EXHIBIT 10.24


          FIRST AMENDMENT TO NON-QUALIFIED STOCK OPTION AGREEMENT


          This First Amendment to Non-Qualified Stock Option
Agreement dated as of this 15th day of December, 1995 (the
"Amendment") by and between Foodbrands America, Inc., formerly
known as Doskocil Companies Incorporated (the "Corporation"), and
R. Randolph Devening (the "Optionee").

          WHEREAS, the Corporation and the Optionee entered into
that certain Employment Agreement dated as of August 2, 1994 (the
"Employment Agreement"); and

          WHEREAS, Section 3 of the Agreement is consistent with
the terms of the Employment Agreement, but Sections 7(b) and 7(d)
of the Agreement are in conflict with both Section 3 of the
Agreement and the Employment Agreement.

          WHEREAS, the purpose of this Amendment is to delete the
conflicting sections of the Agreement so that the Agreement is
internally consistent and consistent with the Employment
Agreement; and

          WHEREAS, the Board of Directors of the Corporation has
approved this Amendment at a meeting held on December 14, 1995.

          NOW, THEREFORE, in consideration of the foregoing and
the mutual covenants and agreements set forth herein, the
Corporation and the Optionee hereby amend the Agreement as
follows:

          
     1.        The Amendments.  

               (a)  Section 7(b).  Section 7(b) is amended by
deleting it in its entirety and replacing it with the following:

                    (b)  If the Optionee dies (i) on or prior to
               July 31, 1997 or (ii) on or after January 1, 2000
               but before the Option Expiration Date and is
               employed by the Corporation or a Subsidiary of the
               Corporation at the time of death, or if the
               Optionee dies within a period of three months
               following the termination of his or her employment
               (but before the Option Expiration Date), the 
               Option may be exercised, to the extent the
               Optionee was entitled to exercise the Option as of
               the date of his or her death, within a period
               ending on the earlier to occur of (A) the date
               which is one year following the date of death, or
               (B) the Option Expiration Date.  Under such
               circumstances, the Option may be exercised by the
               Beneficiary named by the Optionee in a valid
               Beneficiary designation filed with the Committee,
               as more fully described in Section 12 hereof, and
               if no such Beneficiary designation has been filed
               with the Committee at such time, or if no such
               designated Beneficiary has survived the Optionee,
               then the Option may be exercised by the executor
               or administrator of the estate of the Optionee, or
               by the person or persons who shall have acquired
               the Option directly from the Optionee by bequest
               or inheritance.

               (b)  Section 7(d).  The Agreement is amended by
deleting Section 7(d) in its entirety.

          2.   The Agreement.  The term "Agreement" as used in
the Non-Qualified Stock Option Agreement and in this Amendment
shall hereafter mean the Non-Qualified Stock Option Agreement as
amended by this Amendment.  The Non-Qualified Stock Option
Agreement, as amended hereby, shall continue in full force and
effect in accordance with the terms thereof.

          3.   Governing Law.  This Amendment shall be governed
by and construed in accordance with the laws of the State of
Oklahoma.

          IN WITNESS WHEREOF, the parties have caused this
Amendment to be duly executed on the date first above written.


                                FOODBRANDS AMERICA, INC.



                                By: (Horst O. Sieben)         
                                   Horst O. Sieben, Senior Vice
                                   President and Chief Financial
                                   Officer



                                (R. Randolph Devening)          
                                R. Randolph Devening