AGRI BIO SCIENCES INC
8-A12G, 1999-03-15
MISCELLANEOUS BUSINESS CREDIT INSTITUTION
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549
                       ----------------------------------

                                    FORM 8-A

                FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                    PURSUANT TO SECTION 12 (b) OR (g) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
                        ---------------------------------

                             AGRI BIO-SCIENCES, INC.
 ------------------------------------------------------------------- 
                                 (Exact name of
                        Registrant specified in charter)

         Delaware                        76-0481583
- -------------------------------------------------------------------    
(State of                          (I.R.S. Employer 
Incorporation)                           I.D.#)

                            5211 Court of York Drive
                              Houston, Texas 77069
                    (Address of Principal Executive Offices)
       -------------------------------------------------------------------
Securities  registered pursuant to Section 12(b) of the Act:

                                      NONE
                                (Title of Class)

Securities  registered pursuant to Section 12(g) of the Act:

Title of each class                             Name of Each
to be so registered                           Exchange on which
                                              Each Class is to be
                                                   Registered

Common Stock, par value $.001                      None
per share



<PAGE>


Item 1.   Description of Registrant's Securities to be Registered:

         The   description  of  the  securities  to  be  registered   hereby  is
incorporated  by reference  to the  description  contained  in the  Registrant's
Registration  Statement No. 333-51977 on Form SB-2, as filed with the Securities
and Exchange Commission (the "Commission") on May 6, 1998.

Item 2.   Exhibits.

         1.  Certificate of  Incorporation  of the Registrant  (incorporated  by
reference  to  Exhibit  3.1  to  the  Registrant's  Registration  Statement  No.
333-51977 on Form SB-2, as amended).

         2. By-Laws of the Registrant  (incorporated by reference to Exhibit 3.2
to the  Registrant's  Registration  Statement  No.  333-51977  on Form SB-2,  as
amended).

         3. Form of common  stock  certificate  (incorporated  by  reference  to
Exhibit 4.1 to the  Registrant's  Registration  Statement No.  333-51977 on Form
SB-2, as amended).

         Pursuant to the  requirements of Section 12 of the Securities  Exchange
Act of 1934, the Registrant  has duly caused this  Registration  Statement to be
signed on its behalf by the undersigned, thereto duly authorized.

                             AGRI BIO-SCIENCES, INC.


March 12, 1999                     By: /s/ Lester H. Stephens
                                      -----------------------
          Lester H. Stephens, President



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