EXHIBIT 4.7







                    FOODBRANDS AMERICA, INC., as Issuer

                                    and

                    the GUARANTORS as identified herein

                                    and

                FIRST FIDELITY BANK, NATIONAL ASSOCIATION,
                                as Trustee


                       THIRD SUPPLEMENTAL INDENTURE

                       Dated as of December 11, 1995



                               $110,000,000

      9 3/4% Senior Subordinated Redeemable Securities due 2000











<PAGE>
                             TABLE OF CONTENTS

                                                             Page

                                 SECTION I

                          GUARANTEE OF SECURITIES

Section 1.01.  Addition of Subsidiary Guarantors . . . . . . . .2
Section 1.02.  Opinion of Counsel and Officer's Certificate. . .2


                                SECTION II

                         MISCELLANEOUS PROVISIONS

Section 2.1.    Terms Defined . . . . . . . . . . . . . . . .   2
Section 2.2.    Indenture . . . . . . . . . . . . . . . . . .   2
Section 2.3.    Governing Law . . . . . . . . . . . . . . . .   2
Section 2.4.    Successors  . . . . . . . . . . . . . . . . .   3
Section 2.5.    Multiple Counterparts . . . . . . . . . . . .   3
Section 2.6.    Effectiveness . . . . . . . . . . . . . . . .   3
Section 2.7.    Recitals  . . . . . . . . . . . . . . . . . .   3
Section 2.8.    Notices . . . . . . . . . . . . . . . . . . .   3





Note:     This Table of Contents shall not, for any
          purpose, be deemed to be a part of the Third
          Supplemental Indenture.


<PAGE>
          THIRD SUPPLEMENTAL INDENTURE, dated as of December 11,
1995, by FOODBRANDS AMERICA, INC., a corporation incorporated
under the laws of the State of Delaware (the "Company"), and
RKR-GP, INC., a Delaware corporation, KPR HOLDINGS, L.P.,  a
Delaware limited partnership, DOSKOCIL FOOD SERVICE COMPANY,
L.L.C., an Oklahoma limited liability company, FBAI INVESTMENTS
CORPORATION, an Oklahoma corporation, and BRENNAN PACKING CO.,
INC., a Delaware corporation (individually each a "Guarantor" and
collectively the "Guarantors"), and FIRST FIDELITY BANK, NATIONAL
ASSOCIATION, a national banking association, as trustee the
"Trustee").

          WHEREAS, the Company previously executed and delivered
an Indenture dated as of April 28, 1993 providing for the
issuance initially of $110,000,000 aggregate principal amount of
the Company's 9 3/4% Senior Subordinated Redeemable Securities
due 2000 (the "Securities"); and 

          WHEREAS, there have been issued and are now outstanding
under the Indenture, Securities in the aggregate principal amount
of $110,000,000; and 

     WHEREAS, Doskocil Specialty Brands Company, (formerly known
as International Multifoods Foodservice Corp.), a Delaware
corporation, Continental Deli Foods, Inc., (formerly known as
Wilson Foods Corporation and successor in interest to
Stoppenbach, Inc.), a Delaware corporation and Wilson Certified
Express, Inc., a Delaware corporation, were made party to the
Indenture dated as of April 28, 1993 by the First Supplemental
Indenture dated as of June 1, 1994; and

     WHEREAS, pursuant to the Second Supplemental Indenture dated
as of May 16, 1995, the Company as the successor in interest to
Doskocil Companies Incorporated ("Doskocil") expressly assumed
all obligations of Doskocil under the April 28, 1993 Indenture
(the above referenced Indenture and each Supplemental Indenture
are collectively referred to herein as the "Indenture"); and

          WHEREAS, the Company is entering into that certain
Credit Agreement to be dated as of December 11, 1995 with the
lenders as identified therein ("Lenders"), Chemical Bank, a New
York banking corporation as syndications agent, documentation
agent and administrative agent for the Lenders, and as issuing
lender, and Citibank, N.A., as managing agent, for $320,000,000
(the "Credit Agreement"), whereby the Restricted Subsidiaries
identified herein as the Guarantors will guarantee the
obligations of the Company under the Credit Agreement; and 

     WHEREAS, pursuant to and as contemplated by Section 4.17(a)
and Article Twelve of the Indenture, each of the Guarantors
desires by this Third Supplemental Indenture to subject itself to
the provisions of the Indenture as a Guarantor; and 

          WHEREAS, the execution and delivery of this Third
Supplemental Indenture has been authorized by a resolution of the
Board of Directors of the Company and each of the Guarantors; and 

          WHEREAS, all conditions and requirements necessary to
make this Third Supplemental Indenture a valid and binding
instrument in accordance with its terms have been performed and
the execution and delivery of this agreement have been in all
respects duly authorized; 

          THEREFORE, in consideration of the above premises, each
party agrees, for the benefit of the other and for the equal and
ratable benefit of the holders of the Securities as follows: 

                                 SECTION I

                          GUARANTEE OF SECURITIES

     Section 1.01.  Addition of Subsidiary Guarantors.  In
accordance with Article 12.03 of the Indenture, the undersigned
Guarantors guarantee the Indenture, thereby subjecting themselves
to all terms of the Indenture as a Guarantor, as evidenced by
execution and delivery of this Third Supplemental Indenture to
the Trustee.

     Section 1.02.  Opinion of Counsel and Officer's Certificate. 
This Third Supplemental Indenture shall be accompanied by an
opinion of counsel, McAfee & Taft A Professional Corporation, and
an officer's certificate to the effect that the Third
Supplemental Indenture has been duly authorized and executed, and
constitutes the legal, valid, binding and enforceable obligation
of the Company and the Subsidiary Guarantors.



                                SECTION II

                         MISCELLANEOUS PROVISIONS

     Section 2.1.   Terms Defined.  For all purposes of this
Third Supplemental Indenture, except as otherwise defined or
unless the context otherwise requires, terms used in capitalized
form in this Third Supplemental Indenture and defined in the
Indenture have the meanings specified in the Indenture.

     Section 2.2.   Indenture.  Except as amended hereby, the
Indenture and the Securities are in all respects ratified and
confirmed and all terms thereof shall remain in full force and
effect.

     Section 2.3.  Governing Law.  This Third Supplemental
Indenture shall be governed by and construed in accordance with
the laws of the State of New York, without regard to the
conflicts of laws rules existing there.

     Section 2.4.   Successors.  All agreements of the Company,
each of the Guarantors, and the Trustee in this Third
Supplemental Indenture and the Securities shall bind their
respective successors.

     Section 2.5.   Multiple Counterparts.  The parties may sign
multiple counterparts of this Third Supplemental Indenture. Each
signed counterpart shall be deemed an original, but all of them
together represent the same agreement.

     Section 2.6.   Effectiveness.  The provisions of this Third
Supplemental Indenture will take effect immediately upon its
execution and delivery by the Trustee, the Company, and each of
the Guarantors.

     Section 2.7.   Recitals.  The recitals of fact contained
here shall be taken as the statements of the Company and the
Guarantors, and the Trustee assumes no responsibility for the
correctness of the same. The Trustee makes no representations as
to the validity or adequacy of this Third Supplemental Indenture
or its due execution by the Company and the Guarantors.

     Section 2.8.   Notices.  Any notices or communication to the
Guarantors shall be given pursuant to Section 11.02 of the
Indenture, addressed as follows: 

          If to any Guarantor to: 

          [Insert Guarantor's Name]
          1601 N.W. Expressway, Suite 1700
          Oklahoma City, Oklahoma 73118
          Attention:  Bryant P. Bynum

     With a copy to:

          McAfee & Taft A Professional Corporation
          Tenth Floor
          Two Leadership Square
          Oklahoma City, Oklahoma 73102
          Attention:  Brice E. Tarzwell


                             FOODBRANDS AMERICA, INC., a Delaware
                             corporation



                             By:  /s/ Bryant P. Bynum           
                                  _______________________________
                                  Bryant P. Bynum, Vice President


                             RKR-GP, INC., a Delaware corporation



                             By:  /s/ Bryant P. Bynum 
                                  _______________________________
                                  Bryant P. Bynum, Vice President



                             KPR HOLDINGS, L.P.,  a Delaware
                             limited partnership

                             By:  RKR-GP, a Delaware corporation,
                                  its general partner



                                  By:  /s/ Bryant P. Bynum      
                                       _________________________
                                       Bryant P. Bynum,
                                       Vice President


                             DOSKOCIL FOOD SERVICE COMPANY,
                             L.L.C., an Oklahoma limited
                             liability company

                             By:  RKR-GP, a Delaware corporation,
                                  its Manager



                                 By:  /s/ Bryant P. Bynum      
                                      _________________________
                                      Bryant P. Bynum,
                                      Vice President

                             FBAI INVESTMENTS CORPORATION, an
                             Oklahoma corporation



                             By:  /s/ Bryant P. Bynum           
                                  _______________________________
                                  Bryant P. Bynum, Vice President


                             BRENNAN PACKING CO., INC., a
                             Delaware corporation



                             By:  /s/ Bryant P. Bynum 
                                  _______________________________
                                  Bryant P. Bynum, Vice President



                             FIRST FIDELITY BANK, NATIONAL
                             ASSOCIATION, as Trustee


                              By:  /s/ George Rayzis             
                                   _______________________
                                   Name: George Rayzis
                                   Title: Vice President