AGRI NUTRITION GROUP LTD
SC 13G/A, 1999-02-11
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C.  20549

                                    SCHEDULE 13G

                      Under the Securities Exchange Act of 1934

                                (Amendment No. 4)*

                            Agri-Nutrition Group Limited
                           ------------------------------
                                  (Name of Issuer)

                                    Common Stock
                   -----------------------------------------------
                           (Title of Class of Securities)

                                     00849K-10-0          
                                   (CUSIP Number)

                                 December 31, 1998                          
               (Date of Event Which Requires Filing of this Statement)


Check the  appropriate box to designate the rule pursuant to which this Schedule
is filed:

         |_|      Rule 13d-1(b)
         |_|      Rule 13d-1(c)
         |_|      Rule 13d-1(d)

*The  remainder of this cover page shall be filled out for a reporting  person's
initial filing on this form with respect to the subject class of securities, and
for  any  subsequent   amendment   containing   information  which  would  alter
disclosures provided in the prior cover page.

The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the  Securities  Exchange  Act of
1934 ("Act") or otherwise  subject to the liabilities of that section of the Act
but  shall be  subject  to all other  provisions  of the Act  (however,  see the
Notes).





SEC 1745 (3-98)                                     Page 1 of 5


<PAGE>



CUSIP No. 00849-K10-0                              13G

1.  NAME OF REPORTING PERSONS
    W. M. Jones, Jr.

2.  CHECK THE APPROPRIATE BOX IF MEMBER OF A GROUP*  (a) [  ]
                                                     (b) [  ]

3.  SEC USE ONLY

4.   CITIZENSHIP OR PLACE OR ORGANIZATION
       U.S.A.


                                            5.  SOLE VOTING POWER
                                                 667,107

NUMBER OF SHARES                            6.  SHARED VOTING POWER
BENEFICIALLY OWNED BY
EACH REPORTING PERSON
WITH:
                                            7.  SOLE DISPOSITIVE POWER
                                                667,107

                                            8.  SHARED DISPOSITIVE POWER


9.  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     667,107

10.  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
      SHARES*    [ ]

11.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
      6.78%

12.  TYPE OF REPORTING PERSON*
      Individual

                 * SEE INSTRUCTIONS BEFORE FILLING OUT









                                                    Page 2 of 5


<PAGE>



                                     UNITED STATES
                          SECURITIES AND EXCHANGE COMMISSION
                                WASHINGTON, D.C. 20549

                                SCHEDULE 13G Attachment
                                   (Amendment No. 4)

                             Agri-Nutrition Group Limited
                                   (Name of Issuer)

                                    W. M. Jones, Jr.
                              (Name of Reporting Person)
Item 1.

  (a)    Name of Issuer:  Agri-Nutrition Group Limited

  (b)    Address of Issuer's Principal Executive Offices:
                               Riverport Executive Center II
                               13801 Riverport Drive, Suite 111
                               Maryland Heights, Missouri 63043

Item 2.

  (a)    Name of Person Filing:  W. M. Jones, Jr.

  (b) Address of Principal Business Office or, if none, Residence:

                                    Agri-Nutrition Group Limited
                                    Riverport Executive Center II
                                    13801 Riverport Drive, Suite 111
                                    Maryland Heights, Missouri 63043

  (c)    Citizenship:  U.S.A.

  (d)    Title of Class of Securities:  Common Stock

  (e)    CUSIP Number:   00849K-10-0

Item  3.  If  this  statement  is  filed  pursuant  to  ss.ss.240.13d-1(b),   or
240.13d-1(b) or (c), check whether the person filing is a:

  (a) |_|  Broker or dealer registered under section 15 of the Act (15 U.S.C. 
78o)

  (b) |_| Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c)

  (c) |_| Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C.
78c)

  (d) |_|Investment company registered under section 8 of the Investment Company
Act or 1940 (15 U.S.C. 80a-8)

  (e) |_| An investment advisor in accordance with ss.240.13d-1(b)(1)(ii)(E)

  (f)  |_| An  employee  benefit  plan or  endowment  fund  in  accordance  with
ss.240.13d-1(b)(1)(ii)(F)

  (g) |_| A parent  holding  company  or  control  person,  in  accordance  with
ss.240.13d-1(b)(1)(ii)(G)

  (h) |_| A  savings  association  as  defined  in  Section  3(b) of the Federal
Deposit Insurance Act (12 U.S.C. 1813)

  (i) |_| A church  plan  that is  excluded from the definition of an investment
company  under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C.
80a-3)

  (j)    |_|  Group, in accordance with ss.240.13d-1(b)(1)(ii)(J)

                                                    Page 3 of 5


<PAGE>



Item 4.                    Ownership

  (a)     Amount beneficially owned:                 667,107

          Includes  options to purchase  558,334  shares of Common Stock held by
Mr. Jones,  and 108,773 shares of Common Stock held by Mr. Jones as trustee of a
revocable inter vivos trust.

  (b)     Percent of class:                 6.78%

  (c) Number of shares as to which the person has:

       (i)   sole power to vote or to direct the vote:                   667,107
      (ii)   shared power to vote or to direct the vote                     None
     (iii)   sole power to dispose or to direct the disposition of       667,107
      (iv)   shared power to dispose or to direct the disposition of        None

Item 5. Ownership of Five Percent or Less of a Class

          If this  statement  is being  filed to report  the fact that as of the
date hereof the reporting  person has ceased to be the beneficial  owner of more
than five percent of the class of securities, check the following |_| .

Item 6. Ownership of More Than Five Percent on Behalf of Another Person

          No other  person is known to have the right to receive or the power to
direct the receipt of dividends  from,  or the  proceeds  from the sale of, such
securities.

Item 7.   Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on By the Parent Holding Company

          N/A

Item 8. Identification and Classification of Members of the Group

          N/A

Item 9. Notice of Dissolution of Group

          N/A

Item 10. Certification

          By  signing  below I certify  that,  to the best of my  knowledge  and
belief,  the  securities  referred  to above were  acquired  and are held in the
ordinary  course  of  business  and were not  acquired  and are not held for the
purpose of or with the effect of  changing  or  influencing  the  control of the
issuer of the  securities  and were not acquired and are not held in  connection
with or as a participant in any transaction having such purpose or effect.






                                                    Page 4 of 5


<PAGE>





                                   Signature

          After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information  set forth in this statement is true,  complete and
correct.





                                February 9, 1999
                                Date


                                /s/ W. M. JONES, JR.
                                W. M. Jones, Jr.



































                                                    Page 5 of 5



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