DOSKOCIL COMPANIES INC, S-3, 1994-06-14

DOSKOCIL COMPANIES INC
S-3, 1994-06-14
SAUSAGES & OTHER PREPARED MEAT PRODUCTS

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Registration No.33-
As filed with the Securities and Exchange Commission on June 14, 1994

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________________
FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
________________

DOSKOCIL COMPANIES INCORPORATED
(Exact name of registrant as specified in its charter)

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

2601 Northwest Expressway
Suite 1000W
Oklahoma City, Oklahoma 73112
(405) 879-5500

(Address, including zip code, and telephone number, including area
code, of registrant's principal executive offices)

Darian B. Andersen, Esq.
Secretary and Corporate Counsel
2601 Northwest Expressway
Suite 1000W
Oklahoma City, Oklahoma 73112
(405) 879-5500

(Name, address, including zip code, and telephone number, including
area code, of agent for service)
Copy to:
J. Gregory Milmoe, Esq.
Skadden, Arps, Slate, Meagher & Flom
919 Third Avenue
New York, New York 10022
(212) 735-3000
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE
PUBLIC: As soon as practicable after this Registration Statement
becomes effective.

If the only Securities being registered on this form are being
offered pursuant to dividend or interest reinvestment plans, please
check the following box. ( )

If any of the securities being registered on this form are to
be offered on a delayed or continuous basis pursuant to Rule 415 under
the Securities Act of 1933, check the following box. (X)

CALCULATION OF REGISTRATION FEE

Proposed
maximum Proposed
Title of each Amount to aggregate maximum
Class of be offering aggregate Amount of
Securities to registered price per offering registrat
be Registered share(1) price(1) ion fee

Common Stock,
par value $.01
per
share.........
..... 5,555,556 $ 10.00 $ 55,555,556 $ 19,158

Rights . . . 5,555,556 --- --- ---

(1) Estimated solely for the purpose of calculating the amount of the
registration fee.

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH
DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL
THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY
STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME
EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF
1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON
SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY
DETERMINE.

SUBJECT TO COMPLETION DATED JUNE 14, 1994
PROSPECTUS
___________ Shares of Common Stock
DOSKOCIL COMPANIES INCORPORATED

Issuable Upon Exercise of
Rights to Subscribe for Such Shares
________________

Doskocil Companies Incorporated (the "Company") is issuing to its
stockholders and warrantholders of record ("Recordholders") as of the
close of business on ____, 1994 (the "Record Date") transferable rights
("Rights") entitling the holders thereof ("Holders") to purchase an
aggregate of ______ shares (the "Underlying Shares") of the Company's
Common Stock, par value $.01 per share (the "Common Stock"). It is
currently estimated that the exercise price will be between $9 and $10
per share (the "Exercise Price"). Recordholders will receive ___
Rights for each share of Common Stock held or acquirable upon the
exercise of warrants. As soon as practicable after the Record Date,
certificates evidencing the Rights (the "Rights Certificates") will be
delivered to the Recordholders. No fractional Rights or cash in lieu
thereof will be issued or paid by the Company. The number of Rights
issued by the Company to each Recordholder will be rounded up to the
nearest whole number. Pursuant to their basic subscription privilege,
Rights holders may purchase one full share of Common Stock for each
whole Right held (the "Basic Subscription Privilege"), subject to
reduction by the Company for the purpose of avoiding the loss of
certain federal income tax benefits to the Company. Recordholders who
fully exercise all Rights issued to them by the Company also will be
eligible to subscribe at the Exercise Price for shares of Common Stock
that are not otherwise purchased pursuant to the exercise of Rights up
to the total number of Underlying Shares (the "Oversubscription
Privilege"), subject to reduction by the Company for the purpose of
avoiding the loss of certain federal income tax benefits to the
Company. If an insufficient number of Underlying Shares is available
to satisfy fully all elections to exercise the Oversubscription
Privilege, then the available shares will be prorated among those who
exercise the Oversubscription Privilege based upon the number of Rights
exercised by those Holders pursuant to the Basic Subscription
Privilege. Payments received for Underlying Shares which are not
available for purchase will be promptly returned by the independent
exercise agent, American Stock Transfer & Trust Company (the "Exercise
Agent"), without interest. The Rights are evidenced by transferable
certificates.

The Rights will expire at 5:00 p.m., New York City time, on ______,
1994, unless extended as described herein (the "Expiration Date"). A
Holder may exercise Rights by delivering his properly completed and
executed Rights Certificate (or following the procedures for
guaranteed delivery set forth herein), together with payment in full of
the Exercise Price for each Underlying Share subscribed for pursuant to
the Basic Subscription Privilege and the Oversubscription Privilege, to
the Exercise Agent by the Expiration Date.

Joseph Littlejohn & Levy Fund, L.P. (together with its affiliates,
"JLL"), the holder of approximately 27% of the currently outstanding
shares of Common Stock, has agreed that JLL will exercise its Basic
Subscription Privilege in full. Further, JLL has agreed that it will
exercise its Oversubscription Privilege to the extent necessary to
assure that the Company receives gross proceeds of $30 million.

The Common Stock is traded on the NASDAQ National Market System
under the symbol DOSK. On June 13, 1994, the last full day of trading

before the announcement of the Rights Offering, the last reported sale
price of the Common Stock on the NASDAQ National Market System was
$10-7/8. On June __, 1994, the last full day of trading before the
effective date of the Registration Statement, the last reported sale
price of the Common Stock on the NASDAQ National Market System was
$___. Application will be made to include the Rights for trading on
the NASDAQ National Market System.

Questions or requests for assistance or for additional copies of
this Prospectus may be directed to the Exercise Agent at (800) 937-
5449.
_______________

FOR INFORMATION CONCERNING CERTAIN FACTORS THAT SHOULD BE
CONSIDERED BY HOLDERS OF RIGHTS IN CONSIDERING AN INVESTMENT IN THE
COMMON STOCK, SEE "RISK FACTORS."
______________

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.

Exercise Dealer Manager and
Price Soliciting Fees Proceeds to Company(1)
________ __________________ ______________________

Per Share. . . $ (2) $
Total Minimum (3) $ (2) $
Total Maximum (3) $ (2) $

(1) Before deduction of estimated expenses of this offering,
including Dealer Manager fees and Soliciting Dealer fees,
estimated at $ .
(2) See "Plan of Distribution" for information regarding the
Dealer Managers' fee and commissions payable to soliciting
dealers in connection with this offering. No fees or
commissions are payable in respect of Underlying Shares
acquired by JLL.
(3) "Maximum" assumes that all of the Rights issued will be
exercised. "Minimum" assumes that the number of Rights
exercised is such that the Company receives gross proceeds of
$30 million.

The Dealer Managers for this offering are:

Merrill Lynch & Co. Johnson Rice & Company

The date of this Prospectus is , 1994.

AVAILABLE INFORMATION

The Company is subject to the information requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"),
and in accordance therewith files reports, proxy statements and
other information with the Securities and Exchange Commission (the
"Commission"). Such reports, proxy statements and other information
may be inspected and copied at the public reference facilities
maintained by the Commission at Judiciary Plaza, 450 Fifth Street,
N.W., Room 1024, Washington, D.C. 20549; Seven World Trade Center,
13th Floor, New York, New York 10007; and Citicorp Center, 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of such
material can be obtained at prescribed rates from the Public
Reference Section of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549. In addition, material filed by the Company
can be inspected at the offices of the National Association of
Securities Dealers, Inc. at 1735 K Street, N.W., Washington, D.C.,
20006

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

This Prospectus incorporates by reference certain documents
relating to the Company which are not delivered herewith. These
documents (other than the exhibits to such documents, unless such
exhibits are specifically incorporated by reference into such
documents) are available without charge, on oral or written request
by any person to whom this Prospectus is delivered. Written or
telephone requests should be directed to Darian B. Andersen, Esq.,
Secretary and Corporate Counsel, 2601 Northwest Expressway, Suite
1000W , Oklahoma City, Oklahoma 73112 (405) 879-5500.

The following documents, which have been filed by the Company
with the Commission, are hereby incorporated by reference in this
Prospectus:

(i) The Company's Annual Report on Form 10-K for the fiscal
year ended January 1, 1994;

(ii) The Company's Current Report on Form 8-K dated March 17,
1994;

(iii) The Company's Quarterly Report on Form 10-Q for the
quarterly period ended April 2, 1994; and

(iv) The Company's Current Report on Form 8-K dated May 25,
1994.

All documents filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act subsequent to the date of
this Prospectus and prior to the termination of the offering of the
Common Stock shall be deemed to be incorporated by reference into
this Prospectus and to be a part hereof from the respective dates of
filing of such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall
be deemed to be modified or superseded for purposes of this
Prospectus to the extent that a statement contained herein, or in
any other subsequently filed documents that also is or is deemed to
be incorporated by reference herein, modifies or supersedes such
statement. Any such statement so modified or superseded shall not
be deemed, except as so modified or superseded, to constitute a part
of this Prospectus.

___________________

PROSPECTUS SUMMARY
The following summary is qualified in its entirety by the more
detailed information and consolidated financial statements appearing
elsewhere or incorporated by reference herein.

THE COMPANY

The Company is one of the larger producers and marketers of
processed meat products in the United States. The Company's
processed meat products include ham, frankfurters, sausage, bacon,
pepperoni and precooked pizza toppings which are marketed
principally in the United States under proprietary brand names that
include Wilson Foods , Corn King , Wilson's Continental Deli ,
Wilson Foodservice , Doskocil , Doskocil Foods and Jefferson
Meats . The Company sells its products to grocery chains and their
delicatessens, foodservice distributors, warehouse clubs, restaurant
chains, food processors and other institutional customers.

THE ACQUISITION

On June 1, 1994, the Company acquired the Frozen Specialty
Foods division of International Multifoods Corporation ("IMC") for
approximately $135 million (the "Acquisition"). The Acquisition was
financed with borrowings under a $186 million senior secured credit
facility with Chemical Bank (the "New Credit Agreement"). Following
the Acquisition, the Frozen Specialty Foods business was renamed
"Doskocil Specialty Brands Company" ("Specialty Brands"). Specialty
Brands, with revenues for the fiscal year ended February 28, 1994 of
approximately $185 million, is a processor and marketer of prepared
frozen food products for the foodservice and consumer markets.
Major products, most of which are branded, include ethnic foods,
appetizers, entrees and portion meats. Specialty Brands' ethnic
products include Mexican and Italian foods such as burritos and
pasta. The majority of these products is sold to the foodservice
industry. A portion of the Mexican products is also sold to the
retail industry. Specialty Brands' products are sold nationally
through a network of 73 foodservice brokers and 73 retail brokers.
A direct sales force of 30 manages the broker organizations. The
six processing facilities in New York, Missouri, Indiana, New Mexico
and California produce approximately 140 million pounds of frozen
food product annually.

The Company's objective is to increase revenue and earnings
growth rates through both internal means and appropriate
acquisitions in a manner that will continue to improve the level and
consistency of profitability. The key elements of the Company's
strategy include: (i) becoming a broad-based food company by
diversifying and expanding into complementary product lines; (ii)
expanding market share in the growing food service and deli markets;
(iii) continuing emphasis on higher margin processed food products;
and (iv) upgrading and rationalizing manufacturing and distribution
operations. Implementation of these strategies will focus the
Company's business on higher growth and higher margin food segments
thereby transforming the Company from a meat processor to a broad-
based food company. The Company believes that the Acquisition
furthers its objective.

THE RIGHTS OFFERING

Rights . . . . . . . . Each record holder of Common Stock
and warrants to acquire Common Stock
("Warrants") at the close of
business on the Record Date
("Recordholders") will receive ____
transferable Rights for each share
of Common Stock held of record or
acquirable upon exercise of Warrants
on the Record Date. The number of
Rights distributed to each
Recordholder will be rounded up to
the nearest whole number and no
fractional Rights or cash in lieu
thereof will be distributed or paid.
Each whole Right entitles the holder
thereof to purchase from the Company
one share of Common Stock (an
"Underlying Share"). An aggregate
of approximately shares of
Common Stock will be sold in this
offering upon the exercise of
Rights, assuming the exercise of all
Rights. The distribution of Rights
and the sale of shares of Common
Stock upon the exercise of Rights or
pursuant to the Oversubscription
Privilege are referred to herein as
the "Rights Offering."

Exercise Price . . . . $_____ per share of Common Stock
(the "Exercise Price").

Basic Subscription Privilege
Rights holders ("Holders") are entitled to
purchase for the Exercise Price one
Underlying Share for each whole Right held,
subject to reduction by the Company for the
purpose of avoiding the loss of certain
federal income tax benefits to the Company
as described below. See "The Rights
Offering -- Subscription Privileges --
Basic Subscription Privilege."

Oversubscription Privilege
Each Holder who elects to exercise his
Basic Subscription Privilege in full may
also subscribe at the Exercise Price for
additional shares of Common Stock up to the
total number of Underlying Shares, subject
to reduction by the Company for the purpose
of avoiding the loss of certain federal
income tax benefits to the Company as
described below. If an insufficient number
of Underlying Shares is available to
satisfy fully all elections to exercise the
Oversubscription Privilege, then the
available Underlying Shares will be
prorated among Holders who exercise their
Oversubscription Privilege based upon the
respective numbers of Rights exercised by
those Holders pursuant to the Basic
Subscription Privilege. See "The Rights
Offering--Subscription Privileges--
Oversubscription Privilege."

Potential Reduction . . If the Company believes that the
issuance of Underlying Shares
pursuant to the Basic Subscription
Privilege or Oversubscription
Privilege will have an adverse
effect upon the Company's ability to
utilize certain federal income tax
benefits, then the Company will have
the right to reduce the number of
Underlying Shares issuable to all
Holders exercising the Basic
Subscription Privilege or the
Oversubscription Privilege, pro
rata, or to any individual Holder
whose exercise of the Basic
Subscription Privilege or the
Oversubscription Privilege may
create such adverse effect, to the
extent necessary in the opinion of
the Company to avoid such adverse
effect. See "Risk Factors--
Continuation of Net Operating Loss
Carryforwards" and "The Rights
Offering--Subscription Privileges--
Oversubscription Privilege."

Method of Exercising Rights
A Holder may exercise Rights by properly
completing and signing the certificate
evidencing the Rights (a "Rights
Certificate") and forwarding such Rights
Certificate (or following the Guaranteed
Delivery Procedures described herein), with
payment of the full Exercise Price for each
Underlying Share subscribed for, pursuant
to the Basic Subscription Privilege and the
Oversubscription Privilege, to American
Stock Transfer & Trust Company, as Exercise
Agent, on or prior to the Expiration Date.
IF REGULAR MAIL IS USED TO FORWARD RIGHTS
CERTIFICATES, IT IS RECOMMENDED THAT
INSURED, REGISTERED MAIL BE USED. See "The
Rights Offering--Method of Exercising
Rights." No interest will be paid on funds
delivered in payment of the Exercise Price.

Record Date . . . . . . ________________, 1994.

Expiration Date . . . . 5:00 p.m., New York City time, on
, 1994, unless
extended by the Company at its
option.

No Revocation . . . . . HOLDERS WHO EXERCISE THEIR RIGHTS
WILL NOT BE ENTITLED TO REVOKE THEIR
SUBSCRIPTIONS.

Transferability . . . . Rights are transferable until the
Expiration Date and, if a market for
the Rights develops, may be traded
on the NASDAQ National Market System
until the close of business on the
Expiration Date. There can be no
assurance that a market for the
Rights will develop. See "The
Rights Offering--Method of
Transferring Rights."

Amendments; Termination The Company reserves the right to
amend the terms and conditions of
the offering made hereby or to
terminate the Rights Offering at any
time prior to delivery of the shares
of Common Stock offered hereby. See
"The Rights Offering -- Amendments
and Waivers; Termination."

Procedure for Foreign Holders
Rights Certificates will not be mailed to
holders of Common Stock or Warrants whose
addresses are outside the United States and
Canada, or who have an Army Post Office
("APO") or Fleet Post Office ("FPO")
address but will be held by the Exercise
Agent for their account. To exercise the
Rights represented thereby, such holders
must notify the Exercise Agent on or prior
to ________, 1994. See "The Rights
Offering -- Foreign Stockholders."

Persons Holding Shares Through Others
Persons holding shares of Common Stock and
receiving the Rights distributable with
respect thereto through a broker, dealer,
commercial bank, trust company or other
nominee should promptly contact the
appropriate institution or nominee and
request it to effect the transactions for
them. See "The Rights Offering -- Exercise
of Rights."

Certain Tax Consequences
Generally, Holders will not
recognize any gain or loss upon
receipt or exercise of Rights. See
"Certain United States Federal
Income Tax Consequences."

Shares Currently Outstanding
7,940,168 as of May 23, 1994.

Shares Outstanding After the
Rights Offering . . 13,203,326, assuming that all
Rights are exercised at an Exercise
Price of $9.50 per share (the
midpoint of the range of Exercise
Prices set forth on the cover page
of this Prospectus) (the "Maximum
Subscription"); 11,098,063, assuming
that the number of Rights exercised
is such that the Company receives
$30 million in gross proceeds and
that such Rights are exercised at an
Exercise Price of $9.50 per share
(the midpoint of the range set forth
on the cover of this Prospectus)
(the "Minimum Subscription").

Exercise Agent . . . . American Stock Transfer & Trust
Company is acting as the Exercise
Agent. See "The Rights Offering --
Exercise Agent" for addresses and
information relating to the delivery
of Rights Certificates and the
payment of the Exercise Price. The
Exercise Agent is acting as the
information agent for the Rights
Offering. The Exercise Agent's
toll-free telephone number is (800)
937-5449.

Use of Proceeds . . . . The purpose of the Rights Offering
is to strengthen the Company's
capital structure and enhance its
ability to obtain future financing
so as to enable the Company to
continue its growth through both
internal means and appropriate
acquisitions. The net proceeds to
the Company from the sale of the
Underlying Shares will be between
approximately $29.1 million and
$48.9 million depending on the
number of Rights exercised. Such
net proceeds will be used to repay
indebtedness under the New Credit
Agreement and for general corporate
purposes. See "Use of Proceeds."

Principal Stockholder . Joseph Littlejohn & Levy Fund, L.P.
(together with its affiliates,
"JLL"), the holder of approximately
27% of the currently outstanding
shares of Common Stock, has agreed
that JLL will exercise its Basic
Subscription Privilege in full. In
addition, JLL has agreed that it
will exercise its Oversubscription
Privilege to the extent necessary to
assure that the Company receives
gross proceeds of $30 million.

NASDAQ National Market
System Symbols . . . Common Stock -- "DOSK"; Rights --
"DOSKR."

See "Risk Factors" for a discussion of certain factors that should
be considered by Holders in evaluating an investment in Common
Stock.

RISK FACTORS

In addition to the other information included in this
Prospectus, the following factors should be considered carefully by
each prospective purchaser of the Common Stock.

ABSENCE OF PROFITABLE OPERATIONS

The Company realized a $32 million net loss in fiscal 1993 and
a $27 million net loss in fiscal 1992 as a result of a one-time
charge to earnings of approximately $34.4 million in fiscal 1993 in
connection with recognition of certain retiree medical benefit
expenses and a provision of $32 million for plant closings in fiscal
1992. There can be no assurance that the Company will be profitable
in future periods.

LEVERAGE

The Company currently has a significant amount of outstanding
indebtedness. At April 2, 1994, the Company had long-term
indebtedness (excluding current maturities) of approximately $131.7
million and, on a pro forma basis, at April 2, 1994, after giving
effect to the Acquisition and the Rights Offering (assuming the
Minimum Subscription and Maximum Subscription), the Company would
have had long-term indebtedness of approximately $244.3 million and
$224.5 million, respectively.

The degree to which the Company is leveraged could have
important consequences to the Company, including: (i) increased
vulnerability to adverse general economic and industry conditions,
(ii) impaired ability to obtain additional financing for future
working capital, capital expenditures, acquisitions, general
corporate purposes or other purposes, and (iii) dedication of a
substantial portion of the Company's cash flow from operations to
the payment of principal and interest on indebtedness, thereby
reducing the funds available for operations and future business
opportunities. In addition, the New Credit Agreement contains
certain covenants which could limit the Company's operating and
financial flexibility.

CONTINUATION OF NET OPERATING LOSS CARRYFORWARDS

The Company currently has net operating loss carryforwards for
Federal income tax purposes of approximately $133 million.
Acquisitions of Common Stock by persons who are not currently
holders of Common Stock, or by current holders whose acquisition
would increase or maintain their equity ownership in the Company
above five percent, could result in an "ownership change" within the
meaning of section 382 of the Internal Revenue Code of 1986, as
amended (the "Code"), thereby imposing an annual limitation (the
"Section 382 Limitation") on the Company's ability to utilize the
net operating loss carryforward to reduce future taxable income.
Specifically, in the event of an "ownership change," the Company's
utilization of its net operating loss carryforwards would be limited
to an annual amount equal to the product of the equity value of the
Company at the time of such "ownership change" (subject to reduction
with respect to certain recent increases in value) multiplied by the
long-term tax-exempt rate as published monthly by the Internal
Revenue Service, without extending the expiration date of the net
operating loss carryforwards. The long-term tax-exempt rate is
currently 6.01%, however, such rate is subject to change, and it is
impossible to predict whether the equity value of the Company and
such rate will increase or decrease, and to what extent. See
"Certain United States Federal Income Tax Consequences -- Tax
Consequences to Company."

If the Company believes that the issuance of Underlying Shares
pursuant to the Basic Subscription Privilege or the Oversubscription
Privilege will cause an "ownership change," then the Company will
have the right to reduce the number of Underlying Shares issuable to
all holders exercising the Basic Subscription Privilege or the
Oversubscription Privilege, pro rata, or to any individual Holder or
Holders whose exercise of the Basic Subscription Privilege or the
Oversubscription Privilege may cause an "ownership change," to the
extent necessary in the sole discretion of the Company to prevent
such "ownership change." Notwithstanding the foregoing, the Rights
Offering increases the likelihood that an "ownership change" will
occur in the future, and it is impossible for the Company to ensure
that such "ownership change," will not occur, in part because the
Company has no ability to restrict the acquisition or disposition of
Common Stock by persons whose ownership could cause an "ownership
change." In addition, the Company may in the future take certain
actions which could give rise to an ownership change, if in the
exercise of the business judgment of the Company such actions are
necessary or appropriate. If an "ownership change" were to occur
subsequent to the Rights Offering, the Section 382 Limitation could
have a material adverse impact upon the Company's earnings and upon
the Company's cash flow.

RAW MATERIAL AND PRICING CONSIDERATIONS

The Company's results of operations and financial condition are
affected by the cost and supply of raw materials, including pork,
beef, poultry and produce, and by the selling prices for some of its
products, both of which are determined by constantly changing market
forces of supply and demand over which the Company has limited
control. Severe price swings in such raw materials, and the
resultant impact on the prices the Company charges for its products,
have at times had, and may in the future have, material adverse
effects on the demand for the Company's products and its profits.

The Company utilizes several techniques for reducing the risk
of future raw materials price increases. These techniques include
purchasing and freezing raw materials and finished products during
periods of the year when raw material prices are low and entering
into futures contracts for raw materials.

PRINCIPAL STOCKHOLDER

JLL owns approximately 27% of the currently outstanding shares
of Common Stock and has agreed that it will exercise its Basic
Subscription Privilege in full. Accordingly, upon consummation of
the Rights Offering, JLL will continue to own at least 27% of the
outstanding shares of Common Stock. If JLL acquires Underlying
Shares pursuant to the exercise of its Oversubscription Privilege,
it will increase its percentage ownership of Common Stock after the
Rights Offering. Depending upon the number of shares subscribed for
by others, the percentage of the outstanding Common Stock owned by
JLL upon completion of the Rights Offering will range from
approximately 27% (in the event that all stockholders exercise their
Rights in full) to approximately 45%. Further, pursuant to the
terms of a stock purchase agreement, dated February 16, 1993 between
the Company and JLL (the "JLL Stock Purchase Agreement"), JLL is
entitled to designate for nomination to the Company's Board of
Directors (the "JLL Designees") one less than the number of persons
that would constitute a majority of the members of the Company's
Board of Directors, and the Company has agreed to nominate and use
its best efforts to cause such persons to be elected. The number of
JLL Designees is subject to reduction in the event that JLL's Common
Stock ownership percentage decreases. JLL's level of ownership is
expected to enable it to continue to exert significant influence on
the Company's affairs.

RESIGNATION OF OFFICERS

On October 29, 1993, John T. Hanes, the Company's Chairman,
President and Chief Executive Officer announced his intent to retire
as an officer and director of the Company, effective upon the
appointment of a successor. Although the Company is currently
seeking to find a replacement for Mr. Hanes, there can be no
assurances as to when a suitable replacement will be found. Mr.
Hanes has agreed to continue to serve in his current capacity until
his successor is appointed. In addition, three other senior
officers of the Company, including the Company's Chief Financial
Officer, have resigned. It is anticipated that replacements for
such officers, if appropriate, will be named after the appointment
of the successor to Mr. Hanes.

DIVIDEND RESTRICTIONS

The Company has not paid dividends on the Common Stock since
its issuance in 1991. The Company does not expect to pay any cash
dividends in the foreseeable future and intends to continue to
retain any earnings for the Company's operations. Additionally,
payment of such dividends is limited by the terms of the New Credit
Agreement and the indenture governing its 9-3/4% Senior Subordinated
Redeemable Notes due 2000 (the "9 % Notes"). See "Price Range of
Common Stock and Dividends" and "Description of Capital Stock --
Common Stock."

MARKET CONSIDERATIONS

There can be no assurance that the market price of the Common
Stock will not decline during the subscription period or that,
following the issuance of the Rights and the sale of the Underlying
Shares upon exercise of Rights, a subscribing Holder will be able to
sell shares purchased in the Rights Offering at a price equal to or
greater than the Exercise Price. The election of a Holder to
exercise Rights in the Rights Offering is irrevocable. Moreover,
until certificates are delivered, subscribing Holders may not be
able to sell the shares of Common Stock that they have purchased in
the Rights Offering. Certificates representing shares of Common
Stock purchased will be delivered as soon as practicable after
consummation of the Rights Offering.

No interest will be paid to Holders on funds delivered to the
Exercise Agent pursuant to the exercise of Rights pending delivery
of Underlying Shares.

ABSENCE OF PUBLIC MARKET FOR RIGHTS

Although the Company intends to apply for listing of the Rights
on the NASDAQ National Market System, no assurance can be given that
an active trading market for the Rights will develop.

THE COMPANY

The Company was incorporated in 1964 under the laws of the
State of Delaware. Its executive offices are located at 2601
Northwest Expressway, Suite 1000W, Oklahoma City, Oklahoma 73112 and
its telephone number is (405) 879-5500.

THE ACQUISITION

On June 1, 1994, the Company acquired Specialty Brands for
approximately $135 million. The Acquisition was financed with
borrowings under the New Credit Agreement. Specialty Brands, with
revenues for the fiscal year ended February 28, 1994 of
approximately $185 million, is a processor and marketer of prepared
frozen food products for the foodservice and consumer markets.
Major products, most of which are branded, include ethnic foods,
appetizers, entrees and portion meats. Specialty Brands' ethnic
products include Mexican and Italian foods such as burritos and
pasta. The majority of these products is sold to the foodservice
industry. A portion of the Mexican products is also sold to the
retail industry. Specialty Brands' products are sold nationally
through a network of 73 foodservice brokers and 73 retail brokers.
A direct sales force of 30 manages the broker organizations. The
six processing facilities in New York, Missouri, Indiana, New Mexico
and California produce approximately 140 million pounds of frozen
food product annually.

PRICE RANGE OF COMMON STOCK AND DIVIDENDS

The Common Stock was and is traded on the NASDAQ National
Market System under the following symbols: (i) "DOSKV" from
November 1, 1991, to January 14, 1992; and (ii) "DOSK" as of and
since January 15, 1992. 7,940,168 shares of the Common Stock were
outstanding as of May 23, 1994. The number of holders of record of
Common Stock at March 28, 1994 was approximately 8,411.

The following table sets forth the range of high and low
closing bid prices for the Common Stock for each full quarterly
period in fiscal 1993 and fiscal 1992, respectively, as quoted by
the NASDAQ National Market System. The Common Stock traded in the
over-the-counter market on a "when issued" basis from November 1,
1991 until January 14, 1992. The Common Stock began to trade on a
"regular way" basis as of January 15, 1992. These prices represent
quotations between dealers without retail mark-ups, mark-downs, or
commissions and may not necessarily represent actual transactions.
The Common Stock is traded on the NASDAQ National Market System
under the symbol DOSK. On June 13, 1994, the last full day of
trading before the announcement of the Rights Offering, the last
reported sale price of the Common Stock on the NASDAQ National
Market System was $10-7/8. On , 1994, the last full
day of trading before the effective date of the Registration
Statement, the last reported sale price of the Common Stock on the
NASDAQ National Market System was $___.

High Bid Low Bid

Fiscal 1992
First Quarter $18-3/4 $ 8-3/8
Second Quarter $17-1/2 $12-1/4
Third Quater $14-1/2 $11-1/2
Fourth Quarter $16-7/8 $10-1/2

Fiscal 1993
First Quarter $16-1/2 $13-1/2
Second Quarter $17 $14-3/4
Third Quarter $15-5/8 $10
Fourth Quarter $12 $ 9-5/8

Fiscal 1994
First Quarter $15-1/4 $10-3/8
Second Quarter $13-1/2 $10
(through June 13, 1994)

The Company has not paid any cash dividends on the Common Stock
since its issuance in 1991. The Company does not expect to pay any
dividends in the foreseeable future and intends to continue to
retain any such earnings for the Company's operations.
Additionally, payment of such dividends is limited by the terms of
the New Credit Agreement and the indenture governing the 9 % Notes.

CAPITALIZATION

The following table sets forth the capitalization of the
Company and its consolidated subsidiaries as of April 2, 1994 and as
adjusted to reflect the consummation of the Acquisition and the
Rights Offering assuming the Exercise Price is $9.50 (the midpoint
of the range set forth on the cover page of this Prospectus) and (i)
the Minimum Subscription and (ii) the Maximum Subscription. This
table should be read in conjunction with the Consolidated Financial
Statements of the Company and related Notes thereto incorporated by
reference in this Prospectus.

As of April 2, 1994
______________________
(Dollars in Thousands)

Actual Pro Forma(1) As Adjusted
______ ____________ Minimum Maximum
Subscrip- Subscrip-
tion tion
_________ __________
Current maturities
of long-term debt . . $ 2,745 $ 10,917 $ 2,917 $ 2,917

Long-term debt . . . . $131,654 $265,428 $244,328 $224,528

Stockholders' equity:
Preferred Stock, 4 million shares authorized;
none issued . . . . . - - - -

Common Stock, $.01 par value;
20,000,000 shares authorized;
7,939,173 shares issued and outstanding
(11,097,068 as adjusted assuming
Minimum Subscription and 13,202,331
as adjusted assuming Maximum
Subscription) 79 79 111 132
Capital in excess of par
value 112,523 112,523 141,591 161,370
Retained earnings
(deficit)(2) (55,388) (56,835) (57,305) (57,599)
Minimum pension liability
adjustment ( 1,575) (1,575) (1,575) (1,575)
Unearned compensation ( 192) (192) (192) (192)
_______ _______ _______ ______
Total stockholders' equity 55,447 54,000 82,630 102,136
_______ _______ _______ ______
Total capitalization $187,101 $319,428 $326,958 $326,664
======== ======== ======== ========

(1) After giving effect to the Acquisition and repayment of
indebtedness under the Company's previous bank credit facility
(the "Old Credit Agreement") with borrowings under the New
Credit Agreement.

(2) Adjusted for the net effect of extinguishing the Old Credit
Agreement and write-off of debt issue costs resulting from the
application of the proceeds of the Rights Offering to reduce debt
under the New Credit Agreement.

SELECTED HISTORICAL FINANCIAL DATA

The following table sets forth certain historical
financial data with respect to the Company on a consolidated basis.
This table is principally derived from and should be read in
conjunction with the Company's historical consolidated financial
statements and related notes thereto and management's discussions
and analysis of financial condition and results of operations
incorporated by reference herein. As a result of the adoption of
Fresh Start Reporting, historical financial data for periods ended
prior to September 29, 1991 is that of a different reporting entity
and is not prepared on a basis comparable to financial data for
periods ending after that date.

<TABLE>
<CAPTION>
Post-Confirmation Pre-Confirmation
__________________________________________________________________ ________________________________________
Three Months Three Months Fiscal Year Fiscal Year Three Months Nine Months
Ended Ended Ended Ended Ended Ended Fiscal Year Ended
April 2, April 3, January 1, January 2, December 28, September 28, December 29, December 30,
1994 1993 1994 1993 1991 1991 1990 1989
(In thousands, except per share amounts)

<S> <C> <C> <C> <C> <C> <C> <C> <C>
Income Statement Data
_____________________

Net Sales $156,223 $144,555 $648,207 $770,687 $208,691 $611,529 $877,568 $ 1,133,398

Gross profit 26,741 24,083 110,677 109,338 32,744 77,986 97,070 98,454
Total operating
expenses 24,265 22,423 94,180 124,442(3) 23,891 68,926 87,909 96,161
________ _______ ________ ________ ________ _______ _______ _________

Operating income
(loss) $ 2,476 $ 1,660 $ 16,497 $(15,104)(3) $ 8,853 $ 9,060 $ 9,161 $ 2,293

Income (loss) from
continuous
operations $ (478) $ (1,530) $ 2,407 $(26,834)(3) $ 3,943 $(48,424)(4) $ (32,562)(4) $ (29,254)

Net income (loss) $ (478) $(35,956)(1) $(32,019)(1) $(26,834)(3) $ 3,943 $ 65,370(4) $ (25,290)(4) $ (7,857)

Earnings (loss) per
share: (6)
Income (loss)
from continuing
operations $ (0.06) $ (0.25) $ 0.32 $ (4.63) $ 0.68 $ (9.46)(4) $ (6.37)(4) $ (5.74)
Net income (loss) $ (0.06) $ (5.88)(1) $ (4.32)(1) $ (4.63) $ 0.68 $ 12.78(5) $ (4.94) $ (1.54)

Balance Sheet Data
(at period end)
__________________

Working capital(7) $ 35,808 $ 20,251 $ 31,152 $ 14,428 $ 15,852 $ 16,938 $ 2,632 $ 44,379
Total assets 314,100 321,498 316,881 290,978 311,912 321,200 438,534 461,520
Long-term debt(7) 131,654 116,150 127,906 137,305 140,455 149,402 301,299 221,449
Total long-term
obligations(7) 211,724 196,893 207,893(2) 157,036 146,726 156,106 301,299 260,460
Stockholders' equity 55,447 52,865 55,569 61,639 88,075 84,132 31,034 56,304

Cash Flow and Capital
Expenditures Data
_____________________

Depreciation $ 2,572 $ 2,277 $ 9,166 $ 11,479 $ 3,047 $ 10,504 $ 10,135 $ 10,699
Amortization(8) 1,546 1,546 6,183 6,307 1,436 3,963 4,676 3,419
EBITDA(9) 7,063 6,205 32,024 2,794 13,296 23,589 23,256 16,713
Capital expenditures 2,654 2,574 19,690 6,604 1,193 5,816 1,606 7,581

Net cash provided
(used) by operating
activities (697) (2,875) 18,138 1,088 14,599 (3) (32) (12,507)
_______________________

<FN>
(1) Includes the cumulative effect on years prior to fiscal year
ended January 1, 1994 for a change in accounting for postretirement medical benefits of a noncash charge against
earnings of $34.4 million.

(2) Includes the recognition of a long-term liability of $65.4 million for postretirement medical benefits.

(3) Includes a $32 million provision for plant closings.

(4) Includes reorganization expenses of $41.0 million and $12.7 million for the nine months ended September 28, 1991 and year
ended December 29, 1990.

(5) Includes an extraordinary gain of $113.8 million for the forgiveness of debt as part of the Chapter 11 reorganization of
the Company which became effective on October 31, 1991 and
reorganization expenses of $41.0 million.

(6) The per share amounts for fiscal years 1989 and 1990 and the
period ended September 28, 1991 do not provide meaningful comparisons due to the Company's Chapter 11 reorganization.

(7) Certain long-term obligations which were classified as current
liabilities in fiscal 1989 and fiscal 1990, due to bankruptcy proceedings, have been reclassified as long-term obligations
order to be consistent with the current year's presentation.

(8) Amortization of intangible assets only. Does not include
amortization of certain other items included in interest expense of $0.2 million for the three months ended April 2,
1994, $0.7 million in the fiscal year ended January 1, 1994,
$4.1 million in the nine months ended September 28, 1991, $4.9
million and $6.3 million in the fiscal years ended December 29, 1990 and December 30, 1989, respectively.

(9) EBITDA represents income (loss) from continuing operations
before income taxes, extraordinary items and cumulative effect
of a change in accounting principle, interest and financing
costs, depreciation and amortization. EBITDA should not be
considered as an alternative to, or more meaningful than,
operating income or cash flow as an indication of the Company's
operating performance. EBITDA has been presented here to
provide additional information related to monitoring compliance
with certain restrictive covenants contained in certain of the
Company's debt instruments. Under the covenants of the 9 3/4%
Notes and the New Credit Agreement, EBITDA is defined
differently than in the above table.
</TABLE>

PRO FORMA FINANCIAL DATA
YEAR ENDED JANUARY 1, 1994

Presented below is certain unaudited summary pro forma
financial information which assumes that the Acquisition and Rights
Offering had occurred on January 3, 1993, that the Exercise Price is
$9.50 (the midpoint of the range set forth on the cover of this
Prospectus) and that all net proceeds from the Rights Offering are
used to repay indebteness under the New Credit Agreeement. The pro
forma combined results of operations are not necessarily indicative
of results of operations that would have resulted had the
Acquisition and Rights Offering actually occurred on January 3,
1993, nor are they necessarily indicative of future results of
operations. For more detailed information regarding the pro forma
financial statements, see the Company's Form 8-K dated March 17,
1994, incorporated herein by reference.

The pro forma combined results of operations do not give effect
to the net extraordinary charge of $1.5 million which will be
incurred as a result of extinguishing the Old Credit Agreement, nor
the effect of a net, non-recurring write-off of $.5 million and $.8
million, respectively, of debt issue costs resulting from the
application of the minimum and maximum net proceeds of the Rights
Offering to reduce outstanding debt under the New Credit Agreement.

<TABLE>
<CAPTION>
Pro Forma
Combined
After Rights
Offering
_____________

Specialty Acquisition Pro Forma Minimum Maximum
Company Brands Adjustments Combined Subscription Subscription
_______ _________ ___________ _________ ____________ ____________
(In thousands, except per share amounts)

<S> <C> <C> <C> <C> <C> <C>
Income Statement
Data

Net Sales $648,207 $183,330 $ _ $831,537 $831,537 $831,537

Gross profit 110,677 53,528 1,465 165,670 165,670 165,670

Operating income 16,497 11,958 1,802 30,257 30,257 30,257

Income before
income taxes and
cumulative effect
of changes in
accounting 2,826 12,010 (5,491) 9,345 11,349 12,705

Income before
cumulative effect
of changes in
accounting $ 2,407 $ 6,966 $(3,295) $ 6,078 $ 7,280 $ 8,094
________ ________ ________ ________ ________ ________
________ ________ ________ ________ ________ ________
Earnings per share
(income before
cumulative
effect of changes
in accounting) $ 0.32 $ 0.82 $ 0.69 $ 0.64
________ ________ ________ ________
________ ________ ________ ________

Weighted average
shares outstanding 7,419 7,419 10,577 12,682
________ ________ ________ ________
________ ________ ________ ________

</TABLE>
THREE MONTHS ENDED APRIL 2, 1994

Presented below is certain summary pro forma financial
information which assumes, for purposes of the income statement
data, that the Acquisition and Rights Offering had occurred on
January 2, 1994, and for purposes of the balance sheet data, that
the Acquisition and Rights Offering had occurred on April 2, 1994,
in each case that the Exercise Price is $9.50 (the midpoint of the
range set forth on the cover of this Prospectus) and that all net
proceeds from the Rights Offering are used to repay indebtdness
under the New Credit Agreement. The pro forma combined results of
operations are not necessarily indicative of results of operations
that would have resulted had the Acquisition and Rights Offering
actually occurred on January 2, 1994, nor are they necessarily
indicative of future results of operations. For more detailed
information regarding the pro forma financial statements, see the
Company's Form 8-K dated May 25, 1994, incorporated herein by
reference.

Pro Forma
Combined
After Rights
Offering
_____________

<S> <C> <C> <C> <C> <C> <C>
Net Sales $156,223 $ 46,447 $ _ $202,670 $202,670 $202,670

Gross profit 26,741 14,273 161 41,175 41,175 41,175

Operating income 2,476 3,686 95 6,257 6,257 6,257

Income (loss)
before income
taxes (1,260) 3,713 (2,305) 148 730 1,124

Net income (loss) $ (478) $ 2,151 $(1,383) $ 290 $ 639 $ 876
_________ _______ _______ ________ ________ ________
_________ _______ _______ ________ ________ ________

Earnings (loss)
per share $ (0.06) $ 0.04 $ .06 $ 0.07
_________ ________ ________ ________
_________ ________ ________ ________

Weighted average
shares
outstanding $ 7,921 7,921 11,079 13,184
_________ ________ ________ ________
_________ ________ ________ ________

Balance Sheet Data
(at period end)
__________________

Current assets $ 82,737 $ 37,589 $(5,433) $114,893 $114,893 $114,893

Property, plant
and equipment,
net 80,709 44,434 (1,634) 123,509 123,509 123,509

Intangible and other
assets, net 150,654 29,417 46,436 226,507 226,037 225,743
_________ _______ _______ ________ ________ ________

Total assets $314,100 $111,440 $ 39,369 $464,909 $464,439 $464,145
_________ _______ _______ ________ ________ ________
_________ _______ _______ ________ ________ ________

Current
liabilities $ 46,929 $ 13,162 $ 5,320 $ 65,411 $ 57,411 $ 57,411

Long term debt 131,654 ------ 133,774 265,428 244,328 224,528

Other long term
liabilities 80,070 16,028 (16,028) 80,070 80,070 80,070

Stockholders'
equity 55,447 82,250 (83,697) 54,000 82,630 102,136
_________ _______ _______ ________ ________ ________

Total liabilities
and stockholders'
equity $314,100 $111,440 $ 39,369 $464,909 $464,439 $464,145
_________ _______ _______ ________ ________ ________
_________ _______ _______ ________ ________ ________
</TABLE>

USE OF PROCEEDS

The purpose of the Rights Offering is to strengthen the
Company's capital structure and enhance its ability to obtain future
financing so as to enable the Company to continue its growth through
both internal means and appropriate acquisitions. In the event of
the Maximum Subscription, the net proceeds to the Company are
estimated to be approximately $48.9 million. In the event of the
Minimum Subscription, the net proceeds to the Company are estimated
to be approximately $29.1 million. The Company intends to use the
net proceeds from the sale of the Underlying Shares to repay
indebtedness under the New Credit Agreement and for general
corporate purposes.

THE RIGHTS OFFERING

THE RIGHTS

The Company is issuing the Rights to Recordholders at no charge
to such Recordholders. The Company is issuing ___ Rights for each
share of Common Stock held or acquirable upon the exercise of
Warrants on the Record Date. The Rights are evidenced by
transferable Rights Certificates, which are being distributed
contemporaneously with the delivery of this Prospectus.

No fractional Rights or cash in lieu thereof will be issued or
paid. The number of Rights issued to each Recordholder will be
rounded up to the nearest whole number. A depository, bank, trust
company, securities broker or dealer holding shares of Common Stock
on the Record Date for more than one beneficial owner may, upon
proper showing to the Exercise Agent, exchange its Rights
Certificates to obtain a Rights Certificate for the number of Rights
to which all such beneficial owners in the aggregate would have been
entitled had each been a Recordholder; no other Rights Certificates
may be so divided as to increase the number of Rights to which its
original recipient was entitled. The Company reserves the right to
refuse to issue any Rights Certificates if such issuance would be
inconsistent with the principle that each beneficial owner's
holdings will be rounded up to the nearest whole Right.

Because the number of Rights issued to each Recordholder will
be rounded up to the nearest whole number, beneficial owners of
Common Stock or Warrants who are also the record holders of their
securities will receive more Rights under certain circumstances than
beneficial owners of Common Stock who are not the record holders of
their securities and who do not obtain (or cause the Recordholder to
obtain) a separate Rights Certificate with respect to the shares or
Warrants beneficially owned by them, including shares held in an
investment advisory or similar account. To the extent that
Recordholders or beneficial owners who obtain a separate Rights
Certificate receive more Rights, they will be able to subscribe for
more shares pursuant to the Basic Subscription Privilege.

EXPIRATION DATE

The Rights will expire at 5:00 p.m., New York City time, on
___________, 1994, subject to extension in the discretion of the
Company. After the Expiration Date, unexercised Rights will be
null and void. The Company will not be obligated to honor any
purported exercise of Rights received by the Exercise Agent after
the Expiration Date, regardless of when the documents relating to
that exercise were sent, except pursuant to the Guaranteed Delivery
Procedures described below.

SUBSCRIPTION PRIVILEGES

Basic Subscription Privilege

Subject to the possible reduction described below, each Right
entitles the holder thereof to purchase at the Exercise Price one
Underlying Share (the "Basic Subscription Privilege"). Certificates
representing Underlying Shares purchased pursuant to the Basic
Subscription Privilege will be delivered to subscribers as soon as
practicable after the Expiration Date.

Oversubscription Privilege

Subject to the allocation and possible reduction described
below, each Right also carries the right of the Holder to
subscribe, at the Exercise Price, for additional Underlying Shares
up to the total number of Underlying Shares (the "Oversubscription
Privilege"). Only Holders who exercise the Basic Subscription
Privilege in full will be entitled to exercise this Oversubscription
Privilege.

Underlying Shares will be available for purchase pursuant to
the Oversubscription Privilege only to the extent that any
Underlying Shares are not subscribed for through the Basic
Subscription Privilege or are not issuable pursuant to the Basic
Subscription Privilege as a result of a reduction in the number of
shares issuable to a Holder or Holders by the Company as described
below. See "-- Potential Reduction." If the Underlying Shares not
subscribed for or issuable through the Basic Subscription Privilege
(the "Excess Shares") are not sufficient to satisfy all
subscriptions pursuant to the Oversubscription Privilege, the Excess
Shares will be allocated pro rata (subject to the elimination of
fractional shares) among those holders of Rights exercising the
Oversubscription Privilege in proportion to the number of Rights
exercised by each Holder pursuant to the Basic Subscription
Privilege, relative to the number of Rights exercised pursuant to
the Basic Subscription Privilege by all Holders exercising the
Oversubscription Privilege, provided, however, that if such pro rata
allocation results in any Holder being allocated a greater number of
Excess Shares than such Holder subscribed for pursuant to the
exercise of that Holder's Oversubscription Privilege, then such
Holder will be allocated only that number of Excess Shares for which
such Holder oversubscribed, and the remaining Excess Shares will be
allocated among all other Holders exercising the Oversubscription
Privilege on the same pro rata basis outlined above; such proration
will be repeated until all Excess Shares have been allocated to the
full extent of the Oversubscription Privileges exercised. If a
proration of the Excess Shares results in a Holder receiving fewer
Excess Shares than such holder subscribed for pursuant to the
Oversubscription Privilege, then the excess funds paid by that
Holder as the Exercise Price for shares not issued will be returned
without interest or deduction. Certificates representing Underlying
Shares purchased pursuant to the Oversubscription Privilege will be
delivered to subscribers as soon as practicable after the Expiration
Date and after all prorations and adjustments contemplated by the
terms of the Rights Offering have been effected.

In order to exercise the Oversubscription Privilege, banks,
brokers, and other nominee holders of Rights who exercise the
Oversubscription Privilege on behalf of beneficial owners of Rights
will be required to certify to the Exercise Agent and the Company
the aggregate number of Rights as to which the Oversubscription
Privilege has been exercised and the number of Underlying Shares
thereby subscribed for by each beneficial owner of Rights on whose
behalf such nominee holder is acting. Copies of the Nominee Holder
Certification form may be obtained from the Exercise Agent.

Potential Reduction

If the Company believes, following the Expiration Date, that
the issuance of Underlying Shares pursuant to the Basic Subscription
Privilege or the Oversubscription Privilege will have an adverse
effect upon its ability to utilize its net operating loss
carryforwards (including its built-in losses), then the Company will
have the right to reduce the number of Underlying Shares issuable to
all Holders exercising the Basic Subscription Privilege or the
Oversubscription Privilege pro rata, or to any individual Holder
whose exercise of the Basic Subscription Privilege or
Oversubscription Privilege may create such adverse effect, to the
extent necessary in the sole opinion of the Company to avoid such
adverse effect. See "Risk Factors -- Continuation of Net Operating
Loss Carryforwards." Such opinion of the Company shall be
conclusive and binding.

EXERCISE OF RIGHTS

Holders may exercise their Rights by delivering to the Exercise
Agent, at the address specified below, at or prior to the Expiration
Date, the properly completed and executed Rights Certificate(s)
evidencing those Rights, with any signatures guaranteed as required,
together with payment in full of the Exercise Price for each
Underlying Share subscribed for pursuant to the Basic Subscription
Privilege and the Oversubscription Privilege. Payment may only be
made (a) by check or bank draft drawn upon a U.S. bank, or postal,
telegraphic or express money order, payable to American Stock
Transfer & Trust Company, as Exercise Agent, or (b) by wire transfer
of funds to the account maintained by the Exercise Agent for the
purpose of accepting subscriptions at Chemical Bank Account No.61-
093-045 ; ABA No.021-000-128, or (c) a combination of the foregoing.
If paying by uncertified personal check, please note that the funds
paid thereby may take at least five business days to clear.
Accordingly, holders of Rights who wish to pay the Exercise Price by
means of uncertified personal check are urged to make payment
sufficiently in advance of the Expiration Date to ensure that such
payment is received and clears by such time and are urged to
consider in the alternative payment by means of certified or
cashier's check, money order or wire transfer of funds. All funds
received in payment of the Exercise Price shall be held by the
Exercise Agent and invested at the direction of the Company in
short-term certificates of deposit, short-term obligations of the
United States, any state or any agency thereof, or money market
mutual funds investing in the foregoing instruments. Earnings on
such funds will be retained by the Company.

THE ADDRESS TO WHICH THE RIGHTS CERTIFICATES AND PAYMENT OF THE
EXERCISE PRICE SHOULD BE DELIVERED IS:

AMERICAN STOCK TRANSFER & TRUST COMPANY
40 WALL STREET
46TH FLOOR
NEW YORK, NEW YORK 10005

THE EXERCISE AGENT'S TELEPHONE NUMBERS ARE (800) 937-5449 OR
(212) 936-5100.

If a Rights holder wishes to exercise Rights, but time will not
permit such holder to cause the Rights Certificates evidencing those
Rights to reach the Exercise Agent prior to the Expiration Date,
such Rights may nevertheless be exercised if all of the following
conditions (the "Guaranteed Delivery Procedures") are met:

(i) the Rights holder has caused payment in full of the
Exercise Price for each Underlying Share being subscribed for
pursuant to the Basic Subscription Privilege and the
Oversubscription Privilege to be received (in the manner set
forth above) by the Exercise Agent at or prior to the
Expiration Date;

(ii) the Exercise Agent receives, at or prior to the
Expiration Date, a guarantee notice (a "Notice of Guaranteed
Delivery"), substantially in the form provided with the
Instructions as to Use of the Doskocil Companies Incorporated
Rights Certificates (the "Instructions") distributed with the
Rights Certificates, from a member firm of a registered
national securities exchange or a member of the National
Association of Securities Dealers, Inc. (the "NASD"), or from a
commercial bank or trust company having an office or
correspondent in the United States (each, an "Eligible
Institution"), stating the name of the exercising Rights
holder, the number of Rights represented by the Rights
Certificate(s) held by the exercising Rights holder, the number
of Underlying Shares being subscribed for pursuant to the Basic
Subscription Privilege and, if any, pursuant to the
Oversubscription Privilege, and guaranteeing the delivery to
the Exercise Agent of the Rights Certificate(s) evidencing
those Rights within five business days following the date of
the Notice of Guaranteed Delivery; and

(iii) the properly completed Rights Certificate(s)
evidencing the Rights being exercised, with any signatures
guaranteed as required, is received by the Exercise Agent
within five business days following the date of the Notice of
Guaranteed Delivery relating thereto. The Notice of Guaranteed
Delivery may be delivered to the Exercise Agent in the same
manner as Rights Certificates at the addresses set forth above,
or may be transmitted to the Exercise Agent by telegram or
facsimile transmission (telecopier no. (718) 234-5001).
Additional copies of the form of Notice of Guaranteed Delivery
are available upon request from the Exercise Agent, whose
addresses and telephone numbers are set forth under "Exercise
Agent" below.

If an exercising Holder does not indicate the number of Rights
being exercised or does not forward full payment of the aggregate
Exercise Price for the number of Rights that the Rights holder
indicates are being exercised, then the Rights holder will be deemed
to have exercised the Basic Subscription Privilege with respect to
the maximum number of Rights that may be exercised for the aggregate
Exercise Price payment delivered by the Rights holder, and to the
extent that the aggregate Exercise Price payment delivered by the
Rights holder exceeds the product of the Exercise Price multiplied
by the number of Rights evidenced by the Rights Certificates
delivered by the Rights holder (such excess being the "Subscription
Excess"), the Rights holder will be deemed to have exercised the
Oversubscription Privilege to purchase, to the extent available,
that number of whole Excess Shares equal to the quotient obtained by
dividing the Subscription Excess by the Exercise Price. Any amount
remaining after such division shall be returned to the Rights holder
promptly by mail without interest or deduction.

Funds received in payment of the Exercise Price for Excess
Shares subscribed for pursuant to the Oversubscription Privilege
will be held in a segregated account pending issuance of the Excess
Shares. If a Rights holder exercising the Oversubscription
Privilege is allocated less than all of the Underlying Shares for
which that holder subscribed pursuant to the Oversubscription
Privilege, then the excess funds paid by that holder as the Exercise
Price for shares not allocated to such Rights holder shall be
returned by mail without interest or deduction as soon as
practicable after the Expiration Date and after all prorations and
adjustments contemplated by the terms of the Rights Offering have
been effected.

Unless a Rights Certificate (i) provides that the Underlying
Shares to be issued pursuant to the exercise of the Rights
represented thereby are to be issued to the holder of such Rights or
(ii) is submitted for the account of an Eligible Institution,
signatures on each Rights Certificate must be guaranteed by an
Eligible Institution.

Holders who hold shares of Common Stock for the account of
others, such as brokers, trustees or depositaries for securities,
should contact the respective beneficial owners of such shares as
soon as possible to ascertain those beneficial owners' intentions
and to obtain instructions with respect to their Rights. If a
beneficial owner so instructs, the record holder of that beneficial
owner's Rights should complete appropriate Rights Certificates and
submit them to the Exercise Agent with the proper payment. In
addition, beneficial owners of Common Stock or Rights held through
such a nominee holder should contact the nominee holder and request
the nominee holder to effect transactions in accordance with the
beneficial owner's instructions.

The Instructions accompanying the Rights Certificate should be
read carefully and followed in detail. RIGHTS CERTIFICATES SHOULD
BE SENT WITH PAYMENT TO THE EXERCISE AGENT. DO NOT SEND RIGHTS
CERTIFICATES TO THE COMPANY.

THE METHOD OF DELIVERY OF RIGHTS CERTIFICATES AND PAYMENT OF
THE EXERCISE PRICE TO THE EXERCISE AGENT ARE AT THE ELECTION AND
RISK OF THE RIGHTS HOLDERS. IF SENT BY MAIL, RIGHTS HOLDERS ARE
URGED TO SEND RIGHTS CERTIFICATES AND PAYMENTS BY REGISTERED MAIL,
PROPERLY INSURED, WITH RETURN RECEIPT REQUESTED, AND ARE URGED TO
ALLOW A SUFFICIENT NUMBER OF DAYS TO ENSURE DELIVERY TO THE EXERCISE
AGENT AND CLEARANCE OF PAYMENT PRIOR TO THE EXPIRATION DATE.
BECAUSE UNCERTIFIED PERSONAL CHECKS MAY TAKE AT LEAST FIVE BUSINESS
DAYS TO CLEAR, RIGHTS HOLDERS ARE STRONGLY URGED TO PAY, OR ARRANGE
FOR PAYMENT, BY MEANS OF CERTIFIED OR CASHIER'S CHECK, MONEY ORDER
OR WIRE TRANSFER OF FUNDS.

All questions concerning the timeliness, validity, form and
eligibility of any exercise of Rights will be determined by the
Company, whose determinations will be final and binding. The
Company, in its sole discretion, may waive any defect or
irregularity, or permit a defect or irregularity to be corrected
within such time as it may determine, or reject the purported
exercise of any Right. Rights Certificates will not be deemed to
have been received or accepted until all irregularities have been
waived or cured within such time as the Company determines, in its
sole discretion. Neither the Company nor the Exercise Agent will be
under any duty to give notification of any defect or irregularity in
connection with the submission of Rights Certificates or incur any
liability for failure to give such notification.

Any questions or requests for assistance concerning the method
of exercising Rights or requests for additional copies of this
Prospectus, the Instructions or the Notice of Guaranteed Delivery
should be directed to the Exercise Agent at its address set forth
under "Exercise Agent." (telephone (800) 937-5449 ).

NO REVOCATION

ONCE A HOLDER OF RIGHTS HAS PROPERLY EXERCISED THE BASIC
SUBSCRIPTION PRIVILEGE AND/OR THE OVERSUBSCRIPTION PRIVILEGE, SUCH
EXERCISE MAY NOT BE REVOKED.

METHOD OF TRANSFERRING RIGHTS

Rights may be purchased or sold through usual investment
channels. It is anticipated that the Rights will trade on the
NASDAQ National Market System until the close of business on the
Expiration Date. There has been no prior trading in the Rights, and
no assurance can be given that a trading market will develop or, if
a market develops, that such market will be maintained throughout
the Rights Offering.

The Rights evidenced by a single Rights Certificate may be
transferred in whole by endorsing the Rights Certificate for
transfer in accordance with the accompanying Instructions. A
portion of the Rights evidenced by a single Rights Certificate (but
not fractional Rights) may be transferred by delivering to the
Exercise Agent a Rights Certificate properly endorsed for transfer,
with instructions to register that portion of the Rights indicated
therein in the name of the transferee and to issue a new Rights
Certificate to the transferee evidencing the transferred Rights. In
that event, a new Rights Certificate evidencing the balance of the
Rights will be issued to the Rights holder or, if the Rights holder
so instructs, to an additional transferee, or will be sold by the
Exercise Agent in the manner described below upon appropriate
instruction from the Rights holder.

The Rights evidenced by a Rights Certificate may be sold, in
whole or in part, through the Exercise Agent by delivering to the
Exercise Agent the Rights Certificate properly executed for sale by
the Exercise Agent. If only a portion of the Rights evidenced by a
single Rights Certificate is to be sold by the Exercise Agent, that
Rights Certificate must be accompanied by instructions setting forth
the action to be taken with respect to the Rights that are not to be
sold. Promptly following the sale, the Exercise Agent will send the
Holder a check for the proceeds from the sale of any Rights sold,
less any applicable brokerage commissions, taxes and other direct
expenses of sale. The Company will pay the fees charged by the
Exercise Agent for effecting such sales. Orders to sell Rights must
be received by the Exercise Agent at or prior to ____ a.m., New York
City time, on __________, 1994. The Exercise Agent's obligation to
execute orders is subject to its ability to find buyers. If the
Rights cannot be sold by the Exercise Agent by __________, 1994,
they will be returned promptly by mail to the Holder.

Holders wishing to transfer all or a portion of their Rights
(but not fractional Rights) should allow a sufficient amount of time
prior to the Expiration Date for (i) the transfer instructions to be
received and processed by the Exercise Agent, (ii) new Rights
Certificate to be issued and transmitted to the transferee or
transferees with respect to transferred Rights, and to the
transferor with respect to retained Rights, if any, and (iii) the
Rights evidenced by the new Rights Certificate to be exercised or
sold by the recipients thereof. Such amount of time could range
from two to ten business days, depending upon the method by which
delivery of the Rights Certificates and payment is made and the
number of transactions which the Rights holder instructs the
Exercise Agent to effect. Neither the Company nor the Exercise
Agent shall have any liability to a transferee or transferor of
Rights if Rights Certificates are not received in time for exercise
or sale prior to the Expiration Date.

Except for the fees charged by the Exercise Agent (which will
be paid by the Company, as described above), all commissions, fees
and other expenses (including brokerage commissions and transfer
taxes) incurred in connection with the purchase, sale or exercise of
Rights will be for the account of the transferor of the Rights, and
none of such commissions, fees or expenses will be paid by the
Company or the Exercise Agent.

AMENDMENTS AND WAIVERS; TERMINATION

The Company reserves the right to extend the Expiration Date
and to amend the terms and conditions of the Rights Offering,
whether the amended terms are less or more favorable to the Holders.
In the event that the Company amends the terms of the Rights
Offering, the Registration Statement of which this Prospectus forms
a part will be amended, a new definitive Prospectus will be
distributed to all Rights holders who have theretofore exercised
Rights and to holders of record of unexercised Rights on the date
the Company amends such terms. All Rights holders who have
theretofore exercised Rights shall simultaneously be provided with a
form of Consent to Amended Rights Offering Terms, on which they may
confirm their exercise of Rights under the terms of the Rights
Offering as amended by the Company; any Rights holder who has
theretofore exercised any Rights and who does not return such
Consent within 10 business days after the mailing thereof by the
Company shall be deemed to have canceled his or her exercise of
Rights, and the full amount of the Exercise Price theretofore paid
by such Rights holder will be returned promptly by mail, without
interest or deduction. Any completed Rights Certificate received by
the Exercise Agent five or more business days after the date of the
amendment will be deemed to constitute the consent of the Rights
holder who completed such Rights Certificate to the amended terms.
The Company reserves the right, in its sole discretion, at any item
prior to delivery of the Underlying Shares to terminate the Rights
Offering by giving oral or written notice to the Exercise Agent and
making a public announcement thereof. If the Rights Offering is so
terminated, all funds received from Holders will be promptly
refunded without interest.

EXERCISE AGENT

The Company has appointed American Stock Transfer & Trust
Company as Exercise Agent for the Rights Offering. The Exercise
Agent's address, which is the address to which the Rights
Certificates and payment of the Exercise Price should be delivered,
as well as the address to which a Notice of Guaranteed Delivery must
be delivered, is:

American Stock Transfer & Trust Company
40 Wall Street
46th Floor
New York, New York 10005

The Exercise Agent's telephone numbers are (800) 937-5449 or
(212) 936-5100.
The Company will pay the fees and expenses of the Exercise Agent and
has also agreed to indemnify the Exercise Agent from any liability
which it may incur in connection with the Rights Offering.

INFORMATION AGENT

The Exercise Agent will also act as information agent for the
Rights Offering. Any questions or requests for additional copies of
this Prospectus, the Instructions, or the Notice of Guaranteed
Delivery may be directed to the Exercise Agent at the address and
telephone number set forth above.

DETERMINATION OF EXERCISE PRICE

The Exercise Price was determined by the Company, based on a
number of factors, including advice provided by Merrill Lynch & Co.,
Merrill Lynch, Pierce, Fenner & Smith Incorporated, as financial
advisor (the "Financial Advisor"). The Company believes that the
Exercise Price reflects the Company's objective of achieving the
maximum net proceeds obtainable from the Rights Offering while
providing the holders of Common Stock with an opportunity to make an
additional investment in the Company, and thus avoid an excessive
dilution of their ownership position in the Company.

In approving the Exercise Price, the Board of Directors
considered the advice provided by the Financial Advisor and such
additional factors as the alternatives available to the Company for
raising capital, the market price of the Common Stock, the business
prospects for the Company and the general condition of the
securities markets at the time of the meeting of the Board of
Directors at which the Rights Offering was approved. There can be
no assurance however, that the market price of the Common Stock will
not decline during the subscription period to a level equal to or
below the Exercise Price, or that, following the issuance of the
Rights and of the Common Stock upon exercise of Rights, a
subscribing Holder will be able to sell shares purchased in the
Rights Offering at a price equal to or greater than the Exercise
Price.

FOREIGN STOCKHOLDERS

Rights Certificates will not be mailed to Holders whose
addresses are outside the United States and Canada or who have an
APO or FPO address, but will be held by the Exercise Agent for such
Holders' accounts. To exercise their Rights, such Holders must
notify the Exercise Agent at or prior to a.m., New York City
time, on , 1994. The Rights of such Holders expire at the
Expiration Date.

SUBSCRIPTION BY PRINCIPAL STOCKHOLDER

JLL beneficially owns approximately 27% of the Common Stock
currently outstanding. JLL has agreed that it will exercise its
Basic Subscription Privilege in full. In addition, JLL has agreed
that it will exercise its Oversubscription Privilege to the extent
necessary to assure that the Company receives $30 million in gross
proceeds. Depending upon the number of shares subscribed for by
others, the percentage of the outstanding Common Stock owned by JLL
upon completion of the Rights Offering will range from approximately
27% (in the event that all stockholders exercise their Rights in
full) to approximately 45%.

NO BOARD RECOMMENDATION

An investment in the Common Stock must be made pursuant to each
investor's evaluation of its, his or her best interests.
Accordingly, although the Board of Directors of the Company
unanimously approved the Rights Offering, it makes no recommendation
to Holders regarding whether they should exercise their Rights.

DESCRIPTION OF CAPITAL STOCK

The Company's authorized capital stock consists of 20,000,000
shares of Common Stock and 4,000,000 shares of Preferred Stock, par
value $.01 per share (the "Preferred Stock"). The following summary
description of the capital stock of the Company does not purport to
be complete and is qualified in its entirety by reference to the
Company's Certificate of Incorporation, a copy of which is
incorporated by reference as an exhibit to the registration
statement of which this Prospectus forms a part, and to Delaware
corporate law.

COMMON STOCK

The holders of Common Stock are entitled to receive, pro rata,
dividends, when, if and as declared by the Board of Directors out of
any funds lawfully available therefor. However, the Company's
ability to declare and pay dividends on the Common Stock is limited
by the terms of the New Credit Agreement and the indenture for the
9 % Notes. In the event of a liquidation, dissolution or winding up
of the Company, the holders of Common Stock are entitled to
participate ratably in the distribution of assets remaining after
payment of liabilities. The issued and outstanding shares of Common
Stock are, and the Common Stock issued upon the exercise of Rights
will be, fully paid and nonassessable. See "Capitalization."

Holders of Common Stock are entitled to vote at all meetings of
stockholders of the Company for the election of directors and for
other purposes. Holders have one vote for each share of Common
Stock held. The Common Stock does not have cumulative voting
rights. Therefore, holders of more than 50% of the shares voting
can elect all directors.

The JLL Stock Purchase Agreement provides certain preemptive
rights to JLL. Such preemptive rights permit JLL to participate in
future issuances by the Company of its Common Stock (including
rights and other securities convertible into Common Stock) to the
extent necessary to maintain its fully-diluted ownership interest of
Common Stock of the Company, subject to certain exceptions set forth
in the JLL Stock Purchase Agreement.

PREFERRED STOCK

The Board of Directors has the authority to issue the Preferred
Stock in one or more classes or series and to fix the designations,
powers, preferences and rights of the shares of each such class or
series, including dividend rates, conversion rights, voting rights,
terms of redemption and liquidation preferences and the number of
shares constituting each such class or series, without any further
vote or action by the stockholders. The ability of the Board of
Directors to issue the Preferred Stock, while providing flexibility
in connection with possible acquisitions and other corporate
purposes, could have the effect of making it more difficult for a
third party to acquire, or of discouraging a third party from
acquiring, a majority of the outstanding voting stock of the
Company. The Company has no present plans to issue any of the
Preferred Stock.

WARRANTS

On October 31, 1991, the Company entered into a warrant
agreement (the "Warrant Agreement") pursuant to which the Company
issued Warrants to purchase shares of Common Stock (the "Warrant
Shares"), representing approximately a 3% equity interest in the
Company on a fully-diluted basis, at a price of $17.53 per share
(the "Warrant Price"). The Warrants may be exercised at any time
before their expiration on December 31, 1998.

The number of Warrant Shares is subject to adjustment upon the
occurrence of certain events, including the issuance of Common Stock
to be sold pursuant to the exercise of Rights.

The Warrant Agreement prohibits the declaration or payment of
any dividend or distribution on the Common Stock unless the Company
pays to the Warrant holders the amount of any such dividend or
distribution receivable by a holder of the number of shares of
Common Stock for which the Warrants might have been exercised
immediately prior to the declaration or payment of the dividend or
distribution. In addition, if any person or group acquires the
power to vote more than 30% of the Common Stock, the Warrant
Agreement provides that Warrant holders may require the Company to
repurchase the Warrants at the then-current market price of the
Common Stock less the Warrant Price.

REGISTRATION RIGHTS

The Warrant Agreement. The Warrant Agreement grants to the
Warrant holders certain demand and piggyback registration rights
that require the Company to include Warrant Shares in certain
registrations under the Securities Act. The Rights Offering is
subject to such piggyback registration rights. Warrant holders are
required to exercise Warrants in order to take advantage of such
registration rights. The Company believes that because the Warrant
Price is significantly above the market price of the Common Stock it
is unlikely that Warrant holders will exercise their registration
rights.

Stockholders Agreement. On March 22, 1993, the Company entered
into a stockholders agreement (the "Stockholders Agreement") with
The Airlie Group, L.P. ("Airlie"). Under the terms of the
Stockholders Agreement, Airlie has certain demand and piggyback
registration rights. The Rights Offering is subject to the
piggyback registration rights conferred to Airlie by the
Stockholders Agreement. The Company has been advised by Airlie that
it does not intend to exercise such registration rights.

The JLL Stock Purchase Agreement. The JLL Stock Purchase
Agreement grants to JLL certain demand and piggyback registration
rights. Of these, only the piggyback registration rights have
vested, and JLL has advised the Company that it does not intend to
exercise them in the Rights Offering.

CERTAIN PROVISIONS OF THE CERTIFICATE OF INCORPORATION, THE
INDENTURE AND THE CREDIT AGREEMENT

Certain provisions of the Certificate of Incorporation, the
indenture governing the 9-3/4% Notes and the New Credit Agreement
may delay, deter or prevent a stockholder or group of stockholders
from taking corporate action or gaining control of the Company.

Classified Board of Directors. The Certificate of
Incorporation requires the Company's Board of Directors to be
divided into three classes, with directors in each class serving
successive three-year terms. In addition, the Certificate of
Incorporation provides that directors may be removed only for cause.
These provisions of the Certificate of Incorporation may be amended
only by the affirmative vote of the holders of 75% of the
outstanding shares of Common Stock entitled to vote thereon.

Indenture Change of Control Provisions. The indenture
governing the 9-3/4% Notes provides that in the event of a change of
control of the Company, the Company must repurchase, at the prices
set forth in the Indenture, all properly tendered Notes.

Credit Agreement Default upon Certain Beneficial
Ownership/Change of Control Changes. The New Credit Agreement
provides that an event of default shall occur thereunder if any
person or group (other than JLL) shall own directly, beneficially
and of record, 30% or more (or at any time that JLL shall own
directly, beneficially and of record, shares representing at least
15% of the outstanding voting capital stock, 50% or more) of the
outstanding voting capital stock of the Company, among other things.

SECTION 203 OF THE DELAWARE GENERAL CORPORATION LAW

Section 203 of the Delaware General Corporation Law ("Section
203") prohibits a publicly-held Delaware corporation from engaging
in a "business combination" with an "interested stockholder" for a
period of three years after the date of the transaction in which the
person became an interested stockholder unless (i) prior to the date
of the business combination, the corporation's board of directors
approved either the business combination or the transaction which
resulted in the stockholder becoming an interested stockholder, (ii)
upon consummation of the transaction which resulted in the
stockholder becoming an interested stockholder, the interested
stockholder owns at least 85% of the outstanding voting stock, or
(iii) on or after such date the business combination is approved by
the corporation's board of directors and by the affirmative vote of
at least 66-2/3% of the outstanding voting stock which is not owned
by the interested stockholder. A "business combination" includes
mergers, asset sales and other transactions resulting in a financial
benefit to the stockholder. An "interested stockholder" is a person
who, together with affiliates and associates, owns, or within three
years did own, 15% or more of the corporation's voting stock. The
Company is subject to Section 203.

CERTAIN UNITED STATES FEDERAL INCOME TAX CONSEQUENCES

The following discussion is based upon current provisions
of the Code, applicable Treasury Regulations, judicial authority and
administrative rulings and practice. Legislative, judicial or
administrative changes and interpretations may be forthcoming that
could alter or modify the statements and conclusions set forth
herein. Any such changes or interpretations may or may not be
retroactive and could affect the tax consequences to holders of
Rights or Underlying Shares.

TAX CONSEQUENCES TO COMPANY

In general, an ownership change occurs for purposes of
section 382 if the percentage of stock ownership of any one or more
"5 percent shareholder(s)" (as determined under Federal income tax
regulations) increases in the aggregate by more than 50 percentage
points during a running three-year period. For this purpose, the
term "5 percent shareholder" includes certain public groups of
shareholders of the Company who may own, directly or indirectly,
less than five percent of the Company's stock. Under existing
regulations, public groups which currently own Common Stock will be
deemed to exercise the Basic Subscription Privilege to purchase 50%
of such public groups' current percentage ownership interest in the
Company (increased to the extent that the Company has actual
knowledge that additional Underlying Shares are purchased by members
of existing public groups and limited so that the number of
Underlying Shares actually issued to shareholders when added to the
number of Underlying Shares deemed issued to existing public groups
does not exceed the total number of Underlying Shares issued in the
Rights Offering). Any remaining Underlying Shares purchased by
shareholders who are not 5 percent shareholders will be deemed to be
purchased by a new public group.

If the Company believes that the issuance of Underlying
Shares pursuant to the Basic Subscription Privilege or the
Oversubscription Privilege will cause an ownership change, then the
Company will have the right to reduce the number of Underlying
Shares issuable to all Holders exercising the Basic Subscription
Privilege or the Oversubscription Privilege, pro rata, or to any
individual Holder or Holders whose exercise of the Basic
Subscription Privilege or the Oversubscription Privilege may cause
an ownership change, to the extent necessary in the sole discretion
of the Company to prevent such ownership change. Notwithstanding
the foregoing, the Rights Offering increases the likelihood that an
ownership change will occur in the future, and it is impossible for
the Company to ensure that such ownership change will not occur, in
part because the Company has no ability to restrict the acquisition
or disposition of Common Stock by persons whose ownership could
cause an ownership change. In addition, the Company may in the
future take certain actions which could give rise to an ownership
change, if in the exercise of the business judgment of the Company
such actions are necessary or appropriate. If an "ownership change"
were to occur subsequent to the Rights Offering, the Section 382
Limitation could have a material adverse impact upon the Company's
earnings and upon the Company's cash flow. See "Risk Factors --
Continuation of Net Operating Loss Carryforwards."

TAX CONSEQUENCES TO HOLDERS

Neither distribution nor exercise of the Rights will be a
taxable event for U.S. Federal income tax purposes to U.S.
individual citizens or residents or to U.S. corporations. Upon the
sale of Rights, Holders will recognize gain or loss for U.S. Federal
income tax purposes equal to the difference between the amount
realized from the sale and the adjusted tax basis of the Rights.
Any gain or loss recognized will be long-term or short-term capital
gain or loss to shareholders who hold the Rights as capital assets,
depending upon whether the Common Stock or Warrants with respect to
which the Rights were issued has been held for more than one year.

Except as provided below, a Holder of Rights must allocate
the tax basis of the Common Stock or Warrants between the Common
Stock or Warrants and the Rights in proportion to the fair market
value of each on the date of the distribution of the Rights where
the value of the Rights on the date of the distribution is equal to
or greater than 15% of the fair market value of the Common Stock or
Warrants owned by such Holder on the date of the distribution.
Where the value of the Rights is less than 15% of the value of such
Common Stock or Warrants at the time of distribution, the Holder
will be treated as having no basis in the Rights unless a special
election is made to allocate the basis in the manner described
above. In any event, no portion of the basis of a Holder's Common
Stock or Warrants will be allocated to the Rights in accordance with
these allocation rules unless such Rights are exercised or sold.

If a Holder exercises Rights pursuant to this offering,
the tax basis of the Underlying Shares will be equal to the Exercise
Price plus any tax basis the Holder has in the Rights.

If a Holder allows the Rights to lapse without exercise or
sale, such Holder will realize no gain or loss since no basis will
be allocated to the Rights, and such Holder's basis in the Common
Stock or Warrants will remain the same as such basis was prior to
the distribution of the Rights. Purchasers of the Rights will be
entitled to a loss equal to their tax basis in the Rights, if such
Rights expire unexercised. Any loss recognized on the expiration of
the Rights acquired by purchase will be a capital loss if Common
Stock would be a capital asset in the hands of the seller (if
acquired by him).

THE FOREGOING SUMMARY DOES NOT DISCUSS ALL ASPECTS OF
FEDERAL INCOME TAXATION THAT MAY BE RELEVANT TO A PARTICULAR
PROSPECTIVE HOLDER OF RIGHTS OR UNDERLYING SHARES OR TO CERTAIN
PROSPECTIVE HOLDERS OF RIGHTS OR UNDERLYING SHARES SUBJECT TO
SPECIAL TREATMENT UNDER THE FEDERAL INCOME TAX LAWS (FOR EXAMPLE,
BANKS, DEALERS IN SECURITIES, LIFE INSURANCE COMPANIES, TAX-EXEMPT
ENTITIES AND FOREIGN PERSONS OR ENTITIES). EACH PROSPECTIVE HOLDER
OF RIGHTS OR UNDERLYING SHARES SHOULD CONSULT HIS OWN TAX ADVISOR AS
TO THE PARTICULAR TAX CONSEQUENCES TO HIM OF RECEIVING, ACQUIRING,
HOLDING, EXERCISING, CONVERTING AND DISPOSING OF THE RIGHTS, OR
UNDERLYING SHARES, INCLUDING THE APPLICABILITY AND EFFECT OF STATE,
LOCAL AND FOREIGN TAX LAWS.

PLAN OF DISTRIBUTION

The Company has retained Merrill Lynch & Co., Merrill Lynch,
Pierce, Fenner & Smith Incorporated and Johnson Rice & Company,
L.L.C. to act as dealer managers (the "Dealer Managers") in
connection with the Rights Offering. The Dealer Managers will
provide marketing assistance and financial advisory services in
connection with the Rights Offering and will solicit the exercise of
Rights by Holders. The Company has agreed to pay the Dealer
Managers an aggregate fee of $.04 per share for each Underlying
Share issued pursuant to the exercise of Rights other than any
Underlying Shares issued to JLL and to pay broker-dealers (the
"Soliciting Dealers"), including the Dealer Managers, fees for their
soliciting efforts equal to $.10 per share for each Underlying Share
issued pursuant to the exercise of Rights other than any Underlying
Shares issued to JLL. In addition, the Company has agreed to
indemnify the Dealer Managers and the Soliciting Dealers with
respect to certain liabilities, including liabilities under the
Securities Act of 1933, as amended (the "Securities Act").

The Company is also required to pay to the Financial Advisor a
fee in the amount of $500,000, $250,000 of which is contingent on
and payable in cash on the date of the closing of the Rights
Offering.

The Company has agreed to pay the fees and expenses of the
Exercise Agent and has also agreed to indemnify it from any
liability which it may incur in connection with the Rights Offering,
including liabilities under the Securities Act.

Other than the Dealer Managers and the Soliciting Dealers, the
Company has not employed any brokers, dealers or underwriters in
connection with the solicitation of exercise of Rights, and, except
as described above, no other commissions, fees or discounts will be
paid in connection with the Rights Offering. Certain employees of
the Company may solicit responses from Holders, but such employees
will not receive any commissions or compensation for such services
other than their normal employment compensation.

LEGAL OPINIONS

The validity of the Common Stock will be passed upon for the
Company by Darian B. Andersen, Esq., Secretary and Corporate Counsel
of the Company.

INDEPENDENT PUBLIC ACCOUNTANTS

The consolidated balance sheets of the Company as of January 1,
1994 and January 2, 1993 and the related consolidated statements of
operations, stockholders' equity and cash flows and the related
financial statement schedules for the years ended January 1, 1994
and January 2, 1993, the three months ended December 28, 1991, and
the nine months ended September 28, 1991, incorporated by reference
in this prospectus, have been incorporated herein in reliance on the
report, which includes an explanatory paragraph relating to the
Company's adoption of new methods of accounting for income taxes and
postretirement benefits other than pensions, of Coopers & Lybrand,
independent accountants, given on the authority of that firm as
experts in accounting and auditing. With respect to the unaudited
interim financial information for the periods ended April 2, 1994
and April 3, 1993, incorporated by reference in this prospectus, the
independent accountants have reported that they have applied limited
procedures in accordance with professional standards for a review of
such information. However, their separate report included in the
Company's quarterly report on Form 10-Q for the quarter ended April
2, 1994, and incorporated by reference herein, states that they did
not audit and they do not express an opinion on that interim
financial information. Accordingly, the degree of reliance on their
report on such information should be restricted in light of the
limited nature of the review procedures applied. The accountants
are not subject to the liability provisions of Section 11 of the
Securities Act for their report on the unaudited interim financial
information because that report is not a "report" or a "part" of the
registration statement prepared or certified by the accountants
within the meaning of Sections 7 and 11 of the Securities Act.

The financial statements of the Frozen Specialty Foods Business
(a unit of the Prepared Foods Division of International Multifoods
Corporation) as of November 27, 1993, February 27, 1993 and February
29, 1992 and for the nine months ended November 27, 1993 and the
years ended February 27, 1993 and February 29, 1992 incorporated by
reference herein and elsewhere in the registration statement have
been incorporated by reference herein and in the registration
statement in reliance upon the report of KPMG Peat Marwick,
independent certified public accountants, incorporated by reference
herein, and upon the authority of said firm as experts in accounting
and auditing. The report of KPMG Peat Marwick refers to the
adoption by the Frozen Specialty Foods Business of the provisions of
the Financial Accounting Standards Boards' Statement of Financial
Accounting Standards No. 109, Accounting for Income Taxes, in the
nine months ended November 27, 1993 and Statement of Financial
Accounting Standards No. 106, Employers' Accounting for
Postretirement Benefits Other Than Pensions, in the year ended
February 29, 1992.

No person has been authorized
to give any information or to make
any representations other than
those contained in this Prospectus
in connection with the offering
described herein, and, if given or
made, such information or
representations must not be relied
upon as having been authorized by
the Company or the Dealer Managers. DOSKOCIL COMPANIES INCORPORATED
This Prospectus does not constitute
an offer to sell or a solicitation
of an offer to buy any securities
other than those specifically
offered hereby or of any securities
offered hereby in any jurisdiction
to any person to whom it is Shares of
unlawful to make an offer or Common Stock Issuable
solicitation in such jurisdiction. Upon Exercise of Rights to
Neither the delivery of this Subscribe for Such Shares
Prospectus nor any sale made
hereunder shall, under any
circumstances, create an
implication that the information
herein is correct as of any time
subsequent to its date.

PROSPECTUS

TABLE OF CONTENTS

Page
Available Information . . . . .
Incorporation of Certain Documents
by
Reference . . . . . . . . . .
Prospectus Summary . . . . . . MERRILL LYNCH & CO.
Risk Factors . . . . . . . . .
The Company . . . . . . . . . . JOHNSON RICE & COMPANY
The Acquisition . . . . . . .
Price Range of Common Stock and
Dividends . . . . . . . . . . .
Capitalization . . . . . . . .
Selected Historical Financial Data

Pro Forma Financial Data . .
Use of Proceeds . . . . . . . . June , 1994
The Rights Offering . . . . .
Description of Capital Stock .
Certain United States Federal
Income Tax
Consequences . . . . . . . .
Plan of Distribution . . . . .
Legal Opinions . . . . . . . .
Independent Public Accountants

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution

Securities and Exchange Commission registration fee $19,158
NASD Fee . . . . . . . . . . . . . . . . . . . . . 6,056
NASDAQ NMS Fee . . . . . . . . . . . . . . . . . .

Fees and expenses of the Exercise Agent . . . . . *
Printing and engraving expenses . . . . . . . . . *
Legal Fees and expenses . . . . . . . . . . . . . *
Accounting Fees and expenses . . . . . . . . . . . *
Blue Sky Fees and expenses (including fees and
expenses of counsel) . . . . . . . . . . . . . . *
Fees and expenses of the Dealer Managers . . . . . *
Fees and expenses of the Financial Advisor . . . . 500,000

Total . . . . . . . . . . . . . . . . . . . . $________*

___________________

* Estimated

Item 15. Indemnification of Directors and Officers

The Company's Certificate of Incorporation and Bylaws provide
that the Company shall indemnify and advance expenses to its
currently acting and its former directors, officers, employees or
agents to the fullest extent permitted by the Delaware General
Corporation Law (the "DGCL"), whenever they are defendants or
threatened to be made defendants in any legal or administrative
proceeding by reason of their relationship with the Company.
Section 145 of the DGCL provides that a corporation may indemnify
any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action, suit or proceedings
whether civil, criminal, administrative or investigative (other than
an action by or in the right of the Company) by reason of the fact
that such person is or was a director, officer, employee or agent of
the Company or is or was serving at the request of the Company as a
director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against
expenses (including attorney's fees), judgments, fines and amounts
paid in settlement actually and reasonably incurred by him in
connection with such action, suit or proceeding if such person acted
in good faith and in a manner the person reasonably believed to be
in or not opposed to the best interests of the Company, and, with
respect to any criminal action or proceeding, had not reasonable
cause to believe was unlawful. A similar standard of care is
applicable in the case of derivative actions, except that
indemnification only extends to expenses (including attorneys' fees)
incurred in connection with defense or settlement of such an action
and then, where the person is adjudged to be liable to the Company,
only if and to the extent that the Court of Chancery of the State of
Delaware or the court in which such action was brought determines
that such person is fairly and reasonably entitled to such indemnity
and then only for such expenses as the court shall deem proper.

The Company has entered into Transition Employment Agreements
with its employee-Directors and officers and into Indemnification
Agreements with its nonemployee-Directors contractually obligating
the Company to provide indemnification rights substantially similar
to those described above.

The Company is empowered by Section 102(b)(7) of the DGCL to
include a provision in its Certificate of Incorporation that limits
a director's liability to the Company or its stockholders for
monetary damages for breaches of his or her fiduciary duty as a
director. The Certificate of Incorporation states that directors
shall not be liable for monetary damages for breaches of their
fiduciary duty to the fullest extent permitted by the DGCL.

The Company maintains insurance policies under which directors
and officers are insured, within the limits and subject to the
limitations of the policies, against expenses in connection with the
defense of actions, suits or proceedings, and certain liabilities
that might be imposed as a result of such actions, suits or
proceedings, to which they are parties by reason of being or having
been directors or officers of the Company.

Item 16. Exhibits

Exhibit Number Description

1 Form of Dealer Manager Agreement.**

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

4.2 Form of Rights Certificate to Purchase Common Stock
of the Company.*

4.3 Credit Agreement among Doskocil, the Several Lenders
from Time to Time Parties Thereto and Chemical Bank,
as Agent dated as of May 25, 1994. (2)

4.4 Form of Doskocil 9 3/4% Senior Subordinated
Redeemable Note due 2000. (3)

4.5 Indenture between Doskocil and First Fidelity Bank,
National Association, New York, as Trustee. (3)

4.6 Warrant Agreement dated as of October 31, 1991
between the Company and the signatory banks thereto.
(4)

4.7 Amended and Restated Certificate of Incorporation of
the Company. (5)

4.8 Amended and Restated Bylaws of the Company. (6)

4.9 Doskocil Employee Investment Plan. (4)

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

4.11 Doskocil Companies Incorporated Retirement and Profit
Sharing Plan. (7)

Exhibit Number Description

4.12 Guaranty Agreement between the Company and The Fourth
National Bank and Trust Company, Wichita, dated
August 1, 1985. (4)

4.13 Agreement for Waste Water Treatment Service between
Stoppenbach, Inc. and the City of Jefferson,
Wisconsin, dated November 1985. (4)

4.14 Agreement (for waste water treatment) between the
City of Logansport, Indiana and Wilson & Co., Inc.,
dated June 26, 1967. (4)

5 Opinion of Darian B. Andersen, regarding the legality
of the Underlying Shares.*

15 Letter re: Unaudited Interim Financial Information.*

23.1 Consent of Darian B. Andersen (included as part of
Exhibit 5).*

23.2 Consent of Coopers & Lybrand.*

23.3 Consent of KPMG Peat Marwick.*

24 Powers of Attorney pursuant to which amendments to
the Registration Statement may be filed (included on
signature page of the Registration Statement).*

99.1 Form of Exercise Agent Agreement between the Company
and American Stock Transfer & Trust Company.**

99.2 Form of Letter to Securities Dealers, Commercial
Banks, Trust Companies and Other Nominees.*

99.3 Form of Transmittal Letter to Holders of Common Stock
of the Company.*

99.4 Form of Transmittal Letter to Holders of Common Stock
of the Company whose addresses are outside the
continental United States and Canada and who have APO
or FPO addresses.*

99.5 Form of Transmittal Letter to Holders of Warrants of
the Company.*

99.6 Form of Transmittal Letter to Clients of Securities
Dealers, Commercial Banks, Trust Companies and Other
Nominees.*

99.7 Form of Instructions as to Use of the Doskocil
Companies Incorporated Rights Certificates.*

99.8 Form of Notice of Guaranteed Delivery.*

99.9 Form of Certification and Request for Additional
Rights.*
_____________________

* Filed herewith.
** To be filed by amendment.

Exhibit Number Description

(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 exhibit filed with the current
Report on Form 8-K filed on June 14, 1994.
(3) 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.
(4) 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.
(5) Incorporated by reference to the exhibits to the Current Report
on Form 8-K dated February 5, 1993.
(6) Incorporated by reference to the exhibits to the Current Report
on Form 8-K filed with the Commission on March 23, 1993.
(7) Incorporated by reference to the Annual Report on Form 10-K
(File No. 7803) filed with the Commission on March 31, 1994.

Item 17. Undertakings

The undersigned registrant hereby undertakes:

(a) To include any material information with respect to the
plan of distribution not previously described in the
registration statement or any material change to such
information in the registration statement;

(b) That for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and
the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

(c) To remove from registration by means of a post-effective
amendment any of the securities being registered which
remain unsold at the termination of the offering.

Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors,
officers or persons controlling the Company pursuant to
the foregoing provisions, or otherwise, the Company has
been informed that in the opinion of the Securities and
Exchange Commission such indemnification is against public
policy as expressed in the Act and is therefore
unenforceable. In the event that a claim for
indemnification against such liabilities (other than the
payment by the Company of expenses incurred or paid by a
director, officer, or controlling person of the Company in
the successful defense of any action, suit or proceeding)
is asserted by such director, officer or controlling
person in connection with the securities being registered,
the Company will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit
to a court of appropriate jurisdiction the question of
whether such indemnification by it is against public
policy as expressed in the Securities Act and will be
governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-3 and has duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Oklahoma City,
State of Oklahoma, on June 14, 1994.

DOSKOCIL COMPANIES INCORPORATED

By: /s/ John T. Hanes
Name John T. Hanes
Title:
Chairman of the Board of Directors,
President, Chief Executive Officer
and Director

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints John T. Hanes and William L.
Brady and each of them, his true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, for him
and in his name, place and stead, in any and all capacities, to sign
any and all amendments (including post-effective amendments) to this
Registration Statement and to file the same with all exhibits thereto,
and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents,
and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about
the premises as fully to all intents and purposes as he might or could
do in person, hereby ratifying and confirming all that said attorneys-
in-fact and agents, or any of them or their or his substitute or
substitute, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons
in the capacities and on the dates indicated:

Signature Title Date

/s/ John T. Chairman of the Board June 14, 1994
Hanes of Directors,
John T. Hanes President, Chief
Executive Officer and
Director (Principal
Executive Officer)

/s/ William L. Vice President and June 14, 1994
Brady Controller (Principal
William L. Brady Financial and
Accounting Officer)

Signature Title Date

/s/ Theodore Director June 14, 1994
Ammon
Theodore Ammon

/s/ Thomas W. Director June 14, 1994
Arenz
Thomas W. Arenz

/s/ Richard N. Director June 14, 1994
Bauch
Richard N. Bauch

/s/ Richard T. Director June 14, 1994
Berg
Richard T. Berg

/s/ Dort A. Director June 14, 1994
Cameron III
Dort A. Cameron
III

/s/ Yvonne V. Director June 14, 1994
Cliff
Yvonne V. Cliff

/s/ Robert D. Director June 14, 1994
Cook
Robert D. Cook

/s/ Terry M. Director June 14, 1994
Grimm
Terry M. Grimm

/s/ Peter A. Director June 14, 1994
Joseph
Peter A. Joseph

/s/ Michael I. Director June 14, 1994
Klein
Michael I. Klein

/s/ Paul S. Director June 14, 1994
Levy
Paul S. Levy

/s/ Angus C. Director June 14, 1994
Littlejohn, Jr.
Angus C.
Littlejohn, Jr.

/s/ Paul W. Marshall Director June 14, 1994
Paul W. Marshall

Exhibit 4.2

DOSKOCIL COMPANIES INCORPORATED RIGHTS CERTIFICATE NO. ________
CUSIP NO.

THE TERMS AND CONDITIONS OF THE RIGHTS OFFERING ARE SET FORTH
IN THE PROSPECTUS OF DOSKOCIL COMPANIES INCORPORATED (THE "COMPANY")
DATED _________, 1994 (THE "PROSPECTUS") AND ARE INCORPORATED HEREIN
BY REFERENCE. COPIES OF THE PROSPECTUS ARE AVAILABLE UPON REQUEST
FROM THE COMPANY AND AMERICAN STOCK TRANSFER & TRUST COMPANY (THE
"EXERCISE AGENT").

THIS CERTIFICATE OR A NOTICE OF GUARANTEED DELIVERY MUST BE
RECEIVED BY THE EXERCISE AGENT WITH PAYMENT IN FULL BY 5:00 P.M.,
NEW YORK CITY TIME, ON _________, 1994 OR SUCH LATER DATE TO WHICH
THE RIGHTS OFFERING MAY HAVE BEEN EXTENDED AT THE OPTION OF THE
COMPANY (THE "EXPIRATION DATE").

EXERCISE PRICE $XX PER SHARE RIGHTS TO PURCHASE
[Name and Address of Registered Holder] COMMON STOCK OF
DOSKOCIL COMPANIES INCORPORATED

The Rights represented by this Rights Certificate may be exercised
by duly completing Form 1; may be transferred or exercised or sold
through a bank or broker by duly completing Form 2; and may be
sold through the Exercise Agent by duly completing Form 3. Rights
holders are advised to review the Prospectus and instructions,
copies of which are available from the Information Agent and the
Exercise Agent, before exercising or selling their Rights.
IMPORTANT: Complete the appropriate FORM and, if applicable,
delivery instructions, and SIGN on reverse side.

The registered owner whose name is inscribed hereon, or as-
signs, is entitled to subscribe for shares of Common Stock upon the
terms and subject to the conditions set forth in the Prospectus and
instructions relating thereto.

By By
JOHN T. HANES WILLIAM L. BRADY
Chairman of the Board of Directors, Vice President and Controller
President and Chief Executive Officer

THIS RIGHTS CERTIFICATE IS TRANSFERABLE AND MAY BE COMBINED OR
DIVIDED (BUT ONLY INTO RIGHTS CERTIFICATES EVIDENCING A WHOLE NUMBER
OF RIGHTS) AT THE OFFICE OF THE EXERCISE AGENT.

RIGHTS HOLDERS SHOULD BE AWARE THAT IF THEY CHOOSE TO EXERCISE
OR TRANSFER LESS THAN ALL OF THE RIGHTS EVIDENCED HEREBY, THEY MAY

NOT RECEIVE A NEW RIGHTS CERTIFICATE IN SUFFICIENT TIME TO EXERCISE
THE REMAINING RIGHTS EVIDENCED THEREBY.

AN EXERCISE OF RIGHTS EVIDENCED HEREBY IS IRREVOCABLE.

FORM 1 - EXERCISE AND SUBSCRIPTION: The undersigned hereby
irrevocably exercises one or more Rights to subscribe for shares of
Common Stock as indicated below, on the terms and subject to the
conditions specified in the Prospectus, receipt of which is hereby
acknowledged.

(a) Number of shares subscribed for pursuant to the Basic Sub-
scription Privilege (one Right needed to subscribe for
each full share):

(b) Number of shares subscribed for pursuant to the Oversub-
scription Privilege (to exercise the Oversubscription
Privilege, the Basic Subscription Privilege must be exer-
cised in full):

(c) Total Exercise Price (total number of shares subscribed
for - pursuant to both the Basic Subscription Privilege
and the Oversubscription Privilege - times the Exercise
Price of $XX.XX): $ (1)

METHOD OF PAYMENT

CHECK, BANK DRAFT OR MONEY ORDER PAYABLE TO AMERICAN STOCK
TRANSFER & TRUST COMPANY. Amount: ______________
WIRE TRANSFER DIRECTED TO AMERICAN STOCK TRANSFER & TRUST
COMPANY ACCOUNT AT CHEMICAL BANK, Account No. 61-093-045;
ABA No. 021-000-128. Amount: ______________

(d) If the number of Rights being exercised pursuant to the
Basic Subscription Privilege is less than all of the
Rights represented by this Rights Certificate (check only
one):
DELIVER TO ME A NEW RIGHTS CERTIFICATE EVIDENCING THE
REMAINING RIGHTS TO WHICH I AM ENTITLED.
DELIVER A NEW RIGHTS CERTIFICATE EVIDENCING THE REMAINING
RIGHTS IN ACCORDANCE WITH MY FORM 2 INSTRUCTIONS (which
include any required signature guarantees).
SELL THE REMAINING UNEXERCISED RIGHTS IN ACCORDANCE WITH
MY FORM 3 INSTRUCTIONS.

1 If the amount enclosed or transmitted is not sufficient to pay
the Exercise Price for all shares that are stated to be sub-
scribed for, or if the number of shares being subscribed for
is not specified, the number of shares subscribed for will be
assumed to be the maximum number that could be subscribed for
upon payment of such amount. If the number of shares to be
subscribed for pursuant to the Oversubscription Privilege is
not specified and the amount enclosed or transmitted exceeds
the Exercise Price for all shares represented by this Rights
Certificate (the "Exercise Excess"), the person subscribing
pursuant thereto shall be deemed to have exercised the Over-
subscription Privilege to purchase, to the extent available,
that number of whole shares of Common Stock equal to the
quotient obtained by dividing the Exercise Excess by $XX.XX.
Any amount remaining after such division shall be returned to
the subscriber.

CHECK HERE IF RIGHTS ARE BEING EXERCISED PURSUANT TO NOTICE OF
GUARANTEED DELIVERY DELIVERED TO THE EXERCISE AGENT PRIOR TO
THE DATE HEREOF AND COMPLETE THE FOLLOWING:
Name(s) of Registered Owner(s)

Window Ticket number (if any)
Date of Execution of Notice of Guaranteed Delivery
Name of Institution which Guaranteed Delivery

(e) Soliciting Dealer

Indicate the name of the dealer, if any, that solicited the
exercise of the Rights exercised in this FORM 1 (check one Box
only):

Merrill Lynch & Co.

Johnson Rice & Company, L.L.C.

Other:_____________________________________
(Write in name of Soliciting Dealer)

FORM 2 - TO TRANSFER YOUR RIGHTS CERTIFICATE OR SOME OR ALL OF
YOUR RIGHTS OR TO EXERCISE OR SELL RIGHTS THROUGH YOUR BANK OR
BROKER: For value received, Rights represented by this Rights
Certificate are hereby assigned to (please print name and address
and Social Security No. of transferee in full):

Name:

Address:

Social Security Number

FORM 3 - CHECK HERE TO SELL YOUR UNEXERCISED RIGHTS THROUGH
EXERCISE AGENT: Check box if the undersigned hereby authorizes
the Exercise Agent to sell any Rights represented by this
Rights Certificate but not exercised hereby and to deliver to
the undersigned a check for the net proceeds.

FORM 4 - SPECIAL PAYMENT, ISSUANCE AND/OR DELIVERY INSTRUC-
TIONS: Name and/or address for mailing any stock, new Rights
Certificate or cash payment if other than shown on the face
hereof:

Name: ________________________________________________________

Address: _____________________________________________________

______________________________________________________________
(including zip code)

IMPORTANT
RIGHTS HOLDER SIGN HERE
AND, IF RIGHTS ARE BEING SOLD OR EXERCISED
COMPLETE SUBSTITUTE FORM W-9

(Signature(s) of Registered Holder(s))

Dated: , 1994

(Must be signed by the registered holder(s) exactly as
name(s) appear(s) on this Rights Certificate. If signature is by
trustee(s), executor(s), administrator(s), guardian(s),
attorney(s)-in-fact, agent(s), officer(s) or a corporation or
another acting in a fiduciary or representative capacity, please
provide the following information. See Instructions.)

Name(s)

(Please Print)
Capacity

Address
(Including Zip Code)
Area Code and
Telephone Number
(Home)

(Business)
Tax Identification or
Social Security No.
(Complete Substitute Form W-9)

GUARANTEE OF SIGNATURE(S)
Note: See paragraph 5(c) of Instructions

Authorized Signature

Name

Title

Name of Firm

Address

Area Code and Telephone Number

Dated: , 1994

Exhibit 5

[Letterhead of Doskocil Companies Incorporated]

June 13, 1994

Board of Directors
Doskocil Companies Incorporated
2601 Northwest Expressway
Suite 1000W
Oklahoma City, OK 73112

Re: Registration on Form S-3

Dear Ladies and Gentlemen:

I am Secretary and Corporate Counsel of
Doskocil Companies Incorporated, a Delaware corporation
(the "Company"), and have acted as such in connection
with the registration under the Securities Act of 1933,
as amended (the "Act"), of 5,555,556 shares (the
"Shares") of the Company's common stock, par value $.01
per share (the "Common Stock"), and 5,555,556 rights to
purchase Shares (the "Rights") to be evidenced by rights
certificates in the form of Exhibit 4.2 to the
Registration Statement (the "Rights Certificates").

This opinion is delivered in accordance with
the requirements of Item 601(b)(5) of Regulation S-K
promulgated under the Act.

In connection with this opinion, I have
examined and am familiar with the Registration Statement
on Form S-3 relating to the Rights and the Shares filed
with the Securities and Exchange Commission (the
"Commission") on June 14, 1994 (the "Registration
Statement"); the Amended and Restated Certificate of
Incorporation of the Company; the Amended and Restated
By-laws of the Company; the form of Rights Certificate
filed as Exhibit 4.2 to the Registration Statement;
resolutions of the Board of Directors of the Company
relating to, among other things, the distribution of the
Rights and the issuance of Shares upon exercise of the
Rights; a specimen certificate evidencing the Common
Stock; and such other agreements, certificates of public
officials and officers of the Company, records,
documents, and matters of law that I deemed necessary or
appropriate as a basis for the opinions set forth herein.

In my examination I have assumed the
genuineness of all signatures, the legal capacity of
natural persons, the authenticity of all documents
submitted to me as originals, the conformity to original
documents of all documents submitted to me as certified
or photostatic copies and the authenticity of the
originals of such copies.

I am admitted to the bar of the State of
Oklahoma and I express no opinion as to the laws of any
other jurisdiction except for the General Corporation Law
of the State of Delaware.

Based upon and subject to the foregoing and
assuming the due authorization of the final terms of the
Rights by the Pricing Committee of the Board of
Directors, I am of the opinion that:

1. The Rights have been duly authorized by
requisite corporate action by the Company
and, when the Rights Certificates have
been executed and delivered by the
Company, the Rights will entitle the
holders thereof to the rights specified in
the Rights Certificates.

2. The Shares to be issued upon the exercise
of the Rights have been duly authorized
and, when paid for in accordance with the
terms of the Rights, will be validly
issued, fully paid and nonassessable.

I hereby consent to the filing of this opinion
as an exhibit to the Registration Statement and to the
use of my name in the Registration Statement under the
caption "Legal Opinions". In giving such consent, I do
not hereby admit that I come into the category of persons
whose consent is required under Section 7 of the Act or
the rules and regulations of the Commission promulgated
thereunder.

Sincerely,

/s/ Darian B. Andersen
Darian B. Andersen
Corporate Counsel and
Secretary

Exhibit 15

[Letterhead of Coopers & Lybrand]

June 13, 1994

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

Re: Doskocil Companies Incorporated
Registration on Form S-3

We are aware that our report dated April 29, 1994 on our
review of interim financial information of Doskocil
Companies Incorporated as of April 2, 1994 and for the
periods ended April 2, 1994 and April 3, 1993 and
included in the Company's quarterly report on Form 10-Q
for the quarter ended April 2, 1994 is incorporated by
reference in this registration statement. Pursuant to
Rule 4367(c) under the Securities Act of 1933, this
report should not be considered a part of the
registration statement prepared or certified by us within
the meaning of Sections 7 and 11 of that Act.

COOPERS & LYBRAND

Exhibit 23.2

[Letterhead of Coopers & Lybrand]

CONSENT OF INDEPENDENT ACCOUNTANTS

We consent to the incorporation by reference in the
registration statement of Doskocil Companies Incorporated
on Form S-3 (File No. 33- ) of our report, which
includes an explanatory paragraph relating to the
Company's adoption of new methods of accounting for
income taxes and postretirement benefits other than
pensions, dated March 1, 1994, on our audits of the
consolidated financial statements and financial statement
schedules of Doskocil Companies Incorporated as of
January 1, 1994 and January 2, 1993, and for the years
ended January 1, 1994 and January 2, 1993, the three
months ended December 28, 1991 and the nine months ended
September 28, 1991, which report is included in the
Annual Report on Form 10-K for the year ended January 1,
1994, which Form 10-K is incorporated by reference in
this registration statement. We also consent to the
reference to our firm as experts, under the caption
Independent Public Accountants.

COOPERS & LYBRAND

Tulsa, Oklahoma
June 13, 1994

Exhibit 23.3

[Letterhead of KPMG Peat Marwick]

INDEPENDENT AUDITORS' CONSENT

The Board of Directors
Doskocil Companies Incorporated:

We consent to the use of our report dated February 21,
1994 on the financial statements of the Frozen Specialty
Foods Business (a unit of the Prepared Foods Division of
International Multifoods Corporation) as of November 27,
1993, February 27, 1993 and February 29, 1992 and for the
nine months ended November 27, 1993 and the years ended
February 27, 1993 and February 29, 1992 incorporated
herein by reference and to the reference to our firm
under the heading "Independent Public Accountants" in the
prospectus.

Our report refers to the adoption by the Frozen Specialty
Foods Business of the provisions of the Financial
Accounting Standards Board's Statement of Financial
Accounting Standards No. 109, Accounting for Income
Taxes, in the nine months ended November 27, 1993 and
Statement of Financial Accounting Standards No. 106,
Employers' Accounting for Postretirement Benefits Other
Than Pensions, in the year ended February 29, 1992.

KPMG PEAT MARWICK

Orange County, California
June 13, 1994

Exhibit 99.2

DOSKOCIL COMPANIES INCORPORATED
[ ] SHARES OF COMMON STOCK
OFFERED PURSUANT TO RIGHTS
DISTRIBUTED TO STOCKHOLDERS AND WARRANTHOLDERS OF
DOSKOCIL COMPANIES INCORPORATED

To Securities Dealers, Commercial Banks,
Trust Companies and Other Nominees:

Enclosed are a Prospectus, dated [ , 1994] (the
"Prospectus"), and Instructions as to Use of the Doskocil Companies
Incorporated Rights Certificates (the "Instructions"), relating to the
offering of [ ] shares of common stock, par value $.01 per share
(the "Common Stock"), of Doskocil Companies Incorporated (the "Company"),
at a price of $ xx per share, in cash, pursuant to transferable
subscription rights (the "Rights") distributed to holders of record of
Common Stock and warrants to purchase Common Stock, as of the close of
business on __________, 1994 (the "Record Date"). The Rights are described
in the Prospectus and evidenced by a Rights Certificate registered in your
name or the name of your nominee.

Each beneficial owner of Common Stock registered in your name or the
name of your nominee is entitled to __ Right for each share of Common Stock
owned by such beneficial owner. All fractional Rights will be rounded up to
the nearest whole number, but only if you deliver to American Stock
Transfer & Trust Company, the Exercise Agent, a certification in the
required form prior to 5:00 P.M., New York City time, on _______________,
1994. Each such certification will require you to certify, among other
things, that you are requesting the rounding up of fractional Rights on
behalf of bona fide beneficial owners entitled thereto.

We are asking you to contact your clients for whom you hold shares of
Common Stock registered in your name or in the name of your nominee to
obtain instructions with respect to the Rights.

You will be reimbursed for customary mailing and handling expenses
incurred by you in forwarding any of the enclosed materials to your
clients. Except for the fees charged by the Exercise Agent (which will be
paid by the Company, as described in the Prospectus) all commissions, fees
and other expenses (including brokerage commissions and transfer taxes)
incurred in connection with the purchase, sale or exercise of Rights will
be for the account of the transferor of the Rights, and none of such
commissions, fees or expenses will be paid by the Company or the Exercise
Agent. The Company will pay all transfer taxes, if any, applicable to the
sale of shares of Common Stock upon the exercise of Rights.

Enclosed are copies of the following documents:

1. The Prospectus;

2. The "Instructions as to Use of the Doskocil Companies
Incorporated Rights Certificate" (including Guidelines For
Certification of Taxpayer Identification on Substitute Form W-9);

3. A form of letter which may be sent to your clients for
whose accounts you hold shares of the Company's Common Stock
registered in your name or the name of your nominee, with space
provided for obtaining such clients' instructions with regard to the
Rights;

4. A Notice of Guaranteed Delivery for Exercise of Rights;
and

5. A return envelope addressed to American Stock Transfer
& Trust Company, the Exercise Agent.

Your prompt action is requested. The Rights will expire at 5:00 P.M.,
New York City time, on _______________, unless extended by the Company at
its discretion (the "Expiration Date").

To exercise Rights, properly completed and executed Rights
Certificates (unless the guaranteed delivery procedures are complied with)
and payment in full for all Rights exercised must be delivered to the
Exercise Agent as indicated in the Prospectus prior to 5:00 P.M., New York
City time, on the Expiration Date.

Additional copies of the enclosed materials, and the certification
needed to round up fractional shares, may be obtained from American Stock
Transfer & Trust Company, the Exercise Agent. Their toll-free telephone
number is (800) 937-5449 or you may call collect to (212) 440-9800.

Very truly yours,

DOSKOCIL COMPANIES INCORPORATED

NOTHING HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR
ANY PERSON AS AN AGENT OF DOSKOCIL COMPANIES INCORPORATED, THE EXERCISE
AGENT, THE DEALER MANAGERS OR ANY OTHER PERSON MAKING OR DEEMED TO BE
MAKING OFFERS OF THE COMMON STOCK, OR AUTHORIZE YOU OR ANY OTHER PERSON TO
MAKE ANY STATEMENTS ON BEHALF OF ANY OF THEM WITH RESPECT TO THE OFFERING,
EXCEPT FOR STATEMENTS EXPRESSLY MADE IN THE PROSPECTUS OR THE RIGHTS
CERTIFICATES.

Exhibit 99.3

LETTER OF TRANSMITTAL

__________, 1994

IMPORTANT NOTICE AND INSTRUCTIONS
CONCERNING YOUR RIGHT TO SUBSCRIBE FOR COMMON STOCK

To Holders of Common Stock:

Enclosed for your consideration are a Rights
Certificate, a Prospectus, dated _______________, 1994,
and the "Instructions as to Use of the Doskocil Companies
Incorporated Rights Certificate" relating to the offer of
[ ] shares (the "Underlying Shares") of common
stock, $0.01 par value per share (the "Common Stock"), of
Doskocil Companies Incorporated (the "Company") at a
price of $ xx per share, in cash (the "Exercise Price"),
pursuant to transferable subscription rights (the
"Rights") distributed to holders of record ("Record
Holders") of Common Stock and warrants to purchase Common
Stock, of the Company, as of the close of business on
______, 1994 unless extended at the option of the Company
(the "Record Date").

As described in the accompanying Prospectus, you
will receive one transferable Right for every xx shares
of Common Stock held of record by you as of the Record
Date. Each Right will entitle you to subscribe for one
share of Common Stock (the "Basic Subscription
Privilege") at the Exercise Price. If you exercise your
Basic Subscription Privilege in full, you will also have
the right (the "Oversubscription Privilege") to subscribe
for Underlying Shares available after satisfaction of all
subscriptions pursuant to Basic Subscription Privileges
("Excess Shares"), up to the total number of Underlying
Shares but subject to proration, at the Exercise Price.
If there are insufficient Excess Shares to satisfy all
exercised Oversubscription Privileges, Excess Shares will
be allocated pro rata (subject to the elimination of
fractional shares) among those holders of Rights
("Holders") exercising the Oversubscription Privilege in
proportion to the number of Rights exercised by each
Holder pursuant to the Basic Subscription Privilege,
relative to the number of Rights exercised pursuant to
the Basic Subscription Privilege by all Holders
exercising the Oversubscription Privilege, provided,
however, that if such pro rata allocation results in any
Holder being allocated a greater number of Excess Shares
than such Holder of Rights subscribed for pursuant to the
exercise of that Holder's Oversubscription Privilege,
then such Holder will be allocated only that number of
Excess Shares for which such holder oversubscribed, and
the remaining Excess Shares will be allocated among all
other Holders exercising the Oversubscription Privilege
on the same basis outlined above; such proration will be
repeated until all Excess Shares have been allocated to
the full extent of the Oversubscription Privileges
exercised.

Both the Basic Subscription Privilege and the
Oversubscription Privilege are subject to the potential
reduction described in the Prospectus. If the Company
believes that the issuance of Underlying Shares pursuant
to the Basic Subscription Privilege or Oversubscription
Privilege will have an adverse effect upon the Company's
ability to utilize certain Federal tax benefits, then the
Company will have the right to reduce the number of
Underlying Shares issuable to the extent necessary in the
opinion of the Company to avoid such an adverse effect.

Information on the Federal income tax treatment of
the Rights Certificates and the Common Stock is provided
in the Prospectus.

The net proceeds to the Company of the Rights
Offering will be used to repay undebtedness incurred to
finance the acquisition of the Frozen Specialty Foods
division of International Multifoods Corporation and for
general coporate purposes.

Rights are transferable and Holders that wish to
sell their Rights may do so. It is anticipated that the
Rights will trade on the NASDAQ National Market System up
to and including the close of business on the Expiration
Date.

If you wish to subscribe for Common Stock, your
executed Rights Certificate (unless Notice of Guaranteed
Delivery is given), filled out to indicate your choice of
options, must be received along with the aggregate
Exercise Price by American Stock Transfer & Trust Company
(the "Exercise Agent") by 5:00 p.m., New York City time,
on the Expiration Date. After the Expiration Date, Basic
Subscription Rights will no longer be exercisable to
purchase shares of Common Stock and will have no value.

If you wish to sell any or all of your Basic
Subscription Right through the Exercise Agent, your
executed Rights Certificate, filled out to indicate your
choice of options, must be received by the Exercise Agent
by _____ a.m., New York City time, on _______________,
1994. Basic Subscription Rights may also be sold through
a bank or broker in the manner set forth in the
Instructions Booklet.

ANY QUESTIONS OR REQUESTS FOR ASSISTANCE CONCERNING
THE OFFERING SHOULD BE DIRECTED TO AMERICAN STOCK
TRANSFER & TRUST COMPANY, THE EXERCISE AGENT, AT THE
FOLLOWING TELEPHONE NUMBER: (800) 937-5449.

Very truly yours,

John T. Hanes
Chairman of the Board of Directors

and Chief Executive Officer

Enclosures

Exhibit 99.4

LETTER OF TRANSMITTAL

__________, 1994

IMPORTANT NOTICE AND INSTRUCTIONS
CONCERNING YOUR RIGHT TO SUBSCRIBE FOR COMMON STOCK

To the Holders of Common Stock
and Warrants whose addresses
are outside the Continental
United States and Canada or
who have A.P.O. or F.P.O.
addresses:

Enclosed for your consideration is a Prospectus,
dated _______________, 1994 relating to the offer of
[ ] shares (the "Underlying Shares") of common
stock, $0.01 par value per share (the "Common Stock"), of
Doskocil Companies Incorporated (the "Company") at a
price of $ xx per share, in cash (the "Exercise Price"),
pursuant to transferable subscription rights (the
"Rights") distributed to holders of record ("Record
Holders") of Common Stock and warrants ("Warrants") to
purchase Common Stock, of the Company, as of the close of
business on ______, 1994 unless extended at the option of
the Company (the "Record Date").

As described in the accompanying Prospectus, you
will receive one transferable Right for every xx shares
of Common Stock held of record by you as of the Record
Date or acquirable through the exercise Warrants held of
record by you as of the Record Date. Each Right will
entitle you to subscribe for one share of Common Stock
(the "Basic Subscription Privilege") at the Exercise
Price. If you exercise your Basic Subscription Privilege
in full, you will also have the right (the
"Oversubscription Privilege") to subscribe for Underlying
Shares available after satisfaction of all subscriptions
pursuant to Basic Subscription Privileges ("Excess
Shares"), up to the total number of Underlying Shares but
subject to proration, at the Exercise Price. If there are
insufficient Excess Shares to satisfy all exercised
Oversubscription Privileges, Excess Shares will be
allocated pro rata (subject to the elimination of
fractional shares) among those holders of Rights
("Holders") exercising the Oversubscription Privilege in
proportion to the number of Rights exercised by each
Holder pursuant to the Basic Subscription Privilege,
relative to the number of Rights exercised pursuant to
the Basic Subscription Privilege by all Holders
exercising the Oversubscription Privilege, provided,
however, that if such pro rata allocation results in any
Holder being allocated a greater number of Excess Shares
than such Holder of Rights subscribed for pursuant to the
exercise of that Holder's Oversubscription Privilege,
then such Holder will be allocated only that number of
Excess Shares for which such holder oversubscribed, and
the remaining Excess Shares will be allocated among all
other Holders exercising the Oversubscription Privilege
on the same basis outlined above; such proration will be
repeated until all Excess Shares have been allocated to
the full extent of the Oversubscription Privileges
exercised.

Information on the Federal income tax treatment of
the Rights Certificates and the Common Stock is provided
in the Prospectus.

The net proceeds to the Company of the Rights
Offering will be used to repay indebtedness incurred to
finance the acquisition of the Frozen Specialty Foods
division of International Multifoods Corporation and for
general corporate purposes.

Rights Certificates have not been mailed to
stockholders whose addresses are outside the United State
and Canada or who have APO or FPO addresses. Instead,
the Rights Certificate will be held by American Stock
Transfer & Trust Company (the "Exercise Agent"), which
will follow the instructions of such stockholders for the
exercise or other disposition of such Rights
Certificates. To exercise Rights, you must notify the
Exercise Agent by 11:00 a.m., New york City time, on
_____________, 1994.

ANY QUESTIONS OR REQUESTS FOR ASSISTANCE CONCERNING
THE OFFERING SHOULD BE DIRECTED TO AMERICAN STOCK
TRANSFER & TRUST COMPANY, THE EXERCISE AGENT, AT THE
FOLLOWING TELEPHONE NUMBER: (800) 937-5449.

Very truly yours,

John T. Hanes
Chairman of the Board of Directors
and Chief Executive Officer

Enclosures

Exhibit 99.5

LETTER OF TRANSMITTAL

__________, 1994

IMPORTANT NOTICE AND INSTRUCTIONS
CONCERNING YOUR RIGHT TO SUBSCRIBE FOR COMMON STOCK

To the Holders of Warrants to Acquire Common Stock:

Enclosed for your consideration are a Rights
Certificate, a Prospectus, dated _______________, 1994,
and the "Instructions as to Use of the Doskocil Companies
Incorporated Rights Certificate" relating to the offer of
[ ] shares (the "Underlying Shares") of common
stock, $0.01 par value per share (the "Common Stock"), of
Doskocil Companies Incorporated (the "Company") at a
price of $ xx per share, in cash (the "Exercise Price"),
pursuant to transferable subscription rights (the
"Rights") distributed to holders of record ("Record
Holders") of Common Stock and warrants ("Warrants") to
purchase Common Stock, of the Company, as of the close of
business on ______, 1994 unless extended at the option of
the Company (the "Record Date").

Information on the Federal income tax treatment of
the Rights Certificates and the Common Stock is provided
in the Prospectus.

ANY QUESTIONS OR REQUESTS FOR ASSISTANCE CONCERNING
THE OFFERING SHOULD BE DIRECTED TO AMERICAN STOCK
TRANSFER & TRUST COMPANY, THE EXERCISE AGENT, AT THE
FOLLOWING TELEPHONE NUMBER: (800) 937-5449.

Very truly yours,

John T. Hanes
Chairman of the Board of Directors
and Chief Executive Officer

Enclosures

Exhibit 99.6

[ ] SHARES OF COMMON STOCK OF DOSKOCIL COMPANIES
INCORPORATED
OFFERED PURSUANT TO RIGHTS
DISTRIBUTED TO STOCKHOLDERS AND WARRANTHOLDERS
OF DOSKOCIL COMPANIES INCORPORATED

To Our Clients:

Enclosed for your consideration are a Prospectus, dated
_______________, 1994, and the "Instructions as to Use of the
Doskocil Companies Incorporated Rights Certificates" relating to
the offer of [ ] shares (the "Underlying Shares") of
common stock, par value $.01 per share (the "Common Stock"), of
Doskocil Companies Incorporated (the "Company"), at a price of
$ xx per share, in cash, pursuant to transferable subscription
rights (the "Rights") distributed to holders of record ("Record
Holders") of Common Stock and warrants to purchase Common Stock,
of the Company, as of the close of business on _______________,
1994 (the "Record Date").

As described in the accompanying Prospectus, you will
receive one transferable Right for every xx shares of Common
Stock carried by us in your account as of the Record Date. Each
Right will entitle you to subscribe for one share of Common Stock
(the "Basic Subscription Privilege") at an exercise price of $ xx
per share (the "Exercise Price"), subject to reduction as
described below. If you exercise your Basic Subscription
Privilege in full, you will also have the right (the
"Oversubscription Privilege") to subscribe for Underlying Shares
available after satisfaction of all subscriptions pursuant to
Basic Subscription Privileges ("Excess Shares"), up to the total
number of Underlying Shares but subject to reduction and
proration, at the Exercise Price. If there are insufficient
Excess Shares to satisfy all exercised Oversubscription
Privileges, Excess Shares will be allocated pro rata (subject to
the elimination of fractional shares) among those holders of
Rights ("Holders") exercising the Oversubscription Privilege in
proportion to the number of Rights exercised by each Holder
pursuant to the Basic Subscription Privilege, relative to the
number of Rights exercised pursuant to the Basic Subscription
Privilege by all Holders exercising the Oversubscription
Privilege, provided, however, that if such pro rata allocation
results in any Holder being allocated a greater number of Excess
Shares than such Holder of Rights subscribed for pursuant to the
exercise of that Holder's Oversubscription Privilege, then such
Holder will be allocated only that number of Excess Shares for
which such holder oversubscribed, and the remaining Excess Shares
will be allocated among all other Holders exercising the
Oversubscription Privilege on the same basis outlined above; such
proration will be repeated until all Excess Shares have been
allocated to the full extent of the Oversubscription Privileges
exercised. Both the Basic Subscription Privilege and the
Oversubscription Privilege are subject to the potential reduction
described in the Prospectus.

If the Company believes, following the Expiration Date, that
the issuance of Underlying Shares pursuant to the Basic
Subscription Privilege or the Oversubscription Privilege will
have an adverse effect upon its ability to utilize its net
operating loss carryforwards (including its built-in losses),
then the Company will have the right to reduce the number of
Underlying Shares issuable to all Holders exercising the Basic
Subscription Privilege or the Oversubscription Privilege pro
rata, or, to any individual Holder whose exercise of the Basic
Subscription Privilege or Oversubscription Privilege may create
such adverse effect, to the extent necessary in the sole opinion
of the Company to avoid such adverse effect.

Rights are transferable and Holders that wish to sell their
Rights may do so. It is anticipated that the Rights will trade on
the NASDAQ National Market System up to and including the close
of business on the Expiration Date.

The materials enclosed are being forwarded to you as the
beneficial owner of shares of the Common Stock carried by us in
your account but not registered in your name. Exercises and sales
of Rights may be made by only us as the Record Holder and
pursuant to your instructions. Accordingly, we request
instructions as to whether you wish us to elect to subscribe for
any shares of Common Stock, or sell (or direct the Exercise Agent
to endeavor to sell) any Rights, to which you are entitled
pursuant to the terms and subject to the conditions set forth in
the enclosed Prospectus and Instructions as to Use of Rights
Certificate. However, we urge you to read these documents
carefully before instructing us to exercise or sell Rights.

Your instructions to us should be forwarded as promptly as
possible in order to permit us to exercise or sell Rights on your
behalf in accordance with the provisions of the offering. The
offering will expire at 5:00 P.M., New York City time, on
__________, 1994, unless the offering is extended by the Company
at its option. Once you have exercised a Right, such exercise may
not be revoked.

If you wish to have us, on your behalf, exercise the Rights
for any shares of Common Stock to which you are entitled, or sell
(or direct the Exercise Agent to endeavor to sell) such Rights,
please so instruct us by completing, executing and returning to
us the instruction form on the reverse side of this letter.

ANY QUESTIONS OR REQUESTS FOR ASSISTANCE CONCERNING THE
OFFERING SHOULD BE DIRECTED TO AMERICAN STOCK TRANSFER & TRUST,
THE EXERCISE AGENT, AT THE FOLLOWING TELEPHONE NUMBER: (800) 937-
5449.

INSTRUCTIONS

The undersigned acknowledge(s) receipt of your letter and
the enclosed materials referred to therein relating to the
offering of shares of Common Stock.

This will instruct you whether to exercise or sell (or
direct the Exercise Agent to endeavor to sell) Rights to purchase
Common Stock distributed with respect to the Common Stock held by
you for the account of the undersigned, pursuant to the terms and
subject to the conditions set forth in the Prospectus and the
related Instructions as to Use of Rights Certificate.

Box 1. ( ) Please DO NOT EXERCISE RIGHTS for shares of
Common Stock.

Box 2. ( ) Please EXERCISE RIGHTS for shares of Common
Stock as set forth below.

Number
of Exercise
Rights Price Payment
________ ________ _______

Basic Subscription Right: ________ X $xx.00 = $______(Line 1)

Oversubscription Right: ________ X $xx.00 = $______(Line 2)

Total Payment Required = $______(Sum of
Lines 1
and 2;
must equal
total of
amounts in
Boxes 3
and 4)

Box 3. ( ) Payment in the following amount is enclosed:
$ ______.

Box 4. ( ) Please deduct payment from the following
account maintained by you as follows:

___________________ ____________________
Type of Account Account No.

Amount to be deducted: $_______________

Box 5. ( ) Please DIRECT THE EXERCISE AGENT TO ENDEAVOR
TO SELL ALL RIGHTS held for my account.

Box 6. ( ) Please SELL RIGHTS other than through the
Exercise Agent as set forth below:

Sell ___ Rights.

Date: _______________________, 1994 ___________________________

___________________________
Signature(s)

Please type or print name(s) below

___________________________

Exhibit 99.7

INSTRUCTIONS AS TO USE OF THE DOSKOCIL COMPANIES
INCORPORATED RIGHTS CERTIFICATES

CONSULT THE INFORMATION AGENT, YOUR BANK OR BROKER
AS TO ANY QUESTIONS

The following instructions relate to a rights offering
(the "Rights Offering") by Doskocil Companies Incorporated, a
Delaware corporation (the "Company"), to the holders of its
Common Stock, par value $0.01 per share (the "Common Stock"),
and warrants to acquire Common Stock (the "Warrants"), as
described in the Company's Prospectus dated _______, 1994 (the
"Prospectus"). Holders of record of Common Stock and Warrants
at the close of business on _______, 1994 (the "Record Date")
are receiving .XX transferable subscription rights (the
"Rights") for each share of Common Stock held or acquirable
upon exercise of Warrants by them on the Record Date. An
aggregate of approximately [ ] Rights exercisable to
purchase an aggregate of approximately [ ] shares of
Common Stock (the "Underlying Shares") are being distributed in
connection with the Rights Offering. The Rights will expire at
5:00 p.m., New York City time, on __________, 1994, unless
extended as described in the Prospectus (the "Expiration
Date"). It is anticipated that the Rights will be traded on
the National Association of Securities Dealers' Automated
Quotation System/National Market System ("NASDAQ/NMS").

Each Right is exercisable, upon payment of $XX.XX in
cash (the "Exercise Price"), to purchase one share of Common
Stock (the "Basic Subscription Privilege"), subject to possible
reduction described below. In addition, subject to the allot-
ment and possible reduction described below, each Right also
carries the right to subscribe at the Exercise Price for addi-
tional shares of Common Stock up to the total number of Under-
lying Shares (the "Oversubscription Privilege"); provided that
the holder of such Right (a "Holder") exercises such Holder's
Oversubscription Privilege in full. Underlying Shares will be
available for purchase pursuant to the Oversubscription Privi-
lege only to the extent that all the Underlying Shares are not
subscribed for through the exercise of the Basic Subscription
Privilege by the Expiration Date or are not issuable pursuant
to the Basic Subscription Privilege as a result of a reduction
in the number of shares issuable to a holder of Rights as
described below. If the Underlying Shares so available (the
"Excess Shares") are not sufficient to satisfy all subscrip-
tions pursuant to the Oversubscription Privilege, the Excess
Shares will be allocated pro rata (subject to the elimination
of fractional shares) among the holders of Rights who exercise
the Oversubscription Privilege in proportion to the number of
Rights exercised by such Holder pursuant to the Basic Subscrip-
tion Privilege, relative to the number of Rights exercised
pursuant to the Basic Subscription Privilege by all Holders
exercising the Oversubscription Privilege; provided, however,
that if such pro rata allocation results in any holder being
allocated a greater number of Excess Shares than such Holder
subscribed for pursuant to the exercise of such Holder's Over-
subscription Privilege, then such Holder will be allocated only
such number of Excess Shares as such Holder oversubscribed for
and the remaining Excess Shares will be allocated among all
other Holders exercising Oversubscription Privileges on the
same pro rata basis outlined above; such proration will be
repeated until all Excess Shares have been allocated to the
full extent of the Oversubscription Privileges exercised. If a
proration of the Excess Shares results in a Holder receiving
fewer Excess Shares than such Holder subscribed for pursuant to
the Oversubscription Privilege, or a reduction of the number of
Underlying Shares issuable to a Holder or Holders pursuant to
the Basic Subscription Privilege or Oversubscription Privilege
occurs as described below, then the excess funds paid by that
Holder as the Exercise Price for shares not issued will be
returned without interest or deduction. See "The Rights Offer-
ing" in the Prospectus.

If the Company believes, following the Expiration Date,
that the issuance of Underlying Shares pursuant to the Basic
Subscription Privilege or the Oversubscription Privilege will
have an adverse effect upon its ability to utilize its net
operating loss carryforwards (including its built-in losses),
then the Company will have the right to reduce the number of
Underlying Shares issuable to all Holders exercising the Basic
Subscription Privilege or the Oversubscription Privilege pro
rata, or, to any individual Holder whose exercise of the Basic
Subscription Privilege or Oversubscription Privilege may create
such adverse effect, to the extent necessary in the sole opin-
ion of the Company to avoid such adverse effect. See "Risk
Factors -- Continuation of Net Operating Loss Carryforwards" in
the Prospectus. Such opinion of the Company shall be conclu-
sive and binding.

No fractional Rights or cash in lieu thereof will be
issued or paid. The number of Rights distributed by the Compa-
ny has been rounded up to the nearest whole number in order to
avoid issuing fractional Rights.

The number of Rights to which you are entitled is print-
ed on the face of your Rights Certificate. You should indicate
your wishes with regard to the exercise or sale of your Rights
by completing the appropriate form or forms on your Rights
Certificate and returning the certificate to the Exercise Agent
in the envelope provided.

Once a Holder has properly exercised the Basic Subscrip-
tion Privilege and/or the Oversubscription Privilege, such
exercise may not be revoked.

YOUR RIGHTS CERTIFICATE MUST BE RECEIVED BY THE EXERCISE
AGENT, OR GUARANTEED DELIVERY REQUIREMENTS WITH RESPECT TO YOUR
RIGHTS CERTIFICATES MUST BE COMPLIED WITH, AND PAYMENT OF THE
EXERCISE PRICE, INCLUDING FINAL CLEARANCE OF ANY CHECKS, MUST
BE RECEIVED BY THE EXERCISE AGENT, ON OR BEFORE 5:00 P.M., NEW
YORK CITY TIME, ON THE EXPIRATION DATE. YOU MAY NOT REVOKE ANY
EXERCISE OF A RIGHT.

1. SUBSCRIPTION PRIVILEGE.

To exercise Rights, complete Form 1 and send your prop-
erly completed and executed Rights Certificate, together with
payment in full of the Exercise Price for each Underlying Share
subscribed for pursuant to the Basic Subscription Privilege and
the Oversubscription Privilege, to the Exercise Agent. Payment
of the Exercise Price must be made in U.S. dollars for the full
number of Underlying Shares being subscribed for (a) by check
or bank draft drawn upon a U.S. bank or postal, telegraphic or
express money order payable to American Stock Transfer & Trust
Company, as Exercise Agent, or (b) by wire transfer of funds to
the account maintained by the Exercise Agent for the purpose of
accepting subscriptions at Chemical Bank Account No. 61-093-
045; ABA No. 021-000-128 or (c) a combination of the foregoing.
The Exercise Price will be deemed to have been received by the
Exercise Agent only upon (i) the clearance of any uncertified
check, (ii) the receipt by the Exercise Agent of any certified
check or bank draft drawn upon a U.S. bank or any postal,
telegraphic or express money order or (iii) the receipt of good
funds in the Exercise Agent's account designated above. If
paying by uncertified personal check, please note that the
funds paid thereby may take at least five business days to
clear. Accordingly, Holders who wish to pay the Exercise Price
by means of uncertified personal check are urged to make pay-
ment sufficiently in advance of the Expiration Date to ensure
that such payment is received and clears by such date and are
urged to consider payment by means of certified or cashier's
check, money order or wire transfer of funds.

You may also transfer your Rights Certificate to your
bank or broker in accordance with the procedures specified in
Section 3(a) below, make arrangements for the delivery of funds
on your behalf and request such bank or broker to exercise the
Rights Certificate on your behalf. Alternatively, you may
cause a written guarantee substantially in the form of Exhibit
A to these instructions (the "Notice of Guaranteed Delivery")
from a member firm of a registered national securities exchange
or a member of the National Association of Securities Dealers,
Inc., or from a commercial bank or trust company having an
office or correspondent in the United States (each of the
foregoing being an "Eligible Institution"), to be received by
the Exercise Agent at or prior to the Expiration Date together
with payments in full of the applicable Exercise Price. Such
Notice of Guaranteed Delivery must state your name, the number
of Rights represented by your Rights Certificate and the number
of Rights being exercised pursuant to the Basic Subscription
Privilege and the number of Underlying Shares, if any, being
subscribed for pursuant to the Oversubscription Privilege, and
will guarantee the delivery to the Exercise Agent of your
properly completed and executed Rights Certificates within five
NASDAQ/NMS trading days following the date of the Notice of
Guaranteed Delivery. If this procedure is followed, your
Rights Certificates must be received by the Exercise Agent
within five NASDAQ/NMS trading days of the Notice of Guaranteed
Delivery. Additional copies of the Notice of Guaranteed Deliv-
ery may be obtained upon request from the Information Agent at
the address, or by calling the telephone number, indicated
below.

Banks, brokers and other nominee Holders who exercise
Rights and the Oversubscription Privilege on behalf of benefi-
cial owners of Rights will be required to certify to the Exer-
cise Agent and the Company the aggregate number of Rights as to
which the Oversubscription Privilege has been exercised, and
the number of Underlying Shares thereby subscribed for by each
beneficial owner of Rights on whose behalf such nominee holder
is acting. If more Underlying Shares are subscribed for pursu-
ant to the Oversubscription Privilege than are available for
sale, Underlying Shares will be allocated as described above.

The address and telephone numbers of the Exercise Agent
are as follows:

If By Hand or By Overnight Courier:
American Stock Transfer & Trust Company
40 Wall Street
46th Floor
New York, New York 10005
Telephone:(800) 937-5449
(212) 936-5100
Telecopier:(718) 234-5001

If you exercise less than all of the Rights evidenced
by your Rights Certificate by so indicating in Form 1 of your
Rights Certificate, the Exercise Agent will issue to you a new
Rights Certificate evidencing the unexercised Rights or, if you
so indicate in Form 3 of your Rights Certificate, will endeavor
to sell such unexercised Rights for you. However, if you
choose to have a new Rights Certificate sent to you, you may
not receive any such new Rights Certificate in sufficient time
to permit you to sell or exercise the Rights evidenced thereby.
If you have not indicated the number of Rights being exercised,
or if you have not forwarded full payment of the Exercise Price
for the number of Rights that you have indicated are being
exercised, you will be deemed to have exercised the Basic
Subscription Privilege with respect to the maximum number of
whole Rights which may be exercised for the aggregate Exercise
Price payment delivered by you and to the extent that the
aggregate Exercise Price payment delivered by you exceeds the
product of the Exercise Price multiplied by the number of
Rights evidenced by the Rights Certificates delivered by you
(such excess being the "Exercise Excess"), you will be deemed
to have exercised your Oversubscription Privilege to purchase,
to the extent available, that number of whole Excess Shares
equal to the quotient obtained by dividing the Exercise Excess
by the Exercise Price.

2. DELIVERY OF STOCK CERTIFICATES, ETC.

The following deliveries and payments will be made to
the address shown on the face of your Rights Certificate unless
you provide instructions to the contrary on Form 4.

(a) Basic Subscription Privilege. As soon as prac-
ticable after the Expiration Date and the valid exercise of
Rights, the Exercise Agent will mail to each exercising Holder
certificates representing shares of Common Stock purchased
pursuant to the Basic Subscription Privilege.

(b) Oversubscription Privilege. As soon as practi-
cable after the Expiration Date and the consummation of the
Acquisition, the Exercise Agent will mail to each Holder who
validly exercises the Oversubscription Privilege the number of
shares allocated to such Holder pursuant to the Oversubscrip-
tion Privilege. See "The Rights Offering -- Subscription
Privileges -- Oversubscription Privilege" in the Prospectus.

(c) Cash Payments. As soon as practicable after the
Expiration Date, the Exercise Agent will mail to each Holder
who exercises the Basic Subscription Privilege and/or the
Oversubscription Privilege any excess funds received in payment
of the Exercise Price for Underlying Shares that are subscribed
for by such Holder but not allocated to such Holder as a result
of proration or reduction as described above, without interest
or deduction.

Promptly following any sale of the Rights through the
Exercise Agent, the Exercise Agent will mail a check for any
Rights sold to the holder of such Rights, less any applicable
brokerage commissions, taxes and other direct expenses or sale
charges.

3. TO SELL OR TRANSFER RIGHTS.

(a) Sale of Rights through a Bank or Broker. To
sell all Rights evidenced by a Rights Certificate through your
bank or broker, so indicate on Form 2 and deliver your properly
completed and executed Rights Certificate to your bank or
broker. Your Rights Certificate should be delivered to your
bank or broker in ample time for it to be exercised. If Form 2
is completed without designating a transferee, the Exercise
Agent may thereafter treat the bearer of the Rights Certificate
as the absolute owner of all of the Rights evidenced by such
Rights Certificate for all purposes, and the Exercise Agent
shall not be affected by any notice to the contrary. Because
your bank or broker cannot issue Rights Certificates, if you
wish to sell less than all of the Rights evidenced by a Rights
Certificate, either you or your bank or broker must instruct
the Exercise Agent as to the action to be taken with respect to
the Rights not sold, or you or your bank or broker must first
have your Rights Certificate divided into Rights Certificates
of appropriate denominations by following the instructions in
paragraph 4 of these instructions. The Rights Certificates
evidencing the number of Rights you intend to sell and then be
transferred by your bank or broker in accordance with the
instructions in this paragraph 3(a).

(b) Transfer of Rights to a Designated Transferee.
To transfer all of your Rights to a transferee other than a
bank or broker, you must complete Form 2 in its entirety,
execute the Rights Certificate and have your signature guaran-
teed by an Eligible Institution. A Rights Certificate that has
been properly transferred in its entirety may be exercised by a
new Holder without having a new Rights Certificate issued.
Because only the Exercise Agent can issue Rights Certificates,
if you wish to transfer less than all of the Rights evidenced
by your Rights Certificate to a designated transferee, you must
instruct the Exercise Agent as to the action to be taken with
respect to the Rights not sold or transferred, or you must
divide your Rights Certificate into Rights Certificates of
appropriate smaller denominations by following the instructions
in paragraph 4 below. The Rights Certificate evidencing the
number of Rights you intend to transfer can then be transferred
by following the instructions in this paragraph 3(b).

(c) Sale of Rights through Exercise Agent. To sell
some or all of your Rights evidenced by the Rights Certifi-
cate, your Rights Certificate should be delivered to the Exer-
cise Agent in ample time for it to be sold and exercised, but
in no event later than ______ a.m., New York City time, on
___________, 1994. The Exercise Agent's obligation to execute
orders is subject to its ability to find buyers. If you wish
to sell less than all of your Rights, you and your bank or
broker must instruct the Exercise Agent as to the action to be
taken with respect to the Rights not sold. Promptly following
any sale of your Rights through the Exercise Agent, the Exer-
cise Agent will send you a check for the net proceeds of such
sale as described in the Prospectus. If you wish to sell
Rights through the Exercise Agent, you should also complete the
Substitute Form W-9 referred to in Paragraph 7 below.

4. TO HAVE A RIGHTS CERTIFICATE DIVIDED INTO SMALLER DENOMI-
NATIONS.

Send your Rights Certificate, together with complete
separate instructions (including specification of the denomina-
tions into which you wish your Rights to be divided) signed by
you, to the Exercise Agent, allowing a sufficient amount of
time for new Rights Certificates to be issued and returned so
that they can be used prior to the Expiration Date. Alterna-
tively, you may ask a bank or broker to effect such actions on
your behalf. Your signature must be guaranteed by an Eligible
Institution if any of the new Rights Certificates are to be
issued in a name other than that in which the old Rights Cer-
tificate was issued. Rights Certificates may not be divided
into fractional Rights, and any instruction to do so will be
rejected. As a result of delays in the mail, the time of the
transmittal, the necessary processing time and other factors,
you or your transferee may not receive such new Rights Certifi-
cates in time to enable the Holder to complete a sale or exer-
cise by the Expiration Date. Neither the Company nor the
Exercise Agent will be liable to either a transferor or trans-
feree for any such delays.

5. EXECUTION.

(a) Execution by Registered Holder. The signature
on the Rights Certificate must correspond with the name of the
registered Holder exactly as it appears on the face of the
Rights Certificate without any alteration or change whatsoever.
Persons who sign the Rights Certificate in a representative or
other fiduciary capacity must indicate their capacity when
signing and, unless waived by the Exercise Agent in its sole
and absolute discretion, must present to the Exercise Agent
satisfactory evidence of their authority to so act.

(b) Execution by Person Other than Registered Hold-
er. If the Rights Certificate is executed by a person other
than the Holder named on the face of the Rights Certificate,
proper evidence of authority of the person executing the Rights
Certificate must accompany the same unless, for good cause, the
Exercise Agent dispenses with proof of authority.

(c) Signature Guarantees. Your signature must be
guaranteed by an Eligible Institution if you wish to transfer
your Rights, as specified in 3(b) above, to a transferee other
than a bank or broker, or if you specify special payment,
issuance or delivery instructions pursuant to Form 4.

6. METHOD OF DELIVERY.

The method of delivery of Rights Certificates and
payment of the Exercise Price to the Exercise Agent will be at
the election and risk of the Holder, but, if sent by mail, it
is recommended that they be sent by registered mail, properly
insured, with return receipt requested, and that sufficient
number of days be allowed to ensure delivery to the Exercise
Agent and the clearance of any checks sent in payment of the
Exercise Price prior to 5:00 p.m., New York City time, on the
Expiration Date.

7. SUBSTITUTE FORM W-9.

Each Holder who elects either to exercise Rights or
to have the Exercise Agent endeavor to sell such holder's
Rights should provide the Exercise Agent with a correct Taxpay-
er Identification Number ("TIN") on Substitute Form W-9, which
is included as Exhibit B hereto. Additional copies of Substi-
tute Form W-9 may be obtained upon request from the Exercise
Agent at the address, or by calling the telephone number,
indicated above. Failure to provide the information on the
form may subject such holder to 30% federal income tax with-
holding with respect to (i) dividends that may be paid by the
Company on shares of Common Stock purchased upon the exercise
of Rights (for those holders exercising Rights), or (ii) funds
to be remitted to Rights holders in respect of Rights sold by
the Exercise Agent (for those holders electing to have the
Exercise Agent sell their Rights).

Exhibit A

NOTICE OF GUARANTEED DELIVERY
FOR
RIGHTS CERTIFICATES
ISSUED BY
DOSKOCIL COMPANIES INCORPORATED

This form, or one substantially equivalent hereto, must
be used to exercise Rights pursuant to the Rights Offering
described in the Prospectus dated _________, 1994 (the
"Prospectus") of Doskocil Companies Incorporated, a Delaware
corporation (the "Company"), if a Holder of Rights cannot deliver
the certificate(s) evidencing the rights (the "Rights
Certificate(s)"), to the Exercise Agent listed below at or prior
to 5:00 p.m. New York City time on ____________, 1994, or such
later date to which the Rights Offering may have been extended at
the option of the Company (the "Expiration Date"). Such form
must be delivered by hand or mail or may be transmitted by
telegram or facsimile transmission, to the Exercise Agent, and
must be received by the Exercise Agent on or prior to the
Expiration Date. See "The Rights Offering--Exercise of Rights"
in the Prospectus. Payment of the Exercise Price of $xx.xx per
share for each share of the Company's Common Stock subscribed
for upon exercise of such Right must be received by the Exercise
Agent in the manner specified in the Prospectus at or prior to
5:00 p.m. New York City time on the Expiration Date even if the
Rights Certificate is being delivered pursuant to the procedure
for guaranteed delivery thereof. Consummation of the Rights
Offering is subject to the terms and conditions set forth in the
Prospectus.

The Exercise Agent is:

American Stock Transfer & Trust Company

General Information
(800) 937-5449
(212) 936-5100

By Mail: Facsimile transmission: By Hand:
(718) 234-5001

American Stock Transfer American Stock Transfer
& Trust Company & Trust Company
40 Wall Street 40 Wall Street
46th Floor 46th Floor
New York, New York 10005 New York, New York 10005

DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH
ABOVE OR TRANSMISSION OF INSTRUCTIONS VIA A FACSIMILE OR TELEGRAM OTHER
THAN AS SET FORTH ABOVE DOES NOT CONSTITUTE A VALID DELIVERY.

Ladies and Gentlemen:

The undersigned hereby represents that he or she is the
holder of Rights Certificate(s) representing ____ Rights and that such
Rights Certificate(s) cannot be delivered to the Exercise Agent at or
before 5:00 p.m. New York City time on the Expiration Date. Upon the
terms and subject to the conditions set forth in the Prospectus,
receipt of which is hereby acknowledged, the undersigned hereby elects
to exercise (i) the Basic Subscription Privilege to subscribe for one
share of Common Stock per Right with respect to each of ___ Rights
represented by such Rights Certificate and (ii) the Oversubscription
Privilege relating to each such Right to subscribe, to the extent that
Excess Shares (as defined in the Prospectus) are available therefor,
for an aggregate of up to ___ Excess Shares. The undersigned
understands that payment of the Exercise Price of $xx.xx per share for
each share of Common Stock subscribed for pursuant to the Basic
Subscription Privilege and Oversubscription Privilege must be received
by the Exercise Agent at or before 5:00 p.m. New York City time on the
Expiration Date and represents that such payment, in the aggregate
amount of $_____, either (check appropriate box):

( ) is being delivered to the Exercise Agent herewith;

( ) has been delivered separately to the Exercise Agent;

and is or was delivered in the manner set forth below (check
appropriate box(es) and complete information relating thereto

( ) wire transfer of funds
- name of transferor institutions . . . . . . . . . . .
- date of transfer . . . . . . . . . . . . . . . . . . .
- confirmation number (if available) . . . . . . . . . .

( ) uncertified check (Payment by uncertified check will not
be deemed to have been received by the Exercise Agent
until such check has cleared. Holders paying by such
means are urged to make payment sufficiently in advance
of the Expiration Date to ensure that such payment
clears by such date.)

( ) certified check

( ) bank draft (cashier's check)

( ) money order
- name of maker . . . . . . . . . . . . . . . . . . . .
- date of check, draft or money order . . . . . . . . .
- check, draft or money order number . . . . . . . . . .
- bank on which check is drawn or issuer of money order

Signature(s). . . . . . . . . . . Address . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Name(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Please Type or Print Area Code and Tel. No(s). . . . .
. . . . . . . . . . . . . . . . .

Rights Certificate No(s). (if available) . . . . . . . . . . . . . . . .

GUARANTEE OF DELIVERY
(Not to be used for Rights Certificate Signature guarantee)

The undersigned, a member firm of a registered national
securities exchange or of the National Association of Securities
Dealers, Inc. or a commercial bank or trust company having an office or
correspondent in the United States, guarantees that the undersigned
will deliver to the Exercise Agent the certificates representing the
Rights being exercised hereby, with any required signature guarantees
and any other required documents, all within five NASDAQ trading days
after the date hereof

. . . . . . . . . . . . . . . . Dated: . . . . . . . . . . . . . .

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

. . . . . . . . . . . . . . . . . (Name of Firm)
(Address)

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(Area Code and Telephone Number) (Authorized Signature)

The institution which completes this form must communicate
the guarantee to the Exercise Agent and must deliver the Rights
Certificate(s) to the Exercise Agent within the time period shown
herein. Failure to do so could result in a financial loss to such
institution.

Exhibit B

IMPORTANT TAX INFORMATION

Under the federal income tax law, (i) dividend
payments that may be made by the Company on shares of
Common Stock issued upon the exercise of Rights, and (ii)
payments that may be remitted by the Exercise Agent to
Holders in respect of Rights sold on such Holders' behalf
by the Exercise Agent, may be subject to backup withhold-
ing, and each Holder who either exercises Rights or
requests the Exercise Agent to sell Rights should provide
the Exercise Agent (as Company's agent, in respect of
exercised Rights, and as payer with respect to Rights
sold by the Exercise Agent) with such Holder's correct
taxpayer identification number on Substitute Form W-9
below. If such Holder is an individual, the taxpayer
identification number is his social security number. If
the Exercise Agent is not provided with the correct
taxpayer identification number in connection with such
payments, the Rights holder may be subject to a $50
penalty imposed by the Internal Revenue Service.

Exempt Holders (including, among others, all
corporations and certain foreign individuals) are not
subject to these backup withholding and reporting re-
quirements. In general, in order for a foreign individu-
al to qualify as an exempt recipient, that Holder must
submit a statement, signed under the penalties of perju-
ry, attesting to that individual's exempt status. Such
statements can be obtained from the Exercise Agent. See
the enclosed Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9 for addi-
tional instructions.

If backup withholding applies, the Company or
the Exercise Agent, as the case may be, will be required
to withhold 31 percent of any such payments made to the
Holder. Backup withholding is not an additional tax.
Rather, the tax liability of persons subject to backup
withholding will be reduced by the amount of tax with-
held. If withholding results in an overpayment of taxes,
a refund may be obtained.

PURPOSE OF SUBSTITUTE FORM W-9

To prevent backup withholding, the Holder is
required to notify the Exercise Agent of his correct
taxpayer identification number by completing the form
below certifying that the taxpayer identification number
provided on Substitute Form W-9 is correct (or that such
Holder is awaiting a taxpayer identification member).

WHAT NUMBER TO GIVE THE EXERCISE AGENT

The Holder is required to give the Exercise
Agent the social security number or employer identifica-
tion number of the record owner of the Rights. If the
Rights are in more than one name or are not in the name
of the actual owner, consult the enclosed Guidelines for
Certification of Taxpayer Identification Number on Sub-
stitute Form W-9 for additional guidelines on which
number to report.

(1) The number shown on this form is my correct Taxpayer Identification
Number (or I am waiting for a number to be issued to me), and

(2) I am not subject to backup withholding either because I have not been
notified by the Internal Revenue Service ("IRS") that I am subject to
backup withholding as a result of a failure to report all interest or
dividends, or the IRS has notified me that I am so longer subject to
backup withholding.

Certification Guidelines -- You must cross out item (2) above if you have
been notified by the IRS that you are subject to backup withholding because
of underreporting interest or dividends on your tax return. However, if
after being notified by the IRS that you were subject to backup withholding
you received another notification from the IRS that you are no longer subject
to backup withholding, do not cross out item (2).
______________________________________________________________________________

SIGNATURE:__________________ DATE ____________________, 1994
______________________________________________________________________________
NOTE: FAILURE TO COMPLETE THIS FORM MAY RESULT IN BACKUP WITHHOLDING OF 31%
OF ANY PAYMENTS MADE TO YOU. PLEASE REVIEW ENCLOSED GUIDELINES FOR CERTIFI-
CATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITION-
AL DETAILS.
______________________________________________________________________________

GUIDELINES FOR CERTIFICATE OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9

GUIDELINES FOR DETERMINING THE PROPER IDENTIFICATION NUMBER TO
GIVE THE PAYER. SOCIAL SECURITY NUMBERS HAVE NINE DIGITS
SEPARATED BY TWO HYPHENS: I.E. 000-000-0000. EMPLOYER IDENTI-
FICATION NUMBERS HAVE NINE DIGITS SEPARATED BY ONLY ON HYPHEN:
I.E. 00-0000000. THE TABLE BELOW WILL HELP DETERMINE THE
NUMBER TO GIVE THE PAYER.

GIVE THE NAME AND
SOCIAL SECURITY
FOR THIS TYPE OF ACCOUNT: NUMBER OF
__________________________________ ______________________________
1. INDIVIDUAL The Individual
__________________________________ ______________________________
2. Two or more individuals
(joint account) The actual owner of
the account or, if
combined funds, the
first individual on
the account(1)
__________________________________ ______________________________
3. Custodian account of a minor
(Uniform Gift to Minors
Act) The minor(2)
__________________________________ ______________________________
4. a. The usual revocable savings
trust (grantor is also The grantor-trustee(1)
trustee
__________________________________ ______________________________
b. The so-called trust account
that is not a legal or valid
trust under State law The actual owner(1)
__________________________________ ______________________________
5. Sole proprietorship The owner(4)
__________________________________ ______________________________
Give the name and
EMPLOYER IDENTIFICATION
For this type of account: number of -
__________________________________ ______________________________
6. A valid trust, estate or Legal entity (do not
pension trust furnish the identifi-
trust cation number of the
personal representa-
tive or trustee un-
less the legal entity
itself is not desig-
nated in the account
title) (3)
__________________________________ ______________________________
7. Corporation The corporation
__________________________________ ______________________________
8. Association, club, religious,
charitable, educational or other The organization
tax-exempt organization
__________________________________ ______________________________
9. Partnership The partnership
__________________________________ ______________________________
10.A broker or registered nominee The broker or nominee
__________________________________ ______________________________
11.Account with the Department of The public entity
Agriculture in the name of a
public entity (such as a State
or local government, school dis-
trict, or prison) that receives
agricultural program payments
__________________________________ ______________________________

(1) LIST FIRST AND CIRCLE THE NAME OF THE PERSON
WHOSE NUMBER YOU FURNISH.

(2) CIRCLE THE MINOR'S NAME AND FURNISH THE MINOR'S
SOCIAL SECURITY NUMBER.

(3) LIST FIRST AND CIRCLE THE NAME OF THE LEGAL
TRUST, ESTATE OR PENSION TRUST.

(4) SHOW THE NAME OF THE OWNER.

NOTE: IF NO NAME IS CIRCLED WHEN THERE IS MORE THAN
ONE NAME, THE NUMBER WILL BE CONSIDERED TO BE
THAT OF THE FIRST NAMED LISTED.

OBTAINING A NUMBER

If you don't have a taxpayer identification number of your
don't know your number, obtain Form SS-5, Application for a
Social Security Number Card, or Form SS-4, Application for
Employer Identification Number, at the local office of the
Social Security Administration or the Internal Revenue Service
and apply for a number.

PAYEES EXEMPT FROM BACKUP WITHHOLDING

Payees specifically exempted from backup withholding on ALL
payments include the following:

* A corporation.
* A financial institution.
* An organization exempt from tax under section 501(a),
or an individual retirement plan, or a custodial
account under section 403(b)(7).
* The United States or any agency or instrumentality
thereof.
* A State, the District of Columbia, a possession of
the United States, or any subdivision or instrumen-
tality thereof.
* A foreign government, a political subdivision of a
foreign government, or any agency or instrumentality
thereof.
* A foreign government, a political subdivision of a
foreign government, or any agency or instrumentality
thereof.
* An international organization or any agency or in-
strumentality thereof.
* A dealer in securities or commodities registered in
the United States or a possession of the United
States.
* A real estate investment trust.
* A common trust fund operated by a bank under section
584(a).
* As exempt charitable remainder trust, or a non-exempt
trust described in section 4947(a)(1).
* An entity registered at all times under the Invest-
ment Company Act of 1940.
* A foreign central bank issue.

Payment of dividends and patronage dividends not generally
subject to backup withholding include the following:

* Payments to nonresident aliens subject to withholding
under section 1441.
* Payments to partnerships non engaged in a trade or
business in the United States and which have at least
one nonresident partner.
* Payments of patronage dividends where the amount
received is not paid in money.
* Payments made by certain foreign organizations.
* Payments made to a nominee.

Payments of interest not generally subject to backup
withholding include the following:

* Payments of interest on obligations issued by indi-
viduals. Note: You may be subject to backup with-
holding if this interest is $600 or more and is paid
in the course of the payer's trade or business and
you have not provided your correct taxpayer identifi-
cation number to the payer.
* Payments of tax-exempt interest (including exempt-
interest dividends under section 852).
* Payments described in section 6049(b)(5) to nonresi-
dent aliens.
* Payments on tax-free covenant bonds under section
1451.
* Payments made by certain foreign organizations.
* Payments made to a nominee.

Exempt payees described above should file Form W-9 to avoid
possible erroneous backup withholding. FILL THIS FORM WITH THE
PAYER, FURNISH YOUR TAXPAYER IDENTIFICATION NUMBER, WRITE
"EXEMPT" ON THE FACE OF THE FORM, SIGN AND DATE THE FORM AND
RETURN IT TO THE PAYER.

Payments that are not subject to information reporting are
also not subject to backup withholding. For details, see the
regulations under sections 6041, 6041(a), 6042, 6044, 6045,
6049, 6050A and 6050N.

Privacy Act Notice. Section 6109 requires most recipients of
dividends, interest, or other payments to give taxpayer identi-
fication numbers to payers who must report the payments to IRS.
The IRS uses the numbers for identification purposes and to
help verify the accuracy of your tax return. Payers must be
given the numbers whether or not recipients are required to
file tax returns. Payers must generally withhold 30% of tax-
able interest, dividends, and certain other payments to a payee
who does not furnish a taxpayer identification number to a
payer. Certain penalties may also apply.

Penalties

(1) Penalty for Failure to Furnish Taxpayer
Identification Number. If you fail to furnish your taxpayer
identification number to a payer, you are subject to a penalty
of $50 for each such failure unless your failure is due to
reasonable cause and not to willful neglect.

(2) Civil Penalty for False Information With Respect to
Withholding. If you make a false statement with no reasonable
basis which results in no imposition of backup withholding, you
are subject to a penalty of $500.

(3) Criminal Penalty for Falsifying Informa-
tion. Falsifying certifications or affirmations may subject
you to criminal penalties including fines and/or imprisonment.

FOR ADDITIONAL INFORMATION, CONTACT YOU TAX CONSULTANT OR THE
INTERNAL REVENUE SERVICE.

Exhibit 99.8

NOTICE OF GUARANTEED DELIVERY
FOR
RIGHTS CERTIFICATES
ISSUED BY
DOSKOCIL COMPANIES INCORPORATED

The Exercise Agent is:

American Stock Transfer & Trust Company

General Information
(800) 937-5449
(212) 936-5100

By Mail: Facsimile transmission: By Hand:
(718) 234-5001

American Stock Transfer American Stock Transfer
& Trust Company & Trust Company
40 Wall Street 40 Wall Street
46th Floor 46th Floor
New York, New York 10005 New York, New York 10005

DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH
ABOVE OR TRANSMISSION OF INSTRUCTIONS VIA A FACSIMILE OR TELEGRAM OTHER
THAN AS SET FORTH ABOVE DOES NOT CONSTITUTE A VALID DELIVERY.

Ladies and Gentlemen:

( ) is being delivered to the Exercise Agent herewith;

( ) has been delivered separately to the Exercise Agent;

and is or was delivered in the manner set forth below (check
appropriate box(es) and complete information relating thereto

( ) wire transfer of funds
- name of transferor institutions . . . . . . . . . . .
- date of transfer . . . . . . . . . . . . . . . . . . .
- confirmation number (if available) . . . . . . . . . .

( ) certified check

( ) bank draft (cashier's check)

Signature(s). . . . . . . . . . . . Address . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Name(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Please Type or Print Area Code and Tel. No(s). . . . .
. . . . . . . . . . . . . . . . .

Rights Certificate No(s). (if available) . . . . . . . . . . . . . . .

GUARANTEE OF DELIVERY
(Not to be used for Rights Certificate Signature guarantee)

. . . . . . . . . . . . . . . . . . . . . Dated: . . . . . . . . . . .

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

. . . . . . . . . . . . . . . . . . . . (Name of Firm)
(Address)

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(Area Code and Telephone Number) (Authorized Signature)

Exhibit 99.9

CERTIFICATION AND REQUEST FOR ADDITIONAL RIGHTS

To the Exercise Agent:

The undersigned hereby certifies that it is a broker-dealer
registered with the Securities and Exchange Commission,
commercial bank or trust company, securities depository or
participant therein, or nominee therefor, holding of record
shares of Common Stock of Doskocil Companies Incorporated
(the "Company") on behalf of beneficial owners as
of the close of business on __________, 1994, the Record Date for
the offering by the Company of __________ shares of Common Stock
of the Company pursuant to subscription rights (the "Rights")
being distributed to certain holders of Common Stock of the
Company, all as described in a Prospectus dated __________, 1994
a copy of which the undersigned has received. ___ Rights are
being distributed for each share of Common Stock of the Company
held of record as of the close of business on the Record Date,
and any fractional Right will be rounded up to the nearest whole
number. The undersigned further certifies that
beneficial owners on whose behalf it
held, as of the close of business on the Record Date,
shares of Common Stock of the Company registered in the name of
the undersigned are each entitled to an additional Right in
accordance with the principle that any fractional Right to which
a beneficial owner would otherwise be entitled should be rounded
up to the nearest whole number. Accordingly, the undersigned
requests that, upon surrender of its Rights Certificate
evidencing Rights, a Rights Certificate
evidencing Rights (including
additional Rights) be issued. The undersigned further
certifies that such beneficial ownership is reflected on the
undersigned's records and that all shares of Common Stock of the
Company which, to the undersigned's knowledge, are beneficially
owned by any such beneficial owner through the undersigned have
been aggregated in calculating the foregoing. The undersigned
agrees to provide the Company or its designee with such
additional information as the Company deems necessary to verify
the foregoing.

Name of Record Holder

By:

Name:
Title:
Address:
Telephone Number:

Dated: , 1994