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To: kc who wrote (6931)1/11/1999 5:07:00 PM
From: Jack Jackson  Respond to of 8359
 
AGRIBIOTECH INC
Form: DEF 14A   Filing Date: 1/11/99

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 TYPE:  DEF 14A
 SEQUENCE:  1
 DESCRIPTION:  DEFINITIVE PROXY STATEMENT


SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934

Filed by the Registrant [X]

Filed by a Party other than the Registrant [_]

Check the appropriate box:

[_] Preliminary Proxy Statemen___[_] Confidential,tfor use of the Commission
only (per Rule 14a-6(e)(2))

[X] Definitive Proxy Statement

[_] Definitive Additional Materials

[_] Soliciting Material Pursuant to Rule 14a-ll(c) or Rule 14a-12

AGRIBIOTECH, INC.
(Name of Registrant as Specified In Its Charter)

AGRIBIOTECH, INC.
(Name of Person(s) Filing Proxy Statement)

Payment of filing fee (Check the appropriate box):

[X] No fee required.

[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-
11.

(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated, and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:

[_] Fee paid previously with preliminary materials.

[_] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-ll(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid: $
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:


AGRIBIOTECH, INC.
120 CORPORATE PARK DRIVE
HENDERSON, NEVADA 89014

----------------

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON FEBRUARY 22, 1999

----------------

TO THE STOCKHOLDERS OF AGRIBIOTECH, INC.:

You are cordially invited to attend the Annual Meeting of Stockholders (the
"Annual Meeting") of AgriBioTech, Inc. (the "Company"), which will be held at
10:00 a.m. (local time) on February 22, 1999, at the offices of the Company,
at 120 Corporate Park Drive, Henderson, Nevada 89014, to consider and act upon
the following matters:

(1) The election of a Board of Directors consisting of six (6) persons to
hold office for a one-year term and until their successors are duly elected
and qualified.

(2) The adoption of an amendment to the Company's Articles of
Incorporation increasing the number of authorized shares of Common Stock
from 75 million to 100 million shares.

(3) The transaction of such other business as may properly come before
the Annual Meeting or any adjournments thereof.

Only stockholders of record at the close of business on December 31, 1998
will be entitled to notice of, and to vote at, the Annual Meeting or any
adjournments thereof.

By Order of the Board of Directors,

John C. Francis,
Secretary

Date: January 11, 1999


WHETHER OR NOT YOU EXPECT TO ATTEND THE ANNUAL MEETING IN PERSON, PLEASE
COMPLETE, DATE AND SIGN THE ACCOMPANYING PROXY CARD WHICH IS BEING
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS, AND RETURN IT WITHOUT DELAY
IN THE ENCLOSED POSTAGE PREPAID ENVELOPE.

YOUR PROXY IS REVOCABLE AND WILL NOT BE USED IF YOU ARE PRESENT AND PREFER
TO VOTE IN PERSON OR IF YOU REVOKE THE PROXY.


AGRIBIOTECH, INC.
120 CORPORATE PARK DRIVE
HENDERSON, NEVADA 89014

----------------

PROXY STATEMENT

----------------

These proxy materials are being furnished to holders of common stock, $.001
par value ("Common Stock") of AgriBioTech, Inc., a Nevada corporation (the
"Company"), in connection with