<HTML><HEAD><TITLE>8-K Darling International Inc.</TITLE>
</HEAD>
<BODY>

<P align=right> As filed with the Securities and Exchange Commission on April 1, 2003<BR>
Registration No. 33-&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</P>
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<H3 align=center><B>SECURITIES AND EXCHANGE
COMMISSION<BR><SMALL>Washington, DC 20549</SMALL></B></H3>

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<H2 align=center><B>FORM S-8</B></H2>

<P align=center><B>REGISTRATION STATEMENT<BR>
UNDER<BR>
THE SECURITIES ACT OF 1933</B><BR>

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<P align=center><font size=+1><B>DARLING INTERNATIONAL INC.</B></font><BR>
<small>(Exact name of
registrant as specified in its charter)</small></P>

<TABLE border=0 cellPadding=0 cellSpacing=0 width=100%>
  <TR>
    <TD align=center width="25%">&nbsp;&nbsp;&nbsp;&nbsp;DELAWARE&nbsp;&nbsp;&nbsp;&nbsp;</TD>
    <TD align=center width="50%">251 O'Connor Ridge Boulevard, Suite 300</TD>
    <TD align=center width="25%">&nbsp;&nbsp;&nbsp;&nbsp;36-2495346&nbsp;&nbsp;&nbsp;&nbsp;</TD></TR>
  <TR>
    <TD align=center width="25%"><small>(State or other jurisdiction</small></TD>
    <TD align=center width="50%">Irving, Texas 75038</TD>
    <TD align=center width="25%"><small>(I.R.S. Employer</small></TD></TR>
  <TR>
    <TD align=center width="25%"><small>&nbsp;&nbsp;&nbsp;&nbsp;of incorporation)</small></TD>
    <TD align=center width="50%"><small>(Address of principal executive offices)</small></TD>
    <TD align=center width="25%"><small>&nbsp;&nbsp;&nbsp;Identification No.)</small></TD></TR>
</TABLE>
<P>&nbsp;<BR>&nbsp;</P>

<P align=center><font size=+1><B>Darling International Inc.-<BR>
Stock Option Agreement for Denis Taura dated March 15, 2000</B></font><BR>
<small>(Full Title of the Plan)<BR>
Joseph R. Weaver, Jr.<BR>
General Counsel and Secretary<BR>
Darling International Inc.<BR>
251 O'Connor Ridge Boulevard, Suite 300<BR>
Irving, Texas 75038<BR>
(Name and address of agent for service)<BR>
(972)717-0300<BR>
(Telephone number, including area code, of agent for service)</small></P>

<P align=center><small>Copy to:<BR>
Dechert LLP<BR>
4675 MacArthur Court, Suite 1400<BR>
Newport Beach, CA  92660<BR>
Attention: Fredric J. Klink, Esq.</small></P>
<P align=center><B>CALCULATION OF REGISTRATION FEE</B></P>


<TABLE border=1 cellPadding=1 cellSpacing=0 width=100%>
  <TR>
    <TD align=left width="20%"><font size=-1>Title of securities to be registered</font></TD>
    <TD align=left width="20%"><font size=-1>Amount to be registered (1)</font></TD>
    <TD align=left width="20%"><font size=-1>Proposed maximum offering price per share (2)</font></TD>
    <TD align=left width="20%"><font size=-1>Proposed maximum aggregate offering price (2)</font></TD>
    <TD align=left width="20%"><font size=-1>Amount of registration fee (2)</font></TD></TR>

  <TR>
    <TD align=left width="20%"><font size=-1>Common Stock, par value $.01 per share</font></TD>
    <TD align=center width="20%"><font size=-1>540,000</font></TD>
    <TD align=center width="20%"><font size=-1>$1.75</font></TD>
    <TD align=center width="20%"><font size=-1>$945,000</font></TD>
    <TD align=center width="20%"><font size=-1>$76.45</font></TD></TR></TABLE>

<P><font size=-1>(1) This  Registration  Statement on Form S-8 relates to the  registration of
the offer and sale of up to 540,000  shares of common stock,  par value $.01 per
share,  of the Registrant  issuable under the Darling  International  Inc. Stock
Option Agreement for Denis Taura dated March 15, 2000.</font></P>

<P><font size=-1>(2) Pursuant to Rule 457(h)(1) of the Securities Act of 1933,
the proposed maximum  offering price per share,  the proposed maximum  aggregate
offering price and the amount of the registration fee are based upon the price per share of $1.75
at which options may be exercised.</font></P>


<BR>
<BR>

<HR>
<BR>
<BR>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This Registration Statement on Form
S-8 relates to the registration of the offer and sale of up to 540,000 shares of
common stock, par value $.01 per share, of Darling International Inc., which may
be issued under the Stock Option Agreement for Denis Taura dated March 15, 2000.</P>


<P align=center><B>   PART I.<BR>
<U>INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS.</U></B></P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Information  required  by Part I of
Form  S-8  to  be  contained  in  a  prospectus   meeting  the  requirements  of
Section 10(a)  of the  Securities  Act of 1933, is not required to be filed with
the SEC and is omitted from this  registration  statement in accordance with the
explanatory  note to Part I of Form S-8 and Rule 428 under the Securities Act of
1933.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The  following  reoffer  prospectus
filed as part of this  registration  statement  has been  prepared in accordance
with General  Instruction C of Form S-8 and, pursuant  thereto,  may be used for
reofferings and resales of the shares of common stock registered hereby.</P>



<BR>
<BR>

<HR>
<BR>
<BR>

<P align=right><B> REOFFER PROSPECTUS<BR>
 MARCH 31, 2003</B></P>


<H1 align=center> 540,000 Shares</H1>

<H1 align=center>Darling International Inc.</H1>
<H2 align=center>Common Stock</H2>

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<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Denis  Taura, a director of Darling
and formerly the Chairman of the Board and Chief  Executive  Officer of Darling,
may sell up to 540,000  shares of our common stock that he may acquire from time
to time upon the exercise of options under the Stock Option  Agreement for Denis
Taura dated March 15, 2000.  We will not receive any  proceeds  from any sale of
shares offered by this prospectus.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The    shares   offered   by   this
prospectus  could be sold in several  ways,  including  in  transactions  on the
American Stock Exchange,  or otherwise,  at prevailing market prices at the time
of sale, or in privately  negotiated  transactions  at prices agreed upon by the
parties.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our  common  stock is quoted on the
American Stock Exchange under the symbol "DAR." On March 27, 2003, the closing
sales price of our common stock on the American Stock Exchange was $2.00.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our  principal  executive office is
located at 251 O'Connor Ridge Boulevard,  Suite 300,  Irving,  TX 75038, and our
telephone number is (972) 717-0300.</P>


<H2 align=center> <BR>Investing in our common stock involves risks.<BR>
                      See "Risk Factors" starting on page 2.</H2>

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<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<font      size=+2>Neither      the
Securities  and Exchange  Commission  nor any state  securities  commission  has
approved or disapproved of these  securities or determined if this prospectus is
truthful  or  complete.  Any  representation  to  the  contrary  is  a  criminal
offense.</font></P>

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<BR>

<P align=center><B> TABLE OF CONTENTS</B></P>


<TABLE cellPadding=0 cellSpacing=0 width="100%">
  <TR vAlign=top>
    <TD width="10%"><B>&nbsp;&nbsp;</B></TD>
    <TD width="40%">Forward-Looking Statements</TD>
    <TD width="10%" align=right>2</TD>
    <TD width="40%">&nbsp;&nbsp;</TD></TR>
  <TR vAlign=top>
    <TD width="10%"><B>&nbsp;&nbsp;</B></TD>
    <TD width="40%">Risk Factors</TD>
    <TD width="10%" align=right>3</TD>
    <TD width="40%">&nbsp;&nbsp;</TD></TR>
  <TR vAlign=top>
    <TD width="10%"><B>&nbsp;&nbsp;</B></TD>
    <TD width="40%">Darling International Inc.</TD>
    <TD width="10%" align=right>9</TD>
    <TD width="40%">&nbsp;&nbsp;</TD>
</TR>
  <TR vAlign=top>
    <TD width="10%"><B>&nbsp;&nbsp;</B></TD>
    <TD width="40%">Use of Proceeds</TD>
    <TD width="10%" align=right>10</TD>
    <TD width="40%">&nbsp;&nbsp;</TD></TR>
  <TR vAlign=top>
    <TD width="10%"><B>&nbsp;&nbsp;</B></TD>
    <TD width="40%">Selling Stockholders</TD>
    <TD width="10%" align=right>10</TD>
    <TD width="40%">&nbsp;&nbsp;</TD></TR>
  <TR vAlign=top>
    <TD width="10%"><B>&nbsp;&nbsp;</B></TD>
    <TD width="40%">Plan of Distribution</TD>
    <TD width="10%" align=right>11</TD>
    <TD width="40%">&nbsp;&nbsp;</TD></TR>
  <TR vAlign=top>
    <TD width="10%"><B>&nbsp;&nbsp;</B></TD>
    <TD width="40%">Where You Can Find More Information--</TD>
    <TD width="10%" align=right>&nbsp;&nbsp;</TD>
    <TD width="40%">&nbsp;&nbsp;</TD></TR>
  <TR vAlign=top>
    <TD width="10%"><B>&nbsp;&nbsp;</B></TD>
    <TD width="40%">Incorporation of Documents by Reference</TD>
    <TD width="10%" align=right>12</TD>
    <TD width="40%">&nbsp;&nbsp;</TD></TR>
  <TR vAlign=top>
    <TD width="10%"><B>&nbsp;&nbsp;</B></TD>
    <TD width="40%">Legal Matters</TD>
    <TD width="10%" align=right>13</TD>
    <TD width="40%">&nbsp;&nbsp;</TD></TR>
  <TR vAlign=top>
    <TD width="10%"><B>&nbsp;&nbsp;</B></TD>
    <TD width="40%">Experts</TD>
    <TD width="10%" align=right>13</TD>
    <TD width="40%">&nbsp;&nbsp;</TD></TR>
</TABLE>
<BR>


<BR>
<P align=center><B>FORWARD-LOOKING STATEMENTS</B></P>

<P><I>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This
prospectus includes forward-looking statements. We have based these
forward-looking statements on our current expectations and projections about
future events. These forward-looking statements are subject to risks,
uncertainties and assumptions that may cause our actual results, levels of
activity, performance, or achievements to be materially different from any
future results, levels of activity, performance, or achievements expressed or
implied by such forward-looking statements. Factors that could contribute to
these differences are discussed in the &#147;Risk Factors&#148; section
beginning on page&#160;3 of this prospectus, and elsewhere in this prospectus
as well as in our previous filings with the SEC. </I></P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In
some cases, you can identify forward-looking statements by terminology such as
&#147;may,&#148; &#147;will,&#148; &#147;should,&#148; &#147;could,&#148;
&#147;would,&#148; &#147;expect,&#148; &#147;plan,&#148; &#147;anticipate,&#148;
&#147;believe,&#148; &#147;estimate,&#148; &#147;continue,&#148; or the negative
of such terms or other similar expressions. All forward-looking statements
attributable to us or persons acting on our behalf are expressly qualified in
their entirety by the cautionary statements included in this prospectus. </P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We
undertake no obligation to publicly update or revise any forward-looking
statements, whether as a result of new information, future events or otherwise.
In light of these risks, uncertainties and assumptions, the forward-looking
events discussed in this prospectus might not occur. We urge you not to unduly
rely on forward-looking statements contained or incorporated by reference in
this prospectus. </P>

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<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
terms &#147;Darling,&#148; &#147;our,&#148; &#147;we&#148; and &#147;us&#148; as
used in this prospectus, refer to Darling International Inc. and its
wholly-owned subsidiaries, except where it is clear that the term refers only to
the parent company. </P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We
urge you to rely only on the information contained in this prospectus. We have
not, and the selling stockholder has not, authorized any other person to provide
you with different information. If anyone provides you with different or
inconsistent information, we urge you not to rely on it. The selling stockholder
is not making an offer to sell these securities in any jurisdiction where the
offer or sale is not permitted. We urge you to assume that the information
appearing in this prospectus is accurate as of the date on the front cover of
this prospectus only. Our business, financial condition, results of operations
and prospects may have changed since that date. </P>


<BR>
<P align=center>Page 2</P>
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<HR>
<BR>
<BR>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We
have not undertaken any action to permit a public offering of the securities
offered by this prospectus outside the United States or to permit the possession
or distribution of this prospectus outside the United States. Persons outside
the United States who come into possession of this prospectus must inform
themselves about and observe any restrictions relating to the offering of the
securities offered by this prospectus and the distribution of this prospectus
outside of the United States. </P>


<BR>
<P align=center>Page 3</P>
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<HR>
<BR>
<BR>

<P align=center><B> RISK FACTORS</B></P>
<BR>

<P><I>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Investing  in our  common  stock
will  provide you with an equity  ownership  interest in Darling.  As one of our
shareholders, your investment will be subject to risks inherent to our business.
You should carefully consider the risks described below together with all of the
other information  included in or incorporated by reference into this prospectus
before  making an  investment  decision.  If any of the events  described in the
following risk factors actually  occurs,  our business,  financial  condition or
results  of  operations  could be harmed.  If any of these  events  occurs,  the
trading  price of our common stock could decline and you may lose all or part of
your investment.</I></P>

<P><B>Fluctuations  in market
prices of finished products&#151;our  profitability and cash flow may be reduced
by decreases in the market price of our products. </B></P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our finished products are
commodities,  the prices of which are quoted on established  commodity  markets.
Accordingly,   our  profitability  will  be  affected  by  fluctuations  in  the
prevailing market prices of such finished  products.  A significant  decrease in
the market price of our  products  would have a material  adverse  effect on our
profitability and cash flow.</P>

<P><B>Substantial leverage and
debt service&#151;we have substantial debt and have significant interest payment
requirements which could adversely affect our ability to operate our business.</B> </P>

<P>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We  have a significant amount of
indebtedness.  Our substantial indebtedness could have important consequences to
the holders of our common stock including the risks that:</P>

<UL>
<LI>we will be required to use a substantial portion of our cash flow from
operations to pay our indebtedness, thereby reducing the availability of our
cash flow to fund the implementation of our business strategy, working capital,
capital expenditures, product development efforts and other general corporate
purposes;

<LI>our interest expense could increase if interest rates in general increase
because all of our debt will bear interest based on market rates;

<LI>our level of indebtedness will increase our vulnerability to general adverse economic and industry conditions;

<LI>our debt service obligations could limit our flexibility in planning for, or reacting to, changes in our business;

<LI>our level of indebtedness may place us at a competitive disadvantage compared to our competitors that have less debt; and

<LI>our failure to comply with the financial and other restrictive covenants in the
agreements governing our indebtedness, which, among other things, may limit our
ability to borrow additional funds and could result in an event of default,
could have a material adverse effect on us.
</UL>


<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;As of March 25, 2003, we
owed a contractual amount of  $56.4  million  in senior  secured  term  loans with a carrying amount of $67.7 million
and had no senior  secured
revolving  loans  under our senior  credit  agreement.  As of such  date,  three
letters  of  credit in the face  amounts  of  $0.8 million,  $3.7  million  and $4.5
million,  respectively  were  issued and  outstanding  under the  senior  credit
facility.  We will  be able to  incur  additional  indebtedness  in the  future,
including $8.4 million of additional debt available  under our revolving  credit
facility.  Additional  indebtedness will increase the risks described above. All
borrowings  under our senior  credit  agreement,  are  secured and senior to our
common stock.  For risks  associated with the restrictive  covenants in our debt
instruments, see "--Restrictive covenants in our debt instruments."</P>


<BR>
<P align=center>Page 4</P>
<BR>

<HR>
<BR>
<BR>
<P><B>History   of  net
losses&#151;we  have a history  of net losses and we may incur net losses in the
future  which could  adversely  affect our ability to service our  indebtedness.
</B></P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We have a history of net
losses and have not been profitable in recent years and may not be profitable in
the future. For the years ended December 29, 2001, December 30, 2000 and January
1, 2000, our net losses were  approximately  $11.8  millions,  $19.2 million and
$16.0 million,  respectively.  However,  following the  recapitalization  of our
company  completed in May 2002, as described below under "Darling  International
Inc.," we  reported  a net  profit of $4.7  million  for the nine  months  ended
September 28, 2002. If,  however,  we incur net losses in the future, our ability
to pay principal and interest on our indebtedness could be adversely affected.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
In order to establish consistent profitability, we must continue to do one or more of the following:</P>

<UL>
<LI> maintain our collection fees at levels sufficient to recover an adequate portion of collection costs;

<LI>increase gross margins to the extent of inflation;

<LI>maintain our distribution capability;

<LI>maintain competitiveness in pricing;

<LI>continue to manage our operating expenses; and

<LI>limit any increases in our indebtedness.
</UL>


<P>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;There  can be no assurance  that
we will achieve these objectives or attain consistent profitability.</P>

<P><B>Limitation on net operating
loss carryforwards&#151;as a result of the recapitalization, our ability to
apply federal income tax net operating loss carryforwards will be limited. </B></P>

<P>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;    As   a    result    of   the
recapitalization  of our company in May 2002,  our ability to use federal income
tax net operating loss carryforwards to offset future taxable income that may be
generated  will be  limited.  In  particular,  we have  undergone  a  change  in
ownership under Section 382 of the Code as a result of the recapitalization.  By
virtue of such a change in ownership,  an annual limitation  (generally equal to
the pre-change value of our stock multiplied by the adjusted federal  tax-exempt
rate,  which is set monthly by the IRS based on  prevailing  interest  rates and
equal to 5.01% for May 2002) will be  applied to the use of those net  operating
loss carryforwards against future taxable income.</P>

<P><B>Restrictive covenants in
our debt instruments&#151;restrictions imposed by our senior credit agreement,
and future debt agreements may, limit our ability to finance future operations
or capital needs or engage in other business activities that may be in our
interest.</B> </P>

<P>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our   senior  credit   agreement
will, and future debt agreements may, restrict our ability to:</P>

<UL>

<LI>incur additional indebtedness;

<LI>issue additional capital stock or preferred stock;

<LI> pay dividends and make other distributions;

<LI>prepay subordinated debt;

<LI> make restricted payments;

<LI> create liens;

<LI> merge, consolidate or acquire other businesses;

<LI> sell and otherwise dispose of assets; and

<LI> enter into transactions with affiliates.
</UL>


<BR>
<P align=center>Page 5</P>
<BR>

<HR>
<BR>
<BR>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;These    terms   may   impose
restrictions on our ability to finance future operations, implement our business
strategy, fund our capital needs or engage in other business activities that may
be in our interest.  In addition,  our senior credit  agreement will, and future
indebtedness  may,  require us to maintain  compliance with specified  financial
ratios. Although we are currently in compliance with the financial ratios and do
not plan on engaging in  transactions  that may cause us to not be in compliance
with the  ratios,  our  ability to comply  with these  ratios may be affected by
events  beyond our  control,  including  the risks  described  in the other risk
factors.</P>


<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;A breach of any of these restrictive covenants or our inability to comply with the required financial ratios could result in
a default under the senior credit agreement.  In the event of a default under the senior credit agreement, the lenders under the
senior credit agreement may elect to:</P>

<UL>
<LI>declare all borrowings outstanding, together with accrued and unpaid interest and other fees, to be immediately due and
              payable; or

<LI>require us to apply all of our available cash to repay these borrowings.

</UL>


<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;  The lenders  will also have
the right in these  circumstances  to  terminate  any  commitments  they have to
provide further financing, including under the revolving credit facility.</P>


<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;If  we are  unable  to  repay
these  borrowings  when due, the lenders under the senior credit  agreement also
will have the  right to  proceed  against  the  collateral,  which  consists  of
substantially  all of our assets.  If the  indebtedness  under the senior credit
agreement were to be  accelerated,  our assets may be insufficient to repay this
indebtedness in full under those  circumstances.  Any future credit agreement or
other agreement  relating to our indebtedness to which we may become a party may
include the covenants described above and other restrictive covenants.</P>

<P><B>Ranking of our common
stock&#151;upon any distribution to our creditors in a bankruptcy, liquidation
or reorganization or similar proceeding relating to our company or our property,
the holders of our debt will be entitled to be paid in cash before any payment
may be made with respect to our common stock.</B> </P>


<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our  obligations with respect
to our Series A Preferred  Stock are  subordinate and junior in right of payment
to all our present and future  indebtedness,  including  indebtedness  under our
senior credit agreement,  but will rank senior to our common stock. In the event
of our bankruptcy,  liquidation or reorganization,  our assets will be available
to pay  obligations  on the Series A Preferred  Stock and then the common  stock
only after all holders of our indebtedness and all our other creditors have been
paid. As a result,  in the event of our  liquidation  or bankruptcy it is likely
that there will be no assets  available for  distribution  to our equity holders
and thus no value to our equity.</P>

<P><B>Dividends--our ability to pay any dividends on our common stock may be limited.</B></P>


<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We have not declared or paid cash dividends on our common stock since January 3, 1989.  The payment of any dividends by us
on our common stock in the future will be at the discretion of our Board of Directors and will depend upon, among other things,
future earnings, operations, capital requirements, our general financial condition, the general financial condition of our
subsidiaries and general business conditions.</P>


<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our ability to pay any cash or noncash dividends on our common stock is subject to applicable provisions of state law and to
the terms of our senior credit agreement.  The terms of our senior credit agreement prohibit us from paying any cash dividends on our
common stock so long as any indebtedness or commitments remain outstanding under our senior credit agreement.  Moreover, under
Delaware law, we are permitted to pay cash or accumulated dividends on our capital stock, including our common stock, only out of
surplus, or if there is no surplus, out of our net profits for the fiscal year in which a dividend is declared or for the immediately
preceding fiscal year.  Surplus is defined as the excess of a company's total assets over the sum of its total liabilities plus the
par value of its outstanding capital stock.  In order to pay dividends, we must have surplus or net profits equal to the full amount
of the dividends at the time such dividend is declared.  In determining our ability to pay dividends, Delaware law permits our Board
of Directors to revalue our assets and liabilities from time to time to their fair market values in order to establish the amount of
surplus.  We cannot predict what the value of our assets or the amount of our liabilities will be in the future and, accordingly, we
cannot assure the holders of our common stock that we will be able to pay dividends on our common stock.</P>


<BR>
<P align=center>Page 6</P>
<BR>

<HR>
<BR>
<BR>
<P><B>Additional  Issuance of Shares--we  may issue  additional  common stock or
preferred stock, which could dilute your interests.</B></P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our       certificate      of
incorporation, as amended does not limit the issuance of additional common stock
or additional series of preferred stock ranking junior to our Series A Preferred
Stock.  As of  March 25,  2003 we have  available  for  issuance  37,718,552
authorized  but  unissued  shares of common  stock and  900,000  authorized  but
unissued   shares  of  preferred   stock  that  may  be  issued  in   additional
series.</P>

<P><B>Volatility of Share Price--the market price of our common stock could be volatile.</B></P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The   market   price  of  our
common stock has been subject to volatility and, in the future, the market price
of our common stock could fluctuate widely in response to numerous factors, many
of which are beyond our control.  These  factors  include,  among other  things,
actual or anticipated variations in our operating results,  earnings releases by
us, changes in financial estimates by securities analysts,  sales of substantial
amounts of our common stock,  market  conditions in the industry and the general
state  of  the  securities  markets,  governmental  legislation  or  regulation,
currency and exchange rate fluctuations,  as well as general economic and market
conditions, such as recessions.</P>

<P><B>Key Personnel--Our success is dependent on our key personnel.</B></P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our   success  depends  to  a
significant  extent upon a number of key employees,  including members of senior
management. The loss of the services of one or more of these key employees could
have a material  adverse effect on our business and  prospects.  We believe that
our future  success will depend in part on our ability to attract,  motivate and
retain skilled technical, managerial, marketing and sales personnel. Competition
for such  personnel  is intense  and there can be no  assurance  that we will be
successful in attracting, motivating and retaining key personnel. The failure to
hire and retain such personnel could  materially  adversely  affect our business
and results of operations.</P>

<P><B>Competition--the most competitive aspect of our business is the procurement of raw materials.</B></P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our  management believes that
the most competitive  aspect of our business is the procurement of raw materials
rather  than the sale of  finished  products.  During  the last ten plus  years,
pronounced consolidation within the meat packing industry has resulted in bigger
and more  efficient  slaughtering  operations,  the  majority  of which  utilize
"captive" processors.  Simultaneously,  the number of small meat packers,  which
have historically been a dependable source of supply for non-captive processors,
such  as  us,  has  decreased  significantly.   Although  the  total  amount  of
slaughtering  may be flat  or  only  moderately  increasing,  the  availability,
quantity and quality of raw materials  available to the  independent  processors
from  these  sources  have  all  decreased.  Major  competitors  include:  Baker
Commodities  in the West;  National  By-Products  in the  Midwest;  and  Griffin
Industries in Texas and the Southeast.  Each of these businesses compete in both
the Rendering and Restaurant  Service  segments.  A significant  decrease in raw
materials  available  could  materially  and  adversely  affect our business and
results of operations.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The  rendering and restaurant
services  industry is highly  fragmented and very  competitive.  We compete with
other rendering and restaurant  services  businesses and alternative  methods of
disposal  of animal  processing  by-products  and used  restaurant  cooking  oil
provided  by  trash  haulers  and  waste  management  companies,  as well as the
alternative of illegal disposal.  We charge a collection fee to offset a portion
of the cost incurred in collecting raw material.  In recent years we have become
highly  dependent  upon these  collection  fees. To the extent  suppliers of raw
materials  look to  alternate  methods of  disposal,  whether as a result of our
collection fees being deemed too expensive or otherwise, our raw material supply
will  decrease  and our  collection  fee  revenues  will  decrease,  which could
materially and adversely affect our business and results of operations.</P>


<BR>
<P align=center>Page 7</P>
<BR>

<HR>
<BR>
<BR>
<P><B>Government  regulations
and  approvals--we  may incur material  costs and  liabilities in complying with
government regulations.</B></P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We  are  subject to the rules
and  regulations  of various  federal,  state and local  governmental  agencies.
Material rules and regulations and the applicable agencies are:</P>

<UL>
<LI> the Food and Drug Administration (FDA), which regulates food and feed safety;

<LI>the United States Department of Agriculture (USDA), which regulates collection and production methods;

<LI>the Environmental Protection Agency (EPA), which regulates air and water
discharge requirements, as well as local and state agencies governing air and
water discharge;

<LI>state Departments of Agriculture, which regulate animal by-product collection and transportation procedures and animal feed
              quality; and

<LI>the United States Department of Transportation (USDOT), as well as local and state agencies,
 which regulate the operation of our commercial vehicles.

</UL>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Such  rules  and  regulations
may influence our operating  results at one or more facilities.  There can be no
assurance that we will not incur  material  costs and  liabilities in connection
with such regulations.</P>

<P><B>Ownership of our
company&#151;our lenders have the ability to exercise significant control over
all major corporate transactions and may have interests that conflict with the
interests of the other holders of our common stock. </B></P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our  lenders,  through  their
beneficial ownership of our common stock, in the aggregate own 75% of our voting
equity.  If they act in concert,  the lenders  have  effective  control of us by
virtue of their ability to elect the majority of our  directors,  to approve any
action requiring the approval of our stockholders,  including  amendments to our
charter  documents,  and to effect  fundamental  corporate  transactions such as
mergers and asset sales. The interests of the lenders as stockholders may differ
from the interests of the other  holders of our common  stock,  thus the lenders
may take actions that may disadvantage our other stockholders.  However, we were
advised at the time of the recapitalization of our company in May 2002, that the
lenders do not have and do not  expect to have any  contracts,  arrangements  or
understandings  to vote as a group for the election of directors or on any other
issue  or to hold or  dispose  of their  common  stock  or  Series  A  Preferred
Stock.</P>

<P><B>We are highly dependent on natural gas.</B></P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our   operations  are  highly
dependent on the use of natural  gas. A material  increase in natural gas prices
over a sustained period of time could materially  adversely affect our business,
financial condition and results of operations.</P>

<P><B>Certain of our 24 operating facilities are highly dependent upon a few suppliers.</B></P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Certain  of our 24  operating
facilities are highly  dependent on one or a few suppliers.  Should any of these
suppliers choose alternate  methods of disposal,  cease their  operations,  have
their  operations   interrupted  by  casualty,  or  otherwise  cease  using  our
collection services, such operating facilities would be materially and adversely
affected.</P>

<BR>
<P align=center>Page 8</P>
<BR>

<HR>
<BR>
<BR>


<P><B>In  certain markets we
are highly dependent upon the continued and uninterrupted  operation of a single
operating facility.</B></P>

<P>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In  the majority of our markets,
in the event of a casualty or condemnation  involving a facility located in such
market,  we would utilize a nearby  operating  facility to continue to serve our
customers in such market. In certain markets,  however, we do not have alternate
operating  facilities.  In the event of a  casualty  or  condemnation,  we would
experience  an  interruption  in our  ability to service  our  customers  and to
procure raw materials.  This would  materially and adversely affect our business
and results of  operations  in such  markets.  In  addition,  after an operating
facility  affected by a casualty or condemnation is restored,  there could be no
assurance that customers who in the interim choose to use  alternative  disposal
services would return to use our services.</P>

<P><B> Bovine spongiform
 encephalopathy (BSE) or "mad cow disease."</B></P>

<P>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Effective  August, 1997, the FDA
promulgated  a  rule  prohibiting  the  use of  mammalian  proteins,  with  some
exceptions, in feeds for cattle, sheep and other ruminant animals. The intent of
this rule is to prevent  the  spread of BSE,  commonly  referred  to as "mad cow
disease,"  should the disease ever occur in the United  States.  Our  management
believes that we are in compliance with the provisions of the rule.</P>

<P>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;  The European  fear of "mad cow
disease" could adversely impact  acceptance of our finished  products in Europe.
To date,  the "mad cow disease"  situation  in Europe and new FDA  restrictions,
coupled  with much lower  prices for  competing  commodities,  has caused  lower
prices for some of our key products.  If "mad cow disease" were to spread to the
United  States,  this could have a material  adverse  affect on our business and
results of operations.</P>

<P><B>Events  such as those of  September  11,  2001  and the war with Iraq may
adversely  affect the U.S.  and  international  economies,  the  markets for our
common stock, and our operations.</B></P>

<P>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;  Following  the  September  11,
2001  terrorist  attacks,  there has been  substantial  volatility  in the U.S.,
Canadian  and  international  financial  markets.  Continued  military  or other
response by the United  States or its allies,  future  terrorist  attacks or the
anticipation  of any such actions or events, as well as the war with Iraq, may have adverse impacts on the U.S.
and world economies and may disrupt financial markets (including payment systems
and  clearinghouses)  for  extended  periods of time.  These armed  conflicts or
attacks  may  also  directly  impact  our  physical  facilities  or those of our
suppliers  or   customers   and  could  have  an  impact  on  our  domestic  and
international sales, supply chain,  production capability and ability to deliver
our products to our customers.</P>

<P>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;    Political    and    economic
instability  in some  regions of the world may also result and could  negatively
impact our business and financial condition and our expectations as described in
forward-looking  statements.  The  foregoing  events  may  adversely  affect our
financial condition and the trading price of our common shares.</P>



<BR>
<P align=center>Page 9</P>
<BR>

<BR>
<BR>

<HR SIZE=5 COLOR=GRAY NOSHADE>


<p  align=center><B> DARLING INTERNATIONAL INC.</B></P>


<P>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We   are  a  recycler   of  food
processing by-products. We collect and recycle animal processing by-products and
used restaurant  cooking oil from food service  establishments.  We process such
raw  materials  at 24  facilities  located  throughout  the United  States  into
finished  products  such as tallow,  protein  and yellow  grease.  We sell these
products  nationally  and  internationally,  primarily  to  producers of various
industrial and commercial  oleo-chemicals,  soaps, pet foods and livestock feed,
for use as ingredients in their  products or for further  processing  into basic
chemical compounds.  In addition, we provide grease trap service to food service
establishments under the name TORVAC. Grease trap service includes the scheduled
periodic  removal of grease and solids  from the grease  trap to ensure the trap
functions as intended,  keeping these  materials from entering the sewer system.
Many cities and  municipalities  have ordinances and/or regulations that require
periodic grease trap serive as part of restaurant operations.</P>

<P>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;On  May 13, 2002, we consummated
a  comprehensive  recapitalization  plan designed to provide us with  sufficient
financing  to  implement  our  business  plan and  improve  our debt and capital
structure. The principal components of the recapitalization consisted of:</P>

<UL>

<LI> the issuance to our lenders of (a) 46,705,086 shares of common stock, such that
the lenders collectively own 75% of our issued and outstanding common stock and
(b) 100,000 shares of 6% cumulative redeemable Series A Preferred Stock with a
liquidation preference of $100 per share in exchange for the cancellation of an
aggregate of approximately $64.6 million of indebtedness owed by us, comprised
of (i) $55.4 million principal amount of loans under our previous credit
agreement, (ii) $5.3 million of accrued and unpaid interest and commitment fees
owing under our previous credit agreement and (iii) the $3.9 million forbearance
fee we owed to the lenders under the forbearance agreement then existing;

<LI>a new amended and restated credit agreement with the lenders that provides for a
$61.0 million term loan and a revolving credit facility of $17.3 million for
working capital loans and letters of credit. The term loan and the revolving
credit facility mature on May 10, 2007;

<LI>the reduction of our indebtedness to the lenders from approximately $126.9
million to $61.0 million principal, as of the date of the recapitalization;

<LI>the reduction in the size of our Board of Directors from six to five members
(which has subsequently been restored to six members) and the nomination for
election of the three designees of the lenders and two existing directors to our
Board of Directors until our 2003 annual meeting of stockholders;

<LI>our granting certain preemptive rights to the lenders; and

<LI>our filing a registration statement with the SEC and granting the lenders
certain other registration rights relating to the shares of common stock and
preferred stock issued to them.

</UL>

<P>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;For more detailed information, you should refer to reports and information incorporated by reference into this prospectus or
the registration statement that includes this prospectus.  For information on how we can "incorporate by reference" other filings we
have made or will make with the SEC, and how we can disclose important information to you in such manner, see "Where You Can Find
More Information-- Incorporation of Documents By Reference."</P>
<BR>
<p align=center><B>USE OF PROCEEDS</B></P>

<P>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;All shares of common stock sold pursuant to this prospectus will be sold by Denis Taura, whom we refer to as the "selling
stockholder," for his own account.</P>

<P>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We will not receive any of the proceeds from the sale of shares of our common stock by the selling stockholder.  We will
only receive proceeds if the selling stockholder exercise options underlying shares of our common stock being offered with this
prospectus prior to the sale of those shares.  If we receive any proceeds from the exercise of options, it will be added to our
working capital.  We have agreed to bear the expenses relating to the registration of the shares, other than brokerage commissions
and expenses, if any, which will be paid by the selling stockholder.</P>

<BR>
<P align=center>Page 10</P>
<BR>

<HR>
<BR>
<BR>


<p align=center><B>SELLING STOCKHOLDER</B></P>

<P>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The common stock offered hereby is being registered to permit public secondary trading of such common stock, and the selling
stockholder may offer the common stock for resale from time to time.  See "Plan of Distribution."  The number of shares of common
stock that may actually be sold by the selling stockholder will be determined by the selling stockholder.  Because the selling
stockholder may sell all, some or none of the shares of common stock covered by this prospectus which the selling stockholder holds,
and because the offering contemplated by this prospectus is not being underwritten, no estimate can be given as to the number of
shares of common stock that will be held by the selling stockholder upon termination of the offering.  Shares of common stock may be
sold from time to time by the selling stockholder or by pledgees, donees, transferees or other successors in interest.  The selling
stockholder may also loan or pledge the shares registered hereunder to broker-dealers and the broker-dealers may sell the shares so
loaned or upon a default may effect the sales of the pledged shares pursuant to this prospectus.</P>

<P>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The table below sets forth the following information, as of March 25, 2003 assuming sale by the selling stockholder of
all shares of common stock that may be acquired by the selling stockholder under the Stock Option Agreement for Denis Taura dated
March 15, 2000:</P>

<UL>

<LI>the name of the selling stockholder and the nature of positions held by the selling stockholder within the past three years
              with our company;

<LI>the number of shares of common stock and options owned by the selling stockholder as of the date of this prospectus;

<LI>the number of shares of common stock offered by this prospectus for the account of that selling stockholder;

<LI>the number of shares of common stock to be owned by the selling stockholder if all shares covered by this prospectus held by
              such stockholder are sold; and

<LI>the percentage (if more than one percent) of our common stock to be owned by the
selling stockholder if all shares covered by this prospectus held by such
stockholder are sold, based on the number of shares of our common stock
outstanding as of March 25, 2003.

</UL>


<TABLE border=1 cellPadding=1 cellSpacing=0 width=100%>
  <TR>
    <TD align=center width="15%"><font size=-1>&nbsp;&nbsp;</font></TD>
    <TD align=center width="25%"><font size=-1>&nbsp;&nbsp;</font></TD>
    <TD align=center width="13%"><font size=-1>&nbsp;&nbsp; </font></TD>
    <TD align=center width="12%"><font size=-1>&nbsp;&nbsp;</font></TD>
    <TD align=center width="35%" colspan=2><font size=-1><B> After Completion of Offering</B></font></TD></TR>

  <TR>
    <TD align=center width="15%"><font size=-1><B>Name of Selling Stockholder</B></font></TD>
    <TD align=center width="25%"><font size=-1><B>Position with Darling International</B></font></TD>
    <TD align=center width="13%"><font size=-1><B>Shares and Options Owned</B></font></TD>
    <TD align=center width="12%"><font size=-1><B>Shares Offered</B></font></TD>
    <TD align=center width="15%"><font size=-1><B>Shares Owned</B></font></TD>
    <TD align=center width="20%"><font size=-1><B>Percentage of Class Owned</B></font></TD></TR>

  <TR>
    <TD align=center width="15%"><font size=-1>Denis Taura (1)</font></TD>
    <TD align=center width="25%"><font size=-1>Director</font></TD>
    <TD align=center width="13%"><font size=-1>1,236,000</font></TD>
    <TD align=center width="12%"><font size=-1>540,000</font></TD>
    <TD align=center width="15%"><font size=-1>696,000 (2)</font></TD>
    <TD align=center width="20%"><font size=-1>1.1% (3)</font></TD></TR></TABLE>


<BR>
<HR SIZE=2 COLOR=GRAY NOSHADE align=left width=30%>

<P><font size=-1>* Less than 1%<BR>
(1)  From August 1999 until February 3, 2003, Mr. Taura was also Chairman of the Board and Chief Executive Officer of the Company.</font></P>

<P><font size=-1>(2)      Includes 666,000 shares that may be acquired by the exercise of presently exercisable options granted otherwise than in
connection with the Stock Option Agreement for Denis Taura dated March 15, 2000.</font></P>

<P><font size=-1>(3)      Percentage is based on 62,281,448 shares of our common stock outstanding as of March 25, 2003 and is calculated in
accordance with Rule 13d-3(d) under the Exchange Act.</font></P>


<BR>
<P align=center>Page 11</P>
<BR>

<HR>
<BR>
<BR>


<p align=center><B>PLAN OF DISTRIBUTION</B></P>

<P>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The common stock offered by this prospectus may be sold from time to time in one or more transactions through any of several
methods, including in transactions on the American Stock Exchange, in ordinary brokerage transactions or block transactions, in
negotiated transactions, through underwriters or a combination of such methods of sale, at market prices prevailing at the time of
sale, at prices relating to such prevailing market prices or at negotiated prices. The selling stockholder may effect such
transactions by selling shares through a broker or brokers or underwriters, who may act as principal or agent or both agent and
principal, and such brokers or underwriters may receive compensation from the selling stockholder not to exceed that which is
customary for the particular transactions.</P>

<P>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Any shares of common stock covered by this prospectus that qualify for sale pursuant to Rule 144 of the Securities Act of
1933 may be sold under that rule rather than pursuant to this prospectus. We cannot be sure that the selling stockholder will sell
any or all of the shares of common stock offered by him under this prospectus.</P>

<BR>
<p align=center><B> WHERE YOU CAN FIND MORE INFORMATION--<BR>
              INCORPORATION OF DOCUMENTS BY REFERENCE</B></P>

<P>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Under the Securities Exchange Act of 1934, we are required to file annual, quarterly and special reports, proxy statements
and other information with the SEC. You may read and copy any document we file at the SEC's public reference room at 450 Fifth
Street, N.W., Washington, D.C. 20549.  Please call the SEC at 1-800-SEC-0330 for further information about the public reference
room.  The SEC maintains a web site at http://www.sec.gov that contains reports, proxy and information statements, and other
information regarding issuers that file electronically with the SEC.  We file electronically with the SEC.</P>

<P>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We have filed a registration statement on Form S-8 with the SEC to register the shares offered by this prospectus. This
prospectus is part of the registration statement but, as permitted by SEC rules, this prospectus does not contain all the information
that you can find in the registration statement or the exhibits to the registration statement.</P>

<P>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The SEC allows us to "incorporate by reference" the information that we file with the SEC. This means we can disclose
important information to you by referring you to those filed documents. The information incorporated by reference is considered to be
a part of this prospectus, except if it is superseded by information in this prospectus or by later information that we file with the
SEC. Information that is filed with the SEC after the date of this prospectus will automatically update and supersede the information
contained or incorporated by reference in this prospectus.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;  The documents  listed below
are  incorporated  by  reference  in this  prospectus.  They  contain  important
information about Darling International and its financial condition.</P>
<UL>

<LI> Our Annual Report on Form 10-K for the fiscal year ended December 28, 2002.

<LI>
All other reports which we filed with the SEC after December 28, 2002 under
Sections 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended.

<LI>
The description of our common stock contained in our registration statement on
Form&#160;8-A (Registration No. 0-246201), filed September 4, 1997, as
amended, and including any amendment or report filed for the purpose of updating
such description.
</UL>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;  All documents  that we file
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of
1934, as amended,  after the date of this  prospectus and before the termination
of the offering of the securities  under this  prospectus  shall be deemed to be
incorporated  by  reference  in,  and shall be deemed to become a part of,  this
prospectus, as of the date of filing with the SEC. Any statement incorporated in
this prospectus  shall be deemed to be modified or superseded to the extent that
a statement  contained in a  subsequently  filed  document which is deemed to be
incorporated  by  reference  in this  prospectus  modifies  or  supersedes  such
statement.  Any  statement  which has been  subsequently  modified or superseded
shall not be deemed,  except as so modified or superseded,  to constitute a part
of  this   prospectus   or  the   registration   statement  of  which  it  is  a
part.</P>

<BR>
<P align=center>Page 12</P>
<BR>

<HR>
<BR>
<BR>


<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; You may request a copy of these
filings,  excluding  all  exhibits  unless  an  exhibit  has  been  specifically
incorporated by reference, at no cost, by writing or telephoning us at:</P>


<P  align=center>  Darling International  Inc.<BR>
251 O'Connor Ridge Boulevard,  Suite 300 <BR> Irving, TX
75038<BR> Phone: (972) 717-0300<BR> Attention: Joseph R. Weaver, Jr.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;   When   you  are   deciding
whether to purchase the shares being offered by this prospectus, you should rely
only on the information incorporated by reference or provided in this prospectus
or any  supplement.  We have not  authorized  anyone  else to  provide  you with
different information.  This prospectus is not an offer to sell shares of common
stock in any state where such an offer is not permitted.</P>
<BR>

<p align=center><B>  LEGAL MATTERS</B></P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;  The  validity of the common
stock  offered by us hereby will be passed upon by Dechert  LLP,  New York,  New
York.</P>
<BR>

<p align=center><B> EXPERTS</B></P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;  Our consolidated  financial
statements  incorporated  by reference in this prospectus from our Annual Report
on Form 10-K as of December 28, 2002 and December 29, 2001,  and for each of the
years in the three-year  period ended December 28, 2002, have been  incorporated
by  reference  herein in  reliance  upon the  report  of KPMG  LLP,  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
LLP dated  March 10,  2003  refers to a change in the method of  accounting  for
derivative  instruments  and  hedging  activities  in 2001,  and a change in the
method of accounting  for and  reporting of disposals of  long-lived  assets and
discontinued operations in 2002.</P>

<BR><BR><BR><BR>

<p align=center><B>  PART II.<BR>
     <U>INFORMATION REQUIRED IN THE REGISTRATION STATEMENT.</U></B></P>
<BR>
<p><B>Item
3.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;  Incorporation  of Documents By
Reference.</B></P>

<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The    following   documents,
which we have  filed  with the SEC,  are  incorporated  by  reference  into this
registration statement:</P>

<OL type=a>
<LI>Our Annual Report on Form 10-K for the fiscal year ended December 28, 2002;

<LI> All other reports filed with the SEC pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as
amended, since December 28, 2002; and

<LI> The description of our common stock contained in our registration statement on Form 8-A (Registration No.
0-246201), filed on September 4, 1997, as amended, and including any amendment or report filed for the purpose of updating such
description.

</OL>


<BR>
<P align=center>Page 13</P>
<BR>

<HR>
<BR>
<BR>

<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In  addition,  all  documents
that we subsequently file with the SEC pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Securities Exchange Act of 1934 prior to the filing with the SEC of
a  post-effective  amendment to this  registration  statement that (1) indicates
that all shares of common stock registered on this  registration  statement have
been sold or (2) effects the  deregistration  of the balance of such shares then
remaining  unsold  shall  be  deemed  to be  incorporated  in this  registration
statement by  reference.  Each  document  incorporated  by  reference  into this
registration  statement  shall  be  deemed  to be a  part  of  this registration
statement  from the date of the filing of such  document with the SEC until the
information contained therein is superseded or updated by any subsequently filed
document   which  is   incorporated   by   reference   into  this   registration
statement.</P>
<BR>
<p><B>Item 4.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;  Description of Securities.</B></P>

<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Not applicable.</P>
<BR>
<p><B>Item 5.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;  Interests of Named Experts and Counsel.</B></P>

<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;  Dechert  LLP has  given  an
opinion, which is filed as an exhibit to this registration statement,  regarding
the validity of the securities  registered hereby.  Fredric J. Klink, one of our
directors,  was a partner in the law firm of Dechert LLP  until  December  31, 2001,
when he became "of  counsel" at Dechert LLP.  Mr.  Klink  beneficially  owns 190,000
shares of our common stock.  We pay Dechert LLP fees for the  performance of various
legal services.</P>
<BR>
<p><B>Item 6.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;  Indemnification of Directors and Officers.</B></P>

<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;  As permitted  under Section
102(b)(7) of the Delaware General  Corporation Law, our restated  certificate of
incorporation,  as amended,  provides that our directors (including any advisory
director) shall not be liable to us or our stockholders for monetary damages for
breach of fiduciary duty as a director, except for liability:</P>

<UL>

<LI> for any breach of the director's duty of loyalty to us or to our stockholders;

<LI> for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law;

<LI>   under Section 174 of the Delaware General Corporation Law, relating to prohibited dividends or distributions or the
              repurchase or redemption of stock; or

<LI>   for any transaction from which the director derives an improper personal benefit.

</UL>

<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; In addition, as permitted by
Section 145 of the Delaware General Corporation Law our restated  certificate of
incorporation,  as amended  and our  amended  and  restated  bylaws,  as amended
provide that we shall  indemnify any person,  including  officers and directors,
who was or is, 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 our
company), by reason of the fact that such person is or was a director,  officer,
employee  or agent of our  company or is or was  serving  at the  request of our
company  as a  director,  officer,  employee  or agent of  another  corporation,
partnership,   joint  venture,   trust  or  other  enterprise  against  expenses
(including  attorneys'  fees),  judgments,  fines and amounts paid in settlement
actually and reasonably  incurred by such person in connection with such action,
suit or  proceeding,  provided  such person  acted in good faith and in a manner
such person  reasonably  believed to be in or not opposed to our best  interests
and,  for  criminal  proceedings,  had no  reasonable  cause to believe that his
conduct was unlawful.</P>

<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Furthermore,  as permitted by
Section  145,  expenses  (including  attorneys  fees)  incurred by an officer or
director   defending  or  settling  any  civil,   criminal,   administrative  or
investigative  action,  suit or proceeding shall be paid by us in advance of the
final  disposition  of  such  action,  suit or  proceeding  upon  receipt  of an
undertaking  by or on behalf of such director or officer to repay such amount if
it shall  ultimately  be  determined  that  such  person is not  entitled  to be
indemnified by us. Such expenses  (including  attorneys' fees) incurred by other
employees and agents may be so paid upon such terms and  conditions,  if any, as
our board of directors deems appropriate.</P>

<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;And  as  provided  in Section
145, the  indemnification  and  advancement of expenses  provided by, or granted
pursuant to, the above-described provisions shall not be deemed exclusive of any
other rights to which those seeking  indemnification  or advancement of expenses
may  be  entitled  under  any  bylaw,   agreement,   vote  of   stockholders  or
disinterested  directors  or  otherwise,  both as to  action  in  such  person's
official  capacity  and as to action in  another  capacity  while  holding  such
office.</P>


<BR>
<P align=center>Page 14</P>
<BR>

<HR>
<BR>
<BR>

<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We  have obtained a policy of
directors'  and  officers'  liability  insurance  that insures our directors and
officers against the cost of defense,  settlement or payment of a judgment under
certain circumstances.</P>

<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Insofar   as  indemnification
for  liabilities  arising  under  the  Securities  Act may be  permitted  to our
directors,   officers,   and  controlling  persons  pursuant  to  the  foregoing
provisions,  or  otherwise,  we have been advised that in the opinion of the SEC
such indemnification is against public policy as expressed in the Securities Act
and is, therefore,  unenforceable. In the event that a claim for indemnification
against such liabilities  (other than the payment by us of expenses  incurred or
paid by a director,  officer or controlling  person 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,  we will,
unless in the opinion of our counsel the matter has been settled by  controlling
precedent,  submit to a court of appropriate  jurisdiction  the question whether
such indemnification is against public policy as expressed in the Securities Act
and will be governed by the final adjudication of such issue.</P>
<BR>
<p><B>Item 7.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;  Exemption from Registration Claimed.</B></P>

<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Not applicable.</P>
<BR>
<p><B>Item 8.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;  Exhibits.</B></P>


<TABLE border=0 cellPadding=0 cellSpacing=0 width=100%>
  <TR>
    <TD align=center width="20%"><U><B>Exhibit Number</B></U></TD>
    <TD width="80%"><U><B>Description</B></U></TD></TR>

  <TR>
    <TD align=center width="20%">3.1</TD>
    <TD width="80%">Restated Certificate of Incorporation of the Registrant, as amended
(incorporated by reference to Exhibit 3.1 to the Registrant's Registration Statement on Form A-1 filed May 23, 2002
(Registration No. 333-88944)).</TD></TR>

  <TR>
    <TD align=center width="20%">3.2</TD>
    <TD width="80%">Amended and Restated Bylaws of the Registrant, as amended (incorporated
by reference to Exhibit 3.1 to the Registrant's Quarterly Report on Form 10-Q filed August 12, 1997).</TD></TR>
  <TR>
    <TD align=center width="20%">5.1</TD>
    <TD width="80%">Opinion of Dechert LLP.</TD></TR>
  <TR>
    <TD align=center width="20%">10.1</TD>
    <TD width="80%">Darling International Inc. Stock Option Agreement for Denis Taura, dated as of March 15, 2000.</TD></TR>
  <TR>
    <TD align=center width="20%">23.1</TD>
    <TD width="80%">Consent of Dechert LLP (included in Exhibit 5).</TD></TR>
  <TR>
    <TD align=center width="20%">23.2</TD>
    <TD width="80%">Consent of KPMG LLP.</TD></TR>

  <TR>
    <TD align=center width="20%">24.1</TD>
    <TD width="80%">Power of Attorney (included on signature page).</TD></TR>
</TABLE>

<BR>
<BR>
<BR>
<P align=center>Page 15</P>
<BR>

<HR>
<BR>
<BR>
<p><B>Item
9.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;  Undertakings.</B></P>

<OL type=a>

<LI> We hereby undertake:<BR>
<OL type=1>

         <LI> To file, during any period in which offers or sales are being made, a post-effective amendment to this registration
statement:<BR>
<OL type=i>

                <LI> To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;

                <LI> To reflect in the prospectus any facts or events arising after the effective date of the registration
statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental
change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation
from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement;

                  <LI> To include any material information with respect to the plan of distribution not previously disclosed in
the registration statement or any material change to such information in the registration statement;

                  <I>Provided,  however, </I> that paragraphs  (a)(1)(i) and (a)(1)(ii)  above do not apply if the information  required to be
included in a  post-effective  amendment by those paragraphs is contained in periodic reports filed with or furnished to the SEC by the
registrant  pursuant to Section 13 or Section 15(d) of the Securities  Exchange Act of 1934 that are  incorporated by reference in this
registration statement.
        </OL>

        <LI>      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.<BR>

         <LI>      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.<BR>
</OL>

<LI>      We hereby undertake that, for purposes of determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 that is incorporated by
reference in the registration statement 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.<BR>

<LI>     Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers
and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in
the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities
Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant 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 registrant 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 whether such indemnification by it is against public policy as
expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.
</OL>



<BR>
<P align=center>Page 16</P>
<BR>

<HR>
<BR>
<BR>


<p   align=center><B>SIGNATURES</B></P>
<BR>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;    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-8 and has duly caused this registration  statement to be signed on its
behalf by the  undersigned,  thereunto duly  authorized,  in the City of Irving,
State of Texas, on this 31st day of March, 2003.</P>




<TABLE border=0 width=600>
<TR><TD width=35%></TD><TD width=20%></TD><TD align=left>DARLING INTERNATIONAL INC.</TD></TR>

<TR><TD width=35% valign=top>&nbsp;</TD><TD width=20%></TD><TD align=left>&nbsp;</TD></TR>
<TR><TD width=35% valign=top>&nbsp;&nbsp;</TD><TD width=20%></TD>
<TD align=left>
By:&nbsp;<u>/s/&nbsp;Randall C. Stuewe&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U><BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Randall C. Stuewe<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Chairman of the Board and<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Chief Executive Officer</TD></TR>
</TABLE>

<BR>
<BR>


<p  align=center><B> POWER OF ATTORNEY</B></P>
<BR>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;  KNOWN  TO  ALL  PERSONS  BY
THESE PRESENTS,  that each person whose signature  appears below constitutes and
appoints Randall C. Stuewe and John O. Muse and each of them, individually,  his
attorneys-in-fact,  with full power of substitution and resubstitution,  for him
in any and all  capacities,  to sign  any or all  amendments  or  post-effective
amendments  to  this  registration  statement  and to file  the  same  with  the
Securities and Exchange Commission, granting unto each of such attorneys-in-fact
and agents full power and  authority  to do and  perform  each and every act and
thing  requisite  and  necessary  in  connection  with such  matters  and hereby
ratifying and  confirming all that each such  attorney-in-fact,  or his agent or
substitutes, may do or cause to be done by virtue hereof.</P>

<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Pursuant to the requirements of
the Securities Act of 1933, this  registration  statement has been signed by the
following persons in the capacities and on the dates indicated.</P>


<TABLE border=0 cellPadding=0 cellSpacing=0 width=100%>
  <TR>
    <TD align=center width="20%"><U><I>Signature</I></U></TD>
    <TD align=left width="10%">&nbsp;&nbsp;&nbsp;&nbsp;</TD>
    <TD align=left width="35%">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U><I>Title</I></U></TD>
    <TD align=left width="35%">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U><I>Date</I></U></TD></TR>
  <TR>
    <TD align=left width="10%">&nbsp;&nbsp;&nbsp;&nbsp;</TD></TR>
  <TR>
    <TD align=left width="20%"><U>&nbsp;&nbsp;/s/&nbsp;&nbsp;Randall C. Stuewe&nbsp;&nbsp;&nbsp;</U></TD>
    <TD align=left width="10%">&nbsp;&nbsp;&nbsp;&nbsp;</TD>
    <TD align=left width="35%">Chairman of the Board and</TD>
    <TD align=left width="35%">March 31, 2003</TD></TR>
  <TR>
    <TD align=left width="20%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Randall C. Stuewe</TD>
    <TD align=left width="10%">&nbsp;&nbsp;&nbsp;&nbsp;</TD>
    <TD align=left width="35%">Chief Executive Officer</TD>
    <TD align=left width="35%">&nbsp;&nbsp;&nbsp;&nbsp;</TD></TR>
  <TR>
    <TD align=left width="10%">&nbsp;&nbsp;&nbsp;&nbsp;</TD></TR>
  <TR>
    <TD align=left width="20%"><U>&nbsp;&nbsp;/s/&nbsp;&nbsp;James A. Ransweiler&nbsp;&nbsp;&nbsp;</U></TD>
    <TD align=left width="10%">&nbsp;&nbsp;&nbsp;&nbsp;</TD>
    <TD align=left width="35%">President and Chief Operating Officer</TD>
    <TD align=left width="35%">March 31, 2003</TD></TR>
  <TR>
    <TD align=left width="20%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;James A. Ransweiler</TD>
    <TD align=left width="10%">&nbsp;&nbsp;&nbsp;&nbsp;</TD>
    <TD align=left width="35%">(principal executive officer)</TD>
    <TD align=left width="35%">&nbsp;&nbsp;&nbsp;&nbsp;</TD></TR>
  <TR>
    <TD align=left width="10%">&nbsp;&nbsp;&nbsp;&nbsp;</TD></TR>
  <TR>
    <TD align=left width="20%"><U>&nbsp;&nbsp;/s/&nbsp;&nbsp;John O. Muse&nbsp;&nbsp;&nbsp;</U></TD>
    <TD align=left width="10%">&nbsp;&nbsp;&nbsp;&nbsp;</TD>
    <TD align=left width="35%">Vice President - Fnance and</TD>
    <TD align=left width="35%">March 31, 2003</TD></TR>
  <TR>
    <TD align=left width="20%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;John O. Muse</TD>
    <TD align=left width="10%">&nbsp;&nbsp;&nbsp;&nbsp;</TD>
    <TD align=left width="35%">Administration, Chief Financial Officer</TD>
    <TD align=left width="35%">&nbsp;&nbsp;&nbsp;&nbsp;</TD></TR>

 <TR>
    <TD align=left width="20%">&nbsp;&nbsp;&nbsp;&nbsp;</TD>
    <TD align=left width="10%">&nbsp;&nbsp;&nbsp;&nbsp;</TD>
    <TD align=left width="35%">(principal financial and accounting officer)</TD>
    <TD align=left width="35%">&nbsp;&nbsp;&nbsp;&nbsp;</TD></TR>
  <TR>
    <TD align=left width="10%">&nbsp;&nbsp;&nbsp;&nbsp;</TD></TR>
  <TR>
    <TD align=left width="20%"><U>&nbsp;&nbsp;/s/&nbsp;&nbsp;O. Thomas Albrecht&nbsp;&nbsp;&nbsp;</U></TD>
    <TD align=left width="10%">&nbsp;&nbsp;&nbsp;&nbsp;</TD>
    <TD align=left width="35%">Director</TD>
    <TD align=left width="35%">March 31, 2003</TD></TR>
  <TR>
    <TD align=left width="20%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;O. Thomas Albrecht</TD>
    <TD align=left width="10%">&nbsp;&nbsp;&nbsp;&nbsp;</TD>
    <TD align=left width="35%">&nbsp;&nbsp;&nbsp;&nbsp;</TD>
    <TD align=left width="35%">&nbsp;&nbsp;&nbsp;&nbsp;</TD></TR>
  <TR>
    <TD align=left width="10%">&nbsp;&nbsp;&nbsp;&nbsp;</TD></TR>
  <TR>
    <TD align=left width="20%"><U>&nbsp;&nbsp;/s/&nbsp;&nbsp;Fredric J. Klink&nbsp;&nbsp;&nbsp;</U></TD>
    <TD align=left width="10%">&nbsp;&nbsp;&nbsp;&nbsp;</TD>
    <TD align=left width="35%">Director</TD>
    <TD align=left width="35%">March 31, 2003</TD></TR>
  <TR>
    <TD align=left width="20%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Fredric J. Klink</TD>
    <TD align=left width="10%">&nbsp;&nbsp;&nbsp;&nbsp;</TD>
    <TD align=left width="35%">&nbsp;&nbsp;&nbsp;&nbsp;</TD>
    <TD align=left width="35%">&nbsp;&nbsp;&nbsp;&nbsp;</TD></TR>
<TR>
    <TD align=left width="10%">&nbsp;&nbsp;&nbsp;&nbsp;</TD></TR>
  <TR>
    <TD align=left width="20%"><U>&nbsp;&nbsp;/s/&nbsp;&nbsp;Charles Macaluso&nbsp;&nbsp;&nbsp;</U></TD>
    <TD align=left width="10%">&nbsp;&nbsp;&nbsp;&nbsp;</TD>
    <TD align=left width="35%">Director</TD>
    <TD align=left width="35%">March 31, 2003</TD></TR>
  <TR>
    <TD align=left width="20%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Charles Macaluso</TD>
    <TD align=left width="10%">&nbsp;&nbsp;&nbsp;&nbsp;</TD>
    <TD align=left width="35%">&nbsp;&nbsp;&nbsp;&nbsp;</TD>
    <TD align=left width="35%">&nbsp;&nbsp;&nbsp;&nbsp;</TD></TR>
  <TR>
    <TD align=left width="10%">&nbsp;&nbsp;&nbsp;&nbsp;</TD></TR>
  <TR>
    <TD align=left width="20%"><U>&nbsp;&nbsp;/s/&nbsp;&nbsp;Richard A. Peterson&nbsp;&nbsp;&nbsp;</U></TD>
    <TD align=left width="10%">&nbsp;&nbsp;&nbsp;&nbsp;</TD>
    <TD align=left width="35%">Director</TD>
    <TD align=left width="35%">March 31, 2003</TD></TR>
  <TR>
    <TD align=left width="20%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Richard A. Peterson</TD>
    <TD align=left width="10%">&nbsp;&nbsp;&nbsp;&nbsp;</TD>
    <TD align=left width="35%">&nbsp;&nbsp;&nbsp;&nbsp;</TD>
    <TD align=left width="35%">&nbsp;&nbsp;&nbsp;&nbsp;</TD></TR>
  <TR>
    <TD align=left width="10%">&nbsp;&nbsp;&nbsp;&nbsp;</TD></TR>
  <TR>
    <TD align=left width="20%"><U>&nbsp;&nbsp;/s/&nbsp;&nbsp;Denis J. Taura&nbsp;&nbsp;&nbsp;</U></TD>
    <TD align=left width="10%">&nbsp;&nbsp;&nbsp;&nbsp;</TD>
    <TD align=left width="35%">Director</TD>
    <TD align=left width="35%">March 31, 2003</TD></TR>
  <TR>
    <TD align=left width="20%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Denis Taura</TD>
    <TD align=left width="10%">&nbsp;&nbsp;&nbsp;&nbsp;</TD>
    <TD align=left width="35%">&nbsp;&nbsp;&nbsp;&nbsp;</TD>
    <TD align=left width="35%">&nbsp;&nbsp;&nbsp;&nbsp;</TD></TR>
  <TR>
    <TD align=left width="10%">&nbsp;&nbsp;&nbsp;&nbsp;</TD></TR>
</TABLE>


<BR>

<BR>


<HR SIZE=3 COLOR=GRAY NOSHADE>
<BR>
<BR>

<p  align=center><B> EXHIBIT INDEX</B></P>



<TABLE border=0 cellPadding=0 cellSpacing=0 width=100%>
  <TR>
    <TD align=center width="20%"><U><B>Exhibit Number</B></U></TD>
    <TD width="80%"><U><B>Description</B></U></TD></TR>

  <TR>
    <TD align=center width="20%">3.1</TD>
    <TD width="80%">Restated Certificate of Incorporation of the Registrant, as amended
(incorporated by reference to Exhibit 3.1 to the Registrant's Registration Statement on Form A-1 filed May 23, 2002
(Registration No. 333-88944)).</TD></TR>

  <TR>
    <TD align=center width="20%">3.2</TD>
    <TD width="80%">Amended and Restated Bylaws of the Registrant, as amended (incorporated
by reference to Exhibit 3.1 to the Registrant's Quarterly Report on Form 10-Q filed August 12, 1997).</TD></TR>
  <TR>
    <TD align=center width="20%">5.1</TD>
    <TD width="80%">Opinion of Dechert LLP.</TD></TR>
  <TR>
    <TD align=center width="20%">10.1</TD>
    <TD width="80%">Darling International Inc. Stock Option Agreement
 for Denis Taura, dated as of March 15, 2000.</TD></TR>
 <TR>
    <TD align=center width="20%">23.1</TD>
    <TD width="80%">Consent of Dechert LLP (included in Exhibit 5).</TD></TR>
  <TR>
    <TD align=center width="20%">23.2</TD>
    <TD width="80%">Consent of KPMG LLP.</TD></TR>

  <TR>
    <TD align=center width="20%">24.1</TD>
    <TD width="80%">Power of Attorney (included on signature page).</TD></TR>

</TABLE>

<BR>
<BR>

<Page>

<HR SIZE=3 COLOR=GRAY NOSHADE>


</BODY>
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{"company-data": {"conformed-name": "DARLING INTERNATIONAL INC", "cik": "0000916540", "assigned-sic": "2070", "irs-number": "362495346", "state-of-incorporation": "DE", "fiscal-year-end": "0103"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-104220", "film-number": "03634746"}, "business-address": {"street1": "251 O CONNOR RIDGE BLVD", "street2": "STE 300", "city": "IRVING", "state": "TX", "zip": "75038", "phone": "9727170300"}, "mail-address": {"street1": "251 OCONNOR RIDGE BLVD", "street2": "#300", "city": "IRVING", "state": "TX", "zip": "75038"}}
8-K Darling International Inc.
As filed with the Securities and Exchange Commission on April 1, 2003
Registration No. 33-
SECURITIES AND EXCHANGE
COMMISSION
Washington, DC 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
DARLING INTERNATIONAL INC.
(Exact name of
registrant as specified in its charter)
DELAWARE
251 O'Connor Ridge Boulevard, Suite 300
36-2495346
(State or other jurisdiction
Irving, Texas 75038
(I.R.S. Employer
of incorporation)
(Address of principal executive offices)
Identification No.)
Darling International Inc.-
Stock Option Agreement for Denis Taura dated March 15, 2000
(Full Title of the Plan)
Joseph R. Weaver, Jr.
General Counsel and Secretary
Darling International Inc.
251 O'Connor Ridge Boulevard, Suite 300
Irving, Texas 75038
(Name and address of agent for service)
(972)717-0300
(Telephone number, including area code, of agent for service)
Copy to:
Dechert LLP
4675 MacArthur Court, Suite 1400
Newport Beach, CA  92660
Attention: Fredric J. Klink, Esq.
CALCULATION OF REGISTRATION FEE
Title of securities to be registered
Amount to be registered (1)
Proposed maximum offering price per share (2)
Proposed maximum aggregate offering price (2)
Amount of registration fee (2)
Common Stock, par value $.01 per share
540,000
$1.75
$945,000
$76.45
(1) This  Registration  Statement on Form S-8 relates to the  registration of
the offer and sale of up to 540,000  shares of common stock,  par value $.01 per
share,  of the Registrant  issuable under the Darling  International  Inc. Stock
Option Agreement for Denis Taura dated March 15, 2000.
(2) Pursuant to Rule 457(h)(1) of the Securities Act of 1933,
the proposed maximum  offering price per share,  the proposed maximum  aggregate
offering price and the amount of the registration fee are based upon the price per share of $1.75
at which options may be exercised.
This Registration Statement on Form
S-8 relates to the registration of the offer and sale of up to 540,000 shares of
common stock, par value $.01 per share, of Darling International Inc., which may
be issued under the Stock Option Agreement for Denis Taura dated March 15, 2000.
PART I.
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS.
Information  required  by Part I of
Form  S-8  to  be  contained  in  a  prospectus   meeting  the  requirements  of
Section 10(a)  of the  Securities  Act of 1933, is not required to be filed with
the SEC and is omitted from this  registration  statement in accordance with the
explanatory  note to Part I of Form S-8 and Rule 428 under the Securities Act of
1933.
The  following  reoffer  prospectus
filed as part of this  registration  statement  has been  prepared in accordance
with General  Instruction C of Form S-8 and, pursuant  thereto,  may be used for
reofferings and resales of the shares of common stock registered hereby.
REOFFER PROSPECTUS
MARCH 31, 2003
540,000 Shares
Darling International Inc.
Common Stock
Denis  Taura, a director of Darling
and formerly the Chairman of the Board and Chief  Executive  Officer of Darling,
may sell up to 540,000  shares of our common stock that he may acquire from time
to time upon the exercise of options under the Stock Option  Agreement for Denis
Taura dated March 15, 2000.  We will not receive any  proceeds  from any sale of
shares offered by this prospectus.
The    shares   offered   by   this
prospectus  could be sold in several  ways,  including  in  transactions  on the
American Stock Exchange,  or otherwise,  at prevailing market prices at the time
of sale, or in privately  negotiated  transactions  at prices agreed upon by the
parties.
Our  common  stock is quoted on the
American Stock Exchange under the symbol "DAR." On March 27, 2003, the closing
sales price of our common stock on the American Stock Exchange was $2.00.
Our  principal  executive office is
located at 251 O'Connor Ridge Boulevard,  Suite 300,  Irving,  TX 75038, and our
telephone number is (972) 717-0300.
Investing in our common stock involves risks.
See "Risk Factors" starting on page 2.
Neither      the
Securities  and Exchange  Commission  nor any state  securities  commission  has
approved or disapproved of these  securities or determined if this prospectus is
truthful  or  complete.  Any  representation  to  the  contrary  is  a  criminal
offense.
TABLE OF CONTENTS
Forward-Looking Statements
2
Risk Factors
3
Darling International Inc.
9
Use of Proceeds
10
Selling Stockholders
10
Plan of Distribution
11
Where You Can Find More Information--
Incorporation of Documents by Reference
12
Legal Matters
13
Experts
13
FORWARD-LOOKING STATEMENTS
This
prospectus includes forward-looking statements. We have based these
forward-looking statements on our current expectations and projections about
future events. These forward-looking statements are subject to risks,
uncertainties and assumptions that may cause our actual results, levels of
activity, performance, or achievements to be materially different from any
future results, levels of activity, performance, or achievements expressed or
implied by such forward-looking statements. Factors that could contribute to
these differences are discussed in the "Risk Factors" section
beginning on page 3 of this prospectus, and elsewhere in this prospectus
as well as in our previous filings with the SEC.
In
some cases, you can identify forward-looking statements by terminology such as
"may," "will," "should," "could,"
"would," "expect," "plan," "anticipate,"
"believe," "estimate," "continue," or the negative
of such terms or other similar expressions. All forward-looking statements
attributable to us or persons acting on our behalf are expressly qualified in
their entirety by the cautionary statements included in this prospectus.
We
undertake no obligation to publicly update or revise any forward-looking
statements, whether as a result of new information, future events or otherwise.
In light of these risks, uncertainties and assumptions, the forward-looking
events discussed in this prospectus might not occur. We urge you not to unduly
rely on forward-looking statements contained or incorporated by reference in
this prospectus.
The
terms "Darling," "our," "we" and "us" as
used in this prospectus, refer to Darling International Inc. and its
wholly-owned subsidiaries, except where it is clear that the term refers only to
the parent company.
We
urge you to rely only on the information contained in this prospectus. We have
not, and the selling stockholder has not, authorized any other person to provide
you with different information. If anyone provides you with different or
inconsistent information, we urge you not to rely on it. The selling stockholder
is not making an offer to sell these securities in any jurisdiction where the
offer or sale is not permitted. We urge you to assume that the information
appearing in this prospectus is accurate as of the date on the front cover of
this prospectus only. Our business, financial condition, results of operations
and prospects may have changed since that date.
Page 2
We
have not undertaken any action to permit a public offering of the securities
offered by this prospectus outside the United States or to permit the possession
or distribution of this prospectus outside the United States. Persons outside
the United States who come into possession of this prospectus must inform
themselves about and observe any restrictions relating to the offering of the
securities offered by this prospectus and the distribution of this prospectus
outside of the United States.
Page 3
RISK FACTORS
Investing  in our  common  stock
will  provide you with an equity  ownership  interest in Darling.  As one of our
shareholders, your investment will be subject to risks inherent to our business.
You should carefully consider the risks described below together with all of the
other information  included in or incorporated by reference into this prospectus
before  making an  investment  decision.  If any of the events  described in the
following risk factors actually  occurs,  our business,  financial  condition or
results  of  operations  could be harmed.  If any of these  events  occurs,  the
trading  price of our common stock could decline and you may lose all or part of
your investment.
Fluctuations  in market
prices of finished products—our  profitability and cash flow may be reduced
by decreases in the market price of our products.
Our finished products are
commodities,  the prices of which are quoted on established  commodity  markets.
Accordingly,   our  profitability  will  be  affected  by  fluctuations  in  the
prevailing market prices of such finished  products.  A significant  decrease in
the market price of our  products  would have a material  adverse  effect on our
profitability and cash flow.
Substantial leverage and
debt service—we have substantial debt and have significant interest payment
requirements which could adversely affect our ability to operate our business.
We  have a significant amount of
indebtedness.  Our substantial indebtedness could have important consequences to
the holders of our common stock including the risks that:
we will be required to use a substantial portion of our cash flow from
operations to pay our indebtedness, thereby reducing the availability of our
cash flow to fund the implementation of our business strategy, working capital,
capital expenditures, product development efforts and other general corporate
purposes;
our interest expense could increase if interest rates in general increase
because all of our debt will bear interest based on market rates;
our level of indebtedness will increase our vulnerability to general adverse economic and industry conditions;
our debt service obligations could limit our flexibility in planning for, or reacting to, changes in our business;
our level of indebtedness may place us at a competitive disadvantage compared to our competitors that have less debt; and
our failure to comply with the financial and other restrictive covenants in the
agreements governing our indebtedness, which, among other things, may limit our
ability to borrow additional funds and could result in an event of default,
could have a material adverse effect on us.
As of March 25, 2003, we
owed a contractual amount of  $56.4  million  in senior  secured  term  loans with a carrying amount of $67.7 million
and had no senior  secured
revolving  loans  under our senior  credit  agreement.  As of such  date,  three
letters  of  credit in the face  amounts  of  $0.8 million,  $3.7  million  and $4.5
million,  respectively  were  issued and  outstanding  under the  senior  credit
facility.  We will  be able to  incur  additional  indebtedness  in the  future,
including $8.4 million of additional debt available  under our revolving  credit
facility.  Additional  indebtedness will increase the risks described above. All
borrowings  under our senior  credit  agreement,  are  secured and senior to our
common stock.  For risks  associated with the restrictive  covenants in our debt
instruments, see "--Restrictive covenants in our debt instruments."
Page 4
History   of  net
losses—we  have a history  of net losses and we may incur net losses in the
future  which could  adversely  affect our ability to service our  indebtedness.
We have a history of net
losses and have not been profitable in recent years and may not be profitable in
the future. For the years ended December 29, 2001, December 30, 2000 and January
1, 2000, our net losses were  approximately  $11.8  millions,  $19.2 million and
$16.0 million,  respectively.  However,  following the  recapitalization  of our
company  completed in May 2002, as described below under "Darling  International
Inc.," we  reported  a net  profit of $4.7  million  for the nine  months  ended
September 28, 2002. If,  however,  we incur net losses in the future, our ability
to pay principal and interest on our indebtedness could be adversely affected.
In order to establish consistent profitability, we must continue to do one or more of the following:
maintain our collection fees at levels sufficient to recover an adequate portion of collection costs;
increase gross margins to the extent of inflation;
maintain our distribution capability;
maintain competitiveness in pricing;
continue to manage our operating expenses; and
limit any increases in our indebtedness.
There  can be no assurance  that
we will achieve these objectives or attain consistent profitability.
Limitation on net operating
loss carryforwards—as a result of the recapitalization, our ability to
apply federal income tax net operating loss carryforwards will be limited.
As   a    result    of   the
recapitalization  of our company in May 2002,  our ability to use federal income
tax net operating loss carryforwards to offset future taxable income that may be
generated  will be  limited.  In  particular,  we have  undergone  a  change  in
ownership under Section 382 of the Code as a result of the recapitalization.  By
virtue of such a change in ownership,  an annual limitation  (generally equal to
the pre-change value of our stock multiplied by the adjusted federal  tax-exempt
rate,  which is set monthly by the IRS based on  prevailing  interest  rates and
equal to 5.01% for May 2002) will be  applied to the use of those net  operating
loss carryforwards against future taxable income.
Restrictive covenants in
our debt instruments—restrictions imposed by our senior credit agreement,
and future debt agreements may, limit our ability to finance future operations
or capital needs or engage in other business activities that may be in our
interest.
Our   senior  credit   agreement
will, and future debt agreements may, restrict our ability to:
incur additional indebtedness;
issue additional capital stock or preferred stock;
pay dividends and make other distributions;
prepay subordinated debt;
make restricted payments;
create liens;
merge, consolidate or acquire other businesses;
sell and otherwise dispose of assets; and
enter into transactions with affiliates.
Page 5
These    terms   may   impose
restrictions on our ability to finance future operations, implement our business
strategy, fund our capital needs or engage in other business activities that may
be in our interest.  In addition,  our senior credit  agreement will, and future
indebtedness  may,  require us to maintain  compliance with specified  financial
ratios. Although we are currently in compliance with the financial ratios and do
not plan on engaging in  transactions  that may cause us to not be in compliance
with the  ratios,  our  ability to comply  with these  ratios may be affected by
events  beyond our  control,  including  the risks  described  in the other risk
factors.
A breach of any of these restrictive covenants or our inability to comply with the required financial ratios could result in
a default under the senior credit agreement.  In the event of a default under the senior credit agreement, the lenders under the
senior credit agreement may elect to:
declare all borrowings outstanding, together with accrued and unpaid interest and other fees, to be immediately due and
              payable; or
require us to apply all of our available cash to repay these borrowings.
The lenders  will also have
the right in these  circumstances  to  terminate  any  commitments  they have to
provide further financing, including under the revolving credit facility.
If  we are  unable  to  repay
these  borrowings  when due, the lenders under the senior credit  agreement also
will have the  right to  proceed  against  the  collateral,  which  consists  of
substantially  all of our assets.  If the  indebtedness  under the senior credit
agreement were to be  accelerated,  our assets may be insufficient to repay this
indebtedness in full under those  circumstances.  Any future credit agreement or
other agreement  relating to our indebtedness to which we may become a party may
include the covenants described above and other restrictive covenants.
Ranking of our common
stock—upon any distribution to our creditors in a bankruptcy, liquidation
or reorganization or similar proceeding relating to our company or our property,
the holders of our debt will be entitled to be paid in cash before any payment
may be made with respect to our common stock.
Our  obligations with respect
to our Series A Preferred  Stock are  subordinate and junior in right of payment
to all our present and future  indebtedness,  including  indebtedness  under our
senior credit agreement,  but will rank senior to our common stock. In the event
of our bankruptcy,  liquidation or reorganization,  our assets will be available
to pay  obligations  on the Series A Preferred  Stock and then the common  stock
only after all holders of our indebtedness and all our other creditors have been
paid. As a result,  in the event of our  liquidation  or bankruptcy it is likely
that there will be no assets  available for  distribution  to our equity holders
and thus no value to our equity.
Dividends--our ability to pay any dividends on our common stock may be limited.
We have not declared or paid cash dividends on our common stock since January 3, 1989.  The payment of any dividends by us
on our common stock in the future will be at the discretion of our Board of Directors and will depend upon, among other things,
future earnings, operations, capital requirements, our general financial condition, the general financial condition of our
subsidiaries and general business conditions.
Our ability to pay any cash or noncash dividends on our common stock is subject to applicable provisions of state law and to
the terms of our senior credit agreement.  The terms of our senior credit agreement prohibit us from paying any cash dividends on our
common stock so long as any indebtedness or commitments remain outstanding under our senior credit agreement.  Moreover, under
Delaware law, we are permitted to pay cash or accumulated dividends on our capital stock, including our common stock, only out of
surplus, or if there is no surplus, out of our net profits for the fiscal year in which a dividend is declared or for the immediately
preceding fiscal year.  Surplus is defined as the excess of a company's total assets over the sum of its total liabilities plus the
par value of its outstanding capital stock.  In order to pay dividends, we must have surplus or net profits equal to the full amount
of the dividends at the time such dividend is declared.  In determining our ability to pay dividends, Delaware law permits our Board
of Directors to revalue our assets and liabilities from time to time to their fair market values in order to establish the amount of
surplus.  We cannot predict what the value of our assets or the amount of our liabilities will be in the future and, accordingly, we
cannot assure the holders of our common stock that we will be able to pay dividends on our common stock.
Page 6
Additional  Issuance of Shares--we  may issue  additional  common stock or
preferred stock, which could dilute your interests.
Our       certificate      of
incorporation, as amended does not limit the issuance of additional common stock
or additional series of preferred stock ranking junior to our Series A Preferred
Stock.  As of  March 25,  2003 we have  available  for  issuance  37,718,552
authorized  but  unissued  shares of common  stock and  900,000  authorized  but
unissued   shares  of  preferred   stock  that  may  be  issued  in   additional
series.
Volatility of Share Price--the market price of our common stock could be volatile.
The   market   price  of  our
common stock has been subject to volatility and, in the future, the market price
of our common stock could fluctuate widely in response to numerous factors, many
of which are beyond our control.  These  factors  include,  among other  things,
actual or anticipated variations in our operating results,  earnings releases by
us, changes in financial estimates by securities analysts,  sales of substantial
amounts of our common stock,  market  conditions in the industry and the general
state  of  the  securities  markets,  governmental  legislation  or  regulation,
currency and exchange rate fluctuations,  as well as general economic and market
conditions, such as recessions.
Key Personnel--Our success is dependent on our key personnel.
Our   success  depends  to  a
significant  extent upon a number of key employees,  including members of senior
management. The loss of the services of one or more of these key employees could
have a material  adverse effect on our business and  prospects.  We believe that
our future  success will depend in part on our ability to attract,  motivate and
retain skilled technical, managerial, marketing and sales personnel. Competition
for such  personnel  is intense  and there can be no  assurance  that we will be
successful in attracting, motivating and retaining key personnel. The failure to
hire and retain such personnel could  materially  adversely  affect our business
and results of operations.
Competition--the most competitive aspect of our business is the procurement of raw materials.
Our  management believes that
the most competitive  aspect of our business is the procurement of raw materials
rather  than the sale of  finished  products.  During  the last ten plus  years,
pronounced consolidation within the meat packing industry has resulted in bigger
and more  efficient  slaughtering  operations,  the  majority  of which  utilize
"captive" processors.  Simultaneously,  the number of small meat packers,  which
have historically been a dependable source of supply for non-captive processors,
such  as  us,  has  decreased  significantly.   Although  the  total  amount  of
slaughtering  may be flat  or  only  moderately  increasing,  the  availability,
quantity and quality of raw materials  available to the  independent  processors
from  these  sources  have  all  decreased.  Major  competitors  include:  Baker
Commodities  in the West;  National  By-Products  in the  Midwest;  and  Griffin
Industries in Texas and the Southeast.  Each of these businesses compete in both
the Rendering and Restaurant  Service  segments.  A significant  decrease in raw
materials  available  could  materially  and  adversely  affect our business and
results of operations.
The  rendering and restaurant
services  industry is highly  fragmented and very  competitive.  We compete with
other rendering and restaurant  services  businesses and alternative  methods of
disposal  of animal  processing  by-products  and used  restaurant  cooking  oil
provided  by  trash  haulers  and  waste  management  companies,  as well as the
alternative of illegal disposal.  We charge a collection fee to offset a portion
of the cost incurred in collecting raw material.  In recent years we have become
highly  dependent  upon these  collection  fees. To the extent  suppliers of raw
materials  look to  alternate  methods of  disposal,  whether as a result of our
collection fees being deemed too expensive or otherwise, our raw material supply
will  decrease  and our  collection  fee  revenues  will  decrease,  which could
materially and adversely affect our business and results of operations.
Page 7
Government  regulations
and  approvals--we  may incur material  costs and  liabilities in complying with
government regulations.
We  are  subject to the rules
and  regulations  of various  federal,  state and local  governmental  agencies.
Material rules and regulations and the applicable agencies are:
the Food and Drug Administration (FDA), which regulates food and feed safety;
the United States Department of Agriculture (USDA), which regulates collection and production methods;
the Environmental Protection Agency (EPA), which regulates air and water
discharge requirements, as well as local and state agencies governing air and
water discharge;
state Departments of Agriculture, which regulate animal by-product collection and transportation procedures and animal feed
              quality; and
the United States Department of Transportation (USDOT), as well as local and state agencies,
 which regulate the operation of our commercial vehicles.
Such  rules  and  regulations
may influence our operating  results at one or more facilities.  There can be no
assurance that we will not incur  material  costs and  liabilities in connection
with such regulations.
Ownership of our
company—our lenders have the ability to exercise significant control over
all major corporate transactions and may have interests that conflict with the
interests of the other holders of our common stock.
Our  lenders,  through  their
beneficial ownership of our common stock, in the aggregate own 75% of our voting
equity.  If they act in concert,  the lenders  have  effective  control of us by
virtue of their ability to elect the majority of our  directors,  to approve any
action requiring the approval of our stockholders,  including  amendments to our
charter  documents,  and to effect  fundamental  corporate  transactions such as
mergers and asset sales. The interests of the lenders as stockholders may differ
from the interests of the other  holders of our common  stock,  thus the lenders
may take actions that may disadvantage our other stockholders.  However, we were
advised at the time of the recapitalization of our company in May 2002, that the
lenders do not have and do not  expect to have any  contracts,  arrangements  or
understandings  to vote as a group for the election of directors or on any other
issue  or to hold or  dispose  of their  common  stock  or  Series  A  Preferred
Stock.
We are highly dependent on natural gas.
Our   operations  are  highly
dependent on the use of natural  gas. A material  increase in natural gas prices
over a sustained period of time could materially  adversely affect our business,
financial condition and results of operations.
Certain of our 24 operating facilities are highly dependent upon a few suppliers.
Certain  of our 24  operating
facilities are highly  dependent on one or a few suppliers.  Should any of these
suppliers choose alternate  methods of disposal,  cease their  operations,  have
their  operations   interrupted  by  casualty,  or  otherwise  cease  using  our
collection services, such operating facilities would be materially and adversely
affected.
Page 8
In  certain markets we
are highly dependent upon the continued and uninterrupted  operation of a single
operating facility.
In  the majority of our markets,
in the event of a casualty or condemnation  involving a facility located in such
market,  we would utilize a nearby  operating  facility to continue to serve our
customers in such market. In certain markets,  however, we do not have alternate
operating  facilities.  In the event of a  casualty  or  condemnation,  we would
experience  an  interruption  in our  ability to service  our  customers  and to
procure raw materials.  This would  materially and adversely affect our business
and results of  operations  in such  markets.  In  addition,  after an operating
facility  affected by a casualty or condemnation is restored,  there could be no
assurance that customers who in the interim choose to use  alternative  disposal
services would return to use our services.
Bovine spongiform
 encephalopathy (BSE) or "mad cow disease."
Effective  August, 1997, the FDA
promulgated  a  rule  prohibiting  the  use of  mammalian  proteins,  with  some
exceptions, in feeds for cattle, sheep and other ruminant animals. The intent of
this rule is to prevent  the  spread of BSE,  commonly  referred  to as "mad cow
disease,"  should the disease ever occur in the United  States.  Our  management
believes that we are in compliance with the provisions of the rule.
The European  fear of "mad cow
disease" could adversely impact  acceptance of our finished  products in Europe.
To date,  the "mad cow disease"  situation  in Europe and new FDA  restrictions,
coupled  with much lower  prices for  competing  commodities,  has caused  lower
prices for some of our key products.  If "mad cow disease" were to spread to the
United  States,  this could have a material  adverse  affect on our business and
results of operations.
Events  such as those of  September  11,  2001  and the war with Iraq may
adversely  affect the U.S.  and  international  economies,  the  markets for our
common stock, and our operations.
Following  the  September  11,
2001  terrorist  attacks,  there has been  substantial  volatility  in the U.S.,
Canadian  and  international  financial  markets.  Continued  military  or other
response by the United  States or its allies,  future  terrorist  attacks or the
anticipation  of any such actions or events, as well as the war with Iraq, may have adverse impacts on the U.S.
and world economies and may disrupt financial markets (including payment systems
and  clearinghouses)  for  extended  periods of time.  These armed  conflicts or
attacks  may  also  directly  impact  our  physical  facilities  or those of our
suppliers  or   customers   and  could  have  an  impact  on  our  domestic  and
international sales, supply chain,  production capability and ability to deliver
our products to our customers.
Political    and    economic
instability  in some  regions of the world may also result and could  negatively
impact our business and financial condition and our expectations as described in
forward-looking  statements.  The  foregoing  events  may  adversely  affect our
financial condition and the trading price of our common shares.
Page 9
DARLING INTERNATIONAL INC.
We   are  a  recycler   of  food
processing by-products. We collect and recycle animal processing by-products and
used restaurant  cooking oil from food service  establishments.  We process such
raw  materials  at 24  facilities  located  throughout  the United  States  into
finished  products  such as tallow,  protein  and yellow  grease.  We sell these
products  nationally  and  internationally,  primarily  to  producers of various
industrial and commercial  oleo-chemicals,  soaps, pet foods and livestock feed,
for use as ingredients in their  products or for further  processing  into basic
chemical compounds.  In addition, we provide grease trap service to food service
establishments under the name TORVAC. Grease trap service includes the scheduled
periodic  removal of grease and solids  from the grease  trap to ensure the trap
functions as intended,  keeping these  materials from entering the sewer system.
Many cities and  municipalities  have ordinances and/or regulations that require
periodic grease trap serive as part of restaurant operations.
On  May 13, 2002, we consummated
a  comprehensive  recapitalization  plan designed to provide us with  sufficient
financing  to  implement  our  business  plan and  improve  our debt and capital
structure. The principal components of the recapitalization consisted of:
the issuance to our lenders of (a) 46,705,086 shares of common stock, such that
the lenders collectively own 75% of our issued and outstanding common stock and
(b) 100,000 shares of 6% cumulative redeemable Series A Preferred Stock with a
liquidation preference of $100 per share in exchange for the cancellation of an
aggregate of approximately $64.6 million of indebtedness owed by us, comprised
of (i) $55.4 million principal amount of loans under our previous credit
agreement, (ii) $5.3 million of accrued and unpaid interest and commitment fees
owing under our previous credit agreement and (iii) the $3.9 million forbearance
fee we owed to the lenders under the forbearance agreement then existing;
a new amended and restated credit agreement with the lenders that provides for a
$61.0 million term loan and a revolving credit facility of $17.3 million for
working capital loans and letters of credit. The term loan and the revolving
credit facility mature on May 10, 2007;
the reduction of our indebtedness to the lenders from approximately $126.9
million to $61.0 million principal, as of the date of the recapitalization;
the reduction in the size of our Board of Directors from six to five members
(which has subsequently been restored to six members) and the nomination for
election of the three designees of the lenders and two existing directors to our
Board of Directors until our 2003 annual meeting of stockholders;
our granting certain preemptive rights to the lenders; and
our filing a registration statement with the SEC and granting the lenders
certain other registration rights relating to the shares of common stock and
preferred stock issued to them.
For more detailed information, you should refer to reports and information incorporated by reference into this prospectus or
the registration statement that includes this prospectus.  For information on how we can "incorporate by reference" other filings we
have made or will make with the SEC, and how we can disclose important information to you in such manner, see "Where You Can Find
More Information-- Incorporation of Documents By Reference."
USE OF PROCEEDS
All shares of common stock sold pursuant to this prospectus will be sold by Denis Taura, whom we refer to as the "selling
stockholder," for his own account.
We will not receive any of the proceeds from the sale of shares of our common stock by the selling stockholder.  We will
only receive proceeds if the selling stockholder exercise options underlying shares of our common stock being offered with this
prospectus prior to the sale of those shares.  If we receive any proceeds from the exercise of options, it will be added to our
working capital.  We have agreed to bear the expenses relating to the registration of the shares, other than brokerage commissions
and expenses, if any, which will be paid by the selling stockholder.
Page 10
SELLING STOCKHOLDER
The common stock offered hereby is being registered to permit public secondary trading of such common stock, and the selling
stockholder may offer the common stock for resale from time to time.  See "Plan of Distribution."  The number of shares of common
stock that may actually be sold by the selling stockholder will be determined by the selling stockholder.  Because the selling
stockholder may sell all, some or none of the shares of common stock covered by this prospectus which the selling stockholder holds,
and because the offering contemplated by this prospectus is not being underwritten, no estimate can be given as to the number of
shares of common stock that will be held by the selling stockholder upon termination of the offering.  Shares of common stock may be
sold from time to time by the selling stockholder or by pledgees, donees, transferees or other successors in interest.  The selling
stockholder may also loan or pledge the shares registered hereunder to broker-dealers and the broker-dealers may sell the shares so
loaned or upon a default may effect the sales of the pledged shares pursuant to this prospectus.
The table below sets forth the following information, as of March 25, 2003 assuming sale by the selling stockholder of
all shares of common stock that may be acquired by the selling stockholder under the Stock Option Agreement for Denis Taura dated
March 15, 2000:
the name of the selling stockholder and the nature of positions held by the selling stockholder within the past three years
              with our company;
the number of shares of common stock and options owned by the selling stockholder as of the date of this prospectus;
the number of shares of common stock offered by this prospectus for the account of that selling stockholder;
the number of shares of common stock to be owned by the selling stockholder if all shares covered by this prospectus held by
              such stockholder are sold; and
the percentage (if more than one percent) of our common stock to be owned by the
selling stockholder if all shares covered by this prospectus held by such
stockholder are sold, based on the number of shares of our common stock
outstanding as of March 25, 2003.
After Completion of Offering
Name of Selling Stockholder
Position with Darling International
Shares and Options Owned
Shares Offered
Shares Owned
Percentage of Class Owned
Denis Taura (1)
Director
1,236,000
540,000
696,000 (2)
1.1% (3)
* Less than 1%
(1)  From August 1999 until February 3, 2003, Mr. Taura was also Chairman of the Board and Chief Executive Officer of the Company.
(2)      Includes 666,000 shares that may be acquired by the exercise of presently exercisable options granted otherwise than in
connection with the Stock Option Agreement for Denis Taura dated March 15, 2000.
(3)      Percentage is based on 62,281,448 shares of our common stock outstanding as of March 25, 2003 and is calculated in
accordance with Rule 13d-3(d) under the Exchange Act.
Page 11
PLAN OF DISTRIBUTION
The common stock offered by this prospectus may be sold from time to time in one or more transactions through any of several
methods, including in transactions on the American Stock Exchange, in ordinary brokerage transactions or block transactions, in
negotiated transactions, through underwriters or a combination of such methods of sale, at market prices prevailing at the time of
sale, at prices relating to such prevailing market prices or at negotiated prices. The selling stockholder may effect such
transactions by selling shares through a broker or brokers or underwriters, who may act as principal or agent or both agent and
principal, and such brokers or underwriters may receive compensation from the selling stockholder not to exceed that which is
customary for the particular transactions.
Any shares of common stock covered by this prospectus that qualify for sale pursuant to Rule 144 of the Securities Act of
1933 may be sold under that rule rather than pursuant to this prospectus. We cannot be sure that the selling stockholder will sell
any or all of the shares of common stock offered by him under this prospectus.
WHERE YOU CAN FIND MORE INFORMATION--
INCORPORATION OF DOCUMENTS BY REFERENCE
Under the Securities Exchange Act of 1934, we are required to file annual, quarterly and special reports, proxy statements
and other information with the SEC. You may read and copy any document we file at the SEC's public reference room at 450 Fifth
Street, N.W., Washington, D.C. 20549.  Please call the SEC at 1-800-SEC-0330 for further information about the public reference
room.  The SEC maintains a web site at http://www.sec.gov that contains reports, proxy and information statements, and other
information regarding issuers that file electronically with the SEC.  We file electronically with the SEC.
We have filed a registration statement on Form S-8 with the SEC to register the shares offered by this prospectus. This
prospectus is part of the registration statement but, as permitted by SEC rules, this prospectus does not contain all the information
that you can find in the registration statement or the exhibits to the registration statement.
The SEC allows us to "incorporate by reference" the information that we file with the SEC. This means we can disclose
important information to you by referring you to those filed documents. The information incorporated by reference is considered to be
a part of this prospectus, except if it is superseded by information in this prospectus or by later information that we file with the
SEC. Information that is filed with the SEC after the date of this prospectus will automatically update and supersede the information
contained or incorporated by reference in this prospectus.
The documents  listed below
are  incorporated  by  reference  in this  prospectus.  They  contain  important
information about Darling International and its financial condition.
Our Annual Report on Form 10-K for the fiscal year ended December 28, 2002.
All other reports which we filed with the SEC after December 28, 2002 under
Sections 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended.
The description of our common stock contained in our registration statement on
Form 8-A (Registration No. 0-246201), filed September 4, 1997, as
amended, and including any amendment or report filed for the purpose of updating
such description.
All documents  that we file
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of
1934, as amended,  after the date of this  prospectus and before the termination
of the offering of the securities  under this  prospectus  shall be deemed to be
incorporated  by  reference  in,  and shall be deemed to become a part of,  this
prospectus, as of the date of filing with the SEC. Any statement incorporated in
this prospectus  shall be deemed to be modified or superseded to the extent that
a statement  contained in a  subsequently  filed  document which is deemed to be
incorporated  by  reference  in this  prospectus  modifies  or  supersedes  such
statement.  Any  statement  which has been  subsequently  modified or superseded
shall not be deemed,  except as so modified or superseded,  to constitute a part
of  this   prospectus   or  the   registration   statement  of  which  it  is  a
part.
Page 12
You may request a copy of these
filings,  excluding  all  exhibits  unless  an  exhibit  has  been  specifically
incorporated by reference, at no cost, by writing or telephoning us at:
Darling International  Inc.
251 O'Connor Ridge Boulevard,  Suite 300
Irving, TX
75038
Phone: (972) 717-0300
Attention: Joseph R. Weaver, Jr.
When   you  are   deciding
whether to purchase the shares being offered by this prospectus, you should rely
only on the information incorporated by reference or provided in this prospectus
or any  supplement.  We have not  authorized  anyone  else to  provide  you with
different information.  This prospectus is not an offer to sell shares of common
stock in any state where such an offer is not permitted.
LEGAL MATTERS
The  validity of the common
stock  offered by us hereby will be passed upon by Dechert  LLP,  New York,  New
York.
EXPERTS
Our consolidated  financial
statements  incorporated  by reference in this prospectus from our Annual Report
on Form 10-K as of December 28, 2002 and December 29, 2001,  and for each of the
years in the three-year  period ended December 28, 2002, have been  incorporated
by  reference  herein in  reliance  upon the  report  of KPMG  LLP,  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
LLP dated  March 10,  2003  refers to a change in the method of  accounting  for
derivative  instruments  and  hedging  activities  in 2001,  and a change in the
method of accounting  for and  reporting of disposals of  long-lived  assets and
discontinued operations in 2002.
PART II.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT.
Item
3.        
          Incorporation  of Documents By
Reference.
The    following   documents,
which we have  filed  with the SEC,  are  incorporated  by  reference  into this
registration statement:
Our Annual Report on Form 10-K for the fiscal year ended December 28, 2002;
All other reports filed with the SEC pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as
amended, since December 28, 2002; and
The description of our common stock contained in our registration statement on Form 8-A (Registration No.
0-246201), filed on September 4, 1997, as amended, and including any amendment or report filed for the purpose of updating such
description.
Page 13
In  addition,  all  documents
that we subsequently file with the SEC pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Securities Exchange Act of 1934 prior to the filing with the SEC of
a  post-effective  amendment to this  registration  statement that (1) indicates
that all shares of common stock registered on this  registration  statement have
been sold or (2) effects the  deregistration  of the balance of such shares then
remaining  unsold  shall  be  deemed  to be  incorporated  in this  registration
statement by  reference.  Each  document  incorporated  by  reference  into this
registration  statement  shall  be  deemed  to be a  part  of  this registration
statement  from the date of the filing of such  document with the SEC until the
information contained therein is superseded or updated by any subsequently filed
document   which  is   incorporated   by   reference   into  this   registration
statement.
Item 4.        
          Description of Securities.
Not applicable.
Item 5.        
          Interests of Named Experts and Counsel.
Dechert  LLP has  given  an
opinion, which is filed as an exhibit to this registration statement,  regarding
the validity of the securities  registered hereby.  Fredric J. Klink, one of our
directors,  was a partner in the law firm of Dechert LLP  until  December  31, 2001,
when he became "of  counsel" at Dechert LLP.  Mr.  Klink  beneficially  owns 190,000
shares of our common stock.  We pay Dechert LLP fees for the  performance of various
legal services.
Item 6.        
          Indemnification of Directors and Officers.
As permitted  under Section
102(b)(7) of the Delaware General  Corporation Law, our restated  certificate of
incorporation,  as amended,  provides that our directors (including any advisory
director) shall not be liable to us or our stockholders for monetary damages for
breach of fiduciary duty as a director, except for liability:
for any breach of the director's duty of loyalty to us or to our stockholders;
for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law;
under Section 174 of the Delaware General Corporation Law, relating to prohibited dividends or distributions or the
              repurchase or redemption of stock; or
for any transaction from which the director derives an improper personal benefit.
In addition, as permitted by
Section 145 of the Delaware General Corporation Law our restated  certificate of
incorporation,  as amended  and our  amended  and  restated  bylaws,  as amended
provide that we shall  indemnify any person,  including  officers and directors,
who was or is, 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 our
company), by reason of the fact that such person is or was a director,  officer,
employee  or agent of our  company or is or was  serving  at the  request of our
company  as a  director,  officer,  employee  or agent of  another  corporation,
partnership,   joint  venture,   trust  or  other  enterprise  against  expenses
(including  attorneys'  fees),  judgments,  fines and amounts paid in settlement
actually and reasonably  incurred by such person in connection with such action,
suit or  proceeding,  provided  such person  acted in good faith and in a manner
such person  reasonably  believed to be in or not opposed to our best  interests
and,  for  criminal  proceedings,  had no  reasonable  cause to believe that his
conduct was unlawful.
Furthermore,  as permitted by
Section  145,  expenses  (including  attorneys  fees)  incurred by an officer or
director   defending  or  settling  any  civil,   criminal,   administrative  or
investigative  action,  suit or proceeding shall be paid by us in advance of the
final  disposition  of  such  action,  suit or  proceeding  upon  receipt  of an
undertaking  by or on behalf of such director or officer to repay such amount if
it shall  ultimately  be  determined  that  such  person is not  entitled  to be
indemnified by us. Such expenses  (including  attorneys' fees) incurred by other
employees and agents may be so paid upon such terms and  conditions,  if any, as
our board of directors deems appropriate.
And  as  provided  in Section
145, the  indemnification  and  advancement of expenses  provided by, or granted
pursuant to, the above-described provisions shall not be deemed exclusive of any
other rights to which those seeking  indemnification  or advancement of expenses
may  be  entitled  under  any  bylaw,   agreement,   vote  of   stockholders  or
disinterested  directors  or  otherwise,  both as to  action  in  such  person's
official  capacity  and as to action in  another  capacity  while  holding  such
office.
Page 14
We  have obtained a policy of
directors'  and  officers'  liability  insurance  that insures our directors and
officers against the cost of defense,  settlement or payment of a judgment under
certain circumstances.
Insofar   as  indemnification
for  liabilities  arising  under  the  Securities  Act may be  permitted  to our
directors,   officers,   and  controlling  persons  pursuant  to  the  foregoing
provisions,  or  otherwise,  we have been advised that in the opinion of the SEC
such indemnification is against public policy as expressed in the Securities Act
and is, therefore,  unenforceable. In the event that a claim for indemnification
against such liabilities  (other than the payment by us of expenses  incurred or
paid by a director,  officer or controlling  person 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,  we will,
unless in the opinion of our counsel the matter has been settled by  controlling
precedent,  submit to a court of appropriate  jurisdiction  the question whether
such indemnification is against public policy as expressed in the Securities Act
and will be governed by the final adjudication of such issue.
Item 7.        
          Exemption from Registration Claimed.
Not applicable.
Item 8.        
          Exhibits.
Exhibit Number
Description
3.1
Restated Certificate of Incorporation of the Registrant, as amended
(incorporated by reference to Exhibit 3.1 to the Registrant's Registration Statement on Form A-1 filed May 23, 2002
(Registration No. 333-88944)).
3.2
Amended and Restated Bylaws of the Registrant, as amended (incorporated
by reference to Exhibit 3.1 to the Registrant's Quarterly Report on Form 10-Q filed August 12, 1997).
5.1
Opinion of Dechert LLP.
10.1
Darling International Inc. Stock Option Agreement for Denis Taura, dated as of March 15, 2000.
23.1
Consent of Dechert LLP (included in Exhibit 5).
23.2
Consent of KPMG LLP.
24.1
Power of Attorney (included on signature page).
Page 15
Item
9.        
          Undertakings.
We hereby undertake:
To file, during any period in which offers or sales are being made, a post-effective amendment to this registration
statement:
To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;
To reflect in the prospectus any facts or events arising after the effective date of the registration
statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental
change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation
from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement;
To include any material information with respect to the plan of distribution not previously disclosed in
the registration statement or any material change to such information in the registration statement;
Provided,  however,
that paragraphs  (a)(1)(i) and (a)(1)(ii)  above do not apply if the information  required to be
included in a  post-effective  amendment by those paragraphs is contained in periodic reports filed with or furnished to the SEC by the
registrant  pursuant to Section 13 or Section 15(d) of the Securities  Exchange Act of 1934 that are  incorporated by reference in this
registration statement.
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.
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.
We hereby undertake that, for purposes of determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 that is incorporated by
reference in the registration statement 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.
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers
and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in
the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities
Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant 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 registrant 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 whether such indemnification by it is against public policy as
expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.
Page 16
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-8 and has duly caused this registration  statement to be signed on its
behalf by the  undersigned,  thereunto duly  authorized,  in the City of Irving,
State of Texas, on this 31st day of March, 2003.
DARLING INTERNATIONAL INC.
By:
/s/ Randall C. Stuewe
Randall C. Stuewe
Chairman of the Board and
Chief Executive Officer
POWER OF ATTORNEY
KNOWN  TO  ALL  PERSONS  BY
THESE PRESENTS,  that each person whose signature  appears below constitutes and
appoints Randall C. Stuewe and John O. Muse and each of them, individually,  his
attorneys-in-fact,  with full power of substitution and resubstitution,  for him
in any and all  capacities,  to sign  any or all  amendments  or  post-effective
amendments  to  this  registration  statement  and to file  the  same  with  the
Securities and Exchange Commission, granting unto each of such attorneys-in-fact
and agents full power and  authority  to do and  perform  each and every act and
thing  requisite  and  necessary  in  connection  with such  matters  and hereby
ratifying and  confirming all that each such  attorney-in-fact,  or his agent or
substitutes, may 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 by the
following persons in the capacities and on the dates indicated.
Signature
Title
Date
/s/  Randall C. Stuewe
Chairman of the Board and
March 31, 2003
Randall C. Stuewe
Chief Executive Officer
/s/  James A. Ransweiler
President and Chief Operating Officer
March 31, 2003
James A. Ransweiler
(principal executive officer)
/s/  John O. Muse
Vice President - Fnance and
March 31, 2003
John O. Muse
Administration, Chief Financial Officer
(principal financial and accounting officer)
/s/  O. Thomas Albrecht
Director
March 31, 2003
O. Thomas Albrecht
/s/  Fredric J. Klink
Director
March 31, 2003
Fredric J. Klink
/s/  Charles Macaluso
Director
March 31, 2003
Charles Macaluso
/s/  Richard A. Peterson
Director
March 31, 2003
Richard A. Peterson
/s/  Denis J. Taura
Director
March 31, 2003
Denis Taura
EXHIBIT INDEX
Exhibit Number
Description
3.1
Restated Certificate of Incorporation of the Registrant, as amended
(incorporated by reference to Exhibit 3.1 to the Registrant's Registration Statement on Form A-1 filed May 23, 2002
(Registration No. 333-88944)).
3.2
Amended and Restated Bylaws of the Registrant, as amended (incorporated
by reference to Exhibit 3.1 to the Registrant's Quarterly Report on Form 10-Q filed August 12, 1997).
5.1
Opinion of Dechert LLP.
10.1
Darling International Inc. Stock Option Agreement
 for Denis Taura, dated as of March 15, 2000.
23.1
Consent of Dechert LLP (included in Exhibit 5).
23.2
Consent of KPMG LLP.
24.1
Power of Attorney (included on signature page).