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, 1998

                           Commission File No. 1-13479

                         AGRIBRANDS INTERNATIONAL, INC.
           -----------------------------------------------------------
             (Exact name of registrant as specified in its charter)

                               MISSOURI 43-1794250
          ------------------------------------------------------------
          (State of Incorporation) (I.R.S. Employer Identification No.)

                9811 SOUTH FORTY DRIVE, ST. LOUIS MISSOURI 63124
          ------------------------------------------------------------
               (Address of principal executive offices) (Zip Code)

                                 (314) 812-0500
          ------------------------------------------------------------
              (Registrant's telephone number, including area code)

Registrant (1) has filed all reports required to be filed by Section 13 or 15(d)
of the Securities  Exchange Act of 1934 during the preceding 12 months,  and (2)
has been subject to such filing requirements for the past 90 days.

                                YES: X NO: _____


Number of shares of Agribrands common stock,  $.01 par value,  outstanding as of
the close of business on June 30, 1998:

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

<PAGE>

PART I - FINANCIAL INFORMATION

                         AGRIBRANDS INTERNATIONAL, INC.
                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                            OF FINANCIAL INFORMATION
         ---------------------------------------------------------------

     The  following  discussion  is a  summary  of the  key  factors  management
considers necessary in reviewing Agribrands International, Inc. ("Agribrands" or
"the  Company")  results  of  operations,   liquidity,  capital  resources,  and
operating segment results.

Business Overview

     On April 1, 1998,  Ralston Purina Company (Ralston)  distributed the common
stock of its wholly owned  subsidiary,  Agribrands  International,  Inc., to the
holders  of  Ralston's   common   stock   through  a  tax-free   spin-off   (the
Distribution).  The  international  animal feeds and agricultural  business have
been beneficially  transferred to Agribrands as of April 1, 1998. Legal title is
being  transferred  as  foreign  government  approvals  are  obtained  and share
transfers  are  registered  in  the  respective  foreign  countries.  Since  the
Distribution,  Agribrands  has  conducted  its  business  as a  separate  public
company.

     Agribrands is one of the leading international  manufacturers and marketers
of  agricultural  animal feeds and other animal health and  nutrition  products.
Agribrands'  business is  currently  conducted  almost  entirely  outside of the
United States.  Agribrands  primarily produces and sells its products in sixteen
foreign  countries  under  different  local  conditions.  The  markets  in which
Agribrands  operates are highly  competitive  and  sensitive to both pricing and
promotion.

Selling  prices for  Agricultural  products  and percent of sales  gross  profit
margins are  directly  influenced  by changes in the  underlying  prices for the
commodity raw materials used to formulate animal feeds. Typically,  the industry
operates  on a unit  margin  basis  with  frequent  price  changes  based on the
underlying commodity price movements.

Operating Results

     Net earnings for the quarter ended May 31, 1998 were $3.4 million  compared
to $6.6  million for the same period last year.  Consolidated  operating  profit
margins  declined to 3.2% for the quarter  compared to 4.1% for the same quarter
last year as gains in the Americas and European regions were more than offset by
lower margins in the Asia Pacific region.  Earnings for the current quarter were
also adversely impacted by a $2.5 million charge to write-off deferred financing
costs associated with a credit facility the Company elected not to close.


                                      -2-

<PAGE>

     Net  earnings  for the nine  months  ended May 31,  1998 were $9.4  million
compared to $14.8 million for the same period last year. Excluding restructuring
charges,  consolidated operating profit margins for the current nine months were
4.0% compared to 3.7% for the same period in the prior year. Despite the higher
margins,  net  earnings  were down $5.4  million  for the nine  months on higher
pretax foreign currency  exchange and translation  losses,  principally in Korea
and Colombia.  Foreign  currency  exchange and translation  losses totaled $10.2
million for the current  nine-month  period compared to only $2.7 million during
the same period last year.  A $2.0 million  restructuring  charge in Europe also
negatively impacted the current nine-month results.
<TABLE>

--------------------------------------------------------------------------------

                       AMERICAS (excluding United States)
                       ----------------------------------
<CAPTION>

   Quarter ended May 31,                               Nine months ended May 31,
      1998         1997                                      1998        1997
      ----         ----                                      ----        ----

<S>           <C>                                          <C>        <C>     
      558          526       Tons sold (in thousands)         1,604      1,471
 $  154.8     $  156.5              Net sales              $  460.2   $  441.1
 $    7.7     $    4.6           Operating profit          $   22.1   $   12.9
      5.0%         2.9%  Operating profit as % of net sales     4.8%       2.9%

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

The increase in volume for the Americas  operations for the both the quarter and
the nine months ended May 31, 1998 is primarily  attributable  to increased feed
sales in Mexico.  Agribrands'  operations in Mexico experienced increased demand
resulting from improved  economic  conditions  when compared to the same periods
last year. Despite a 6.1% increase in volume for the current quarter,  net sales
dollars were down $1.7  million as a result of lower  selling  prices  resulting
from lower commodity prices and currency devaluation against the dollar.

     Operating  profit  increased  $3.1 million for the quarter and $9.2 million
for the  nine-month  period  on  increased  volume  and  improved  margins.  The
improvement  in operating  profit  margins was  broad-based  but most notable in
Mexico where  increased  shrimp feed sales,  with their overall higher  margins,
helped to increase profitability.

<TABLE>
--------------------------------------------------------------------------------
                                     EUROPE
                                     ------
<CAPTION>
   Quarter ended May 31,                              Nine months ended May 31,
     1998       1997                                       1998        1997
     ----       ----                                       ----        ----

<S>         <C>                                          <C>        <C>     
     404        396        Tons sold (in thousands)        1,204       1,211
  $  99.6   $  107.8              Net sales              $  303.7   $  345.5
  $   2.8   $    2.8           Operating profit          $    6.0   $    8.6
      2.8%       2.6%  Operating profit as % of net sales     2.0%       2.5%

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

                                      -3-

<PAGE>

     Net sales of the European operations declined $8.2 million for the quarter.
This decline is attributable  to both lower selling prices  resulting from lower
commodity prices and currency devaluation  experienced in Hungary and Turkey. In
the third quarter, operating profit and volumes in the region were flat with the
prior year. The operations in Hungary continue to be the largest  contributor to
earnings in the region.

     For the nine months, net sales in Europe declined $41.8 million,  again due
to lower selling prices  resulting  from lower  commodity  prices.  Year to date
operating  profit as a percentage of sales declined also,  primarily as a result
of restructuring charges. During February 1998, the European operations incurred
$2.0 million of pre-tax  restructuring  charges  associated  with closure of one
facility and  consolidation of its volume with that of another facility in Italy
and unrelated severance costs in Spain.
       
<TABLE>
--------------------------------------------------------------------------------
                                  ASIA PACIFIC
                                  ------------
<CAPTION>
    Quarter ended May 31,                              Nine months ended May 31,
     1998       1997                                        1998         1997
     ----       ----                                        ----         ----

<S>          <C>                                           <C>         <C>     
       342        342        Tons sold (in thousands)        1,082        1,010
  $   96.7   $  111.2              Net sales               $  295.0    $  342.0
  $    4.5   $    9.4           Operating profit           $   22.5    $   25.4
       4.7%       8.5%  Operating profit as % of net sales     7.6%        7.4%

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

     Asia  Pacific  operating  results for the current  quarter  were  adversely
affected by continued difficult economic conditions in the region,  particularly
in Korea which represents  approximately 75% of the Company's Asia Pacific sales
volume.  A significant  portion of the Korean  business is in hog feed.  The hog
industry  in Korea is  currently  depressed  with hog farmers  experiencing  end
product  pricing that is lower than their cost to produce.  This has  restricted
the Korean  operations'  ability to maintain  volume and margins on hog feed. In
spite of this difficult economic environment, the overall Korean operations have
remained  profitable in part through successful  development and introduction of
new products into the marketplace.

     Net sales of the Asia Pacific operations declined approximately $47 million
for the nine months ended May 31, 1998 as  increased  volume in units was offset
by both lower selling prices  resulting from lower commodity prices and currency
devaluation  against the dollar.  During the nine months ended May 31, 1998, the
Korean won and Philippine peso devalued approximately 36% and 23%, respectively,
against the  dollar.  Despite  the  decline  experienced  during the most recent
quarter,  operating profit margins for the nine months remained in line with the
prior year.


                                      -4-

<PAGE>

Interest Expense & Other Income/Expense

Interest  expense totaled $3.4 million and $9.5 million for the quarter and nine
months ended May 31, 1998, respectively.  This compares to $2.4 million and $8.0
million,  respectively, for the same periods last year. The increase in the most
recent  quarter is primarily due to higher  interest  rates when compared to the
comparable period last year.

<TABLE>
--------------------------------------------------------------------------------
                           Other (Income)/Expense, net
                           ---------------------------
<CAPTION>
Quarter ended May 31,                                 Nine months ended May 31,
  1998        1997                                        1998         1997
  ----        ----                                        ----         ----

<S>       <C>                                            <C>       <C>     
$ (1.0)   $  0.2  Translation and exchange loss/(gain)  $  10.2   $    2.6
                    
  (1.5)     (1.3)           Investment income              (3.3)      (3.7)
                 
   2.5       -     Write-off of deferred financing costs    2.5         -
------    ------                                         ------    -------
$    -    $ (1.1)                                        $  9.4    $  (1.1)
======    ======                                         ======    ======= 
--------------------------------------------------------------------------------
</TABLE>

During the quarter ended May 31, 1998 the Company recovered some of the exchange
losses it incurred  in Korea  during the first half of fiscal 1998 as the Korean
won  strengthened  against the dollar.  Earnings  for the current  quarter  were
adversely  impacted by a $2.5  million  charge to write-off  deferred  financing
costs associated with a credit facility the Company elected not to close.

Translation and exchange losses were substantially higher during the nine months
ended May 31, 1998 as a result of higher  foreign  currency  exchange  losses on
dollar  denominated debt in Korea and Colombia and higher translation losses due
to  hyper-inflationary  accounting in Mexico.  Exchange  losses were greatest in
Korea.

Income taxes

     Income taxes,  which include United States and foreign  taxes,  were 58% of
pre-tax  earnings  for the three  months  ended May 31, 1998  compared to 53% of
pre-tax  earnings  for the same period in the prior year.  The higher  effective
rate for the quarter ended May 31, 1998 resulted  primarily  from changes in the
earnings mix.

Financial Condition

     Cash flows from  operations  were break-even and $54.6 million for the nine
months ended May 31, 1998 and 1997,  respectively.  The  significant  decline in
operating  cash flows  between  the two periods is due  primarily  to changes in
inventory  levels in the respective  periods.  Inventory levels increased during
the nine months ended May 31, 1998 due to increased inventory levels in Korea as
well  as  increased  inventory  to meet  conditions  for  spin-off.  Conversely,
inventory levels had declined in the nine-month period ended May 31, 1997 due to
lower commodity prices. Raw material inventory levels in Korea are up at May 31,
1998 as a result  of  volume  declines  taking  effect  after  ingredients  were
purchased.



                                      -5-

<PAGE>

     Agribrands is  continually  evaluating  new  investment  opportunities.  In
December 1997,  Agribrands invested $5.0 million in Agribrands Purina (Langfang)
Feedmill Company Ltd., a new wholly owned foreign subsidiary. The new subsidiary
utilized these funds along with $2 million in proceeds from the issuance of debt
to acquire a feed mill in Langfang,  Peoples Republic of China. In January 1998,
Agribrands  acquired a feed mill in  Maracay,  Venezuela  for $4.3  million.  In
January 1998,  Agribrands  also  acquired a feed mill in Spessa,  Italy for $7.3
million.  Agribrands  had  previously  leased the feed mills in both Maracay and
Spessa.  These  acquisitions were funded through a combination of funds provided
by  Ralston  and local  country  borrowings.  Assuming  these  acquisitions  had
occurred as of September 1, 1996,  they would not have had a material  effect on
net sales or net earnings.

     Capital  expenditures,  primarily to replace or enhance existing production
facilities and  equipment,  totaled $34.9 million and $28.5 million for the nine
months ended May 31, 1998 and 1997, respectively.

     Agribrands'  capital  investments  and  working  capital  needs  have  been
partially funded by Ralston.  During the nine months ended May 31, 1998 net cash
flows provided by financing  activities  were $124.3 million,  including  $102.3
million  provided by Ralston.  In connection  with the  Distribution on April 1,
1998,  Agribrands  received $50.5 million of cash from Ralston.  Agribrands will
receive an  additional  $40 million  from Ralston  during the fourth  quarter of
fiscal year 1998.  This $40 million is recorded as a receivable on the Company's
balance sheet at May 31, 1998.

     After  evaluating the  availability of financing for the Company's  foreign
affiliates  from banks in their local markets,  Agribrands  elected not to close
the $110 million revolving credit agreement  arranged prior to the Distribution.
The  Company  is in the  process  of  removing  Ralston's  guarantees  from  all
Agribrands'  outstanding  debt.  The Company is also in the process of arranging
approximately  $60  million  of  uncommitted  lines of credit for its Korean and
Brazilian subsidiaries with Agribrands' support.

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

Outlook

     The  Americas  region  experienced  significant  improvement  in  operating
results  during the first nine months of this  fiscal year  compared to the same
period last year.  Continuation  of these trends,  however,  is uncertain  given
macro-economic  conditions  in key  countries  including  Brazil,  Colombia  and
Venezuela.

     The  European  animal  feed  industry  is  mature,  fragmented  and  highly
competitive  with excess  capacity.  Consolidation of the animal feed and animal
production  industries is underway throughout Europe and agricultural  subsidies
are being reduced in the European Union.  These trends are expected to continue,
and the Company anticipates  additional  restructuring charges will be necessary
to  appropriately  align its  operations  with  market  conditions.  The Company
believes opportunities for growth exist both through consolidation and expansion
into less developed markets.



                                      -6-

<PAGE>

     In  recent  years,  the  Asia  Pacific  region  has been  Agribrands'  most
profitable  region.  However,  the current  financial crises in the Asia Pacific
region will continue to have an adverse effect on Agribrands'  near term results
in  comparison  to the prior  quarter  and  prior  year.  It will be  especially
prevalent with the Korean operations,  which represent  approximately 75% of the
Company's Asia Pacific net sales volume.  Any further  devaluation of the Korean
won will result in lower dollar profits for the Korean  operations and increased
foreign exchange losses on its dollar  denominated  debt. The Korean  operations
import  approximately 70% of the ingredients used in its manufacturing  process.
The local currency costs of these  imported  ingredients  increase as the Korean
won devalues.  At the same time, the Korean  operation  generally seeks approval
from government  sponsored  cooperatives  before  increasing its selling prices.
Although  this  restricts  management's  ability to respond  quickly to changing
market  conditions,  the Korean  operations  have  generally been able to obtain
price increases  sufficient to offset most of the increased cost of ingredients.
In spite of these current  conditions,  Agribrands remains committed to the Asia
Pacific  market and views the  current  financial  crises as an  opportunity  to
strengthen its market position within the region.

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,
changes in general  economic and  business  conditions  (including  agricultural
markets)  in the  various  regions  of the world in which  Agribrands  operates,
Agribrands'  ability to recover  its raw  material  costs in the  pricing of its
products,  the  availability  of capital and  ingredients  on acceptable  terms,
actions  of  competitors  and  government   entities,   political  and  economic
instability in countries or regions where the Agribrands  business is conducted,
the level of demand for Agribrands'  products and change in Agribrands' business
strategies.

     Agribrands,  as a  supplier  of animal  feeds and other  animal  health and
nutrition  products,  is also subject to the risks and uncertainties  associated
with the animal production industry and the resulting fluctuations in demand for
Agribrands' products. The animal production industry in a particular country can
be  negatively  affected  by a  number  of  factors,  including  macro  economic
conditions,  weather conditions,  commodity prices, price controls,  alternative
feed sources, the market price of livestock,  poultry and other animals,  animal
diseases  (such as BSE or mad cow  disease,  hoof and  mouth and  avarian  flu),
changes in consumer  demand,  real estate values,  government  farm programs and
other government regulations,  restrictive quota and trade policies and tariffs,
production  difficulties,  including  capacity  and  supply  constraints,  labor
disputes and general economic conditions.

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

                                      -7-

<PAGE>

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

<CAPTION>
                                      Quarter ended    Nine Months ended May 31,
                                          May 31,
                                  ---------------------- -----------------------
                                      1998       1997        1998        1997
                                  ---------- ----------- ----------- -----------

<S>                                 <C>        <C>         <C>        <C>      
Net Sales                           $  351.1   $  375.5    $1,058.9   $ 1,128.6
Costs and Expenses
    Cost of products sold              304.4      323.9       909.7       972.2
    Selling, general and
     administrative                     35.3       36.3       106.7       114.2
    Interest                             3.4        2.4         9.5         8.0
    Provisions for restructuring         -          -           2.0         -
    Gain on sale of property             -          -          (0.4)        -
    Other (income)/expense, net          -         (1.1)        9.4        (1.1)
                                  ----------- ---------- ----------- -----------
                                       343.1      361.5     1,036.9     1,093.3
                                  ----------- ---------- ----------- -----------

Earnings before Income Taxes             8.0       14.0        22.0        35.3
Income Taxes                             4.6        7.4        12.6        20.5
                                  ----------- ---------- ----------- -----------
Net Earnings                        $    3.4   $    6.6    $    9.4   $    14.8
                                  =========== ========== =========== ===========
Earnings Per Share
    Basic *                         $    .32   $    .62    $    .88   $    1.39
                                  =========== ========== =========== ===========
    Diluted *                       $    .32   $    .62    $    .88   $    1.39
                                  =========== ========== =========== ===========

*    Based on common shares outstanding of 10.7 million for all periods prior to
     April 1, 1998.
</TABLE>

            See Accompanying Notes to Condensed Financial Statements

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


                                      -8-

<PAGE>

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

<CAPTION>
                                              May 31,            August 31,
                                               1998                1997
                                           -------------      --------------
<S>                                         <C>                 <C>      
Assets
Current Assets
    Cash and cash equivalents               $     92.2          $    25.2
    Marketable securities                          2.1                6.8
    Receivables, less allowance
      for doubtful accounts                      141.4              114.4
    Inventories                                  123.8              112.0
    Other current assets                          13.1               11.7
                                           -------------      --------------
      Total Current Assets                       372.6              270.1
                                           -------------      --------------

Investments and Other Assets                      48.7               54.2

Property at Cost                                 340.9              329.6
Accumulated Depreciation                        (166.7)            (172.7)
                                           -------------      --------------
                                                 174.2              156.9
                                           -------------      --------------

        Total                                $   595.5          $   481.2
                                           =============      ==============

Liabilities and Shareholders Equity

Current Liabilities
    Current maturities of long-term debt     $     8.4         $     19.4
    Notes payable                                 60.2               33.8
    Accounts payable and
      accrued liabilities                        135.0              162.7
    Income taxes                                   7.4                7.5
                                           -------------      --------------
      Total Current Liabilities                  211.0              223.4
                                           -------------      --------------

Long-Term Debt                                    20.6               22.8
Deferred Income Taxes                              4.4                9.6
Other Liabilities                                 26.1               27.3

Shareholders Equity
    Common stock                                    .1
    Capital in excess of par                     419.5
    Retained earnings                              1.7
    Cumulative translation adjustment            (87.9)
                                           -------------      --------------
      Total Shareholders Equity                  333.4
                                           -------------      --------------

Ralston Equity Investment                                           198.1
                                           -------------      --------------

        Total                                $   595.5          $   481.2
                                           =============      ==============

</TABLE>
            See Accompanying Notes to Condensed Financial Statements
================================================================================


                                      -9-

<PAGE>

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

<CAPTION>
                                                        Nine Months ended
                                                             May 31,
                                                  ------------------------------
                                                     1998              1997
                                                  ------------     -------------
<S>                                                 <C>              <C>     
 Cash Flow from Operations
   Net earnings                                    $    9.4         $   14.8
    Non-cash items included in income                   18.5             17.2
    Changes in operating assets
        and liabilities used in operations             (36.8)             16.7
    Other, net                                           8.9               5.9
                                                  ------------      ------------
       Net cash provided by operations                   -                54.6
                                                  ------------      ------------

Cash Flow from Investing Activities
    Acquisitions of businesses                         (16.6)              -
    Property additions                                 (34.9)            (28.5)
    Proceeds from the sale of property                   1.2               1.0
    Other, net                                          (0.4)             (6.9)
                                                  ------------      ------------
       Net cash used by investing activities           (50.7)            (34.4)
                                                  ------------      ------------

Cash Flow from Financing Activities
    Proceeds from sale of long-term debt                12.9               2.1
    Principal payments on long-term debt,
       including current maturities                    (19.5)             (1.3)
    Net increase (decrease) in notes payable            28.6             (21.0)
    Net transactions with Ralston                      102.3              21.2
                                                  ------------      ------------
       Net cash provided by financing activities       124.3               1.0
                                                  ------------      ------------

Effect of Exchange Rate Changes on Cash
    and Cash Equivalents                                (6.6)             (2.4)
                                                  ------------      ------------
Net Increase in Cash and Cash Equivalents               67.0              18.8
Cash and Cash Equivalents, Beginning of Period          25.2              20.3
                                                  ------------      ------------
Cash and Cash Equivalents, End of Period            $   92.2          $   39.1
                                                  ============      ============

</TABLE>

            See Accompanying Notes to Condensed Financial Statements
================================================================================

                                      -10-

<PAGE>

                         AGRIBRANDS INTERNATIONAL, INC.
               NOTES TO CONDENSED FINANCIAL STATEMENTS MAY 31, 998
                             (DOLLARS IN MILLIONS)

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

Note 2 - The accompanying  unaudited financial  statements have been prepared in
     accordance  with the  instructions  for Form 10-Q and do not include all of
     the information  and footnotes  required by generally  accepted  accounting
     procedures for complete financial statements. In the opinion of management,
     all adjustments, consisting only of normal recurring adjustments considered
     necessary for a fair  presentation,  have been included.  Operating results
     for any quarter are not necessarily indicative of the results for any other
     quarter or for the full year. These statements should be read in connection
     with the financial  statements of Agribrands and notes thereto for the year
     ended August 31, 1997.

     The Balance Sheet as of May 31, 1998 is presented on a consolidated  basis.
     The  Statement of Earnings for the nine months ended May 31, 1998  includes
     the combined  results of  operations  of the  Agribrands  businesses  under
     Ralston  for the  seven  months  prior  to the  Distribution  Date  and the
     consolidated  results of operations of the Company for the two month period
     ended May 31, 1998. The financial  statements as of August 31, 1997 and for
     all periods  prior to the  Distribution  Date are  presented  on a combined
     basis and reflect periods during which the Agribrands  businesses  operated
     primarily as wholly-owned subsidiaries of Ralston and its subsidiaries. The
     combined financial statements include assets,  liabilities,  revenues,  and
     expenses that are directly related to the Agribrands businesses.

Note 3 - There were  10,668,571  shares of common stock  outstanding at both May
     31, 1998 and the Distribution Date.

Note 4 - 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.


                                      -11-

<PAGE>

     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,
                                                      -----------------------   -------------------------
                                                        1998         1997           1998        1997
                                                      ----------  -----------   -----------  ------------
<S>                                                   <C>           <C>           <C>         <C>      
Numerator:
    Numerator for basic earnings per share -
      Net earnings                                    $    3.4      $    6.6      $    9.4    $    14.8
    Effect of dilutive securities                          -             -             -            -
                                                      ----------  -----------   -----------  ------------
    Numerator for dilutive earnings per share -
      Net earnings                                    $    3.4      $    6.6      $    9.4    $    14.8
                                                      ==========  ===========   ===========  ============
Denominator:
   Denominator for basic earnings per share -
      Weighted-average shares *                           10.7          10.7          10.7         10.7
                                                      ==========  ===========   ===========  ============
   Effect of dilutive securities:
      Stock options                                        -             -             -            -
                                                      ----------  -----------   -----------  ------------
   Denominator for dilutive earnings per share -
      Weighted-average shares and assumed conversions
                                                          10.7          10.7          10.7         10.7
                                                      ==========  ===========   ===========  ============
Basic earnings per share                              $    .32      $    .62      $    .88    $    1.39
                                                      ==========  ===========   ===========  ============
Diluted earnings per share                            $    .32      $    .62      $    .88    $    1.39
                                                      ==========   ===========   ===========  ============

  *  Assumed  10.7  million  shares  outstanding  for all  periods  prior to the
Distribution Date.
</TABLE>


Note 5 - Receivables consist of the following:
<TABLE>
<CAPTION>

                                      May 31, 1998           August 31, 1997
                                      ------------           ---------------
<S>                                     <C>                     <C>    
  Gross receivables                     $ 152.6                 $ 124.2
  Allowance for doubtful accounts         (11.2)                   (9.8)
                                   ====================    ====================
                                        $ 141.4                 $ 114.4
</TABLE>
                                   ====================    ====================

Note 6 - Inventories consist of the following:

<TABLE>
<CAPTION>
                                      May 31, 1998           August 31, 1997
                                      ------------           ---------------
<S>                                      <C>                     <C>   
  Raw materials and supplies             $ 94.6                  $ 89.7
  Finished products                        29.2                    22.3
                                   ====================    ====================
                                        $ 123.8                 $ 112.0
                                   ====================    ====================
</TABLE>
                               

                                      -12-

<PAGE>

Note 7 - Investments and Other Assets consist of the following:

<TABLE>
<CAPTION>
                                                 May 31, 1998   August 31, 1997
                                                 ------------   ---------------
<S>                                                 <C>             <C> 
  Goodwill, net of accumulated amortization of
    $5.5 at May 31 and $4.1 at August 31            $ 32.8          $ 34.0
  Investments in affiliated companies                  4.9             4.1
  Deferred charges and other assets                   11.0            16.1
                                               ================ ================
                                                    $ 48.7          $ 54.2
                                               ================ ================
</TABLE>

Note 8 - Accounts payable and accrued liabilities consist of the following:
<TABLE>
<CAPTION>

                                                  May 31, 1998   August 31, 1997
                                                  ------------   ---------------
<S>                                                  <C>            <C>    
  Trade accounts payable                             $ 81.7         $ 107.2
  Incentive compensation, salaries, and vacations      14.1            14.8
  Restructuring reserves                                1.2             1.4
  Other items                                          38.0            39.3
                                                  ============== ===============
                                                    $ 135.0         $ 162.7
                                                  ============== ===============
</TABLE>

Note 9 - Other (income)/expense, net consists of the following:
<TABLE>
<CAPTION>

                                                 Quarter ended         Nine Months ended May 31,
                                                    May 31,
                                          --------------------------   -------------------------
                                              1998          1997           1998        1997
                                          -------------  -----------   -----------  ------------

<S>                                        <C>            <C>            <C>             <C>  
   Translation and exchange (gain)/loss    $    (1.0)     $     0.2      $   10.2        $ 2.7
   Investment income                            (1.5)          (1.3)         (3.3)        (3.8)
   Write-off deferred financing costs            2.5            -             2.5          -
                                          =============  ===========   ===========  ============
                                           $     -        $    (1.1)     $    9.4     $   (1.1)
                                          =============  ===========   ===========  ============
</TABLE>

     Note 10 - A claim has been asserted  against Ralston in connection with the
phased withdrawal from an unsuccessful  joint venture in Chile. The former joint
venture partner in Chile has sought compensatory  damages,  punitive damages and
damages under the United States  Racketeer  Influenced and Corrupt  Organization
Act  ("RICO")  totalling  approximately  $300  million.  This  dispute  has been
submitted to arbitration in Santiago,  Chile. Ralston and Agribrands have agreed
that Agribrands will pay 80% and Ralston will pay 20% of any award or settlement
and all costs  related to this claim up to $2.5  million.  Any amounts over $2.5
million  will be  shared  equally.  Agribrands  and  Ralston  believe  that  the
termination of the joint venture was proper and legal.  Management of Agribrands
believes  that, in the event  Ralston is found liable for damages,  the ultimate
liability  for such  dispute,  taking  into  account  established  accruals  for
estimated  liabilities,  should not be  material  to the  financial  position of
Agribrands  but could be material to the results of operations or cash flows for
a particular quarter or annual period.



                                      -13-

<PAGE>

PART II - OTHER INFORMATION

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


Item 1.       Legal Proceedings

     A claim has been asserted  against Ralston in connection with the Company's
     phased  withdrawal from an unsuccessful  joint venture in Chile,  which has
     been submitted to arbitration  in Santiago,  Chile.  The Company has agreed
     with Ralston to share costs related to this claim.  Information  about this
     proceeding  is set  forth in Note 10 of the  Notes to  Condensed  Financial
     Statements set forth above.

Item 6.       
 and Reports on Form 8-K

     (a) Exhibits filed with this Report:

          (10.1) Form of Non-Qualified  Stock Option Agreement,  entered into by
          the Company on May 12, 1998, with William P. Stiritz,  Chief Executive
          Officer of the Company.

          (10.2) Form of Non-Qualified  Stock Option Agreement,  entered into by
          the Company on May 29, 1998,  with certain  executive  officers of the
          Company.

          (27) Financial Data Schedule

     (b) Reports on Form 8-K:

          On May 18, 1998, the Registrant  filed a Current Report on Form 8-K to
          file its press release dated that same day  announcing  management had
          decided not to close a $110 million credit facility.



                                   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 2, 1998


                                      -14-

<PAGE>

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


     Exhibits  
     --------  

     EX-10.1 Form of Non-Qualified  Stock Option Agreement,  entered into by the
Company on May 12, 1998, with William P. Stiritz, Chief Executive Officer of the
Company.

     EX-10.2 Form of Non-Qualified  Stock Option Agreement,  entered into by the
Company on May 29, 1998, with certain executive officers of the Company.

     EX-27 Financial data schedule for 3rd Quarter 1998.



















                                      -15-