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 May 31, 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 June 25, 1999:

                                   10,490,511

<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.

     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 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 74 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.  Ralston sold its U.S.  animal feeds and
agricultural  products  business in 1986. The U.S. animal feeds and agricultural
products  business  formerly  owned by Ralston is currently a subsidiary of Koch
Agriculture.

Key Measures for Understanding the Business

     Agricultural  animal feed sales  prices and  percent of sales gross  profit
margins are directly influenced by changes in prices for the commodities used as
raw materials to formulate  animal feeds.  The feed  industry  generally  prices
products on the basis of aggregate ingredient cost plus a fixed margin per unit,
rather than a gross margin  percentage.  As  ingredient  prices  fluctuate,  the
changes are generally  passed on to customers  through  changes in the Company's
product  pricing.  Income over  ingredient  cost ("IOIC"-  which is equal to net
sales  minus  cost  of  ingredients),  rather  than  sales  dollars,  is the key
indicator  of sales  performance  because of the  distortions  in sales  dollars
caused by changes in commodity  prices.  In addition to gross IOIC, IOIC per ton
sold is another key measure used by management to evaluate trends.

     The Company  manufactures  and sells its products in  countries  around the
world,  including  countries whose  currencies have tended to weaken against the
U.S.  Dollar.  Currency  fluctuations  are usually not the cause of  significant
variations in average selling prices and IOIC when translated into U.S. Dollars.
Therefore,  gross sales and IOIC are  generally  not  significantly  impacted by
currency fluctuations,  unless the macro-economic  circumstances  generating the
currency fluctuations impact volume. Generally, efficient,  dollar-driven global
ingredient  markets cause local currency  ingredient prices to adjust quickly to
changes in exchange  rates.  Due to the  usually  quick  turnover of  ingredient
inventories and the industry's practice of pricing based on a margin over


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<PAGE>

ingredient costs, such changes in local currency costs are soon reflected in the
local currency price of feed products. For these reasons,  changes in the dollar
cost of  ingredients  generally  have a greater  impact on the Company's  dollar
translated selling prices and ingredient costs than changes in exchange rates.

RESULTS OF OPERATIONS - DOLLARS IN MILLIONS

     (unless otherwise noted, all references herein to prices, costs and margins
     reflect U.S. Dollar results after translation of foreign currency financial
     statements in accordance with SFAS No. 52)

<TABLE>
<CAPTION>

                               Three Months Ended May 31, 1999                        Nine Months Ended May 31, 1999
                      --------------------------------------------------   -----------------------------------------------------
                      Consolidated    Americas     Europe       Asia       Consolidated    Americas      Europe        Asia
                      -------------  ----------- ----------- -----------   -------------- ------------ ------------ ------------

<S>                   <C>              <C>         <C>         <C>         <C>            <C>          <C>           <C>
Net sales             $    311.8       $  145.2    $   82.9    $   83.7    $    954.9     $    432.6   $    266.3    $    256.0
Operating profit      $     16.1 (a)   $    7.5    $    4.3    $    8.0    $     54.2 (a) $     23.3   $     14.7    $     25.9

Tons of feed sold      1,240,000        544,000     377,000     319,000     3,728,000      1,626,000    1,145,000       957,000
IOIC                  $     87.1       $   35.1    $   28.0    $   24.0    $    267.5     $    108.5   $     89.5    $     69.5


                               Three Months Ended May 31, 1998                        Nine Months Ended May 31, 1998
                      --------------------------------------------------   -----------------------------------------------------
                      Consolidated    Americas     Europe       Asia       Consolidated    Americas      Europe        Asia
                      -------------  ----------- ----------- -----------   -------------- ------------ ------------ ------------

Net sales             $    351.1       $  154.8    $   99.6    $   96.7    $  1,058.9     $    460.2   $    303.7    $    295.0
Operating profit      $     11.4 (a)   $    7.7    $    2.8    $    4.5    $     40.9 (a) $     21.7   $      8.0    $     22.5

Tons of feed sold      1,304,000        558,000     404,000     342,000     3,890,000      1,604,000    1,204,000     1,082,000
IOIC                  $     82.3       $   35.5    $   28.4    $   18.4    $    255.4     $    104.5   $     85.7    $     65.2
</TABLE>


(a)   Consolidated  operating profit includes  unallocated  corporate  expenses,
      provisions for restructuring  and gains on sale of property.  Refer to the
      Geographic  Segment  Information  in the notes to the condensed  financial
      statements for a reconciliation of consolidated operating profit.

Net Sales

     Lower volume and lower  selling  prices  caused  consolidated  net sales to
decrease  $39.3 million or 11.2% in the third quarter and $104.0 million or 9.8%
in the nine months ended May 31, 1999 as compared to the same periods last year.
Volume  decreased  64,000 tons or 4.9% in the third  quarter and 162,000 tons or
4.2% in the nine  months.  Most of the decline in volume  occurred in Europe and
Asia.  Average  selling prices declined $18 per ton or 6.6% in the third quarter
and $16 per ton or 5.9% in the  nine-month  period.  The  lower  selling  prices
reflect lower commodity costs relative to the same periods last year, consistent
with the feed  industry's  practice of  adjusting  prices to reflect  changes in
ingredient costs.

     Net  sales in the  Americas  decreased  $9.6  million  or 6.2% in the third
quarter  and $27.6  million  or 6.0% in the nine  months  ended May 31,  1999 as
compared to the same periods last year.  Average selling prices declined $11 per
ton in the  third  quarter  and $21 per ton in the nine  months  primarily  as a
result of lower ingredient  costs  everywhere  except Colombia where a new value
added tax on certain  ingredient  purchases went into effect on January 1, 1999.
The losses in revenue per ton were  accompanied by a 14,000 ton or 2.5% decrease
in volume during the third quarter.  Volume  declined 20% in Brazil  following a


                                       3
<PAGE>

slowdown in its  economy and 12% in  Colombia,  where an  earthquake  in January
affected the local market for some of the Company's dealers. The volume declines
in Brazil and Colombia were mostly offset by increased  sales of poultry feed in
Venezuela.  Year-to-date  volumes in the Americas are 1.4% higher than last year
due to strong first quarter hog and shrimp feed sales in Mexico.

     Net sales in Europe  decreased  $16.7 million or 16.8% in the third quarter
and $37.4  million or 12.3% in the nine months ended May 31, 1999 as compared to
the same periods last year.  Average  selling prices declined $27 per ton in the
third  quarter  and $20 per ton in the  nine  months  (versus  the  prior  year)
primarily  as a  result  of lower  ingredient  costs,  consistent  with the feed
industry's  practice of adjusting prices to reflect changes in ingredient costs.
Volumes  were down 27,000  tons or 6.7% in the third  quarter and 59,000 tons or
4.9%  in  the  nine-month  period  primarily  due  to the  December  sale  of an
unprofitable subsidiary of the Company's French subsidiary.  Increased volume in
Spain mitigated the European volume decline for both periods.

     Net sales in Asia decreased $13.0 million or 13.4% in the third quarter and
$39.0  million or 13.2% in the nine months ended May 31, 1999 as compared to the
same periods last year.  Volume for the Asia region was down 23,000 tons or 6.7%
in the third quarter and 125,000 tons or 11.6% in the nine-month period.  Nearly
all of the volume declines occurred in Korea where low hog prices following last
year's  financial   crisis  reduced  demand  for  the  Company's   higher-price,
higher-performance hog feeds. Average selling prices in Asia declined by $20 per
ton or  7.2% in the  second  quarter  and $5 per  ton or 1.9% in the  nine-month
period primarily as a result of lower ingredient costs.

Operating Profit

     Consolidated  operating profit increased $4.7 million or 41.2% in the third
quarter  and $13.3  million or 32.5% in the nine  months  ended May 31,  1999 as
compared to the same periods last year. Operating profit increased significantly
in the third  quarter due to both improved  margins in Asia and lower  operating
expenses in Europe. The third quarter increase in operating profit combined with
better  margins in Europe  during the first half of the year account for most of
the improvement in operating  results for the nine months ended May 31, 1999. In
addition,  the prior year-to-date results include  restructuring charges of $2.0
million related to rationalization of facilities and overhead in Europe.

     Operating  profit in the  Americas  decreased  $0.2  million or 2.6% in the
third quarter but increased by $1.6 million or 7.4% in the nine months ended May
31, 1999 as compared to the same periods last year.  In the third  quarter,  the
Americas'  IOIC  decreased  $0.4 million or 1.1%.  This  reflects a $2.1 million
decline in IOIC in Brazil,  where volumes and margins  languished  following the
January devaluation of the Brazilian currency and the subsequent slowdown in its
economy.  The  decline  in  IOIC  in  Brazil  was  mostly  offset  by  continued
improvement in Venezuela,  where the Company's  affiliate has experienced strong
volumes for poultry feeds.  The  year-to-date  improvement  in operating  profit
occurred in the first  quarter when  significant  gains in Mexico and  Venezuela
were  only  partially  offset  by a $1.8  million  charge to settle a claim by a
former joint venture partner in Chile.

     Operating  profit in Europe  increased  $1.5  million or 53.6% in the third
quarter  and $6.7  million  or 83.8% in the nine  months  ended May 31,  1999 as
compared to the same periods last year. In the third  quarter,  IOIC declined by
$0.4  million  or 1.4%  reflecting  the loss of volume  caused by the sale of an
unprofitable subsidiary of the Company's French subsidiary.  This loss in volume
was only partially offset by an increase in volume in Spain. While IOIC declined
in the third quarter,  operating  profit  improved as a result of a $1.9 million
reduction in operating  expenses.  Most of the reduction in expenses occurred in
France and Italy. The operations in France, Italy and Spain accounted for nearly
all of the


                                       4
<PAGE>

improvement in third quarter  operating profit. In the nine months ended May 31,
1999, operating profit in Europe improved  significantly due to improved margins
across the  region  and lower  operating  expenses  in France  and  Italy.  IOIC
increased  $3.8  million or 4.4% in the  nine-month  period as  average  selling
prices declined by $7 per ton less than average  ingredient costs due in part to
a change in product mix.

     Operating  profit  in Asia  increased  $3.5  million  or 77.8% in the third
quarter  and $3.4  million  or 15.1% in the nine  months  ended May 31,  1999 as
compared to the same periods last year.  Ingredient costs in the region declined
$18.6  million or $42 per ton in the third  quarter and $43.3 million or $18 per
ton in the nine months ended May 31, 1999,  reflecting lower worldwide commodity
prices  compared to the same  periods  last year.  Despite a decline in volumes,
IOIC  improved by $5.6 million or 30.4% in the third quarter and $4.3 million or
6.6% in the nine month period because  average  selling prices  declined by less
than average  ingredient  costs.  The increase in third  quarter IOIC reflects a
significant movement toward pre-crisis unit margins, specifically in Korea. Some
of the  increase  in IOIC  during  both  periods  was offset by an  increase  in
operating  expenses which resulted from  translating  relatively  constant local
currency costs at stronger foreign currency exchange rates.

Earnings Before Income Taxes

     Earnings  before  income taxes  increased  $11.8 million or 147.5% to $19.8
million in the third quarter and $32.7 million or 148.6% to $54.7 million in the
nine months ended May 31, 1999 as compared to the same periods last year.

     Interest expense totaled $1.7 million and $6.9 million in the third quarter
and the nine months ended May 31, 1999,  respectively,  compared to $3.4 million
and $9.5 million for the same periods last year. The decreases are primarily due
to lower levels of debt outstanding during the current periods.

     Other  income/expense,  net, changed favorably by $5.4 million in the third
quarter and $16.8  million in the nine months ended May 31, 1999 compared to the
same periods last year.  Translation and exchange gains were $1.9 million higher
in the third quarter this year as a result of foreign currency exchange gains on
U.S. Dollar  denominated  debt in Brazil and Mexico.  For the nine month period,
translation  and exchange  losses were $9.6 million higher last year as a result
of foreign currency exchange losses on U.S. Dollar denominated debt in Korea and
Colombia  and  translation  losses on local  currency  denominated  net monetary
assets  in  Mexico,   where  the  Company  previously  used   hyper-inflationary
accounting.  Investment  income was $1.0  million  higher in this  year's  third
quarter and $4.7  million  higher in the nine  months  ended May 31, 1999 due to
higher levels of interest  bearing  investments.  Earnings for last year's third
quarter were adversely  impacted by a $2.5 million charge to write-off  deferred
financing  costs  associated  with a credit  facility the Company elected not to
close.

Net Earnings

     Net  earnings  increased  $10.1  million or 297.1% to $13.5  million in the
third  quarter and $23.0  million or 244.7% to $32.4  million in the nine months
ended May 31, 1999 as  compared to the same  periods  last year.  Income  taxes,
which included United States and foreign taxes,  were 31.8% and 40.8% of pre-tax
earnings  for the  third  quarter  and  the  nine  months  ended  May 31,  1999,
respectively,  compared to 57.5% and 57.3% for the same periods  last year.  The
lower  effective  rate for the current  periods  resulted  from a  reduction  in
valuation  allowances  against  certain  deferred  tax assets and changes in the
earnings mix including profits in countries that previously had losses for which
no tax benefit could be recognized. During the current nine-month period, a $1.5


                                       5
<PAGE>

million tax benefit has been recognized to reduce valuation  allowances  against
tax loss  carryforwards  in France  and Spain and tax  credit  carryforwards  in
Mexico.  Further reductions in valuation allowances will occur if the operations
in these countries remain profitable.

Financial Condition

     Cash flows from  operations  were $88.0 million and break-even for the nine
months ended May 31, 1999 and 1998,  respectively.  The significant  increase in
operating  cash flows between the two periods  resulted from the  improvement in
earnings  and  changes  in  working  capital  during  the  respective   periods.
Receivables and inventories declined  significantly during the nine months ended
May 31, 1999.  Approximately  $12 million of  receivables  due from Ralston were
collected during the current nine months. In addition,  receivables  declined by
nearly $6  million in Mexico  due to timing of shrimp  feed  sales  which are at
their  highest  between June and October.  During last year's nine month period,
receivables in Mexico declined by only $2 million  reflecting  lower volumes for
shrimp feed.  Consolidated  inventories  declined by $11 million during the nine
months ended May 31, 1999 due to lower volumes in Asia,  lower  worldwide  grain
prices and strategic grain purchases made in Mexico in August 1998.  Conversely,
inventories  increased by $27 million  during the nine months ended May 31, 1998
with approximately $17 million of the increase occurring in Korea. This reported
increase in Korea's inventories differs from the change in the historical Dollar
cost of inventories  due to the combined  impact of exchange rate variations and
use of the local  currency as the  functional  currency in Korea.  For reporting
purposes, changes in Korea's inventories are measured in local currency and then
translated  into  Dollars.   By  comparison,   the  historical  Dollar  cost  of
inventories in Korea increased by around $9 million during the nine months ended
May 31, 1998. Korea's raw material inventory levels were up at May 31, 1998 as a
result of sales volume declines taking effect after ingredients were purchased.

     Agribrands is continually evaluating new investment opportunities.  In last
year's nine month period, the Company spent $16.6 million to purchase businesses
in  Venezuela,  Italy  and  China.  These  acquisitions  were  funded  through a
combination of net proceeds from Ralston and local country borrowings.  If these
acquisitions  had occurred as of  September  1, 1997,  they would not have had a
material effect on net sales or net earnings during any of the periods reported.

     Capital  expenditures,  primarily to replace or enhance existing production
facilities  and  equipment,  totaled $21.7 million and $34.9 million  during the
nine months ended May 31, 1999 and 1998, respectively.

     The  Company's  subsidiaries  generally  fund their  working  capital needs
through  short-term  borrowings  provided by local country banks and branches of
multi-national  banks.  Intercompany  loans are also used by the Company if they
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 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.


                                       6
<PAGE>

     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.  The Company  purchased  177,400  shares of Agribrands  common stock
during the nine months ended May 31, 1999.

Year 2000 Costs

     Many  computer  systems and other  systems with  embedded  chip  technology
process  dates based on two digits for the year of a  transaction  rather than a
full four digits. These systems are unable to properly process dates in the year
2000 and beyond.  Agribrands  utilizes a number of computer  systems  across its
worldwide operations. The Company has identified its significant software coding
issues  related  to the  year  2000  date  recognition  for  key  financial  and
operational  systems. The Company has already resolved the year 2000 matter at a
number of its  locations  and plans to  continue  resolving  the matter  through
either  replacement of existing systems with new year 2000 compatible systems or
reprogramming  existing systems.  Agribrands spent approximately $1.0 million to
replace  existing  hardware  and  software  during the nine months ended May 31,
1999. The Company incurred costs for year 2000 reprogramming of existing systems
of approximately  $0.6 million and $0.4 million during the nine months ended May
31, 1999 and 1998, respectively. To make all of its systems year 2000 compliant,
the Company  estimates  incurring an  additional  $0.3 million of  reprogramming
costs and  spending an  additional  $0.3  million on  replacement  hardware  and
software.  Completion of all reprogramming,  hardware and software  replacement,
and  appropriate  testing is  expected  to occur by August 31,  1999.  All costs
related to the  reprogramming  of  existing  systems for the year 2000 issue are
expensed  as  incurred.   Hardware  and  software   replacement  costs  will  be
capitalized.

     Based on the Company's  efforts to date,  management  believes that its key
computer systems and other systems  containing  embedded chip technology will be
year 2000  compliant  before January 1, 2000. The Company has identified its key
customers and suppliers and is working with them to obtain assurances that their
systems are year 2000 compliant.  However, the Company does not have any control
over these third parties and, as a result,  cannot  currently  determine to what
extent  future  operating  results may be  adversely  effected by the failure of
these third parties to successfully address their year 2000 issues. In addition,
the Company  operates in sixteen  countries on four continents at various stages
of economic  development  and is dependent on systems  operated by  governments,
financial institutions,  utilities,  communications suppliers and others in each
of these  countries.  The failure of any of such  infrastructural  systems to be
year 2000  compliant  could disrupt the Company's  business for a period of time
and if not quickly resolved could have a material adverse effect on the Company.
The Company is currently in the process of developing  contingency  plans in the
event  of  substantial  year  2000  failures.  The  Company  believes  that  its
geographic diversification and transactional independence between business units
helps to limit the risk associated with isolated business interruptions.

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  will  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


                                       7
<PAGE>

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 costs  associated  with the  conversion.  To  modify  the key
financial  systems so they can  handle the  mandatory  conversion,  the  Company
anticipates   incurring  $0.2  million  of  reprogramming   costs  and  spending
approximately  $0.2 million on new  software.  All  reprogramming  costs will be
expensed as incurred,  and all software costs will be  capitalized.  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.

Mexico's Status as a Highly Inflationary Economy

     Effective  March  1,  1999,   Mexico  ceased  to  be  considered  a  highly
inflationary economy as defined by generally accepted accounting principles, and
the  Company's  subsidiary  in  Mexico  started  using the  Mexican  Peso as its
functional  currency.  As a result,  changes in the value of the Peso versus the
Dollar could lead to material  exchange gains or losses.  The Company  currently
provides approximately $16 million of intercompany, dollar-denominated financing
to the Mexican affiliate and does not anticipate  changing this structure merely
to avoid exchange gains and losses.  Management  views exchange gains and losses
on Dollar  liabilities  as having  neither  economic  nor cash flow  impact on a
consolidated basis.  Economic effects (in Dollar terms) of exchange rate changes
are  a  consequence  of  net  working  capital  either  directly  or  indirectly
denominated in the local currency.

Outlook

     Assuming  relative  economic  stability in its major  markets,  the Company
views the recent quarters' operating results to be reasonably  representative of
its near-term prospects.  While continuing to explore strategic alternatives for
long-term  growth  and  searching  for  attractive   investment   opportunities,
management  remains  focused  on  optimizing  the  performance  of its  existing
operations.

     Net earnings  are more  difficult to forecast  due, in  particular,  to the
unpredictability  of  translation  and exchange  gains and losses as a result of
volatile  exchange  rates and  changing  capital  structures  within the foreign
affiliates.  Currently,  the Company's most significant exposures to translation
and exchange  gains and losses  impacting  net  earnings are in Brazilian  Real,
Canadian Dollars, Mexican Pesos and Korean Won.

     Due to the spread of earnings  across numerous  taxing  jurisdictions,  the
Company's  effective tax rate has also  contributed to net earnings  volatility.
The effective  tax rate will continue to be sensitive to the Company's  earnings
mix across countries,  foreign tax laws, and decisions regarding repatriation of
foreign earnings.  In addition,  changes in circumstances  surrounding valuation
allowances  taken against tax loss  carryforwards  and tax credit  carryforwards
could lead to one-time reductions in the effective tax rate. Nevertheless, based
on projected earnings mix and tax planning initiatives,  management now believes
its sustainable average effective tax rate will be less than 40%.



                                       8
<PAGE>

Forward-looking Statements & Business Risks

     Certain statements in this report are  "forward-looking  statements" within
the meaning of the federal securities law. This includes  statements  concerning
plans and  objectives  of  management  relating  to  Agribrands'  operations  or
economic   performance,   and   assumptions   related   thereto.   Because  such
forward-looking statements involve risks and uncertainties,  there are important
factors  that could cause  actual  events or results to differ  materially  from
those  expressed  or implied by such  forward-looking  statements.  Factors that
could cause actual results to differ materially include, but are not limited to,
the Company's limited operating  history as an independent  public company,  its
obligations  to  Ralston  (such  as its  indemnification  obligations,  pet food
non-compete  and tax  sharing  obligations),  changes  in general  economic  and
business conditions  (including  agricultural markets) in the various regions of
the world in which Agribrands  operates,  Agribrands' ability to recover its raw
material costs in the pricing of its products,  the  availability of capital and
ingredients on acceptable terms, actions of competitors and government entities,
political  and economic  instability  in countries or regions  where  Agribrands
business is conducted, the level of demand for Agribrands' products,  changes in
Agribrands' business strategies and repercussions  surrounding year 2000 and EMU
matters.

     Agribrands,  as a  supplier  of animal  feeds and other  animal  health and
nutrition  products,  is also 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 in a particular country can
be  negatively  affected  by a  number  of  factors,  including  macro  economic
conditions,  weather conditions,  commodity prices, price controls,  alternative
feed sources, the market price of livestock,  poultry and other animals,  animal
diseases (such as BSE or mad cow disease,  hoof and mouth  disease,  avarian flu
and white spot disease in shrimp), changes in consumer demand (including changes
due to contamination  scares, such as the dioxin issue in Belgium, or resistance
to genetically modified organisms), real estate values, government farm programs
and other  government  regulations,  restrictive  quota and trade  policies  and
tariffs,  production  difficulties,  including capacity and supply  constraints,
labor disputes and general economic conditions.

     Consolidation   of  the  animal  feed  production  and  animal   production
industries around the world will continue to bring about significant  changes in
the product production and distribution  patterns.  Such changes will affect the
growth   prospects   and  pricing   practices  of   Agribrands.   Future  growth
opportunities  for Agribrands are expected to depend on its ability to implement
strategies  for  expanding in growing,  lesser-developed  agricultural  markets,
making  strategic  acquisitions  and  divestitures,  particularly in more mature
markets,  maintaining  effective  cost  control  programs,  and  developing  and
implementing more efficient manufacturing and distribution methodologies,  while
at the same time maintaining aggressive pricing and promotion of its products.



                                       9
<PAGE>


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


                                                  Quarter Ended                   Nine Months Ended
                                                     May 31,                           May 31,
                                               ------------------------       -------------------------
                                               1999            1998           1999             1998
                                               ----            ----           ----             ----
<S>                                            <C>             <C>            <C>             <C>
Net Sales                                      $ 311.8         $  351.1       $ 954.9       $ 1,058.9
Costs and Expenses
     Cost of products sold                       261.9            304.4         796.3           909.7
     Selling, general and administrative          33.8             35.3         104.9           106.7
     Interest                                      1.7              3.4           6.9             9.5
     Provisions for restructuring                  -                -             -               2.0
     Gain on sale of property                      -                -            (0.5)           (0.4)
     Other (income)/expense, net                  (5.4)             -            (7.4)            9.4
                                               --------        --------        -------       ---------
                                                 292.0            343.1         900.2         1,036.9
                                               --------        --------        -------       ---------
Earnings before Income Taxes                      19.8              8.0          54.7            22.0
Income Taxes                                       6.3              4.6          22.3            12.6
                                               --------        --------        -------       ---------
Net Earnings                                   $  13.5         $    3.4       $  32.4       $     9.4
                                               ========        ========       ========      ==========
Earnings Per Share
     Basic                                     $  1.29         $    .32       $  3.06       $     .88
                                               ========        ========       ========      ==========
     Diluted                                   $  1.27         $    .32       $  3.02       $     .88
                                               ========        ========       ========      ==========

                             See Accompanying Notes to Condensed Financial Statements

</TABLE>




                                       10
<PAGE>

<TABLE>
                                       AGRIBRANDS INTERNATIONAL, INC.
                                    CONDENSED CONSOLIDATED BALANCE SHEET
                                           (Dollars in millions)

                                                              May 31,            August 31,
                                                                1999                1998
                                                          -----------------    ---------------
<S>                                                            <C>                 <C>
Assets
Current Assets
     Cash and cash equivalents                                 $   171.4           $   136.5
     Marketable securities                                           1.6                 1.5
     Receivables, less allowance for doubtful accounts              75.5               103.0
     Inventories                                                    85.3                98.8
     Other current assets                                            5.5                11.1
                                                          -----------------    ---------------
       Total Current Assets                                        339.3               350.9
                                                          -----------------    ---------------

Investments and Other Assets                                        52.8                50.9

Property at Cost                                                   350.3               346.9
Accumulated Depreciation                                          (170.7)             (170.3)
                                                          -----------------    ---------------
                                                                   179.6               176.6
                                                          -----------------    ---------------

         Total                                                 $   571.7           $   578.4
                                                          =================    ===============

Liabilities and Shareholders' Equity
Current Liabilities
     Current maturities of long-term debt                      $     3.7           $     8.7
     Notes payable                                                  26.1                46.9
     Accounts payable and accrued liabilities                      125.2               132.8
     Income taxes                                                    8.9                 8.8
                                                          -----------------    ---------------
       Total Current Liabilities                                   163.9               197.2
                                                          -----------------    ---------------

Long-Term Debt                                                       9.5                14.2
Deferred Income Taxes and Other Liabilities                         30.8                27.6

Shareholders' Equity
     Common stock                                                     .1                  .1
     Capital in excess of par                                      419.5               419.5
     Retained earnings                                              38.5                 6.1
     Cumulative translation adjustment                             (84.8)              (86.3)
     Common stock in treasury, at cost                              (5.8)                -
                                                          -----------------    ---------------
     Total Shareholders' Equity                                    367.5               339.4
                                                          -----------------    ---------------

         Total                                                 $   571.7           $   578.4
                                                          =================    ===============

                            See Accompanying Notes to Condensed Financial Statements

</TABLE>


                                       11
<PAGE>



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

<CAPTION>
                                                                                  Nine Months Ended
                                                                                       May 31,
                                                                            ------------------------------
                                                                                1999             1998
                                                                            --------------   -------------
<S>                                                                            <C>             <C>
Cash Flow from Operations
     Net earnings                                                              $  32.4         $    9.4
     Non-cash items included in income
       Depreciation and amortization                                              17.6             15.2
       Translation and exchange loss                                               0.6             10.2
       Non-cash restructuring                                                      -                0.7
       Deferred income taxes                                                       4.1             (7.2)
       Gain on sale of property                                                   (0.5)            (0.4)
     Changes in operating assets and liabilities used in operations               38.4            (36.8)
     Other, net                                                                   (4.6)             8.9
                                                                            --------------   -------------
                      Net cash provided by operations                             88.0              -
                                                                            --------------   -------------

Cash Flow from Investing Activities
     Acquisitions of businesses                                                    -              (16.6)
     Property additions                                                          (21.7)           (34.9)
     Proceeds from the sale of property                                            2.7              1.2
     Other, net                                                                   (1.2)            (0.4)
                                                                            --------------   -------------
                      Net cash used by investing activities                      (20.2)           (50.7)
                                                                            --------------   -------------

Cash Flow from Financing Activities
     Proceeds from sale of long-term debt                                          8.4             12.9
     Principal payments on long-term debt, including current maturities          (15.2)           (19.5)
     Net (decrease) increase in notes payable                                    (19.9)            28.6
     Treasury stock purchases                                                     (5.8)             -
     Net transactions with Ralston                                                 -              102.3
                                                                            --------------   -------------
                      Net cash (used by) provided by financing activities        (32.5)           124.3
                                                                            --------------   -------------

   Effect of Exchange Rate Changes on Cash and Cash Equivalents                   (0.4)            (6.6)
                                                                            --------------   -------------
   Net Increase in Cash and Cash Equivalents                                      34.9             67.0
   Cash and Cash Equivalents, Beginning of Period                                136.5             25.2
                                                                            --------------   -------------
   Cash and Cash Equivalents, End of Period                                    $ 171.4         $   92.2
                                                                            ==============   =============

                             See Accompanying Notes to Condensed Financial Statements
</TABLE>




                                       12
<PAGE>

                         AGRIBRANDS INTERNATIONAL, INC.
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                                  MAY 31, 1999
                              (Dollars in millions)


Note 1 -  Effective   April  1,  1998  (the   Distribution   Date),   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 -  The accompanying  unaudited financial statements have been prepared in
          accordance with the  instructions for Form 10-Q and do not include all
          of the  information  and  footnotes  required  by  generally  accepted
          accounting  principles  for  complete  financial  statements.  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
          financial  statements  of  Agribrands  and notes  thereto for the year
          ended August 31, 1998.

          The  Balance  Sheets as of May 31,  1999 and August  31,  1998 and the
          Statement  of  Earnings  for the nine  months  ended May 31,  1999 are
          presented on a consolidated  basis.  The Statement of Earnings for the
          nine  months  ended May 31,  1998  includes  the  combined  results of
          operations of the  Agribrands  businesses  under Ralston for the seven
          months prior to the Distribution Date and the consolidated  results of
          operations of the Company for the two month period ended May 31, 1998.
          The  combined  results for the period prior to the  Distribution  Date
          include  revenues  and  expenses  that  are  directly  related  to the
          Agribrands businesses.

Note 3 -  Effective  with the first  quarter of fiscal  year 1999,  the  Company
          adopted Statement of Financial  Accounting Standards No. 130 (SFAS No.
          130),  "Reporting  Comprehensive  Income."  SFAS No. 130 requires that
          noncash changes in shareholders equity be combined with net income and
          reported in a new financial statement category entitled "comprehensive
          income."   The   following   table  sets  forth  the   components   of
          comprehensive income:
<TABLE>
<CAPTION>

        --------------------------------------------------------------------------------------------
                                                       Quarter Ended           Nine Months Ended
                                                          May 31,                   May 31,
                                                    -------------------        --------------------
                                                    1999        1998            1999       1998
                                                    ----        ----            ----       ----
<S>                                                 <C>        <C>              <C>       <C>
        Net earnings                                $  13.5    $    3.4         $  32.4   $    9.4
        Foreign currency translation adjustment         0.9        10.1             1.5      (16.9)
                                                    -------    --------         -------   ---------
        Comprehensive income                        $  14.4    $   13.5         $  33.9   $   (7.5)
                                                    =======    ========         =======   =========
</TABLE>



                                       13
<PAGE>

Note 4 -   GEOGRAPHIC SEGMENT INFORMATION
<TABLE>
<CAPTION>

                                                            Quarter Ended                        Nine Months Ended
                                                               May 31,                                May 31,
                                                  -----------------------------------   ------------------------------------
                                                       1999               1998                1999               1998
                                                  ----------------  -----------------   -----------------  -----------------
<S>                                                     <C>               <C>                 <C>             <C>
   Sales
   -----
        Americas                                        $ 145.2           $ 154.8             $ 432.6         $    460.2
        Europe                                             82.9              99.6               266.3              303.7
        Asia                                               83.7              96.7               256.0              295.0
                                                  ----------------  -----------------   -----------------  -----------------
             Total                                      $ 311.8           $ 351.1             $ 954.9         $  1,058.9
                                                  ================  =================   =================  =================
</TABLE>
<TABLE>
<CAPTION>

<S>                                                     <C>               <C>                 <C>                <C>
   Operating Profit
   ----------------
        Americas                                        $   7.5           $   7.7              $ 23.3             $ 21.7
        Europe                                              4.3               2.8                14.7                8.0
        Asia                                                8.0               4.5                25.9               22.5
        Provisions for Restructuring                        -                 -                   -                 (2.0)
        Gain on Sale of Property                            -                 -                   0.5                0.4
        Unallocated Corporate Expenses                     (3.7)             (3.6)              (10.2)              (9.7)
                                                  ----------------  -----------------   -----------------  -----------------
             Operating Profit                              16.1              11.4                54.2               40.9
        Interest Expense                                   (1.7)             (3.4)               (6.9)              (9.5)
        Other Income/(Expense), Net                         5.4               -                   7.4               (9.4)
                                                  ----------------  -----------------   -----------------  -----------------
             Earnings Before Income Taxes               $  19.8           $   8.0              $ 54.7             $ 22.0
                                                  ================  =================   =================  =================

</TABLE>
<TABLE>
<CAPTION>

                                                         May 31,                  August 31,
                                                           1999                      1998
                                                   ---------------------      --------------------
<S>                                                      <C>                        <C>
   Total Assets
   ------------
        Americas                                         $ 165.5                    $ 188.7
        Europe                                             116.7                      139.7
        Asia                                               143.4                      132.5
        Unallocated Corporate Assets                       146.1                      117.5
                                                   ---------------------      --------------------
             Total                                       $ 571.7                    $ 578.4
                                                   =====================      ====================
</TABLE>

          The above information has been prepared on a basis consistent with the
          Company's financial  statements for the year ended August 31, 1998 and
          does  not  necessarily   meet  the   requirements  of  SFAS  No.  131,
          "Disclosures about Segments of an Enterprise and Related Information,"
          which  establishes  new  requirements  for the  reporting  of  segment
          information.  Management is still  evaluating  the effect SFAS No. 131
          will have on the  Company's  disclosures.  The  Company is required to
          adopt SFAS No. 131 in its  financial  statements  for the year  ending
          August 31, 1999.

Note 5 -  There  were   10,490,511  and   10,668,571   shares  of  common  stock
          outstanding at May 31, 1999 and August 31, 1998, respectively.


                                       14
<PAGE>

          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               Nine Months ended May 31,
                                                                         May 31,
                                                              -------------------------------  ------------------------------
                                                                  1999             1998            1999             1998
                                                              --------------  ---------------  --------------  --------------
<S>                                                          <C>             <C>              <C>             <C>
    Numerator:
         Numerator for basic earnings per share -
           Net earnings                                      $      13.5     $       3.4      $      32.4     $       9.4
          Effect of dilutive securities                               -               -                -               -
                                                             --------------  ---------------  --------------  ---------------
         Numerator for dilutive earnings per share -
           Net earnings                                      $      13.5     $       3.4      $      32.4     $       9.4
                                                             ==============  ===============  ==============  ===============
    Denominator:
        Denominator for basic earnings per share -
           Weighted-average shares (1)                        10,504,726      10,668,571       10,603,807      10,668,571
        Effect of dilutive securities:
           Stock options (2)                                     147,752           -              116,358           -
                                                             --------------  ---------------  --------------  ---------------
        Denominator for dilutive earnings per share -
           Weighted-average shares and assumed conversions    10,652,478      10,668,571       10,720,165      10,668,571
                                                             ==============  ===============  ==============  ===============
    Basic earnings per share (3)                             $      1.29     $       .32      $      3.06     $       .88
                                                             ==============  ===============  ==============  ===============
    Diluted earnings per share (3)                           $      1.27     $       .32      $      3.02     $       .88
                                                             ==============  ===============  ==============  ===============
</TABLE>

     (1)  Assumes  10,668,571  shares  outstanding  during  periods prior to the
          Distribution Date.

     (2)  Options to purchase 1,110,500 shares of common stock at prices ranging
          from  $34.25 to $36.68 per share were  outstanding  during the quarter
          and nine  months  ended  May 31,  1999 but  were not  included  in the
          computation  of  diluted  earnings  per  share  because  the  options'
          exercise price was greater than the average market price of the common
          shares during the respective periods.

     (3)  The sum of quarterly EPS data will not necessarily equal  year-to-date
          EPS data.

Note 6 -  Receivables consist of the following:

                                              May 31, 1999       August 31, 1998
                                           ----------------    -----------------
       Gross receivables                       $   86.0             $ 113.4
       Allowance for doubtful accounts            (10.5)              (10.4)
                                           ----------------    -----------------
                                               $   75.5             $ 103.0
                                           ================    =================



                                       15
<PAGE>



Note 7 -  Inventories consist of the following:

                                              May 31, 1999       August 31, 1998
                                           -----------------    ----------------
               Raw materials and supplies        $ 64.6               $ 77.8
               Finished products                   20.7                 21.0
                                           -----------------    ----------------
                                                 $ 85.3               $ 98.8
                                           =================    ================

Note 8 -  Investments and Other Assets consist of the following:

                                                   May 31, 1999  August 31, 1998
                                                  -------------   ------------
     Goodwill, net of accumulated amortization of
     $6.6 at May 31 and $5.6 at August 31           $ 29.5           $ 32.4
     Investments in affiliated companies               6.6              6.6
     Deferred charges and other assets                16.7             11.9
                                                  -------------   ------------
                                                    $ 52.8           $ 50.9
                                                  =============   ============

Note 9 -  Accounts payable and accrued liabilities consist of the following:

                                              May 31, 1999      August 31, 1998
                                             ---------------    ---------------
               Trade accounts payable            $   76.9           $   81.4
               Incentive compensation,
                  salaries and vacations             14.3               15.8
               Restructuring reserves                 0.4                1.3
               Other items                           33.6               34.3
                                             ---------------    ---------------
                                                 $  125.2           $  132.8
                                             ===============    ===============

Note 10 - Other (income)/expense, net consists of the following:
<TABLE>
<CAPTION>


                                                            Quarter Ended              Nine Months Ended
                                                               May 31,                      May 31,
                                                         ----------------------       -------------------
                                                         1999            1998         1999           1998
                                                         ----            ----         ----           ----
<S>                                                      <C>            <C>         <C>           <C>
               Translation and exchange (gain)/loss      $  (2.9)       $ (1.0)     $  0.6        $ 10.2
               Investment income                            (2.5)         (1.5)       (8.0)         (3.3)
               Write-off of deferred financing costs         -             2.5         -             2.5
                                                         --------       -------     -------       -------
                                                         $  (5.4)       $  -        $ (7.4)       $  9.4
                                                         ========       =======     =======       =======
</TABLE>

Note 11 - The  Financial   Accounting  Standards  Board  issued  SFAS  No.  133,
          "Accounting  for Derivative  Instruments  and Hedging  Activities," in
          June 1998.  The Company is evaluating  the effect this  statement will
          have on its financial reporting and disclosures.


                                       16
<PAGE>



<TABLE>
                         AGRIBRANDS INTERNATIONAL, INC.
                    SELECTED QUARTERLY FINANCIAL INFORMATION
                              (Dollars in Millions)
                                   (Unaudited)

<CAPTION>
FISCAL 1999
                                                      First            Second          Third
                                                   -------------    -------------   -------------
<S>                                                     <C>              <C>             <C>
Tons of feed product sold (in thousands)
        Americas                                           557              525             544
        Europe                                             392              376             377
        Asia                                               329              309             319
                                                   -------------    -------------   -------------
             Total                                       1,278            1,210           1,240
                                                   =============    =============   =============

Income over Ingredient Costs
        Americas                                        $ 40.3           $ 33.1          $ 35.1
        Europe                                            32.1             29.4            28.0
        Asia                                              22.5             23.0            24.0
                                                   -------------    -------------   -------------
             Total                                      $ 94.9           $ 85.5          $ 87.1
                                                   =============    =============   =============

Depreciation and Amortization
        Americas                                        $  2.0           $  2.1          $  2.0
        Europe                                             2.0              2.1             2.0
        Asia                                               1.7              1.8             1.9
                                                   -------------    -------------   -------------
             Total                                      $  5.7           $  6.0          $  5.9
                                                   =============    =============   =============

Translation and Exchange (Gain)/Loss
        Americas                                        $  0.1           $  4.0          $ (2.6)
        Europe                                             0.2              -               -
        Asia                                              (0.4)            (0.4)           (0.3)
                                                   -------------    -------------   -------------
             Total                                      $ (0.1)          $  3.6          $ (2.9)
                                                   =============    =============   =============
</TABLE>
<TABLE>


<CAPTION>
FISCAL 1998
                                                      First            Second          Third            Fourth
                                                   -------------    -------------   -------------    -------------
<S>                                                     <C>              <C>             <C>              <C>
Tons of feed product sold (in thousands)
        Americas                                           524              522             558              586
        Europe                                             393              407             404              381
        Asia                                               384              356             342              321
                                                   -------------    -------------   -------------    -------------
             Total                                       1,301            1,285           1,304            1,288
                                                   =============    =============   =============    =============

Income over Ingredient Costs
        Americas                                        $ 35.2           $ 33.8          $ 35.5           $ 40.7
        Europe                                            29.3             28.0            28.4             29.5
        Asia                                              27.6             19.2            18.4             20.2
                                                   -------------    -------------   -------------    -------------
             Total                                      $ 92.1           $ 81.0          $ 82.3           $ 90.4
                                                   =============    =============   =============    =============



                                       17
<PAGE>

FISCAL 1998 (continued)
                                                      First            Second          Third            Fourth
                                                   -------------    -------------   -------------    -------------
Depreciation and Amortization
        Americas                                        $  1.6           $  1.7          $  1.9           $  1.8
        Europe                                             1.9              1.9             2.2              2.3
        Asia                                               1.5              1.1             1.4              1.9
                                                   -------------    -------------   -------------    -------------
             Total                                      $  5.0           $  4.7          $  5.5           $  6.0
                                                   =============    =============   =============    =============

Translation and Exchange (Gain)/Loss
        Americas                                        $  2.7           $  1.4          $  1.3           $  3.7
        Europe                                             0.1              0.1            (0.4)            (0.3)
        Asia                                               2.7              4.2            (1.9)            (0.8)
                                                   -------------    -------------   -------------    -------------
             Total                                      $  5.5           $  5.7          $ (1.0)          $  2.6
                                                   =============    =============   =============    =============

</TABLE>


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 Separation  Agreement with Gonzalo Dal Borgo dated
                      April 7, 1999

               (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 May 31, 1999.




                                       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:  June 29, 1999



                                       19
<PAGE>

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


Exhibits
--------



          EX-10.1 Form of  Separation  Agreement  with  Gonzalo  Dal Borgo dated
                  April 7, 1999.

          EX-27   Financial data schedule for 3rd Quarter of Fiscal 1999.



















                                       20