UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)1
AGRIBRANDS INTERNATIONAL, INC.
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
00849R105
(CUSIP Number)
APRIL 14, 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:
(x) Rule 13d-1 (b)
Rule 13d-1 (c)
Rule 13d-1 (d)
___________________________
1 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 the disclosures provided in a 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 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).
CUSIP No. 00849R105 13G
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
(1) Highbridge Capital Corporation - not applicable
(2) Highbridge Capital Management, LLC - 13-3993048
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b)
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
(1) Highbridge Capital Corporation - Cayman Islands, British West Indies
(2) Highbridge Capital Management, LLC - State of Delaware
5 NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
SOLE VOTING POWER
0
6 NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SHARED
VOTING POWER
797,500
7 NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
SOLE DISPOSITIVE POWER
0
8 NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
SHARED DISPOSITIVE POWER
797,500
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
797,500
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.47%
12 TYPE OF REPORTING PERSON*
(1) Highbridge Capital Corporation - BD
(2) Highbridge Capital Management, LLC - CO
Item 1.
(a) Name of Issuer
Agribrands International, Inc.
(b) Address of Issuer's Principal Executive Offices:
9811 South Forty Drive
St. Louis, MO 63124
Item 2.
(a) Name of Person Filing
(1) Highbridge Capital Corporation
(2) Highbridge Capital Management, LLC
(b) Address of Principal Business Office or, if none, Residence
(1) Highbridge Capital Corporation
The Anchorage Centre, 2nd Floor
Harbour Drive, George Town,
Grand Cayman, Cayman Islands, British West Indies
(2) Highbridge Capital Management, LLC
767 Fifth Avenue, 23rd Floor
New York, New York 10153
(c) Citizenship
(1) Highbridge Capital Corporation - Cayman Islands, British West Indies
(2) Highbridge Capital Management, LLC - State of Delaware
(d) Title of Class of Securities Common Stock
(e) CUSIP Number 00849R105
Item 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b),
check whether the person filing is a:
(x) (a) Broker or Dealer registered under Section 15 of the Act (Highbridge
Capital Corporation)
(b) Bank as defined in section 3(a)(6) of the Act
(c) Insurance Company as defined in section 3(a)(19) of the act
(d) Investment Company registered under section 8 of the Investment
Company Act
(e) Investment Adviser registered under section 203 of the Investment
Advisers Act of 1940 Highbridge Capital Management, LLC is the
trading manager of Highbridge Capital Corporation. Highbridge
Capital Management, LLC is exempt from registration as an investment
adviser.
The persons at Highbridge Capital Management, LLC who actually
exercise the power to dispose of and the power to vote the
investments of Highbridge Capital Corporation are registered as
registered representatives of Highbridge Capital Corporation, a
registered broker/dealer.
(f) Employee Benefit Plan, Pension Fund which is subject to the provisions
of the Employee Retirement Income Security Act of 1974 or Endowment
Fund; see 240.13d-1(b)(1)(ii)(F)
(g) Parent Holding Company, in accordance with 240.13(d)(ii)(G)
(Note: See Item 7)
(h) Group, in accordance with 240.13d(b)(1)(ii)(H)
Item 4. Ownership
(a) Amount Beneficially Owned 797,500
(b) Percent of Class 7.47%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote 0
(ii) shared power to vote or to direct the vote 797,500
(iii) sole power to dispose or to direct the disposition of 0
(iv) shared power to dispose or to direct the disposition of 797,500
Item 5. Ownership of Five Percent or Less of a Class
Inapplicable
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Inapplicable
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on By the Parent Holding Company
Inapplicable
Item 8. Identification and Classification of Members of the Group
Inapplicable
Item 9. Notice of Dissolution of Group
Inapplicable
Item 10. Certification
By signing below I certify that, to the best of my knowledge and belief, the
securities referred to above 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 that purpose of effect.
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.
Date February 25, 1999
/s/ Howard Feitelberg
_______________________
Signature
Howard Feitelberg / Controller, Highbridge Capital Corporation
Name/Title
Date February 25, 1999
/s/ Ronald S. Resnick
____________________________
Signature
Ronald S. Resnick, Managing Director, Highbridge Capital Management, LLC
Name/Title
