<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
DARLING INTERNATIONAL, INC.
(Name of Issuer)
Common
(Title of Class of Securities)
0002372661
(CUSIP Number)
Check the following box if a fee is being paid with this statement
(A fee is not required only if the filing person: (1) has a previous
statement on file reporting beneficial ownership of more than five
percent of the class of securities described in Item 1; and (2) has
filed no amendment subsequent thereto reporting beneficial ownership of
five percent or less of such class.) (See Rule 13d-7.)
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class
of securities, and for any subsequent amendment containing information
which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of
the Act (however, see the Notes).
(Continued on following page(s))
Page 1 of 10 Pages
<PAGE>
<PAGE>
______________________________________________________________
13G
CUSIP NO. 0002372661 PAGE 2 OF 10 PAGES
______________________________________________________________
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
OPPENHEIMER & CO, INC.
I.R.S. NO. 13-2798343
______________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
(b) X
______________________________________________________________
3 SEC USE ONLY
______________________________________________________________
4 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
______________________________________________________________
NUMBER OF 5 SOLE VOTING POWER
SHARE 0
_______________________________________________
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 1,654,479
_______________________________________________
EACH 7 SOLE DISPOSITIVE POWER
REPORTING 0
_______________________________________________
PERSON 8 SHARED DISPOSITIVE POWER
WITH 1,654,479
______________________________________________________________
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,654,479
______________________________________________________________
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES
______________________________________________________________
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
10.70%
______________________________________________________________
12 TYPE OF REPORTING PERSON
HC
______________________________________________________________
PAGE
<PAGE>
______________________________________________________________
13G
CUSIP NO. 0002372661 PAGE 3 OF 10 PAGES
______________________________________________________________
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
OPPENHEIMER HORIZON PARTNERS, L.P.
I.R.S. NO. 13-3438062
_____________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
(b) X
______________________________________________________________
3 SEC USE ONLY
______________________________________________________________
4 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
______________________________________________________________
NUMBER OF 5 SOLE VOTING POWER
SHARE 0
_______________________________________________
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 911,571
_______________________________________________
EACH 7 SOLE DISPOSITIVE POWER
REPORTING 0
_______________________________________________
PERSON 8 SHARED DISPOSITIVE POWER
WITH 911,571
______________________________________________________________
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
911,571
______________________________________________________________
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES
______________________________________________________________
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.90%
______________________________________________________________
12 TYPE OF REPORTING PERSON
IA
______________________________________________________________
PAGE
<PAGE>
Page 4 of 10 Pages
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G
Under the Securities Exchange Act of 1934
Check the following box if a fee is being paid with this Statement
Item 1(b) Name of Issuer: Darling International, Inc.
Item 1(b) Address of Issuer's Principal Executive Offices:
251 O'Connor Ridge Blvd., Suite 300, Inving, TX 75038
Item 2(a) Name of Person Filing:
CIBC Oppenheimer Corp.
Item 2(b) Address of Principal Business Office:
CIBC Oppenheimer Tower, World Financial Center
New York, New York 10281
Item 2(c) Citizenship:
Inapplicable
Item 2(d) Title of Class of Securities:
Common
Item 2(e) CUSIP Number: 0002372661
Item 3(g) ____X____ Parent Holding Company, in accordance with
Section 240.13d - 1(b)(1)(ii)(G) See Exhibit I hereto
Item 4(a) Amount Beneficially Owned:
CIBC Oppenheimer Corp. -1,654,479 *
Item 4(b) Percent of Class:
CIBC Oppenheimer Corp. - 10.70% *
* Includes amount beneficially owned by Oppenheimer Horizon Partners,
L.P. as disclosed on Page 3 hereof.
PAGE
<PAGE>
Page 5 of 10 Pages
Item 4(c)(i) Sole Power to Vote or to direct the vote -
CIBC Oppenheimer Corp. - 0
Item 4(c)(ii) Shared power to vote or to direct the vote -
CIBC Oppenheimer Corp. -1,654,479 *
Item 4(c)(iii) Sole power to dispose or to direct the disposition of -
CIBC Oppenheimer Corp. - 0
Item 4(c)(iv) Shared power to dispose or to direct the disposition of -
CIBC Oppenheimer Corp. - 1,654,479 *
Item 5 Ownership to Five Percent or Less of a Class:
Inapplicable
Item 6 Ownership of More than Five Percent on Behalf of
Another Person:
See Exhibit A hereto
Item 7 Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent
Holding Company:
See Exhibit II hereto
Item 8 Identification and Classification of Members of the Group:
Inapplicable
Item 9 Notice of Dissolution of Group:
Inapplicable
Item 10 Certification:
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were acquired in
the ordinary course of business and were not acquired for the
purpose of and do not have the effect of changing or
influencing the control of the issuer of such securities and
were not acquired in connection with or as a participant in
any transaction having such purpose or effect.
SIGNATURE After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this
statement is true, complete and correct.
Date: February 17, 1998
Signature: /s/ Robert I.Kleinberg
Name/Title: Robert I. Kleinber, Secretary
* Includes amount beneficially owned by Oppenheimer Horizon Partners,
L.P. as disclosed on Page 3 hereof.
<PAGE>
Page 6 of 10 Pages
EXHIBIT A
The General Partner of Oppenheimer Horizon Partners, L.P., an investment
limited partnership, and certain persons to whom it has delegated the
authority, have the power on behalf of Oppenheimer Horizon Partners, L.P.
to direct the use of dividends or proceeds of sale of more than five (5%)
percent of such securities as disclosed on Page 3 hereof. The General
Partner of Oppenheimer Institutional Horizon Partners, L.P., an investment
limited partnership, and certain persons to whom it has delegated the
authority, have the power on behalf of Oppenheimer Institutional Horizon
Partners, L.P. to direct the use of dividends or proceeds of sale of less
than five (5%) percent of these securities. The Board of Directors,
certain officers and other employees of CIBC Oppenheimer International
Horizon Fund II, Ltd., an investment fund, have the power to direct the
use of dividends or proceeds of sale of less than five (5%) percent of
these securities. The Board of Directors, certain officers and other
employees of CIBC Oppenheimer Corp. (formerly, Oppenheimer & Co., Inc.), a
registered broker-dealer, have the power to direct the use of dividends or
proceeds of sale of less than five (5%) percent of these securities.
PAGE
<PAGE>
Page 7 of 10 Pages
EXHIBIT I
CIBC Oppenheimer Corp. ("CIBC Oppenheimer"), a full service securities
firm headquartered in New York, NY, is a diversified investment banking
and securities firm, which owns directly and indirectly a variety of
subsidiary companies ("Subsidiaries"), including the companies identified
on the exhibit to this Schedule 13G engaged in various aspects of the
financial services business. CIBC Oppenheimer is an indirect wholly-owned
subsidiary of The Canadian Imperial Bank of Commerce ("CIBC"), a full
service financial institution governed by the Bank Act of Canada.
Oppenheimer Horizon Partners, L.P. ("Horizon"), Oppenheimer Institutional
Horizon Partners, L.P. ("Institutional Horizon"), and CIBC Oppenheimer
International Horizon Fund II, Ltd. ("International Horizon") are investment
limited partnerships/funds (collectively, the "Horizon Funds") in
which clients of CIBC Oppenheimer are solicited to invest. CIBC
Oppenheimer or an affiliate of CIBC Oppenheimer is a general partner or
general manager of and serves in an investment advisory capacity to the
Horizon Funds.
The amendment to Schedule 13G is being filed by CIBC Oppenheimer as a
parent holding company pursuant to the provisions of Rule 13(d) - (1) (b)
on behalf of itself and the Subsidiaries and/or certain investment advisory
clients or discretionary accounts of the Subsidiaries and relating to
their collective beneficial ownership of shares of common stock of the
Issuer.
<PAGE>
<PAGE>
Page 8 of 10
Pages
Management of the affairs of CIBC Oppenheimer, the Subsidiaries and of
certain advisory clients including decisions respecting dispositions
and/or voting of the shares of the common stock of the Issuer resides in
respective officers and directors of the Subsidiaries and is not directed
by CIBC Oppenheimer.
Accordingly, the filing of this amendment to Schedule 13G by CIBC
Oppenheimer is not intended as, and should not be deemed, an acknowledgment of
beneficial ownership or shared voting or dispositive power by CIBC
Oppenheimer or any intermediary company of the shares of the common stock
of the Issuer owned by such Subsidiaries or investment advisory clients of
investment advisory clients, such beneficial ownership or attribution of
shared voting or dispositive power being disclaimed.
MIK8-EXHIBIT.I95
PAGE
<PAGE>
Page 9 of 10 Pages
EXHIBIT II
The Parent Holding Company is filing on behalf of itself which would be
classified as Item 3(a), and Oppenheimer Horizon Partners, L.P., Oppen-
heimer Institutional Horizon Partners, L.P., and CIBC Oppenheimer
International Horizon Fund II, Ltd. which would be classified as Item
3(e).
MIK8-EX-IIE
PAGE
<PAGE>
Page 10 of 10 Pages
EXHIBIT III
The undersigned hereby acknowledges and agrees that a report on Schedule
13G being filed by CIBC Oppenheimer on or about the date hereof, relating
to the common stock of Darling International, Inc. is filed on behalf of
the undersigned.
DATED: February 17, 1998
OPPENHEIMER HORIZON PARTNERS, L.P.
BY: OPPENHEIMER HORIZON MANAGEMENT, L.L.C.
By: /s/ Robert I. Kleinberg
Robert I. Kleinberg, Secretary of
CIBC Oppenheimer Corp.
The Managing Member
H:..\MKATZ.\13G\..\DARLING.298
