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, 1998

                           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 12, 1999:

                                   10,668,571
                                ----------------

<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  product  sales  prices and percent of sales gross  profit
margins are directly  influenced by changes in the underlying  commodity  prices
for raw materials used to formulate  animal feeds.  The feed industry  generally
prices  products on the basis of aggregate  ingredient cost plus a fixed margin,
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  several  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 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


                                       2
<PAGE>


inventories  and the  industry's  practice  of  pricing  based on a margin  over
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  globally  have a greater  impact on the  Company's  dollar
translated selling prices than changes in exchange rates.
<TABLE>


RESULTS OF OPERATIONS - DOLLARS IN MILLIONS
<CAPTION>

                                                Consolidated     Americas        Europe          Asia
<S>                                             <C>              <C>             <C>             <C>   

Quarter Ended November, 1998:
Net Sales                                       $332.4           $149.3           $95.5           $87.6
Operating Profit                                 $21.9(a)          $9.4            $5.8            $9.6

Tons of feed product sold (in thousands)         1,278              557             392             329
Income over Ingredient Costs                     $94.9            $40.3           $32.1           $22.5


Quarter Ended November, 1997:
Net Sales                                       $374.8           $156.2          $102.1          $116.5
Operating Profit                                 $17.0(a)          $7.6            $2.1           $10.0

Tons of feed product sold (in thousands)         1,301              524             393             384
Income over Ingredient Costs                     $92.1            $35.2           $29.3           $27.6

</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

         Consolidated  net sales for the three  months  ended  November 30, 1998
decreased $42.4 million,  or 11.3%, to $332.4 million compared to $374.8 million
for the same  period  last year.  Volume  decreased  23,000  tons,  or 1.8%,  to
1,278,000 tons for the first quarter  compared to 1,301,000 tons for last year's
first quarter. The decline in net sales was primarily the result of lower dollar
translated  selling prices reflecting lower commodity costs relative to the same
period last year,  consistent  with the feed  industry's  practice of  adjusting
prices to achieve relatively stable unit margins.  The decrease in volume is due
primarily to the financial  crisis in Asia which began last year after the first
quarter was completed. Asia's decline in volume was mostly offset by an increase
in volume in the Americas.


         Net sales in the Americas  decreased  $6.9 million,  or 4.4%, to $149.3
million for the three months ended November 30, 1998 from $156.2 million for the
same period last year.  Average  selling prices declined $30 per ton compared to
the same period  last year as a result of lower  ingredient  costs.  The loss in
revenue per ton was partially offset by a 6.3% increase in volume,  primarily in
Mexico's shrimp and hog feed business. 

                                       3
<PAGE>

         Net sales in Europe  decreased $6.6 million,  or 6.5%, to $95.5 million
for the three  months ended  November 30, 1998 from $102.1  million for the same
period last year.  Average selling prices declined $16 per ton reflecting  lower
ingredient  costs,  consistent  with the feed  industry's  practice of adjusting
prices to achieve relatively stable unit margins.  Europe's first quarter volume
was flat compared to last year.

         Net sales in Asia decreased  $28.9 million,  or 24.8%, to $87.6 million
for the three  months ended  November 30, 1998 from $116.5  million for the same
period last year due to both lower volume and lower selling  prices.  Volume for
the Asia region was down 55,000 tons,  or 14.3%,  compared to last year due to a
shrinking  feed market  following  the  financial  crisis which  occurred in the
region last year after the first quarter was completed.  Average  selling prices
declined  $37 per ton  compared to the same period  last year  reflecting  lower
ingredient costs.

Operating Profit

         Consolidated  operating  profit  increased $4.9 million,  or 28.8%,  to
$21.9  million for the three months ended  November 30, 1998 from $17.0  million
for the same period  last year.  Operating  profit  increased  significantly  as
improved  margins and increased volume in the Americas region and better results
from Europe more than offset a small decline in the Asia region.

         Operating profit in the Americas  increased $1.8 million,  or 23.7%, to
$9.4 million for the three months ended  November 30, 1998 from $7.6 million for
the same period last year. The  improvement in operating  profit occurred mainly
in Mexico and Venezuela where the Company  experienced  increased  volume in the
shrimp,  hog and  broiler  lines and  favorable  ingredient  costs.  IOIC in the
Americas  improved  $5.1  million,  or 14.5%;  however,  these gains were mostly
offset by higher  production  and  overhead  costs in Mexico and a $1.8  million
charge  incurred to settle a claim by a former joint  venture  partner in Chile.
See the  notes  to the  condensed  financial  statements  for  more  information
concerning the settlement of this claim.

         Operating profit in Europe increased $3.7 million,  or 176.2%,  to $5.8
million for the three months  ended  November 30, 1998 from $2.1 million for the
same period last year.  Costs for feed  ingredients in the region decreased $9.4
million,  or $24 per ton,  reflecting the decline in worldwide  commodity prices
compared  to the same  period  last  year.  Despite  no change in  volume,  IOIC
improved by $2.8 million,  or 9.6%, because average selling prices declined less
than average  ingredient  costs.  The  operations in Hungary  continue to be the
largest  contributor  to earnings  in the region;  however,  the  operations  in
France,  Italy and Spain  accounted  for most of the  improvement  in  operating
profit for the first quarter.

         Operating  profit in Asia decreased $0.4 million,  or 4.0%, to $9.6 for
the three months ended  November 30, 1998 from $10.0 million for the same period
last year. Costs for feed ingredients in the region decreased $23.8 million,  or
$34 per ton, reflecting the decline in worldwide commodity prices. IOIC declined
$5.1 million, or 18.5%,  compared to the first quarter last year. The decline in
IOIC was largely  offset by a $4.7 million  reduction in production and overhead
costs.  Nearly  all of this cost  reduction  occurred  in Korea  where the local
currency  devalued against the U.S. Dollar by approximately  25% compared to the
same period last year and expenditures on advertising and promotional items were
cut back in response to the financial crisis.

         Asian feed markets shrank following the financial crisis in the region,
particularly in Korea which represented approximately 70% of the Company's Asian


                                       4
<PAGE>

sales volume during the first quarter.  Reduced demand for meat products  caused
wholesale  meat  prices  to  settle  near or below  production  costs.  This has
restricted  the Korean  operations'  ability  to  maintain  volume and  margins,
particularly  in its  largest  product  category  - hog  feed.  In spite of this
difficult  economic  environment,  the overall Korean  operations  have remained
profitable through cost reductions and the introduction of new products into the
marketplace.

Earnings Before Income Taxes

         Earnings  before income taxes increased  $12.3 million,  or 130.9%,  to
$21.7 million for the three months ended November 30, 1998 from $9.4 million for
the same period last year. 

         Interest  expense  totaled  $2.9  million  for the three  months  ended
November 30, 1998  compared to $3.1  million for the same period last year.  The
decrease is due to lower levels of debt outstanding during the current period.

         Other  income/expense,  net, changed  favorably by $7.2 million for the
three  months  ended  November  30, 1998  compared to the same period last year.
Translation and exchange losses were substantially  higher for the first quarter
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   uses
hyper-inflationary accounting. Investment income was $1.6 million higher for the
three months ended  November 30, 1998 due to higher  levels of interest  bearing
investments.

Net Earnings

         Net earnings  increased $7.1 million,  or 177.5%,  to $11.1 million for
the three months  ended  November 30, 1998 from $4.0 million for the same period
last year.  Income taxes,  which included United States and foreign taxes,  were
48.8% of pre-tax  earnings for the current period and 57.4% last year. The lower
effective rate for the current quarter resulted from changes in the earnings mix
including a  significant  reduction of foreign  losses in countries for which no
tax benefit could be currently recognized.

Financial Condition

         Cash flows from  operations were $29.7 million and $7.0 million for the
three months ended  November 30, 1998 and 1997,  respectively.  The  significant
increase in  operating  cash flows  between the two  periods  resulted  from the
improvement  in earnings and changes in inventory  levels during the  respective
periods.  Inventory  levels  declined during the three months ended November 30,
1998 due to better than  expected  sales volume for the quarter with most of the
decline occurring in Korea,  Mexico and Colombia.  Conversely,  inventory levels
had increased  during the three months ended  November 30, 1997 with most of the
increase occurring in Venezuela and Korea.

         Capital   expenditures,   primarily  to  replace  or  enhance  existing
production facilities and equipment,  totaled $7.4 million and $10.9 million for
the three months ended November 30, 1998 and 1997, 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 and have


                                       5
<PAGE>

the  effect  of  reducing  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.

         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  has  not  yet   purchased   any  shares  under  this
authorization.

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
entire worldwide operation.  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.  The  Company  incurred costs of approximately
$0.2 million in the quarter ended November 30, 1998 for year 2000  reprogramming
of  existing  systems.  Year 2000  reprogramming  costs were  negligible  in the
quarter ended November 30, 1997. To make all of its systems year 2000 compliant,
the Company  estimates  incurring an  additional  $0.5 million of  reprogramming
costs and  spending an   additional  $1.5 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  the turn of the  millennium.  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.

                                       6
<PAGE>


European Economic Monetary Union

         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 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
equipped to handle the July 1, 2002 withdrawal of all legacy currencies. As part
of an initiative to make all of the Company's key financial  systems  consistent
across the  organization,  management  is planning to replace  these old systems
with a new system that can handle the July 1, 2002  mandatory  conversion to the
Euro. All costs associated with the new system will be capitalized.  The Company
has not incurred any  reprogramming  costs in connection  with the conversion to
the Euro and does not anticipate  incurring any such costs in the future. From a
broader  business  perspective,   conversion  to  the  Euro  may  cause  pricing
disparities in different markets to narrow,  lowering the Company's margins. 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

         The  Company's  operations in Mexico  currently use the U.S.  Dollar as
their  functional  currency.  Effective  March 1, 1999,  Mexico will cease to be
considered a highly inflationary economy. After that date, the Company's Mexican
affiliate  will no  longer  be  required  to  maintain  the U.S.  Dollar  as its
functional  currency.   Management  is  currently   considering  whether  it  is
appropriate  to change the  functional  currency for its operations in Mexico to
the Mexican Peso based on the  guidance in  Statement  of  Financial  Accounting
Standards No. 52, "Foreign Currency Translation." 

Outlook

         As noted earlier,  pricing in the animal feed industry around the world
is generally  driven directly by the cost of the ingredients  used to make feed.
The  industry  is highly  fragmented  in most  places  around the world and feed
prices tend to adjust quickly to achieve  levels where  producers are provided a
stable  return on the assets  employed  in  processing  feed.  In  effect,  feed
producers are paid a fee for the "service" of grinding,  mixing,  and processing
commodity and other  ingredients and are reimbursed for the presumed cost of the
ingredients. These dynamics generally lead to stable unit margins.

         The current  quarter's results reflect higher than normal unit margins.
Management  believes  a  portion  of the  variance  from  normal  margins  is an
increased  premium  over  industry  margins  by virtue of cost  advantages  over
competition achieved through effective purchasing. However, it also appears that
the  average  industry  margin was higher  due to unusual  circumstances  in the
commodity markets.  Management  believes that the recent sharp drop in commodity
costs  (principally soy and corn) after more than a year of declining  commodity
costs  generated a situation  where the industry did not fully reduce its prices
for feed to reflect the lower costs.

                                       7
<PAGE>

         Both of these  circumstances are believed to be short-term  effects. As
commodity  prices  stabilize,  industry  margins  should return to normal.  As a
result,  management  anticipates  future unit margins to move toward  historical
averages.  For this reason and the likelihood of lower  comparisons  continuing,
management  does not expect to maintain the operating  profit level  achieved in
the first quarter.  On a consolidated  basis,  operating  profit results for the
remainder  of the fiscal year should  compare more closely with the same periods
in prior years.  Based on current  trends,  Europe should continue to improve on
prior year results, offset by continued weakness in Asia. There is no particular
basis for expecting the Americas to perform  differently than in the prior year,
but results remain highly sensitive to fragile macro-economic  conditions in the
region.

         Net earnings results 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 Canadian  Dollars,
Mexican  Pesos and Korean  Won.  With  respect to income  taxes,  the  Company's
consolidated  effective rate is expected to track close to the 49% rate achieved
in the first quarter. 

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 the Agribrands
business is conducted,  the level of demand for Agribrands'  products and change
in Agribrands' business strategies. 

         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 and  avarian  flu),
changes in consumer  demand,  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.


                                       8
<PAGE>



--------------------------------------------------------------------------------
<TABLE>


                         AGRIBRANDS INTERNATIONAL, INC.
                       CONSOLIDATED STATEMENT OF EARNINGS
                   (DOLLARS IN MILLIONS EXCEPT PER SHARE DATA)


<CAPTION>
                                                            Quarter ended
                                                            November 30,
                                                      --------------------------
                                                        1998              1997
                                                      --------          --------
<S>                                                   <C>               <C>

Net Sales                                             $ 332.4           $ 374.8
Costs and Expenses
    Cost of products sold                               273.7             318.7
    Selling, general and administrative                  36.8              39.5
    Interest                                              2.9               3.1
    Gain on sale of property                              -                (0.4)
    Other (income)/expense, net                          (2.7)              4.5
                                                      --------          --------
                                                        310.7             365.4
                                                      --------          --------
Earnings before Income Taxes                             21.7               9.4
Income Taxes                                             10.6               5.4
                                                      --------          --------
Net Earnings                                          $  11.1           $   4.0
                                                      ========          ========
Earnings Per Share
    Basic                                             $  1.04           $   .37
                                                      ========          ========
    Diluted                                           $  1.03           $   .37
                                                      ========          ========

</TABLE>


            See Accompanying Notes to Condensed Financial Statements


================================================================================


                                       9
<PAGE>

<TABLE>

                         AGRIBRANDS INTERNATIONAL, INC.
                           CONSOLIDATED BALANCE SHEET
                        (CONDENSED - DOLLARS IN MILLIONS)

<CAPTION>
                                                          November 30,      August 31,
                                                              1998               1998
<S>                                                       <C>               <C>
                                                           -----------      -----------
Assets
Current Assets
    Cash and cash equivalents                             $   163.1         $   136.5
    Marketable securities                                       1.5               1.5
    Receivables, less allowance for doubtful accounts         105.1             103.0
    Inventories                                                89.6              98.8
    Other current assets                                       13.0              11.1
                                                          ----------        ----------
      Total Current Assets                                    372.3             350.9
                                                          ----------        ----------

Investments and Other Assets                                   55.0              50.9

Property at Cost                                              359.9             346.9
Accumulated Depreciation                                     (176.6)           (170.3)
                                                          ----------        ----------
                                                              183.3             176.6
                                                          ----------        ----------

        Total                                             $   610.6         $   578.4
                                                          ==========        ==========

Liabilities and Shareholders Equity
Current Liabilities
    Current maturities of long-term debt                  $     9.1         $     8.7
    Notes payable                                              50.4              46.9
    Accounts payable and accrued liabilities                  138.6             132.8
    Income taxes                                               13.7               8.8
                                                          ----------        ----------
      Total Current Liabilities                               211.8             197.2
                                                          ----------        ----------

Long-Term Debt                                                 14.6              14.2
Deferred Income Taxes                                           4.1               2.7
Other Liabilities                                              25.8              24.9

Shareholders Equity
    Common stock                                                 .1                .1
    Capital in excess of par                                  419.5             419.5
    Retained earnings                                          17.2               6.1
    Cumulative translation adjustment                         (82.5)            (86.3)
                                                          ----------        ----------
      Total Shareholders Equity                               354.3             339.4
                                                          ----------        ----------

        Total                                             $   610.6         $   578.4
                                                          ==========        ==========
</TABLE>

            See Accompanying Notes to Condensed Financial Statements




                                       10
<PAGE>



<TABLE>


                         AGRIBRANDS INTERNATIONAL, INC.
                      CONSOLIDATED STATEMENT OF CASH FLOWS
                        (CONDENSED - DOLLARS IN MILLIONS)

<CAPTION>
                                                                 Three Months ended
                                                                    November 30,
                                                             -------------------------
                                                                1998            1997
<S>                                                          <C>              <C>
                                                             -----------      --------
Cash Flow from Operations
    Net earnings                                             $   11.1         $   4.0
    Non-cash items included in income
       Depreciation and amortization                              5.7             5.0
       Translation and exchange (gain)/loss                      (0.1)            5.6
       Deferred income taxes                                      1.4             2.0
       Gain on sale of property                                   -              (0.4)
    Changes in operating assets and liabilities used in          15.7            (9.4)
       operations
    Other, net                                                   (4.1)            0.2
                                                             ---------        --------
                   Net cash provided by operations               29.7             7.0
                                                             ---------        --------

Cash Flow from Investing Activities
    Property additions                                           (7.4)          (10.9)
    Proceeds from the sale of property                            0.7             0.7
    Other, net                                                    0.1            (1.7)
                                                             ---------        --------
               Net cash used by investing activities             (6.6)          (11.9)
                                                             ---------        --------

Cash Flow from Financing Activities
    Proceeds from sale of long-term debt                          0.2             0.8
    Principal payments on long-term debt, including current
        maturities                                               (0.4)           (1.1)
    Net increase in notes payable                                 3.2            23.6
    Net transactions with Ralston                                 -             (10.4)
                                                             ---------        --------
               Net cash provided by financing activities          3.0            12.9
                                                             ---------        --------

Effect of Exchange Rate Changes on Cash and Cash Equivalents      0.5            (3.0)
                                                             ---------        --------
Net Increase in Cash and Cash Equivalents                        26.6             5.0
Cash and Cash Equivalents, Beginning of Period                  136.5            25.2
                                                             ---------        --------
Cash and Cash Equivalents, End of Period                     $  163.1          $ 30.2
                                                             =========        ========

</TABLE>

            See Accompanying Notes to Condensed Financial Statements




                                       11
<PAGE>


                         AGRIBRANDS INTERNATIONAL, INC.
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                                NOVEMBER 30, 1998
                              (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  procedures 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  connection  with  the  financial
               statements  of  Agribrands  and notes  thereto for the year ended
               August 31, 1998.

               The Balance  Sheets as of  November  30, 1998 and August 31, 1998
               and the Statement of Earnings for the three months ended November
               30, 1998 are presented on a consolidated  basis. The Statement of
               Earnings  for  the  three  months  ended  November  30,  1997  is
               presented on a combined  basis and reflects a period during which
               the  Agribrands  businesses  operated  primarily as  wholly-owned
               subsidiaries  of  Ralston  and  its  subsidiaries.  The  combined
               Statement of Earnings  includes  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>
                                                              Quarter ended
                                                               November 30,
                                                          ---------------------
<CAPTION>

                                                            1998         1997
                                                          ---------   --------
<S>                                                       <C>         <C>    
                Net earnings                              $ 11.1      $   4.0
                Foreign currency translation adjustment      3.8        (15.3)
                                                          -------     --------
                                                          
                Comprehensive income                      $ 14.9       $(11.3)
                                                          =======     ========
                
</TABLE>


                                       12
<PAGE>





Note 4 - GEOGRAPHIC SEGMENT INFORMATION
<TABLE>
<CAPTION>
                                                              Quarter ended 
                                                               November 30,
                                                          --------------------
                                                            1998         1997
                                                          --------     -------
<S>                                                       <C>          <C>
Sales
        Americas                                          $ 149.3      $ 156.2
        Europe                                               95.5        102.1
        Asia                                                 87.6        116.5
                                                          --------     --------
             Total                                        $ 332.4      $ 374.8
                                                          ========     ========

Income over Ingredient Costs
        Americas                                          $  40.3      $  35.2
        Europe                                               32.1         29.3
        Asia                                                 22.5         27.6
                                                          --------     --------
             Total                                        $  94.9      $  92.1
                                                          ========     ========

Operating Profit
        Americas                                          $   9.4      $   7.6
        Europe                                                5.8          2.1
        Asia                                                  9.6         10.0
        Gain on Sale of Property                               -           0.4
        Unallocated Corporate Expenses                       (2.9)        (3.1)
                                                          --------     --------
             Operating Profit                                21.9         17.0
        Interest Expense                                     (2.9)        (3.1)
        Other Income/(Expense), Net                           2.7         (4.5)
                                                          --------     --------
             Earnings Before Income Taxes                 $  21.7      $   9.4
                                                          ========     ========

Depreciation & Amortization
        Americas                                          $   2.0      $   1.6
        Europe                                                2.0          1.9
        Asia                                                  1.7          1.5
                                                          --------     --------
             Total                                        $   5.7      $   5.0
                                                          ========     ========

Translation & Exchange (Gain)/Loss
        Americas                                          $   0.1      $   2.7
        Europe                                                0.2          0.1
        Asia                                                 (0.4)         2.7
                                                          --------     --------
             Total                                        $  (0.1)     $   5.5
                                                          ========     ========


Total Assets
        Americas                                          $ 323.4      $ 192.3
        Europe                                              143.4        143.1
        Asia                                                143.8        137.9
                                                          --------     --------
             Total                                        $ 610.6      $ 473.3
                                                          ========     ========

</TABLE>

                                       13
<PAGE>

               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-ended August 31, 1999.


Note 5 -       There  were  10,668,571  shares of common  stock  outstanding  at
               November 30, 1998 and August 31, 1998.

               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>

                                                                        Quarter ended
                                                                        November 30,
                                                               ------------------------------
<CAPTION>

                                                                   1998              1997
<S>                                                            <C>               <C>
                                                               -----------       ------------
     Numerator:
         Numerator for basic earnings per share -
           Net earnings                                        $      11.1       $       4.0
         Effect of dilutive securities                                  -                  -
                                                               ------------      ------------
         Numerator for dilutive earnings per share -
           Net earnings                                        $      11.1       $       4.0
                                                               ===========       ============
     Denominator:
        Denominator for basic earnings per share -
           Weighted-average shares                              10,668,571        10,668,571(1)
        Effect of dilutive securities:
           Stock options                                            75,393(2)            -
                                                               ------------      ------------
        Denominator for dilutive earnings per share -
           Weighted-average shares and assumed conversions      10,743,964        10,668,571
                                                               ============      ============
     Basic earnings per share                                  $      1.04       $       .37
                                                               ============      ============
     Diluted earnings per share                                $      1.03       $       .37
                                                               ============      ============
</TABLE>

          (1)  Assumes   10,668,571  shares  outstanding  during  quarter  ended
               November 30, 1997 (prior to the Distribution Date).


          (2)  Options to purchase  1,114,500  shares of common  stock at prices
               ranging from $34.25 to $36.68 per share were  outstanding  during
               the quarter ended  November 30, 1998 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.

                                      14
<PAGE>

<TABLE>


  Note 6 -      Receivables consist of the following:
<CAPTION>

                                                                November 30,        August 31, 
                                                                    1998                1998
                                                                --------------      ----------
<S>                                                             <C>                 <C>                  
                 Gross receivables                                 $ 116.6          $  113.4
                 Allowance for doubtful accounts                     (11.5)            (10.4)
                                                                   --------          --------
                                                                   $ 105.1          $  103.0
                                                                   ========          ========


  Note 7 -      Inventories consist of the following:



                                                                November 30,        August 31, 
                                                                    1998               1998
                                                                --------------      ----------
                 Raw materials and supplies                         $ 70.6           $ 77.8
                 Finished products                                    19.0             21.0
                                                                   --------          -------
                                                                    $ 89.6           $ 98.8
                                                                   ========         =======


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

                                                                November 30,        August 31,
                                                                    1998               1998
                                                                -------------       ----------

                 Goodwill, net of accumulated amortization of
                   $5.9 at November 30 and $5.6 at August 31        $ 32.1            $ 32.4
                 Investments in affiliated companies                   6.8               6.6
                 Deferred charges and other assets                    16.1              11.9
                                                                   --------         --------
                                                                   $  55.0            $ 50.9
                                                                   ========         =========

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

                                                                November 30,        August 31,
                                                                     1998            1998
                                                                ---------------     ----------
                 Trade accounts payable                             $ 88.0            $ 81.4
                 Incentive compensation, salaries and vacations       13.3              15.8
                 Restructuring reserves                                0.9               1.3
                 Other items                                          36.4              34.3
                                                                   --------         --------
                                                                   $ 138.6           $ 132.8
                                                                   ========         ==========

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

</TABLE>
<TABLE>

<CAPTION>
                                                                        Quarter ended
                                                                        November 30,
                                                                ----------------------------
<S>                                                             <C>             <C> 
                                                                   1998            1997
                                                                ----------      ------------
                Translation and exchange (gain)/loss            $ (0.1)           $  5.5
                Investment income                                 (2.6)             (1.0)
                                                                ----------      ------------
                                                            
                                                                $ (2.7)           $  4.5
                                                                ==========      ============
                                                                 
</TABLE>




                                       15
<PAGE>




  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. The Company
               will adopt SFAS No. 133 in fiscal year 2000.


  Note 12 -    On January 8, 1999,  a claim  filed by C. A.  Menichetti  Fuente,
               S.A.I.,  a Chilean  group of companies  ("MF"),  against  Ralston
               Purina  International   Holding  Company,   Inc.  ("RPIHCI"),   a
               subsidiary of Ralston which was merged into Ralston,  was settled
               for $6.5  million.  MF was the former  partner  with  RPIHCI in a
               joint venture named Alimentos  Purina Chile S.A.  Pursuant to the
               terms of an indemnity  agreement  between Ralston and Agribrands,
               Agribrands paid $4.0 million and Ralston paid $2.5 million of the
               settlement,  with each party  bearing  its share of the costs and
               expenses of the legal proceedings.  The settlement agreement with
               MF releases  Agribrands and Ralston from any further liability to
               MF. The settlement  also  terminates all agreements and relations
               between  any  member  of the MF group  and any  person  or entity
               affiliated  with Ralston or Agribrands.  During the quarter ended
               November 30, 1998,  Agribrands  incurred a  nonrecurring,  pretax
               charge of $1.8 million related to the settlement of this claim.


PART II -     OTHER INFORMATION

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


Item 1.       Legal Proceedings

              The  claim  asserted   against  Ralston  in  connection  with  the
              Company's phased withdrawal from an unsuccessful  joint venture in
              Chile was settled for $6.5 million.  The Company's  portion of the
              settlement  was $4.0  million  plus its  share  of the  costs  and
              expenses  of  the  legal   proceedings.   Information  about  this
              settlement  is set  forth  in Note 12 of the  Notes  to  Condensed
              Financial Statements set forth above.

Item 6.       Exhibits and Reports on Form 8-K

              (a)     Exhibits filed with this Report:



                      (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, 1998.




<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 12, 1999


<PAGE>


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


Exhibits
--------



          EX-27 Financial data schedule for 1st Quarter of Fiscal 1999.

          (Documents prepared on Edgar and provided electronically)