SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 10Q

                QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE

                         SECURITIES EXCHANGE ACT OF 1934

                         For Quarter Ended May 31, 2000

                           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 July 6, 2000:

                                    9,813,101
                                    ---------



<PAGE>


PART I -          FINANCIAL INFORMATION

                         AGRIBRANDS INTERNATIONAL, INC.
           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                            AND RESULTS OF OPERATIONS

     The  following  discussion  is a  summary  of the  key  factors  management
considers  necessary in reviewing  Agribrands  results of operations,  operating
segment results, liquidity and capital resources. Management has also included a
section on key measures and concepts for understanding the business.

     Agribrands  International,  Inc. (the "Company") is a leading international
producer and marketer of formula animal feeds and other  agricultural  products.
Prior to April 1, 1998,  the Company was a  wholly-owned  subsidiary  of Ralston
Purina Company  ("Ralston").  On that date, Ralston distributed the common stock
of the Company to its shareholders in a tax-free spin-off (the  "Distribution").
The Company is a successor  to  Ralston's  over 100 years of  experience  in the
animal feeds and agricultural products industry.

     The production and sale of animal feed was the primary  business of Ralston
when it was established in 1894. From that date until the Distribution,  Ralston
built  and  maintained   its  industry   position  by   consistently   providing
high-quality,  research-proven  products and  customer  service.  Although  this
business  originated in the United  States,  it expanded  throughout  the world,
entering the Americas (outside of the United States) in 1927, Europe in 1957 and
Asia in 1967. The Company now operates 70 manufacturing  plants in 16 countries,
and has more than thirty years' experience operating across four continents. The
primary  animal feed  business of  Agribrands  is conducted  almost  exclusively
outside the United States.  In 1986,  Ralston sold Purina Mills,  Inc., its U.S.
animal feeds and agricultural  products  business.  Purina Mills is unrelated to
Agribrands.

                  REVIEW OF CONSOLIDATED RESULTS OF OPERATIONS

     Unless otherwise noted, all references to prices, costs and margins reflect
U.S. Dollar results after translation of foreign currency  financial  statements
in accordance with Statement of Financial  Accounting Standards No. 52 (FAS 52).
Because the Company operates predominantly outside the United States, changes in
foreign  exchanges rates in relation to the Dollar can have a material impact on
the Company's reported results.

Net Sales

     Consolidated net sales decreased $10.6 million or 3.4% in the third quarter
and $64.7  million or 6.8% in the nine months  ended May 31, 2000 as compared to
the same periods last year. Net sales declined in both periods due to lower feed
sales  volume  and lower  average  selling  prices.  Consolidated  sales  volume
declined 15,200 metric tons or 1.2% in the third quarter and 83,200 tons or 2.2%
in the nine month period as higher volume from the Asia segment  largely  offset
declines experienced in Europe and the Americas. Average selling prices declined
$6 per  ton in the  third  quarter  and $12 per  ton in the  nine  month  period
primarily due to lower  commodity  costs relative to the same periods last year.
This is  consistent  with the feed  industry's  practice of adjusting  prices to
reflect changes in ingredient costs.

Operating Profit

     Operating  profit  decreased  $1.2 million or 7.5% in the third quarter and
$5.6  million or 10.4% in the nine months  ended May 31, 2000 as compared to the
same periods last year. For the current quarter,  operating profit decreased due
to lower volume and higher  operating  expenses in the Americas and lower volume
and lower  margins  in  Europe.  For the nine  month  period,  operating  profit
decreased  primarily as a result of both lower  volume and lower  margins in the
Americas  and  Europe.  The  decline  in  operating  profit for both periods was

                                       2
<PAGE>

mitigated  somewhat by better  results  from the Asia region.  Operating  profit
excludes  provisions  for  restructuring,  gains on sale of  property,  interest
expense and other income and expense.

Restructuring Activities

     Agribrands  recorded  provisions for  restructuring  which reduced earnings
before  income taxes and net earnings for the current  quarter by $1.2  million.
These charges represented primarily severance costs associated with streamlining
Agribrands' operations in Colombia and France. Fifty employees were severed.

Interest Expense and Other Income/Expense

     Interest  expense  totaled  $0.8  million  and $2.3  million  for the third
quarter  and nine  months  ended May 31,  2000,  respectively,  compared to $1.7
million and $6.9  million  for the same  periods  last year.  The  decreases  in
interest expense for both periods were due to both lower average  borrowings and
lower  interest rates in the foreign  markets where the Company had  outstanding
borrowings.

     Other income/expense,  net changed unfavorably by $4.4 million in the third
quarter and $0.6 million in the nine months  ended May 31, 2000  compared to the
same periods last year. The Company  recognized a $1.1 million foreign  exchange
loss in the third  quarter of this year versus a $2.9 million  foreign  exchange
gain in the third  quarter of last  year.  In this  year's  third  quarter,  the
currencies in Brazil,  Canada,  Colombia and Mexico weakened somewhat versus the
U.S.  Dollar  resulting in an exchange loss on U.S. Dollar debt carried in those
countries. However, in last year's third quarter, the Brazilian Real and Mexican
Peso  strengthened  considerably  versus the Dollar accounting for nearly all of
the Company's  $2.9 million  exchange gain.  Investment  income was $0.4 million
lower in this year's  third  quarter and $1.1  million  lower in the nine months
ended  May 31,  2000  mainly  as a result  of  increased  holdings  of  tax-free
securities which have slightly lower nominal returns.

Net Earnings

     Net earnings  were $9.4 million and $34.3 million for the third quarter and
the nine months ended May 31, 2000, respectively,  compared to $13.5 million and
$32.4 million for the same periods last year. Income taxes, which include United
States and foreign taxes, were 32.4% and 33.3% of pre-tax earnings for the third
quarter and the nine months ended May 31, 2000, respectively,  compared to 31.8%
and 40.8% for the same periods  last year.  The  effective  rate for the current
quarter  reflects  some  unusual  items  including a $3.8  million  reduction in
valuation allowances against foreign tax credit carryforwards and other deferred
tax assets in the United States. This item was mostly offset by an adjustment to
increase the Company's U.S.  income tax provision based upon the latest forecast
for the current  fiscal year and the tax return  recently filed for fiscal 1999.
In addition, the operations in Colombia and France sustained losses in the third
quarter for which no tax benefit could be  recognized.  Excluding  these unusual
items,   the  Company's   effective  tax  rate  for  the  current   quarter  was
approximately 37% of pre-tax earnings.  The 31.8% effective rate for last year's
third  quarter  reflects a reduction in  valuation  allowances  against  certain
deferred  tax  assets in France  and  Mexico and  relatively  high  earnings  in
countries with low effective tax rates.




                                       3
<PAGE>


<TABLE>
<CAPTION>


                                                REVIEW OF SEGMENT RESULTS
                                                  (Dollars in millions)

                                                                                   Corporate
                                      Americas        Europe           Asia       and Tradico  Consolidated
                                   -------------- --------------  --------------  ----------- --------------
<S>                                 <C>             <C>            <C>              <C>         <C>
Quarter Ended May 31, 2000:
---------------------------
Net sales                           $     141.0     $     69.9     $      89.8      $   0.5     $    301.2
Operating profit                    $       5.8     $      2.9     $      10.0      $  (3.8)    $     14.9

Tons of feed product sold               535,100        339,200         350,400          100      1,224,800
Income over ingredient cost *       $      34.5     $     21.9     $      26.0      $   0.2     $     82.6

Quarter Ended May 31, 1999:
---------------------------
Net sales                           $     145.2     $     82.9     $      83.7         -        $    311.8
Operating profit                    $       7.5     $      4.3     $       8.0      $  (3.7)    $     16.1

Tons of feed product sold               544,000        377,000         319,000         -         1,240,000
Income over ingredient cost *       $      35.1     $     28.0     $      24.0         -        $     87.1

Nine Months Ended May 31, 2000:
-------------------------------
Net sales                           $     404.9     $    220.4     $     264.2      $   0.7     $    890.2
Operating profit                    $      17.9     $     10.4     $      30.4      $ (10.6)    $     48.1

Tons of feed product sold             1,569,000      1,049,200       1,026,300          300      3,644,800
Income over ingredient cost *       $     102.1     $     71.9     $      77.7      $   0.2     $    251.9

Nine Months Ended May 31, 1999:
-------------------------------
Net sales                           $     432.6     $    266.3     $     256.0         -        $    954.9
Operating profit                    $      23.3     $     14.7     $      25.9      $ (10.2)    $     53.7

Tons of feed product sold             1,626,000      1,145,000         957,000         -         3,728,000
Income over ingredient cost *       $     108.5     $     89.5     $      69.5         -        $    267.5
</TABLE>

* The commercial animal feed industry  generally prices products on the basis of
aggregate   ingredient  cost  plus  a  per-unit  margin.  As  ingredient  prices
fluctuate,  the changes are generally passed on to customers  through changes in
the Company's  product  pricing.  Income over ingredient cost (which is equal to
net sales minus the cost of ingredients),  rather than sales dollars, is the key
indicator of revenue  performance  because of the  distortions  in sales dollars
caused by changes in commodity prices.  Management also monitors IOIC per ton to
evaluate trends in pricing and relative product value.

Americas

     Net sales in the  Americas  segment  (which  excludes  the  United  States)
decreased $4.2 million or 2.9% in the third quarter and $27.7 million or 6.4% in
the nine months  ended May 31, 2000 as compared to the same  periods  last year.
The  decreases  in net sales  were the  result of both  lower  volume  and lower
average  selling  prices.  Feed volume  declined 8,900 tons or 1.6% in the third
quarter  primarily  due to the loss of a large  customer  in  Colombia.  Average
selling prices for the Americas  declined $3 per ton in the third quarter and $8
per ton in the nine month period primarily as a result of lower ingredient costs
in most of the countries that make up the Americas  segment.  This is consistent
with the feed  industry's  practice of  adjusting  prices to reflect  changes in
ingredient costs.

                                       4
<PAGE>

     Operating profit in the Americas segment decreased $1.7 million or 22.7% in
the third  quarter and $5.4  million or 23.2% in the nine  months  ended May 31,
2000 as compared to the same periods last year.  For the third  quarter,  income
over  ingredient cost (IOIC) declined $0.6 million due to lower volume and lower
margins in Colombia and  Venezuela.  Higher volume and higher  margins in Brazil
helped to  mitigate  the decline in IOIC for the  Americas.  The  operations  in
Brazil increased the size of their sales and marketing department in the current
quarter in hopes of further  improvements in IOIC.  However,  this effort caused
regional  operating  expenses to increase in the third quarter,  contributing to
the overall decline in third quarter operating profit for the Americas.  For the
nine month period,  operating  profit  decreased  $5.4 million as a $6.4 million
decline in IOIC was only  partially  offset by lower  operating  expenses.  IOIC
declined $6.4 million largely due to lower volume and lower margins in Colombia.
Operating  expenses decreased $1.0 million in the nine months ended May 31, 2000
as last year's first quarter included a $1.8 million charge incurred to settle a
claim by a former joint venture partner in Chile.

Europe

     Net sales in the Europe  segment  decreased  $13.0  million or 15.7% in the
third  quarter and $45.9  million or 17.2% in the nine months ended May 31, 2000
as compared to the same  periods  last year.  The  decrease in net sales in both
periods  was due to a  combination  of lower  volume and lower  average  selling
prices.  Feed volume  declined by 37,800 tons or 10.0% in the third quarter with
most of the decline  occurring in Spain and the  remainder  occurring in France,
Hungary  and Italy.  Feed  volume  declined  by 95,800  tons or 8.4% in the nine
months  ended  May  31,  2000  due in  part  to the  December  1998  sale  of an
unprofitable  subsidiary of the Company's French operations.  Weather conditions
in Spain contributed  heavily to the decline in feed volume for the current nine
month  period as more cattle and sheep fed on grass this year.  Average  selling
prices for the Europe segment  declined $14 per ton in the third quarter and $23
per ton in the nine month  period  mainly as a result of both  lower  ingredient
costs and  translation  of local currency  revenues at weaker  foreign  currency
exchange rates.

     Operating  profit in the Europe segment  decreased $1.4 million or 32.6% in
the third  quarter and $4.3  million or 29.3 % in the nine months  ended May 31,
2000 as compared to the same periods last year.  IOIC  declined  $6.1 million in
the third  quarter and $17.6  million in the nine month period due to both lower
feed volume and lower  margins.  IOIC per ton  declined  $10 per ton in both the
third  quarter and the nine month period  primarily  as a result of  translating
relatively stable local currency margins at significantly  weaker exchange rates
versus the U.S. Dollar. The declines in IOIC for both periods were mostly offset
by lower operating expenses which resulted from translating local currency costs
at  significantly  weaker exchange rates.  Although local currency costs did not
change significantly in the current year,  Dollar-translated  operating expenses
decreased  by $4.7  million in the third  quarter and $13.3  million in the nine
month period.

Asia

     Net sales in the Asia segment  increased  $6.1 million or 7.3% in the third
quarter  and $8.2  million  or 3.2% in the nine  months  ended  May 31,  2000 as
compared to the same periods last year. Net sales  increased in both periods due
to a rise in volume.  Feed volume in Asia  increased  31,400 tons or 9.8% in the
third quarter and 69,300 tons or 7.2% in the nine month period.  The increase in
feed volume for the third  quarter was  broad-based  and reflects  favorable hog
prices,  particularly in China and the  Philippines.  Average selling prices for
the Asia segment declined $6 per ton in the third quarter and $10 per ton in the
nine month period primarily due to lower ingredient costs.

     Operating profit in  the Asia  segment increased  $2.0 million or  25.0% in
in the third quarter and $4.5 million or 17.4% in the nine months ended  May 31,
2000  as  compared  to   the  same  periods  last  year.   IOIC  increased  $2.0
million in  the  third quarter  due  to the higher feed volume.  IOIC  increased
$8.2 million  in  the  nine  month  period  mainly due to higher feed volume and
higher margins in Korea.  IOIC  per  ton  remained  relatively flat in the third
quarter but was up $3 per ton for the current  nine month  period.  The increase
in  IOIC  for  the  nine  month  period was partially offset by higher operating
expenses.    Operating  expenses  increased  $3.7  million  in  the  nine months

                                       5
<PAGE>

ended  May  31,  2000  due  to  an  increase  in  depreciation  associated  with
recent capital expenditures,  expenses incurred for new Korean sales promotional
campaigns and translation of local currency costs at stronger  foreign  currency
exchange rates versus the U.S. Dollar.

Corporate and Tradico

     The  corporate  and  Tradico  segment  is located  primarily  in the United
States. This segment contains certain corporate items which are not allocated to
other segments.  Tradico,  a division  within the Company,  acquires and resells
ingredients, equipment and feed products primarily to foreign affiliates. In the
third quarter of this fiscal year, Tradico recorded  intercompany sales of $32.0
million.

     On an operating  profit basis,  the corporate and Tradico segment  recorded
losses of $3.8  million and $10.6  million in the quarter and nine months  ended
May 31, 2000,  respectively.  These losses are related to unallocated  corporate
administrative  items.   Tradico's  margins  on  intercompany  sales  have  been
allocated to the region/segment that purchased the goods.

                         LIQUIDITY AND CAPITAL RESOURCES

     Cash flows from  operations  were $27.2  million and $93.0  million for the
nine months ended May 31, 2000 and 1999, respectively. The decrease in operating
cash flows  between the two periods  primarily  resulted from changes in working
capital  during the  respective  periods.  During the nine months  ended May 31,
2000,  approximately  $20  million  of cash  was  used to  fund an  increase  in
inventories. A portion of the increase in inventories relates to strategic grain
purchases made in Mexico and Asia. In addition,  commodity  costs were generally
higher at the end of the third  quarter of fiscal year 2000 in comparison to the
fourth  quarter of fiscal year 1999.  During the nine months ended May 31, 1999,
the Company  experienced  favorable  changes in working  capital  including  the
collection  of  approximately  $12  million  due  from  Ralston.   In  addition,
consolidated  inventories declined by around $11 million during last year's nine
month period due to lower volumes in Asia, lower worldwide  commodity prices and
strategic grain purchases made by Mexico in August 1998.

     Agribrands is continually evaluating new investment  opportunities.  On May
19,  2000,  the  Company  signed a  letter  of  intent  to  purchase  all of the
outstanding  common stock of Metrovet,  Inc. from Metro Pacific  Corporation for
approximately  $2 million.  Metrovet,  Inc. is an animal health products company
based in the  Philippines.  On June 12,  2000,  Agribrands  signed a contract to
purchase a feed mill in  Greenville,  Mississippi  from Farmland  Industries for
approximately  $1.5 million.  Agribrands  expects to take  ownership of the feed
mill on or around November 1, 2000.

     Capital  expenditures,  primarily to replace or enhance existing production
facilities and  equipment,  totaled $16.0 million and $21.7 million for the nine
months  ended May 31,  2000 and 1999,  respectively.  The  Company  has a formal
review  procedure for the  authorization  of capital  expenditures.  Anticipated
capital  expenditures  are expected to be funded with  existing cash reserves as
well as cash generated from operations.

     The Company's working capital  requirements for inventories and receivables
are influenced  somewhat by seasonality,  the  availability of raw materials and
changes in commodity  costs, and as a result may fluctuate  widely.  The Company
has  generally  financed its seasonal and other  working  capital  needs through
short-term   borrowings   provided  by  local  foreign  banks  and  branches  of
multi-national  banks.  Currently,  the  Company is  borrowing  very little from
outside  lenders as investment  earnings on its U.S. cash balances are generally
less than the cost of external  borrowings.  Intercompany loans are an important
vehicle  for funding  cash needs in one  location  with excess cash  balances of
another.

     Cash on hand,  cash flow from  operations  and local  affiliate  borrowings
under  various  lines of credit are  Agribrands'  primary  sources of liquidity.
Management  has   a  strong  focus  on  cash  flow  and  the  effective  use  of

                                       6
<PAGE>

excess  cash flow.  The  combined   operating,   cash  and  equity  position  of
Agribrands should continue to provide the capital flexibility  necessary to fund
future opportunities as well as to meet existing obligations.

     On September 25, 1998,  the  Company's  Board of Directors  authorized  the
purchase by the Company of up to 2,000,000 shares of Agribrands' common stock in
open market  transactions  at  management's  discretion  and depending on market
conditions.  During the nine months  ended May 31, 2000,  the Company  purchased
566,204 shares of Agribrands' common stock for $23.0 million.

            KEY MEASURES AND CONCEPTS FOR UNDERSTANDING THE BUSINESS

Dollar-Responsive Economics of International Feed Operations

     Feed is  manufactured  by  processing a  combination  of grains,  proteins,
vitamins,  and minerals.  Approximately  80% of the Company's total costs is the
cost of these ingredients, most of which are widely traded in Dollar-denominated
global  commodity  markets.  Excluding  logistics  costs, the Dollar values (and
costs) of ingredients  around the world are broadly  comparable.  Local currency
prices for ingredients,  therefore,  typically adjust quickly to reflect changes
in quoted  dollar  prices and  changes in the  exchange  rate  between the local
currency and the Dollar.  As raw materials  inventories are replenished after an
exchange rate change, new local currency ingredient costs are reflected in local
currency feed prices.

     The margin added to  ingredient  costs is less  responsive to exchange rate
changes   because   industry   pricing  is  influenced  by  local   competitors.
Nevertheless,  exchange  rates  between  the U.S.  Dollar  and other  currencies
(particularly in countries with systemic high inflation like many of those where
the Company operates) are related closely to differentials  between the U.S. and
local inflation and interest rates. As a result,  Dollar-translated  IOIC levels
of the Company's  international  operations  generally  fluctuate closely around
long-term norms, particularly on a consolidated basis.

Dollar-Based Earnings Before Interest, Taxes, Depreciation and
Amortization (EBITDA)

     Management  believes the required  method of translating  foreign  currency
financial statements for most of the Company's foreign affiliates (that is using
the local currency as the functional  currency) can distort the economic  impact
of certain items,  specifically  costs of goods sold and foreign  exchange gains
and  losses.  Because the Company  operates  predominantly  outside of the U.S.,
these distortions can have a  disproportionate  effect on reported results.  For
this reason,  management  believes it is important to  understand  the Company's
operational results computed using the U.S. Dollar as the functional currency.

     Dollar-based  accounting was required practice prior to the issuance of FAS
52 in 1981 and  continues  to be  required  for  U.S.  affiliates  operating  in
hyper-inflationary  environments.  This  exception  is  in  recognition  of  the
possible  distortions of local-currency  based accounting.  "Hyper-inflationary"
accounting  is  limited  under FAS 52 to  countries  with  cumulative  inflation
greater  than 100% over  three  years.  This fails to cover  numerous  countries
(including  those in which the Company  generates  the majority of its earnings)
with  consistently  higher inflation than the U.S., whose currency values remain
unstable (typically devaluing over time versus the Dollar).

     When exchange rates  fluctuate,  earnings  results using U.S.  Dollar-based
accounting  differ from results under local currency  based  accounting in three
important ways. Under U.S. Dollar-based accounting:

     o    Cost of goods sold are measured  using the  exchange  rate at the time
          inventory  was  purchased  rather than the  exchange  rate at the time
          finished product was sold.
     o    Foreign   exchange  gains  and  losses  are  computed  on  assets  and
          liabilities denominated in currencies other than the Dollar instead of
          assets and  liabilities  denominated  in  currencies  other than local
          currency.

                                       7
<PAGE>


     o    Depreciation  is computed by applying  the  appropriate  factor to the
          historical  Dollar  value of the asset  rather  than by  applying  the
          appropriate   factor  to  the  historical  local  currency  value  and
          translating the result at the current exchange rate.

     Because of its principal focus on cash flows,  management uses Dollar-based
EBITDA as a key determinant of awards for corporate  management under its annual
incentive  plan.  The  following  table  provides  a  reconciliation  of pre-tax
earnings to  Dollar-based  EBITDA for the quarter and nine months  ended May 31,
2000 and 1999:

<TABLE>
<CAPTION>

                               Dollar-based EBITDA
                              (Dollars in millions)

                                                            Quarter Ended         Nine Months Ended
                                                               May 31,                May 31,
                                                         ---------------------  --------------------
                                                           2000        1999        2000       1999
                                                         ---------  ----------   ---------  --------

 <S>                                                      <C>         <C>         <C>        <C>
  Earnings before Income Taxes                            $ 13.9      $ 19.8      $ 51.4     $ 54.7
  Add:   Loss/(gain) on sale of property                     -           -           -         (0.5)
         Provisions for restructuring                        1.2         -           1.2        -
         Depreciation and amortization                       6.2         5.9        18.9       17.6
         Interest expense                                    0.8         1.7         2.3        6.9
                                                         ---------  ----------   ---------  --------
  EBITDA reported under FAS 52                              22.1        27.4        73.8       78.7
  Adjustments to report EBITDA on a Dollar basis:
  1)   Difference in cost of sales for ingredient costs     (1.7)       (0.7)       (2.2)      (4.0)
  2)   Reversal of foreign exchange loss/(gain) reported     1.1        (2.9)        0.1        0.6
       under FAS 52
  3)   Dollar-based foreign exchange gain/(loss)             1.8         2.8         4.8        3.0
                                                         ---------  ----------   ---------  --------
  EBITDA reported on a U.S. Dollar basis                  $ 23.3      $ 26.6      $ 76.5     $ 78.3
                                                         =========  ==========   =========  ========
</TABLE>

Explanation of adjustments to EBITDA:

1)   Difference in cost of sales for  ingredient  costs.  Ingredient  costs were
     lower  under  FAS 52 in  each  period  due  to  devaluation  of  the  local
     currencies against the Dollar. Under Dollar-based  accounting,  inventories
     are initially  recorded and  maintained in Dollars.  The  operations in the
     Americas and Europe  accounted for all of the  adjustments  in fiscal 2000.
     The operations in the Americas, specifically Brazil and Colombia, generated
     the bulk of the adjustment for the nine months ended May 31, 1999.

2)   Reversal of foreign  exchange  gains and losses  reported  under FAS 52. In
     last year's third  quarter,  the Company  reported a $3.6  million  foreign
     exchange  gain under FAS 52. Most of this  exchange gain occurred in Brazil
     and Mexico,  where the Company carried U.S. Dollar denominated debt and the
     local currency strengthened considerably versus the Dollar.

3)   Dollar-based  foreign  exchange  gains and losses.  If Agribrands  had used
     Dollar-based   accounting  worldwide,  it  would  have  recognized  foreign
     exchange  gains of $1.8  million  and $4.8  million in the quarter and nine
     months ended May 31, 2000,  respectively.  Much of these gains  occurred in
     Europe,  where the Company has net liabilities  denominated in Euro. During
     this fiscal year as the Euro has weakened, these liabilities have decreased
     in Dollar terms  resulting  in a foreign  exchange  gain.  Weakening of the
     Colombian Peso and Canadian Dollar contributed to the Dollar-based  foreign
     exchange gain in the current quarter.

                                       8
<PAGE>

                     EUROPEAN ECONOMIC MONETARY UNION (EMU)

     On January 1, 1999, eleven of the European Union countries  (including four
countries where  Agribrands'  operations are located)  adopted the Euro as their
single currency, and there is now a fixed conversion rate between their existing
currencies ("legacy currencies") and the Euro. Following the introduction of the
Euro, the legacy currencies  remain legal tender in the participating  countries
during the  transition  period  from  January 1, 1999  through  January 1, 2002.
Beginning   on  January  1,  2002,   the   European   Central  Bank  will  issue
Euro-denominated bills and coins for use in cash transactions. On or before July
1, 2002,  the  participating  countries will withdraw all legacy bills and coins
and use the Euro as their legal currency.

     The Company's key financial  information  systems in Europe are equipped to
process both Euro and legacy currency  transactions during the transition period
from January 1, 1999  through  January 1, 2002;  however,  they are not ready to
handle the July 1, 2002  withdrawal  of all  legacy  currencies.  Management  is
currently  planning to modify the Company's  key  financial  systems so they can
handle the July 1, 2002  mandatory  conversion to the Euro.  The Company has not
yet incurred any material costs related to the conversion,  and future costs for
replacing computer equipment and reprogramming existing systems are not expected
to be material. The Company plans to complete system modifications and necessary
testing by September 1, 2001.

     From a  broader  business  perspective,  conversion  to the Euro may  cause
pricing  disparities  in different  markets to narrow,  lowering  the  Company's
margins.  Nevertheless, the Company believes the conversion to the Euro will not
have a material impact on the Company's consolidated financial results.

                                     OUTLOOK

     It is difficult to forecast short-term  operating results due to the number
of  environmental  factors that may impact current results.  Local  agricultural
markets are highly responsive to a number of variables including  macro-economic
conditions,  weather,  and current concerns over food and environmental  safety.
Typically,  large and small changes in factors like these in locations where the
Company operates will randomly influence consolidated earnings.

     Over the past nine months,  year-over-year comparisons have been influenced
by a number of environmental  factors.  In Europe,  for example,  unusually high
margins in the prior year have been  followed  with current  year margins  below
long-term  norms.  Management  believes  this effect is primarily  the result of
short-term  exchange rate variations  rather than any fundamental  change in the
profit  characteristics  of the business.  Year-over-year  results in the Europe
region have been further hurt by depressed results in Hungary.

     Performance  in the Americas  region has declined due primarily to problems
in  Brazil  and  Colombia.  Operational  issues  are  being  addressed,  but the
agricultural  sectors in both of these countries remain  depressed.  Asia region
improvement  has partially  offset the declines in Europe and the  Americas.  In
Asia,  environmental  factors  are  having  the  opposite  effect  as  depressed
conditions  in the prior  two years  have  given way to much  stronger  economic
performance. The effect of short-term macro economic conditions has had a larger
impact on results than  fundamental  changes to our business and  industry.  The
feed and  agricultural  industries  in Korea are  rapidly  evolving  toward more
efficient structures,  which will place pressure on the traditional feed sector,
but current  conditions are favorable and recent initiatives to increase volumes
have been successful.

     In  the  near  term,  year-over-year  comparisons   in  Europe   should  be
helped  by  weak  earnings  in  the  fourth  quarter  of  fiscal  1999.   On the
other  hand,   increased  incidence  of  shrimp  disease  (called  "white  spot"
disease)  along  the  Pacific  coast  of  Mexico  has caused  premature  selling
of farmed  shrimp  populations  and  will  likely  contribute  to  lower  fourth
quarter earnings in  the Americas versus the prior year. All things  considered,

                                       9
<PAGE>

consolidated  operating  profit  performance  for each of the next two  quarters
should still exceed that of the recently completed third quarter.

     Pre-tax  earnings  remain  subject to  volatility  due, in  particular,  to
foreign  exchange  gains and losses  generated  by volatile  exchange  rates and
changing  capital  structures  within the  foreign  affiliates.  Currently,  the
Company's  most  significant  exposures  to  foreign  exchange  gains and losses
impacting net earnings are U.S. Dollar  liabilities  carried in Mexico,  Brazil,
Canada,  Korea and Colombia.  As discussed  earlier,  management  focuses on the
Company's  exposure to the change in the dollar value of net  monetary  asset or
liability  positions in currencies other than the U.S. Dollar.  These values can
also be volatile as the cost of hedging these exposures often exceeds the likely
benefit.  The Company  currently has significant net monetary asset or liability
positions in Euros,  Philippine Pesos,  Chinese  Renminbi,  Canadian Dollars and
Colombian Pesos.

                   FORWARD-LOOKING STATEMENTS & BUSINESS RISKS

     Certain statements under "Management's Discussion and Analysis of Financial
Condition  and Results of  Operations,"  "Outlook"  and elsewhere in this report
constitute "forward-looking statements" within the meaning of Section 27A of the
Securities Act of 1933 and Section 21E of the  Securities  Exchange Act of 1934.
Any  statements  that  express,  or  involve  discussions  as to,  expectations,
beliefs, plans,  objectives,  assumptions or future events or performance (which
may use words or phrases such as "will likely  result," "are expected to," "will
continue,"    "anticipates,"   "expects,"   "estimates,"   "intends,"   "plans,"
"projects," and "outlook") are not historical facts and may be  forward-looking.
Such forward-looking  statements involve known and unknown risks,  uncertainties
and other factors that may cause the actual  results,  levels of activity,  cost
savings,  performance or achievements of the Company, or industry results, to be
materially different from any future results,  levels of activity, cost savings,
performance  or  achievements  expressed  or  implied  by  such  forward-looking
statements, and accordingly,  such statements should be read in conjunction with
and are qualified in their  entirety by reference to, such risks,  uncertainties
and other factors,  which are described below and elsewhere in this report. Such
factors include, among others, the following:  (i) changing conditions or market
trends in the animal feeds and agricultural  products  industries;  (ii) general
economic and business  conditions,  including a regional recession in any of the
various regions of the world in which Agribrands operates;  (iii) the ability of
the Company to  implement  its  business  strategy  and maintain and enhance its
competitive  strengths;  (iv) the  ability of the  Company  to  recover  its raw
material  costs in the  pricing of its  products,  (v)  political  and  economic
instability  in countries or regions where the Company's  business is conducted,
(vi) the level of demand  for  Agribrands'  products,(vii)  the  ability  of the
Company to obtain financing for specific or general corporate  purposes;  (viii)
actions  of  competitors  and  government  entities;  (ix)  availability  of key
personnel;  (x)  industry  capacity  trends;  (xi)  changes in the  economic  or
financial impact of, or failure to comply with, government regulations and (xii)
changes  brought about by e-commerce  initiatives.  As a result of the foregoing
and other  factors,  no assurance can be given as to future  results,  levels of
activity and achievements,  and neither  Agribrands nor any other person assumes
responsibility  for the  accuracy  and  completeness  of  these  forward-looking
statements.  Any forward-looking  statements contained herein speak solely as of
the date as of which such  statements  are made,  and  Agribrands  undertakes no
obligation  to  update  any  forward-looking  statements  to  reflect  events or
circumstances  after the date on which such  statements  were made or to reflect
the occurrence of unanticipated events.

     The Company, as a supplier of animal feeds and other agricultural products,
is subject to the risks and uncertainties  associated with the animal production
industry and the resulting  fluctuations in demand for Agribrands' products. The
animal  production  industry,  and consequently the animal feeds industry,  in a
particular country can be negatively affected by a number of factors,  including
the  following:  the  market  price  of  livestock,  poultry  and other  animals
and their food products;  alternative feed sources;  changes in  consumer demand
for,  and  consumption  of,  grain,  meat,  fish,  milk  and eggs;  outbreaks of
diseases  in  humans  or  animals  (such as BSE or "mad cow  disease,"  foot and
mouth  disease  or  aviarian  virus);  real  estate  values;  urban development;
weather  conditions; government farm programs; government  regulations; tariffs,
restrictive  quota  and  trade  policies;  production   difficulties,  including
capacity  constraints and supply surpluses;  and  general  economic  conditions,

                                       10
<PAGE>

either local, regional or global. In certain markets, the increasing nutritional
efficiency  of available  feeds has  resulted in lower volume  demand for feeds.
Profit pressure and overcapacity in various markets have led to consolidation of
both the feed  production  and animal  production  industries in those  markets.
Larger animal  producers have tended to integrate their business by acquiring or
constructing  feed  production  facilities  to meet  some or all of  their  feed
requirements,  and consequently  have relied less on outside suppliers of animal
feeds.

     The animal feeds and agricultural  products  business is expected to remain
highly competitive in the foreseeable  future.  Future growth  opportunities are
expected to depend on the  Company's  ability to implement  its  strategies  for
competing  effectively  in  new,  growing  agricultural   markets,   maintaining
effective cost controls,  making strategic  acquisitions,  effectively  managing
customers changing preferences for complete feeds, concentrates or premixes, and
developing  and  implementing  methods  for  more  efficient  manufacturing  and
distribution operations,  including development of e-commerce strategies,  while
at the same time maintaining aggressive pricing and promotion of its products.

<TABLE>
<CAPTION>

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

                                                Quarter Ended          Nine Months Ended
                                                    May 31,                 May 31,
                                             ------------------      -------------------
                                               2000       1999         2000       1999
                                             -------    -------      -------     -------


<S>                                          <C>        <C>          <C>         <C>
Net Sales                                    $ 301.2    $ 311.8      $ 890.2     $ 954.9
                                             -------    -------      -------     -------
Costs and Expenses
     Cost of products sold                     252.5      261.9        741.4       796.3
     Selling, general and administrative        33.8       33.8        100.7       104.9
     Interest                                    0.8        1.7          2.3         6.9
     Provisions for restructuring                1.2        -            1.2         -
     Gain on sale of property                    -          -            -          (0.5)
     Other (income)/expense, net                (1.0)      (5.4)        (6.8)       (7.4)
                                             -------    -------      -------     -------
                                               287.3      292.0        838.8       900.2
                                             -------    -------      -------     -------

Earnings before Income Taxes                    13.9       19.8         51.4        54.7
Income Taxes                                     4.5        6.3         17.1        22.3
                                             -------    -------      -------     -------
Net Earnings                                 $   9.4    $  13.5      $  34.3     $  32.4
                                             =======    =======      =======     =======

Earnings Per Share
     Basic                                   $   .95    $  1.29      $  3.37     $  3.06
                                             =======    =======      =======     =======
     Diluted                                 $   .92    $  1.27      $  3.27     $  3.02
                                             =======    =======      =======     =======

</TABLE>

           See Accompanying Notes to Consolidated Financial Statements

                                       11
<PAGE>
<TABLE>
<CAPTION>


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

                                                          May 31,     August 31,
                                                           2000          1999
                                                       ------------  -----------
<S>                                                     <C>           <C>
Assets
Current Assets
     Cash and cash equivalents                          $   161.4     $   174.5
     Short-term investments                                   1.8           3.5
     Receivables, less allowance for doubtful accounts       78.1          77.0
     Inventories                                             98.2          81.3
     Other current assets                                     5.5           4.6
                                                       ------------  -----------
       Total Current Assets                                 345.0         340.9
                                                       ------------  -----------

Investments and Other Assets                                 55.0          51.3

Property at Cost                                            348.6         346.3
Accumulated Depreciation                                   (180.6)       (172.3)
                                                       ------------  -----------
                                                            168.0         174.0
                                                       ------------  -----------
         Total                                          $   568.0     $   566.2
                                                       ============  ===========

Liabilities and Shareholders' Equity
Current Liabilities
     Current maturities of long-term debt               $     0.4     $     2.4
     Notes payable                                           21.0          18.5
     Accounts payable and accrued liabilities               120.8         125.1
     Income taxes                                             5.3           8.5
                                                       ------------  -----------
       Total Current Liabilities                            147.5         154.5
                                                       ------------  -----------
Long-Term Debt                                               11.0          11.5
Deferred Income Taxes and Other Liabilities                  27.1          26.9

Shareholders' Equity
     Common stock                                              .1            .1
     Capital in excess of par                               419.5         419.5
     Retained earnings                                       84.4          50.1
     Accumulated other comprehensive loss                   (87.8)        (85.6)
     Common stock in treasury, at cost                      (33.8)        (10.8)
                                                       ------------  -----------
     Total Shareholders' Equity                             382.4         373.3
                                                       ------------  -----------
         Total                                          $   568.0     $   566.2
                                                       ============  ===========
</TABLE>

           See Accompanying Notes to Consolidated Financial Statements

                                       12
<PAGE>
<TABLE>
<CAPTION>

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

                                                                           Nine Months Ended
                                                                                May 31,
                                                                          -------------------
                                                                             2000       1999
                                                                          --------  ---------
<S>                                                                       <C>       <C>
Cash Flow from Operations
     Net earnings                                                         $  34.3   $   32.4
     Non-cash items included in income
       Depreciation and amortization                                         18.9       17.6
       Foreign exchange loss                                                  0.1        0.6
       Provision for doubtful accounts                                        1.4        2.6
       Deferred income taxes                                                  2.7        4.1
       Gain on sale of property                                               -         (0.5)
     Changes in operating assets and liabilities used in operations         (26.7)      35.8
     Other, net                                                              (3.5)        .4
                                                                          --------  ---------
                      Net cash provided by operations                        27.2       93.0
                                                                          --------  ---------

Cash Flow from Investing Activities
     Property additions                                                     (16.0)     (21.7)
     Proceeds from the sale of property                                       0.8        2.7
     Proceeds from sale of Korean pet food business                           2.0        -
     Purchase of key man life insurance                                      (5.0)      (5.0)
     Other, net                                                               1.5       (1.2)
                                                                          --------  ---------
                      Net cash used by investing activities                 (16.7)     (25.2)
                                                                          --------  ---------

Cash Flow from Financing Activities
     Proceeds from issuance of long-term debt                                 -          8.4
     Principal payments on long-term debt, including current maturities      (2.4)     (15.2)
     Net increase (decrease) in notes payable                                 3.0      (19.9)
     Treasury stock purchases                                               (23.0)      (5.8)
                                                                          --------  ---------
                      Net cash used by financing activities                 (22.4)     (32.5)
                                                                          --------  ---------

Effect of Exchange Rate Changes on Cash and Cash Equivalents                 (1.2)      (0.4)
                                                                          --------  ---------
Net (Decrease) Increase in Cash and Cash Equivalents                        (13.1)      34.9
Cash and Cash Equivalents, Beginning of Period                              174.5      136.5
                                                                          --------  ---------

Cash and Cash Equivalents, End of Period                                  $ 161.4   $  171.4
                                                                          ========  =========

</TABLE>

           See Accompanying Notes to Consolidated Financial Statements

                                       13
<PAGE>


                         AGRIBRANDS INTERNATIONAL, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                              (Dollars in millions)

Note 1 -       GENERAL  INFORMATION.   Effective   April  1,   1998,  Agribrands
               International, Inc. (the Company) became an independent, publicly
               owned company as a result of the  distribution  by Ralston Purina
               Company (Ralston) of the Company's $.01 par value Common Stock to
               holders of Ralston  Purina Company Common Stock at a distribution
               ratio   of  one  for  ten  (the   Distribution).   Prior  to  the
               Distribution, the Company was formed as a wholly-owned subsidiary
               of Ralston for the purpose of effecting the Distribution. Ralston
               did not retain any ownership interest in the Company.

Note 2 -       UNAUDITED  FINANCIAL   STATEMENTS.   The  accompanying  unaudited
               financial  statements  have  been  prepared  in  accordance  with
               generally  accepted  accounting  principles  and  applicable  SEC
               guidelines  pertaining to interim financial  information.  In the
               opinion of management, all adjustments, consisting only of normal
               recurring   adjustments   considered   necessary   for   a   fair
               presentation,  have  been  included.  Operating  results  for any
               quarter  are not  necessarily  indicative  of the results for any
               other quarter or for the full year.  These  statements  should be
               read in conjunction with the Company's  financial  statements and
               notes thereto for the year ended August 31, 1999.

Note 3 -       COMPREHENSIVE INCOME:
<TABLE>
<CAPTION>

                                             Quarter Ended     Nine Months Ended
                                                 May 31,            May 31,
                                            ----------------   -----------------
                                              2000     1999     2000     1999
                                            --------  ------   -------  --------
<S>                                         <C>       <C>      <C>      <C>
   Net earnings                             $   9.4   $ 13.5   $ 34.3   $ 32.4
   Foreign currency translation adjustment     (2.4)     0.9     (2.2)     1.5
                                            --------  ------   -------  --------
   Comprehensive income                     $   7.0   $ 14.4   $ 32.1   $ 33.9
                                            ========  ======   =======  ========
</TABLE>

Note 4 -       BUSINESS  SEGMENT  INFORMATION.   Sales,   operating  profit  and
               total  assets  are  presented  below  for  each of the  Company's
               reportable  segments  along with a  reconciliation  of  operating
               profit  for the  reportable  segments  to total  earnings  before
               income taxes:

<TABLE>
<CAPTION>
                                          Quarter Ended       Nine Months Ended
                                              May 31,              May 31,
                                         ----------------     -----------------
                                           2000     1999       2000      1999
                                         -------  -------     -------   -------
<S>                                      <C>      <C>         <C>       <C>
  Net Sales - External:
       Americas                          $ 141.0  $ 145.2     $ 404.9   $ 432.6
       Europe                               69.9     82.9       220.4     266.3
       Asia                                 89.8     83.7       264.2     256.0
       Corporate and Tradico (U.S.)          0.5      -           0.7       -
                                         -------  -------     -------   -------
            Total                        $ 301.2  $ 311.8     $ 890.2   $ 954.9
                                         =======  =======     =======   =======
</TABLE>

                                       14
<PAGE>
<TABLE>
<CAPTION>
                                               Quarter Ended      Nine Months Ended
                                                  May 31,             May 31,
                                            ------------------   ------------------
                                              2000      1999       2000      1999
                                            --------  --------   --------  --------
<S>                                         <C>       <C>        <C>       <C>
   Net Sales - Intersegment:

        Americas                            $   -     $    -     $    -    $     -
        Europe                                  -          -          -          -
        Asia                                    -          -          -          -
        Corporate and Tradico (U.S.)           32.0      30.4       86.6      71.4
                                            --------  --------   --------  --------
             Total                          $  32.0   $  30.4    $  86.6   $  71.4
                                            ========  ========   ========  ========

   Operating Profit:

         Americas                           $   5.8   $   7.5    $  17.9   $  23.3
          Europe                                2.9       4.3       10.4      14.7
          Asia                                 10.0       8.0       30.4      25.9
          Corporate and Tradico (U.S.)         (3.8)     (3.7)     (10.6)    (10.2)
                                            --------  --------   --------  --------
                                               14.9      16.1       48.1      53.7
        Provisions for restructuring           (1.2)      -         (1.2)       -
        Gain on sale of property                -         -          -         0.5
        Interest expense                       (0.8)     (1.7)      (2.3)     (6.9)
        Other income/(expense), net             1.0       5.4        6.8       7.4
                                            --------  --------   --------  --------
             Earnings before Income Taxes   $  13.9   $  19.8    $  51.4   $  54.7
                                            ========  ========   ========  ========

   Depreciation and Amortization:

        Americas                            $   1.8   $   1.8    $   5.5   $   5.5
        Europe                                  1.7       2.0        5.4       6.1
        Asia                                    2.5       1.9        7.4       5.4
        Corporate and Tradico (U.S.)            0.2       0.2        0.6       0.6
                                            --------  --------   --------  --------
             Total                          $   6.2   $   5.9    $  18.9   $  17.6
                                            ========  ========   ========  ========

</TABLE>

<TABLE>
<CAPTION>

                                             May 31,        August 31,
                                              2000             1999
                                          -------------   --------------
<S>                                         <C>              <C>
    Total Assets:

         Americas                           $ 171.3          $ 169.3
         Europe                               103.0            116.0
         Asia                                 154.2            144.5
         Corporate and Tradico (U.S.)         139.5            136.4
                                          -------------   --------------
              Total                         $ 568.0          $ 566.2
                                          =============   ==============

</TABLE>

Note 5 -    SUPPLEMENTAL BALANCE SHEET INFORMATION:
<TABLE>
<CAPTION>
                                             May 31,     August 31,
                                              2000         1999
                                          -----------   ------------
<S>                                         <C>          <C>
   Receivables:

        Gross receivables                  $   90.1      $   88.4
        Allowance for doubtful accounts       (12.0)        (11.4)
                                          -----------   -----------
                                           $   78.1      $   77.0
                                          ===========   ===========
</TABLE>

                                       15
<PAGE>

<TABLE>
<CAPTION>
                                                           May 31,   August 31,
                                                            2000        1999
                                                         ---------   ----------
<S>                                                       <C>        <C>

   Inventories:

        Raw materials and supplies                       $   76.2    $   61.1
        Finished products                                    22.0        20.2
                                                         ---------   ----------
                                                         $   98.2    $   81.3
                                                         =========   ==========

   Investments and Other Assets:

        Goodwill, net of accumulated amortization of     $   27.6    $   29.1
          $7.9 at May 31 and $6.5 at August 31
        Investments in affiliated companies                   6.8         6.3
        Cash surrender value of key man life insurance       10.0         5.0
        Deferred charges and other assets                    10.6        10.9
                                                         ---------   ----------
                                                         $   55.0    $   51.3
                                                         =========   ==========

   Accounts payable and accrued liabilities:

        Trade accounts payable                           $   79.9    $   75.2
        Incentive compensation, salaries and vacations       13.7        15.4
        Restructuring reserves                                0.5         -
        Other items                                          26.7        34.5
                                                         ---------   ----------
                                                         $  120.8    $  125.1
                                                         =========   ==========

</TABLE>

Note 6 -       RESTRUCTURING.   During  the  third  quarter of fiscal  2000, the
               Company recorded pre-tax  restructuring  expenses of $1.2 million
               related  to  restructuring  and   centralization   activities  in
               Colombia  and  France.   The  restructuring   expenses  consisted
               entirely of cash charges to terminate 50 employees. The following
               table summarizes the activity within the  restructuring  reserves
               during the quarter ended May 31, 2000.  Substantially all actions
               associated  with these  reserves  are expected to be completed by
               the end of fiscal 2000.


          Reserves at February 29, 2000                            $   -
          Provision                                                    1.2
          Spending                                                    (0.7)
                                                                   --------
          Reserves at May 31, 2000                                 $   0.5
                                                                   ========


Note 7 - OTHER (INCOME)/EXPENSE, NET:
<TABLE>
<CAPTION>

                                    Quarter Ended         Nine Months Ended
                                        May 31,                May 31,
                                  -----------------      -------------------
                                   2000       1999         2000       1999
                                  -------   -------      --------   --------

<S>                               <C>       <C>          <C>        <C>
  Foreign exchange loss/(gain)    $  1.1    $ (2.9)      $   0.1    $   0.6
  Investment income                 (2.1)     (2.5)         (6.9)      (8.0)
                                  -------   -------      --------   --------
                                  $ (1.0)   $ (5.4)      $  (6.8)   $  (7.4)
                                  =======   =======      ========   ========
</TABLE>


                                       16
<PAGE>


Note 8 -       COMMON  STOCK.  There  were  9,813,101  and 10,379,305  shares of
               common  stock  outstanding  at May 31, 2000 and August 31,  1999,
               respectively.  During the nine  months  ended May 31,  2000,  the
               Company purchased 566,204 shares of Agribrands'  common stock for
               $23.0 million.


Note 9 -       EARNINGS PER SHARE.  Basic  earnings  per  share  is based on the
               average  number of common shares  outstanding  during the period.
               Diluted  earnings  per  share is based on the  average  number of
               shares  used  for  the  basic  earnings  per  share  calculation,
               adjusted for the dilutive effect of stock options.  The following
               table sets forth the  computation  of basic and diluted  earnings
               per share:


<TABLE>
<CAPTION>

                                                                Quarter Ended                 Nine Months Ended
                                                                   May 31,                        May 31,
                                                         --------------------------      --------------------------
                                                             2000          1999             2000          1999
                                                         -----------    -----------      -----------    -----------
    <S>                                                  <C>            <C>              <C>            <C>
    Numerator:
       Net earnings                                      $       9.4    $      13.5      $      34.3    $      32.4
                                                         ===========    ===========      ===========    ===========

    Denominator:
       Weighted average shares outstanding                 9,942,416     10,504,726       10,174,498     10,603,807
       Assumed conversion of stock options (1)               230,133        147,752          317,505        116,358
                                                         -----------    -----------      -----------    -----------

       Weighted average shares - assuming dilution        10,172,549     10,652,478       10,492,003     10,720,165
                                                         ===========    ===========      ===========    ===========
    Basic earnings per share (2)                         $       .95    $      1.29      $      3.37    $      3.06
                                                         ===========    ===========      ===========    ===========
    Diluted earnings per share (2)                       $       .92    $      1.27      $      3.27    $      3.02
                                                         ===========    ===========      ===========    ===========
</TABLE>


     (1)  Stock  options  to  purchase  1,110,500  shares of common  stock  were
          outstanding  during the quarter and nine months ended May 31, 1999 but
          were not  included in the  computation  of diluted  earnings per share
          because the  options'  exercise  prices were  greater than the average
          market price of the common shares.

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


Note 10 - NEW  ACCOUNTING  STANDARD.   The Financial Accounting Standards  Board
          issued  SFAS No.  133,  "Accounting  for  Derivative  Instruments  and
          Hedging Activities," in June 1998. The Company is still evaluating the
          effect  this  statement  will  have  on its  financial  reporting  and
          disclosures. Agribrands will adopt FAS 133 on September 1, 2000.


                                       17
<PAGE>



PART II -      OTHER INFORMATION

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

Item 6.        Exhibits and Reports on Form 8-K

               (a)  Exhibits filed with this Report:

                    (10.1)  Form  of   Amendment   to   Non-Qualified   Deferred
                            Compensation Plan (Filed  as  Exhibit  10.8  to  the
                            Company's Form 10-K dated August 31, 1999)

                    (27)    Financial Data Schedule

              (b)   Reports on Form 8-K:

              No Current  Reports on Form 8-K were filed by the  Company  during
              the quarter ended May 31, 2000.


                                       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:  July 6, 2000

                                       19
<PAGE>


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

Exhibits
--------



        EX-*10.1  Form of Amendment to Non-Qualified Deferred Compensation  Plan
                  (Filed as Exhibit 10.8 to the Company's Form 10-K dated August
                  31, 1999)

        EX-27     Financial data schedule for 3rd Quarter of fiscal 2000



* Denotes a management contract or compensatory plan or arrangement.

(Documents prepared on Edgar and provided electronically)




                                       20