DARLING INTERNATIONAL INC
8-A12B, 1997-09-04
FATS & OILS
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-A

          FOR REGISTRATIONOF CERTAIN CLASSES OF SECURITIES PURSUANT TO
           SECTION 12(b) or (g) OF THE SECURITIES EXCHANGE ACT OF 1934


                           DARLING INTERNATIONAL INC.

             (Exact name of registrant as specified in its charter)

Delaware                                                       36-2495346
(State or other jurisdiction                                   (I.R.S. Employer
of incorporation or organization)                              Identification
                                                               Number)
251 O'Connor Ridge Blvd.
Suite 300
Irving, Texas                                                  75038
(Address of principal executive offices)                       (Zip Code)


If this form relates to the  registration  of a class of securities  pursuant to
Section  12(b)  of  the  Exchange  Act  and is  effective  pursuant  to  General
Instruction A.(c), check the following box. ( X )

If this form relates to the  registration  of a class of securities  pursuant to
Section  12(g)  of  the  Exchange  Act  and is  effective  pursuant  to  General
Instruction A.(d), check the following box. ( )

Securities Act registration statement file number to which this form 
relates: 
        --------------------------
                (if applicable)


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


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

     common stock, par value $0.01          American Stock Exchange


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


                                      None

                                     Page 1

<PAGE>

                   DARLING INTERNATIONAL INC. AND SUBSIDIARIES
                                    FORM 8-A



ITEM 1.         DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.

         The  information  required  by Item 1 is set forth  under  the  caption
"Description  of  Capital  Stock"  in the  Final  Prospectus  forming  a part of
Amendment  No.  1  to  the  Registrant's  Registration  Statement  on  Form  S-1
(Registration  Number  33-79478),  filed  on  July  15,  1994,  pursuant  to the
Securities Act of 1933, as amended,  which description is incorporated herein by
reference.


ITEM 2.  EXHIBITS.

             None.


                                     Page 2

<PAGE>

                                   SIGNATURES

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


                                       DARLING INTERNATIONAL INC.
                                       Registrant



Date:  September 4, 1997              By:  /s/  Dennis B. Longmire
                                         -----------------------------
                                                Dennis B. Longmire
                                                Chairman and
                                                Chief Executive Officer



Date: September 4, 1997               By:   /s/  John R Witt             
                                          ----------------------------
                                                 John R. Witt
                                                 Vice President and
                                                 Chief Financial Officer
                                                 (Principal Financial Officer)


                                     Page 3


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