SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10Q

                QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                       For Quarter Ended February 28, 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 March 30, 1999:

                                   10,526,511
                                 --------------

<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  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
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  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 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 ingredient costs, such changes in local currency costs are soon
reflected  in the local  currency  price of feed  products.  For these  reasons,


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<PAGE>

changes in the dollar cost of ingredients generally have a greater impact on the
Company's  dollar translated selling prices 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 February 28, 1999                    Six Months Ended February 28, 1999
                     ----------------------------------------------------   -------------------------------------------------
                     Consolidated    Americas      Europe       Asia        Consolidated     Americas      Europe       Asia
                     --------------  ----------  ----------- ------------   --------------   ------------ ---------- ---------
<S>                  <C>             <C>         <C>         <C>            <C>              <C>          <C>        <C>

Net sales            $    310.7      $  138.1    $    87.9   $    84.7      $     643.1      $    287.4   $  183.4   $   172.3
Operating profit     $     16.2 (a)  $    6.4    $     4.6   $     8.3      $      38.1 (a)  $     15.8   $   10.4   $    17.9

Tons of feed sold     1,210,000       525,000      376,000     309,000        2,488,000       1,082,000    768,000     638,000
IOIC                 $     85.5      $   33.1    $    29.4   $    23.0      $     180.4          $ 73.4   $   61.5   $    45.5

</TABLE>

<TABLE>

                            Three Months Ended February 28, 1998                    Six Months Ended February 28, 1998
                     ----------------------------------------------------   -------------------------------------------------
                     Consolidated    Americas      Europe       Asia        Consolidated      Americas      Europe       Asia
                     --------------  ----------  ----------- ------------   --------------  ------------  ---------- ---------
<S>                  <C>             <C>         <C>         <C>            <C>              <C>          <C>        <C>

Net sales            $    333.0      $  149.2    $   102.0   $    81.8      $     707.8      $    305.4   $  204.1   $   198.3
Operating profit     $     12.5 (a)  $    6.4    $     3.1   $     8.0      $      29.5 (a)  $     14.0   $    5.2   $    18.0

Tons of feed sold     1,285,000       522,000      407,000     356,000        2,586,000       1,046,000    800,000     740,000
IOIC                 $     81.0      $   33.8    $    28.0   $    19.2      $     173.1      $     69.0   $   57.3   $    46.8

</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  decreased  $22.3 million or 6.7% in the second
quarter and $64.7  million or 9.1% in the six months ended  February 28, 1999 as
compared to the same periods last year.  Volume decreased 75,000 tons or 5.8% in
the second  quarter  and 98,000 tons or 3.8% in the six  months.  Lower  selling
prices in the Americas and both lower volume and lower selling  prices in Europe
resulted in sales declines during both periods. The lower selling prices reflect
lower commodity costs relative to the same period last year, consistent with the
feed  industry's  practice of adjusting  prices to reflect changes in ingredient
costs.  In  Asia,  volume  declines   following  last  year's  financial  crisis
contributed to the decline in net sales during the six months ended February 28,
1999.

         Net sales in the Americas decreased $11.1 million or 7.4% in the second
quarter and $18.0  million or 5.9% in the six months ended  February 28, 1999 as
compared to the same periods last year.  Average selling prices declined $23 per
ton in the  second  quarter  and $26 per ton in the six  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.

                                       2
<PAGE>

The losses in revenue per ton were partially offset by a 0.6% increase in volume
during the second  quarter and a 3.4%  increase in volume during the six months.
The Mexican  operations'  hog and poultry lines and the  Venezuelan  operations'
poultry line experienced significant volume increases during the second quarter;
however,  these improvements were almost completely offset by volume declines in
both Brazil, which recently experienced a slowdown in its economy, and Colombia,
where an earthquake affected the local market for some of the Company's dealers.
A first quarter increase in the Mexican operations' hog and shrimp feed business
contributed to the current year-to-date  increase in volumes as compared to last
year.

         Net sales in Europe  decreased  $14.1  million  or 13.8% in the  second
quarter and $20.7 million or 10.1% in the six months ended  February 28, 1999 as
compared to the same periods last year.  Average selling prices declined $17 per
ton in the second  quarter  and $16 per ton in the six 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 31,000 tons or 7.6% in the second  quarter and 32,000 tons or
4.0%  in the six  month  period  primarily  due to the  sale of an  unprofitable
subsidiary of the Company's French subsidiary.

         Net sales in Asia  increased $2.9 million or 3.5% in the second quarter
but decreased  $26.0 million or 13.1% in the six months ended  February 28, 1999
as compared to the same periods  last year.  Volume for the Asia region was down
47,000 tons or 13.2% in the second  quarter and 102,000 tons or 13.8% in the six
month  period.  Nearly all of the volume  declines  occurred  in Korea where the
Company's affiliate has faced both a shrinking feed market following last year's
financial  crisis  and a drop in market  share for the  Company's  higher-price,
higher-performance line of products. Average selling prices in Asia increased by
$44 per ton or 19.3%  in the  second  quarter  and $2 per ton or 0.8% in the six
month period.  Higher selling prices reflect a movement  toward  pre-crisis unit
margins, specifically in Korea, and a strengthening of the Korean Won versus the
Dollar.

Operating Profit

         Consolidated  operating  profit  increased $3.7 million or 29.6% in the
second  quarter and $8.6 million or 29.2% in the six months  ended  February 28,
1999 as compared  to the same  periods  last year.  Operating  profit  increased
significantly  in the second  quarter  due to  improved  margins  in Europe.  In
addition,  the prior year results include  restructuring charges of $2.0 million
related to  rationalization  of  facilities  and  overhead in Europe.  Operating
results increased significantly in the six months ended February 28, 1999 due to
both improved margins in Europe and increased volume in the Americas region.


         Operating  profit in the Americas stayed flat in the second quarter and
increased by $1.8 million or 12.9% in the six months ended  February 28, 1999 as
compared to the same periods last year. In the second quarter,  IOIC declined by
$0.7  million  or 2.1% as  declines  in  Brazil  and other  locations  were only
partially offset by an improvement in Venezuela,  where the Company's  affiliate
experienced both favorable  ingredient costs and increased volume in its poultry
feed line. The decline in Americas' second quarter IOIC was negated by a similar
decline in Brazil's  plant  expenses,  which were lower in Dollar terms due to a
40% devaluation of the local currency (Real) against the Dollar in January 1999.
The  year-to-date  improvement in operating  profit occurred mainly in Venezuela
but was partially  offset by a $1.8 million charge incurred in the first quarter
to settle a claim by a former joint venture partner in Chile.

         Operating  profit  in Europe  increased  $1.5  million  or 48.4% in the
second  quarter and $5.2 million or 100.0% in the six months ended  February 28,

                                    3
<PAGE>

1999 as compared to the same periods last year.  The  improvements  in operating
profit  were broad  based  across  the  region.  Ingredient  costs in the region
declined $15.5 million or $26 per ton in the second quarter and $24.9 million or
$25 per  ton in the  six  months  ended  February  28,  1999,  reflecting  lower
worldwide  commodity  prices  compared to the same periods last year.  Despite a
decline in volumes,  IOIC improved by $1.4 million or 5.0% in the second quarter
and $4.2 million or 7.3% in the six month period because  average selling prices
declined by less than average ingredient costs.

         Operating  profit in Asia remained  relatively  flat in both the second
quarter and the six months ended  February 28, 1999.  The region  reported a $24
per ton increase in ingredient costs in the second quarter versus the prior year
despite a decline in worldwide  commodity prices.  This anomaly is the result of
translating  local currency  results,  specifically in Korea where the effect of
last year's 29% second quarter  devaluation of the Korean Won more than offset a
16%  decrease  in the true dollar cost of  ingredients.  In the second  quarter,
average  selling  prices in Asia  increased by $44 per ton and IOIC increased by
$20 per ton.  The increase in second  quarter  IOIC per ton was almost  entirely
offset by reduced volumes and higher  production and overhead costs.  Nearly all
of the increase in production  and overhead  costs was the result of translating
approximately  constant local currency costs at new (stronger)  foreign currency
exchange rates.

Earnings Before Income Taxes

         Earnings  before income taxes increased $8.6 million or 187.0% to $13.2
million in the second  quarter and $20.9  million or 149.3% to $34.9  million in
the six months  ended  February  28, 1999 as compared to the same  periods  last
year.

         Interest   expense   totaled $2.3  million  and $5.2 million for second
quarter and the six months ended  February 28, 1999,  respectively,  compared to
$3.0 million and $6.1 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 $4.2 million in the
second  quarter  and $11.4  million in the six months  ended  February  28, 1999
compared to the same periods  last year.  Translation  and exchange  losses were
substantially  higher in both periods 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  used  hyper-inflationary  accounting.  In this year's  second
quarter,  the Company incurred a $4.5 million foreign currency  exchange loss on
U.S. Dollar  denominated  debt in Brazil which was partially  offset by exchange
gains in Korea and elsewhere.  Investment  income was $2.1 million higher in the
second quarter and $3.7 million higher in the six months ended February 28, 1999
due to higher levels of interest bearing investments.

Net Earnings

         Net  earnings  increased  $5.8 million or 290.0% to $7.8 million in the
second  quarter and $12.9 million or 215.0% in the six months ended February 28,
1999 as compared to the same periods last year.  Income  taxes,  which  included
United States and foreign  taxes,  were 40.9% and 45.8% of pre-tax  earnings for
the second  quarter and the six months ended  February  28, 1999,  respectively,
compared to 56.5% and 57.1% for the same periods last year. The lower  effective
rate for the current periods 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.  Also, in this year's second quarter the Company
recognized  a $0.7 million tax benefit to reduce a valuation  allowance  against
deferred tax assets in Spain.

                                       4
<PAGE>

Financial Condition

         Cash flows from (used by)  operations  were $47.2  million  and $(16.6)
million for the six months ended February 28, 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 six months ended February 28, 1999.  Receivables  declined mainly due to the
collection of approximately $12 million due from Ralston.  Inventories  declined
by $7.5  million  during the six months  ended  February  28,  1999 due to lower
volumes in Asia and  strategic  grain  purchases  made by Mexico in August 1998.
Conversely,  inventories  increased  by $27 million  during the six months ended
February 28, 1998 with most 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.  The  historical  Dollar cost of  inventories in Korea
increased only slightly during the six months ended February 28, 1998.

         Agribrands is continually evaluating new investment  opportunities.  In
last  year's  second  quarter,  the  Company  used  $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 $15.8 million and $22.5 million
during the six months ended February 28, 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 and have
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  purchased  141,400  shares of Agribrands  common stock
during the six months ended February 28, 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

                                    5
<PAGE>

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 has spent approximately $0.7 million
to replace  existing  hardware and software during the six months ended February
28, 1999.  The Company  incurred costs for year 2000  reprogramming  of existing
systems of  approximately  $0.3 million and $0.2  million  during the six months
ended February 28, 1999 and 1998, respectively.  To make all of its systems year
2000 compliant,  the Company  estimates  incurring an additional $0.2 million of
reprogramming  costs and  spending an  additional  $1.0  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 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

                                       6
<PAGE>

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  ceased  to be
considered  a highly  inflationary  economy,  as defined by  generally  accepted
accounting principles, and the Company's Mexican affiliate is no longer 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." If the
Company  changes  its  functional  currency in Mexico to the Peso,  U.S.  Dollar
liabilities of the Mexican affiliate may generate significant exchange gains and
losses as the Peso fluctuates in value versus the Dollar.  The Company currently
provides approximately $20 million of intercompany, dollar-denominated financing
to the  Mexican  affiliate  and does not  anticipate  changing  this  structure.
Management  views  exchange  gains and  losses on dollar  liabilities  as having
neither economic nor cash flow impact on a consolidated basis.

Outlook

         Assuming relative economic stability in its major markets,  the Company
views the current quarter 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 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 Brazilian  Real,
Canadian Dollars, Mexican Pesos and Korean Won.

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,  changes in
Agribrands' business strategies and repercussions  surrounding year 2000 and EMU
matters.

                                       7
<PAGE>

         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.
                                   CONDENSED CONSOLIDATED STATEMENT OF EARNINGS
                                       (Dollars in millions except per share data)

<CAPTION>
                                                      Quarter Ended                    Six Months Ended
                                                       February 28,                      February 28,
                                                  1999             1998              1999            1998
<S>                                               <C>             <C>               <C>             <C>

Net Sales                                         $ 310.7         $ 333.0           $ 643.1         $ 707.8
Costs and Expenses
    Cost of products sold                           260.7           286.6             534.4           605.3
    Selling, general and administrative              34.3            31.9              71.1            71.4
    Interest                                          2.3             3.0               5.2             6.1
    Provisions for restructuring                      -               2.0                -              2.0
    Gain on sale of property                         (0.5)            -                (0.5)           (0.4)
    Other (income)/expense, net                       0.7             4.9              (2.0)            9.4
                                                  -------         -------           -------         --------
                                                    297.5           328.4             608.2           693.8
                                                  -------         -------           -------         --------
Earnings before Income Taxes                         13.2             4.6              34.9            14.0
Income Taxes                                          5.4             2.6              16.0             8.0
                                                  -------         -------           -------         --------
Net Earnings                                      $   7.8         $   2.0           $  18.9         $   6.0
                                                  ========        ========          ========        ========
Earnings Per Share
    Basic                                         $   .73         $   .19           $  1.77         $   .56
                                                  ========        ========          ========        ========
    Diluted                                       $   .72         $   .19           $  1.76         $   .56
                                                  ========        ========          ========        ========

</TABLE>
                        See Accompanying Notes to Condensed Financial Statements



                                                 9
<PAGE>








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

                                                   February 28,      August 31,
                                                       1999            1998
                                                   ------------      ----------
<S>                                                <C>               <C>
Assets
Current Assets
    Cash and cash equivalents                      $   160.4         $   136.5
    Marketable securities                                1.5               1.5
    Receivables, less allowance for
        doubtful accounts                               82.1             103.0
    Inventories                                         88.4              98.8
    Other current assets                                11.8              11.1
                                                   ----------        ----------
         Total Current Assets                          344.2             350.9
                                                   ----------        ----------

Investments and Other Assets                            53.0              50.9

Property at Cost                                       344.0             346.9
Accumulated Depreciation                              (166.2)           (170.3)
                                                   ----------        ----------
                                                       177.8             176.6
                                                   ----------        ----------

           Total                                   $   575.0         $   578.4
                                                   ==========        ==========

Liabilities and Shareholders' Equity
Current Liabilities
    Current maturities of long-term debt           $    10.8         $     8.7
    Notes payable                                       42.1              46.9
    Accounts payable and accrued liabilities           120.3             132.8
    Income taxes                                        10.0               8.8
                                                   ----------        ----------
         Total Current Liabilities                     183.2             197.2
                                                   ----------        ----------

Long-Term Debt                                           8.6              14.2
Deferred Income Taxes and Other Liabilities             28.9              27.6

Shareholders' Equity
    Common stock                                          .1                .1
    Capital in excess of par                           419.5             419.5
    Retained earnings                                   25.0               6.1
    Cumulative translation adjustment                  (85.7)            (86.3)
    Common stock in treasury, at cost                   (4.6)                -
                                                   ----------        ----------
         Total Shareholders' Equity                    354.3             339.4
                                                   ----------        ----------

           Total                                   $   575.0         $   578.4
                                                   ==========        ==========
</TABLE>


            See Accompanying Notes to Condensed Financial Statements

                                       10
<PAGE>






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

                                                             Six Months Ended
                                                               February 28,
                                                           --------------------
                                                            1999         1998
<S>                                                        <C>         <C>
                                                           -------     --------
Cash Flow from Operations
    Net earnings                                           $ 18.9      $   6.0
    Non-cash items included in income
       Depreciation and amortization                         11.7          9.7
       Translation and exchange loss                          3.5         11.2
       Non-cash restructuring                                 -            0.5
       Deferred income taxes                                  2.5          2.4
       Gain on sale of property                              (0.5)        (0.4)
    Changes in operating assets and liabilities
       used in operations                                    16.1        (43.9)
    Other, net                                               (5.0)        (2.1)
                                                           -------     --------
            Net cash provided by (used by) operations        47.2        (16.6)
                                                           -------     --------

Cash Flow from Investing Activities
    Acquisitions of businesses                                -          (16.6)
    Property additions                                      (15.8)       (22.5)
    Proceeds from the sale of property                        2.5          0.9
    Other, net                                               (0.7)        (1.0)
                                                           -------     --------
            Net cash used by investing activities           (14.0)       (39.2)
                                                           -------     --------

Cash Flow from Financing Activities
    Proceeds from sale of long-term debt                      1.7          3.1
    Principal payments on long-term debt,
       including current maturities                          (1.9)        (7.8)
    Net (decrease) increase in notes payable                 (3.9)        39.7
    Treasury stock purchases                                 (4.6)         -
    Net transactions with Ralston                             -           27.1
                                                           -------     --------
            Net cash (used by) provided by
              financing activities                           (8.7)        62.1
                                                           -------     --------
Effect of Exchange Rate Changes on Cash and
   Cash Equivalents                                          (0.6)        (6.6)
                                                           -------     --------
Net Increase (Decrease) in Cash and Cash Equivalents         23.9         (0.3)
Cash and Cash Equivalents, Beginning of Period              136.5         25.2
                                                           -------     --------
Cash and Cash Equivalents, End of Period                   $160.4      $  24.9
                                                           =======     ========

</TABLE>

            See Accompanying Notes to Condensed Financial Statements


                                       11
<PAGE>



                         AGRIBRANDS INTERNATIONAL, INC.
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                                FEBRUARY 28, 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  February  28, 1999 and August 31, 1998
               and the  Statement of Earnings for the six months ended  February
               28, 1999 are presented on a consolidated  basis. The Statement of
               Earnings for the six months ended  February 28, 1998 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>
<CAPTION>

                                                                Quarter Ended           Six Months Ended
                                                                 February 28,            February 28,
                                                              1999       1998        1999          1998
                                                             ------     -------      ------       -------
<S>                                                          <C>        <C>          <C>          <C>
                Net earnings                                 $ 7.8      $   2.0      $ 18.9       $   6.0
                Foreign currency translation adjustment       (3.2)       (11.7)        0.6         (27.0)
                                                             ------     --------     ------       --------
                Comprehensive income                         $ 4.6      $  (9.7)     $ 19.5       $ (21.0)
                                                             ======     ========     ======       ========

</TABLE>
                                       12
<PAGE>



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

                                                  Quarter Ended           Six Months Ended
                                                   February 28,              February 28,
                                              --------------------      --------------------
                                                1999        1998          1999       1998
                                              ---------   --------      --------   ---------
<S>                                           <C>         <C>           <C>        <C>
    Sales
        Americas                              $ 138.1     $ 149.2       $ 287.4    $ 305.4
        Europe                                   87.9       102.0         183.4      204.1
        Asia                                     84.7        81.8         172.3      198.3
                                              --------    -------       -------    -------
            Total                             $ 310.7     $ 333.0       $ 643.1    $ 707.8
                                              ========    =======       =======    =======



    Operating Profit
        Americas                              $   6.4     $   6.4       $  15.8    $  14.0
        Europe                                    4.6         3.1          10.4        5.2
        Asia                                      8.3         8.0          17.9       18.0
        Provisions for Restructuring              -          (2.0)          -         (2.0)
        Gain on Sale of Property                  0.5          -            0.5        0.4
        Unallocated Corporate Expenses           (3.6)       (3.0)         (6.5)      (6.1)
                                              --------    --------      --------   --------
            Operating Profit                     16.2        12.5          38.1       29.5
        Interest Expense                         (2.3)       (3.0)         (5.2)      (6.1)
        Other Income/(Expense), Net              (0.7)       (4.9)          2.0       (9.4)
                                              --------    --------      --------   --------
            Earnings Before Income Taxes      $  13.2     $   4.6        $ 34.9    $  14.0
                                              ========    ========      ========   ========

</TABLE>


<TABLE>


                                          February 28,      August 31,
                                              1999             1998
                                          ------------      -----------
<S>                                       <C>               <C>

    Total Assets
        Americas                           $ 301.5          $ 306.2
        Europe                               132.3            139.7
        Asia                                 141.2            132.5
                                           --------         --------
             Total                         $ 575.0          $ 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  10,526,511  and  10,668,571  shares of common  stock
               outstanding   at  February   28,   1999  and  August  31,   1998,
               respectively.

                                       13


<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                Six Months ended
                                                                     February 28,                   February 28,
                                                              ----------------------------  ----------------------------
                                                                  1999            1998           1999           1998
<S>                                                           <C>             <C>           <C>             <C>
                                                              ------------    ------------  --------------  ------------
     Numerator:
         Numerator for basic earnings per share -
           Net earnings                                       $       7.8     $       2.0   $      18.9     $       6.0
         Effect of dilutive securities                                 -               -             -               -
                                                              ----------      -----------   -----------     -----------
         Numerator for dilutive earnings per share -
           Net earnings                                       $       7.8     $       2.0   $      18.9     $       6.0
                                                              ===========     ===========   ===========     ===========
     Denominator:
        Denominator for basic earnings per share -
           Weighted-average shares (1)                         10,639,605      10,668,571    10,654,168      10,668,571
        Effect of dilutive securities:
           Stock options (2)                                      125,930           -           100,661           -
                                                               ----------      ----------    ----------      ----------
        Denominator for dilutive earnings per share -
           Weighted-average shares and assumed conversions
                                                               10,765,535      10,668,571    10,754,829      10,668,571
                                                              ===========      ==========   ===========      ==========
     Basic earnings per share (3)                             $       .73     $       .19   $      1.77     $       .56
                                                              ===========      ==========   ===========      ==========
     Diluted earnings per share (3)                           $       .72     $       .19   $      1.76     $       .56
                                                              ===========      ==========   ===========      ==========
<FN>

    (1)  Assumes  10,668,571  shares  outstanding  during  periods  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 and
         six  months  ended  February  28,  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.

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


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

                                                       February 28,   August 31,
                                                          1999           1998
                                                       ------------   ----------
<S>                                                    <C>            <C>

                 Gross receivables                     $   92.0       $ 113.4
                 Allowance for doubtful accounts           (9.9)        (10.4)
                                                       ---------      --------
                                                       $   82.1       $ 103.0
                                                       =========      ========
</TABLE>

                                       14
<PAGE>

  Note 7 -      Inventories consist of the following:
<TABLE>
<CAPTION>

                                                                   February 28,   August 31,
                                                                      1999           1998
                                                                   ------------   ----------
<S>                                                                <C>            <C>

                 Raw materials and supplies                        $   69.8       $  77.8
                 Finished products                                     18.6          21.0
                                                                   ---------      --------
                                                                   $   88.4       $  98.8
                                                                   =========      ========
</TABLE>

  Note 8 -      Investments and Other Assets consist of the following:
<TABLE>
<CAPTION>

                                                                   February 28,   August 31,
                                                                       1999         1998
                                                                   ------------   ----------
                 <S>                                               <C>            <C>

                 Goodwill, net of accumulated amortization of
                   $6.1 at February 28 and $5.6 at August 31       $   30.0       $  32.4
                 Investments in affiliated companies                    6.5           6.6
                 Deferred charges and other assets                     16.5          11.9
                                                                   ---------      --------
                                                                   $   53.0       $  50.9
                                                                   =========      ========
</TABLE>

  Note 9 -      Accounts  payable  and   accrued  liabilities   consist  of  the
                following:
<TABLE>
<CAPTION>

                                                                   February 28,   August 31,
                                                                       1999          1998
                                                                   -------------  ----------
                 <S>                                               <C>            <C>

                 Trade accounts payable                            $   75.5       $  81.4
                 Incentive compensation, salaries and vacations        12.3          15.8
                 Restructuring reserves                                 0.6           1.3
                 Other items                                           31.9          34.3
                                                                   ---------      --------
                                                                   $  120.3       $ 132.8
                                                                   =========      ========
</TABLE>

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


<TABLE>
<CAPTION>
                                                         Quarter Ended       Six Months Ended
                                                          February 28,         February 28,
                                                        1999      1998       1999       1998
<S>                                                   <C>        <C>        <C>        <C>

                Translation and exchange loss         $  3.6     $  5.7     $  3.5     $ 11.2
                Investment income                       (2.9)      (0.8)      (5.5)      (1.8)
                                                      -------    -------    -------    -------
                                                      $  0.7     $  4.9     $ (2.0)    $  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. 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

                                       15

<PAGE>

               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.





                                      16
<PAGE>


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

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

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

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

Translation and Exchange (Gain)/Loss
        Americas                                     $ 0.1           $ 4.0
        Europe                                         0.2             -
        Asia                                          (0.4)           (0.4)
                                                   --------        --------
             Total                                  $ (0.1)          $ 3.6
                                                   ========        ========

</TABLE>
<TABLE>

FISCAL 1998
<CAPTION>
                                                      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 4.       Submission of Matter to a Vote of Security Holders

              On  January 28, 1999, the  Registrant  held its Annual Meeting for
              the  purpose of electing three directors to serve three-year terms
              ending at the  Annual Meeting of  Shareholders in January 2002, or
              when their successors are elected.

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

                                            VOTES        VOTES         BROKER
                                             FOR        WITHHELD      NON-VOTES

                  David R. Banks           9,710,325      64,914          N/A
                  Jay W. Brown             9,705,440      69,799          N/A
                  M. Darrell Ingram        9,716,693      58,546          N/A

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 February 28, 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:  March 30, 1999






                                       19
<PAGE>



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


Exhibits
--------
         EX-27   Financial data schedule for 2nd Quarter of Fiscal 1999.

         (Documents prepared on Edgar and provided electronically)