 to $25.8
million at February 28, 2001.

                                       6
<PAGE>

         Cash on hand, cash flow from operations and local affiliate  borrowings
under  various  lines of credit are  Agribrands'  primary  sources of liquidity.
Management  has a strong focus on cash flow and the effective use of excess cash
flow.  The combined  operating,  cash and equity  position of Agribrands  should
continue  to  provide  the  capital   flexibility   necessary   to  fund  future
opportunities as well as to meet existing obligations.

         On September 25, 1998, the Company's Board of Directors  authorized the
purchase by the Company of up to 2,000,000 shares of Agribrands' common stock in
open market  transactions  at  management's  discretion  and depending on market
conditions.  As of February 28, 2001,  the Company had purchased  855,052 shares
pursuant  to this  authorization  at an average  cost of $39.54  per  share.  No
purchases occurred during the six months ended February 28, 2001.


            KEY MEASURES AND CONCEPTS FOR UNDERSTANDING THE BUSINESS

Dollar-Responsive Economics of International Feed Operations

         Feed is manufactured  by processing a combination of grains,  proteins,
vitamins,  and minerals.  Approximately  80% of the Company's total costs is the
cost of these ingredients, most of which are widely traded in Dollar-denominated
global  commodity  markets.  Excluding  logistics  costs, the Dollar values (and
costs) of ingredients  around the world are broadly  comparable.  Local currency
prices for ingredients,  therefore,  typically adjust quickly to reflect changes
in quoted  dollar  prices and  changes in the  exchange  rate  between the local
currency and the Dollar.  As raw materials  inventories are replenished after an
exchange rate change, new local currency ingredient costs are reflected in local
currency feed prices.

         The margin added to  ingredient  costs is less  responsive  to exchange
rate  changes  because  industry  pricing is  influenced  by local  competitors.
Nevertheless,  exchange  rates  between  the U.S.  Dollar  and other  currencies
(particularly in countries with systemic high inflation like many of those where
the Company operates) are related closely to differentials  between the U.S. and
local inflation and interest rates. As a result,  Dollar-translated  IOIC levels
of the Company's  international  operations  generally  fluctuate closely around
long-term norms, particularly on a consolidated basis.

Dollar-Based  Earnings Before  Interest,  Taxes,  Depreciation  and Amortization
(EBITDA)

         Management believes the required method of translating foreign currency
financial statements for most of the Company's foreign affiliates (that is using
the local  currency as functional  currency) can distort the economic  impact of
certain items,  specifically  costs of goods sold and foreign exchange gains and
losses.  Because the Company operates  predominantly  outside of the U.S., these
distortions can have a  disproportionate  effect on reported  results.  For this
reason,  management  believes  it  is  important  to  understand  the  Company's
operational results computed using the U.S. Dollar as the functional currency.

         Dollar-based  accounting was required practice prior to the issuance of
FAS 52 in 1981 and  continues  to be required for U.S.  affiliates  operating in
hyper-inflationary  environments.  This  exception  is  in  recognition  of  the
possible  distortions of local-currency  based accounting.  "Hyper-inflationary"
accounting  is  limited  under FAS 52 to  countries  with  cumulative  inflation
greater  than 100% over  three  years.  This fails to cover  numerous  countries
(including  those in which the Company  generates  the majority of its earnings)
with  consistently  higher inflation than the U.S., whose currency values remain
unstable (typically devaluing over time versus the Dollar).

         When exchange rates fluctuate, earnings results using U.S. Dollar-based
accounting  differ from results under local currency  based  accounting in three
important ways. Under U.S. Dollar-based accounting:

     o   Cost of goods  sold is  measured  using the  exchange  rate at the time
         inventory  was  purchased  rather  than the  exchange  rate at the time
         finished products are sold.

                                       7
<PAGE>

     o   Foreign   exchange   gains  and  losses  are  computed  on  assets  and
         liabilities  denominated in currencies other than the Dollar instead of
         assets and liabilities  denominated in currencies  other than the local
         currency.

     o   Depreciation  is  computed by applying  the  appropriate  factor to the
         historical  Dollar  value of the  asset  rather  than by  applying  the
         appropriate   factor  to  the  historical   local  currency  value  and
         translating the result at the current exchange rate.

         Because  of  its  principal  focus  on  cash  flows,   management  uses
Dollar-based  EBITDA as a key  determinant  of awards for  corporate  management
under its annual  incentive plan. The following table provides a  reconciliation
of pre-tax earnings to Dollar-based EBITDA for the quarters and six months ended
February 28, 2001 and February 29, 2000:


<TABLE>
<CAPTION>
                                           Dollar-based EBITDA
                                          (Dollars in millions)

                                                               Quarter Ended                      Six Months Ended
                                                       ------------------------------      -------------------------------
                                                       February 28,     February 29,       February 28,      February 29,
                                                           2001             2000               2001              2000
                                                       --------------- --------------      --------------- ---------------
  <S>                                                     <C>              <C>                <C>              <C>
  Earnings before Income Taxes                            $   6.5          $ 16.5             $ 14.2           $ 37.5
  Adjustments:
    o    Depreciation and amortization                        5.8             6.4               11.8             12.7
    o    Interest expense                                     0.9             0.6                1.7              1.5
    o    Investment income                                   (2.6)           (2.3)              (4.9)            (4.8)
    o    Merger expenses                                      1.4               -                7.6                -
    o    Provisions for restructuring                         0.9               -                1.5                -
                                                       --------------- ------------        ------------- -----------------
  EBITDA reported after translation under FAS 52             12.9            21.2               31.9             46.9

  Adjustments to report EBITDA on a Dollar basis:
  1)   Difference in cost of products sold                   (1.3)            0.6               (3.7)            (0.5)
  2)   Reversal of foreign exchange loss/(gain)
       reported under FAS 52                                  1.1            (1.3)               2.6             (1.0)
  3)   Dollar-based foreign exchange (loss)/gain             (1.2)            1.5                0.3              3.0
                                                       --------------- ------------        ------------- -----------------
  EBITDA reported on a U.S. Dollar basis                  $  11.5          $ 22.0             $ 31.1           $ 48.4
                                                       =============== ============        ============= =================
</TABLE>


Explanation of adjustments to EBITDA:

1)   Difference in cost of products sold.  Cost of products sold was lower under
     FAS 52 in the  current  quarter  and six months  ended  February  28,  2001
     primarily due to devaluation of the Brazilian  Real, the Korean Won and the
     Philippine  Peso  against  the  Dollar.   Under  Dollar-based   accounting,
     inventories are initially recorded and maintained in Dollars.

2)   Reversal of foreign exchange  loss/gain  reported under FAS 52. The Company
     reported  foreign  exchange  losses  under FAS 52 of $1.1  million and $2.6
     million  in  the  quarter  and  six  months   ended   February   28,  2001,
     respectively.  Most of these exchange losses occurred in Brazil and Mexico,
     where  the  Company  carried  U.S.  Dollar  denominated  debt and the local
     currency devalued versus the Dollar.

3)   Dollar-based  foreign  exchange  losses and gains.  If Agribrands  had used
     Dollar-based  accounting  worldwide,  it would  have  recognized  a foreign
     exchange loss of $1.2 million in the quarter ended February 28, 2001.  Most
     of this loss  occurred in Europe,  where the  Company  has net  liabilities
     denominated in the local currencies.  During the current quarter,  the Euro
     strengthened  versus the Dollar.  Therefore,  Euro-denominated  liabilities
     decreased in Dollar terms resulting in a foreign exchange loss.

                                       8
<PAGE>

                     EUROPEAN ECONOMIC MONETARY UNION (EMU)

         On January 1, 1999,  eleven of the European Union countries  (including
four countries  where  Agribrands'  operations are located)  adopted the Euro as
their single  currency,  and there is now a fixed  conversion rate between their
existing   currencies  ("legacy   currencies")  and  the  Euro.   Following  the
introduction  of the Euro,  the legacy  currencies  remain  legal  tender in the
participating  countries  during  the  transition  period  from  January 1, 1999
through January 1, 2002. Beginning on January 1, 2002, the European Central Bank
will issue Euro-denominated bills and coins for use in cash transactions.  On or
before July 1, 2002, the participating  countries will withdraw all legacy bills
and coins and use the Euro as their legal currency.

         The Company's key financial  information systems in Europe are equipped
to process  both Euro and legacy  currency  transactions  during the  transition
period from January 1, 1999 through January 1, 2002; however, they are not ready
to handle the July 1, 2002  withdrawal of all legacy  currencies.  Management is
currently  planning to modify the Company's  key  financial  systems so they can
handle the July 1, 2002  mandatory  conversion to the Euro.  The Company has not
yet incurred any material costs related to the conversion,  and future costs for
replacing computer equipment and reprogramming existing systems are not expected
to be material. The Company plans to complete system modifications and necessary
testing by November 1, 2001.

         From a broader business  perspective,  conversion to the Euro may cause
pricing  disparities  in different  markets to narrow,  lowering  the  Company's
margins.  Nevertheless, the Company believes the conversion to the Euro will not
have a material impact on the Company's consolidated financial results.


                                     OUTLOOK

         It is difficult  to forecast  short-term  operating  results due to the
number  of  environmental  factors  that  may  impact  current  results.   Local
agricultural  markets are highly  responsive to a number of variables  including
macro-economic   conditions,   weather,  and  current  concerns  over  food  and
environmental safety.  Typically,  large and small changes in factors like these
in locations  where the Company  operates will randomly  influence  consolidated
earnings.

           Excluding  merger expenses and  restructuring  charges,  consolidated
operating  results for the quarter and six months  ended  February 28, 2001 were
well below long-term trend lines. The disappointing  earnings for the first half
of the fiscal year reflect predominantly negative cyclical conditions across key
markets. Current indications are that circumstances are improving in certain key
markets  like  Mexico,  Korea and the  Philippines.  As a  result,  consolidated
operating  results for the latter half of the current  fiscal year should exceed
results for the first half of the year.

         Pre-tax  earnings remain subject to volatility  due, in particular,  to
foreign  exchange  gains and losses  generated  by volatile  exchange  rates and
changing  capital  structures  within the  foreign  affiliates.  Currently,  the
Company's  most  significant  exposures  to  foreign  exchange  gains and losses
impacting net earnings are U.S. Dollar  liabilities  carried in Canada,  Mexico,
Colombia and Peru.  As discussed  earlier,  management  focuses on the Company's
exposure to the change in the dollar  value of net  monetary  asset or liability
positions in  currencies  other than the U.S.  Dollar.  These values can also be
volatile  as the cost of  hedging  these  exposures  often  exceeds  the  likely
benefit.  The Company  currently has significant net monetary asset or liability
positions in Euros,  Canadian  Dollars,  Chinese  Renminbi,  Colombian Pesos and
Philippine Pesos.

                                       9
<PAGE>
         The  Company's  income  tax  position  is  quite  complex  due  to  the
interaction  between  income  taxes  paid  locally  by its  foreign  affiliates,
dividends  and  royalties  received  from  its  affiliates  and the  method  for
determining  the credit the Company  receives on its U.S. tax return for foreign
income and withholding  taxes.  Based on current  projections for these relevant
items,  management  believes its global  effective rate should remain around 35%
for the foreseeable future.

                   FORWARD-LOOKING STATEMENTS & BUSINESS RISKS

         Certain  statements  under  "Management's  Discussion  and  Analysis of
Financial Condition and Results of Operations,"  "Outlook" and elsewhere in this
report 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. Any statements that express, or involve  discussions as to,  expectations,
beliefs, plans,  objectives,  assumptions or future events or performance (which
may use words or phrases such as "will likely  result," "are expected to," "will
continue,"    "anticipates,"   "expects,"   "estimates,"   "intends,"   "plans,"
"projects," and "outlook") are not historical facts and may be  forward-looking.
Such forward-looking  statements involve known and unknown risks,  uncertainties
and other factors that may cause the actual  results,  levels of activity,  cost
savings,  performance or achievements of the Company, or industry results, to be
materially different from any future results,  levels of activity, cost savings,
performance  or  achievements  expressed  or  implied  by  such  forward-looking
statements, and accordingly,  such statements should be read in conjunction with
and are qualified in their  entirety by reference to, such risks,  uncertainties
and other factors,  which are described below and elsewhere in this report. Such
factors include, among others, the following:  (i) changing conditions or market
trends in the animal feeds and agricultural  products  industries;  (ii) general
economic and business  conditions,  including a regional recession in any of the
various regions of the world in which Agribrands operates;  (iii) the ability of
the Company to  implement  its  business  strategy  and maintain and enhance its
competitive  strengths;  (iv) the  ability of the  Company  to  recover  its raw
material  costs in the  pricing of its  products,  (v)  political  and  economic
instability  in countries or regions where the Company's  business is conducted,
(vi) the level of demand  for  Agribrands'  products,(vii)  the  ability  of the
Company to obtain financing for specific or general corporate  purposes;  (viii)
actions  of  competitors  and  government  entities;  (ix)  availability  of key
personnel;  (x)  industry  capacity  trends;  (xi)  changes in the  economic  or
financial impact of, or failure to comply with,  government  regulations;  (xii)
changes  brought about by e-commerce  initiatives  and (xiii)  completion of the
proposed merger with Cargill. As a result of the foregoing and other factors, no
assurance  can  be  given  as  to  future   results,   levels  of  activity  and
achievements, and neither Agribrands nor any other person assumes responsibility
for the accuracy  and  completeness  of these  forward-looking  statements.  Any
forward-looking  statements  contained  herein speak solely as of the date as of
which such  statements  are made,  and  Agribrands  undertakes  no obligation to
update any  forward-looking  statements to reflect events or circumstances after
the date on which such  statements  were made or to reflect  the  occurrence  of
unanticipated events.

         The  Company,  as a  supplier  of animal  feeds and other  agricultural
products,  is subject to the risks and uncertainties  associated with the animal
production  industry and the resulting  fluctuations  in demand for  Agribrands'
products.  The animal  production  industry,  and  consequently the animal feeds
industry,  in a  particular  country can be  negatively  affected by a number of
factors,  including the  following:  the market price of livestock,  poultry and
other animals and their food  products;  alternative  feed  sources;  changes in
consumer  demand for, and  consumption  of, grain,  meat,  fish,  milk and eggs;
outbreaks  of diseases in humans or animals  (such as BSE or "mad cow  disease,"
foot  and  mouth  disease  or  aviarian  virus);   real  estate  values;   urban
development;   weather   conditions;   government   farm  programs;   government
regulations;   tariffs,   restrictive  quota  and  trade  policies;   production
difficulties,  including capacity constraints and supply surpluses;  and general
economic conditions,  either local,  regional or global. In certain markets, the
increasing  nutritional  efficiency  of  available  feeds has  resulted in lower
volume demand for feeds.  Profit  pressure and  overcapacity  in various markets
have led to  consolidation  of both the feed  production  and animal  production
industries in those  markets.  Larger animal  producers have tended to integrate
their business by acquiring or constructing  feed production  facilities to meet
some or all of their feed  requirements,  and  consequently  have relied less on
outside suppliers of animal feeds.

                                       10
<PAGE>

         The animal  feeds and  agricultural  products  business  is expected to
remain highly competitive in the foreseeable future. Future growth opportunities
are expected to depend on the Company's  ability to implement its strategies for
competing  effectively  in  new,  growing  agricultural   markets,   maintaining
effective cost controls,  making strategic  acquisitions,  effectively  managing
customers changing preferences for complete feeds, concentrates or premixes, and
developing  and  implementing  methods  for  more  efficient  manufacturing  and
distribution operations,  including development of e-commerce strategies,  while
at the same time maintaining aggressive pricing and promotion of its products.


           QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

         Market risk is the  potential  loss  arising  from  adverse  changes in
market rates and prices,  such as commodity  prices,  interest rates and foreign
currency  exchange rates.  Market risk information is disclosed in the Company's
Form  10-K for the year  ended  August  31,  2000.  Agribrands  did not have any
material changes in market risk from August 31, 2000 to February 28, 2001.










                                       11
<PAGE>


<TABLE>
<CAPTION>
                                              AGRIBRANDS INTERNATIONAL, INC.
                                      CONSOLIDATED STATEMENT OF EARNINGS (UNAUDITED)
                                        (Dollars in millions except per share data)


                                                           Quarter Ended                          Six Months Ended
                                                     ------------------------------         -------------------------------
                                                     February 28,      February 29,         February 28,       February 29,
                                                         2001              2000                 2001               2000
                                                     ------------       -----------         ------------       ------------
<S>                                                   <C>                <C>                  <C>               <C>
Net Sales                                             $ 278.2            $ 288.1              $ 580.2           $ 589.0
Costs and Expenses                                    -------            -------              -------           -------
     Cost of products sold                              231.6              234.8                477.0             475.1
     Selling, general and administrative                 38.4               39.8                 80.5              80.7
     Merger expenses                                      1.4                -                    7.6               -
     Interest expense                                     0.9                0.6                  1.7               1.5
     Provisions for restructuring                         0.9                -                    1.5               -
     Other (income)/expense, net                         (1.5)              (3.6)                (2.3)             (5.8)
                                                      -------            --------             --------          --------
                                                        271.7              271.6                566.0             551.5
                                                      -------            --------             --------          --------
Earnings before Income Taxes                              6.5               16.5                 14.2              37.5
Income Taxes                                              2.6                5.5                  5.4              12.6
                                                      -------            --------             --------          --------
Net Earnings                                          $   3.9            $  11.0              $   8.8           $  24.9
                                                      =======            ========             ========          ========
Earnings Per Share
     Basic                                            $   .40            $  1.08              $   .90           $  2.42
                                                      =======            ========             ========          ========
     Diluted                                          $   .38            $  1.04              $   .86           $  2.34
                                                      =======            ========             ========          ========

</TABLE>



           See Accompanying Notes to Consolidated Financial Statements


                                       12
<PAGE>

                         AGRIBRANDS INTERNATIONAL, INC.
                CONDENSED CONSOLIDATED BALANCE SHEET UNAUDITED)
                              (Dollars in millions)

<TABLE>
<CAPTION>
                                                                           February 28,         August 31,
                                                                               2001                2000
                                                                         ------------------   ---------------
<S>                                                                           <C>                 <C>
Assets
Current Assets
     Cash and cash equivalents                                                $   154.4           $   174.6
     Short-term investments                                                         4.9                 -
     Receivables, less allowance for doubtful accounts                             76.9                75.4
     Inventories                                                                   96.4                96.6
     Other current assets                                                           8.4                 7.1
                                                                              ----------          -----------
       Total Current Assets                                                       341.0               353.7
                                                                              ----------          -----------

Investments and Other Assets                                                       58.3                59.5

Property at Cost                                                                  344.6               351.7
Accumulated Depreciation                                                         (186.2)             (183.3)
                                                                              ----------          -----------
                                                                                  158.4               168.4
                                                                              ----------          -----------

         Total                                                                $   557.7           $   581.6
                                                                              ==========          ===========

Liabilities and Shareholders' Equity
Current Liabilities
     Current maturities of long-term debt                                     $     0.9           $     0.4
     Notes payable                                                                 25.8                27.8
     Accounts payable and accrued liabilities                                     100.0               116.0
     Income taxes                                                                   3.3                 4.5
                                                                              ----------          -----------
       Total Current Liabilities                                                  130.0               148.7
                                                                              ----------          -----------

Long-Term Debt                                                                      9.4                10.7
Deferred Income Taxes and Other Liabilities                                        27.2                28.7

Shareholders' Equity
     Common stock                                                                    .1                  .1
     Capital in excess of par                                                     419.5               419.5
     Retained earnings                                                            103.9                95.1
     Common stock in treasury, at cost                                            (33.8)              (33.8)
     Accumulated other comprehensive loss                                         (98.6)              (87.4)
                                                                              ----------          -----------
     Total Shareholders' Equity                                                   391.1               393.5
                                                                              ----------          -----------

         Total                                                                $   557.7           $   581.6
                                                                              ==========          ===========
</TABLE>


           See Accompanying Notes to Consolidated Financial Statements

                                       13
<PAGE>

                         AGRIBRANDS INTERNATIONAL, INC.
           CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED)
                              (Dollars in millions)

<TABLE>
<CAPTION>
                                                                                         Six Months Ended
                                                                               -----------------------------------
                                                                                February 28,         February 29,
                                                                                    2001                 2000
                                                                               ----------------     --------------
<S>                                                                                <C>                  <C>
Cash Flow from Operations
     Net earnings                                                                 $     8.8             $   24.9
     Non-cash items included in income
       Depreciation and amortization                                                   11.8                 12.7
       Foreign exchange loss/(gain)                                                     2.6                 (1.0)
       Provision for doubtful accounts                                                  0.7                  1.4
       Deferred income taxes                                                           (1.2)                 3.3
     Changes in operating assets and liabilities used in operations                   (24.7)               (19.5)
     Other, net                                                                         2.9                 (1.5)
                                                                                  ----------            ----------
                      Net cash provided by operations                                   0.9                 20.3
                                                                                  ----------            ----------

Cash Flow from Investing Activities
     Property additions                                                                (9.2)               (12.0)
     Proceeds from the sale of property                                                 0.7                  0.6
     Proceeds from the sale of Korean pet food business                                 -                    2.0
     Purchase of marketable securities                                                 (8.5)                (5.0)
     Other, net                                                                        (0.6)                (0.2)
                                                                                  ----------            ----------
                      Net cash used by investing activities                           (17.6)               (14.6)
                                                                                  ----------            ----------

Cash Flow from Financing Activities
     Proceeds from issuance of long-term debt                                           0.4                  -
     Principal payments on long-term debt, including current maturities                (0.5)                (2.2)
     Net (decrease) increase in notes payable                                          (1.4)                 3.4
     Treasury stock purchases                                                           -                   (8.3)
                                                                                  ----------            ----------
                      Net cash used by financing activities                            (1.5)                (7.1)
                                                                                  ----------            ----------

Effect of Exchange Rate Changes on Cash and Cash Equivalents                           (2.0)                (0.7)
                                                                                  ----------            ----------
Net Decrease in Cash and Cash Equivalents                                             (20.2)                (2.1)
Cash and Cash Equivalents, Beginning of Period                                        174.6                178.0
                                                                                  ----------
                                                                                                        ----------
Cash and Cash Equivalents, End of Period                                          $   154.4             $  175.9
                                                                                  ==========            ==========
</TABLE>


           See Accompanying Notes to Consolidated Financial Statements

                                       14
<PAGE>

                         AGRIBRANDS INTERNATIONAL, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                              (Dollars in millions)


  Note 1 -    PROPOSED  MERGER.  On December 1, 2000,  Agribrands  and  Cargill,
              Incorporated  ("Cargill")  entered into an  Agreement  and Plan of
              Merger (the "Merger Agreement"), under which Cargill would acquire
              Agribrands  in a cash  merger  at a price  of  $54.50  per  share.
              Agribrands  elected to terminate its prior merger  agreement  with
              Ralcorp  Holdings,  Inc.  ("Ralcorp")  and as a result,  paid a $5
              million termination fee to Ralcorp.

              The Merger  Agreement  has been approved by  Agribrands'  Board of
              Directors upon the unanimous  recommendation of a committee of its
              independent directors. The transaction is expected to close around
              April 30, 2001 and is subject to various conditions, including the
              approval by two-thirds of Agribrands'  shareholders,  receipt of a
              ruling from the Internal  Revenue Service that the merger will not
              impact the tax-free  treatment of  Agribrands'  1998 spin-off from
              Ralston   Purina,   regulatory   approvals  and  other   customary
              conditions.  Cargill may waive the requirement for the tax ruling.
              Agribrands  mailed a proxy  statement to shareholders on or around
              March 21, 2001.


  Note 2 -    UNAUDITED  FINANCIAL   STATEMENTS.   The  accompanying   unaudited
              financial   statements  have  been  prepared  in  accordance  with
              generally  accepted  accounting   principles  and  applicable  SEC
              guidelines  pertaining to interim  financial  information.  In the
              opinion of management, all adjustments,  consisting only of normal
              recurring   adjustments    considered   necessary   for   a   fair
              presentation,  have  been  included.  Operating  results  for  any
              quarter  are not  necessarily  indicative  of the  results for any
              other  quarter or for the full year.  These  statements  should be
              read in conjunction  with the Company's  financial  statements and
              notes thereto for the year ended August 31, 2000.

              Certain previously reported amounts have been reclassified to make
              them consistent with the current year presentation. In particular,
              certain costs for fiscal 2000 have been  reclassified from cost of
              products sold to selling,  general and administrative expenses. In
              fiscal 2001, the Company changed its method of allocating costs to
              inventories  and cost of goods sold to exclude  certain items that
              are  more  appropriately   classified  as  selling,   general  and
              administrative  expenses.  The effect of this change on  inventory
              valuations at August 31, 2000 was immaterial.


  Note 3 - COMPREHENSIVE INCOME/(LOSS):
<TABLE>
<CAPTION>

                                                               Quarter Ended                     Six Months Ended
                                                       -------------------------------    -------------------------------
                                                       February 28,      February 29,     February 28,      February 29,
                                                           2001              2000             2001              2000
                                                       --------------    -------------    -------------     -------------
        <S>                                              <C>                 <C>            <C>                <C>
        Net earnings                                     $   3.9             $ 11.0         $   8.8            $ 24.9
        Foreign currency translation adjustment             (1.4)               0.4           (10.0)              0.2
        Unrealized losses on available-for-sale             (1.2)               -              (1.2)              -
            securities                                 --------------    -------------    -------------     -------------
        Comprehensive income/(loss)                      $   1.3             $ 11.4         $  (2.4)           $ 25.1
                                                       ==============    =============    =============     =============
</TABLE>

                                       15
<PAGE>

  Note 4  -   BUSINESS  SEGMENT  INFORMATION.  Sales,   profitability  and total
              assets are presented  below for each of the  Company's  reportable
              segments   along   with  a   reconciliation   of   total   segment
              profitability to total earnings before income taxes:

<TABLE>
<CAPTION>
                                                               Quarter Ended                        Six Months Ended
                                                     -----------------------------------   ------------------------------------
                                                     February 28,       February 29,       February 28,       February 29,
                                                           2001              2000                2001               2000
                                                     -----------------  ----------------   -----------------  -----------------
      <S>                                                <C>                <C>                <C>                <C>
      Net Sales - External:
           Americas                                      $ 128.5            $ 129.4            $ 269.8            $ 263.9
           Europe                                           65.4               73.6              128.8              150.5
           Asia                                             84.2               85.0              181.5              174.4
           Corporate and Tradico (U.S.)                      0.1                0.1                0.1                0.2
                                                     ---------------  ----------------   -----------------  -----------------
                Total                                    $ 278.2            $ 288.1            $ 580.2            $ 589.0
                                                     ===============  ================   =================  =================

      Net Sales - Intersegment:
           Americas                                      $   -              $   -              $   -              $   -
           Europe                                            -                  -                  -                  -
           Asia                                              -                  -                  -                  -
           Corporate and Tradico (U.S.)                     23.6               31.8               52.0               54.6
                                                     ---------------  ----------------   -----------------  -----------------
                Total                                    $  23.6             $ 31.8            $  52.0            $  54.6
                                                     ===============  ================   =================  =================

      Segment Profitability:
            Americas                                     $   4.2            $   4.3            $  11.2            $  12.1
            Europe                                           2.4                3.0                6.0                7.5
            Asia                                             5.6                9.7               14.0               20.4
            Corporate and Tradico (U.S.)                    (4.0)              (3.5)              (8.5)              (6.8)
                                                     ---------------  ----------------   -----------------  -----------------
                                                             8.2               13.5               22.7               33.2
           Merger expenses                                  (1.4)               -                 (7.6)               -
           Provisions for restructuring                     (0.9)               -                 (1.5)               -
           Interest expense                                 (0.9)              (0.6)              (1.7)              (1.5)
           Other income/(expense), net                       1.5                3.6                2.3                5.8
                                                     ---------------  ----------------   -----------------  -----------------
                Earnings before Income Taxes             $   6.5             $ 16.5            $  14.2            $  37.5
                                                     ===============  ================   =================  =================

      Depreciation and Amortization:
           Americas                                      $   1.8            $   1.9            $   3.6            $   3.7
           Europe                                            1.6                1.8                3.3                3.7
           Asia                                              2.2                2.5                4.5                4.9
           Corporate and Tradico (U.S.)                      0.2                0.2                0.4                0.4
                                                     ---------------  ----------------   -----------------  -----------------
                Total                                    $   5.8            $   6.4            $  11.8            $  12.7
                                                     ===============  ================   =================  =================
</TABLE>

<TABLE>
<CAPTION>
                                                        February 28,          August 31,
                                                            2001                 2000
                                                     -------------------  -------------------
      <S>                                                  <C>                  <C>
      Total Assets:
           Americas                                        $ 158.0              $ 175.5
           Europe                                             96.5                 93.5
           Asia                                              144.8                162.2
           Corporate and Tradico (U.S.)                      158.4                150.4
                                                     -------------------  -------------------
                Total                                      $ 557.7              $ 581.6
                                                     ===================  ===================
</TABLE>

                                       16
<PAGE>
  Note 5 -    SUPPLEMENTAL BALANCE SHEET INFORMATION:
<TABLE>
<CAPTION>
                                                                  February 28,        August 31,
                                                                     2001                2000
                                                               ------------------   ----------------
      <S>                                                          <C>                  <C>
      Receivables:
           Gross receivables                                       $   88.4             $   87.5
           Allowance for doubtful accounts                            (11.5)               (12.1)
                                                               ------------------   ----------------
                                                                   $   76.9             $   75.4
                                                               ==================   ================

      Inventories:
           Raw materials and supplies                              $   75.6             $   77.0
           Finished products                                           20.8                 19.6
                                                               ------------------   ----------------
                                                                   $   96.4             $   96.6
                                                               ==================   ================
      Investments and Other Assets:
           Goodwill, net of accumulated amortization of            $   25.9             $   27.1
             $9.5 at February 28 and $8.6 at August 31
           Investments in affiliated companies                          7.4                  7.0
           Investments in marketable securities                        11.8                 10.0
           Deferred charges and other assets                           13.2                 15.4
                                                               ------------------   ----------------
                                                                   $   58.3             $   59.5
                                                               ==================   ================

      Accounts payable and accrued liabilities:
           Trade accounts payable                                  $   67.2             $   72.2
           Incentive compensation, salaries and vacations              10.4                 14.2
           Restructuring reserves                                       0.1                  0.5
           Other items                                                 22.3                 29.1
                                                               ------------------   ----------------
                                                                   $  100.0             $  116.0
                                                               ==================   ================
</TABLE>
  Note 6 -    RESTRUCTURING.   In  the  current  quarter,   Agribrands  recorded
              provisions for restructuring  which reduced earnings before income
              taxes  and  net  earnings  by  $0.9  million  and  $0.5   million,
              respectively.  In the six months  ended  February  28,  2001,  the
              Company  recorded   provisions  for  restructuring  which  reduced
              earnings  before income taxes and net earnings by $1.5 million and
              $0.9 million,  respectively.  These charges represented  primarily
              severance costs  associated  with the  streamlining of Agribrands'
              operations in Mexico and Spain.  The  restructurings  provided for
              the termination of 27 administrative and production employees, all
              of whom have been  released as of February 28, 2001.  Beginning in
              fiscal 2002, these restructuring actions are expected to result in
              annual  pre-tax cost savings of  approximately  $1.2 million.  The
              following table  summarizes the activity within the  restructuring
              reserves  during the quarter  and six months  ended  February  28,
              2001.  Substantially  all actions  associated  with the  remaining
              reserves  are  expected to be  completed  by the end of the fiscal
              year.
<TABLE>
<CAPTION>
                                                               Quarter Ended                        Six Months Ended
                                                     -----------------------------------   ---------------------------------
                                                     February 28,       February 29,       February 28,       February 29,
                                                           2001              2000                2001               2000
                                                     -----------------  ----------------   -----------------  --------------
           <S>                                           <C>               <C>                 <C>               <C>
           Reserves at Beginning of Period               $  0.8            $   -               $  0.5            $   -
           Provision                                        0.9                -                  1.5                -
           Spending                                        (1.6)               -                 (1.9)               -
                                                     --------------     -------------      --------------     --------------
           Reserves at End of Period                     $  0.1            $   -               $  0.1            $   -
                                                     ==============    ==============      ==============     ==============
</TABLE>
                                       17
<PAGE>
  Note 7 - OTHER (INCOME)/EXPENSE, NET:

<TABLE>
<CAPTION>
                                                              Quarter Ended                        Six Months Ended
                                                     -------------------------------        -------------------------------
                                                     February 28,       February 29,        February 28,       February 29,
                                                         2001               2000                2001               2000
                                                     ------------       ------------        ------------       ------------
          <S>                                         <C>                <C>                <C>                  <C>
          Foreign exchange loss/(gain)                $   1.1            $  (1.3)           $   2.6              $  (1.0)
          Investment income                              (2.6)              (2.3)              (4.9)                (4.8)
                                                      --------           --------           --------             --------
                                                      $  (1.5)           $  (3.6)           $  (2.3)             $  (5.8)
                                                      ========           ========           ========             ========
</TABLE>

  Note 8 -    COMMON  STOCK.   There  were  9,813,851  shares  of  common  stock
              outstanding at February 28, 2001 and August 31, 2000.

  Note 9 -    EARNINGS  PER  SHARE.  Basic  earnings  per  share is based on the
              average  number of common  shares  outstanding  during the period.
              Diluted  earnings  per  share is based on the  average  number  of
              shares used for the basic earnings per share calculation, adjusted
              for the dilutive effect of stock options. The following table sets
              forth the computation of basic and diluted earnings per share:

<TABLE>
<CAPTION>
                                                                   Quarter Ended                      Six Months Ended
                                                         ----------------------------------   ----------------------------------
                                                           February 28,     February 29,       February 28,      February 29,

                                                               2001             2000               2001              2000
                                                         ----------------- ----------------   ---------------- -----------------
    <S>                                                     <C>              <C>                <C>              <C>
    Numerator:
       Net earnings                                         $      3.9       $      11.0        $       8.8      $      24.9
                                                            ==========       ===========        ===========      ===========
    Denominator:
       Weighted average shares outstanding                   9,813,851        10,215,321          9,813,851       10,291,814
       Assumed conversion of stock options                     474,544           324,583            391,948          361,191
                                                            ----------       -----------        -----------      -----------
       Weighted average shares - assuming dilution          10,288,395        10,539,904         10,205,799       10,653,005
                                                            ==========        ==========         ==========      ===========

    Basic earnings per share (1)                            $      .40       $      1.08        $       .90      $      2.42
                                                            ==========       ===========        ===========      ===========
    Diluted earnings per share (1)                          $      .38       $      1.04        $       .86      $      2.34
                                                            ==========       ===========        ===========      ===========

<FN>
        (1)  The  sum  of  quarterly  EPS  data  will  not   necessarily   equal
year-to-date EPS data.
</FN>
</TABLE>

  Note 10 -   INVESTMENTS IN MARKETABLE SECURITIES.

              On December  12,  2000,  the  Company  purchased  $6.0  million of
              Pacific Gas & Electric  Company  commercial paper which matured on
              February 28, 2001. Agribrands initially classified this investment
              as held-to-maturity because it had the positive intent and ability
              to hold  the  security  until  maturity.  However,  Pacific  Gas &
              Electric  Company  defaulted on all of its commercial  paper which
              matured on February 28,  2001.  As a result of this  default,  the
              Company has  reclassified its investment in Pacific Gas & Electric
              Company  commercial  paper as  available-for-sale  at February 28,
              2001. The bid price for Pacific Gas & Electric utility  commercial
              paper as of February 28th was 82% of accreted  value.  The Company

                                       18
<PAGE>

              believes this represents a temporary  decline in the fair value of
              the security  below its amortized cost because the issues that led
              to the default are being addressed by the State of California, the
              utilities,  and Federal  agencies.  The primary  issue causing the
              default on  payments  is the  failed  effort at  electric  utility
              deregulation  in  California.  The State of  California  is in the
              process of a large bond  offering to assist  California  utilities
              with  their  outstanding  obligations.  ^ The State of  California
              Public Utility  Commission has increased  utility rates to further
              support  the  utilities.   Pacific  Gas  &  Electric  Company  has
              indicated  that it will  continue to pay interest on all defaulted
              maturities  until payment of the  defaulted  amount can be made in
              full.  However,  there  is no  assurance  Pacific  Gas &  Electric
              Company will make the payments or refrain from seeking  protection
              from creditors in bankruptcy or other proceedings.

              Investments in marketable  securities at February 28, 2001 include
              shares of various mutual fund securities which are on deposit in a
              trust to support key man split dollar life insurance.  Under terms
              of  the  trust  agreement,  the  shares  of  various  mutual  fund
              securities are available for sale at the discretion of Agribrands.
              The trust agreement limits  Agribrands' gross proceeds at the time
              of the sale to its original cost basis.  At February 28, 2001, the
              original  cost basis and  aggregate  fair value of the mutual fund
              securities were $12.5 million and $11.8 million, respectively.

              Available-for-sale  securities are carried at fair value, which is
              based on quoted market  prices.  The  difference  between the fair
              value and cost basis of these securities,  net of tax, is shown as
              a separate component within  Accumulated Other  Comprehensive Loss
              in the  shareholders  equity section of the  Consolidated  Balance
              Sheet.  The table below  shows the  aggregate  fair  value,  gross
              unrealized  holding loss, tax benefit,  and net unrealized holding
              loss  for  the  Company's  available-for-sale   securities  as  of
              February 28, 2001.
<TABLE>
<CAPTION>
                                          Aggregate     Gross Unrealized                     Net Unrealized
                                         Fair Value       Holding Loss       Tax Benefit      Holding Loss
                                        -----------     ----------------     -----------     --------------
           <S>                            <C>               <C>               <C>               <C>
           Short-term investments         $   4.9           $   1.1           $   0.4           $   0.7
           Long-term investments             11.8               0.7               0.2               0.5
                                          -------           --------          -------           -------
                                          $  16.7           $   1.8           $   0.6           $   1.2
                                          =======           ========          =======           =======
</TABLE>

  Note 11 -   DERIVATIVE FINANCIAL INSTRUMENTS. Effective September 1, 2000, the
              Company adopted  Statement of Financial  Accounting  Standards No.
              133 (FAS 133),  "Accounting for Derivative Instruments and Hedging
              Activities."  FAS 133  establishes  standards for  recognition and
              measurement of derivatives and hedging activities.  The transition
              adjustments  resulting  from the adoption of this  Statement  were
              immaterial  to the  Company's  results of  operations in the first
              quarter of fiscal 2001.

              The  Company  currently  uses  derivative  instruments,  primarily
              foreign   exchange   forward   contracts  and  commodity   futures
              contracts,  to manage certain foreign  exchange rate and commodity
              price  risks  that  are  inherent  to  its  business   operations.
              Derivatives  used by the Company have an initial term of less than
              one year.  Company policy allows for the use of  derivatives  only
              for identifiable  exposures,  and therefore,  the Company does not
              enter into derivative  instruments for trading  purposes where the
              objective is to generate profits. Beginning September 1, 2000, all
              derivative  instruments  are carried on the balance  sheet at fair
              value as required by FAS 133 with changes in value being reflected
              in current  period  operating  results.  Since its adoption of FAS
              133, the Company has elected not to apply hedge  accounting to any
              of its derivatives.

                                       19
<PAGE>

              With respect to foreign exchange risk, the Company's  objective is
              to limit  potential  losses in earnings or cash flows from adverse
              foreign currency  exchange rate movements.  The Company's  foreign
              currency  exposures  arise  from  transactions  denominated  in  a
              currency other than an entity's functional  currency.  The Company
              primarily uses foreign  exchange  forward  contracts to offset the
              transaction  gains  and  losses  on  recognized  foreign  currency
              denominated  assets and  liabilities.  The Company  does not apply
              hedge  accounting  to such  arrangements  because the  transaction
              gains and losses on the foreign  currency  denominated  assets and
              liabilities  are naturally  offset to a great extent in the income
              statement by the losses and gains on the derivative.

              For  internal  control  reasons,  Agribrands  uses  a  centralized
              approach to  commodity  price risk  management.  The Company  uses
              commodity   futures  contracts  with  the  objective  of  reducing
              commodity  price risks  related to raw material  requirements  for
              commodities  such as corn,  wheat and soybean meal.  The Company's
              commodity   futures  and  options  trades  are  conducted   almost
              exclusively  at the corporate  level and with the Chicago Board of
              Trade.  While  Agribrands has  considerable  exposure to commodity
              prices,  it does  relatively  little  hedging due to  complexities
              presented  by  the  Company's  foreign  operations.  Many  of  the
              Company's  hedging  transactions  may not be  eligible  for  hedge
              accounting on the basis of FAS 133's high  effectiveness  rule and
              the  requirement  that the party at risk be a party to the  hedge.
              For these  reasons,  the  Company  has  elected not to apply hedge
              accounting  to any of its  commodity  hedges.  Changes in the fair
              value of commodity  futures and option  contracts  are  recognized
              immediately in earnings on the cost of products sold line.


PART II -     OTHER INFORMATION

              There is no  information  required to be reported  under any items
except those indicated below.


Item 6.       Exhibits and Reports on Form 8-K

              (a)     Exhibits filed with this Report:

                      None

              (b)     Reports on Form 8-K:

                      Current  Report on Form 8-K filed  December  4, 2000 which
                      incorporated under Item 5, Other Events, the Agreement and
                      Plan of  Reorganization,  dated  December  1,  2000 by and
                      among  Cargill,  Agribrands  and Abacus and a joint  press
                      release,  dated December 4, 2000, describing the Company's
                      announcement   regarding   the   signing   of  the  merger
                      agreement.

                                       20
<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.


                                                  AGRIBRANDS INTERNATIONAL, INC.
                                                  ------------------------------
                                                  Registrant

                                                  By: / s / David R. Wenzel
                                                  ------------------------------
                                                  David R. Wenzel
                                                  Chief Financial Officer

Date:  April 4, 2001


                                       21