UNITED STATES
              SECURITIES AND EXCHANGE COMMISSION
                     WASHINGTON, D.C. 20549

                         FORM 10-K/A
                       Amendment No. 1

__X__  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
       SECURITIES EXCHANGE ACT OF 1934
       For the fiscal year ended December 28, 1996.
_____  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
       SECURITIES EXCHANGE ACT OF 1934
       For the transition period from __________ to __________
                Commission file number 001-11621

          F O O D B R A N D S   A M E R I C A ,   I N C .
      ______________________________________________________
      (Exact name of registrant as specified in its charter)

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

1601 NW Expressway, Suite 1700, Oklahoma City, Oklahoma    73118
_______________________________________________________   _______
     (Address of principal executive offices)          (Zip Code)

Registrant's telephone number, including area code: (405)879-4100

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: 

                                            Name of Each Exchange
         Title of Each Class                 on Which Registered
      _________________________             _____________________
 Common Stock, par value $.01             New York Stock Exchange
10 3/4% Senior Subordinated Notes due 2006
                                          New York Stock Exchange


SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: None

     Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
YES__X__   NO_____

     Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K (Section 229.405 of this
chapter) is not contained herein, and will not be contained, to
the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of
this Form 10-K or any amendment to this Form 10-K. [X]   

     As of March 20, 1997, the aggregate market value of the
voting stock held by non-affiliates of the registrant was
$93,447,470.

     On March 20, 1997, the number of shares outstanding of the
registrant's common stock, $.01 par value, was 12,465,107 shares.

     DOCUMENTS INCORPORATED BY REFERENCE:  The Information
Statement Pursuant to Section 14(f) of the Securities Exchange
Act of 1934 and Rule 14f-1 Thereunder is incorporated herein by
reference into Part III of this Form 10-K.

<PAGE>

                          Part III

Item 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

     The sections titled "Board of Directors and Executive
Officers" and "Compliance with Section 16(a)" of the Information
Statement Pursuant to Section 14(f) of the Securities Exchange
Act of 1934 and Rule 14f-1 Thereunder filed as Annex A to the
Schedule 14D-9 filed with the Securities Exchange Commission on
April 1, 1997 is incorporated herein by reference, the pertinent
pages of which are filed as an exhibit to this Report.


Item 11.  EXECUTIVE COMPENSATION

     The sections titled "Executive Compensation," "Report
of the Compensation Committee of the Board of Directors" and
"Stock Price Performance Graph" of the Information Statement
Pursuant to Section 14(f) of the Securities Exchange Act of 1934
and Rule 14f-1 Thereunder filed as Annex A to the Schedule 14D-9
filed with the Securities Exchange Commission on April 1, 1997 is
incorporated herein by reference, the pertinent pages of which
are filed as an exhibit to this Report.


Item 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
          MANAGEMENT

     The section titled "Security Ownership of Certain
Beneficial Owners and Management" of the Information Statement
Pursuant to Section 14(f) of the Securities Exchange Act of 1934
and Rule 14f-1 Thereunder filed as Annex A to the Schedule 14D-9
filed with the Securities Exchange Commission on April 1, 1997 is
incorporated herein by reference, the pertinent pages of which
are filed as an exhibit to this Report.


Item 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     The section titled "Executive Compensation--Employment,
Termination of Employment, Change-in-Control and Other
Agreements" of the Information Statement Pursuant to Section
14(f) of the Securities Exchange Act of 1934 and Rule 14f-1
Thereunder filed as Annex A to the Schedule 14D-9 filed with the
Securities Exchange Commission on April 1, 1997 is incorporated
herein by reference, the pertinent pages of which are filed as an
exhibit to this Report.



                        Part IV

Item 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON
          FORM 8-K

     (a)  List of Documents filed as part of this Report:

     1.   Financial Statements:
                                                           Page
          Consolidated Balance Sheet at
           December 28, 1996 and December 30, 1995  . . . . F-1

          Consolidated Statement of Operations
           For the Years Ended December 28, 1996, 
           December 30, 1995 and December 31, 1994. . . . . F-2

          Consolidated Statement of Stockholders' Equity
           For the Years Ended December 28, 1996,
           December 30, 1995 and December 31, 1994 . . . .  F-4

          Consolidated Statement of Cash Flows
           For the Years Ended December 28, 1996,
           December 30, 1995 and December 31, 1994 . . . .  F-5

          Notes to Consolidated Financial Statements . . .  F-8

          Report of Independent Accountants. . . . . . . . F-30

          Quarterly Results of Operations (Unaudited). . . F-31

     2.   Financial Statement Schedule:

          Schedule II - Valuation and Qualifying 
           Accounts  . . . . . . . . . . . . . . . . . . . F-32

     3.   Exhibits (numbered in accordance with Item 601
          of Regulation S-K):

Exhibit Number                       Description                 
______________      ____________________________________________

     3.1            Amended and Restated Certificate of
                    Incorporation of Foodbrands America, Inc. as
                    amended 

     3.2            Amended and Restated Bylaws of Foodbrands
                    America, Inc. as amended 

     4.1            Amended and Restated Certificate of
                    Incorporation of Foodbrands America, Inc. as
                    amended (see Exhibit 3.1 above)

     4.2            Amended and Restated Bylaws of Foodbrands
                    America, Inc. as amended (see Exhibit 3.2
                    above)

     4.3            Specimen certificate for Foodbrands America,
                    Inc. Common Stock, par value $.01 per share 

     4.4            Form of Doskocil 9 3/4% Senior Subordinated
                    Redeemable Notes due 2000 

     4.5            Indenture between Doskocil and First Fidelity
                    Bank, National Association, New York, as
                    Trustee 

     4.5a           First Supplemental Indenture between Doskocil
                    and First Fidelity Bank, National
                    Association, New York, as Trustee dated as of
                    June 1, 1994 

     4.5b           Second Supplemental Indenture between
                    Foodbrands and First Fidelity Bank, N.A., New
                    York, as Trustee, dated as of May 16, 1995 

     4.5c           Third Supplemental Indenture between
                    Foodbrands America, Inc. and First Fidelity
                    Bank, N.A., New York, as Trustee, dated as of
                    December 11, 1995

     4.5d           Fourth Supplemental Indenture between
                    Foodbrands America, Inc. and First Fidelity
                    Bank, N.A., New York, as Trustee, dated as of
                    May 15, 1996 
 
     4.6*           Foodbrands America, Inc. 1992 Stock Incentive
                    Plan as amended 

     4.7*           Foodbrands America, Inc. Associate Stock
                    Purchase Plan  

     4.8*           Foodbrands America, Inc. Nonqualified
                    Associate Stock Purchase Plan 

     4.9            Indenture between Foodbrands America, Inc.
                    and its subsidiaries, and The Liberty Bank
                    and Trust Company of Oklahoma City, N.A., as
                    trustee, dated as of May 15, 1996 

     4.10           Form of 10 3/4% Senior Subordinated Notes Due
                    2006 

     10.1           Credit Agreement among Foodbrands America,
                    Inc., the Lender parties hereto, The Chase
                    Manhattan Bank (formerly known as Chemical
                    Bank) and Citibank, N.A., dated as of
                    December 11, 1995 

     10.1a          Amendment No. 1 to Credit Agreement among
                    Foodbrands America, Inc. the Lender parties
                    thereto, The Chase Manhattan Bank (formerly
                    known as Chemical Bank) and Citibank, N.A.
                    dated as of May 13, 1996 

     10.1b          Amendment No. 2 to Credit Agreement among
                    Foodbrands America, Inc., the Lender parties
                    thereto, The Chase Manhattan Bank (formerly
                    known as Chemical Bank) and Citibank, N.A.
                    dated as of January 31, 1997

     10.2           Form of Doskocil 9 3/4% Senior Subordinated
                    Redeemable Notes due 2000 (see Exhibit 4.4
                    above)

     10.3           Indenture between Doskocil and First Fidelity
                    Bank, National Association, New York, as
                    Trustee (see Exhibit 4.5 above) 

     10.3a          First Supplemental Indenture between Doskocil
                    and First Fidelity Bank, National
                    Association, New York, as Trustee dated as of
                    June 1, 1994 (see Exhibit 4.5a above)

     10.3b          Second Supplemental Indenture between
                    Foodbrands and First Fidelity Bank, N.A., New
                    York, as Trustee, dated as of May 16, 1995
                    (see Exhibit 4.5b above)

     10.3c          Third Supplemental Indenture between
                    Foodbrands America, Inc. and First Fidelity
                    Bank, N.A., New York, as Trustee, dated as of
                    December 11, 1995 (see Exhibit 4.5c above)

     10.3d          Fourth Supplemental Indenture between
                    Foodbrands America, Inc. and First Fidelity
                    Bank, N.A., New York, as Trustee, dated as of
                    May 15, 1996 (see Exhibit 4.5d above)

     10.4           Indenture between Foodbrands America, Inc.
                    and its subsidiaries and The Liberty Bank and
                    Trust Company of Oklahoma City, N.A., as
                    trustee, dated as of May 15, 1996 (see
                    Exhibit 4.9 above)

     10.5           Form of 10 3/4% Senior Subordinated Notes due
                    2006 (see Exhibit 4.10 above)

     10.6           Warrant Agreement dated as of October 31,
                    1991, between Doskocil and the signatory
                    banks thereto 

     10.7*          Foodbrands America, Inc. Key Management Cash
                    Incentive Plan 

     10.8*          Employment Agreement dated August 2, 1994,
                    between Doskocil and R. Randolph Devening 

     10.8a*         First Amendment to Employment Agreement dated
                    December 31, 1996, between Foodbrands
                    America, Inc. and R. Randolph Devening

     10.9*          Employment Agreement dated October 9, 1995,
                    between Patrick A. O'Ray and Foodbrands
                    America

     10.10*         Employment Agreement dated December 11, 1995,
                    between Foodbrands America and William E.
                    Rosenthal 

     10.11*         Employment Agreement dated December 11, 1995,
                    between Foodbrands America and Howard S. Katz 

     10.12*         Form of Transition Employment Agreement dated
                    May 30, 1996, between Foodbrands America,
                    Inc. and Thomas G. McCarley, Patrick A.
                    O'Ray, Raymond J. Haefele,  Bryant P. Bynum,
                    William L. Brady, David J. Clapp, and Howard
                    C. Madsen 

     10.13*         Form of Transition Employment Agreement dated
                    on or after December 17, 1991, between
                    Doskocil Companies Incorporated and Horst O.
                    Sieben 

     10.13a*        First Amendment to Transition Employment
                    Agreement dated as of December 15, 1995,
                    between Foodbrands America and Horst O.
                    Sieben

     10.13b*        Form of Amendment to Transition Employment
                    Agreement dated December 31, 1996, between
                    Foodbrands America, Inc. and Horst O. Sieben,
                    Thomas G. McCarley, Patrick A. O'Ray, Raymond
                    J. Haefele, Bryant P. Bynum, William L.
                    Brady, David J. Clapp, and Howard C. Madsen.

     10.14*         Non-Qualified Stock Option Agreement dated
                    September 29, 1994 between Doskocil and R.
                    Randolph Devening 

     10.14a*        First Amendment to Non-Qualified Stock Option
                    Agreement dated as of December 15, 1995,
                    between Foodbrands America and R. Randolph
                    Devening 

     10.15*         Form of Non-Qualified Stock Option Agreement
                    dated June 1, 1996, between Foodbrands
                    America, Inc. and Thomas G. McCarley, Patrick
                    A. O'Ray, Raymond J. Haefele, Bryant P.
                    Bynum, William L. Brady, David J. Clapp,
                    Howard C. Madsen, William E. Rosenthal, and
                    Howard S. Katz 

     10.16*         Form of Non-Qualified Stock Option Agreement
                    dated September 29, 1994, between Foodbrands
                    America, Inc. and Horst O. Sieben 

     10.16a*        First Amendment to Non-Qualified Stock Option
                    Agreement dated as of December 15, 1995,
                    between Foodbrands America and Horst O.
                    Sieben

     10.17*         Separation Pay Plan, dated April 1, 1995 

     10.18*         Deferred Stock Compensation Plan between
                    Foodbrands America and its non-employee
                    Directors 

     10.19*         Form of Indemnification Agreement between
                    Doskocil and its non-employee Directors 

     10.20          Lease Agreement dated April 4, 1992, between
                    Doskocil and Millard Refrigerated Services-
                    Atlanta, as amended 

     10.21          Stock Purchase Agreement by and between
                    Doskocil and JLL dated February 16, 1993 

     10.22          Agreement dated as of March 22, 1993, by and
                    between Joseph Littlejohn and Levy Fund,
                    L.P., The Airlie Group, L.P. and Doskocil 

     10.23          Stockholders Agreement dated as of March 22,
                    1993, by and between the Airlie Group, L.P.
                    and Doskocil 

     10.24          Stock Purchase Agreement between
                    International Multifoods Corporation and
                    Doskocil Companies Incorporated dated as of
                    March 17, 1994 

     10.25          Agreement, Acknowledgement and Waiver between
                    Foodbrands America, Inc. and Joseph
                    Littlejohn & Levy Fund, L.P. dated May 16,
                    1995 

     10.26          Doskocil/Airlie Agreement dated March 7, 1995 

     10.27          Asset Purchase Agreement by and among Thorn
                    Apple Valley, Inc. and Doskocil Companies
                    Incorporated, Wilson Foods Corporation,
                    Concordia Foods Corporation, Dixie Foods
                    Company and Shreveport Foods Company dated
                    April 29, 1995 

     10.27a         First Amendment to Asset Purchase Agreement
                    between Thorn Apple Valley, Inc. and
                    Foodbrands America, Inc., Wilson Foods
                    Corporation, Concordia Foods Corporation,
                    Dixie Foods Company and Shreveport Foods
                    Company dated May 26, 1995 

     10.28          Noncompete Agreement by Foodbrands America,
                    Inc., Wilson Foods Corporation, Concordia
                    Foods Corporation, Dixie Foods Company and
                    Shreveport Foods Company in favor of Thorn
                    Apple Valley, Inc. dated May 30, 1995 

     10.28a         Amended Noncompete Agreement by Foodbrands
                    America, Inc. and Continental Deli Foods,
                    Inc. in favor of Thorn Apple Valley, Inc.
                    dated November 8, 1996 

     10.29          Purchase Agreement by and among KPR Holdings,
                    Inc. and the Shareholders of RKR-GP, Inc. and
                    Foodbrands America, Inc. dated as of November
                    14, 1995 

     10.29a         Letter Agreement between KPR Holdings, Inc.
                    and Foodbrands America, Inc. dated March 24,
                    1997

     10.30          Stock Purchase Agreement by and among TNT
                    Crust, Inc. and the Shareholders of TNT
                    Crust, Inc. and Foodbrands America, Inc.
                    dated as of November 22, 1995 

     10.30a         First Amendment to Stock Purchase Agreement
                    by and among TNT Crust, Inc. and the
                    Shareholders of TNT Crust, Inc. and
                    Foodbrands America, Inc. dated as of December
                    11, 1995 

     10.30b         Second Amendment to Stock Purchase Agreement
                    by and among TNT Crust, Inc. and the
                    Shareholders of TNT Crust, Inc. and
                    Foodbrands America, Inc. dated as of December
                    14, 1995 

     10.30c         Third Amendment to Stock Purchase Agreement
                    by and among the shareholders of TNT Crust,
                    Inc. and Foodbrands America, Inc. dated as of
                    June 1, 1996 

     10.30d         Letter Agreement between Morgan Stanley
                    Capital Partners, III, L.P. and Foodbrands
                    America, Inc. dated March 24, 1997

     10.31          Master Equipment Lease Agreement between
                    NationsBank Leasing Corporation of North
                    Carolina and Foodbrands America, Inc. dated
                    January 31, 1996 

     10.32          Lease Agreement between Bam Corporation and
                    KPR Holdings, L.P. dated December 11, 1995 

     10.33          Lease Agreement with Option to Purchase
                    between Thorn Apple Valley, Inc. and
                    Continental Deli Foods, Inc. dated as of June
                    3, 1996 

     10.34          Master Lease Agreement between BancBoston
                    Leasing, Inc. and Foodbrands America, Inc.
                    dated July 11, 1996 

     10.35*         Form of Stay Bonus Agreement dated December
                    31, 1996, between Foodbrands America, Inc.
                    and Horst O. Sieben, Bryant P. Bynum, William
                    L. Brady, Thomas G. McCarley, Raymond J.
                    Haefele, Howard C. Madsen, Patrick A. O'Ray,
                    William E. Rosenthal, Howard S. Katz, Tony L.
                    Prater, Roger E. LeBreck, and David J. Clapp

     10.36          Agreement and Plan of Merger by and among
                    Foodbrands America, Inc. and IBP, inc. and
                    IBP Sub, Inc. dated March 25, 1997

     11.1           Calculation of Earnings Per Share

     21.1           Subsidiaries of Foodbrands America, Inc.

     23.1           Consent of Independent Accountants

     24.1           Power of Attorney

     27.1           Financial Data Schedule

     99.1           Foodbrands America, Inc. Information
                    Statement Pursuant to Section 14(f) of the
                    Securities Exchange Act of 1934 and Rule
                    14f-1 Thereunder mailed on or about April 1,
                    1997.

___________________________

*  Management contracts and compensatory plans or arrangements
     (b)  Reports on Form 8-K.

          There were no reports on Form 8-K filed during the
          fourth quarter of the fiscal year covered by this
          report.

<PAGE>

                          SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this amendment to be signed
on its behalf by the undersigned, thereunto duly authorized.

                                  FOODBRANDS AMERICA, INC.

                                  By:/s/ William L. Brady        
                                      William L. Brady
                                      Vice President, Controller
                                      and Assistant Corporate
                                      Secretary

Dated: April 24, 1997

<PAGE>
                        INDEX TO EXHIBITS


Exhibit                                     
Number                         Description    
_______                        ___________

 3.1         Amended and Restated Certificate of
             Incorporation of Foodbrands America, Inc. as
             amended (incorporated herein by reference to
             Exhibit 3.1 to Form 10-Q filed on July 26,
             1996)

 3.2         Amended and Restated Bylaws of Foodbrands
             America, Inc. as amended (incorporated herein
             by reference to Exhibit 3.2 to Form 10-Q filed
             on July 26, 1996)

 4.1         Amended and Restated Certificate of
             Incorporation of Foodbrands America, Inc. as
             amended (see Exhibit 3.1 above)

 4.2         Amended and Restated Bylaws of Foodbrands
             America, Inc. as amended (see Exhibit 3.2
             above)

 4.3         Specimen certificate for Foodbrands America,
             Inc. Common Stock, par value $.01 per share
             (incorporated herein by reference to Exhibit
             4.1 to Form 8-B filed on May 17, 1995)

 4.4         Form of Doskocil 9 3/4% Senior Subordinated
             Redeemable Notes due 2000 (incorporated herein
             by reference to Exhibit 4.22 to Amendment No.
             2 to Registration Statement on Form S-1 filed
             April 13, 1993)

 4.5         Indenture between Doskocil and First Fidelity
             Bank, National Association, New York, as
             Trustee (incorporated herein by reference to
             Exhibit 3 to Current Report on Form 8-K, dated
             April 28, 1993, and filed April 30, 1993)

 4.5a        First Supplemental Indenture between Doskocil
             and First Fidelity Bank, National Association,
             New York, as Trustee dated as of June 1, 1994
             (incorporated herein by reference to Exhibit
             4.7 to Annual Report on Form 10-K filed on
             March 7, 1995)

 4.5b        Second Supplemental Indenture between
             Foodbrands and First Fidelity Bank, N.A., New
             York, as Trustee, dated as of May 16, 1995
             (incorporated herein by reference to Exhibit
             4.8 to Form 8-B filed on May 17, 1995)

 4.5c        Third Supplemental Indenture between
             Foodbrands America, Inc. and First Fidelity
             Bank, N.A., New York, as Trustee, dated as of
             December 11, 1995 (incorporated herein by
             reference to Exhibit 4.7 to Annual Report on
             Form 10-K filed on February 26, 1996)

 4.5d        Fourth Supplemental Indenture between
             Foodbrands America, Inc. and First Fidelity
             Bank, N.A., New York, as Trustee, dated as of
             May 15, 1996 (incorporated herein by reference
             to Exhibit 4.18 to Form 10-Q filed on July 26,
             1996)
 
 4.6*        Foodbrands America, Inc. 1992 Stock Incentive
             Plan as amended (incorporated herein by
             reference to Exhibit 4.11 to Form 10-Q filed
             on July 26, 1996)

 4.7*        Foodbrands America, Inc. Associate Stock
             Purchase Plan  (incorporated herein by
             reference to Exhibit 4.14 to Form 10-Q filed
             on July 26, 1996)

 4.8*        Foodbrands America, Inc. Nonqualified
             Associate Stock Purchase Plan (incorporated
             herein by reference to Exhibit 4.15 to Form
             10-Q filed on July 26, 1996)

 4.9         Indenture between Foodbrands America, Inc. and
             its subsidiaries, and The Liberty Bank and
             Trust Company of Oklahoma City, N.A., as
             trustee, dated as of May 15, 1996
             (incorporated herein by reference to Exhibit
             4.16 to Form 10-Q filed on July 26, 1996)

 4.10        Form of 10 3/4% Senior Subordinated Notes Due
             2006 (incorporated herein by reference to
             Exhibit 4.17 to Form 10-Q filed on July 26,
             1996)

 10.1        Credit Agreement among Foodbrands America,
             Inc., the Lender parties hereto, The Chase
             Manhattan Bank (formerly known as Chemical
             Bank) and Citibank, N.A., dated as of December
             11, 1995 (incorporated herein by reference to
             Current Report on Form 8-K dated December 11,
             1995, and filed on December 26, 1995)

 10.1a       Amendment No. 1 to Credit Agreement among
             Foodbrands America, Inc. the Lender parties
             thereto, The Chase Manhattan Bank (formerly
             known as Chemical Bank) and Citibank, N.A.
             dated as of May 13, 1996 (incorporated herein
             by reference to Exhibit 10.52 to Form 10-Q
             filed on July 26, 1996)

 10.1b       Amendment No. 2 to Credit Agreement among
             Foodbrands America, Inc., the Lender parties
             thereto, The Chase Manhattan Bank (formerly
             known as Chemical Bank) and Citibank, N.A.
             dated as of January 31, 1997

 10.2        Form of Doskocil 9 3/4% Senior Subordinated
             Redeemable Notes due 2000 (see Exhibit 4.4
             above)

 10.3        Indenture between Doskocil and First Fidelity
             Bank, National Association, New York, as
             Trustee (see Exhibit 4.5 above) 

 10.3a       First Supplemental Indenture between Doskocil
             and First Fidelity Bank, National Association,
             New York, as Trustee dated as of June 1, 1994
             (see Exhibit 4.5a above)

 10.3b       Second Supplemental Indenture between
             Foodbrands and First Fidelity Bank, N.A., New
             York, as Trustee, dated as of May 16, 1995
             (see Exhibit 4.5b above)

 10.3c       Third Supplemental Indenture between
             Foodbrands America, Inc. and First Fidelity
             Bank, N.A., New York, as Trustee, dated as of
             December 11, 1995 (see Exhibit 4.5c above)

 10.3d       Fourth Supplemental Indenture between
             Foodbrands America, Inc. and First Fidelity
             Bank, N.A., New York, as Trustee, dated as of
             May 15, 1996 (see Exhibit 4.5d above)

 10.4        Indenture between Foodbrands America, Inc. and
             its subsidiaries and The Liberty Bank and
             Trust Company of Oklahoma City, N.A., as
             trustee, dated as of May 15, 1996 (see Exhibit
             4.9 above)

 10.5        Form of 10 3/4% Senior Subordinated Notes due
             2006 (see Exhibit 4.10 above)

 10.6        Warrant Agreement dated as of October 31,
             1991, between Doskocil and the signatory banks
             thereto (incorporated herein by reference to
             Exhibit 4.2 to Annual Report on Form 10-K,
             dated March 12, 1992, and filed on March 13,
             1992)

 10.7*       Foodbrands America, Inc. Key Management Cash
             Incentive Plan (incorporated herein by
             reference to Exhibit 10.11 to Annual Report on
             Form 10-K filed on February 26, 1996)

 10.8*       Employment Agreement dated August 2, 1994,
             between Doskocil and R. Randolph Devening
             (incorporated herein by reference to the
             exhibit filed with the Current Report on Form
             8-K, dated August 15, 1994 and filed on August
             17, 1994)

 10.8a*      First Amendment to Employment Agreement dated
             December 31, 1996, between Foodbrands America,
             Inc. and R. Randolph Devening

 10.9*       Employment Agreement dated October 9, 1995,
             between Patrick A. O'Ray and Foodbrands
             America (incorporated herein by reference to
             Exhibit 10.18 to Annual Report on Form 10-K
             filed on February 26, 1996)

 10.10*      Employment Agreement dated December 11, 1995,
             between Foodbrands America and William E.
             Rosenthal (incorporated herein by reference to
             Exhibit 10.19 to Annual Report on Form 10-K
             filed on February 26, 1996)

 10.11*      Employment Agreement dated December 11, 1995,
             between Foodbrands America and Howard S. Katz
             (incorporated herein by reference to Exhibit
             10.20 to Annual Report on Form 10-K filed on
             February 26, 1996)

 10.12*      Form of Transition Employment Agreement dated
             May 30, 1996, between Foodbrands America, Inc.
             and Thomas G. McCarley, Patrick A. O'Ray,
             Raymond J. Haefele,  Bryant P. Bynum,
             William L. Brady, David J. Clapp, and Howard
             C. Madsen (incorporated herein by reference to
             Exhibit 10.21 to Form 10-Q filed on July 26,
             1996)


 10.13*      Form of Transition Employment Agreement dated
             on or after December 17, 1991, between
             Doskocil Companies Incorporated and Horst O.
             Sieben (incorporated herein by reference to
             Exhibit 10.18 to Amendment No. 3 to
             Registration Statement on Form S-1,
             Registration Statement No. 33-59484, filed on
             April 20, 1993)

 10.13a*     First Amendment to Transition Employment
             Agreement dated as of December 15, 1995,
             between Foodbrands America and Horst O. Sieben
             (incorporated herein by reference to Exhibit
             10.22 to Annual Report on Form 10-K filed on
             February 26, 1996)

 10.13b*     Form of Amendment to Transition Employment
             Agreement dated December 31, 1996, between
             Foodbrands America, Inc. and Horst O. Sieben,
             Thomas G. McCarley, Patrick A. O'Ray, Raymond
             J. Haefele, Bryant P. Bynum, William L. Brady,
             David J. Clapp, and Howard C. Madsen

 10.14*      Non-Qualified Stock Option Agreement dated
             September 29, 1994 between Doskocil and R.
             Randolph Devening (incorporated herein by
             reference to Exhibit 10.21 to Annual Report on
             Form 10-K, dated and filed on March 7, 1995)

 10.14a*     First Amendment to Non-Qualified Stock Option
             Agreement dated as of December 15, 1995,
             between Foodbrands America and R. Randolph
             Devening (incorporated herein by reference to
             Exhibit 10.24 to Annual Report on Form 10-K
             filed on February 26, 1996)

 10.15*      Form of Non-Qualified Stock Option Agreement
             dated June 1, 1996, between Foodbrands
             America, Inc. and Thomas G. McCarley, Patrick
             A. O'Ray, Raymond J. Haefele, Bryant P. Bynum,
             William L. Brady, David J. Clapp, Howard C.
             Madsen, William E. Rosenthal, and Howard S.
             Katz (incorporated herein by reference to
             Exhibit 10.25 to  Form 10-Q, filed on July 26,
             1996)

 10.16*      Form of Non-Qualified Stock Option Agreement
             dated September 29, 1994, between Foodbrands
             America, Inc. and Horst O. Sieben
             (incorporated herein by reference to Exhibit
             10.22 to Annual Report on Form 10-K filed on
             March 7, 1995)

 10.16a*     First Amendment to Non-Qualified Stock Option
             Agreement dated as of December 15, 1995,
             between Foodbrands America and Horst O. Sieben
             (incorporated herein by reference to Exhibit
             10.26 to Annual Report on Form 10-K filed on
             February 26, 1996)

 10.17*      Separation Pay Plan, dated April 1, 1995
             (incorporated herein by reference to Exhibit
             10.25 to Form 8-B filed on May 17, 1995)

 10.18*      Deferred Stock Compensation Plan between
             Foodbrands America and its non-employee
             Directors (incorporated herein by reference to
             Exhibit 10.28 to Annual Report on Form 10-K
             filed on February 26, 1996)

 10.19*      Form of Indemnification Agreement between
             Doskocil and its non-employee Directors
             (incorporated herein by reference to Exhibit
             10.42 to Amendment No. 1 to Registration
             Statement on Form S-1 dated March 24, 1993)

 10.20       Lease Agreement dated April 4, 1992, between
             Doskocil and Millard Refrigerated Services-
             Atlanta, as amended (incorporated herein by
             reference to Exhibit 10.27 to Registration
             Statement on Form S-1 dated August 28, 1992)

 10.21       Stock Purchase Agreement by and between
             Doskocil and JLL dated February 16, 1993
             (incorporated herein by reference to Exhibit 1
             to Current Report on Form 8-K dated February
             18, 1993 and Filed on February 19, 1993)

 10.22       Agreement dated as of March 22, 1993, by and
             between Joseph Littlejohn and Levy Fund, L.P.,
             The Airlie Group, L.P. and Doskocil
             (incorporated herein by reference to Exhibit
             10.43 to Amendment No. 1 to Registration
             Statement on Form S-1 dated March 24, 1993)

 10.23       Stockholders Agreement dated as of March 22,
             1993, by and between the Airlie Group, L.P.
             and Doskocil (incorporated herein by reference
             to Exhibit 10.44 to Amendment No. 1 to
             Registration Statement on Form S-1 dated
             March 24, 1993)

 10.24       Stock Purchase Agreement between International
             Multifoods Corporation and Doskocil Companies
             Incorporated dated as of March 17, 1994
             (incorporated herein by reference to Exhibit
             10.36 to Annual Report on Form 10-K filed on
             March 31, 1994)

 10.25       Agreement, Acknowledgement and Waiver between
             Foodbrands America, Inc. and Joseph Littlejohn
             & Levy Fund, L.P. dated May 16, 1995
             (incorporated herein by reference to Exhibit
             10.34 to Form 8-B filed on May 17, 1995)

 10.26       Doskocil/Airlie Agreement dated March 7, 1995
             (incorporated herein by reference to Current
             Report on Form 8-K filed on March 7, 1995)

 10.27       Asset Purchase Agreement by and among Thorn
             Apple Valley, Inc. and Doskocil Companies
             Incorporated, Wilson Foods Corporation,
             Concordia Foods Corporation, Dixie Foods
             Company and Shreveport Foods Company dated
             April 29, 1995 (incorporated herein by
             reference to Current Report on Form 8-K filed
             on April 29, 1995)

 10.27a      First Amendment to Asset Purchase Agreement
             between Thorn Apple Valley, Inc. and
             Foodbrands America, Inc., Wilson Foods
             Corporation, Concordia Foods Corporation,
             Dixie Foods Company and Shreveport Foods
             Company dated May 26, 1995 (incorporated
             herein by reference to Current Report on Form
             8-K filed on May 30, 1995)

 10.28       Noncompete Agreement by Foodbrands America,
             Inc., Wilson Foods Corporation, Concordia
             Foods Corporation, Dixie Foods Company and
             Shreveport Foods Company in favor of Thorn
             Apple Valley, Inc. dated May 30, 1995
             (incorporated herein by reference to Form 10-Q
             filed on August 9, 1995)

 10.28a      Amended Noncompete Agreement by Foodbrands
             America, Inc. and Continental Deli Foods, Inc.
             in favor of Thorn Apple Valley, Inc. dated
             November 8, 1996 (incorporated herein by
             reference to Exhibit 10.40 to Form 10-Q filed
             on November 8, 1996)

 10.29       Purchase Agreement by and among KPR Holdings,
             Inc. and the Shareholders of RKR-GP, Inc. and
             Foodbrands America, Inc. dated as of November
             14, 1995 (incorporated herein by reference to
             Current Report on Form 8-K dated December 11,
             1995 and filed on December 26, 1995)

 10.29a      Letter Agreement between KPR Holdings, Inc.
             and Foodbrands America, Inc. dated March 24,
             1997

 10.30       Stock Purchase Agreement by and among TNT
             Crust, Inc. and the Shareholders of TNT Crust,
             Inc. and Foodbrands America, Inc. dated as of
             November 22, 1995 (incorporated herein by
             reference to Current Report on Form 8-K dated
             December 11, 1995 and filed on December 26,
             1995) 

 10.30a      First Amendment to Stock Purchase Agreement by
             and among TNT Crust, Inc. and the Shareholders
             of TNT Crust, Inc. and Foodbrands America,
             Inc. dated as of December 11, 1995
             (incorporated herein by reference to Current
             Report on Form 8-K dated December 11, 1995 and
             filed on December 26, 1995)

 10.30b      Second Amendment to Stock Purchase Agreement
             by and among TNT Crust, Inc. and the
             Shareholders of TNT Crust, Inc. and Foodbrands
             America, Inc. dated as of December 14, 1995
             (incorporated herein by reference to Current
             Report on Form 8-K dated December 11, 1995 and
             filed on December 26, 1995)

 10.30c      Third Amendment to Stock Purchase Agreement by
             and among the shareholders of TNT Crust, Inc.
             and Foodbrands America, Inc. dated as of June
             1, 1996 (incorporated herein by reference to
             Exhibit 10.53 to Form 10-Q filed on July 26,
             1996)

 10.30d      Letter Agreement between Morgan Stanley
             Capital Partners, III, L.P. and Foodbrands
             America, Inc. dated March 24, 1997

 10.31       Master Equipment Lease Agreement between
             NationsBank Leasing Corporation of North
             Carolina and Foodbrands America, Inc. dated
             January 31, 1996 (incorporated herein by
             reference to Exhibit 10.45 to Annual Report on
             Form 10-K filed on February 26, 1996)

 10.32       Lease Agreement between Bam Corporation and
             KPR Holdings, L.P. dated December 11, 1995
             (incorporated herein by reference to Exhibit
             10.46 to Annual Report on Form 10-K filed on
             February 26, 1996)

 10.33       Lease Agreement with Option to Purchase
             between Thorn Apple Valley, Inc. and
             Continental Deli Foods, Inc. dated as of June
             3, 1996 (incorporated herein by reference to
             Exhibit 10.54 to Form 10-Q filed on July 26,
             1996)

 10.34       Master Lease Agreement between BancBoston
             Leasing, Inc. and Foodbrands America, Inc.
             dated July 11, 1996 (incorporated herein by
             reference to Exhibit 10.57 to Form 10-Q filed
             on November 8, 1996)

 10.35       Form of Stay Bonus Agreements dated December
             31, 1996, between Foobrands America, Inc. and
             Horst O. Sieben, Bryant P. Bynum, William L.
             Brady, Thomas G. McCarley, Raymond J. Haefele,
             Howard C. Madsen, Patrick A. O'Ray, William E.
             Rosenthal, Howard S. Katz, Tony L. Prater,
             Roger E. LeBreck, and David J. Clapp

 10.36       Agreement and Plan of Merger by and among
             Foodbrands America, Inc. and IBP, inc., and
             IBP Sub, Inc. dated March 25, 1997

 11.1        Calculation of Earnings Per Share

 21.1        Subsidiaries of Foodbrands America, Inc.

 23.1        Consent of Independent Accountants

 24.1        Power of Attorney

 27.1        Financial Data Schedule

 99.1        Foodbrands America, Inc. Information Statement
             Pursuant to Section 14(f) of the Securities
             Exchange Act of 1934 and Rule 14f-1 Thereunder
             mailed on or about April 1, 1997.

                          
*  Management contracts and compensatory plans or arrangements