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 November 30, 1999

                           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 January 11, 2000:

                                   10,199,101

<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,  to an unrelated third party.
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 for the three  months  ended  November 30, 1999
decreased  $31.5  million or 9.5%  compared to the same  period  last year.  The
decrease  in net sales was the  result of both lower  volume  and lower  average
selling  prices.  Feed volume  declined 51,900 tons or 4.1% in the first quarter
with all of the decline  occurring in the Americas and Europe segments.  Average
selling  prices  declined  $15 per  ton or 5.6%  due to  lower  commodity  costs
relative  to the  same  period  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 10.0% for the three months
ended November 30, 1999 compared to the same period last year.  Operating profit
decreased  primarily  due to lower volume and lower  margins in the Americas and
Europe regions, which were only partially offset by better results from the Asia
region.  Operating  profit for last year's  first  quarter was reduced by a $1.8
million charge to settle a claim by a former joint venture partner in Chile.


                                       2
<PAGE>



Interest Expense and Other Income/Expense

         Interest  expense  totaled  $0.9  million  for the three  months  ended
November 30, 1999  compared to $2.9  million for the same period last year.  The
decrease is due to both lower average borrowings and lower interest rates in the
markets where the Company had outstanding borrowings.

         Other  income/expense,  net changed unfavorably by $0.5 million for the
three months ended  November 30, 1999 compared to the same period last year. The
Company  recognized a $0.3 million foreign exchange loss in the first quarter of
this year versus a $0.1  million  foreign  exchange  gain last year.  Investment
income was $0.1  million  lower for the three  months  ended  November  30, 1999
despite an  increase  in the level of  interest  bearing  investments.  This was
mainly a result  of a change in the  Company's  investment  portfolio  which now
includes more tax-free securities which have slightly lower stated returns.

Net Earnings

         Net earnings were $13.9 million for the three months ended November 30,
1999  compared to $11.1  million for the same  period last year.  Income  taxes,
which include  United States and foreign taxes,  were 33.8% of pre-tax  earnings
for the  current  period and 48.8% for the same  period  last  year.  The higher
effective  rate for last year's first  quarter  primarily  resulted  from higher
foreign tax  expense and higher  withholding  taxes on  repatriation  of foreign
earnings.

<TABLE>
<CAPTION>

                                                                 REVIEW OF SEGMENT RESULTS
                                                                   (Dollars in millions)


                                                                                            Corporate and
                                         Americas           Europe             Asia            Tradico        Consolidated
                                      ----------------  ---------------   ---------------  ----------------  ----------------
<S>                                      <C>                <C>               <C>              <C>              <C>

Quarter Ended November 30, 1999:
Net sales                                $  134.5           $   76.9          $   89.4         $   0.1          $    300.9
Operating profit                         $    7.8           $    4.5          $   10.7         $  (3.3)         $     19.7

Tons of feed product sold                 524,700            358,000           343,000             400           1,226,100
Income over ingredient cost              $   35.5           $   26.4          $   26.5         $  (0.1)         $     88.3

Quarter Ended November 30, 1998:
Net sales                                $  149.3           $   95.5          $   87.6               -          $    332.4
Operating profit                         $    9.4           $    5.8          $    9.6         $  (2.9)         $     21.9

Tons of feed product sold                 557,000            392,000           329,000               -           1,278,000
Income over ingredient cost              $   40.3           $   32.1          $   22.5               -              $ 94.9

</TABLE>

                                       3
<PAGE>


Americas

         Net sales in the Americas  segment  (which  excludes the United States)
decreased  $14.8  million or 9.9% for the three months  ended  November 30, 1999
compared to the same period last year.  The decrease in net sales was the result
of both lower volume and lower  average  selling  prices.  Feed volume  declined
32,300  tons or 5.8% in the first  quarter as a result of  weakness  in consumer
purchasing  power in Brazil,  Colombia  and Peru and a  depressed  hog market in
Mexico.  Average  selling  prices  declined  $12 per ton in the current  quarter
primarily as a result of lower  ingredient  costs in most of the countries where
the Americas segment is located.

         Operating  profit in the  Americas  segment  decreased  $1.6 million or
17.0% in the  first  quarter  compared  to the same  period  last year as a $4.8
million decline in income over ingredient cost (IOIC) was only partially  offset
by lower operating  expenses.  IOIC declined  primarily due to both lower volume
and lower  margins in Brazil and Colombia.  Dollar-translated  margins in Brazil
are  still  well  below  the  levels  experienced  prior  to  the  January  1999
devaluation of the Brazilian Real.  Operating expenses decreased by $3.2 million
in the first  quarter as last  year's  quarter  included a $1.8  million  charge
incurred  to settle a claim by a former  joint  venture  partner  in Chile.  The
remaining  decrease in operating  expenses is a result of  translating  slightly
higher local currency costs at significantly  weaker foreign  currency  exchange
rates versus the U.S. Dollar.

Europe

         Net sales in the Europe  segment  decreased  $18.6 million or 19.5% for
the three months ended  November 30, 1999 compared to the same period last year.
The  decrease in net sales was due to a  combination  of lower  volume and lower
average selling prices. Feed volume declined by 34,000 tons or 8.7% in the first
quarter due in part to the December 1998 sale of an  unprofitable  subsidiary of
the Company's subsidiary in France.  Volumes also declined in Hungary, Italy and
Spain,  contributing  to the overall  decline for the European  region.  Average
selling  prices  declined $29 per ton or 11.8% in the first  quarter.  The lower
selling prices are a result of both lower ingredient costs  (consistent with the
feed  industry's  practice of adjusting  prices to reflect changes in ingredient
costs) and  translation  of local currency  revenues at weaker foreign  currency
exchange rates.

         Operating profit in the Europe segment  decreased $1.3 million or 22.4%
for the three  months ended  November 30, 1999  compared to the same period last
year as a $5.7  million  decline  in IOIC was  only  partially  offset  by lower
operating expenses.  IOIC declined due to both lower volume and lower margins in
France,  Hungary,  Italy and Spain. Operating expenses decreased by $4.4 million
in the first  quarter  primarily as a result of  translating  relatively  stable
local currency costs at  significantly  weaker foreign  currency  exchange rates
versus the U.S. Dollar.

Asia

         Net sales in the Asia  segment  increased  $1.8 million or 2.1% for the
three months ended  November 30, 1999  compared to the same period last year due
to higher volume. Feed volume in Asia increased 14,000 tons or 4.3% primarily as
a result of new sales promotional campaigns in Korea. Average selling prices for
the quarter declined by $6 per ton or 2.1% due to lower ingredient costs.

         Operating  profit in the Asia segment  increased  $1.1 million or 11.5%
for the quarter ended November 30, 1999 compared to the same period last year as
a $4.0 million increase in IOIC was mostly offset by higher operating  expenses.
IOIC  increased  mainly due to both  higher  volume and higher  margins in Korea
(particularly for hog feeds).  Operating  expenses  increased by $2.9 million in
this year's  quarter 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.


                                       4
<PAGE>


Corporate and Tradico

         The corporate and Tradico segment is located 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 affiliates.  In the first
quarter  of fiscal  year  2000,  Tradico  recorded  intercompany  sales of $22.8
million.

         On an  operating  profit  basis,  the  corporate  and  Tradico  segment
recorded  losses  (primarily  related to  unallocated  corporate  administrative
items) of $3.3 million and $2.9 million for the quarters ended November 30, 1999
and 1998, respectively.


                         LIQUIDITY AND CAPITAL RESOURCES

         Cash flows from operations were $16.3 million and $34.7 million for the
quarter  ended  November  30,  1999 and  1998,  respectively.  The  decrease  in
operating cash flows between the two periods primarily  resulted from changes in
working capital during the respective  periods including a significant  decrease
in inventories during the quarter ended November 30, 1998.  Inventories declined
significantly during last year's first quarter  particularly in Korea,  Colombia
and Mexico primarily due to better than expected sales volume.

         Capital   expenditures,   primarily  to  replace  or  enhance  existing
production  facilities and equipment,  totaled $6.5 million and $7.4 million for
the three months ended November 30, 1999 and 1998, 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. Intercompany loans are also used by the Company to finance
working  capital if the loans reduce external local borrowing costs by more than
the opportunity cost of lower U.S. invested reserves.

         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 quarter ended November 30, 1999,  the Company  purchased
16,289 shares of  Agribrands'  common stock for $0.8 million.  In December 1999,
the Company  purchased  an  additional  164,000  shares of its common  stock for
approximately $7.5 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


                                       5
<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 of the Company's earnings mix, 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 quarters ended November 30,
1999 and 1998:

                                       6
<PAGE>


<TABLE>
<CAPTION>

                                        Dollar-based EBITDA
                                       (Dollars in millions)
                                                                   Quarter Ended
                                                                    November 30,
                                                                ---------------------
                                                                  1999         1998
                                                                ---------    --------
  <S>                                                            <C>          <C>


  Earnings before Income Taxes                                   $ 21.0       $ 21.7
  Add:   Depreciation and amortization                              6.3          5.7
         Interest expense                                           0.9          2.9
                                                                 --------     -------
  EBITDA reported under FAS 52                                     28.2         30.3
  Adjustments to report EBITDA on a U.S. Dollar basis:
  1)   Difference in cost of sales for ingredient costs            (0.9)        (2.5)
  2)   Reversal of foreign exchange loss/(gain) reported under      0.3         (0.1)
       FAS 52
  3)   Dollar-based foreign exchange gain/(loss)                    1.6         (3.6)
                                                                 --------     -------
  EBITDA reported on a U.S. Dollar basis                         $ 29.2       $ 24.1
                                                                 ========     =======
</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.
     Ingredient costs were lower under FAS 52 in the first quarter of both years
     due  to  devaluation  of the  local  currencies  against  the  Dollar.  The
     operations  in Europe  and the  Americas  accounted  for  nearly all of the
     adjustment in the quarter ended  November 30, 1999.  The  operations in the
     Americas  accounted  for the bulk of the  adjustment  in last year's  first
     quarter.

2)   Reversal  of  foreign  exchange  gains and  losses  reported  under FAS 52.
     Foreign  exchange gains and losses  reported under FAS 52 were minor in the
     first quarter of both years.  This is a result of stable  exchange rates in
     both the highly inflationary countries where Agribrands has exposure in the
     local  currencies  (i.e. where Agribrands uses the Dollar as the functional
     currency)  and  non-highly  inflationary  countries  where  Agribrands  has
     exposure in U.S. Dollars.

3)   Dollar-based  foreign  exchange  gains and losses.  If Agribrands  had used
     Dollar-based  accounting  worldwide,  it would  have  recognized  a foreign
     exchange gain of $1.6 million in the quarter ended November 30, 1999.  Most
     of this gain occurred in Europe,  where the Company has net monetary  local
     currency liability  exposure.  The European currencies weakened against the
     Dollar in the recently  completed  quarter,  resulting in an exchange gain.
     During last year's first  quarter,  the local  currencies in Europe and the
     Philippines strengthened against the Dollar, resulting in an exchange loss.


                                 YEAR 2000 COSTS

         Many old  computer  systems,  and  other  systems  with  embedded  chip
technology,  processed  dates based on two digits for the year of a  transaction
rather than a full four digits.  These  systems were unable to properly  process
dates in the year 2000 and  beyond.  Agribrands  utilizes  a number of  computer
systems  across its  worldwide  operations.  All of the  Company's  key computer
systems appear to be year 2000  compliant.  The Company is currently  monitoring
whether it has any significant software coding issues related to the recognition
of February 29, 2000 given that the year 1900 was not a leap year.

           The Company has resolved its year 2000 coding issues  through  either
replacement   of  old  systems  with  new  year  2000   compatible   systems  or
reprogramming of existing systems.  Agribrands spent  approximately $0.1 million
to replace old hardware and software during the quarter ended November 30, 1999.


                                       7
<PAGE>

The Company  incurred costs for year 2000  reprogramming  of existing systems of
approximately  $0.2 million  during the quarter ended November 30, 1999 and $0.2
million  during the quarter  ended  November 30, 1998.  All costs related to the
reprogramming  of  existing  systems  for the year 2000 issue were  expensed  as
incurred.  Costs of new hardware and software  were  capitalized.  To date,  the
Company is not aware of any significant  year 2000 problems  involving its major
customers and suppliers.


                     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 August 31, 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.

         Based on unusually  high unit margins in the first quarter of the prior
year, the Company did expect lower first quarter operating profit in the current
year.  Volume  declines in Europe and the Americas  added to the  year-over-year
differential.  Under current circumstances,  management expects operating profit
performance in the next three quarters combined to track more closely to that of
the prior year.  Fully meeting or exceeding prior year results during the coming
period remains a challenge given recent volume performance.

         Pre-tax   earnings  are  even  more   difficult  to  forecast  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 in Brazilian Real, Canadian Dollars, Colombian Pesos,
Mexican Pesos and Korean Won.  Management  focuses on foreign exchange gains and
losses as computed using U.S. Dollar-based accounting. These too can be volatile
as management  generally does not hedge Dollar-based  exchange risks because the
cost often outweighs the apparent benefit.


                                       8
<PAGE>

         With respect to income taxes,  management projects an ongoing effective
tax rate of around  35%,  absent  unforeseen  foreign  losses.  This rate may be
subject to  one-time  reductions  should it become more likely than not that the
Company  will be able to utilize  excess  foreign tax credits and net  operating
loss  carryforwards  whose benefits have not been  recognized due to uncertainty
about the Company's long-term tax position.


                   FORWARD-LOOKING STATEMENTS & BUSINESS RISKS

         Certain  statements  under  "Management's  Discussion  and  Analysis of
Financial Condition and Results of Operations," "Business" 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;  and (xi) changes in the economic or
financial  impact of, or failure to comply with,  government  regulations.  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;   restrictive  quota  policies  and  trade  policies  and  tariffs;
production   difficulties,   including   capacity  and  supply   surpluses   and
constraints; 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.


                                       9
<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,  while at the same time maintaining aggressive pricing
and promotion of its products.


                                       10
<PAGE>

<TABLE>
<CAPTION>


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

                                                     Quarter Ended
                                                      November 30,
                                                 -----------------------
                                                    1999         1998
                                                 ----------   ----------
<S>                                              <C>          <C>

Net Sales                                        $  300.9     $  332.4
                                                 ----------   ----------
Costs and Expenses
     Cost of products sold                          247.2        273.7
     Selling, general and administrative             34.0         36.8
     Interest                                          .9          2.9
     Other (income)/expense, net                     (2.2)        (2.7)
                                                 ----------   ---------
                                                    279.9        310.7
                                                 ----------   ---------

Earnings before Income Taxes                         21.0         21.7
Income Taxes                                          7.1         10.6
                                                 ----------   ---------
Net Earnings                                     $   13.9     $   11.1
                                                 ==========   =========

Earnings Per Share
     Basic                                       $   1.34     $   1.04
                                                 ==========   =========
     Diluted                                     $   1.29     $   1.03
                                                 ==========   =========

</TABLE>


           See Accompanying Notes to Consolidated Financial Statements



                                       11
<PAGE>


<TABLE>
<CAPTION>


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

                                                                     November 30,       August 31,
                                                                         1999             1999
                                                                    -------------       -----------
<S>                                                                 <C>                 <C>

Assets
Current Assets
     Cash and cash equivalents                                      $   178.8           $   174.5
     Short-term investments                                               1.7                 3.5
     Receivables, less allowance for doubtful accounts                   76.9                77.0
     Inventories                                                         82.7                81.3
     Other current assets                                                 5.5                 4.6
                                                                    ----------          ----------
       Total Current Assets                                             345.6               340.9
                                                                    ----------          ----------

Investments and Other Assets                                             55.5                51.3

Property at Cost                                                        349.2               346.3
Accumulated Depreciation                                               (175.8)             (172.3)
                                                                    ----------          ----------
                                                                        173.4               174.0
                                                                    ----------          ----------

         Total                                                      $   574.5           $   566.2
                                                                    ==========          ==========

Liabilities and Shareholders' Equity
Current Liabilities
     Current maturities of long-term debt                           $     2.2           $     2.4
     Notes payable                                                       17.8                18.5
     Accounts payable and accrued liabilities                           119.0               125.1
     Income taxes                                                         8.5                 8.5
                                                                    ----------          ----------
       Total Current Liabilities                                        147.5               154.5
                                                                    ----------          ----------

Long-Term Debt                                                           11.4                11.5
Deferred Income Taxes and Other Liabilities                              29.4                26.9

Shareholders' Equity
     Common stock                                                          .1                  .1
     Capital in excess of par                                           419.5               419.5
     Retained earnings                                                   64.0                50.1
     Accumulated other comprehensive loss                               (85.8)              (85.6)
     Common stock in treasury, at cost                                  (11.6)              (10.8)
                                                                    ----------          ----------
     Total Shareholders' Equity                                         386.2               373.3
                                                                    ----------          ----------

         Total                                                      $   574.5           $   566.2
                                                                    ==========          ==========
</TABLE>

           See Accompanying Notes to Consolidated Financial Statements

                                       12
<PAGE>

<TABLE>
<CAPTION>


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

                                                                                           Three Months Ended
                                                                                              November 30,
                                                                                      ------------------------------
                                                                                          1999             1998
                                                                                      --------------   -------------
<S>                                                                                     <C>              <C>
Cash Flow from Operations
     Net earnings                                                                       $   13.9         $   11.1
     Non-cash items included in income
       Depreciation and amortization                                                         6.3              5.7
       Foreign exchange loss/(gain)                                                          0.3             (0.1)
       Deferred income taxes                                                                 2.6              1.4
     Changes in operating assets and liabilities used in operations                         (6.8)            15.7
     Other, net                                                                              -                0.9
                                                                                        ---------        ---------
                      Net cash provided by operations                                       16.3             34.7
                                                                                        ---------        ---------

Cash Flow from Investing Activities
     Property additions                                                                     (6.5)            (7.4)
     Proceeds from the sale of property                                                      0.4              0.7
     Purchase of key man life insurance                                                     (5.0)            (5.0)
     Other, net                                                                              1.3              0.1
                                                                                        ---------        ---------
                      Net cash used by investing activities                                 (9.8)           (11.6)
                                                                                        ---------        ---------

Cash Flow from Financing Activities
     Proceeds from issuance of long-term debt                                                -                0.2
     Principal payments on long-term debt, including current maturities                     (0.3)            (0.4)
     Net (decrease) increase in notes payable                                               (0.5)             3.2
     Treasury stock purchases                                                               (0.8)             -
                                                                                        ---------        ---------
                      Net cash (used by) provided by financing activities                   (1.6)             3.0
                                                                                        ---------        ---------

   Effect of Exchange Rate Changes on Cash and Cash Equivalents                             (0.6)             0.5
                                                                                        ---------        ---------
   Net Increase in Cash and Cash Equivalents                                                 4.3             26.6
   Cash and Cash Equivalents, Beginning of Period                                          174.5            136.5
                                                                                        ---------        ---------
   Cash and Cash Equivalents, End of Period                                             $  178.8         $  163.1
                                                                                        =========        =========

</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:

                                                             Quarter Ended
                                                              November 30,
                                                         -----------------------
                                                           1999           1998
                                                         ---------      --------
           Net earnings                                  $  13.9        $  11.1
           Foreign currency translation adjustment          (0.2)           3.8
                                                         ---------      --------
           Comprehensive income                          $  13.7        $  14.9
                                                         =========      ========

  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:

                                                             Quarter Ended
                                                              November 30,
                                                         -----------------------
                                                           1999           1998
                                                         ---------      --------
      Net Sales - External:
           Americas                                      $ 134.5        $ 149.3
           Europe                                           76.9           95.5
           Asia                                             89.4           87.6
           Corporate and Tradico (U.S.)                      0.1             -
                                                         ---------      --------
                Total                                    $ 300.9        $ 332.4
                                                         =========      ========

      Net Sales - Intersegment:
           Americas                                      $    -         $    -
           Europe                                             -              -
           Asia                                               -              -
           Corporate and Tradico (U.S.)                     22.8           17.0
                                                         ---------      --------
                Total                                    $  22.8        $   17.0
                                                         =========      ========

                                       14
<PAGE>
<TABLE>
<CAPTION>

                                                                    Quarter Ended
                                                                     November 30,
                                                              ----------------------------
                                                                 1999           1998
                                                              -----------  ---------------
      <S>                                                      <C>              <C>

      Operating Profit:
            Americas                                           $   7.8          $   9.4
             Europe                                                4.5              5.8
             Asia                                                 10.7              9.6
             Corporate and Tradico (U.S.)                         (3.3)            (2.9)
                                                               ----------       ---------
                                                                  19.7             21.9
           Interest expense                                       (0.9)            (2.9)
           Other income/(expense), net                             2.2              2.7
                                                               ---------        ----------
                Earnings before Income Taxes                   $  21.0          $  21.7
                                                               ==========       ==========

      Depreciation and Amortization:
           Americas                                            $   1.8          $   1.8
           Europe                                                  1.9              2.0
           Asia                                                    2.4              1.7
           Corporate and Tradico (U.S.)                            0.2              0.2
                                                               ----------       ----------
                Total                                          $   6.3          $   5.7
                                                               ==========       ==========

                                                             November 30,       August 31,
                                                                 1999             1999
                                                             ------------       ----------

      Total Assets:
           Americas                                            $ 159.5          $  169.3
           Europe                                                111.1             116.0
           Asia                                                  149.8             144.5
           Corporate and Tradico (U.S.)                          154.1             136.4
                                                               ----------       ----------
                Total                                          $ 574.5          $  566.2
                                                               ==========       ==========

  Note 5 -    SUPPLEMENTAL BALANCE SHEET INFORMATION:

                                                             November 30,       August 31,
                                                                 1999             1999
                                                             ------------       ----------
      Receivables:
           Gross receivables                                   $  89.0          $   88.4
           Allowance for doubtful accounts                       (12.1)            (11.4)
                                                               ----------       ----------
                                                               $  76.9          $   77.0
                                                               ==========       ==========

      Inventories:
           Raw materials and supplies                          $   63.5         $   61.1
           Finished products                                       19.2             20.2
                                                               ----------       ----------
                                                               $   82.7         $   81.3
                                                               ==========       ==========
</TABLE>


                                       15
<PAGE>
<TABLE>
<CAPTION>


                                                                 November 30,         August 31,
                                                                     1999                1999
                                                               ---------------       -----------
      <S>                                                         <C>                  <C>

      Investments and Other Assets:
           Goodwill, net of accumulated amortization of           $   28.6             $   29.1
             $6.9 at November 30 and $6.5 at August 31
           Investments in affiliated companies                         6.6                  6.3
           Cash surrender value of key man life insurance             10.0                  5.0
           Deferred charges and other assets                          10.3                 10.9
                                                                  ---------            ---------
                                                                  $   55.5             $   51.3
                                                                  =========            =========

      Accounts payable and accrued liabilities:
           Trade accounts payable                                 $   74.5             $   75.2
           Incentive compensation, salaries and vacations             13.0                 15.4
           Other items                                                31.5                 34.5
                                                                  ---------            ---------
                                                                  $  119.0             $  125.1
                                                                  =========            =========

</TABLE>

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

                                                                           Quarter Ended
                                                                            November 30,
                                                                 -------------------------------
                                                                     1999                 1998
                                                                 -----------           ---------
               <S>                                                <C>                  <C>

               Foreign exchange loss/(gain)                       $    0.3             $  (0.1)
               Investment income                                      (2.5)               (2.6)
                                                                 -----------           ---------
                                                                  $   (2.2)            $  (2.7)
                                                                 ===========           =========
</TABLE>


  Note 7 -    COMMON STOCK.  There were  10,363,016 and 10,379,305  shares of
              common stock outstanding at November 30, 1999 and August 31, 1999,
              respectively.

  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:
<TABLE>
<CAPTION>

                                                                Quarter ended
                                                                 November 30,
                                                          -----------------------------
                                                            1999             1998
                                                          ------------    -------------
    <S>                                                   <C>             <C>

    Numerator:
         Net earnings                                     $      13.9     $      11.1
                                                          ============    =============

    Denominator:
        Weighted average shares outstanding                10,368,308      10,668,571
        Assumed conversion of stock options (1)               397,798          75,393
                                                          ------------    -------------
        Weighted average shares - assuming dilution        10,766,106      10,743,964
                                                          ============    =============

    Basic earnings per share                              $      1.34     $      1.04
                                                          ============    =============
    Diluted earnings per share                            $      1.29     $      1.03
                                                          ============    =============
</TABLE>

                                       16
<PAGE>

(1)           Stock  options to purchase  1,114,500  shares of common stock were
              outstanding  during the quarter  ended  November 30, 1998 but were
              not  included in the  computation  of diluted  earnings  per share
              because the  exercise  prices of the options were greater than the
              average market price of the common shares.

 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 in
              fiscal year 2001.



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:

                      (10.1) Form of Technology and Trademark  License Agreement
                             entered into with the Company's affiliates.

                      (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 November 30, 1999.


                                       17
<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:  January 11, 2000



                                       18
<PAGE>


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


Exhibits
--------


     EX-10.1   Form of Technology and Trademark  License  Agreement entered into
               with the Company's affiliates.

     EX-27     Financial data schedule for 1st Quarter of Fiscal 2000.

 (Documents prepared on Edgar and provided electronically)