As filed with the Securities and Exchange  Commission on April 30, 2003
                                                                                Registration No. 333-_________
==============================================================================================================
                                      SECURITIES AND EXCHANGE COMMISSION
                                              Washington, DC 20549
                                                   ----------
                                                    FORM S-3
                                             REGISTRATION STATEMENT
                                                     UNDER
                                           THE SECURITIES ACT OF 1933
                                                   ----------
                                           DARLING INTERNATIONAL INC.
                             (Exact name of Registrant as specified in its charter)
                                                   ----------
         Delaware                                     2070                              36-2495346
(State or Other Jurisdiction of           (Primary Standard Industrial              (I.R.S. Employer
 Incorporation or Organization)            Classification Code Number)             Identification No.)

                                                   ----------
                                    251 O'Connor Ridge Boulevard, Suite 300
                                              Irving, Texas 75038
                                                  972.717.0300
                       (Address, Including Zip Code, and Telephone Number, Including Area
                               Code, of Registrant's Principal Executive Offices)
                                                   ----------
                                             Joseph R. Weaver, Jr.
                                         General Counsel and Secretary
                                           Darling International Inc.
                                    251 O'Connor Ridge Boulevard, Suite 300
                                              Irving, Texas 75038
                                                  972.717.0300
                            (Name, Address Including Zip Code, and Telephone Number,
                                   Including Area Code, of Agent for Service)
                                                   ----------
                                                With copies to:
                        Fredric J. Klink, Esq.                             Guy Young, Esq.
                             Dechert LLP                                Haynes and Boone, LLP
                   4675 MacArthur Court, Suite 1400                 1000 Louisiana, Suite 4300
                    Newport Beach, California 92660                     Houston, Texas 77002
                            949.442.6000                                  713.547.2000

                                                  ----------
     Approximate  date of commencement of proposed sale to the public:  At such time or times on and after this
Registration Statement becomes effective as the selling stockholders may determine.

     If the only securities  being  registered on this Form are being offered  pursuant to dividend or interest
reinvestment plans, please check the following box: [ ]

     If any of the securities  being registered on this Form are to be offered on a delayed or continuous basis
pursuant to Rule 415 under the Securities Act of 1933, check the following box. [x]

     If this Form is filed to register additional  securities for an offering pursuant to Rule 462(b) under the
Securities Act, please check the following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. [ ] __________________

     If this form is a  post-effective  amendment filed pursuant to Rule 462(c) under the Securities Act, check
the  following  box and  list the  Securities  Act  registration  statement  number  of the  earlier  effective
registration statement for the same offering. [ ] __________________

     If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box.
                                                  ----------
                                        CALCULATION OF REGISTRATION FEE
 ==============================================================================================================
  Title of Each Class                        Proposed Maximum      Proposed Maximum
  of Securities to be      Amount to be     Offering Price Per    Aggregate Offering          Amount of
       Registered           Registered             Unit                 Price             Registration Fee
 --------------------------------------------------------------------------------------------------------------
 Common Stock, par      46,205,086 shares     $1.99(1)           $91,958,121(1)            $7,439.41(2)
 value $0.01 per share
 --------------------------------------------------------------------------------------------------------------
(1)  Estimated  solely for the purpose of calculating  the  registration  fee pursuant to Rule 457(c) under the
     Securities  Act of 1933.  Based on the average of the high and low prices of the common stock  reported on
     the American Stock  Exchange on April 28, 2003.
(2)  Concurrently with filing this Registration Statement, the Registrant is terminating any secondary offering
     of its Common Stock under Registration  Statement on Form S-1 (File No. 333-88944)  initially filed on May
     23, 2002 (the "Earlier Registration Statement"). 46,205,086 shares of Common Stock remain unsold under the
     Earlier  Registration  Statement.  Pursuant to Rule  457(p),  the  Registrant  is applying  the filing fee
     associated with the unsold Common Stock  ($3,613.89)  against the total filing fee that would otherwise be
     due in connection with this Registration Statement.
                                                   ----------
The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its
effective  date until the  Registrant  shall  file a further  amendment  which  specifically  states  that this
Registration  Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act
of 1933 or until this  Registration  Statement  shall become  effective on such date as the  Commission  acting
pursuant to said Section 8(a) may determine.



The  information  in this  prospectus  is not complete  and may be changed.  The
selling  stockholders  may not sell  these  securities  until  the  registration
statement filed with the Securities and Exchange  Commission is effective.  This
prospectus is not an offer to sell these securities and is not soliciting offers
to buy these securities in any state where the offer or sale is not permitted.


                              Subject to Completion
                   Preliminary Prospectus dated April 30, 2003


P R O S P E C T U S
-------------------

                           DARLING INTERNATIONAL INC.

                        46,205,086 Shares of Common Stock


                                   ----------

     Investing  in our  common  stock  involves  a high  degree of risk which is
described in the "Risk Factors" section  beginning on page 2 of this prospectus.
We urge you to carefully  read the "Risk  Factors"  section before you make your
investment decision.

                                   ----------

     We have prepared this prospectus to allow the selling  stockholders we have
identified  herein,  including  their  transferees,  pledgees,  donees and their
successors, to offer for resale up to 46,205,086 shares of our common stock held
by them.

     The  shares of common  stock  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 or through any
other means described under the heading "Plan of Distribution" beginning on page
12. We cannot  assure  you that the  selling  stockholders  will sell all or any
portion of the common stock  offered under this  prospectus.  Our company is not
selling any shares of common stock in this  offering  and  therefore we will not
receive any proceeds from any sale of securities offered by this prospectus.  We
are  registering  the shares of common stock  offered  under this  prospectus to
satisfy registration rights of the selling  stockholders.  We have agreed to pay
for all expenses in connection with the  registration of the securities  offered
by this prospectus.

     Our common stock is quoted on the American  Stock Exchange under the symbol
"DAR." On April 28,  2003,  the closing  sales price of our common  stock on the
American Stock Exchange was $2.00 per share.

     Our principal  executive office is located at 251 O'Connor Ridge Boulevard,
Suite 300, Irving, Texas 75038 and our telephone number is 972.717.0300.

     No  underwriter or any other person has been engaged to facilitate the sale
of the securities in this offering.

     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.



                                   ----------
                 The date of this prospectus is __________, 2002





                                TABLE OF CONTENTS


                                                                    Page
                                                                    ----

About this Prospectus.................................................ii
Special Note Regarding Forward-Looking Statements.....................ii
Prospectus Summary.....................................................1
Risk Factors...........................................................2
Use Of Proceeds........................................................7
Dividend Policy........................................................7
Our Business...........................................................7
Selling Stockholders..................................................11
Plan Of Distribution..................................................12
Legal Matters.........................................................13
Experts...............................................................13
Where You Can Find More Information...................................14
Incorporation By Reference............................................14


                                      -i-





                              ABOUT 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.

         This   prospectus   incorporates   important   business  and  financial
information  about us that is not included in or delivered  with this  document.
This information is available  without charge upon written or oral request.  See
"Incorporation by Reference" and "Where You Can Find More Information."

         We urge you to rely only on the  information  contained or incorporated
by reference in this prospectus.  We have not, and the selling stockholders have
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  stockholders  are 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.

         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.

                SPECIAL NOTE REGARDING 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  include, but are not limited to, those discussed in the "Risk
Factors"  section  beginning  on page 2 of this  prospectus,  elsewhere  in this
prospectus  and in our  other  filings  with the SEC that  are  incorporated  by
reference herein.

         The following  factors are among those that could cause actual  results
to differ materially from our expectations:

         o    our  continued  ability  to  obtain  sources  of  supply  for  our
              rendering operations;

         o    general  economic  conditions  in the  U.S.,  European  and  Asian
              markets;

         o    prices in the competing  commodity  markets which are volatile and
              are beyond our control; and

         o    competition  from companies which may have  substantially  greater
              resources than we have.

         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 or incorporated by reference 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.




                                      -ii-




                               PROSPECTUS SUMMARY


         This  summary  highlights   information  contained  elsewhere  in  this
prospectus.  This  summary  is not  complete  and  may  not  contain  all of the
information  that  may be  important  to you.  We urge  you to read  the  entire
prospectus  carefully,  including the "Risk Factors" section, and the additional
documents   incorporated  by  reference  herein,  before  making  an  investment
decision.

                           Darling International Inc.

         Founded by the Swift meat packing  interests and the Darling  family in
1882, we were incorporated in Delaware in 1962 under the name  "Darling-Delaware
Company,  Inc." On December 28, 1993, we changed our name from "Darling-Delaware
Company, Inc." to "Darling International Inc."

         We are a  recycler  of food  processing  by-products.  We  collect  and
recycle  animal  processing  by-products  and used 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 service  mark  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 service as part
of restaurant operations.

         Our  principal  executive  office  is  located  at 251  O'Connor  Ridge
Boulevard,   Suite  300,  Irving,  Texas  75038  and  our  telephone  number  is
972.717.0300.  We  maintain  a  site  on the  World  Wide  Web  at  the  address
http://www.darlingii.com.  The information on our Web site is not a part of this
prospectus.

                                Preliminary Note

         The shares of our common stock covered by this  prospectus  were issued
to our lenders as part of a reduction in the principal amount and  restructuring
of our indebtedness (the "Recapitalization").  The Recapitalization was approved
by our  stockholders at an annual meeting of  stockholders  held on May 10, 2002
and was  made  effective  as of that  date.  For a  summary  description  of the
Recapitalization, see "Our Business--The Recapitalization."

                          The Offering of Common Stock



                                                          
Securities offered for resale by the selling                 Up to 46,205,086 shares of common stock, par value
stockholders..............................................   $0.01 per share, held by them.

Voting Rights.............................................   Holders of common stock will have one vote per share.

Use of Proceeds...........................................   The selling shareholders will receive all of the net
                                                             proceeds from the sale of the securities sold under
                                                             this prospectus. We will not receive any of the
                                                             proceeds from those sales.

Dividends.................................................   We do not expect to pay dividends on our common stock
                                                             in the foreseeable future.  We anticipate that all
                                                             future earnings, if any, generated from operations will
                                                             be retained to develop and expand our business.

American Stock Exchange symbol............................   DAR.




We urge you to refer to the section  entitled  "Risk Factors" for an explanation
of the risks of investing in our common stock.





                                  RISK FACTORS


         We urge you to consider  carefully all of the  information set forth in
this prospectus and incorporated by reference in this  prospectus.  Please refer
to "Where You Can Find More  Information" and  "Incorporation  by Reference." We
urge you to  particularly  evaluate  the  following  risks  before  deciding  to
purchase our common stock. Various statements in this prospectus (including some
of the following risk factors) and  incorporated by reference in this prospectus
constitute  forward-looking  statements.  Please  refer to the section  entitled
"Special Note Regarding Forward-Looking Statements."

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:

         o    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;

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

         o    our level of  indebtedness  will  increase  our  vulnerability  to
              general adverse economic and industry conditions;

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

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

         o    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
Series A Preferred Stock and common stock.

         For  risks  associated  with  the  restrictive  covenants  in our  debt
instruments, see "--Restrictive covenants in our debt instruments."

History  of net  losses--we  have a history  of net  losses and we may incur net
losses,  which in the future,  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,

                                      -2-





following the  Recapitalization  completed in May 2002, as described below under
"Our Business--The  Recapitalization,"  we reported a net profit of $9.0 million
for the year-ended  December 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:

         o    maintain our  collection  fees at levels  sufficient to recover an
              adequate portion of collection costs;

         o    increase gross margins to the extent of inflation;

         o    maintain our distribution capability;

         o    maintain competitiveness in pricing;

         o    continue to manage our operating expenses; and

         o    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,  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
make  payments on our Series A Preferred  Stock,  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:

         o    incur additional indebtedness;

         o    issue additional capital stock or preferred stock;

         o    pay dividends and make other distributions;

         o    prepay subordinated debt;

         o    make restricted payments;

         o    create liens;

         o    merge, consolidate or acquire other businesses;

         o    sell and otherwise dispose of assets; and

         o    enter into transactions with affiliates.

         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.


                                      -3-




         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:

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

         o    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,  it is
likely that 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.

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 April 28, 2003 we have
available for issuance 37,711,832 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.

                                      -4-



         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 pursuant
to this offering, 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.

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:

         o    the Food and Drug  Administration  (FDA), which regulates food and
              feed safety;

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

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

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

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

                                      -5-



         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
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.

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

                                      -6-



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.

                                 USE OF PROCEEDS

         The selling  stockholders  will  receive all of the  proceeds  from the
resale of the securities  offered hereby.  We will not receive any proceeds from
the resale of such securities.

                                 DIVIDEND POLICY

         We have not  declared or paid any  dividends  on our common stock since
January 3, 1989. In addition,  our current  financing  arrangements  prohibit us
from paying cash  dividends on our common stock in the  foreseeable  future.  We
currently intend to retain future earnings,  if any, for use in the operation of
our business,  to reduce our indebtedness and to fund future growth.  Any future
determination  to  pay  cash  dividends  on  our  common  stock  will  be at the
discretion  of our  Board of  Directors  and will be  based  upon our  financial
condition,  operating  results,  capital  requirements,   plans  for  expansion,
restrictions  imposed by any financing  arrangements  and any other factors that
the Board of Directors feels are relevant.

                                  OUR BUSINESS

Darling

         Founded by the Swift meat packing  interests and the Darling  family in
1882, we were incorporated in Delaware in 1962 under the name  "Darling-Delaware
Company,  Inc." On December 28, 1993, we changed our name from "Darling-Delaware
Company, Inc." to "Darling International Inc."

         We are a  recycler  of food  processing  by-products.  We  collect  and
recycle  animal  processing  by-products  and used 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 service  mark  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 service as part
of restaurant operations.

         Our operations are currently organized into two segments. These are:

         o    Rendering,  the core business of turning  inedible waste from meat
              and poultry processors into high quality feed ingredients and fats
              for other industrial applications; and

         o    Restaurant  Services,  a  group  focused  on  growing  the  grease
              collection  business while  expanding the line of services,  which
              includes  grease trap  servicing,  offered to restaurants and food
              processors.

Processing Operations

         We create finished  products  primarily  through the drying,  grinding,
separating  and blending of our various raw  materials.  The process starts with
the collection of animal processing by-products (fat, bones, feathers and offal)
from  meat  packers,  grocery  stores,  butcher  shops,  meat  markets,  poultry
processors  and food  service  establishments,  as well as used cooking oil from
food service establishments and grocery stores.

         The  animal  processing  by-products  are  ground and heated to extract
water and  separate  oils  from  animal  tissue as well as to make the  material
suitable as an ingredient for animal feed.  Protein is separated from the cooked
material by pressing the material, then grinding and sifting it through screens.
The  separated  tallow is  centrifuged  and/or  refined for purity.  The primary
finished  products derived from the processing of animal  by-products are tallow
and protein.  Other  by-products  include  poultry meal,  feather meal and blood
meal.  Used cooking oil from food service  establishments  is processed  under a
separate  procedure  that involves  heat  processing  and  settling,  as well as
refining,  resulting  in  derived  yellow  grease,  feed-grade  animal  fat,  or
oleo-chemical feedstocks.

                                      -7-



Purchase and Collection of Raw Materials

         We operate a fleet of approximately 700 trucks and  tractor-trailers to
collect raw materials from more than 80,000 food service establishments, butcher
shops,  grocery stores,  and independent  meat and poultry  processors.  The raw
materials  collected  are  manufactured  into the finished  products we sell. We
replace or upgrade our vehicle fleet to maintain efficient operations.

         Raw  materials  are  collected  in one of two  manners.  Certain  large
suppliers,  such as large meat  processors and poultry  processors are furnished
with bulk  trailers in which the raw  material  is loaded.  We  transport  these
trailers directly to a processing facility.  We provide the remaining suppliers,
primarily  grocery stores and butcher shops with  containers in which to deposit
the raw material.  The containers are picked up by or emptied into our trucks on
a periodic basis.  The type and frequency of service is determined by individual
supplier  requirements,  the volume of raw material  generated by the  supplier,
supplier location, and weather, among other factors.

         Used cooking oil from food service  establishments is placed in various
sizes  and  types  of  containers  which we  supply.  In some  instances,  these
containers are loaded directly onto the trucks, while in other instances the oil
is  pumped  through  a vacuum  hose  into  the  truck.  We also  sell or lease a
container  for  collection  service  to  food  service   establishments   called
CleanStar(R),  which is a self-contained collection system that is housed either
inside or outside the  establishment,  with the used cooking oil pumped directly
into  collection  vehicles  via  an  outside  valve.  Approximately  10%  of our
restaurant suppliers utilize the CleanStar(R) system. The frequency of all forms
of raw material  collection  is determined by the volume of oil generated by the
food service establishment.

         The raw  materials  we collect  are  transported  either  directly to a
processing  plant  or  to a  transfer  station,  where  materials  from  several
collection  routes are loaded into  trailers  and  transported  to a  processing
plant.  Collections of animal processing  by-products  generally are made during
the day, and materials are delivered to plants for processing within 24 hours of
collection to eliminate spoilage.  Collection of used cooking oil can be made at
any time of the day or night, depending on supplier preference;  these materials
may be held for longer periods of time before processing. We charge a collection
fee to offset a portion of the cost incurred in collecting raw material.

         During  the past  year,  our  largest  single  supplier  accounted  for
approximately  8.2% of the total raw material we  processed,  and the 10 largest
raw  materials  suppliers  accounted  for  approximately  32.2% of the total raw
material we processed.  For a discussion of our  competition  for raw materials,
see "--Competition."

Raw Materials Pricing

         We have  two  primary  pricing  arrangements  with  our  raw  materials
suppliers.  Approximately half of our annual volume of raw materials is acquired
on a "formula" basis. Under a formula arrangement,  the charge or credit for raw
materials is tied to published finished product commodity prices after deducting
a fixed service charge.  We acquire the remaining  annual volume of raw material
under  "non-formula"  arrangements  whereby  suppliers  either  are paid a fixed
price, are not paid, or are charged for the expense of collection,  depending on
various economic and competitive factors.

         The credit  received  or amount  charged  for raw  material  under both
formula and non-formula arrangements is based on various factors,  including the
type  of raw  materials,  the  expected  value  of the  finished  product  to be
produced,  the  anticipated  yields,  the volume of  material  generated  by the
supplier, and processing and transportation costs.  Competition among processors
to procure raw  materials  also  affects the price paid for raw  materials.  See
"--Competition."

         Formula prices are generally adjusted on a weekly, monthly or quarterly
basis while  non-formula  prices or charges are adjusted as needed to respond to
changes in finished product prices.

Finished Products

         The  finished  products  that  result  from the  processing  of  animal
by-products are oils (primarily tallow and yellow grease) and meat and bone meal
(protein).  Oils are used as ingredients  in the production of pet food,  animal
feed and soaps.  Oleo-chemical producers use these oils as feedstocks to produce
specialty  ingredients used in paint, rubber,  paper,  concrete,  plastics and a
variety of other consumer and industrial  products.  Meals are used primarily as
high protein additives in pet food and animal feed.

         Predominantly  all of our finished  products are commodities  which are
quoted on established commodity markets or are priced relative to such

                                      -8-



commodities. While our finished products are generally sold at prices prevailing
at the time of sale,  our  ability  to  deliver  large  quantities  of  finished
products from multiple locations and to coordinate sales from a central location
enables us to  occasionally  receive a premium over the  then-prevailing  market
price.

Marketing, Sales and Distribution of Finished Products

         We market our finished  products  worldwide.  Marketing  activities are
primarily conducted through our marketing department,  which is headquartered in
Irving,  Texas. We also maintain sales offices in Los Angeles,  California,  and
Newark, New Jersey for sales and distribution of selected  products.  This sales
force is in contact with several  hundred  customers  daily and  coordinates the
sale and assists in the distribution of most finished  products  produced at our
processing  plants.  We  sell  our  finished  products  internationally  through
commodities brokers and through our agents in various countries.

         We sell to numerous foreign  markets,  including Asia, the Pacific Rim,
North Africa,  Mexico and South America. We have no material foreign operations,
but export a portion of our products to customers in various  foreign  counties.
Total export sales were $134.5 and $138.1  million for the years ended  December
28, 2002 and December 29, 2001, respectively. The level of export sales may vary
from year to year depending on the relative strength of domestic versus overseas
markets. We obtain payment protection for most of our foreign sales by requiring
payment before  shipment or by requiring bank letters of credit or guarantees of
payment from U.S. government  agencies.  We ordinarily are paid for our products
in U.S.  dollars and have not  experienced  any  material  currency  translation
losses or any material foreign exchange control difficulties.

         We have not experienced any material  restrictions on the export of our
products,  although certain  countries,  including India and certain Middle East
countries  restrict  the import of proteins  and fats and oils made from porcine
and bovine material, and the European Community has restrictions on proteins and
fats and oils  made from  specified  bovine  materials.  The  Bovine  Spongiform
Encephalopathy  (BSE) or "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.

         Finished products produced by us are distributed primarily by truck and
rail  from  our  plants  shortly  following  production.  While  there  are some
temporary   inventory   accumulations  at  various  port  locations  for  export
shipments,  inventories rarely exceed three weeks' production and, therefore, we
use limited  working  capital to carry  inventories  and reduce our  exposure to
fluctuations in commodity prices.

Competition

         Our  management  believes  that  the  most  competitive  aspect  of the
business is the  procurement  of raw materials  rather than the sale of finished
products.  During the last ten years,  pronounced  consolidation within the meat
packing  industry  has  resulted  in  bigger  and  more  efficient  slaughtering
operations,  the  majority  of which  utilize  "captive"  processors  (rendering
operations   integrated   with  the   meat  or   poultry   packing   operation).
Simultaneously, the number of small meat packers, which have historically been a
dependable   source  of  supply  for  non-captive   processors,   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.
These factors have been offset, in part,  however,  by increasing  environmental
consciousness.   The  need  for  food  service  establishments  to  comply  with
environmental  regulations  concerning  the proper  disposal of used  restaurant
cooking  oil is  offering  a growth  area for this raw  material  source.  Major
competitors for the collection of raw material include: Baker Commodities in the
West; National  By-Products in the Midwest;  and Griffin Industries in Texas and
the  Southeast.  Each of these  businesses  competes in both the  Rendering  and
Restaurant Service segments.

         In marketing  our finished  products,  we face  competition  from other
processors and from producers of other suitable commodities. Tallows and greases
are in certain  instances  substitutes for soybean oil and palm stearine,  while
protein is a substitute  for soybean meal.  Consequently,  the prices of tallow,
yellow grease,  and protein  correlate with these  substitute  commodities.  The
markets for finished  products are impacted  mainly by the  worldwide  supply of
fats, oils, proteins and grains. Other factors that influence the prices that we
receive for our finished products include the quality of our finished  products,
consumer health  consciousness,  worldwide credit conditions and U.S. government
foreign aid. From time to time, we enter into arrangements with our suppliers of
raw materials pursuant to which such suppliers buy back our finished products.

                                      -9-



Seasonality

         The amount of raw  materials  made  available to us by our suppliers is
relatively  stable on a weekly basis except for those weeks which  include major
holidays,  during which the availability of raw materials declines because major
meat  and  poultry  processors  are not  operating.  Weather  is also a  factor.
Extremely  warm  weather  adversely  affects our ability to make higher  quality
products  because the raw  material  deteriorates  more  rapidly  than in cooler
weather,  while  extremely cold weather,  in certain  instances,  can hinder the
collection of raw materials.

The Recapitalization

         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:

         o    the  issuance  to the lenders of (a)  46,705,086  shares of common
              stock,  such that the lenders  collectively own 75% 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;

         o    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;

         o    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;

         o    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;

         o    our granting certain preemptive rights to the lenders; and

         o    our filing this  registration  statement  with the  Securities and
              Exchange   Commission  and  granting  the  lenders  certain  other
              registration  rights  relating  to the shares of common  stock and
              preferred stock issued to them.







                                      -10-




                              SELLING STOCKHOLDERS


         The common stock offered  hereby are being  registered to permit public
secondary trading of such securities,  and each of the selling  stockholders may
offer the securities  for resale from time to time. See "Plan of  Distribution."
The number of shares of common  stock that may  actually be sold by each selling
stockholder will be determined by such selling stockholder.  Because each of the
selling  stockholders  may sell all,  some or none of the shares of common stock
covered  by  this  prospectus   which  each  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  stockholders  upon termination of the offering.  Shares of common stock
may be  sold  from  time to time by the  selling  stockholders  or by  pledgees,
donees,  transferees or other successors in interest.  The selling  stockholders
may also loan or pledge the shares registered hereunder to broker-dealers and/or
others and these  persons  may sell the  shares so loaned or upon a default  may
effect the sales of the pledged shares pursuant to this prospectus.

         The following table sets forth  information known to us as of April 30,
2003, with respect to the beneficial  ownership of each Credit Lyonnais New York
Branch,  PPM America Special  Investments Fund, L.P.,  Daple,  S.A., PPM America
Special Investments CBO II, L.P., Bank One N.A., Credit Agricole Indosuez, Wells
Fargo Bank  (Texas)  National  Association,  Ark CLO 2000-1,  Limited,  Cerberus
Partners,  L.P., and Avenue Special  Situations Fund II L.P. of our common stock
before and after  completion  of the sale of the  securities  to be sold by each
under this  prospectus.  The  information is based upon the assumption  that the
selling  stockholder  does  not  sell  any  securities  shown  in the  table  as
beneficially  owned other than the  securities to be sold under this  prospectus
and that the selling  stockholder  sells all such securities  offered under this
prospectus. We have determined beneficial ownership in accordance with the rules
of the SEC.

         Except in connection with the Recapitalization and in their capacity as
our lenders under our previous and our new senior credit  facility,  none of the
selling  stockholders  has held any  position  or  office,  or has had any other
material  relationship  with us or any of our  affiliates  within the past three
years, other than as a result of the ownership of our securities.

         Information concerning the selling stockholders may change from time to
time. This  prospectus will be supplemented  from time to time as appropriate to
update the  information  set forth below and to identify any additional  selling
stockholders who may offer shares of common stock hereunder.

-------------------------------------------------------------------------------
                                                      Common Stock
-------------------------------------------------------------------------------
        Name of Selling Stockholder                Shares           Shares
                                                    Owned           Offered
-------------------------------------------------------------------------------
Credit Lyonnais New York Branch                   4,359,141        4,359,141
-------------------------------------------------------------------------------
PPM America Special Investments Fund, L.P.       10,522,770       10,522,770
-------------------------------------------------------------------------------
Daple, S.A.                                         719,940          719,940
-------------------------------------------------------------------------------
PPM America Special                               6,659,897        6,659,897
   Investments CBO II, L.P.
-------------------------------------------------------------------------------
Bank One N.A.                                     6,434,923        6,434,923
-------------------------------------------------------------------------------
Credit Agricole Indosuez                          2,075,782        2,075,782
-------------------------------------------------------------------------------
Wells Fargo Bank (Texas) National Association           363              363
-------------------------------------------------------------------------------
Ark CLO 2000-1, Limited                           1,037,891        1,037,891
-------------------------------------------------------------------------------
Cerberus Partners, L.P.                           8,355,849        8,355,849
-------------------------------------------------------------------------------
Avenue Special Situations Fund II L.P.            6,038,530        6,038,530
-------------------------------------------------------------------------------

         We have agreed to bear certain  expenses  (other than broker  discounts
and commissions, if any) in connection with the registration of the securities.



                                      -11-



                              PLAN OF DISTRIBUTION

         We will not receive any of the  proceeds of the sale of the  securities
offered hereby.  We are registering for resale by the selling  stockholders  and
certain  transferees  a total of 46,205,086  shares of our common stock,  all of
which are issued and outstanding.

         The  selling  stockholders  may pledge or grant a security  interest in
some or all of the shares of common  stock owned by them and, if they default in
the  performance of their secured  obligations,  the pledgees or secured parties
may offer and sell the shares of common stock from time to time pursuant to this
prospectus.  The selling stockholders also may transfer and donate the shares of
common stock in certain  circumstances  in which case the  transferees,  donees,
pledgees or other successors in interest will be the selling  beneficial  owners
for purposes of this prospectus.

         The common  stock  offered  hereby may be sold from time to time by the
selling  stockholders  or,  to  the  extent  permitted,  by  pledgees,   donees,
transferees  or other  successors  in  interest.  All or a portion of the common
stock offered by the selling  stockholders  may be disposed of from time to time
in one or more transactions through any one or more of the following means:

         o    by the purchasers directly;

         o    in ordinary  brokerage  transactions and transactions in which the
              broker solicits purchasers;

         o    through  underwriters  or dealers who may receive  compensation in
              the form of underwriting  discounts,  concessions,  or commissions
              from the  selling  stockholders  or such  successors  in  interest
              and/or from the  purchasers  of the common stock for whom they may
              act as agent;

         o    by the writing of options on the common stock;

         o    by the  pledge of the  common  stock as  security  for any loan or
              obligation,  including pledges to brokers or dealers who may, from
              time to time,  themselves effect distributions of the common stock
              or interests therein;

         o    through purchases by a broker or dealer as principal and resale by
              such broker or dealer for its own account;

         o    through  a block  trade in which the  broker or dealer so  engaged
              will  attempt to sell the common  stock as agent but may  position
              and resell a portion of the block as principal to  facilitate  the
              transaction; and

         o    by an exchange  distribution  in accordance with the rules of such
              exchange or transactions in the over the counter market.

         Such  sales may be made at prices and at terms  then  prevailing  or at
prices  related to the then  current  market price or at  negotiated  prices and
terms.

         In  addition,   the  selling   stockholders   may  enter  into  hedging
transactions with broker-dealers or other financial  institutions,  which may in
turn  engage in short  sales of the common  stock in the  course of hedging  the
positions  they assume.  The selling  shareholders  may also engage in the short
sale of the  common  stock  and may  deliver  the  common  stock to cover  short
positions or otherwise settle short sale transactions.

         In  effecting  sales by the  selling  stockholders,  brokers or dealers
engaged by the selling  stockholders may arrange for other brokers or dealers to
participate.  Brokers or dealers  participating in such transactions may receive
commissions  or discounts  from the selling  stockholders  (and,  if they act as
agent for the purchaser of such securities,  from such purchaser).  In addition,
underwriters  or  agents  may  receive  compensation  in the form of  discounts,
concessions or commissions, from the selling stockholders or from the purchasers
of the  securities  sold by the  selling  stockholders  for whom they may act as
agents.  Underwriters may sell shares of common stock to or through dealers, who
may receive  compensation  in the form of discounts,  concessions or commissions
from the  underwriters  or commissions  from the  purchasers as the  purchaser's
agents. The selling  stockholders,  underwriters,  brokers,  dealers, and agents
that participate in the sale of the securities covered by this prospectus may be
deemed  to be  "underwriters"  within  the  meaning  of  the  Securities  Act in
connection with such sales. To the extent the selling stockholders may be deemed
to be underwriters, the selling stockholders may be subject to certain statutory
liabilities of the Securities Act, including, but not limited to, Sections 11,


                                      -12-





12 and 17 of the  Securities  Act and Rule  10b-5  under the  Exchange  Act.  In
addition and without limiting the foregoing,  the selling  stockholders  will be
subject  to  applicable  provisions  of the  Exchange  Act,  and the  rules  and
regulations  thereunder,  including,  without  limitation,  Regulation  M, which
provisions  may limit the timing of purchases  and sales of the shares of common
stock by the selling stockholders.

         At the time a  particular  offer  and  sale of  securities  under  this
prospectus is made, to the extent  required  under the  Securities  Act, we will
file a supplemental prospectus, disclosing:

         o    the name of any such broker-dealers;

         o    the number of shares of common stock involved;

         o    the price at which such shares of common stock are to be sold;

         o    the commissions  paid or discounts or concessions  allowed to such
              broker-dealers, where applicable;

         o    that such  broker-dealers  did not  conduct any  investigation  to
              verify the  information  set out or  incorporated  by reference in
              this prospectus, as supplemented; and

         o    other facts material to the transaction.

         The  Registration  Rights  Agreement that was entered into among us and
the selling stockholders in connection with the  Recapitalization  provides that
we will pay  substantially  all of the  expenses  incident to the  registration,
offering  and sale of the shares of common  stock by the  selling  stockholders,
other than  underwriting  discounts and  commissions.  The  Registration  Rights
Agreement also provides that we will indemnify the selling  stockholders against
certain liabilities, including liabilities under the Securities Act.

         Any shares of common stock covered by this  prospectus that qualify for
sale  pursuant  to Rule 144 of the  Securities  Act may be sold  under that rule
rather  than  pursuant  to this  prospectus.  We  cannot be sure that any of the
selling  stockholders will sell any or all of the shares of common stock offered
by them under this prospectus.

                                  LEGAL MATTERS

         The validity of our common stock offered  hereby will be passed upon by
Dechert LLP, New York, New York.  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.

                                     EXPERTS

         Our  consolidated  financial  statements and schedule  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.






                                      -13-



                       WHERE YOU CAN FIND MORE INFORMATION

         We are  subject to the  informational  requirements  of the  Securities
Exchange Act of 1934, as amended.  In accordance  with the Exchange Act, we file
periodic  reports,   proxy  statements  and  information  statements  and  other
information with the Securities and Exchange Commission.

         We have filed with the Securities and Exchange Commission,  Washington,
D.C.  20549, a registration  statement on Form S-3 under the Securities Act with
respect to our common stock offered hereby. This prospectus does not contain all
of the information set forth in the registration  statement and the exhibits and
schedules to the registration statement. For further information with respect to
our  company  and our common  stock  offered  hereby,  reference  is made to the
registration  statement  and the exhibits and  schedules  filed as a part of the
registration  statement.  Statements contained in this prospectus concerning the
contents of any  contract or any other  document are not  necessarily  complete;
reference  is made in each  instance  to the copy of such  contract or any other
document filed as an exhibit to the registration statement.  Each such statement
is qualified in all respects by such reference to such exhibit. The registration
statement,  including  exhibits  and  schedules  thereto,  as well as all  other
reports, proxy statements,  information statements and other information we file
with the Securities and Exchange Commission,  may be inspected without charge at
the Securities and Exchange Commission's  principal office in Washington,  D.C.,
and copies of all or any part thereof may be obtained from the Public  Reference
Section of the  Securities  and Exchange  Commission,  450 Fifth  Street,  N.W.,
Washington,  D.C. 20549,  after payment of fees prescribed by the Securities and
Exchange Commission. The Securities and Exchange Commission also maintains a Web
site which provides online access to reports,  proxy and information  statements
and other information  regarding  registrants that file  electronically with the
Securities and Exchange Commission at the address http://www.sec.gov.

         We will  furnish  without  charge to each person to whom a copy of this
prospectus is delivered,  upon written or oral request, a copy of any and all of
these filings (except  exhibits,  unless they are  specifically  incorporated by
reference into this prospectus). Please direct any requests for copies to:

                           Darling International Inc.
                     251 O'Connor Ridge Boulevard, Suite 300
                                Irving, TX 75038
                        Attention: Joseph R. Weaver, Jr.
                             Telephone: 917.717.0300
                                Fax: 917.281.4475
                    E-mail: corporatesecretary@darlingii.com

                           INCORPORATION BY REFERENCE

         The SEC allows us to incorporate  by reference the  information we file
with the SEC, which means that we can disclose  important  information to you by
referring you to those documents. We incorporate by reference in this prospectus
the information contained in the following documents:

         o    our  annual  report on Form 10-K for the year ended  December  28,
              2002 filed on March 26, 2003;

         o    our definitive proxy statement filed on April 17, 2003; and

         o    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.

         We are also  incorporating  by reference all other reports that we have
filed since  December  28,  2002 or will file with the SEC  pursuant to Sections
13(a),  13(c), 14 or 15(d) of the Exchange Act until all the securities that may
be offered under this prospectus are sold.

         You may obtain  copies of these  documents  from us,  free of cost,  by
contacting us at the address or telephone number provided in "Where You Can Find
More Information" immediately above.

         Information that we file later with the SEC and that is incorporated by
reference in this prospectus will automatically update and supersede information
contained  in  this  prospectus.  You  will be  deemed  to  have  notice  of all
information  incorporated by reference in this prospectus as if that information
was included in this prospectus.


                                      -14-





                           DARLING INTERNATIONAL INC.


                        46,205,086 shares of Common Stock

                               ------------------

                               P R O S P E C T U S
                               ------------------

                               ____________, 2003





                                     PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution

         The  expenses  to be  paid  by  our  company  in  connection  with  the
distribution of the securities being registered are as follows:



                                                                                 
                                                                                    ------------------------
                                                                                          Amount (1)

         Securities and Exchange Commission Registration Fee..................      $            7,439
         American Stock Exchange Listing Fee..................................                  22,500
         Accounting Fees and Expenses.........................................                  15,000
         Legal Fees and Expenses..............................................                  15,000
         Transfer Agent and Registrar Fees and Expenses.......................                       0
         Printing and Engraving Expenses......................................                   3,000
         Miscellaneous Fees and Expenses......................................                     500
                                                                                    ------------------------
                    Total.....................................................      $           63,439
                                                                                    ========================


------------------------

(1)     All amounts are estimates  except the SEC filing fee and the American
Stock Exchange listing fee.

Item 15. 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  (i) for any breach of the  director's  duty of
loyalty to us or to our  stockholders,  (ii) for acts or  omissions  not in good
faith or which involve  intentional  misconduct  or a knowing  violation of law,
(iii) under Section 174 of the Delaware  General  Corporation  Law,  relating to
prohibited  dividends or distributions or the repurchase or redemption of stock,
or (iv) 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.


                                      II-1



         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 16. Exhibits

    Exhibit No.      Document
    -----------      --------

       3.1           Restated  Certificate of Incorporation  of the Company,  as
                     amended (filed as Exhibit 3.1 to the Company's Registration
                     Statement  on Form S-1 filed May 23, 2002 and  incorporated
                     herein by reference).

       3.2           Amended  and  Restated  Bylaws of the  Company,  as amended
                     (filed as Exhibit 3.2 to the Company's  Quarterly Report on
                     Form 10-Q filed August 12, 1997 and incorporated  herein by
                     reference).

       4.1           Specimen Common Stock Certificate  (filed as Exhibit 4.1 to
                     the Company's  Registration Statement on Form S-1 filed May
                     27, 1994 and incorporated herein by reference).

       4.2           Certificate of Designation, Preference and Rights of Series
                     A Preferred  Stock  (filed as Exhibit 4.2 to the  Company's
                     Registration  Statement  on Form S-1 filed May 23, 2002 and
                     incorporated herein by reference).

       5.1           Opinion  of  Dechert  as to the  legality  of the shares of
                     common stock being registered (filed herewith).

       10.1          Recapitalization  Agreement,  dated as of March  15,  2002,
                     among  Darling  International  Inc.,  each of the  banks or
                     other lending  institutions which is a signatory thereto or
                     any successor or assignee thereof,  and Credit Lyonnais New
                     York Branch,  individually as a bank and as agent (filed as
                     Annex C to the Company's  Definitive  Proxy Statement filed
                     on April 29, 2002 and incorporated herein by reference).

       10.2          First Amendment to Recapitalization  Agreement, dated as of
                     April 1, 2002,  among Darling  International  Inc., each of
                     the  banks  party to the  Recapitalization  Agreement,  and
                     Credit Lyonnais New York Branch, individually as a bank and
                     as  agent  (filed  as Annex D to the  Company's  Definitive
                     Proxy  Statement  filed on April 29, 2002 and  incorporated
                     herein by reference).

       10.3          Second Amendment to Recapitalization Agreement, dated as of
                     April 29, 2002, among Darling  International  Inc., each of
                     the  banks  party to the  Recapitalization  Agreement,  and
                     Credit Lyonnais New York Branch, individually as a bank and
                     as  agent   (filed  as  Exhibit   10.3  to  the   Company's
                     Registration  Statement  on Form S-1 filed on May 23, 2002,
                     and incorporated herein by reference).

       10.4          Amended and Restated Credit Agreement,  dated as of May 10,
                     2002, among Darling International Inc., Credit Lyonnais New
                     York Branch,  individually as a bank and as agent,  and the
                     other banks and secured  parties  named  therein  (filed as
                     Exhibit  10.4 to the  Company's  Registration  Statement on
                     Form S-1 filed on May 23, 2002, and incorporated  herein by
                     reference).

                                      II-2



       10.5          Registration  Rights  Agreement,  dated as of December  29,
                     1993, between Darling  International Inc. and the signatory
                     holders  identified  therein  (filed as Exhibit 10.3 to the
                     Company's  Registration Statement on Form S-1 filed May 27,
                     1994 and incorporated herein by reference).

       10.6          Registration  Rights  Agreement,  dated as of May 10, 2002,
                     between   Darling   International   Inc.  and  the  holders
                     identified  therein (filed as Exhibit 10.6 to the Company's
                     Registration  Statement  on Form S-1 filed on May 23, 2002,
                     and incorporated herein by reference).

       10.7          Form of Indemnification Agreement (filed as Exhibit 10.7 to
                     the Company's  Registration Statement on Form S-1 filed May
                     27, 1994 and incorporated herein by reference).

       10.8          Form of  Executive  Severance  Agreement  (filed as Exhibit
                     10.6 to the  Company's  Registration  Statement on Form S-1
                     filed May 27, 1994 and incorporated herein by reference).

       10.9          Lease, dated November 30, 1993, between the Company and the
                     Port of Tacoma  (filed  as  Exhibit  10.8 to the  Company's
                     Registration  Statement  on Form S-1 filed May 27, 1994 and
                     incorporated herein by reference).

       10.10         Leases,  dated July 1, 1996,  between  the  Company and the
                     City  and  County  of  San  Francisco  (filed  pursuant  to
                     temporary hardship exemption under cover of Form SE).

       10.11         1993  Flexible  Stock Option Plan (filed as Exhibit 10.2 to
                     the Company's  Registration Statement on Form S-1 filed May
                     27, 1994 and incorporated herein by reference).

       10.12         1994 Employee  Flexible Stock Option Plan (filed as Exhibit
                     2 to the Company's Revised Definitive Proxy Statement filed
                     on April 20, 2001 and incorporated herein by reference).

       10.13         Non-Employee  Directors Stock Option Plan (filed as Exhibit
                     10.13 to the Company's Registration Statement on Form S-1/A
                     filed  on  June  5,  2002,  and   incorporated   herein  by
                     reference).

       10.14         International Swap Dealers Association,  Inc. (ISDA) Master
                     Agreement and Schedule  between Credit Lyonnais and Darling
                     International  Inc.  dated as of June 6,  1997,  related to
                     interest  rate swap  transaction  (filed as Exhibit 10.2 to
                     the  Company's  Quarterly  Report on Form 10-Q filed August
                     12, 1997 and incorporated herein by reference).

       10.15         International Swap Dealers Association,  Inc. (ISDA) Master
                     Agreement and Schedule  between Wells Fargo Bank,  N.A. and
                     Darling  International  Inc.  dated  as of  June  6,  1997,
                     related to interest rate swap transaction (filed as Exhibit
                     10.3 to the Company's  Quarterly  Report on Form 10-Q filed
                     August 12, 1997 and incorporated herein by reference).

       10.16         Confirmation  dated  September 20, 1999 which  supplements,
                     forms part of, and is subject to, the ISDA Master Agreement
                     dated  as of June  6,  1997  between  Credit  Lyonnais  and
                     Darling  International  Inc (filed as Exhibit 10.17B to the
                     Company's  Annual  Report on Form 10-K filed March 31, 2000
                     and incorporated herein by reference).

       10.17         Master Lease Agreement between Navistar Leasing Company and
                     Darling  International  Inc.  dated as of  August  4,  1999
                     (filed as Exhibit 10.18 to the  Company's  Annual Report on
                     Form 10-K filed March 31, 2000 and  incorporated  herein by
                     reference).

       10.18         Consulting  Agreement,  dated  as of May 10,  2002,  by and
                     between  Darling   International   Inc.,  Taura  Flynn  and
                     Associates  LLC,  and Denis J. Taura (filed as Exhibit 10.1
                     to the Company's Quarterly Report on Form 10-Q filed August
                     13, 2002 and incorporated herein by reference).

       10.19         Employment Agreement, dated as of February 3, 2003, between
                     Darling  International Inc. and Randall C. Stuewe (filed as
                     Exhibit 10.1 to the  Company's  Current  Report on Form 8-K
                     filed  February  3,  2003,  and   incorporated   herein  by
                     reference).

                                      II-3



       21.1          Subsidiaries  of the  Registrant  (filed as Exhibit 21.1 to
                     the Company's  Registration  Statement on Form S-1 filed on
                     May 23, 2002, and incorporated herein by reference).

       23.1          Consent of Dechert (included in Exhibit 5.1).

       23.2          Consent of KPMG (filed herewith).

       24.1          Power of Attorney  (included on the signature  page of this
                     registration   statement   and   incorporated   herein   by
                     reference).


Item 17. Undertakings

         (a)      The undersigned registrant hereby undertakes:

         (1)      To file,  during any period in which offers or sales are being
                  made,  a   post-effective   amendment  to  this   registration
                  statement:

                     (i)    To  include  any  prospectus   required  by  Section
                            10(a)(3) of the Securities Act of 1933;

                     (ii)   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  Commission  pursuant  to
                            Rule  424(b) if, in the  aggregate,  the  changes in
                            volume and price represent no more than a 20 percent
                            change in the maximum  aggregate  offering price set
                            forth in the "Calculation of Registration Fee" table
                            in the effective registration statement; and

                     (iii)  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  (1)(i)  and
                            (1)(ii) do not apply if the  registration  statement
                            is on  Form  S-3,  Form  S-8 or  Form  F-3,  and 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   Commission  by  the  registrant
                            pursuant  to Section  13 or 15(d) of the  Securities
                            Exchange  Act  of  1934  that  are  incorporated  by
                            reference in the registration statement.

         (2)      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.

         (3)      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.

         (b) The undersigned  registrant hereby undertakes 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  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  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.

                                      II-4



         (c)  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act 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 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 a 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  if 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 and will be governed by the final  adjudication
of such issue.














                                      II-5



                                   SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in Irving, Texas, on the 30th day of April, 2003.

                                             DARLING INTERNATIONAL INC.

                                             By: /s/ John O. Muse
                                                -------------------------------
                                                John O. Muse
                                                Executive Vice President -
                                                Finance and Administration

                        SIGNATURES AND POWER OF ATTORNEY

         KNOW 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,  as 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  sign  any
registration  statement (or amendment  thereto) for the same offering covered by
the Registration  Statement that is to be effective upon filing pursuant to Rule
462 promulgated under the Securities Act of 1933, and to file the same, with all
exhibits  thereto,  and  other  documents  in  connection  therewith,  with  the
Securities and Exchange  Commission,  granting unto said  attorneys-in-fact  and
agents,  and each of them,  full power and  authority to do and perform each and
every act and thing  requisite and necessary to be done in connection  therewith
and about the  premises,  as fully to all  intents  and  purposes as he might or
could  do  in  person,   hereby   ratifying   and   confirming   all  that  said
attorneys-in-fact  and agents,  or any of them,  or their or his  substitute  or
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/ Randall C. Stuewe
-------------------------    Chairman of the Board and      April 30, 2003
Randall C. Stuewe            Chief Executive Officer

/s/ James A. Ransweiler
-------------------------    President and Chief Operating  April 30, 2003
James A. Ransweiler          Officer (Principal Executive
                             Officer)

/s/ John O. Muse
-------------------------    Executive Vice President -     April 30, 2003
John O. Muse                 Finance and Administration
                             (Principal Financing and
                             Accounting Officer)

/s/ O. Thomas Albrecht
-------------------------    Director                       April 30, 2003
O. Thomas Albrecht

/s/ Fredric J. Klink
-------------------------    Director                       April 30, 2003
Fredric J. Klink

/s/ Charles Macaluso
-------------------------    Director                       April 30, 2003
Charles Macaluso

/s/ Richard A. Peterson
-------------------------    Director                       April 30, 2003
Richard A. Peterson

/s/ Denis J. Taura
-------------------------    Director                       April 30, 2003
Denis J. Taura


                                      II-6



                                 EXHIBIT INDEX

    Exhibit No.      Document
    -----------      --------

        3.1          Restated  Certificate of Incorporation  of the Company,  as
                     amended (filed as Exhibit 3.1 to the Company's Registration
                     Statement  on Form S-1 filed May 23, 2002 and  incorporated
                     herein by reference).

        3.2          Amended  and  Restated  Bylaws of the  Company,  as amended
                     (filed as Exhibit 3.2 to the Company's  Quarterly Report on
                     Form 10-Q filed August 12, 1997 and incorporated  herein by
                     reference).

        4.1          Specimen Common Stock Certificate  (filed as Exhibit 4.1 to
                     the Company's  Registration Statement on Form S-1 filed May
                     27, 1994 and incorporated herein by reference).

        4.2          Certificate of Designation, Preference and Rights of Series
                     A Preferred  Stock  (filed as Exhibit 4.2 to the  Company's
                     Registration  Statement  on Form S-1 filed May 23, 2002 and
                     incorporated herein by reference).

        5.1          Opinion  of  Dechert  as to the  legality  of the shares of
                     common stock being registered (filed herewith).

        10.1         Recapitalization  Agreement,  dated as of March  15,  2002,
                     among  Darling  International  Inc.,  each of the  banks or
                     other lending  institutions which is a signatory thereto or
                     any successor or assignee thereof,  and Credit Lyonnais New
                     York Branch,  individually as a bank and as agent (filed as
                     Annex C to the Company's  Definitive  Proxy Statement filed
                     on April 29, 2002 and incorporated herein by reference).

        10.2         First Amendment to Recapitalization  Agreement, dated as of
                     April 1, 2002,  among Darling  International  Inc., each of
                     the  banks  party to the  Recapitalization  Agreement,  and
                     Credit Lyonnais New York Branch, individually as a bank and
                     as  agent  (filed  as Annex D to the  Company's  Definitive
                     Proxy  Statement  filed on April 29, 2002 and  incorporated
                     herein by reference).

        10.3         Second Amendment to Recapitalization Agreement, dated as of
                     April 29, 2002, among Darling  International  Inc., each of
                     the  banks  party to the  Recapitalization  Agreement,  and
                     Credit Lyonnais New York Branch, individually as a bank and
                     as  agent   (filed  as  Exhibit   10.3  to  the   Company's
                     Registration  Statement  on Form S-1 filed on May 23, 2002,
                     and incorporated herein by reference).

        10.4         Amended and Restated Credit Agreement,  dated as of May 10,
                     2002, among Darling International Inc., Credit Lyonnais New
                     York Branch,  individually as a bank and as agent,  and the
                     other banks and secured  parties  named  therein  (filed as
                     Exhibit  10.4 to the  Company's  Registration  Statement on
                     Form S-1 filed on May 23, 2002, and incorporated  herein by
                     reference).

        10.5         Registration  Rights  Agreement,  dated as of December  29,
                     1993, between Darling  International Inc. and the signatory
                     holders  identified  therein  (filed as Exhibit 10.3 to the
                     Company's  Registration Statement on Form S-1 filed May 27,
                     1994 and incorporated herein by reference).

        10.6         Registration  Rights  Agreement,  dated as of May 10, 2002,
                     between   Darling   International   Inc.  and  the  holders
                     identified  therein (filed as Exhibit 10.6 to the Company's
                     Registration  Statement  on Form S-1 filed on May 23, 2002,
                     and incorporated herein by reference).

        10.7         Form of Indemnification Agreement (filed as Exhibit 10.7 to
                     the Company's  Registration Statement on Form S-1 filed May
                     27, 1994 and incorporated herein by reference).



        10.8         Form of  Executive  Severance  Agreement  (filed as Exhibit
                     10.6 to the  Company's  Registration  Statement on Form S-1
                     filed May 27, 1994 and incorporated herein by reference).

        10.9         Lease, dated November 30, 1993, between the Company and the
                     Port of Tacoma  (filed  as  Exhibit  10.8 to the  Company's
                     Registration  Statement  on Form S-1 filed May 27, 1994 and
                     incorporated herein by reference).

        10.10        Leases,  dated July 1, 1996,  between  the  Company and the
                     City  and  County  of  San  Francisco  (filed  pursuant  to
                     temporary hardship exemption under cover of Form SE).

        10.11        1993  Flexible  Stock Option Plan (filed as Exhibit 10.2 to
                     the Company's  Registration Statement on Form S-1 filed May
                     27, 1994 and incorporated herein by reference).

        10.12        1994 Employee  Flexible Stock Option Plan (filed as Exhibit
                     2 to the Company's Revised Definitive Proxy Statement filed
                     on April 20, 2001 and incorporated herein by reference).

        10.13        Non-Employee  Directors Stock Option Plan (filed as Exhibit
                     10.13 to the Company's Registration Statement on Form S-1/A
                     filed  on  June  5,  2002,  and   incorporated   herein  by
                     reference).

        10.14        International Swap Dealers Association,  Inc. (ISDA) Master
                     Agreement and Schedule  between Credit Lyonnais and Darling
                     International  Inc.  dated as of June 6,  1997,  related to
                     interest  rate swap  transaction  (filed as Exhibit 10.2 to
                     the  Company's  Quarterly  Report on Form 10-Q filed August
                     12, 1997 and incorporated herein by reference).

        10.15        International Swap Dealers Association,  Inc. (ISDA) Master
                     Agreement and Schedule  between Wells Fargo Bank,  N.A. and
                     Darling  International  Inc.  dated  as of  June  6,  1997,
                     related to interest rate swap transaction (filed as Exhibit
                     10.3 to the Company's  Quarterly  Report on Form 10-Q filed
                     August 12, 1997 and incorporated herein by reference).

        10.16        Confirmation  dated  September 20, 1999 which  supplements,
                     forms part of, and is subject to, the ISDA Master Agreement
                     dated  as of June  6,  1997  between  Credit  Lyonnais  and
                     Darling  International  Inc (filed as Exhibit 10.17B to the
                     Company's  Annual  Report on Form 10-K filed March 31, 2000
                     and incorporated herein by reference).

        10.17        Master Lease Agreement between Navistar Leasing Company and
                     Darling  International  Inc.  dated as of  August  4,  1999
                     (filed as Exhibit 10.18 to the  Company's  Annual Report on
                     Form 10-K filed March 31, 2000 and  incorporated  herein by
                     reference).

        10.18        Consulting  Agreement,  dated  as of May 10,  2002,  by and
                     between  Darling   International   Inc.,  Taura  Flynn  and
                     Associates  LLC,  and Denis J. Taura (filed as Exhibit 10.1
                     to the Company's Quarterly Report on Form 10-Q filed August
                     13, 2002 and incorporated herein by reference).

        10.19        Employment Agreement, dated as of February 3, 2003, between
                     Darling  International Inc. and Randall C. Stuewe (filed as
                     Exhibit 10.1 to the  Company's  Current  Report on Form 8-K
                     filed  February  3,  2003,  and   incorporated   herein  by
                     reference).

        21.1         Subsidiaries  of the  Registrant  (filed as Exhibit 21.1 to
                     the Company's  Registration  Statement on Form S-1 filed on
                     May 23, 2002, and incorporated herein by reference).

        23.1         Consent of Dechert (included in Exhibit 5.1).

        23.2         Consent of KPMG (filed herewith).

        24.1         Power of Attorney  (included on the signature  page of this
                     registration   statement   and   incorporated   herein   by
                     reference).