DOSKOCIL COMPANIES INC
8-A12B, 1994-09-19
SAUSAGES & OTHER PREPARED MEAT PRODUCTS
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                                   FORM 8-A

                      SECURITIES AND EXCHANGE COMMISSION

                               Washington, D.C.
                                    20549

              FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

                  PURSUANT TO SECTION 12(b) OR 12(g) OF THE

                       SECURITIES EXCHANGE ACT OF 1934

                       Doskocil Companies Incorporated
            ______________________________________________________
            (Exact name of registrant as specified in its charter)

                             Delaware                      13-2535513
           ________________________________________    ____________________
           (State of incorporation or organization)    (I.R.S. Employer
                                                       Identification No.)

          2601 Northwest Expressway, Suite 1000W
           Oklahoma City, Oklahoma                       73112 
          ________________________________________     ___________
          (Address of principal executive officer)      (Zip Code)

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

             Title of each class           Name of each exchange on which
             to be so registered           each class is to be registered
          _____________________________    ______________________________

           Rights to Purchase Shares 
                of Common Stock               The Nasdaq National Market
          _____________________________    ______________________________


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

                                     NONE
          _________________________________________________________________
                               (Title of Class)

                                     NONE
          _________________________________________________________________
                               (Title of Class)



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

                  Doskocil Companies Incorporated, a Delaware
          corporation (the "Company"), is registering rights (the
          "Rights") to purchase shares of the Company's common
          stock, $.01 par value per share.  A description of the
          Rights is set forth in the Company's final prospectus,
          dated September 19, 1994, contained in the Company's
          registration statement on Form S-3 (File no. 33-54137)
          filed with the Securities and Exchange Commission on
          September 19, 1994, pursuant to the Securities Exchange
          Act of 1934, as amended, (the "Exchange Act") and
          pursuant to the Instruction to Item 1 of Form 8-A is
          incorporated herein by reference.

          Item 2.        Exhibits

                  The securities described herein are to be
          registered on an exchange on which other securities of
          the Company are registered.  Accordingly, the following
          constituent instruments defining the rights of the
          holders of each class of such securities, including any
          contracts or other documents which limit or qualify the
          rights of such holders, are filed herewith, subject to
          Rule 12b-32 under the Exchange Act of 1934, as amended,
          regarding incorporation by reference:

                  1.     Specimen certificate for the Company's
                         common stock, par value $.01 per share.
                         (1)

                  2.     Form of Rights Certificate to Purchase
                         Common Stock of the Company. (2)

                  3.     Credit Agreement among the Company, the
                         Several Lenders from Time to Time Parties
                         Thereto and Chemical Bank, as Agent dated
                         as of May 25, 1994. (3)

                  4.     Form of the Company's 9-3/4% Senior
                         Subordinated Redeemable Note due 2000. (4)

                  5.     Indenture between the Company and First
                         Fidelity Bank, National Association, New
                         York, as Trustee. (4)

                  6.     Warrant Agreement dated as of October 31,
                         1991 between the Company and the signatory
                         banks thereto.  (5)

                  7.     Amended and Restated Certificate of
                         Incorporation of the Company. (6)

                  8.     Amended and Restated Bylaws of the
                         Company. (7)

                  9.     Doskocil Employee Investment Plan. (5)

                  10.    Doskocil Companies Incorporated 1992 Stock
                         Incentive Plan. (1)


                  11.    Doskocil Companies Incorporated Retirement
                         and Profit Sharing Plan. (8)

                  12.    Guaranty Agreement between the Company and
                         The Fourth National Bank and Trust
                         Company, Wichita, dated August 1, 1985.
                         (5)

                  13.    Agreement for Waste Water Treatment
                         Service between Stoppenbach, Inc. and the
                         City of Jefferson, Wisconsin, dated
                         November 1985. (5)

                  14.    Agreement (for waste water treatment)
                         between the City of Logansport, Indiana
                         and Wilson & Co., Inc., dated June 26,
                         1967. (5)
          _______________

               (1)  Incorporated by reference to the exhibits filed
                    with the Registration Statement on Form S-8
                    filed with the Commission on March 4, 1992.

               (2)  Incorporated by reference to the exhibits filed
                    with the Registration Statement (File No. 33-
                    54137) on Form S-3 filed with the Commission on
                    September 19, 1994.

               (3)  Incorporated by reference to the exhibit filed
                    with the current Report on Form 8-K filed on
                    June 14, 1994.

               (4)  Incorporated by reference to the exhibits filed
                    with the Registration Statement (File No. 33-
                    59484) on Form S-1 filed with the Commission
                    April 13, 1993.

               (5)  Incorporated by reference to the exhibits to
                    the Annual Report on Form 10-K (File No. 7803)
                    filed with the Commission on March 13, 1992.

               (6)  Incorporated by reference to the exhibits to
                    the Current Report on Form 8-K dated February
                    5, 1993.

               (7)  Incorporated by reference to the exhibits to
                    the Current Report on Form 8-K filed with the
                    Commission on March 23, 1993.

               (8)  Incorporated by reference to the Annual Report
                    on Form 10-K (File No. 7803) filed with the
                    Commission on March 31, 1994 as amended by Form
                    10-K/A No. 1 filed on June 29, 1994 and 10-K/A
                    No. 2 filed on July 22, 1994.



                                  SIGNATURE

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

                                  DOSKOCIL COMPANIES INCORPORATED

                                  By:/s/  Darian B. Andersen       
                                     ______________________________
                                     Darian B. Andersen 
                                     Secretary and Corporate Counsel

          Dated:  September 19, 1994



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