EXHIBIT 10.2

                           NON-QUALIFIED STOCK OPTION


     AGRIBRANDS  INTERNATIONAL,  INC. (the  "Company"),  effective May 29, 1998,
grants this  Non-Qualified  Stock Option to  _________________  ("Optionee")  to
purchase a total of _____________shares of Agribrands International, Inc. Common
Stock  ("Agribrands  Stock") at a price of $34.25 per share pursuant to its 1998
Incentive Stock Plan (the "Plan"). Subject to the provisions of the Plan and the
following  terms,  Optionee  may  exercise  this  Option  from  time  to time by
tendering to the Company  written notice of exercise  together with the purchase
price in cash,  or in shares of  Agribrands  Stock at their Fair Market Value as
determined by the Nominating and Compensation  Committee (the  "Committee"),  or
both.

1.   Normal  Exercise.  This Option becomes  exercisable  on May 29, 2003.  This
     Option  remains  exercisable  through May 28, 2008,  unless  Optionee is no
     longer  employed by the  Company,  in which case the Option is  exercisable
     only in accordance with the provisions of Section 3 below.

2.   Acceleration.  Notwithstanding  the above, this Option is fully exercisable
     before the  normal  exercise  dates set forth in Section 1 hereof  upon the
     occurrence of any of the following events while Optionee is employed by the
     Company.

     a.   Death of Optionee;

     b.   Declaration of Optionee's Disability;

     c.   The  voluntary  termination  of  employment  of  Optionee  at or after
          attainment of age 62;

     d.   The  involuntary  termination of employment of Optionee,  other than a
          Termination for Cause, including but not limited to, the sale or other
          disposition of the stock of the Company or of substantially all of the
          assets of the Company; or

     e.   A Change of Control.

3.   Exercise  After Certain  Events.  Upon the  occurrence of any of the events
     described  below,  any shares  exercisable  on the date of such event shall
     remain  exercisable  during the period stated below, but, in any event, not
     later than May 28, 2008:

     a.   If Optionee's  employment is  terminated  due to death,  Disability or
          retirement at or after attainment of age 62, if no event of forfeiture
          occurs,  such  shares  shall  remain  exercisable  for three (3) years
          thereafter;

     b.   If Optionee's employment is involuntarily terminated for reasons other
          than Termination for Cause,  such shares shall remain  exercisable for
          six (6) months thereafter; or


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     c.   When,  prior to a Change of  Control,  there has  occurred an event of
          forfeiture as defined in Section 4 herein,  the Option,  to the extent
          exercisable, shall remain exercisable for thirty (30) days thereafter.

4.   Forfeiture.  Prior to a change  of  Control,  this  Option  is  subject  to
     forfeiture upon the occurrence of one of the following events:

     a.   The Optionee's employment is Terminated for Cause; or

     b.   Optionee engages in competition with the Company or an Affiliate.

     If there is an event of  forfeiture,  the  portion  of the  Option  that is
     exercisable at that time may be exercised as set forth in Section 3 hereof.

5.   Definitions.  Unless otherwise defined in this Non-Qualified  Stock Option,
     defined  terms used herein  shall have the same meaning as set forth in the
     Plan.

               "Disability"  shall mean a mental or physical  disability  as, in
          the  opinion of the  Committee,  will  prevent an  Optionee  from ever
          resuming  work of the same  general  nature as that which he performed
          for the Company prior to his disability.

               "Termination  for Cause"  shall mean  Optionee's  termination  of
          employment  with  the  Company  because  of the  willful  engaging  by
          Optionee in gross misconduct;  provided,  however,  that a Termination
          for Cause shall not include termination  attributable to (i) poor work
          performance,  bad judgment or negligence on the part of Optionee, (ii)
          an act or omission  believed by Optionee in good faith to have been in
          or not opposed to the best  interests  of the  Company and  reasonably
          believed by Optionee to be lawful,  or (iii) the good faith conduct of
          Optionee in connection with a Change of Control (including  opposition
          to or support of such Change of Control).

6.   Severability. The invalidity or unenforceability of any provision hereof in
     any  jurisdiction  shall not affect the validity or  enforceability  of the
     remainder hereof in that jurisdiction, or the validity or enforceability of
     this  Non-Qualified  Stock Option,  including that provision,  in any other
     jurisdiction.  To the extent  permitted by applicable  law, the Company and
     Optionee each waive any provision of law that renders any provision  hereof
     invalid,  prohibited or unenforceable  in any respect.  If any provision of
     this  Option  is held to be  unenforceable  for any  reason,  it  shall  be
     adjusted rather than voided, if possible, in order to achieve the intent of
     the parties to the extent possible.

7.   Adjustments.   Upon  any  extraordinary  dividend,  stock  split-up,  stock
     dividend,  issuance of any  targeted  stock,  recapitalization,  warrant or
     rights issuance or combination,  exchange or reclassification  with respect
     to any outstanding  class or series of Stock, or  consolidation,  merger or
     sale  of  all  or  substantially  all of the  assets  of the  Company,  the
     Committee  shall cause  appropriate  adjustments to be made to the terms of
     this Award.




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ACKNOWLEDGED AND ACCEPTED:          AGRIBRANDS INTERNATIONAL, INC.


                                         By:
Optionee                                 David R. Wenzel
                                         Chief Financial Officer


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