SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10Q

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

                       For Quarter Ended November 30, 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 January 9, 2001:

                                    9,813,851
                                    ---------


<PAGE>


PART I - FINANCIAL INFORMATION

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

     Management  has  included  a  section  on key  measures  and  concepts  for
understanding the business which follows the discussions of consolidated results
of  operations,  segment  results and  liquidity and capital  resources.  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
exchange  rates  against the Dollar can have a material  impact on the Company's
reported results.

Recent Events

     On December 1, 2000,  the Company  and  Cargill,  Incorporated  ("Cargill")
entered into an Agreement  and Plan of Merger (the  "Merger  Agreement"),  under
which Cargill would acquire Agribrands in a cash merger at a price of $54.50 per
share.  Agribrands  elected to terminate its prior merger agreement with Ralcorp
Holdings, Inc. ("Ralcorp") and as a result, paid a $5 million termination fee to
Ralcorp.

     The Merger  Agreement has been approved by  Agribrands'  Board of Directors
upon the unanimous  recommendation of a committee of its independent  directors.
The  transaction  is  expected  to close in April 2001 and is subject to various
conditions,  including the approval by two-thirds of  Agribrands'  shareholders,
receipt of a ruling from the Internal  Revenue  Service that the merger will not
impact the tax-free  treatment of Agribrands' 1998 spin-off from Ralston Purina,
regulatory  approvals  and other  customary  conditions.  Cargill  may waive the
requirement for the tax ruling.

     On January 9, 2001,  the Company filed a preliminary  proxy  statement with
the SEC to amend its preliminary  proxy statement and prospectus filed by it and
Ralcorp on September 29, 2000.

                  REVIEW OF CONSOLIDATED RESULTS OF OPERATIONS

Net Sales

     Consolidated  net  sales for the  three  months  ended  November  30,  2000
increased  $1.1  million or 0.4%  compared  to the same  period last year due to
higher average selling prices in the Americas  segment and to a lesser extent in
the Asia segment.  Average selling prices  increased $6 per ton due to increased
sales of premixes and other  higher  value feeds in Brazil and higher  commodity
costs in most parts of the world 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.  Consolidated  feed  sales  volume for the first
quarter  was down  slightly at 23,900  metric tons or 1.9%  compared to the same
period last year.

Gross Profit

     Gross profit was $56.6 million in the first quarter of fiscal 2001 compared
to $60.6  million in the same period last year, a decrease of $4.0  million,  or
6.6%.  Gross  profit  decreased  primarily  as a result of both lower volume and
lower margins in Europe.

                                       2
<PAGE>



Selling, General and Administrative Expenses

     Selling, general and administrative expenses increased $1.2 million or 2.9%
in the three months ended November 30, 2000 due primarily to higher  expenses in
the Americas segment and the Corporate and Tradico segment,  partially offset by
lower expenses in Europe.

Merger Expenses

     In the  current  quarter,  Agribrands  recorded  a  pre-tax  charge of $6.2
million and an after-tax  charge of $4.0 million for costs primarily  associated
with the terminated  merger between  Agribrands and Ralcorp,  combined with some
expenses related to the merger with Cargill.  These charges included the accrual
of a $5 million termination fee which was paid to Ralcorp in December 2000.

Restructuring Activities

     In the current quarter,  Agribrands  recorded  provisions for restructuring
which reduced  earnings  before income taxes by $0.6 million and net earnings by
$0.4 million.  These charges  represented  primarily  severance costs associated
with the  streamlining  of Agribrands'  operations in Spain.  The  restructuring
provided for the termination of 14 production  employees,  all of whom have been
released as of November 30, 2000.  Beginning in fiscal 2002, these restructuring
actions are expected to result in annual  pre-tax cost savings of  approximately
$0.2 million.

Interest Expense and Other Income/Expense

     Interest  expense  totaled $0.8 million for the three months ended November
30, 2000 compared to $0.9 million for the same period last year.

     Other income/expense, net changed unfavorably by $1.4 million for the three
months  ended  November  30, 2000  compared  to the same  period last year.  The
Company  recognized a $1.5 million foreign exchange loss in the first quarter of
this year versus a $0.3 million  foreign  exchange  gain in the first quarter of
last year.  In this year's first  quarter,  the  currencies  in Brazil,  Canada,
Mexico and Korea  weakened  somewhat  versus  the U.S.  Dollar  resulting  in an
exchange loss on U.S. Dollar debt carried in those countries.  Investment income
was $0.2 million lower in this year's first quarter  mainly as a result of lower
average cash balances during the current year.

Net Earnings

     Net earnings were $4.9 million for the three months ended November 30, 2000
compared to $13.9  million for the same period last year.  Income  taxes,  which
include United States and foreign taxes,  were 36.4% of pre-tax earnings for the
current period and 33.8% for the same period last year.


                                       3
<PAGE>


                            REVIEW OF SEGMENT RESULTS
                              (Dollars in millions)

<TABLE>
<CAPTION>
                                                                                            Corporate and
                                         Americas           Europe             Asia            Tradico        Consolidated
                                      ----------------  ---------------   ---------------  ----------------  ----------------
<S>                                        <C>               <C>               <C>               <C>            <C>
Quarter Ended November 30, 2000:

Net sales                                  $ 141.3           $  63.4           $  97.3              -           $   302.0
Segment profitability                      $   7.0           $   3.6           $   8.4           $ (4.5)        $    14.5

Tons of feed product sold                  514,400           315,600           372,200              -           1,202,200
Income over ingredient cost *              $  37.5           $  20.2           $  26.0           $  0.1         $    83.8

Quarter Ended November 30, 1999:

Net sales                                  $ 134.5           $  76.9           $  89.4           $  0.1         $   300.9
Segment profitability                      $   7.8           $   4.5           $  10.7           $ (3.3)        $    19.7

Tons of feed product sold                  524,700           358,000           343,000              100         1,225,800
Income over ingredient cost *              $  35.5           $  26.4           $  26.5           $ (0.1)        $    88.3

<FN>
*    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.

</FN>
</TABLE>

Americas

     Net sales in the  Americas  segment  (which  excludes  the  United  States)
increased  $6.8  million or 5.1% for the three  months  ended  November 30, 2000
compared to the same period last year.  The increase in net sales was the result
of higher average  selling  prices,  which were only partially  offset by a 2.0%
decline in volume.  Most of the change  occurred in Brazil  where its  increased
sales force focused  selling  efforts on higher value  complete feeds and higher
margin  premixes  resulting in increased  net sales and IOIC of $5.4 million and
$2.5 million, respectively.

     Segment  profitability  in the Americas  decreased $0.8 million or 10.3% as
increased  operating  expenses more than offset the  improvement in IOIC for the
region. Operating expenses increased to support the increased selling efforts in
Brazil. Operating expenses also increased due to local inflationary increases in
excess  of the rate at which  the  local  currencies  weakened  versus  the U.S.
Dollar.

Europe

     Net sales in Europe  decreased  $13.5 million or 17.6% for the three months
ended  November 30, 2000 as compared to the same period last year.  The decrease
in net sales was due to a combination of lower volume and lower average  selling
prices.  Feed  volume  declined  by 42,400  tons or 11.8% as the  entire  region
experienced  difficult market conditions.  Average selling prices for the Europe
segment  declined  $14 per ton or 6.5% in the first  quarter  as higher  average
local currency  selling prices were translated at  significantly  weaker foreign
currency exchange rates.

     Segment  profitability  in the Europe  segment  decreased  $0.9  million or
20.0%.  IOIC in Europe  decreased  $6.2  million or 23.5% due to both lower feed
volume and lower margins.  The decline in IOIC was mostly offset by $5.3 million

                                       4
<PAGE>

lower  operating  expenses  which  reflect  the  translation  of local  currency
expenses at significantly weaker exchange rates.

Asia

     Net sales in the Asia segment  increased $7.9 million or 8.8% for the three
months  ended  November  30, 2000  compared  to the same period last year.  This
increase is primarily  due to  increased  feed volume in China where feed volume
was up 26,500 tons or 79.2% over the same period last year. Positive response to
recent sales initiatives combined with favorable animal farm prices in the China
market have contributed to the increased sales in China.

     Segment  profitability in the Asia segment decreased $2.3 million or 21.5%.
IOIC in Asia decreased $0.5 million or 1.9% as the impact of  deteriorating  hog
market  conditions  in Korea more than  offset the  improvement  experienced  in
China.  Segment  profitability was also negatively impacted by a $1.8 million or
11.4% increase in operating  expenses.  Operating expenses increased  reflecting
the growth in China and the addition of an animal health business  acquired last
July in the Philippines.

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.  A
subsidiary  named  "Tradico,  Inc." was organized in Missouri in August 2000 and
acquired a  manufacturing  facility  in  Greenville,  Mississippi.  In the first
quarter  of this  fiscal  year,  Tradico  recorded  intercompany  sales of $28.4
million.

     In terms of  segment  profitability,  the  corporate  and  Tradico  segment
recorded losses of $4.5 million and $3.3 million for the quarters ended November
30,  2000  and  1999,  respectively.  These  losses  are  primarily  related  to
unallocated   corporate   administrative  items.  The  increase  in  unallocated
corporate  administrative  expenses is  partially  the result of $0.5 million in
litigation  expenses  incurred in the  current  quarter in  connection  with the
Company's  efforts to recover  vitamin  price  fixing  damages in a class action
lawsuit.  The  remainder of the increase is due to  inflationary  increases  and
additional   administrative   &  research   personnel.   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 $14.8  million and $16.3  million for the
three months ended  November  30, 2000 and 1999,  respectively.  The decrease in
operating cash flows between the two periods primarily resulted from the decline
in net earnings.

     Capital  expenditures,  primarily to replace or enhance existing production
facilities  and  equipment,  totaled $5.6 million and $6.5 million for the three
months  ended  November  30,  2000 and 1999,  respectively.  The  Company has no
material   commitments  for  capital  expenditures  as  of  November  30,  2000.
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.  Since its
spin-off,  the Company's  operating units have generally financed their seasonal
and other working capital  requirements  through intercompany loans and advances
provided by the U.S.  parent.  Short-term  borrowings  provided by local foreign
banks and branches of multinational banks are also utilized. The Company reduced
its short-term borrowings from $27.8 million at August 31, 2000 to $19.2 million
at November 30, 2000.


                                       5
<PAGE>

     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 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.  As of November 30, 2000,  the Company had purchased  855,052 shares
pursuant  to this  authorization  at an average  cost of $39.54  per  share.  No
purchases occurred during the three months ended November 30, 2000.

            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 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 is  measured  using the  exchange  rate at the time
          inventory  was  purchased  rather than the  exchange  rate at the time
          finished product was sold.


                                       6
<PAGE>

     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 the local
          currency.

     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 quarters  ended  November 30, 2000 and
1999:

                               Dollar-based EBITDA
                              (Dollars in millions)

                                                            Quarter Ended
                                                            November 30,
                                                       ----------------------
                                                          2000        1999
                                                       ----------  ----------

  Earnings before Income Taxes                            $ 7.7      $ 21.0
  Adjustments:
    o  Depreciation and amortization                        6.0         6.3
    o  Interest expense                                     0.8         0.9
    o  Investment income                                   (2.3)       (2.5)
    o  Merger expenses                                      6.2         -
    o  Provisions for restructuring                         0.6         -
                                                       ----------  ----------
  EBITDA reported after translation under FAS 52           19.0        25.7

  Adjustments to report EBITDA on a Dollar basis:
  1)   Difference in cost of products sold                 (2.4)       (1.1)
  2)   Reversal of foreign exchange loss reported           1.5         0.3
       under FAS 52
  3)   Dollar-based foreign exchange gain                   1.5         1.5
                                                       ----------  ----------
  EBITDA reported on a U.S. Dollar basis                 $ 19.6      $ 26.4
                                                       ==========  ==========

Explanation of adjustments to EBITDA:

1)   Difference in cost of products sold.  Cost of products sold was 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.

2)   Reversal of foreign  exchange  losses reported under FAS 52. In this year's
     first quarter,  the Company  reported a $1.5 million foreign  exchange loss
     under FAS 52.  Most of this  exchange  loss  occurred in Brazil and Canada,
     where  the  Company  carried  U.S.  Dollar  denominated  debt and the local
     currency devalued versus the Dollar.

3)   Dollar-based  foreign  exchange  gains and losses.  If Agribrands  had used
     Dollar-based  accounting  worldwide,  it would  have  recognized  a foreign
     exchange gain of $1.5 million in both the quarter  ended  November 30, 2000
     and the quarter ended  November 30, 1999.  Much of these gains  occurred in
     Europe and Asia,  where the Company has net liabilities  denominated in the
     local currencies.  During each period as the local currency weakened, these
     liabilities decreased in Dollar terms resulting in a foreign exchange gain.


                                       7
<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.

     Excluding merger expenses and restructuring charges, consolidated operating
results for the quarter ended November 30, 2000 more closely matched the results
of the previous  three  quarters than the results for the same period last year.
Management expects consolidated operating results for the quarter ended February
28, 2001 to also fall below the  comparative  quarter for fiscal 2000.  However,
consolidated  operating  results for the latter half of the current  fiscal year
should meet or exceed results for the same period last year.

     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.

     The Company's  income tax position is quite complex due to the  interaction
between  income  taxes paid  locally by its foreign  affiliates,  dividends  and
royalties received from its affiliates and the method for determining the credit
the Company  receives on its U.S. tax return for foreign income and  withholding
taxes.  Based on  current  projections  for  these  relevant  items,  management
believes its global  effective rate should remain around 35% for the foreseeable
future.


                                      8
<PAGE>


                   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,  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.

                                       9
<PAGE>

     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.


                                       10
<PAGE>





                         AGRIBRANDS INTERNATIONAL, INC.
                 CONSOLIDATED STATEMENT OF EARNINGS (UNAUDITED)

                   (Dollars in millions except per share data)

                                                   Quarter Ended
                                                    November 30,
                                            -----------------------------
                                                2000            1999
                                            -------------  --------------

Net Sales                                     $ 302.0         $ 300.9
                                            -------------  --------------
Costs and Expenses

     Cost of products sold                      245.4           240.3
     Selling, general and administrative         42.1            40.9
     Merger expenses                              6.2             -
     Interest expense                             0.8             0.9
     Provisions for restructuring                 0.6             -
     Other (income)/expense, net                 (0.8)           (2.2)
                                            -------------  --------------
                                                294.3           279.9
                                            -------------  --------------

Earnings before Income Taxes                      7.7            21.0
Income Taxes                                      2.8             7.1
                                            -------------  --------------
Net Earnings                                  $   4.9         $  13.9
                                            =============  ==============

Earnings Per Share

     Basic                                    $   .50         $  1.34
                                            =============  ==============
     Diluted                                  $   .48         $  1.29
                                            =============  ==============



           See Accompanying Notes to Consolidated Financial Statements


                                       11
<PAGE>



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

                              (Dollars in millions)
<TABLE>
<CAPTION>

                                                                   November 30,         August 31,
                                                                       2000                2000
                                                                 ------------------   ---------------
Assets
------
<S>                                                                  <C>                  <C>
Current Assets
     Cash and cash equivalents                                       $    171.8           $   174.6
     Receivables, less allowance for doubtful accounts                     76.7                75.4
     Inventories                                                           90.3                96.6
     Other current assets                                                   8.7                 7.1
                                                                 ------------------   ---------------
       Total Current Assets                                               347.5               353.7
                                                                 ------------------   ---------------
Investments and Other Assets                                               62.0                59.5

Property at Cost                                                          343.0               351.7
Accumulated Depreciation                                                 (182.2)             (183.3)
                                                                 ------------------   ---------------
                                                                          160.8               168.4
                                                                 ------------------   ---------------
         Total                                                       $    570.3           $   581.6
                                                                 ==================   ===============
Liabilities and Shareholders' Equity
------------------------------------
Current Liabilities
     Current maturities of long-term debt                            $      1.0           $     0.4
     Notes payable                                                         19.2                27.8
     Accounts payable and accrued liabilities                             116.4               116.0
     Income taxes                                                           4.5                 4.5
                                                                 ------------------   ---------------
       Total Current Liabilities                                          141.1               148.7
                                                                 ------------------   ---------------
Long-Term Debt                                                              9.6                10.7
Deferred Income Taxes and Other Liabilities                                29.8                28.7
Shareholders' Equity
     Common stock                                                            .1                  .1
     Capital in excess of par                                             419.5               419.5
     Retained earnings                                                    100.0                95.1
     Common stock in treasury, at cost                                    (33.8)              (33.8)
     Accumulated other comprehensive loss                                 (96.0)              (87.4)
                                                                 ------------------   ---------------
     Total Shareholders' Equity                                           389.8               393.5
                                                                 ------------------   ---------------
         Total                                                       $    570.3           $   581.6
                                                                 ==================   ===============
</TABLE>

           See Accompanying Notes to Consolidated Financial Statements

                                       12
<PAGE>


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

                                                                                        Three Months Ended
                                                                                           November 30,
                                                                               -------------------------------------
                                                                                    2000                 1999
                                                                               ----------------     ----------------
<S>                                                                                 <C>                  <C>
Cash Flow from Operations
     Net earnings                                                                   $   4.9              $  13.9
     Non-cash items included in income
       Depreciation and amortization                                                    6.0                  6.3
       Foreign exchange loss                                                            1.5                  0.3
       Provision for doubtful accounts                                                  0.5                  0.9
       Deferred income taxes                                                            -                    2.6
     Changes in operating assets and liabilities used in operations                     0.7                 (7.7)
     Other, net                                                                         1.2                  -
                                                                               ----------------     ----------------
                      Net cash provided by operations                                  14.8                 16.3
                                                                               ----------------     ----------------
Cash Flow from Investing Activities
     Property additions                                                                (5.6)                (6.5)
     Proceeds from the sale of property                                                 0.3                  0.4
     Purchase of key man life insurance                                                (2.5)                (5.0)
     Other, net                                                                        (0.2)                (0.5)
                                                                               ----------------     ----------------
                      Net cash used by investing activities                            (8.0)               (11.6)
                                                                               ----------------     ----------------
Cash Flow from Financing Activities
     Proceeds from issuance of long-term debt                                           0.4                  -
     Principal payments on long-term debt, including current maturities                (0.2)                (0.3)
     Net increase (decrease) in notes payable                                          (8.1)                (0.5)
     Treasury stock purchases                                                           -                   (0.8)
                                                                               ----------------     ----------------
                      Net cash used by financing activities                            (7.9)                (1.6)
                                                                               ----------------     ----------------
Effect of Exchange Rate Changes on Cash and Cash Equivalents                           (1.7)                (0.6)
                                                                               ----------------     ----------------
Net (Decrease) Increase in Cash and Cash Equivalents                                   (2.8)                 2.5
Cash and Cash Equivalents, Beginning of Period                                        174.6                178.0
                                                                               ----------------     ----------------
Cash and Cash Equivalents, End of Period                                            $ 171.8              $ 180.5
                                                                               ================     ================

</TABLE>

           See Accompanying Notes to Consolidated Financial Statements


                                       13
<PAGE>


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

Note 1 -  SUBSEQUENT  EVENT.  On  December  1,  2000,  Agribrands  and  Cargill,
          Incorporated  ("Cargill") entered into an Agreement and Plan of Merger
          (the "Merger Agreement"), under which Cargill would acquire Agribrands
          in a cash merger at a price of $54.50 per share. Agribrands elected to
          terminate  its prior  merger  agreement  with Ralcorp  Holdings,  Inc.
          ("Ralcorp")  and as a result,  paid a $5  million  termination  fee to
          Ralcorp.

          The  Merger  Agreement  has  been  approved  by  Agribrands'  Board of
          Directors  upon the  unanimous  recommendation  of a committee  of its
          independent  directors.  The transaction is expected to close in April
          2001 and is subject to various  conditions,  including the approval by
          two-thirds of Agribrands'  shareholders,  receipt of a ruling from the
          Internal  Revenue Service that the merger will not impact the tax-free
          treatment of Agribrands' 1998 spin-off from Ralston Purina, regulatory
          approvals  and  other  customary  conditions.  Cargill  may  waive the
          requirement for the tax ruling.  Agribrands filed a preliminary  proxy
          statement  with the SEC on January  9, 2001  relating  to the  Cargill
          merger.

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, 2000.

          Certain  previously  reported  amounts have been  reclassified to make
          them  consistent  with the current year  presentation.  In particular,
          certain  costs for  fiscal  2000 have been  reclassified  from cost of
          products  sold to selling,  general and  administrative  expenses.  In
          fiscal 2001,  the Company  changed its method of  allocating  costs to
          inventories  and cost of goods sold to exclude  certain items that are
          more appropriately  classified as selling,  general and administrative
          expenses.  The effect of this change on inventory valuations at August
          31, 2000 was immaterial.

Note 3 -  COMPREHENSIVE (LOSS)/INCOME:

                                                       Quarter Ended
                                                        November 30,

                                               ---------------------------------
                                                   2000              1999
                                               ---------------  ----------------
  Net earnings                                   $   4.9             $ 13.9
  Foreign currency translation adjustment           (8.6)              (0.2)
                                               ---------------  ----------------
  Comprehensive (loss)/income                    $  (3.7)            $ 13.7
                                               ===============  ================


                                       14
<PAGE>



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

                                                         Quarter Ended
                                                          November 30,
                                                 -------------------------------
                                                       2000            1999
                                                 ---------------  --------------
      Net Sales - External:
           Americas                                  $ 141.3          $ 134.5
           Europe                                       63.4             76.9
           Asia                                         97.3             89.4
           Corporate and Tradico (U.S.)                  -                0.1
                                                 ---------------  --------------
                Total                                $ 302.0          $ 300.9
                                                 ===============  ==============

      Net Sales - Intersegment:
           Americas                                  $   -            $   -
           Europe                                        -                -
           Asia                                          -                -
           Corporate and Tradico (U.S.)                 28.4             22.8
                                                 ---------------  --------------
                Total                                $  28.4          $  22.8
                                                 ===============  ==============

      Segment Profitability:
            Americas                                 $   7.0          $   7.8
             Europe                                      3.6              4.5
             Asia                                        8.4             10.7
             Corporate and Tradico (U.S.)               (4.5)            (3.3)
                                                 ---------------  --------------
                                                        14.5             19.7
           Merger expenses                              (6.2)             -
           Provisions for restructuring                 (0.6)             -
           Interest expense                             (0.8)            (0.9)
           Other income/(expense), net                   0.8              2.2
                                                 ---------------  --------------
                Earnings before Income Taxes         $   7.7          $  21.0
                                                 ===============  ==============

      Depreciation and Amortization:
           Americas                                  $   1.8          $   1.8
           Europe                                        1.7              1.9
           Asia                                          2.3              2.4
           Corporate and Tradico (U.S.)                  0.2              0.2
                                                 ---------------  --------------
                Total                                $   6.0          $   6.3
                                                 ===============  ==============


                                                  November 30,      August 31,
                                                      2000             2000
                                                 ---------------  --------------
      Total Assets:
           Americas                                  $ 169.7          $ 175.5
           Europe                                       92.6             93.5
           Asia                                        148.3            162.2
           Corporate and Tradico (U.S.)                159.7            150.4
                                                 ---------------  --------------
                Total                                $ 570.3          $ 581.6
                                                 ===============  ==============


                                       15
<PAGE>


Note 5 -  SUPPLEMENTAL BALANCE SHEET INFORMATION:
                                                         November 30, August 31,
                                                             2000        2000
                                                         ------------ ----------
  Receivables:
       Gross receivables                                   $   88.7    $  87.5
       Allowance for doubtful accounts                        (12.0)     (12.1)
                                                         ------------ ----------
                                                           $   76.7    $  75.4
                                                         ============ ==========

  Inventories:
       Raw materials and supplies                          $   70.6    $  77.0
       Finished products                                       19.7       19.6
                                                         ------------ ----------
                                                           $   90.3    $  96.6
                                                         ============ ==========

  Investments and Other Assets:
       Goodwill, net of accumulated amortization of        $   26.5    $  27.1
         $9.1 at November 30 and $8.6 at August 31
       Investments in affiliated companies                      7.3        7.0
       Cash surrender value of key man life insurance          12.5       10.0
       Deferred charges and other assets                       15.7       15.4
                                                         ------------ ----------
                                                           $   62.0    $  59.5
                                                         ============ ==========

  Accounts payable and accrued liabilities:
       Trade accounts payable                              $   77.2    $  72.2
       Incentive compensation, salaries and vacations          11.4       14.2
       Restructuring reserves                                   0.8        0.5
       Other items                                             27.0       29.1
                                                         ------------ ----------
                                                           $  116.4    $ 116.0
                                                         ============ ==========

Note 6 -  RESTRUCTURING.  In the current quarter, Agribrands recorded provisions
          for  restructuring  which reduced earnings before income taxes by $0.6
          million and net earnings by $0.4 million.  These  charges  represented
          primarily   severance  costs   associated  with  the  streamlining  of
          Agribrands'  operations in Spain. The  restructuring  provided for the
          termination of 14 production employees, all of whom have been released
          as of November 30, 2000. Beginning in fiscal 2002, these restructuring
          actions  are  expected  to result in annual  pre-tax  cost  savings of
          approximately  $0.2  million.   The  following  table  summarizes  the
          activity  within the  restructuring  reserves during the quarter ended
          November  30,  2000.  Substantially  all actions  associated  with the
          remaining  reserves  are  expected to be  completed  by the end of the
          second quarter.

                   Reserves at August 31, 2000                   $  0.5
                   Provision                                        0.6
                   Spending                                        (0.3)
                                                               ------------
                   Reserves at November 30, 2000                 $  0.8
                                                               ============


                                       16
<PAGE>

Note 7 -  OTHER (INCOME)/EXPENSE, NET:

                                                      Quarter Ended
                                                       November 30,
                                                   ----------------------
                                                      2000        1999
                                                   ----------  ----------
          Foreign exchange loss                      $  1.5      $  0.3
          Investment income                            (2.3)       (2.5)
                                                   ----------  ----------
                                                     $ (0.8)     $ (2.2)
                                                   ==========  ==========


Note 8 -  COMMON STOCK.  There were 9,813,851 shares of common stock outstanding
          at November 30, 2000 and August 31, 2000.


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:

                                                         Quarter Ended
                                                         November 30,
                                                   -----------------------
                                                     2000           1999
                                                   ----------   ----------
 Numerator:
    Net earnings                                   $      4.9      $  13.9
                                                   ==========   ==========

 Denominator:
    Weighted average shares outstanding             9,813,851   10,368,308
    Assumed conversion of stock options (1)           309,352      397,798
                                                   ----------   ----------
    Weighted average shares - assuming dilution    10,123,203   10,766,106
                                                   ==========   ==========

 Basic earnings per share (2)                      $      .50       $ 1.34
                                                   ==========   ==========
 Diluted earnings per share (2)                    $      .48       $ 1.29
                                                   ==========   ==========


Note 10 - NEW  ACCOUNTING  STANDARD.  Effective  September 1, 2000,  the Company
          adopted Statement of Financial Accounting Standards No. 133 (FAS 133),
          "Accounting for Derivative  Instruments and Hedging  Activities."  FAS
          133   establishes   standards  for   recognition  and  measurement  of
          derivatives  and  hedging  activities.   The  transition   adjustments
          resulting from the adoption of this  Statement were  immaterial to the
          Company's results of operations in the first quarter of fiscal 2001.

Note 11 - DERIVATIVE FINANCIAL INSTRUMENTS.  The Company currently uses forwards
          and options to manage foreign currency risk and futures and options to
          manage  commodity price risk.  Derivatives used by the Company have an
          initial term of less than one year.  Beginning  September 1, 2000, all
          derivative  instruments are carried on the balance sheet at fair value
          as required by FAS 133;  the effect of adoption was  insignificant  to
          the first quarter  financial  statements.  The Company  primarily uses

                                       17
<PAGE>

          foreign  exchange  forward and option  contracts  to hedge  recognized
          foreign  currency  denominated  assets and  liabilities.  From time to
          time, the Company may designate a foreign exchange forward contract as
          a  hedge  of  an  unrecognized   foreign  currency   denominated  firm
          commitment.  In  that  case,  the  changes  in the  fair  value of the
          foreign exchange forward contract are recognized currently in earnings
          along with the offsetting changes in the fair value of the hedged firm
          commitment.

          For internal control reasons,  Agribrands uses a centralized  approach
          to commodity price risk management.  The Company's  commodity  futures
          and options trades are conducted  almost  exclusively at the corporate
          level  and with the  Chicago  Board of  Trade.  While  Agribrands  has
          considerable  exposure to commodity  prices, it does relatively little
          hedging  due  to  complexities  presented  by  the  Company's  foreign
          operations.  Many of the  Company's  hedging  transactions  may not be
          eligible  for  hedge  accounting  on  the  basis  of  FAS  133's  high
          effectiveness  rule and the  requirement  that the  party at risk be a
          party to the hedge. For these reasons,  the Company has elected not to
          apply hedge accounting to any of its commodity hedges.  Changes in the
          fair value of commodity  futures and option  contracts are  recognized
          immediately in earnings on the cost of products sold line.

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:

                2.1     Agreement  and Plan of Merger,  dated as of  December 1,
                        2000, between Agribrands  International,  Inc., Cargill,
                        Incorporated  and  Abacus  Acquisition  Corp.  (Filed as
                        Exhibit 2.1 to Company's Form 8-K on December 4, 2000)

                10.1    Second Amended Rights Agreement

          (b)   Reports on Form 8-K:

                Current  Report on Form 8-K filed  October 26, 2000  relating to
                earnings press release






                                       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:  January 10, 2001

                                       19
<PAGE>


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


Exhibits
--------

         EX-10.1           Second Amended Rights Agreement.


(Documents prepared on Edgar and provided electronically)



                                       20