As filed with the Securities and Exchange Commission on March 17, 1998
                                                    Registration No. 333-


                               SECURITIES AND EXCHANGE COMMISSION
                                     Washington, D.C. 20549

                                            FORM S-8
                                     REGISTRATION STATEMENT
                                              UNDER
                                   THE SECURITIES ACT OF 1933

                                  AGRI-NUTRITION GROUP LIMITED
                       (Exact name of issuer as specified in its charter)
       Delaware                                            43-1648680
(State or other jurisdiction of                         (I.R.S. Employer
 incorporation or organization)                          Identification No.)
                                13801 Riverport Drive, Suite 111
                                Maryland Heights, Missouri 63043
                      (Address of principal executive offices and zip code)


                                PM Resources, Inc. Profit Sharing
                                 Plan for Certain Union Members
                                    (Full title of the plan)


                                    Linda K. Rosenthal, Esq.
                                       Dyer Ellis & Joseph
                                 600 New Hampshire Avenue, N.W.
                                     Washington, D.C.  20037
                             (Name and address of agent for service)

                                         (202) 944-3000
                  (Telephone number, including area code, of agent for service)


                                          CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>

      Title of securities              Amount to        Proposed maximum      Proposed maximum          Amount of
        to be registered             be registered       offering price      aggregate offering    registration fee (1)
                                                          per share (1)           price (1)
<S>                                <C>                 <C>                   <C>                  <C>
Common Stock, $.01 par value           1,000,000              $1.25              $1,250,000               $385.00
                                      shares (2)
Interests in the Profit Sharing         N/A (3)                N/A                   N/A                  N/A (3)
Plan (3)
--------------------------------  ------------------- --------------------- --------------------- -----------------------
</TABLE>

(1)   Estimated  solely for the purpose of  calculating  the  registration  fee,
      pursuant to Rule 457(h) under the  Securities  Act of 1933 as amended (the
      "Securities  Act"), on the basis of the average of the high and low prices
      for the Common Stock on March 12, 1998, as reported by the NASDAQ  
      National Market.
(2)   Estimated  maximum  aggregate  number of shares  of  Agri-Nutrition  Group
      Limited  Common  Stock that may be  purchased  with  employee and employer
      contributions  under the  employee  benefit  plan  described  herein  (the
      "Plan") during the next 36 months.
(3)   Pursuant  to Rule  416(c)  under the  Securities  Act,  this  Registration
      Statement is also deemed to cover an indeterminate  amount of interests to
      be offered or sold pursuant to the Plan. In accordance with Rule 457(h)(2)
      of the Securities  Act, no separate fee calculation is required to be made
      for the interests.



                                           1

<PAGE>



                                         PART II

                  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.  Incorporation of Documents by Reference.

      Agri-Nutrition  Group Limited (the  "Registrant")  hereby  incorporates by
reference into this Registration  Statement the following documents filed by the
Registrant with the Securities and Exchange Commission (the "Commission"):

      (a)    The  Registrant's  Annual  Report on Form 10-K for the fiscal  year
             ended October 31, 1997;

      (b)    The Registrant's quarterly report on Form 10-Q for the quarter
             ended January 31, 1998; and

      (c)    The  description  of  Registrant's  Common  Stock,  $.01 par value,
             incorporated by reference to Registrant's Registration Statement on
             Form  S-1,  as  amended  (File  No.   33-78646),   in  Registrant's
             Registration  Statement  on Form 8-A filed with the  Commission  on
             June 14, 1994, and any amendment or report filed for the purpose of
             updating such description.

      All documents  subsequently  filed by the Registrant  pursuant to Sections
13(a),  13(c),  14 and 15(d) of the Securities  Exchange Act of 1934, as amended
(the "Exchange  Act"),  prior to the filing of a  post-effective  amendment that
indicates that all  securities  offered have been sold or that  deregisters  all
securities  then  remaining  unsold,  shall  be  deemed  to be  incorporated  by
reference in this  Registration  Statement and to be a part hereof from the date
of filing of such documents.

Item 4.  Description of Securities.

      Not applicable.


Item 5.  Interests of Named Experts and Counsel.

      Not applicable.


Item 6.  Indemnification of Directors and Officers.

      The Registrant's  By-Laws provide for  indemnification of its officers and
directors to the fullest extent  permitted by the Delaware  General  Corporation
Law, as amended ("DGCL"). Section 145 of the DGCL provides as follows:

         (a) A corporation  may indemnify any person who was or is a party or is
      threatened  to be made a party to any  threatened,  pending  or  completed
      action,  suit or proceeding,  whether civil,  criminal,  administrative or
      investigative (other than an action by or in the right of the corporation)
      by reason of the fact that he is or was a director,  officer,  employee or
      agent 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 or other


                                         2

<PAGE>



      enterprise, against expenses (including attorneys' fees), judgments, fines
      and amounts paid in settlement  actually and reasonably incurred by him in
      connection with such action,  suit or proceeding if he acted in good faith
      and in a manner he reasonably believed to be in or not opposed to the best
      interests of the corporation,  and, with respect to any criminal action or
      proceeding,  had no reasonable  cause to believe his conduct was unlawful.
      The  termination  of any action,  suit or proceeding  by judgment,  order,
      settlement,  conviction,  or  upon  a  plea  of  nolo  contendere  or  its
      equivalent, shall not, of itself, create a presumption that the person did
      not act in good faith and in a manner which he  reasonably  believed to be
      in or not  opposed  to the best  interests  of the  corporation,  and with
      respect to any criminal  action or  proceeding,  had  reasonable  cause to
      believe that his conduct was unlawful.

         (b) A corporation  may indemnify any person who was or is a party or is
      threatened  to be made a party to any  threatened,  pending  or  completed
      action or suit by or in the right of the corporation to procure a judgment
      in its favor by reason of the fact that he is or was a director,  officer,
      employee or agent 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 or other enterprise against
      expenses  (including  attorneys' fees) actually and reasonably incurred by
      him in connection with the defense or settlement of such action or suit if
      he acted in good faith and in a manner he reasonably  believed to be in or
      not opposed to the best  interests of the  corporation  and except that no
      indemnification  shall be made in respect of any claim, issue or matter as
      to which  such  person  shall  have  been  adjudged  to be  liable  to the
      corporation  unless and only to the extent  that the Court of  Chancery or
      the court in which such action or suit was brought  shall  determine  upon
      application that, despite the adjudication of liability but in view of all
      the  circumstances  of the case,  such  person is  fairly  and  reasonably
      entitled to  indemnity  for such  expenses  which the Court of Chancery or
      such other court shall deem proper.

         (c) To the extent  that a  director,  officer,  employee  or agent of a
      corporation  has been  successful on the merits or otherwise in defense of
      any action,  suit or proceeding  referred to in subsections (a) and (b) of
      this  section,  or in defense of any claim,  issue or matter  therein,  he
      shall be indemnified against expenses (including attorneys' fees) actually
      and reasonably incurred by him in connection therewith.

         (d) Any  indemnification  under subsections (a) and (b) of this section
      (unless  ordered  by a  court)  shall be made by the  corporation  only as
      authorized in the specific case upon a determination that  indemnification
      of the director, officer, employee or agent is proper in the circumstances
      because  he has met the  applicable  standard  of  conduct  set  forth  in
      subsections (a) and (b) of this section.  Such determination shall be made
      (1) by a  majority  vote of the  directors  who were not  parties  to such
      action,  suit or  proceeding,  even though  less than a quorum,  or (2) if
      there  are  no  such  directors,  or  if  such  directors  so  direct,  by
      independent   legal  counsel  in  a  written   opinion,   or  (3)  by  the
      stockholders.

         (e)  Expenses  (including  attorneys'  fees)  incurred by an officer or
      director in defending a civil,  criminal,  administrative or investigative
      action,  suit or proceeding  may be paid by the  corporation in advance of
      the final  disposition of such action,  suit or proceeding upon receipt of
      an  undertaking  by or on behalf of such director or officer to repay such
      amount if it shall  ultimately be determined that he is not entitled to be
      indemnified  by the  corporation  as  authorized  in  this  section.  Such
      expenses (including attorney's fees) incurred by other


                                         3

<PAGE>



      employees  and agents may be so paid upon such  terms and  conditions,  if
      any, as the board of directors deems appropriate.

         (f) The  indemnification  and  advancement of expenses  provided by, or
      granted  pursuant to, the other  subsections  of this section shall not be
      deemed   exclusive   of  any   other   rights  to  which   those   seeking
      indemnification  or  advancement  of expenses  may be  entitled  under any
      bylaw,  agreement,  vote of  stockholders  or  disinterested  directors or
      otherwise,  both as to action in his official capacity and as to action in
      another capacity while holding such office.

         (g) A corporation  shall have power to purchase and maintain  insurance
      on behalf of any person who is or was a  director,  officer,  employee  or
      agent 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 or other enterprise against
      any  liability  asserted  against  him  and  incurred  by him in any  such
      capacity,  or  arising  out of his  status  as  such,  whether  or not the
      corporation  would have the power to indemnify him against liability under
      this section.

         (h) For purposes of this section, references to "the corporation" shall
      include,  in  addition  to  the  resulting  corporation,  any  constituent
      corporation  (including any  constituent  of a constituent)  absorbed in a
      consolidation  or merger which,  if its separate  existence had continued,
      would have had power and authority to indemnify its  directors,  officers,
      and  employees  or agents,  so that any  person who is or was a  director,
      officer,  employee or agent of such constituent corporation,  or is or was
      serving at the  request of such  constituent  corporation  as a  director,
      officer,  employee  or agent of another  corporation,  partnership,  joint
      venture, trust or other enterprise, shall stand in the same position under
      this section with respect to the resulting or surviving  corporation as he
      would have with respect to such  constituent  corporation  if its separate
      existence had continued.

         (i) For purposes of this  section,  references  to "other  enterprises"
      shall include employee benefit plans;  references to "fines" shall include
      any excise taxes assessed on a person with respect to any employee benefit
      plan; and references to "serving at the request of the corporation"  shall
      include  any  service as a  director,  officer,  employee  or agent of the
      corporation  which  imposes  duties  on, or  involves  services  by,  such
      director,  officer,  employee or agent with respect to an employee benefit
      plan, its  participants or  beneficiaries;  and a person who acted in good
      faith and in a manner he reasonably  believed to be in the interest of the
      participants and beneficiaries of an employee benefit plan shall be deemed
      to have  acted in a manner  "not  opposed  to the  best  interests  of the
      corporation" as referred to in this section.

         (j) The  indemnification  and  advancement of expenses  provided by, or
      granted pursuant to, this section shall,  unless  otherwise  provided when
      authorized  or  ratified,  continue  as to a person who has ceased to be a
      director, officer, employee or agent and shall inure to the benefit of the
      heirs, executors and administrators of such a person.

         (k) The Court of Chancery is hereby vested with exclusive  jurisdiction
      to  hear  and  determine  all  actions  for  advancement  of  expenses  or
      indemnification  brought under this section or under any bylaw, agreement,
      vote of stockholders or disinterested  directors, or otherwise.  The Court
      of Chancery may summarily determine a corporation's  obligation to advance
      expenses (including attorneys' fees).


                                        4

<PAGE>



      The  Registrant  has entered  into  indemnification  agreements  with each
Director and certain executive officers of the Registrant.  Each indemnification
agreement  provides,  among other things, (i) for indemnification to the fullest
extent  permitted  by law  against all  expenses,  judgments,  fines,  penalties
incurred in  connection  with,  and  amounts  paid in  settlement  of, any claim
against  the  indemnified  party,  provided  it is  determined  pursuant  to the
agreement that the indemnitee is entitled to be indemnified under the applicable
standard  of conduct  under the DGCL;  (ii) for  advancement  of expenses to the
indemnitee  in connection  with the  indemnitee's  defense of any  threatened or
pending claim,  provided that if it is determined pursuant to the agreement that
the  indemnitee  would not be permitted to be  indemnified  under the DGCL,  the
Registrant  shall be entitled to be  reimbursed by the  indemnitee  for all such
amounts  previous paid; (iii) for the creation of a trust for the benefit of the
indemnitee  in the event of a  potential  change in control  of the  Registrant,
which shall be funded from time to time at the request of the  indemnitee  in an
amount sufficient to satisfy the Registrant's  indemnification  obligation under
the  agreement;  and (iv) that no legal action be brought and no cause of action
be asserted by or on behalf of the Registrant  against the indemnitee  after the
expiration of the earlier of the applicable  statute of limitations or two years
from the  date of  accrual  of such  cause of  action.  Similar  indemnification
agreements  may be entered into from time to time with  additional  directors or
officers of the Registrant.


Item 7.  Exemption from Registration Claimed.

      Not applicable.


Item 8.  Exhibits.

      4.1      PM Resources, Inc. Profit Sharing Plan for Certain Union Members

      5.1*     Opinion of Counsel

      23.1     Consent of Price Waterhouse

      24.1     Power of Attorney

 *    An opinion of counsel  regarding  the  legality  of the  securities  being
      registered hereunder is not required since the securities are not original
      issue.

      The Registrant  hereby undertakes that it will submit or has submitted the
PM Resources,  Inc.  Profit  Sharing Plan For Certain Union Members (the "Plan")
and any  amendment  thereto to the  Internal  Revenue  Service  (the "IRS") in a
timely manner and has made or will make all changes required by the IRS in order
to qualify the Plan under  Section 401 of the Internal  Revenue Code of 1986, as
amended.


Item 9. Undertakings.

      (a)        The undersigned Registrant hereby undertakes:



                                     5

<PAGE>



         (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, as amended (the "Securities Act");

             (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; and

            (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 information  required to be included in a post-effective  amendment
      by  those  paragraphs  is  contained  in  periodic  reports  filed  by the
      Registrant  pursuant to Section 13 or Section  15(d) of the  Exchange  Act
      that are incorporated by reference in the Registration Statement.

         (2) That,  for the  purpose  of  determining  any  liability  under the
      Securities Act, 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.

      (b) The undersigned  Registrant  hereby  undertakes  that, for purposes of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Exchange Act 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 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 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 and will be governed by the final adjudication of such issue.



                                    6

<PAGE>



                                SIGNATURES

      Pursuant  to  the  requirements  of the  Securities  Act,  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 City of Maryland Heights, Missouri on the 5th day of March,
1998.

                                  AGRI-NUTRITION GROUP LIMITED

                             By: /s/ Bruce G. Baker
                                       Bruce G. Baker
                                 President and Chief Executive Officer

      Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.

<TABLE>
<CAPTION>

Signature                                                 Title                                  Date
<S>                                             <C>                                         <C>
/s/ Bruce G. Baker                              Principal Executive Officer                 March 5, 1998
Bruce G. Baker                                  and Director

/s/ Robert J. Elfanbaum                         Principal Financial and                     March 5, 1998
Robert J. Elfanbaum                             Accounting Officer

/s/ Alec L. Poitevint, II                       Chairman of the                             March 5, 1998
Alec L. Poitevint, II                           Board of Directors

/s Robert E. Hormann                            Vice Chairman of                            March 5, 1998
Robert E. Hormann                               the Board of Directors

/s/ W.M. Jones, Jr.                             Director                                    March 5, 1998
W. M. Jones, Jr.

/s/ Robert W. Schlutz                           Director                                    March 5, 1998
Robert W. Schlutz

</TABLE>





                                         7

<PAGE>


        Pursuant  to  the   requirements   of  the  Securities   Act,  the  Plan
Administrator  has duly caused this  Registration  Statement to be signed on its
behalf by the undersigned,  thereunto duly  authorized,  in the City of Maryland
Heights, Missouri, on March 5, 1998.

                                 PM RESOURCES, INC. PROFIT SHARING PLAN
                                 FOR CERTAIN UNION EMPLOYEES

                                 By:  AGRI-NUTRITION GROUP LIMITED,
                                        the Plan Administrator

                                 By:  /s/ Robert J. Elfanbaum
                                    Vice President and Chief Financial Officer



                                      8

<PAGE>


                             INDEX TO EXHIBITS



Exhibit                                                            Sequentially
Number        Description of Document                              Numbered Page

4.1           PM Resources, Inc. Profit Sharing Plan for Certain Union Members 

23.1          Consent of Price Waterhouse                                   

24.1          Power of Attorney
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 24783}]
{"company-data": {"conformed-name": "AGRI NUTRITION GROUP LTD", "cik": "0000922814", "assigned-sic": "2834", "irs-number": "431648680", "state-of-incorporation": "DE", "fiscal-year-end": "1031"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-48073", "film-number": "98567113"}, "business-address": {"street1": "13801 RIVERPORT DR STE 111", "street2": "RIVERPORT EXECUTIVE CTR II", "city": "MARYLAND HEIGHTS", "state": "MO", "zip": "63043", "phone": "3142987330"}, "mail-address": {"street1": "RIVERPORT EXEC CTR II", "street2": "13801 RIVERPORT DR SUITE 111", "city": "MARYLAND HEIGHTS", "state": "MO", "zip": "63043"}}
As filed with the Securities and Exchange Commission on March 17, 1998
                                                    Registration No. 333-

                               SECURITIES AND EXCHANGE COMMISSION
                                     Washington, D.C. 20549

                                            FORM S-8
                                     REGISTRATION STATEMENT
                                              UNDER
                                   THE SECURITIES ACT OF 1933

                                  AGRI-NUTRITION GROUP LIMITED
                       (Exact name of issuer as specified in its charter)
       Delaware                                            43-1648680
(State or other jurisdiction of                         (I.R.S. Employer
 incorporation or organization)                          Identification No.)
                                13801 Riverport Drive, Suite 111
                                Maryland Heights, Missouri 63043
                      (Address of principal executive offices and zip code)

                                PM Resources, Inc. Profit Sharing
                                 Plan for Certain Union Members
                                    (Full title of the plan)

                                    Linda K. Rosenthal, Esq.
                                       Dyer Ellis & Joseph
                                 600 New Hampshire Avenue, N.W.
                                     Washington, D.C.  20037
                             (Name and address of agent for service)

                                         (202) 944-3000
                  (Telephone number, including area code, of agent for service)

                                          CALCULATION OF REGISTRATION FEE
Title of securities              Amount to        Proposed maximum      Proposed maximum          Amount of
        to be registered             be registered       offering price      aggregate offering    registration fee (1)
                                                          per share (1)           price (1)
Common Stock, $.01 par value           1,000,000              $1.25              $1,250,000               $385.00
                                      shares (2)
Interests in the Profit Sharing         N/A (3)                N/A                   N/A                  N/A (3)
Plan (3)
--------------------------------  ------------------- --------------------- --------------------- -----------------------
(1)   Estimated  solely for the purpose of  calculating  the  registration  fee,
      pursuant to Rule 457(h) under the  Securities  Act of 1933 as amended (the
      "Securities  Act"), on the basis of the average of the high and low prices
      for the Common Stock on March 12, 1998, as reported by the NASDAQ  
      National Market.
(2)   Estimated  maximum  aggregate  number of shares  of  Agri-Nutrition  Group
      Limited  Common  Stock that may be  purchased  with  employee and employer
      contributions  under the  employee  benefit  plan  described  herein  (the
      "Plan") during the next 36 months.
(3)   Pursuant  to Rule  416(c)  under the  Securities  Act,  this  Registration
      Statement is also deemed to cover an indeterminate  amount of interests to
      be offered or sold pursuant to the Plan. In accordance with Rule 457(h)(2)
      of the Securities  Act, no separate fee calculation is required to be made
      for the interests.

                                           1
PART II

                  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

      Agri-Nutrition  Group Limited (the  "Registrant")  hereby  incorporates by
reference into this Registration  Statement the following documents filed by the
Registrant with the Securities and Exchange Commission (the "Commission"):

      (a)    The  Registrant's  Annual  Report on Form 10-K for the fiscal  year
             ended October 31, 1997;

      (b)    The Registrant's quarterly report on Form 10-Q for the quarter
             ended January 31, 1998; and

      (c)    The  description  of  Registrant's  Common  Stock,  $.01 par value,
             incorporated by reference to Registrant's Registration Statement on
             Form  S-1,  as  amended  (File  No.   33-78646),   in  Registrant's
             Registration  Statement  on Form 8-A filed with the  Commission  on
             June 14, 1994, and any amendment or report filed for the purpose of
             updating such description.

      All documents  subsequently  filed by the Registrant  pursuant to Sections
13(a),  13(c),  14 and 15(d) of the Securities  Exchange Act of 1934, as amended
(the "Exchange  Act"),  prior to the filing of a  post-effective  amendment that
indicates that all  securities  offered have been sold or that  deregisters  all
securities  then  remaining  unsold,  shall  be  deemed  to be  incorporated  by
reference in this  Registration  Statement and to be a part hereof from the date
of filing of such documents.

Item 4.  Description of Securities.

      Not applicable.

Item 5.  Interests of Named Experts and Counsel.

      Not applicable.

Item 6.  Indemnification of Directors and Officers.

      The Registrant's  By-Laws provide for  indemnification of its officers and
directors to the fullest extent  permitted by the Delaware  General  Corporation
Law, as amended ("DGCL"). Section 145 of the DGCL provides as follows:

         (a) A corporation  may indemnify any person who was or is a party or is
      threatened  to be made a party to any  threatened,  pending  or  completed
      action,  suit or proceeding,  whether civil,  criminal,  administrative or
      investigative (other than an action by or in the right of the corporation)
      by reason of the fact that he is or was a director,  officer,  employee or
      agent 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 or other

                                         2
enterprise, against expenses (including attorneys' fees), judgments, fines
      and amounts paid in settlement  actually and reasonably incurred by him in
      connection with such action,  suit or proceeding if he acted in good faith
      and in a manner he reasonably believed to be in or not opposed to the best
      interests of the corporation,  and, with respect to any criminal action or
      proceeding,  had no reasonable  cause to believe his conduct was unlawful.
      The  termination  of any action,  suit or proceeding  by judgment,  order,
      settlement,  conviction,  or  upon  a  plea  of  nolo  contendere  or  its
      equivalent, shall not, of itself, create a presumption that the person did
      not act in good faith and in a manner which he  reasonably  believed to be
      in or not  opposed  to the best  interests  of the  corporation,  and with
      respect to any criminal  action or  proceeding,  had  reasonable  cause to
      believe that his conduct was unlawful.

         (b) A corporation  may indemnify any person who was or is a party or is
      threatened  to be made a party to any  threatened,  pending  or  completed
      action or suit by or in the right of the corporation to procure a judgment
      in its favor by reason of the fact that he is or was a director,  officer,
      employee or agent 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 or other enterprise against
      expenses  (including  attorneys' fees) actually and reasonably incurred by
      him in connection with the defense or settlement of such action or suit if
      he acted in good faith and in a manner he reasonably  believed to be in or
      not opposed to the best  interests of the  corporation  and except that no
      indemnification  shall be made in respect of any claim, issue or matter as
      to which  such  person  shall  have  been  adjudged  to be  liable  to the
      corporation  unless and only to the extent  that the Court of  Chancery or
      the court in which such action or suit was brought  shall  determine  upon
      application that, despite the adjudication of liability but in view of all
      the  circumstances  of the case,  such  person is  fairly  and  reasonably
      entitled to  indemnity  for such  expenses  which the Court of Chancery or
      such other court shall deem proper.

         (c) To the extent  that a  director,  officer,  employee  or agent of a
      corporation  has been  successful on the merits or otherwise in defense of
      any action,  suit or proceeding  referred to in subsections (a) and (b) of
      this  section,  or in defense of any claim,  issue or matter  therein,  he
      shall be indemnified against expenses (including attorneys' fees) actually
      and reasonably incurred by him in connection therewith.

         (d) Any  indemnification  under subsections (a) and (b) of this section
      (unless  ordered  by a  court)  shall be made by the  corporation  only as
      authorized in the specific case upon a determination that  indemnification
      of the director, officer, employee or agent is proper in the circumstances
      because  he has met the  applicable  standard  of  conduct  set  forth  in
      subsections (a) and (b) of this section.  Such determination shall be made
      (1) by a  majority  vote of the  directors  who were not  parties  to such
      action,  suit or  proceeding,  even though  less than a quorum,  or (2) if
      there  are  no  such  directors,  or  if  such  directors  so  direct,  by
      independent   legal  counsel  in  a  written   opinion,   or  (3)  by  the
      stockholders.

         (e)  Expenses  (including  attorneys'  fees)  incurred by an officer or
      director in defending a civil,  criminal,  administrative or investigative
      action,  suit or proceeding  may be paid by the  corporation in advance of
      the final  disposition of such action,  suit or proceeding upon receipt of
      an  undertaking  by or on behalf of such director or officer to repay such
      amount if it shall  ultimately be determined that he is not entitled to be
      indemnified  by the  corporation  as  authorized  in  this  section.  Such
      expenses (including attorney's fees) incurred by other

                                         3
employees  and agents may be so paid upon such  terms and  conditions,  if
      any, as the board of directors deems appropriate.

         (f) The  indemnification  and  advancement of expenses  provided by, or
      granted  pursuant to, the other  subsections  of this section shall not be
      deemed   exclusive   of  any   other   rights  to  which   those   seeking
      indemnification  or  advancement  of expenses  may be  entitled  under any
      bylaw,  agreement,  vote of  stockholders  or  disinterested  directors or
      otherwise,  both as to action in his official capacity and as to action in
      another capacity while holding such office.

         (g) A corporation  shall have power to purchase and maintain  insurance
      on behalf of any person who is or was a  director,  officer,  employee  or
      agent 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 or other enterprise against
      any  liability  asserted  against  him  and  incurred  by him in any  such
      capacity,  or  arising  out of his  status  as  such,  whether  or not the
      corporation  would have the power to indemnify him against liability under
      this section.

         (h) For purposes of this section, references to "the corporation" shall
      include,  in  addition  to  the  resulting  corporation,  any  constituent
      corporation  (including any  constituent  of a constituent)  absorbed in a
      consolidation  or merger which,  if its separate  existence had continued,
      would have had power and authority to indemnify its  directors,  officers,
      and  employees  or agents,  so that any  person who is or was a  director,
      officer,  employee or agent of such constituent corporation,  or is or was
      serving at the  request of such  constituent  corporation  as a  director,
      officer,  employee  or agent of another  corporation,  partnership,  joint
      venture, trust or other enterprise, shall stand in the same position under
      this section with respect to the resulting or surviving  corporation as he
      would have with respect to such  constituent  corporation  if its separate
      existence had continued.

         (i) For purposes of this  section,  references  to "other  enterprises"
      shall include employee benefit plans;  references to "fines" shall include
      any excise taxes assessed on a person with respect to any employee benefit
      plan; and references to "serving at the request of the corporation"  shall
      include  any  service as a  director,  officer,  employee  or agent of the
      corporation  which  imposes  duties  on, or  involves  services  by,  such
      director,  officer,  employee or agent with respect to an employee benefit
      plan, its  participants or  beneficiaries;  and a person who acted in good
      faith and in a manner he reasonably  believed to be in the interest of the
      participants and beneficiaries of an employee benefit plan shall be deemed
      to have  acted in a manner  "not  opposed  to the  best  interests  of the
      corporation" as referred to in this section.

         (j) The  indemnification  and  advancement of expenses  provided by, or
      granted pursuant to, this section shall,  unless  otherwise  provided when
      authorized  or  ratified,  continue  as to a person who has ceased to be a
      director, officer, employee or agent and shall inure to the benefit of the
      heirs, executors and administrators of such a person.

         (k) The Court of Chancery is hereby vested with exclusive  jurisdiction
      to  hear  and  determine  all  actions  for  advancement  of  expenses  or
      indemnification  brought under this section or under any bylaw, agreement,
      vote of stockholders or disinterested  directors, or otherwise.  The Court
      of Chancery may summarily determine a corporation's  obligation to advance
      expenses (including attorneys' fees).

                                        4
The  Registrant  has entered  into  indemnification  agreements  with each
Director and certain executive officers of the Registrant.  Each indemnification
agreement  provides,  among other things, (i) for indemnification to the fullest
extent  permitted  by law  against all  expenses,  judgments,  fines,  penalties
incurred in  connection  with,  and  amounts  paid in  settlement  of, any claim
against  the  indemnified  party,  provided  it is  determined  pursuant  to the
agreement that the indemnitee is entitled to be indemnified under the applicable
standard  of conduct  under the DGCL;  (ii) for  advancement  of expenses to the
indemnitee  in connection  with the  indemnitee's  defense of any  threatened or
pending claim,  provided that if it is determined pursuant to the agreement that
the  indemnitee  would not be permitted to be  indemnified  under the DGCL,  the
Registrant  shall be entitled to be  reimbursed by the  indemnitee  for all such
amounts  previous paid; (iii) for the creation of a trust for the benefit of the
indemnitee  in the event of a  potential  change in control  of the  Registrant,
which shall be funded from time to time at the request of the  indemnitee  in an
amount sufficient to satisfy the Registrant's  indemnification  obligation under
the  agreement;  and (iv) that no legal action be brought and no cause of action
be asserted by or on behalf of the Registrant  against the indemnitee  after the
expiration of the earlier of the applicable  statute of limitations or two years
from the  date of  accrual  of such  cause of  action.  Similar  indemnification
agreements  may be entered into from time to time with  additional  directors or
officers of the Registrant.

Item 7.  Exemption from Registration Claimed.

      Not applicable.

Item 8.  Exhibits.

      4.1      PM Resources, Inc. Profit Sharing Plan for Certain Union Members

      5.1*     Opinion of Counsel

      23.1     Consent of Price Waterhouse

      24.1     Power of Attorney

 *    An opinion of counsel  regarding  the  legality  of the  securities  being
      registered hereunder is not required since the securities are not original
      issue.

      The Registrant  hereby undertakes that it will submit or has submitted the
PM Resources,  Inc.  Profit  Sharing Plan For Certain Union Members (the "Plan")
and any  amendment  thereto to the  Internal  Revenue  Service  (the "IRS") in a
timely manner and has made or will make all changes required by the IRS in order
to qualify the Plan under  Section 401 of the Internal  Revenue Code of 1986, as
amended.

Item 9. Undertakings.

      (a)        The undersigned Registrant hereby undertakes:

                                     5
(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, as amended (the "Securities Act");

             (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; and

            (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 information  required to be included in a post-effective  amendment
      by  those  paragraphs  is  contained  in  periodic  reports  filed  by the
      Registrant  pursuant to Section 13 or Section  15(d) of the  Exchange  Act
      that are incorporated by reference in the Registration Statement.

         (2) That,  for the  purpose  of  determining  any  liability  under the
      Securities Act, 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.

      (b) The undersigned  Registrant  hereby  undertakes  that, for purposes of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Exchange Act 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 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 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 and will be governed by the final adjudication of such issue.

                                    6
SIGNATURES

      Pursuant  to  the  requirements  of the  Securities  Act,  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 City of Maryland Heights, Missouri on the 5th day of March,
1998.

                                  AGRI-NUTRITION GROUP LIMITED

                             By: /s/ Bruce G. Baker
                                       Bruce G. Baker
                                 President and Chief Executive Officer

      Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.
Signature                                                 Title                                  Date
/s/ Bruce G. Baker                              Principal Executive Officer                 March 5, 1998
Bruce G. Baker                                  and Director

/s/ Robert J. Elfanbaum                         Principal Financial and                     March 5, 1998
Robert J. Elfanbaum                             Accounting Officer

/s/ Alec L. Poitevint, II                       Chairman of the                             March 5, 1998
Alec L. Poitevint, II                           Board of Directors

/s Robert E. Hormann                            Vice Chairman of                            March 5, 1998
Robert E. Hormann                               the Board of Directors

/s/ W.M. Jones, Jr.                             Director                                    March 5, 1998
W. M. Jones, Jr.

/s/ Robert W. Schlutz                           Director                                    March 5, 1998
Robert W. Schlutz
7
Pursuant  to  the   requirements   of  the  Securities   Act,  the  Plan
Administrator  has duly caused this  Registration  Statement to be signed on its
behalf by the undersigned,  thereunto duly  authorized,  in the City of Maryland
Heights, Missouri, on March 5, 1998.

                                 PM RESOURCES, INC. PROFIT SHARING PLAN
                                 FOR CERTAIN UNION EMPLOYEES

                                 By:  AGRI-NUTRITION GROUP LIMITED,
                                        the Plan Administrator

                                 By:  /s/ Robert J. Elfanbaum
                                    Vice President and Chief Financial Officer

                                      8
INDEX TO EXHIBITS

Exhibit                                                            Sequentially
Number        Description of Document                              Numbered Page

4.1           PM Resources, Inc. Profit Sharing Plan for Certain Union Members 

23.1          Consent of Price Waterhouse                                   

24.1          Power of Attorney