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 29, 2000

                           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 March 29, 2000:

                                   10,109,101

<PAGE>


PART I -          FINANCIAL INFORMATION


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

         The  following  discussion  is a summary of the key factors  management
considers  necessary in reviewing  Agribrands  results of operations,  operating
segment results, liquidity and capital resources. Management has also included a
section on key measures and concepts for understanding the business.

         Agribrands   International,   Inc.   (the   "Company")   is  a  leading
international   producer  and  marketer  of  formula   animal  feeds  and  other
agricultural  products.  Prior to April 1, 1998,  the Company was a wholly-owned
subsidiary  of  Ralston  Purina  Company  ("Ralston").  On  that  date,  Ralston
distributed  the common stock of the Company to its  shareholders  in a tax-free
spin-off (the "Distribution").  The Company is a successor to Ralston's over 100
years of experience in the animal feeds and agricultural products industry.

         The  production  and sale of animal  feed was the  primary  business of
Ralston when it was established in 1894. From that date until the  Distribution,
Ralston built and maintained  its industry  position by  consistently  providing
high-quality,  research-proven  products and  customer  service.  Although  this
business  originated in the United  States,  it expanded  throughout  the world,
entering the Americas (outside of the United States) in 1927, Europe in 1957 and
Asia in 1967. The Company now operates 70 manufacturing  plants in 16 countries,
and has more than thirty years' experience operating across four continents. The
primary  animal feed  business of  Agribrands  is conducted  almost  exclusively
outside the United States.  In 1986,  Ralston sold Purina Mills,  Inc., its U.S.
animal feeds and agricultural  products  business.  Purina Mills is unrelated to
Agribrands.


                  REVIEW OF CONSOLIDATED RESULTS OF OPERATIONS

         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).

Net Sales

         Consolidated  net sales  decreased  $22.6 million or 7.3% in the second
quarter and $54.1  million or 8.4% in the six months ended  February 29, 2000 as
compared to the same periods last year.  Net sales  declined in both periods due
to lower feed sales volume and lower  average  selling  prices.  Weakness in the
Americas and Europe regions caused consolidated volume to decline 15,300 tons or
1.3% in the  second  quarter  and 67,200  tons or 2.7% in the six month  period.
Average selling prices declined in all three regions where Agribrands  primarily
operates due to lower  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.

Operating Profit

         Operating  profit decreased $2.2 million or 14.0% in the second quarter
and $4.4 million or 11.7% in the six months ended  February 29, 2000 as compared
to the  same  periods  last  year.  For the  second  quarter,  operating  profit
decreased due to lower volume and higher operating  expenses in the Americas and
lower volume and lower margins in Europe.  For the six month  period,  operating
profit decreased  primarily as a result of lower volume and lower margins in the
Americas  and  Europe.  The  decline in  operating  profit for both  periods was
mitigated somewhat by better results from the Asia region.

                                       2
<PAGE>

Interest Expense and Other Income/Expense

         Interest  expense  totaled $0.6 million and $1.5 million for the second
quarter and six months ended February 29, 2000,  respectively,  compared to $2.3
million and $5.2  million  for the same  periods  last year.  The  decreases  in
interest expense for both periods were due to both lower average  borrowings and
lower  interest rates in the foreign  markets where the Company had  outstanding
borrowings.

         Other  income/expense,  net changed  favorably  by $4.3  million in the
second  quarter  and $3.8  million in the six months  ended  February  29,  2000
compared to the same  periods last year.  The Company  recognized a $1.3 million
foreign  exchange gain in the second  quarter of this year versus a $3.6 million
foreign  exchange loss in the second quarter of last year. In this year's second
quarter,  the Brazilian Real strengthened versus the U.S. Dollar resulting in an
exchange  gain on U.S.  Dollar debt carried in Brazil.  However,  in last year's
second quarter, the Real devalued significantly versus the Dollar accounting for
all of the Company's  $3.6 million  exchange  loss.  Investment  income was $0.6
million  lower in this year's  second  quarter and $0.7 million lower in the six
months  ended  February  29,  2000  despite an increase in the level of interest
bearing  investments.  This was  mainly  the  result of  increased  holdings  of
tax-free securities which have slightly lower stated returns.

Net Earnings

         Net  earnings  were  $11.0  million  and $24.9  million  for the second
quarter and the six months ended  February 29, 2000,  respectively,  compared to
$7.8 million and $18.9  million for the same periods  last year.  Income  taxes,
which include United States and foreign  taxes,  were 33.3% and 33.6% of pre-tax
earnings  for the second  quarter and the six months  ended  February  29, 2000,
respectively,  compared to 40.9% and 45.8% for the same periods  last year.  The
lower  effective  rate for the current  periods  primarily  resulted  from lower
withholding  taxes on the  repatriation  of foreign  earnings and a reduction of
valuation  allowances  against  foreign tax credit  carryforwards  in the United
States. In addition,  a larger percentage of the Company's  investment income is
now derived from tax-free securities.

                                       3
<PAGE>
<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 29, 2000:
-------------------------------
Net sales                               $    129.4          $   73.6         $   85.0           $  0.1         $    288.1
Operating profit                        $      4.3          $    3.0         $    9.7           $ (3.5)        $     13.5

Tons of feed product sold                  509,200           352,000          332,900              600          1,194,700
Income over ingredient cost             $     32.1          $   23.6         $   25.2           $  0.1         $     81.0

Quarter Ended February 28, 1999:
-------------------------------
Net sales                               $    138.1          $   87.9         $   84.7              -           $    310.7
Operating profit                        $      6.4          $    4.6         $    8.3           $ (3.6)        $     15.7

Tons of feed product sold                  525,000           376,000          309,000              -            1,210,000
Income over ingredient cost             $     33.1          $   29.4         $   23.0              -           $     85.5

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

Tons of feed product sold                1,033,900           710,000          675,900            1,000          2,420,800
Income over ingredient cost             $     67.6          $   50.0         $   51.7              -           $    169.3

Six Months Ended February 28, 1999:
----------------------------------
Net sales                               $    287.4          $  183.4         $  172.3              -           $    643.1
Operating profit                        $     15.8          $   10.4         $   17.9           $ (6.5)        $     37.6

Tons of feed product sold                1,082,000           768,000          638,000              -            2,488,000
Income over ingredient cost             $     73.4          $   61.5         $   45.5              -           $    180.4

</TABLE>

Americas

         Net sales in the Americas  segment  (which  excludes the United States)
decreased  $8.7 million or 6.3% in the second  quarter and $23.5 million or 8.2%
in the six months  ended  February 29, 2000 as compared to the same periods last
year.  The decreases in net sales were the result of both lower volume and lower
average selling  prices.  Feed volume declined 15,800 tons or 3.0% in the second
quarter  primarily  as a result of  weakness  in  consumer  purchasing  power in
Colombia and Peru and a depressed hog market in Mexico.  Average  selling prices
for the  Americas  declined $9 per ton in the second  quarter and $10 per ton in
the six month period  primarily as a result of lower ingredient costs in most of
the countries included in the Americas segment. This is consistent with the feed
industry's practice of adjusting prices to reflect changes in ingredient costs.

         Operating  profit in the  Americas  segment  decreased  $2.1 million or
32.8% in the second  quarter and $3.7  million or 23.4% in the six months  ended
February  29,  2000 as compared to the same  periods  last year.  For the second
quarter, the decline in feed volume caused a $1.0 million decline in income over
ingredient  cost (IOIC) as IOIC per ton was flat  compared to last year.  Higher
operating  expenses in Brazil also  contributed to the decline in second quarter
operating  profit.  For the six month period,  operating  profit  decreased $3.7
million as a $5.8  million  decline in IOIC was only  partially  offset by lower
operating  expenses.  IOIC  declined $5.8 million due to lower margins in Brazil

                                       4
<PAGE>

and both lower volume and lower margins in Colombia.  Dollar-translated  margins
in Brazil are still well below the levels  experienced prior to the January 1999
devaluation  of the  Brazilian  Real while  Colombia is  experiencing  difficult
economic conditions. Operating expenses decreased $2.1 million in the six months
ended  February  29, 2000 as last year's first  quarter  included a $1.8 million
charge incurred to settle a claim by a former joint venture partner in Chile.

Europe

         Net sales in the Europe segment decreased $14.3 million or 16.3% in the
second  quarter and $32.9 million or 17.9% in the six months ended  February 29,
2000 as compared to the same  periods  last year.  The  decrease in net sales in
both periods was due to a combination of lower volume and lower average  selling
prices.  Feed volume  declined by 24,000 tons or 6.4% in the second quarter with
most of the decline  occurring in Spain and the  remainder  occurring in France,
Hungary and Italy. Feed volume declined by 58,000 tons or 7.6% in the six months
ended February 29, 2000 due in part to the December 1998 sale of an unprofitable
subsidiary of the Company's  French  operations.  Average selling prices for the
Europe segment declined $25 per ton in the second quarter and $27 per ton in the
six  month  period  mainly  as a  result  of both  lower  ingredient  costs  and
translation  of local  currency  revenues at weaker  foreign  currency  exchange
rates.

         Operating profit in the Europe segment  decreased $1.6 million or 34.8%
in the second quarter and $2.9 million or 27.9% in the six months ended February
29, 2000 as compared to the same periods last year.  IOIC  declined $5.8 million
in the second  quarter  and $11.5  million  in the six month  period due to both
lower feed volume and lower  margins.  IOIC per ton  declined $11 per ton in the
second quarter and $10 per ton in the six month period  primarily as a result of
translating  relatively  stable local currency margins at  significantly  weaker
exchange  rates  versus the U.S.  Dollar.  The declines in IOIC for both periods
were mostly offset by lower  operating  expenses also due to  translating  local
currency costs at weaker exchange rates.  Dollar-translated  operating  expenses
decreased  by $4.2  million in the second  quarter  and $8.6  million in the six
months period.

Asia

         Net sales in the Asia  segment  increased  $0.3  million or 0.4% in the
second  quarter and $2.1  million or 1.2% in the six months  ended  February 29,
2000 as compared to the same  periods  last year.  Net sales  increased  in both
periods due to a rise in volume.  Feed volume in Asia  increased  23,900 tons or
7.7% in the  second  quarter  and  37,900  tons or 5.9% in the six month  period
primarily  as a result  of new sales  promotional  campaigns  in Korea.  Average
selling  prices for the Asia segment  declined $19 per ton in the second quarter
and $12 per ton in the six month period primarily due to lower ingredient costs.
This is  consistent  with the feed  industry's  practice of adjusting  prices to
reflect changes in ingredient costs.

         Operating profit in the Asia segment increased $1.4 million or 16.9% in
the second  quarter and $2.5 million or 14.0% in the six months  ended  February
29, 2000 as compared to the same periods last year.  IOIC increased $2.2 million
in the second  quarter and $6.2  million in the six month  period  mainly due to
higher feed volume and higher  margins in Korea.  The  increase in IOIC for both
periods  were  partially  offset by higher  operating  expenses.  For the second
quarter,  operating expenses increased $0.8 million mainly due to an increase in
depreciation  associated  with recent  capital  expenditures.  For the six month
period,  operating expenses increased $3.7 million primarily as a result of both
expenses incurred for new Korean sales promotional  campaigns and translation of
local currency costs at stronger foreign currency exchange rates versus the U.S.
Dollar.

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

                                       5
<PAGE>

ingredients,  equipment and feed products primarily to affiliates. In the second
quarter  of fiscal  year  2000,  Tradico  recorded  intercompany  sales of $31.8
million.

         On an  operating  profit  basis,  the  corporate  and  Tradico  segment
recorded  losses of $3.5  million and $6.8 million in the quarter and six months
ended February 29, 2000,  respectively.  These losses are related to unallocated
corporate administrative items.


                         LIQUIDITY AND CAPITAL RESOURCES

         Cash flows from operations were $20.3 million and $52.2 million for the
six months ended  February 29, 2000 and  February  28, 1999,  respectively.  The
decrease in operating cash flows between the two periods primarily resulted from
changes in working capital during the respective periods.  During the six months
ended February 29, 2000, approximately $10.7 million of cash was used to fund an
increase in inventories  and another $7.0 million was used to fund a decrease in
accounts  payable and accrued  liabilities.  Most of the increase in inventories
relates to  strategic  grain  purchases  made in Asia.  The decrease in accounts
payable and  accrued  liabilities  primarily  relates to the payment of employee
bonuses,  dealer  incentives  and other  obligations  that existed at August 31,
1999.  During the six months ended  February 28, 1999,  the Company  experienced
favorable  changes in working capital  including the collection of approximately
$12 million due from Ralston.

         Capital   expenditures,   primarily  to  replace  or  enhance  existing
production facilities and equipment, totaled $12.0 million and $15.8 million for
the six months ended February 29, 2000 and February 28, 1999, respectively.  The
Company  has  a  formal  review  procedure  for  the  authorization  of  capital
expenditures.  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.
The Company has generally  financed its seasonal and other working capital needs
through  short-term  borrowings  provided by local foreign banks and branches of
multi-national  banks.  Currently,  the  Company is  borrowing  very little from
outside  lenders as investment  earnings on its U.S. cash balances are generally
less than the cost of external  borrowings.  Intercompany loans are an important
vehicle  for funding  cash needs in one  location  with excess cash  balances of
another.

         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. During the six months ended February 29, 2000, the Company purchased
180,204 shares of Agribrands' common stock for $8.3 million.  In March 2000, the
Company   purchased  an  additional  95,000  shares  of  its  common  stock  for
approximately $3.3 million.


            KEY MEASURES AND CONCEPTS FOR UNDERSTANDING THE BUSINESS

Income Over Ingredient Cost (IOIC)

         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 (which is equal to
net sales minus the cost of ingredients),  rather than sales dollars, is the key

                                       6
<PAGE>

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.

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 the 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 are measured  using the  exchange  rate at the
               time inventory was purchased rather than the exchange rate at the
               time finished product was sold.

          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 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 quarter and six months ended
February 29, 2000:

                                       7
<PAGE>

<TABLE>
<CAPTION>

                                                                                   Dollar-based EBITDA
                                                                                  (Dollars in millions)

                                                           -----------------------------     -------------------------------
                                                                   Quarter Ended                     Six Months Ended
                                                           -----------------------------      ------------------------------
                                                           February 29,     February 28,      February 29,      February 28,
                                                               2000             1999              2000              1999
                                                           ------------     ------------      ------------      ------------
  <S>                                                          <C>             <C>               <C>              <C>
  Earnings before Income Taxes                                 $ 16.5          $ 13.2            $ 37.5           $ 34.9
  Add:   Loss/(gain) on sale of property                          -              (0.5)              -               (0.5)
         Depreciation and amortization                            6.4             6.0              12.7             11.7
         Interest expense                                         0.6             2.3               1.5              5.2
                                                               -------         -------           -------          --------
  EBITDA reported under FAS 52                                   23.5            21.0              51.7             51.3
  Adjustments to report EBITDA on a Dollar basis:
  1)   Difference in cost of sales for ingredient costs           0.4            (0.8)             (0.5)            (3.3)
  2)   Reversal of foreign exchange loss/(gain)                  (1.3)            3.6              (1.0)             3.5
       reported under FAS 52
  3)   Dollar-based foreign exchange gain/(loss)                  1.4             3.8               3.0              0.2
                                                               -------         -------           -------          -------
  EBITDA reported on a U.S. Dollar basis                       $ 24.0          $ 27.6            $ 53.2           $ 51.7
                                                               =======         =======           =======          ========
</TABLE>

Explanation of adjustments to EBITDA:

1)   Difference  in cost of  sales  for  ingredient  costs.  Under  Dollar-based
     accounting,  inventories are initially  recorded and maintained in Dollars.
     Under FAS 52,  ingredient  costs were $0.4  million  higher in the  quarter
     ended February 29, 2000 mainly due to recent strengthening of the Brazilian
     Real and  Korean  Won,  but  partially  offset  by  weakening  of the Euro.
     Ingredient costs were  significantly  lower under FAS 52 in the quarter and
     six months ended February 28, 1999 as the Brazilian Real devalued by around
     40% versus the Dollar in January 1999.

2)   Reversal of foreign  exchange  gains and losses  reported  under FAS 52. In
     last year's second  quarter,  the Company  reported a $3.6 million  foreign
     exchange  loss  under FAS 52. All of this  exchange  loss was  incurred  in
     Brazil,  where the Company  carried U.S.  Dollar  denominated  debt and the
     local currency devalued significantly versus the Dollar.

3)   Dollar-based  foreign  exchange  gains and losses.  If Agribrands  had used
     Dollar-based   accounting  worldwide,  it  would  have  recognized  foreign
     exchange  gains of $1.4  million  and $3.0  million in the  quarter and six
     months ended February 29, 2000, respectively.  Most of these gains occurred
     in Europe,  where the Company has net liabilities  denominated in the Euro.
     During  the current fiscal year as the Euro has weakened, these liabilities
     have decreased in Dollar terms resulting in a foreign exchange gain.


                     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

                                       8
<PAGE>

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 September 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.

         Over  the  past  six  months,   year-over-year  comparisons  have  been
influenced  by a number  of  environmental  factors.  In  Europe,  for  example,
unusually  high margins in the prior year have been  followed  with current year
margins below long-term norms.  Management believes this effect is primarily the
result of short-term exchange rate variations rather than any fundamental change
in the profit  characteristics  of the business.  Year-over-year  results in the
Europe region have been further hurt by depressed results in Hungary.

         Performance  in the  Americas  region has  declined  due  primarily  to
problems in Brazil and Colombia. Operational issues are being addressed, but the
agricultural  sectors in both of these  countries  remain very  depressed.  Asia
region improvement has partially offset the declines in Europe and the Americas.
In Asia,  environmental  factors  are having the  opposite  effect as  depressed
conditions  in the prior  two years  have  given way to much  stronger  economic
performance.  Here  again,  the effect of macro  economic  conditions  has had a
larger impact on results than fundamental  changes to our business and industry.
Nevertheless, the feed and agricultural industries in Korea are rapidly evolving
toward more efficient  structures  which will place pressure on the  traditional
feed sector.

         In the near term,  conditions  in certain  European and Latin  American
countries will continue to negatively influence year-over-year  comparisons.  On
the other hand,  European  comparisons  should be helped by weak earnings in the
fourth  quarter  of fiscal  1999.  Asia is  unlikely  to  continue  such  strong
year-over-year  performance  based on very strong earnings in the second half of
fiscal 1999. On a consolidated basis, operating performance for each of the next
two quarters should exceed that of the recently completed second quarter.

         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 Brazil,  Canada,
Colombia,  Mexico and Korea.  As discussed  earlier,  management  focuses on the
Company's  exposure to the change in the Dollar value of net  monetary  asset or


                                       9
<PAGE>

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, Colombian Pesos and Philippine Pesos.

                   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 and (xii)
changes  brought about by e-commerce  initiatives.  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.

<TABLE>
<CAPTION>


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

                                                     Quarter Ended                      Six Months Ended
                                               ----------------------------      ------------------------------
                                               February 29,    February 28,      February 29,      February 28,
                                                   2000            1999             2000               1999
                                               ------------    ------------      ------------      ------------
<S>                                            <C>              <C>              <C>               <C>
Net Sales                                      $ 288.1          $ 310.7          $ 589.0           $ 643.1
                                               -------          -------          -------           -------
Costs and Expenses
     Cost of products sold                       241.7            260.7            488.9             534.4
     Selling, general and administrative          32.9             34.3             66.9              71.1
     Interest                                      0.6              2.3              1.5               5.2
     Gain on sale of property                      -               (0.5)             -                (0.5)
     Other (income)/expense, net                  (3.6)             0.7             (5.8)             (2.0)
                                               -------          -------          -------           -------
                                                 271.6            297.5            551.5             608.2
                                               -------          -------          -------           -------
Earnings before Income Taxes                      16.5             13.2             37.5              34.9
Income Taxes                                       5.5              5.4             12.6              16.0
                                               -------          -------          -------           -------
Net Earnings                                   $  11.0          $   7.8          $  24.9           $  18.9
                                               =======          =======          =======           =======
Earnings Per Share
     Basic                                     $  1.08          $   .73          $  2.42           $  1.77
                                               =======          =======          =======           =======
     Diluted                                   $  1.04          $   .72          $  2.34           $  1.76
                                               =======          =======          =======           =======
</TABLE>


           See Accompanying Notes to Consolidated Financial Statements


                                       11
<PAGE>
<TABLE>

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

<CAPTION>

                                                              February 29,          August 31,
                                                                  2000                 1999
                                                              -------------         -----------
<S>                                                             <C>                   <C>
Assets
Current Assets
     Cash and cash equivalents                                  $   174.1             $ 174.5
     Short-term investments                                           1.8                 3.5
     Receivables, less allowance for doubtful accounts               73.5                77.0
     Inventories                                                     90.9                81.3
     Other current assets                                             5.3                 4.6
                                                                -----------           ---------
       Total Current Assets                                         345.6               340.9
                                                                -----------           ---------

Investments and Other Assets                                         55.5                51.3

Property at Cost                                                    352.8               346.3
Accumulated Depreciation                                           (179.9)             (172.3)
                                                                -----------           ---------
                                                                    172.9               174.0
                                                                -----------           ---------

         Total                                                  $   574.0             $ 566.2
                                                                ===========           =========

Liabilities and Shareholders' Equity
Current Liabilities
     Current maturities of long-term debt                       $     0.5             $   2.4
     Notes payable                                                   21.7                18.5
     Accounts payable and accrued liabilities                       114.9               125.1
     Income taxes                                                     5.8                 8.5
                                                                -----------           ---------
       Total Current Liabilities                                    142.9               154.5
                                                                -----------           ---------

Long-Term Debt                                                       11.3                11.5
Deferred Income Taxes and Other Liabilities                          29.7                26.9

Shareholders' Equity
     Common stock                                                      .1                  .1
     Capital in excess of par                                       419.5               419.5
     Retained earnings                                               75.0                50.1
     Accumulated other comprehensive loss                           (85.4)              (85.6)
     Common stock in treasury, at cost                              (19.1)              (10.8)
                                                                -----------           ---------
     Total Shareholders' Equity                                     390.1               373.3
                                                                -----------           ---------

         Total                                                  $   574.0             $ 566.2
                                                                ===========           =========
</TABLE>

           See Accompanying Notes to Consolidated Financial Statements

                                       12
<PAGE>


<TABLE>


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

                                                                       Six Months Ended
                                                              -----------------------------------
                                                              February 29,           February 28,
                                                                  2000                 1999
                                                              -------------          ------------
<S>                                                               <C>                 <C>

Cash Flow from Operations
     Net earnings                                                 $  24.9             $  18.9
     Non-cash items included in income
       Depreciation and amortization                                 12.7                11.7
       Foreign exchange (gain)/loss                                  (1.0)                3.5
       Provision for doubtful accounts                                1.4                 1.9
       Deferred income taxes                                          3.3                 2.5
       Gain on sale of property                                       -                  (0.5)
     Changes in operating assets and liabilities used in
       operations                                                   (19.5)               14.2
     Other, net                                                      (1.5)                -
                                                                  ---------           --------
                      Net cash provided by operations                20.3                52.2
                                                                  ---------           ---------

Cash Flow from Investing Activities
     Property additions                                             (12.0)              (15.8)
     Proceeds from the sale of property                               0.6                 2.5
     Proceeds from sale of Korean pet food business                   2.0                 -
     Purchase of key man life insurance                              (5.0)               (5.0)
     Other, net                                                       1.5                (0.7)
                                                                  ---------           ---------
                      Net cash used by investing activities         (12.9)              (19.0)
                                                                  ---------           ---------

Cash Flow from Financing Activities
     Proceeds from issuance of long-term debt                         -                   1.7
     Principal payments on long-term debt, including current
       maturities                                                    (2.2)               (1.9)
     Net increase (decrease) in notes payable                         3.4                (3.9)
     Treasury stock purchases                                        (8.3)               (4.6)
                                                                  ---------           ---------
                      Net cash used by financing activities          (7.1)               (8.7)
                                                                  ---------           ---------

Effect of Exchange Rate Changes on Cash and Cash Equivalents         (0.7)               (0.6)
                                                                  ---------           ---------
Net (Decrease) Increase in Cash and Cash Equivalents                 (0.4)               23.9
Cash and Cash Equivalents, Beginning of Period                      174.5               136.5
                                                                  ---------           ---------
Cash and Cash Equivalents, End of Period                          $ 174.1             $ 160.4
                                                                  =========           =========

</TABLE>

           See Accompanying Notes to Consolidated Financial Statements

                                       13
<PAGE>

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


  Note 1 -        GENERAL  INFORMATION.  Effective  April  1,  1998,  Agribrands
                  International,  Inc.  (the  Company)  became  an  independent,
                  publicly  owned  company  as a result of the  distribution  by
                  Ralston  Purina  Company  (Ralston) of the Company's  $.01 par
                  value Common Stock to holders of Ralston Purina Company Common
                  Stock   at  a   distribution   ratio   of  one  for  ten  (the
                  Distribution).  Prior to the  Distribution,  the  Company  was
                  formed as a wholly-owned subsidiary of Ralston for the purpose
                  of  effecting  the  Distribution.  Ralston  did not retain any
                  ownership interest in the Company.

  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, 1999.


  Note 3 -        COMPREHENSIVE INCOME:
<TABLE>
<CAPTION>

                                                           Quarter Ended                Six Months Ended
                                                   ---------------------------   ----------------------------
                                                   February 29,   February 28,   February 29,    February 28,
                                                       2000           1999           2000            1999
                                                   ------------   ------------   ------------    ------------

        <S>                                           <C>            <C>            <C>             <C>
        Net earnings                                  $ 11.0         $   7.8        $ 24.9          $ 18.9
        Foreign currency translation adjustment          0.4            (3.2)          0.2             0.6
                                                      -------        --------       -------         -------
        Comprehensive income                          $ 11.4         $   4.6        $ 25.1          $ 19.5
                                                      =======        ========       ======          =======

</TABLE>

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

<TABLE>
<CAPTION>
                                                  Quarter Ended                   Six Months Ended
                                          -----------------------------    -----------------------------
                                          February 29,    February 28,     February 29,    February 28,
                                              2000            1999             2000            1999
                                          ------------    -------------    ------------    -------------
      <S>                                    <C>               <C>             <C>             <C>
      Net Sales - External:
           Americas                           $ 129.4          $ 138.1         $ 263.9         $ 287.4
           Europe                                73.6             87.9           150.5           183.4
           Asia                                  85.0             84.7           174.4           172.3
           Corporate and Tradico (U.S.)           0.1              -               0.2             -
                                              -------          -------         -------         -------
                Total                         $ 288.1          $ 310.7         $ 589.0         $ 643.1
                                              =======          =======         =======         =======
</TABLE>

                                       14
<PAGE>

<TABLE>
<CAPTION>

                                                       Quarter Ended                     Six Months Ended
                                               -------------------------------    -------------------------------
                                               February 29,      February 28,     February 29,       February 28,
                                                   2000              1999             2000               1999
                                               -------------     -------------    ------------       ------------
      <S>                                         <C>                <C>             <C>                <C>
      Net Sales - Intersegment:
           Americas                               $   -              $   -           $   -              $   -
           Europe                                     -                  -               -                  -
           Asia                                       -                  -               -                  -
           Corporate and Tradico (U.S.)              31.8               24.0            54.6               41.0
                                                  --------           ---------       ---------          ---------
                Total                             $  31.8            $  24.0         $  54.6            $  41.0
                                                  ========           =========       =========          =========

      Operating Profit:
           Americas                               $   4.3            $   6.4         $  12.1            $  15.8
           Europe                                     3.0                4.6             7.5               10.4
           Asia                                       9.7                8.3            20.4               17.9
           Corporate and Tradico (U.S.)              (3.5)              (3.6)           (6.8)              (6.5)
                                                  --------           ---------       ---------          ---------
                                                     13.5               15.7            33.2               37.6
           Gain on sale of property                   -                  0.5             -                  0.5
           Interest expense                          (0.6)              (2.3)           (1.5)              (5.2)
           Other income/(expense), net                3.6               (0.7)            5.8                2.0
                                                  --------           ---------       --------           ---------
                Earnings before Income Taxes      $  16.5            $  13.2         $  37.5            $  34.9
                                                  ========           =========       ========           =========

      Depreciation and Amortization:
           Americas                               $   1.9            $   1.9         $   3.7            $   3.7
           Europe                                     1.8                2.1             3.7                4.1
           Asia                                       2.5                1.8             4.9                3.5
           Corporate and Tradico (U.S.)               0.2                0.2             0.4                0.4
                                                  --------           --------        --------           ---------
                Total                             $   6.4            $   6.0         $  12.7            $  11.7
                                                  ========           ========        ========           =========
</TABLE>


                                               February 29,     August 31,
                                                   2000            1999
                                               ------------     ----------
      Total Assets:
           Americas                              $   160.4        $ 169.3
           Europe                                    104.7          116.0
           Asia                                      150.1          144.5
           Corporate and Tradico (U.S.)              158.8          136.4
                                                 ----------       --------
                Total                            $   574.0        $ 566.2
                                                 ==========       ========



  Note 5 -        SUPPLEMENTAL BALANCE SHEET INFORMATION:


                                               February 29,     August 31,
                                                   2000            1999
                                               ------------     ----------
      Receivables:
           Gross receivables                     $    85.6        $  88.4
           Allowance for doubtful accounts           (12.1)         (11.4)
                                                 ----------       --------
                                                 $    73.5        $  77.0
                                                 ==========       ========

                                       15
<PAGE>

                                                        February 29,  August 31,
                                                            2000         1999
                                                        ------------  ----------
      Inventories:
           Raw materials and supplies                      $    68.9    $  61.1
           Finished products                                    22.0       20.2
                                                           ---------    --------
                                                           $    90.9    $  81.3
                                                           =========    ========

      Investments and Other Assets:
           Goodwill, net of accumulated amortization of    $    28.1    $  29.1
             $7.4 at February 29 and $6.5 at August 31
           Investments in affiliated companies                   6.8        6.3
           Cash surrender value of key man life insurance       10.0        5.0
           Deferred charges and other assets                    10.6       10.9
                                                           ---------    --------
                                                           $    55.5    $  51.3
                                                            ========    ========

      Accounts payable and accrued liabilities:
           Trade accounts payable                          $    74.9    $  75.2
           Incentive compensation, salaries and vacations       12.6       15.4
           Other items                                          27.4       34.5
                                                           ---------    --------
                                                           $   114.9    $ 125.1
                                                           =========    ========


  Note 6 -        OTHER (INCOME)/EXPENSE, NET:
<TABLE>
<CAPTION>

                                                     Quarter Ended                     Six Months Ended
                                            -------------------------------     -------------------------------
                                            February 29,       February 28,     February 29,       February 28,
                                                2000               1999             2000               1999
                                            ------------       ------------     ------------       ------------
          <S>                                <C>                <C>              <C>                <C>

          Foreign exchange (gain)/loss       $  (1.3)           $   3.6          $  (1.0)           $   3.5
          Investment income                     (2.3)              (2.9)            (4.8)              (5.5)
                                             --------           --------         --------           --------
                                             $  (3.6)           $   0.7          $  (5.8)           $  (2.0)
                                             ========           ========         ========           ========

</TABLE>

  Note 7 -        COMMON STOCK.  There were 10,199,101 and 10,379,305  shares of
                  common stock  outstanding  at February 29, 2000 and August 31,
                  1999,  respectively.  During the six months ended February 29,
                  2000,  the Company  purchased  180,204  shares of  Agribrands'
                  common stock for $8.3 million.


  Note 8 -        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:


                                       16
<PAGE>

<TABLE>
<CAPTION>

                                                                 Quarter Ended                      Six Months Ended
                                                         --------------------------------   --------------------------------
                                                         February 29,     February 28,       February 29,      February 28,
                                                             2000             1999               2000              1999
                                                         --------------- ----------------   ---------------- ---------------
    <S>                                                  <C>                <C>                <C>              <C>
    Numerator:
       Net earnings                                      $       11.0       $       7.8        $      24.9      $      18.9
                                                         ============       ===========        ===========      ===========
    Denominator:
       Weighted average shares outstanding                 10,215,321        10,639,605         10,291,814       10,654,168
       Assumed conversion of stock options (1)                324,583           125,930            361,191          100,661
                                                         ------------       -----------        -----------      -----------
       Weighted average shares - assuming dilution         10,539,904        10,765,535         10,653,005       10,754,829
                                                         ============       ===========        ===========      ===========

    Basic earnings per share (2)                         $       1.08       $       .73        $      2.42      $      1.77
                                                         ============       ===========        ===========      ===========
    Diluted earnings per share (2)                       $       1.04       $       .72        $      2.34      $      1.76
                                                         ============       ===========        ===========      ===========
<FN>
       (1)    Stock  options to purchase  1,114,500  shares of common stock were
              outstanding  during the quarter and six months ended  February 28,
              1999 but were not included in the computation of diluted  earnings
              per share because the options'  exercise  prices were greater than
              the average market price of the common shares.

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


  Note 9 -    NEW  ACCOUNTING  STANDARD.  The  Financial   Accounting  Standards
              Board issued SFAS No. 133, "Accounting for Derivative  Instruments
              and  Hedging  Activities,"  in June  1998.  The  Company  is still
              evaluating  the effect this  statement  will have on its financial
              reporting  and  disclosures.  Agribrands  will  adopt  FAS  133 on
              September 1, 2000.



PART II -         OTHER INFORMATION

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

Item 4.           Submission of Matter to a Vote of Security Holders

                  On January 28, 2000,  the  Registrant  held its Annual Meeting
                  for the purpose of electing two Directors to serve  three-year
                  terms ending at the Annual Meeting of  Shareholders in January
                  2003, or when their successors are elected.

              The number of shares voting for or against each  candidate  is  as
              follows:

                                      VOTES            VOTES           BROKER
                                       FOR            WITHHELD       NON-VOTES

              H. Davis McCarty       9,195,151          162,721           N/A
              Joe R. Micheletto      9,187,949          169,923           N/A


                                       17
<PAGE>

Item 6.       Exhibits and Reports on Form 8-K

              (a)     Exhibits filed with this Report:

                      (10.1)   Purchase  Option  and  Indemnification  Agreement
                               between the Company and Land O' Lakes, Inc. dated
                               January 1, 2000.

                      (27)    Financial Data Schedule

              (b)     Reports on Form 8-K:

              No Current  Reports on Form 8-K were filed by the  Company  during
              the quarter ended February 29, 2000.



                                       18
<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:  March 29, 2000



                                       19

<PAGE>


EXHIBIT INDEX
-------------


Exhibits
--------


         EX-10.1  Purchase  Option and  Indemnification  Agreement  between  the
                  Company and Land O' Lakes, Inc. dated January 1, 2000.

         EX-27    Financial data schedule for 2nd Quarter of Fiscal 2000.

 (Documents prepared on Edgar and provided electronically)






                                       20