EXHIBIT 10.26


          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
Horst O. Sieben (the "Optionee").

          WHEREAS, the Corporation and the Optionee entered into
that certain Non-Qualified Stock Option Agreement dated September
29, 1994 (the "Agreement"); and

          WHEREAS, the Corporation and the Optionee mutually
desire to amend the Agreement; and

          WHEREAS, in connection with his agreement to become an
employee of the Corporation, the Optionee received a letter dated
September 28, 1994 (the "Letter") from the Chairman, President
and Chief Executive Officer of the Corporation setting forth
certain provisions with respect to certain stock option grants to
be made to the Optionee; and

          WHEREAS, certain provisions of the Agreement are in
conflict with certain provisions of the Letter and it is the
intent of the parties hereto that the Letter and the Agreement be
consistent; and

          WHEREAS, the purpose of this Amendment is to
incorporate certain provisions from the Letter into the Agreement
so that the inconsistency between the Letter and the Agreement
can be corrected; and

          WHEREAS, the Board of Directors 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 3.  Section 3 of the Agreement is
                    amended by adding the following new
                    subsections (d) and (e):

                    (d)  If a Change of Control Event occurs, the
                         Option shall vest on the date of such
                         event provided the Optionee is an
                         employee of the Corporation on such date
                         (consistent with Section 7(c) of this
                         Agreement).

                    (e)  Notwithstanding the foregoing, the
                         Option, to the extent it has not been
                         previously exercised, shall be cancelled
                         in the event of a material breach by the
                         Optionee of Section 6 of that certain
                         Transition Employment Agreement dated
                         November 1, 1994 between the Corporation
                         and the Optionee prior to the occurrence
                         of a Change of Control Event if such
                         breach causes financial injury to the
                         Corporation.

               (b)  Section 7(b).  The Agreement is amended by
               deleting Section 7(b) 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
                    Optionas 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.

               (c)  Section 7(d).  Section 7(d) of the Agreement
                    is amended by deleting it 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: (R. Randolph Devening)      
                                  R. Randolph Devening, Chairman,
                                  President and Chief Executive
                                  Officer


                               (Horst O. Sieben)               
                               Horst O. Sieben