As filed with the Securities and Exchange Commission on September
13, 1995

                                       Registration No. 33-       
  

=================================================================

                 SECURITIES AND EXCHANGE COMMISSION
                       Washington, D.C. 20549
                         -------------------
                              FORM S-8
                    REGISTRATION STATEMENT UNDER
                     THE SECURITIES ACT OF 1933
                         -------------------

                      FOODBRANDS AMERICA, INC.
       ------------------------------------------------------
       (Exact name of registrant as specified in its charter)

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

               2601 Northwest Expressway, Suite 1000W
                    Oklahoma City, Oklahoma 73112
         ---------------------------------------------------
         (Address of Principal Executive Offices) (Zip Code)

                      FOODBRANDS AMERICA, INC.
                      1992 STOCK INCENTIVE PLAN
                      -------------------------
                      (Full title of the plan)

                           Bryant P. Bynum
                      Foodbrands America, Inc.
               2601 Northwest Expressway, Suite 1000W
                    Oklahoma City, Oklahoma 73112
               ---------------------------------------
               (Name and address of agent for service)

                           (405) 879-5500
    -------------------------------------------------------------
    (Telephone number, including area code, of agent for service)

                             Copies to:
Kevin R. Sweeney, Esq.             W. Chris Coleman, Esq.
Shook, Hardy & Bacon P.C.          McAfee & Taft
One Kansas City Place              Two Leadership Square
1200 Main Street                   Tenth Floor
Kansas City, Missouri 64105        Oklahoma City, Oklahoma 73102

                   -------------------------------<PAGE>
<TABLE>
                        CALCULATION OF REGISTRATION FEE
================================================================= 
<CAPTION>
                               Proposed     Proposed
                               maximum      maximum   
Title of           Amount      offering     aggregate  Amount of 
securities         to be       price per    offering registration
to be registered registered<F1> unit<F2>    price<F2>   fee
-----------------------------------------------------------------
<S>                  <C>         <C>        <C>          <C>
Common Stock, par 
value $.01 per share.1,090,000   $14.50     $15,805,000  $5,450
=================================================================
<FN>
<F1>     This Registration Statement relates to an additional
1,090,000 shares of Common Stock to be covered by the Foodbrands
America, Inc. 1992 Stock Incentive Plan (the "Plan").  In
addition, pursuant to Rule 416 under the Securities Act of 1933,
this Registration Statement also covers an indeterminate number
of shares which by reason of certain events specified in the Plan
may become subject to the Plan.

<F2>     Estimated pursuant to Rule 457(h) of the Securities Act
of 1933 solely for the purpose of calculating the registration
fee and based upon the average of the high and low prices of the
Common Stock as reported by the Nasdaq National Market System on
September 8, 1995.
</FN>
</TABLE>

<PAGE>
                          EXPLANATORY NOTE

         This Registration Statement relates to an amendment to
the Plan approved by the stockholders of Doskocil Companies
Incorporated ("Doskocil") at Doskocil's 1995 Annual Meeting of
Stockholders pursuant to which the number of shares of Common
Stock authorized to be issued under the Plan was increased from
810,000 to 1,900,000.  On May 16, 1995, Doskocil was merged with
and into Foodbrands America, Inc. (the "Company"), with the
Company as the surviving entity.  

         The contents of the Registration Statement on Form S-8
(File No. 33-45974) filed with the Securities and Exchange
Commission (the "Commission") on March 4, 1992, including
Post-Effective Amendment No. 1 thereto filed May 18, 1993 and
Post-Effective Amendment No. 2 thereto filed June 13, 1995, and
the Registration Statement on Form S-8 (File No. 33-59331) filed
with the Commission on May 15, 1995, including Post-Effective
Amendment No. 1 thereto filed June 13, 1995 (collectively, the
"Prior Registration Statements"), are hereby incorporated by
reference.  

         This Registration Statement includes information
required in this Registration Statement that was not included in
the Prior Registration Statements.
<PAGE>
                               PART II

         INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents filed by Doskocil and the
Company with the Commission are incorporated in and made a part
of this Registration Statement by reference, except to the extent
that any statement or information therein is modified, superseded
or replaced by a statement or information contained in any other
subsequently filed document incorporated herein by reference:

    1.   Doskocil's Annual Report on Form 10-K for the fiscal
year ended December 31, 1994, including Amendment No. 1 thereto
filed with the Commission on May 12, 1995.

    2.   The Company's Quarterly Reports on Form 10-Q for the
period ended April 1, 1995 and for the period ended July 1, 1995.

    3.   Doskocil's Current Reports on Form 8-K dated March 7,
1995 and April 29, 1995, and the Company's Current Reports on
Form 8-K dated May 16, 1995 and June 6, 1995.

    4.   Doskocil's Report on Form 10-C filed with the Commission
on May 17, 1995.

    5.   The description of the Common Stock set forth in the
Company's Registration Statement on Form 8-B filed with the
Commission on May 17, 1995.

         All documents filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange 
Act of 1934 subsequent to the filing of this Registration
Statement and prior to the filing of a post-effective amendment
indicating that all of the securities offered hereby have been
sold, or deregistering all such securities then remaining unsold,
shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of
the filing of such documents.

ITEM 8.  EXHIBITS.

    Number
    ------
     4.1      Certificate of Incorporation of Registrant
(incorporated by reference to Exhibit 3.1 to Registration
Statement on Form 8-B filed by the Registrant on May 17, 1995)

     4.2      Bylaws of Registrant (incorporated by reference to
Exhibit 3.2 to Registration Statement on Form 8-B filed by the
Registrant on May 17, 1995)

     5.1      Opinion of Shook, Hardy & Bacon P.C.

    15.1      Letter regarding unaudited interim financial
information executed by Coopers & Lybrand L.L.P.

    23.1      Consent of Coopers & Lybrand L.L.P.

    23.2      Consent of Shook, Hardy & Bacon P.C. (contained in
Exhibit 5.1).

    24.1      Power of Attorney (contained on signature pages
hereto).

    99.1      Amendment Number Two to the Doskocil Companies
Incorporated 1992 Stock Incentive Plan


                             SIGNATURES

         THE REGISTRANT.  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 Oklahoma
City, State of Oklahoma on September 13, 1995.

                                  FOODBRANDS AMERICA, INC.


                                  By: __________________________
                                       R. Randolph Devening,
                                       Chairman of the Board,
                                       President and Chief   
                                       Executive Officer

                          POWER OF ATTORNEY

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

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





SIGNATURE                  TITLE                   DATE
---------                  -----                   ----

/s/ R. Randolph Devening  Chairman of the      September 13, 1995
------------------------  Board, President,
R. Randolph Devening      Chief Executive Officer                 
                          and Director (Principal
                          Executive Officer)

/s/ Horst O. Sieben      Senior Vice President September 13, 1995
------------------------ and Chief Financial
Horst O. Sieben          Officer (Principal
                         Financial Officer)

/s/ William L. Brady     Vice President        September 13, 1995
------------------------ and Controller
William L. Brady         (Principal Accounting
                          Officer)


/s/ Dort A. Cameron III  Director              September 13, 1995
------------------------                                          
Dort A. Cameron III

/s/ Terry M. Grimm       Director              September 13, 1995
------------------------                                          
Terry M. Grimm

/s/ Paul S. Levy         Director              September 13, 1995
------------------------                                          
Paul S. Levy

/c/ Angus C. Littlejohn, Jr.  Director         September 13, 1995
------------------------                                          
Angus C. Littlejohn, Jr.

/s/ Paul W. Marshall     Director              September 13, 1995
------------------------ 
Paul W. Marshall
                       INDEX TO EXHIBITS

Exhibit
  No.                                                   Page 

  5.1 -Opinion of Shook, Hardy & Bacon P.C.............   11

 15.1 -Letter regarding unaudited interim financial....   13 
       information executed by Coopers & Lybrand L.L.P.

 23.1 -Consent of Coopers & Lybrand L.L.P..............   14

 99.1 -Amendment Number Two to the Doskocil Companies
       Incorporated 1992 Stock Incentive Plan..........   15
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 11557}]
{"company-data": {"conformed-name": "FOODBRANDS AMERICA INC", "cik": "0000938348", "assigned-sic": "[]", "irs-number": "132535513", "state-of-incorporation": "DE", "fiscal-year-end": "1230"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-62611", "film-number": "95573525"}, "business-address": {"street1": "2601 NW EXPRWY", "street2": "SUITE 1000W", "city": "OKLAHOMA CITY", "state": "OK", "zip": "73112", "phone": "4058795500"}, "mail-address": {"street1": "2601 NW EXPRESSWAY", "street2": "SUITE 1000W", "city": "OKLAHOMA CITY", "state": "OK", "zip": "73112"}, "former-company": {"former-conformed-name": "NEW DOSKOCIL INC", "date-changed": "19950217"}}
As filed with the Securities and Exchange Commission on September
13, 1995

                                       Registration No. 33-       
  

=================================================================

                 SECURITIES AND EXCHANGE COMMISSION
                       Washington, D.C. 20549
                         -------------------
                              FORM S-8
                    REGISTRATION STATEMENT UNDER
                     THE SECURITIES ACT OF 1933
                         -------------------

                      FOODBRANDS AMERICA, INC.
       ------------------------------------------------------
       (Exact name of registrant as specified in its charter)

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

               2601 Northwest Expressway, Suite 1000W
                    Oklahoma City, Oklahoma 73112
         ---------------------------------------------------
         (Address of Principal Executive Offices) (Zip Code)

                      FOODBRANDS AMERICA, INC.
                      1992 STOCK INCENTIVE PLAN
                      -------------------------
                      (Full title of the plan)

                           Bryant P. Bynum
                      Foodbrands America, Inc.
               2601 Northwest Expressway, Suite 1000W
                    Oklahoma City, Oklahoma 73112
               ---------------------------------------
               (Name and address of agent for service)

                           (405) 879-5500
    -------------------------------------------------------------
    (Telephone number, including area code, of agent for service)

                             Copies to:
Kevin R. Sweeney, Esq.             W. Chris Coleman, Esq.
Shook, Hardy & Bacon P.C.          McAfee & Taft
One Kansas City Place              Two Leadership Square
1200 Main Street                   Tenth Floor
Kansas City, Missouri 64105        Oklahoma City, Oklahoma 73102

                   -------------------------------
CALCULATION OF REGISTRATION FEE
=================================================================
Proposed     Proposed
                               maximum      maximum   
Title of           Amount      offering     aggregate  Amount of 
securities         to be       price per    offering registration
to be registered registered
unit
price
fee
-----------------------------------------------------------------
Common Stock, par 
value $.01 per share.1,090,000   $14.50     $15,805,000  $5,450
=================================================================
This Registration Statement relates to an additional
1,090,000 shares of Common Stock to be covered by the Foodbrands
America, Inc. 1992 Stock Incentive Plan (the "Plan").  In
addition, pursuant to Rule 416 under the Securities Act of 1933,
this Registration Statement also covers an indeterminate number
of shares which by reason of certain events specified in the Plan
may become subject to the Plan.
Estimated pursuant to Rule 457(h) of the Securities Act
of 1933 solely for the purpose of calculating the registration
fee and based upon the average of the high and low prices of the
Common Stock as reported by the Nasdaq National Market System on
September 8, 1995.
EXPLANATORY NOTE

         This Registration Statement relates to an amendment to
the Plan approved by the stockholders of Doskocil Companies
Incorporated ("Doskocil") at Doskocil's 1995 Annual Meeting of
Stockholders pursuant to which the number of shares of Common
Stock authorized to be issued under the Plan was increased from
810,000 to 1,900,000.  On May 16, 1995, Doskocil was merged with
and into Foodbrands America, Inc. (the "Company"), with the
Company as the surviving entity.  

         The contents of the Registration Statement on Form S-8
(File No. 33-45974) filed with the Securities and Exchange
Commission (the "Commission") on March 4, 1992, including
Post-Effective Amendment No. 1 thereto filed May 18, 1993 and
Post-Effective Amendment No. 2 thereto filed June 13, 1995, and
the Registration Statement on Form S-8 (File No. 33-59331) filed
with the Commission on May 15, 1995, including Post-Effective
Amendment No. 1 thereto filed June 13, 1995 (collectively, the
"Prior Registration Statements"), are hereby incorporated by
reference.  

         This Registration Statement includes information
required in this Registration Statement that was not included in
the Prior Registration Statements.
PART II

         INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents filed by Doskocil and the
Company with the Commission are incorporated in and made a part
of this Registration Statement by reference, except to the extent
that any statement or information therein is modified, superseded
or replaced by a statement or information contained in any other
subsequently filed document incorporated herein by reference:

    1.   Doskocil's Annual Report on Form 10-K for the fiscal
year ended December 31, 1994, including Amendment No. 1 thereto
filed with the Commission on May 12, 1995.

    2.   The Company's Quarterly Reports on Form 10-Q for the
period ended April 1, 1995 and for the period ended July 1, 1995.

    3.   Doskocil's Current Reports on Form 8-K dated March 7,
1995 and April 29, 1995, and the Company's Current Reports on
Form 8-K dated May 16, 1995 and June 6, 1995.

    4.   Doskocil's Report on Form 10-C filed with the Commission
on May 17, 1995.

    5.   The description of the Common Stock set forth in the
Company's Registration Statement on Form 8-B filed with the
Commission on May 17, 1995.

         All documents filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange 
Act of 1934 subsequent to the filing of this Registration
Statement and prior to the filing of a post-effective amendment
indicating that all of the securities offered hereby have been
sold, or deregistering all such securities then remaining unsold,
shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of
the filing of such documents.

ITEM 8.  EXHIBITS.

    Number
    ------
     4.1      Certificate of Incorporation of Registrant
(incorporated by reference to Exhibit 3.1 to Registration
Statement on Form 8-B filed by the Registrant on May 17, 1995)

     4.2      Bylaws of Registrant (incorporated by reference to
Exhibit 3.2 to Registration Statement on Form 8-B filed by the
Registrant on May 17, 1995)

     5.1      Opinion of Shook, Hardy & Bacon P.C.

    15.1      Letter regarding unaudited interim financial
information executed by Coopers & Lybrand L.L.P.

    23.1      Consent of Coopers & Lybrand L.L.P.

    23.2      Consent of Shook, Hardy & Bacon P.C. (contained in
Exhibit 5.1).

    24.1      Power of Attorney (contained on signature pages
hereto).

    99.1      Amendment Number Two to the Doskocil Companies
Incorporated 1992 Stock Incentive Plan

                             SIGNATURES

         THE REGISTRANT.  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 Oklahoma
City, State of Oklahoma on September 13, 1995.

                                  FOODBRANDS AMERICA, INC.

                                  By: __________________________
                                       R. Randolph Devening,
                                       Chairman of the Board,
                                       President and Chief   
                                       Executive Officer

                          POWER OF ATTORNEY

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

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

SIGNATURE                  TITLE                   DATE
---------                  -----                   ----

/s/ R. Randolph Devening  Chairman of the      September 13, 1995
------------------------  Board, President,
R. Randolph Devening      Chief Executive Officer                 
                          and Director (Principal
                          Executive Officer)

/s/ Horst O. Sieben      Senior Vice President September 13, 1995
------------------------ and Chief Financial
Horst O. Sieben          Officer (Principal
                         Financial Officer)

/s/ William L. Brady     Vice President        September 13, 1995
------------------------ and Controller
William L. Brady         (Principal Accounting
                          Officer)

/s/ Dort A. Cameron III  Director              September 13, 1995
------------------------                                          
Dort A. Cameron III

/s/ Terry M. Grimm       Director              September 13, 1995
------------------------                                          
Terry M. Grimm

/s/ Paul S. Levy         Director              September 13, 1995
------------------------                                          
Paul S. Levy

/c/ Angus C. Littlejohn, Jr.  Director         September 13, 1995
------------------------                                          
Angus C. Littlejohn, Jr.

/s/ Paul W. Marshall     Director              September 13, 1995
------------------------ 
Paul W. Marshall
                       INDEX TO EXHIBITS

Exhibit
  No.                                                   Page 

  5.1 -Opinion of Shook, Hardy & Bacon P.C.............   11

 15.1 -Letter regarding unaudited interim financial....   13 
       information executed by Coopers & Lybrand L.L.P.

 23.1 -Consent of Coopers & Lybrand L.L.P..............   14

 99.1 -Amendment Number Two to the Doskocil Companies
       Incorporated 1992 Stock Incentive Plan..........   15