<PAGE> 1
                                                           Registration No. 333-
================================================================================

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549
                        -------------------------------
                                   FORM S-8
                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933
                        -------------------------------

                        AGRIBRANDS INTERNATIONAL, INC.
--------------------------------------------------------------------------------
            (Exact Name of Registrant as Specified in Its Charter)

            Missouri                                  43-1794250
-----------------------------------       --------------------------------------
   (State or Other Jurisdiction            (I.R.S. Employer Identification No.)
 of Incorporation or Organization)

 9811 South Forty Drive, St. Louis, Missouri             63124
--------------------------------------------------------------------------------
  (Address of Principal Executive Offices)             (Zip Code)

    Agribrands International, Inc. Non-Qualified Deferred Compensation Plan
--------------------------------------------------------------------------------
                           (Full Title of the Plan)

                                DAVID R. WENZEL
                            Chief Financial Officer
                        Agribrands International, Inc.
               9811 South Forty Drive, St. Louis, Missouri 63124
                                (314) 812-0500
--------------------------------------------------------------------------------
(Name, Address and Telephone Number, Including Area Code, of Agent for Service)

                                  Copies to:
                           MICHAEL J. COSTELLO, Esq.
                                General Counsel
                        Agribrands International, Inc.
              9811 South Forty Drive, St. Louis, Missouri  63124
                                (314) 812-0500

<TABLE>
                                                  CALCULATION OF REGISTRATION FEE
====================================================================================================================
<CAPTION>
                                                             Proposed Maximum    Proposed Maximum       Amount of
Title of Securities                       Amount to be      Offering Price Per  Aggregate Offering    Registration
to be Registered<F1>                     Registered<F2>         Share<F3>           Price<F3>           Fee<F3>
--------------------------------------------------------------------------------------------------------------------
<S>                                      <C>                <C>                 <C>                   <C>
Deferred Compensation Obligations          2,500,000              100%              $2,500,000           $737.50
====================================================================================================================

<FN>
     <F1>   The deferred compensation obligations being registered are
            general unfunded and unsecured obligations of Agribrands
            International, Inc. to pay deferred compensation in the future to
            participating members of the Agribrands International, Inc.
            Executive Savings Investment Plan (the "Plan").

     <F2>   The deferred compensation obligations being registered represent
            the maximum amount of compensation deferrals which, it is
            anticipated, may be made by participants in the Plan during the
            approximate twenty-four month period following the initial
            offering date under this Registration Statement.

     <F3>   The amount set forth herein is estimated solely for purposes of
            calculating the registration fee in accordance with Rule
            457(h)(1).
</TABLE>
================================================================================


<PAGE> 2

         PART II - INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

      Information contained in the following documents of Agribrands
International, Inc. (the "Corporation") filed with the Securities and
Exchange Commission (the "Commission") is incorporated herein by reference:

      (a)   The Corporation's General Form for Registration of Securities on
Form 10, as filed with the Commission pursuant to Section 12(b) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"),
Registration No. 1-13479.

      All reports and other documents subsequently filed by the Corporation
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference herein and to be a
part hereof from the date of the filing of such reports and documents.

Item 4.  Description of Securities.

      The deferred compensation obligations (the "Deferred Compensation
Obligations") of the Corporation being registered herein are issuable under
the terms of the Agribrands International, Inc. Non-Qualified Deferred
Compensation Plan (the "Plan").  The Deferred Compensation Obligations
represent obligations of the Corporation to pay to Plan participants certain
compensation amounts that the participants have elected to defer and may also
represent amounts that have been credited to a participant's account under
the Plan.

      Under the Plan, the Corporation will provide non-employee directors and
a select group of management or other highly compensated employees of the
Corporation or its participating subsidiaries (each, an "Eligible Employee"
and, with the non-employee directors, a "Participant") the opportunity to
defer a portion of their annual salary and bonus, or director's retainer and
fees, paid by the Corporation or its participating subsidiaries (the
"Compensation").  Each Eligible Employee must have elected to defer
Compensation as permitted under the terms of the Agribrands International,
Inc. Savings Investment Plan (the "SIP").  The Plan provides that an Eligible
Employee whose annual deferrals into the SIP are limited by the deferral
limits imposed by the Employee Retirement Income Security Act of 1974, as
amended ("ERISA"), and the Internal Revenue Code of 1986, as amended, may
defer a portion of his or her Compensation, in excess of that permitted to be
deferred pursuant to the SIP, on a before-tax basis into the Plan.  The Plan
does not permit any after-tax deferrals.

      For each applicable payroll period, the Corporation will contribute (a
"Corporation Basic Matching Contribution") on behalf of each Eligible
Employee an amount equal to 50% of such Participant's Basic Matched
Contributions (as defined in the Plan) and may contribute, in its discretion,
such additional matching contributions as it deems appropriate (a
"Corporation Supplemental Matching Contribution").  All amounts attributable
to a Participant will be credited to an account maintained on behalf of such
Participant (a "Deferral Account") and will be indexed to one or more
investment options chosen by such Participant from a list of such options.
Each Deferral Account will be adjusted to reflect the investment experience
of the selected investment option or options, including any appreciation or
depreciation.

                                    II-1
<PAGE> 3


      Each Participant is fully vested at all times in any and all amounts
attributable to his or her Basic Matched Contributions, Basic Unmatched
Contributions and Supplemental Contributions (each as defined in the Plan)
and any earnings thereon.  Each Participant who was employed by the
Corporation or its subsidiaries on or before April 15, 1998 will be fully
vested in Corporation Basic Matching Contributions and Corporation
Supplemental Matching Contributions; other Participants will be vested in
Corporation Basic Matching Contributions and Corporation Supplemental
Matching Contributions at the rate of 20% for each whole year of employment
with the Corporation and will be fully vested in Corporation Basic Matching
Contributions and Corporation Supplemental Matching Contributions upon the
attainment of age sixty five, retirement, disability, death, termination of
the Plan or a "change in control" of the Corporation (as defined in the
Plan).  A Participant's Basic Matched Contributions, Basic Unmatched
Contributions and Supplemental Contributions which are attributable to salary
will become payable upon the Participant's termination of employment or
death.  An Eligible Employee's Basic Matched Contributions, Basic Unmatched
Contributions and Supplemental Contributions which are attributable to a
Participant's bonus will become payable on January 31 of the year following
the year in which such bonus was earned or upon the Participant's termination
of employment.

      The Plan provides that no distribution from the Plan will be made to
any Participant until such Participant's retirement, termination of
employment, disability or death.  The Plan provides that all distributions
under the Plan will be made in a lump sum cash payment.  Loans are not
permitted under the Plan, and no withdrawals from the Plan are permitted
unless the Plan Administrator (as defined in the Plan) determines that a
Participant needs funds because of a financial hardship arising out of an
unforeseeable emergency.  All benefits due to a Participant or beneficiary
under the Plan are unfunded and unsecured and are payable out of the general
funds of the Corporation.  The Corporation may, in its discretion, establish
a grantor trust for the payment of benefits and obligations under the Plan,
the assets of which will be subject to the claims of the Corporation's
creditors at all times, provided that the trust does not alter the
characterization of the Plan as an unfunded plan for purposes of ERISA.

      The power to amend, modify or terminate the Plan is reserved to the
Nominating and Compensation Committee of the Corporation's Board of
Directors; however, no amendment, modification or termination may affect any
Deferral Account prior to the effective date of such amendment, modification
or termination without the consent of each Participant or beneficiary
affected thereby.  The right to receive payment of benefits under the Plan
may not be transferred, assigned or pledged except by beneficiary
designation, will or pursuant to the laws of descent and distribution.  In
the event that a Participant's employment is terminated prior to his or her
attaining age 55, the unvested portion of the Corporation Basic Matching
Contributions and Corporation Supplemental Matching Contributions, if any,
allocated to such Participant's Deferral Account, and any earnings thereon,
will be forfeited as of the date of termination of employment.  Corporation
Basic Matching Contributions and Corporation Supplemental Matching
Contributions will be forfeited in the event that a Participant is terminated
for "cause" (as defined in the Plan).

      The forgoing discussion is qualified in its entirety by reference to
the Plan.

Item 5.  Interests of Counsel and Named Experts.

      Certain legal matters in connection with the deferred compensation
obligations to be registered hereby have been passed upon for the Corporation
by Lewis, Rice & Fingersh, L.C., St. Louis, Missouri. Members of, and
attorneys employed by, that firm owned directly or indirectly as of April 1,
1998 3,218 shares of the Corporation's common stock.


                                    II-2
<PAGE> 4

Item 6.  Indemnification Of Directors And Officers.

      Under Section 351.355 of the Missouri General Business Corporation Law
(the "GBCL") and the Corporation's Articles of Incorporation, the Corporation
must indemnify any person (other than a party plaintiff suing on his or her
behalf or in the right of the Corporation) who is or was a director, officer
or employee of  the Corporation, or is or was serving at the request of the
Corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust, trade or industry association  or other
enterprise, to the maximum extent permitted by law, against any and all
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement, actually and reasonably incurred by such person in connection
with any civil, criminal, administrative or investigative action, proceeding
or claim (including an action by or in the right of the Corporation), by
reason of the fact that such person is or was serving in such capacity,
provided that such person's conduct is not finally adjudged to have been
knowingly fraudulent, deliberately dishonest or to constitute willful
misconduct.

      The Corporation's directors and executive officers also have
indemnification contracts with the Corporation.  Pursuant to those
agreements, the Corporation has agreed to indemnify the directors and
executive officers to the full extent authorized or permitted by the GBCL.
The agreements also provide for indemnification to the extent not covered by
the GBCL or insurance policies purchased and maintained by the Corporation
(e.g. if the GBCL is amended to change the scope of indemnification).  Such
indemnification would be coextensive with the indemnification currently
permitted by the GBCL, as described above, but no indemnity would be paid (i)
in respect to remuneration paid to the director, or executive officer or
employee if it shall be finally judicially adjudged that such remuneration is
in violation of law; (ii) on account of any suit for an accounting of profits
made from the purchase or sale by the director, executive officer or employee
of securities of the Corporation pursuant to the provisions of Section 16(b)
of the Exchange Act or similar provisions of any state or local statutory
law; (iii) on account of the directors, executive officer's or employee's
conduct which is finally judicially adjudged to have been knowingly
fraudulent, deliberately dishonest or to constitute willful misconduct; or
(iv) if a final decision by a Court having jurisdiction in the matter (all
appeals having been denied or none having been taken) shall determine that
such indemnification is not lawful.  The agreements also provide for the
advancement of expenses of defending any civil or criminal action, claim,
suit or proceeding against the director, executive officer or employee and
for repayment of such expenses by the director, executive officer or employee
to the Corporation if it is ultimately judicially determined that the
director, executive officer or employee is not entitled to such
indemnification.

      The Corporation has directors' and officers' insurance which protects
each director and officer from liability for actions taken in their capacity
as directors or officers.  This insurance may provide broader coverage for
such individuals than may be required by the provisions of the Corporation's
Articles of Incorporation.

      The foregoing represents a summary of the general effect of the
indemnification provisions of GBCL and the Corporation's Articles of
Incorporation and such agreements and insurance.  Additional information
regarding indemnification of directors and officers can be found in Section
351.355 of the GBCL, the Corporation's Articles of Incorporation and its
pertinent agreements, copies of which were filed as exhibits to the
Corporation's Registration Statement on Form 10, which is incorporated herein
by reference.

Item 7.  Exemption from Registration Claimed.

      This item is inapplicable.


                                    II-3
<PAGE> 5

Item 8.  Exhibits.

      The following exhibits are submitted herewith or incorporated by
reference herein:

<TABLE>
<CAPTION>
   Exhibit
   Number         Exhibit
   ------         -------
<C>               <S>
    4(a)          Agribrands International, Inc. Non-Qualified Deferred Compensation Plan

    5(a)          Opinion of Lewis, Rice & Fingersh, L.C.

   23(a)          Consent of Lewis, Rice & Fingersh, L.C. (included as part of Exhibit 5(a))

   23(b)          Consent of Price Waterhouse LLP

   24             Powers of Attorney (included in signature page of this Registration Statement)
</TABLE>

Item 9.  Undertakings.

      (a)   The undersigned registrant hereby undertakes:

            (1)   To file, during any period in which offers or sales are
      being made, a post-effective amendment to this registration statement;

                  (i)   to include any prospectus required by section
            10(a)(3) of the Securities Act of 1933;

                  (ii)  to reflect in the prospectus any facts or events
            arising after the effective date of the registration statement
            (or the most recent post-effective amendment thereof) which,
            individually or in the aggregate, represent a fundamental change
            in the information set forth in the registration statement;

                  (iii) to include any material information with respect to
            the plan of distribution not previously disclosed in the
            registration statement or any material change to such information
            in the registration statement;

      provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
      apply if the registration statement is on Form S-3, Form S-8 or Form
      F-3, and the information required to be included in a post-effective
      amendment by those paragraphs is contained in periodic reports filed
      with or furnished to the Commission by the registrant pursuant to
      Section 13 or Section 15(d) of the Securities Exchange Act of 1934
      that are incorporated by reference in the registration statement.

            (2)   That, for the purpose of determining any liability under
      the Securities Act of 1933, each such post-effective amendment shall
      be deemed to be a new registration statement relating to the
      securities offered therein, and the offering of such securities at
      that time shall be deemed to be the initial bona fide offering
      thereof.

            (3)   To remove from registration by means of a post-effective
      amendment any of the securities being registered which remain unsold
      at the termination of the offering.

                                    II-4
<PAGE> 6

      (b)   The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each filing of
the registrant's annual report pursuant to section 13(a) or section 15(d) of
the Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

      (c)   Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing provisions,
or otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act of 1933 and is, therefore,
unenforceable.  In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities
being registered, the registrant will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act of 1933 and will be
governed by the final adjudication of such issue.


                                    II-5
<PAGE> 7

                                  SIGNATURES

      The Registrant.  Pursuant to the requirements of the Securities Act of
1933, as amended, the Registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form S-8 and has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the County of St. Louis, State of
Missouri, as of April 1, 1998.

                              AGRIBRANDS INTERNATIONAL, INC.


                              By  /s/ David R. Wenzel
                                  ----------------------------------------
                                  David R. Wenzel
                                  Chief Financial Officer







                      [Signatures continued on next page]



                                    II-6
<PAGE> 8


                             [Signatures (cont.)]


                               POWER OF ATTORNEY

      Each person whose signature appears below hereby appoints David R.
Wenzel and Michael J. Costello, and each of them, severally, his true and
lawful attorneys and agents to execute in his name, place and stead
(individually and in any capacity stated below) any and all amendments to
this Registration Statement and all instruments necessary or advisable in
connection therewith and to file the same with the Securities and Exchange
Commission, each of said attorneys and agents to have power to act with or
without the others and to have full power and authority to do and to perform
in the name and on behalf of each of the undersigned every act whatsoever
necessary or advisable to be done in the premises as fully and to all intents
and purposes as any of he undersigned might or could do in person.

      Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in their
respective capacities as of April 1, 1998.

<TABLE>
<CAPTION>
Name                          Title
----                          -----
<S>                           <C>
/s/ William P. Stiritz        Chairman, Chief Executive Officer and President
-------------------------     (principal executive officer)
William P. Stiritz

/s/ David R. Wenzel           Chief Financial Officer
-------------------------     (principal financial and accounting officer)
David R. Wenzel

/s/ David R. Banks            Director
-------------------------
David R. Banks

/s/ Jay W. Brown              Director
-------------------------
Jay W. Brown

/s/ M. Darrel Ingram          Director
-------------------------
M. Darrell  Ingram

/s/ H. Davis McCarty          Director
-------------------------
H. Davis McCarty

/s/ Joe R. Micheletto         Director
-------------------------
Joe R. Micheletto

/s/ Martin K. Sneider         Director
-------------------------
Martin K. Sneider

</TABLE>

                                    II-7
<PAGE> 9



                        AGRIBRANDS INTERNATIONAL, INC.
                        FORM S-8 REGISTRATION STATEMENT
<TABLE>
                                 Exhibit Index

<CAPTION>
Reg. S-K
Item 601
Exhibit No.                                  Exhibit
-----------                                  -------
<C>              <S>
   4(a)          Agribrands International, Inc. Non-Qualified Deferred Compensation Plan

   5(a)          Opinion of Lewis, Rice & Fingersh, L.C.

  23(a)          Consent of Lewis, Rice & Fingersh, L.C. (included as part of Exhibit 5(a))

  23(b)          Consent of Price Waterhouse LLP

  24             Powers of Attorney (included in signature page of this Registration Statement)

</TABLE>
[{"type": "S-8", "sequence": "1", "description": "AGRIBRANDS INTERNATIONAL, INC. FORM S-8", "secsgml_size_bytes": 24419}]
{"company-data": {"conformed-name": "AGRIBRANDS INTERNATIONAL INC", "cik": "0001047598", "assigned-sic": "2040", "irs-number": "431794250", "state-of-incorporation": "MO"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-49737", "film-number": "98590486"}, "business-address": {"street1": "9811 SOUTH OUTER FORTY DRIVE", "city": "ST LOUIS", "state": "MO", "zip": "63124", "phone": "3149822413"}, "mail-address": {"street1": "9811 SOUTH OUTER FORTY DRIVE", "city": "ST LOUIS", "state": "MO", "zip": "63124"}, "former-company": {"former-conformed-name": "TRADICO MISSOURI INC", "date-changed": "19971008"}}
1
                                                           Registration No. 333-
================================================================================

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549
                        -------------------------------
                                   FORM S-8
                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933
                        -------------------------------

                        AGRIBRANDS INTERNATIONAL, INC.
--------------------------------------------------------------------------------
            (Exact Name of Registrant as Specified in Its Charter)

            Missouri                                  43-1794250
-----------------------------------       --------------------------------------
   (State or Other Jurisdiction            (I.R.S. Employer Identification No.)
 of Incorporation or Organization)

 9811 South Forty Drive, St. Louis, Missouri             63124
--------------------------------------------------------------------------------
  (Address of Principal Executive Offices)             (Zip Code)

    Agribrands International, Inc. Non-Qualified Deferred Compensation Plan
--------------------------------------------------------------------------------
                           (Full Title of the Plan)

                                DAVID R. WENZEL
                            Chief Financial Officer
                        Agribrands International, Inc.
               9811 South Forty Drive, St. Louis, Missouri 63124
                                (314) 812-0500
--------------------------------------------------------------------------------
(Name, Address and Telephone Number, Including Area Code, of Agent for Service)

                                  Copies to:
                           MICHAEL J. COSTELLO, Esq.
                                General Counsel
                        Agribrands International, Inc.
              9811 South Forty Drive, St. Louis, Missouri  63124
                                (314) 812-0500

                                                  CALCULATION OF REGISTRATION FEE
====================================================================================================================
Proposed Maximum    Proposed Maximum       Amount of
Title of Securities                       Amount to be      Offering Price Per  Aggregate Offering    Registration
to be Registered
Registered
Share
Price
Fee
--------------------------------------------------------------------------------------------------------------------
Deferred Compensation Obligations          2,500,000              100%              $2,500,000           $737.50
====================================================================================================================
The deferred compensation obligations being registered are
            general unfunded and unsecured obligations of Agribrands
            International, Inc. to pay deferred compensation in the future to
            participating members of the Agribrands International, Inc.
            Executive Savings Investment Plan (the "Plan").
The deferred compensation obligations being registered represent
            the maximum amount of compensation deferrals which, it is
            anticipated, may be made by participants in the Plan during the
            approximate twenty-four month period following the initial
            offering date under this Registration Statement.
The amount set forth herein is estimated solely for purposes of
            calculating the registration fee in accordance with Rule
            457(h)(1).
================================================================================
2

         PART II - INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

      Information contained in the following documents of Agribrands
International, Inc. (the "Corporation") filed with the Securities and
Exchange Commission (the "Commission") is incorporated herein by reference:

      (a)   The Corporation's General Form for Registration of Securities on
Form 10, as filed with the Commission pursuant to Section 12(b) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"),
Registration No. 1-13479.

      All reports and other documents subsequently filed by the Corporation
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference herein and to be a
part hereof from the date of the filing of such reports and documents.

Item 4.  Description of Securities.

      The deferred compensation obligations (the "Deferred Compensation
Obligations") of the Corporation being registered herein are issuable under
the terms of the Agribrands International, Inc. Non-Qualified Deferred
Compensation Plan (the "Plan").  The Deferred Compensation Obligations
represent obligations of the Corporation to pay to Plan participants certain
compensation amounts that the participants have elected to defer and may also
represent amounts that have been credited to a participant's account under
the Plan.

      Under the Plan, the Corporation will provide non-employee directors and
a select group of management or other highly compensated employees of the
Corporation or its participating subsidiaries (each, an "Eligible Employee"
and, with the non-employee directors, a "Participant") the opportunity to
defer a portion of their annual salary and bonus, or director's retainer and
fees, paid by the Corporation or its participating subsidiaries (the
"Compensation").  Each Eligible Employee must have elected to defer
Compensation as permitted under the terms of the Agribrands International,
Inc. Savings Investment Plan (the "SIP").  The Plan provides that an Eligible
Employee whose annual deferrals into the SIP are limited by the deferral
limits imposed by the Employee Retirement Income Security Act of 1974, as
amended ("ERISA"), and the Internal Revenue Code of 1986, as amended, may
defer a portion of his or her Compensation, in excess of that permitted to be
deferred pursuant to the SIP, on a before-tax basis into the Plan.  The Plan
does not permit any after-tax deferrals.

      For each applicable payroll period, the Corporation will contribute (a
"Corporation Basic Matching Contribution") on behalf of each Eligible
Employee an amount equal to 50% of such Participant's Basic Matched
Contributions (as defined in the Plan) and may contribute, in its discretion,
such additional matching contributions as it deems appropriate (a
"Corporation Supplemental Matching Contribution").  All amounts attributable
to a Participant will be credited to an account maintained on behalf of such
Participant (a "Deferral Account") and will be indexed to one or more
investment options chosen by such Participant from a list of such options.
Each Deferral Account will be adjusted to reflect the investment experience
of the selected investment option or options, including any appreciation or
depreciation.

                                    II-1
3

      Each Participant is fully vested at all times in any and all amounts
attributable to his or her Basic Matched Contributions, Basic Unmatched
Contributions and Supplemental Contributions (each as defined in the Plan)
and any earnings thereon.  Each Participant who was employed by the
Corporation or its subsidiaries on or before April 15, 1998 will be fully
vested in Corporation Basic Matching Contributions and Corporation
Supplemental Matching Contributions; other Participants will be vested in
Corporation Basic Matching Contributions and Corporation Supplemental
Matching Contributions at the rate of 20% for each whole year of employment
with the Corporation and will be fully vested in Corporation Basic Matching
Contributions and Corporation Supplemental Matching Contributions upon the
attainment of age sixty five, retirement, disability, death, termination of
the Plan or a "change in control" of the Corporation (as defined in the
Plan).  A Participant's Basic Matched Contributions, Basic Unmatched
Contributions and Supplemental Contributions which are attributable to salary
will become payable upon the Participant's termination of employment or
death.  An Eligible Employee's Basic Matched Contributions, Basic Unmatched
Contributions and Supplemental Contributions which are attributable to a
Participant's bonus will become payable on January 31 of the year following
the year in which such bonus was earned or upon the Participant's termination
of employment.

      The Plan provides that no distribution from the Plan will be made to
any Participant until such Participant's retirement, termination of
employment, disability or death.  The Plan provides that all distributions
under the Plan will be made in a lump sum cash payment.  Loans are not
permitted under the Plan, and no withdrawals from the Plan are permitted
unless the Plan Administrator (as defined in the Plan) determines that a
Participant needs funds because of a financial hardship arising out of an
unforeseeable emergency.  All benefits due to a Participant or beneficiary
under the Plan are unfunded and unsecured and are payable out of the general
funds of the Corporation.  The Corporation may, in its discretion, establish
a grantor trust for the payment of benefits and obligations under the Plan,
the assets of which will be subject to the claims of the Corporation's
creditors at all times, provided that the trust does not alter the
characterization of the Plan as an unfunded plan for purposes of ERISA.

      The power to amend, modify or terminate the Plan is reserved to the
Nominating and Compensation Committee of the Corporation's Board of
Directors; however, no amendment, modification or termination may affect any
Deferral Account prior to the effective date of such amendment, modification
or termination without the consent of each Participant or beneficiary
affected thereby.  The right to receive payment of benefits under the Plan
may not be transferred, assigned or pledged except by beneficiary
designation, will or pursuant to the laws of descent and distribution.  In
the event that a Participant's employment is terminated prior to his or her
attaining age 55, the unvested portion of the Corporation Basic Matching
Contributions and Corporation Supplemental Matching Contributions, if any,
allocated to such Participant's Deferral Account, and any earnings thereon,
will be forfeited as of the date of termination of employment.  Corporation
Basic Matching Contributions and Corporation Supplemental Matching
Contributions will be forfeited in the event that a Participant is terminated
for "cause" (as defined in the Plan).

      The forgoing discussion is qualified in its entirety by reference to
the Plan.

Item 5.  Interests of Counsel and Named Experts.

      Certain legal matters in connection with the deferred compensation
obligations to be registered hereby have been passed upon for the Corporation
by Lewis, Rice & Fingersh, L.C., St. Louis, Missouri. Members of, and
attorneys employed by, that firm owned directly or indirectly as of April 1,
1998 3,218 shares of the Corporation's common stock.

                                    II-2
4

Item 6.  Indemnification Of Directors And Officers.

      Under Section 351.355 of the Missouri General Business Corporation Law
(the "GBCL") and the Corporation's Articles of Incorporation, the Corporation
must indemnify any person (other than a party plaintiff suing on his or her
behalf or in the right of the Corporation) who is or was a director, officer
or employee of  the Corporation, or is or was serving at the request of the
Corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust, trade or industry association  or other
enterprise, to the maximum extent permitted by law, against any and all
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement, actually and reasonably incurred by such person in connection
with any civil, criminal, administrative or investigative action, proceeding
or claim (including an action by or in the right of the Corporation), by
reason of the fact that such person is or was serving in such capacity,
provided that such person's conduct is not finally adjudged to have been
knowingly fraudulent, deliberately dishonest or to constitute willful
misconduct.

      The Corporation's directors and executive officers also have
indemnification contracts with the Corporation.  Pursuant to those
agreements, the Corporation has agreed to indemnify the directors and
executive officers to the full extent authorized or permitted by the GBCL.
The agreements also provide for indemnification to the extent not covered by
the GBCL or insurance policies purchased and maintained by the Corporation
(e.g. if the GBCL is amended to change the scope of indemnification).  Such
indemnification would be coextensive with the indemnification currently
permitted by the GBCL, as described above, but no indemnity would be paid (i)
in respect to remuneration paid to the director, or executive officer or
employee if it shall be finally judicially adjudged that such remuneration is
in violation of law; (ii) on account of any suit for an accounting of profits
made from the purchase or sale by the director, executive officer or employee
of securities of the Corporation pursuant to the provisions of Section 16(b)
of the Exchange Act or similar provisions of any state or local statutory
law; (iii) on account of the directors, executive officer's or employee's
conduct which is finally judicially adjudged to have been knowingly
fraudulent, deliberately dishonest or to constitute willful misconduct; or
(iv) if a final decision by a Court having jurisdiction in the matter (all
appeals having been denied or none having been taken) shall determine that
such indemnification is not lawful.  The agreements also provide for the
advancement of expenses of defending any civil or criminal action, claim,
suit or proceeding against the director, executive officer or employee and
for repayment of such expenses by the director, executive officer or employee
to the Corporation if it is ultimately judicially determined that the
director, executive officer or employee is not entitled to such
indemnification.

      The Corporation has directors' and officers' insurance which protects
each director and officer from liability for actions taken in their capacity
as directors or officers.  This insurance may provide broader coverage for
such individuals than may be required by the provisions of the Corporation's
Articles of Incorporation.

      The foregoing represents a summary of the general effect of the
indemnification provisions of GBCL and the Corporation's Articles of
Incorporation and such agreements and insurance.  Additional information
regarding indemnification of directors and officers can be found in Section
351.355 of the GBCL, the Corporation's Articles of Incorporation and its
pertinent agreements, copies of which were filed as exhibits to the
Corporation's Registration Statement on Form 10, which is incorporated herein
by reference.

Item 7.  Exemption from Registration Claimed.

      This item is inapplicable.

                                    II-3
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Item 8.  Exhibits.

      The following exhibits are submitted herewith or incorporated by
reference herein:
Exhibit
   Number         Exhibit
   ------         -------
4(a)          Agribrands International, Inc. Non-Qualified Deferred Compensation Plan

    5(a)          Opinion of Lewis, Rice & Fingersh, L.C.

   23(a)          Consent of Lewis, Rice & Fingersh, L.C. (included as part of Exhibit 5(a))

   23(b)          Consent of Price Waterhouse LLP

   24             Powers of Attorney (included in signature page of this Registration Statement)
Item 9.  Undertakings.

      (a)   The undersigned registrant hereby undertakes:

            (1)   To file, during any period in which offers or sales are
      being made, a post-effective amendment to this registration statement;

                  (i)   to include any prospectus required by section
            10(a)(3) of the Securities Act of 1933;

                  (ii)  to reflect in the prospectus any facts or events
            arising after the effective date of the registration statement
            (or the most recent post-effective amendment thereof) which,
            individually or in the aggregate, represent a fundamental change
            in the information set forth in the registration statement;

                  (iii) to include any material information with respect to
            the plan of distribution not previously disclosed in the
            registration statement or any material change to such information
            in the registration statement;

      provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
      apply if the registration statement is on Form S-3, Form S-8 or Form
      F-3, and the information required to be included in a post-effective
      amendment by those paragraphs is contained in periodic reports filed
      with or furnished to the Commission by the registrant pursuant to
      Section 13 or Section 15(d) of the Securities Exchange Act of 1934
      that are incorporated by reference in the registration statement.

            (2)   That, for the purpose of determining any liability under
      the Securities Act of 1933, each such post-effective amendment shall
      be deemed to be a new registration statement relating to the
      securities offered therein, and the offering of such securities at
      that time shall be deemed to be the initial bona fide offering
      thereof.

            (3)   To remove from registration by means of a post-effective
      amendment any of the securities being registered which remain unsold
      at the termination of the offering.

                                    II-4
6

      (b)   The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each filing of
the registrant's annual report pursuant to section 13(a) or section 15(d) of
the Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

      (c)   Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing provisions,
or otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act of 1933 and is, therefore,
unenforceable.  In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities
being registered, the registrant will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act of 1933 and will be
governed by the final adjudication of such issue.

                                    II-5
7

                                  SIGNATURES

      The Registrant.  Pursuant to the requirements of the Securities Act of
1933, as amended, the Registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form S-8 and has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the County of St. Louis, State of
Missouri, as of April 1, 1998.

                              AGRIBRANDS INTERNATIONAL, INC.

                              By  /s/ David R. Wenzel
                                  ----------------------------------------
                                  David R. Wenzel
                                  Chief Financial Officer

                      [Signatures continued on next page]

                                    II-6
8

                             [Signatures (cont.)]

                               POWER OF ATTORNEY

      Each person whose signature appears below hereby appoints David R.
Wenzel and Michael J. Costello, and each of them, severally, his true and
lawful attorneys and agents to execute in his name, place and stead
(individually and in any capacity stated below) any and all amendments to
this Registration Statement and all instruments necessary or advisable in
connection therewith and to file the same with the Securities and Exchange
Commission, each of said attorneys and agents to have power to act with or
without the others and to have full power and authority to do and to perform
in the name and on behalf of each of the undersigned every act whatsoever
necessary or advisable to be done in the premises as fully and to all intents
and purposes as any of he undersigned might or could do in person.

      Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in their
respective capacities as of April 1, 1998.
Name                          Title
----                          -----
/s/ William P. Stiritz        Chairman, Chief Executive Officer and President
-------------------------     (principal executive officer)
William P. Stiritz

/s/ David R. Wenzel           Chief Financial Officer
-------------------------     (principal financial and accounting officer)
David R. Wenzel

/s/ David R. Banks            Director
-------------------------
David R. Banks

/s/ Jay W. Brown              Director
-------------------------
Jay W. Brown

/s/ M. Darrel Ingram          Director
-------------------------
M. Darrell  Ingram

/s/ H. Davis McCarty          Director
-------------------------
H. Davis McCarty

/s/ Joe R. Micheletto         Director
-------------------------
Joe R. Micheletto

/s/ Martin K. Sneider         Director
-------------------------
Martin K. Sneider
II-7
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                        AGRIBRANDS INTERNATIONAL, INC.
                        FORM S-8 REGISTRATION STATEMENT

                                 Exhibit Index
Reg. S-K
Item 601
Exhibit No.                                  Exhibit
-----------                                  -------
4(a)          Agribrands International, Inc. Non-Qualified Deferred Compensation Plan

   5(a)          Opinion of Lewis, Rice & Fingersh, L.C.

  23(a)          Consent of Lewis, Rice & Fingersh, L.C. (included as part of Exhibit 5(a))

  23(b)          Consent of Price Waterhouse LLP

  24             Powers of Attorney (included in signature page of this Registration Statement)