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

                        FORM 10-K
                                                                  
  
__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 N.W. 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

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 Proxy Statement for
the Annual Meeting of Stockholders is incorporated herein by
reference into Part III of this Form 10-K.

<PAGE>


                   FOODBRANDS AMERICA, INC.
                  _________________________

                      TABLE OF CONTENTS

                          FORM 10-K

                                                            Page
                            PART I

Item 1.  Business .....................................        1

Item 2.  Properties ...................................        8

Item 3.  Legal Proceedings ............................       10

Item 4.  Submission of Matters to a Vote of Security Holders  11


                            PART II

Item 5.  Market for the Registrant's Common Equity and
         Related Stockholder Matters ..................       11

Item 6.  Selected Financial Data ......................       12

Item 7.  Management's Discussion and Analysis of Financial
         Condition and Results of Operations ..........       14

Item 8.  Financial Statements and Supplementary Data ..       25

Item 9.  Changes in and Disagreements with Accountants on
         Accounting and Financial Disclosure ..........       25


                           PART III

Item 10. Directors and Executive Officers of the
         Registrant ...................................       25

Item 11. Executive Compensation .......................       26

Item 12. Security Ownership of Certain Beneficial Owners
         and Management ...............................       26

Item 13. Certain Relationships and Related Transactions       26


                         PART IV

Item 14. Exhibits, Financial Statement Schedules and
         Reports on Form 8-K ..........................       26



                           - i -

<PAGE>

                               PART I


Item 1.   BUSINESS

     General Development of Business

          The registrant is a Delaware corporation whose
predecessor, Doskocil Companies Incorporated, was originally
incorporated in Delaware in 1964.  In 1995, the registrant
reincorporated in Delaware and changed its name to Foodbrands
America, Inc.  The registrant is referred to herein as
"Foodbrands America" and, collectively with its direct and
indirect subsidiaries, as the "Company."

     On March 25, 1997, Foodbrands America entered into an
Agreement and Plan of Merger (the "Merger Agreement") dated as of
March 25, 1997, with IBP, inc. ("IBP") and IBP Sub, Inc., a
wholly owned subsidiary of IBP (the "Purchaser"), providing for
the acquisition of the Company by IBP.  Pursuant to the Merger
Agreement, and subject to the terms and conditions therein, the
Purchaser will commence a tender offer (the "Tender Offer") for
any and all outstanding shares of common stock, par value $.01
per share, of the Company (the "Common Stock") at a price of
$23.40 per share net to the seller in cash.  Upon consummation of
the Tender Offer, the Merger Agreement contemplates that the
Purchaser will be merged with and into the Company (the
"Merger"), with the Company being the surviving corporation and
becoming a wholly owned subsidiary of IBP.  At the effective time
of the Merger, each outstanding share of Common Stock (other than
shares held by IBP, the Company or their respective subsidiaries
and other than shares the holders of which have validly perfected
their dissenters rights under Delaware law) shall be canceled and
converted into the right to receive $23.40 per share in cash.

     Concurrently with the execution and delivery of the Merger
Agreement, Joseph Littlejohn & Levy, L.P., a Delaware limited
partnership, and Joseph Littlejohn & Levy Fund II, L.P., a
Delaware limited partnership (together, "JLL"), entered into a
Tender Agreement dated as of March 25, 1997 (the "JLL Tender
Agreement") among JLL, IBP and the Purchaser whereby JLL has
agreed to tender all of their shares of Common Stock in the
Tender Offer.  Concurrently with the execution and delivery of
the Merger Agreement, The Airlie Group, L.P., a Delaware limited
partnership ("Airlie"), entered into a Tender Agreement dated as
of March 25, 1997 (the "Airlie Tender Agreement") among Airlie,
IBP and the Purchaser whereby Airlie has agreed to tender a
number of shares which when taken together with the number of
shares of Common Stock (i) beneficially owned by IBP or its
subsidiaries and (ii) which IBP or its affiliates have the right
to acquire from JLL pursuant to the JLL Tender Agreement, would
cause IBP or its affiliates to beneficially own 49.9% of the
aggregate voting power represented by the issued and outstanding
capital stock of the Company.  In addition, each of JLL and
Airlie has granted to the Purchaser an option to purchase such
shares of Common Stock under certain circumstances, and each of
JLL and Airlie has agreed with IBP to vote in favor of the Merger
Agreement, the Merger and the transactions contemplated therein
and to oppose any other acquisition proposal and to vote against
any such acquisition proposal.

     Following the Merger of the Company, the contingent payments
payable as a result of the 1995 acquisitions of KPR Holdings,
L.P. ("KPR") and TNT Crust, Inc. ("TNT") described under
"Management's Discussion and Analysis of Financial Condition and
Results of Operations" will be amended.  The KPR payment due on
April 1, 1997 will be made in cash and an additional payment of
approximately $3.8 million would also be made following the
completion of the Merger.  The contingent payments which can be
earned in 1997 and 1998 could be elected to be taken in cash or
common stock of IBP (at a price of $22.50 per share), at the
option of the sellers.  With regards to the TNT contingent
payments, following the consummation of the Merger the previous
contingent earnout provisions would be deleted and the sellers of
TNT would receive a cash payment of $9.5 million.

          The Company is a leading producer, marketer and
distributor of frozen and refrigerated processed food products to
the foodservice industry (which encompasses all aspects of away-
from-home food preparation).  It targets many of its products to
segments of the foodservice industry which it believes will grow
at rates greater than, and provide profit margins higher than,
those of the foodservice industry in general.  The Company
believes it is one of the nation's leading foodservice suppliers
of meat-based pizza toppings, partially baked and self-rising
pizza crusts, burritos, frozen stuffed pastas, breaded
appetizers, soups, sauces and side dishes, and processed meat
products.  The Company's customers include wholesale foodservice
distributors, multi-unit restaurant chains, food processors,
grocery store delicatessens and warehouse clubs, many of which
are market leaders within their industry sectors.

          Business Strategy.  The Company focuses on adding value
to products targeted to market niches experiencing higher than
industry growth in the foodservice industry through distinct
processes such as developing, formulating, cooking, portioning,
preserving, packaging and distributing. Concentration on market
niches coupled with differentiated food products made available
through an efficient distribution system are key elements to
building future revenue and earnings.  These activities, plus
selective acquisitions of companies operating successfully in
such market niches, are designed to improve the level and
consistency of profitability, thereby increasing shareholder
value.

          The foodservice industry is fragmented with many
companies manufacturing an extensive variety of food products
prepared away-from-home.  The Company strives to distinguish its
products through product quality, solid price/value
relationships, high level of customer service, low production
costs and an ongoing new product development program.  The
Company believes these characteristics are critical to growing
revenue and profits in the away-from-home dining and foodservice
industries.

     Narrative Description of Business

          Marketing.  The Company's products are marketed and
distributed through separate sales and marketing organizations
associated with each of its four operational divisions.  Each
division is structured to focus on different purchasing groups
within the foodservice industry.  Recognizing the unique
requirements of its separate buying sectors, the Company offers
each sector a complete product line designed to meet its specific
needs through a specially trained sales organization.  The
Company markets the products of each division as an integrated
line, offering products at several price points to each buying
sector with the convenience of consolidated delivery of a broad
range of products through its centralized distribution system. 
The Company believes this focused approach gives it a competitive
advantage with its customers, many of whom are limiting the
number of suppliers from whom they purchase.

          Operational Divisions.  The Company's operations are
conducted through distinct legal entities which are grouped into
four operational divisions all operating in one industry segment: 
(i) the Food Service Division, which produces and markets
processed meat products, meat-based pizza toppings, pepperoni and
pizza crusts to restaurant chains, foodservice distributors,
hospitals, school systems, warehouse clubs and others; (ii) the
KPR Foods Division, which produces and markets meat-based pizza
toppings, pepperoni and soups, sauces and side dishes principally
to large chain restaurants; (iii) the Specialty Brands Division,
which produces and markets frozen food products, including ethnic
foods, as well as appetizers, entrees and portioned meats
primarily to the foodservice industry; and (iv) the Deli
Division, which produces and markets processed food products to
grocery store service delicatessens and produces processed meat
products for the Food Service Division.

          Food Service Division.  The Food Service Division
provides approximately 600 products under the brand names of
Doskocil  and Wilson Foodservice , as well as private labels. 
The division is a leader in processed meats, meat-based pizza
toppings and partially baked pizza crusts, and is recognized as
one of the largest suppliers of pepperoni, meat-based pizza
toppings and partially baked pizza crusts in the United States. 
Production plants are based in Kansas and Wisconsin.

          The division markets meat-based pizza toppings,
pepperoni, pizza crusts, ham and sliced meat products through a
broker network and direct sales force to customers who re-market
the products for "food-away-from-home" preparation and
consumption.  Customers include national and regional restaurant
chains, institutional foodservice customers, foodservice
distributors (such as Sysco Corporation and Alliant Foodservice,
Inc.), buying group associations (such as ComSource), warehouse
clubs (such as Sam's Club) and large food processors (such as
Kraft Pizza Company and Schwan's Sales Enterprises, Inc.).

          KPR Foods Division.  KPR is a producer and marketer of
meat-based pizza toppings, pepperoni, and soups, sauces and side
dishes to large chain restaurants in the foodservice industry. 
The division currently offers approximately 180 products under
private labels and operates two production facilities in Texas. 
KPR is also currently involved in a joint venture to manufacture
meat-based pizza toppings and pepperoni in Dublin, Ireland for
sale to pizza operators in Europe, the Middle East, Northern
Africa and Asia.

          The business and its products are focused on a limited
number of national restaurant chain customers that have
centralized buying and product requirements.  As a result, the
division's research and development group is heavily involved in
new and existing customer sales.  

          Specialty Brands Division.  The Specialty Brands
Division holds major market positions in the foodservice ethnic
frozen prepared food categories and appetizers.  The division
offers a wide variety of approximately 660 value-added products
under trademarks that include Fred's , Rotanelli's , Posada  and
Pacific Tortilla Kitchen .  Production plants are in California,
New Mexico, Missouri and New York.

          Specialty Brands sells through brokered sales forces to
major foodservice distributors (such as Sysco Corporation and
Alliant Foodservice, Inc.), to buying group associations (such as
EMCO) and to smaller distributors.  Distributors resell products
to restaurants, hotels and school systems.  Another group of
Specialty Brands' food brokers sells to grocery stores while an
in-house sales force sells to vending operators (such as VSA) and
convenience stores (such as QuickTrip), either direct or through
distributors.  Warehouse clubs and military stores purchase
products through both the division's direct sales force and
brokers.

          Deli Division.  The Deli Division, a leading provider
of deli meats, offers approximately 130 products under the
Wilson's Continental Deli , American Favorite  and Fresh Cuts
labels.  In addition, the division markets pizza crusts produced
by the Food Service Division and ethnic products produced by the
Specialty Brands Division to its customers.  Production plants
are based in Iowa and Missouri.

          The Deli Division markets products primarily to the in-
store service delicatessens located in many supermarkets through
a food broker network.  The Deli Division is a leading provider
of full line deli meat to in-store service delicatessens with a
customer base consisting of national grocery chains (such as
Albertson's, Inc.), national and regional wholesale warehouse
groups (such as Super Valu Stores, Inc., Fleming Companies, Inc.
and Associated Wholesale Grocers, Inc.), regional grocery chains
(such as Hy-Vee Food Stores, Inc.) and independent distributors
to grocery stores (such as CCS Distributors, Inc.).  In addition,
approximately one third of the Deli Division's production volume
is manufactured for the Food Service Division.

          Products.  The Company's principal products are
processed foods developed for sale to niche markets in the
foodservice industry in which the Company sees growth
opportunities.  The Company focuses on providing customers with
quality products for meals away-from-home with minimal "back-of-
the-house" preparation.  The percentage of net sales for each of
the Company's major product lines for the years 1996, 1995 and
1994, respectively, are (i) processed meat - 40.0%, 46.3%, and
50.1%; (ii) meat-based pizza toppings, pepperoni and pizza crust
- 32.3%, 23.3%, and 26.8%; (iii) frozen entrees and vegetables -
22.6%, 29.7%, and 22.0% and (iv) soups and sauces - 5.1% in 1996
and no percentage in prior years as this line of business was
acquired in late 1995.  Management believes the Company is one of
the market leaders in sales to the foodservice industry of meat-
based pizza toppings, pepperoni and pizza crusts, premium hams,
appetizers and frozen pasta and burritos to convenience stores
and warehouse club stores.

          Distribution System.  The Company's products are
transported by independent carriers from its distribution/
customer service centers in Edwardsville, Kansas and Rialto,
California or are shipped directly from the production facility
with a view toward achieving an efficient, cost-effective method
of distribution.  Customer requirements vary from the need for
large quantities of a limited number of products to small
quantities of a number of items, each requiring a different
distribution method.  From the distribution centers, orders can
be filled and delivered in a single shipment regardless of the
variety of products ordered or the location of the manufacturing
facility at which they are produced.  The Company also can
combine the orders of many smaller customers in the same
geographic region.  Management believes this flexible
distribution system allows the Company to provide superior
service to its customers by reducing the time between the
placement of customer orders and delivery of the Company's
products and, by lowering customer shipping costs through the
elimination of higher-cost, fragmented deliveries.

          Government Regulation.  The Company is subject to
various laws and regulations of federal, state and other
government entities, including the United States Department of
Agriculture ("USDA"), the Food and Drug Administration ("FDA")
and the Occupational Safety and Health Administration ("OSHA"). 
All of the Company's food processing plants are inspected by the
USDA or the FDA.  The USDA-inspected plants are required to have
inspectors present during some or all of their operations. 
Management believes that the Company is currently in compliance
in all material respects with all applicable health and safety
laws and regulations.  Management does not believe that the costs
of continued compliance with existing laws and regulations will
have a material adverse effect on the Company's financial
condition.

          As with similar companies, the Company's operations and
properties are also subject to a wide variety of increasingly
complex and stringent federal, state and local laws and
regulations, including those governing the use, storage,
handling, generation, treatment, emission, release, discharge and
disposal of certain materials, substances and wastes, the
remediation of contaminated soil and groundwater, and the health
and safety of employees.  As such, the nature of the Company's
operations exposes it to the risk of claims with respect to
environmental matters.  Based upon its experience to date, the
Company believes that the future cost of compliance with existing
environmental laws and regulations, and liability for known
environmental claims, will not have a material adverse effect on
the Company's business or financial position.  However, future
events, such as changes in existing laws and regulations or their
interpretation, and more vigorous enforcement policies of
regulatory agencies, may give rise to additional expenditures or
liabilities that could be material.

          Seasonality.  Net sales of the Company's products and
income from continuing operations have historically been somewhat
higher in the fourth quarter than in any other quarter of the
year.  However, the Company believes that it is not subject to a
material seasonality of sales.

          Employees.  At December 28, 1996 the Company employed
approximately 3,400 persons, approximately 45% of whom are
covered by collective bargaining agreements.  A new labor
agreement was approved at the Company's Riverside, California
processing facility in January 1997 with no significant cost
increases.  In November 1996, the International Brotherhood of
Teamsters Local 795 lost a certification election at the
Company's Hutchinson, Kansas processing facility.  Current labor
contracts extend through various dates in 1998, 1999 and 2001. 
Substantially all of the Company's employees covered by
collective bargaining agreements are members of the United Food
and Commercial Workers Union (the "UFCW").

          Intellectual Property.  The Company owns or has the
right to use 81 trademarks and 4 patents.  Most of the Company's
trademarks are registered.  The Company produces a number of
products which are marketed under numerous Company-owned
registered and unregistered trademarks, symbols, emblems, logos
and designs, including the following trademarks:  Foodbrands
AmericaTM, Fred's , Posada , Rotanelli's , Pacific Tortilla
KitchenTM, Deli Wrap , Wilson's Continental Deli , Wilson's
Continental Deli LiteTM, American FavoriteTM, Wilson Foodservice,
Butcher Boy , Fresh CutsTM, Poco Posada , Little Juan , Jefferson
MeatsTM, Marquez , Pizza Topper , Mr. NuccioTM,  Doskocil  and
Pizzano .  In addition, certain products are prepared according
to customer specifications and packaged under customer trademarks
and labels.

          Raw Materials.  The Company's primary raw materials are
frozen and fresh meat, flour, tortillas, vegetables, cheese and
other dairy products, sugar, other agricultural products and
vegetable oils.  These raw materials are obtained from a broad
range of external sources.  Other processing materials, such as
seasonings, smoking and curing agents, sausage casings and
packaging materials, are purchased from a number of readily
available sources.  Severe price swings in such raw materials,
and the resultant impact on the prices the Company charges for
its products and the margins it receives, at times have had, and
may in the future have, material adverse effects on the demand
for the Company's products and/or its profits.  The Company
utilizes several techniques for reducing the risk of future raw
material price increases including purchasing and freezing raw
materials during seasonally low periods of the year, negotiating
minimum purchase commitments at set prices and entering into
futures contracts.

          Customers.  The Company has a diverse customer base
located principally in the United States.  Customers include
foodservice distributors, chain restaurants, quick service
restaurants, warehouse clubs, buying cooperatives, grocery
distributors, retail grocery chains, convenience stores and
institutions.  In Fiscal 1996, 10.3% of the Company's sales were
made to PepsiCo Food Systems ("PFS"), a division of PepsiCo,
Inc., which supplies the PepsiCo restaurant businesses.

          Competition.  The Company operates in highly
competitive markets competing with a significant number of
companies of various sizes, including divisions or subsidiaries
of larger companies.  The principal competitive factors in its
markets are price, service, innovative products, and quality. 
Some of the Company's competitors are considerably larger, more
diversified and have correspondingly greater financial and other
resources.

     Financial Information About Industry Segments

          The Company is presently operating in one segment, the
processing and marketing of food products.

CAUTIONARY STATEMENTS RELEVANT TO FORWARD-LOOKING INFORMATION

          The Company and its representatives may from time to
time make written or oral forward-looking statements with respect
to their current views and estimates of future economic
circumstances, industry conditions, the Company performance,
financial results and other matters affecting the Company. 
Although the Company and its representatives believe the
expectations reflected in such forward-looking statements are
reasonable, they give no assurance that such expectations will
prove to have been correct.  These forward-looking statements are
subject to a number of factors and uncertainties which could
cause the Company's actual results and experiences to differ
materially from the anticipated results and expectations
expressed in such forward-looking statements.  The Company wishes
to caution readers not to place undue reliance on any
forward-looking statements, which speak only as of the date made.

          Among the factors that may affect the operating results
of the Company are the following:  (i) fluctuations in the cost
and availability of raw materials; (ii) changes in the
availability and relative costs of labor; (iii) market conditions
for finished products, including increased competition; (iv)
effectiveness of advertising and marketing programs; (v)
development of new technology products and production methods by
competitors;  (vi) the ability of the Company to make effective
acquisitions and to successfully integrate newly acquired
businesses into existing operations;  (vii) risks associated with
being highly leveraged, including cost increases due to rising
interest rates and limitation on use of funds available for
operations;  (viii) loss of key executive officers;  (ix) changes
in regulations and laws, including changes in accounting
standards, environmental laws, and occupational, health and
safety laws; (x) a change of control which limits the utilization
of NOLs currently available;  (xi) the inherent uncertainty
associated with any litigation; and (xii) the effect of, or
changes in, general economic conditions.


Item 2.  PROPERTIES

          The following table sets forth the location,
approximate size and description, and ownership status of each of
the Company's facilities.

                                                         Owned/
Location           Approximate Size and Description      Leased 
________           ________________________________      ______

California:
 Rialto            80,400 square feet distribution       Owned
                   and warehouse facility on 6.0
                   acres

 Riverside         134,300 square feet production        Owned
                   and office facility on 7.3 acres

                   25,700 square feet research and       Leased
                   office facility

Iowa:
 Cherokee          173,900 square feet production        Leased
                   facility on 46 acres

Kansas:
 Edwardsville      120,000 square feet distribution,     Leased
                   warehouse and office facility 

 South Hutchinson  325,600 square feet production,       Owned
                   research, storage and office
                   facilities on 68 acres

Missouri:
 Carthage          77,500 square feet production         Owned/
                   facility on 15.0 acres                Leased

 Concordia         58,500 square feet production         Leased
                   facility on 17.3 acres

 Piedmont          87,575 square feet production         Owned
                   facility and 2,652 square feet
                   power house on 6 acres

New Mexico:
 Albuquerque       32,900 square feet production         Owned
                   facility on 5.8 acres

New York:
 New Rochelle      29,900 square feet production         Owned
                   facility on 1.2 acres

Oklahoma:
 Oklahoma City     33,900 square feet office             Leased
                   facilities

Texas:
 Dallas            126,000 square feet production        Owned
                   facility on 7.1 acres

 Ft. Worth         85,000 square feet production and     Leased
                   office facility on 14.2 acres

Wisconsin:
 Jefferson         345,000 square feet production        Owned
                   facility on 11.4 acres

 Green Bay         36,000 square feet production         Owned
                   facility on 1.3 acres

                   84,500 square feet production         Owned
                   facility on 3.7 acres
_________________________________

The production facility located at Cherokee, Iowa, is subject to
a long-term capital lease recorded as a liability at a net
present value of $0.9 million.  The production facility located
at Concordia, Missouri is subject to a short-term lease with an
option to purchase.  The remaining leased facilities are held
under agreements which provide for fixed annual rental payments. 
All properties owned by the Company as well as leasehold and
subleasehold interests of the Company, with the exception of the
Edwardsville facility, are mortgaged under the Company's credit
agreement with certain financial institutions.  The Company
believes its facilities are in good repair and adequate to meet
the Company's current needs.


Item 3.  LEGAL PROCEEDINGS

          UNITED REFRIGERATED SERVICES, INC. V. WILSON FOODS
CORPORATION, ET AL, Circuit Court of Saline County, Missouri,
Division Four, Case No. C0492-235, filed September 11, 1992;
CONAGRA, INC. V. WILSON FOODS CORPORATION, ET AL, Circuit Court
of Saline County, Missouri, Division Four, Case No. CO493-282,
filed October 28, 1993: United Refrigerated Services, Inc.
("URS") filed suit against Continental Deli Foods, Inc. (formerly
known as Wilson Foods Corporation), a wholly-owned subsidiary of
the Company ("Continental Deli"), the Company (formerly known as
Doskocil Companies Incorporated) and unaffiliated parties Lopez
Foods, Incorporated (formerly known as Normac Foods, Inc.)
("Lopez") and Thompson Builders of Marshall, Inc. ("Thompson") 
claiming property damage as a result of a fire in a warehouse
owned by URS in Marshall, Missouri, in which Continental Deli was
leasing space.  ConAgra, Inc. ("ConAgra") also filed suit against
Continental Deli, the Company, Lopez and Thompson seeking to
recover damages for frozen food that was stored in another part
of the Marshall warehouse at the time of the fire and allegedly
damaged.

          The fire occurred in a part of the URS warehouse being
leased by Continental Deli in which Continental Deli had produced
sausage patties under contract for Lopez until the contract
terminated in September 1991.  Lopez's contractor, Thompson, was
removing Lopez's equipment with a torch when fire broke out and
destroyed a large section of the URS warehouse and its contents.

          On March 19, 1997, all parties to the consolidated
suits reached settlement agreements in principle for all claims,
including cross claims, counter claims and third party claims. 
As a result of the settlement, the Company will not incur any
charge to its financial statements.


Item 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

          During the fourth quarter of the fiscal year covered by
this report, the Company has not solicited by proxy or otherwise
any vote of security holders on any matter.


                              Part II

Item 5.   MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED
          STOCKHOLDER MATTERS

          The Common Stock began trading on the New York Stock
Exchange on February 13, 1996, under the symbol "FDB."  Prior to
that date, the Common Stock traded in the over-the-counter market
under the Nasdaq National Market ("Nasdaq") under the symbol
"FBAI." Approximately 12,465,107 shares of the Common Stock were
outstanding as of March 20, 1997.  The number of holders of
record of Common Stock at March 20, 1997 was approximately 3,420.

          The following table sets forth the range of high and
low closing sale prices (bid prices in the case of Nasdaq) for
the Common Stock for each full quarterly period in Fiscal 1996
and Fiscal 1995, respectively, as reported by the New York Stock
Exchange subsequent to February 13, 1996 and as quoted by Nasdaq 
prior to such date.

                                High           Low  
Fiscal 1996
     First Quarter            $17 7/8        $11 1/2
     Second Quarter           $17 3/8        $12 1/8
     Third Quarter            $13 1/2        $11
     Fourth Quarter           $15            $12

                                High           Low  
Fiscal 1995
     First Quarter            $ 8 1/2        $ 7 1/4
     Second Quarter           $13 1/2        $ 7 5/8
     Third Quarter            $15 5/8        $12 1/2
     Fourth Quarter           $14 3/8        $10

          The Company has not paid any cash dividends on its
Common Stock since the Company's reorganization in 1991.  The
Company does not expect to pay any dividends in the foreseeable
future and intends to continue to retain any such earnings for
the Company's operations.  Additionally, payment of such
dividends is limited by the terms of the Company's 1995 Credit
Agreement (as hereinafter defined under "Management's Discussion
and Analysis of Financial Condition and Results of Operations -
Financial Condition and Liquidity") and the indenture for the
Company's 10 3/4% Senior Subordinated Redeemable Notes due 2006.


Item 6.   SELECTED FINANCIAL DATA

          The following table summarizes selected financial
information and should be read in conjunction with the Financial
Statements and the Notes thereto and the related Management's
Discussion and Analysis of Financial Condition and Results of
Operations contained elsewhere herein.  On May 30, 1995, the
Company sold the assets of its Retail Meat Division (a separate
industry segment).  The historical financial data for the Retail
Meat Division for 1995 has been reported as discontinued
operations and accordingly the historical financial data for all
prior years presented has been restated.

<TABLE>
<CAPTION>
                                    Fiscal Year        Fiscal Year        Fiscal Year        Fiscal Year         Fiscal Year
                                       Ended               Ended             Ended              Ended               Ended  
                                    December 28,       December 30,       December 31,        January 1,          January 2,
                                        1996               1995              1994                1994                1993 
                                    ____________       ____________       ____________       ___________         ___________
                                                             (In thousands, except per share data)
    <S>                               <C>               <C>                <C>                 <C>                 <C>
    Income Statement Data

    Net sales                         $835,175          $634,700           $512,352            $393,270            $365,950 
                                      ========          ========           ========            ========            ========

    Gross profit                      $161,726          $134,715           $102,234            $ 57,482            $ 58,104 
    Total operating expenses           113,230 <F2>       99,612             91,025 <F6>         54,054              49,088
                                      ________          ________           ________            ________            ________

    Operating income                  $ 48,496          $ 35,103           $ 11,209            $  3,428            $  9,016 
                                      ========          ========           ========            ========            ========
    Income (loss) from
     continuing operations            $ 15,918 <F3>     $  9,601           $ (5,195)           $ (4,374)           $    644
                                      ========          ========           ========            ========            ========

    Net income (loss) <F1>            $ 10,867 <F4>     $(34,095) <F5>     $(16,198)<F7>       $(32,019)<F8>       $(26,834)<F9>
                                      ========          ========           ========            ========            ========

    Earnings (loss) per share:
     Income (loss) from
      continuing operations           $   1.28          $   0.77           $  (0.59)           $  (0.59)           $   0.11 
                                      ========          ========           ========            ========            ========
     Net income (loss)                $   0.87          $  (2.73)          $  (1.85)           $  (4.32)           $  (4.63)
                                      ========          ========           ========            ========            ========

    Balance Sheet Data

    Total assets                      $548,526          $532,572           $453,734            $304,560            $255,464 
    Long-term debt                     310,307           305,407            224,260             122,377             134,409 

    Cash Flow Data

    Depreciation                      $ 18,346          $ 11,509           $ 10,508            $  7,806            $  7,525 
    Amortization <F10>                   6,028             4,495              4,123               2,843               2,968 
____________________
<FN>
<F1> Includes income (loss), net of applicable income taxes, from operations of the discontinued Retail Meat Division of $(4.1)
     million, $(8.5) million, $6.8 million, and $(27.5) million in the fiscal years ended December 30, 1995, December 31, 1994, 
     January 1, 1994, and January 2, 1993, respectively.

<F2> Includes a net provision of $0.2 million for restructuring and integration.  (See Note 4 to the Financial Statements.)

<F3> Includes a tax benefit of $6.7 million from the elimination of the deferred tax asset valuation allowance.  (See Note 10 to
     the Financial Statements.)

<F4> Includes an extraordinary loss, net of applicable income tax benefit, of $5.1 million associated with the early
     extinguishment of debt.   (See Note 8 to the Financial Statements).

<F5> Includes the loss on disposal of the Retail Meat Division of $38.5 million and extraordinary loss on early extinguishment
     of debt of $1.0 million.

<F6> Includes a $10.6 million provision for restructuring and integration.  (See Note 4 to the Financial Statements.)

<F7> Includes an extraordinary loss of $2.5 million associated with the early extinguishment of debt.

<F8> Includes the cumulative effect on years prior to fiscal year ended January 1, 1994 for a change in accounting for
     postretirement benefits other than pensions of a noncash charge against earnings of $34.4 million. 

<F9> Includes a $32.0 million provision from a Retail Meat Division plant closing.

<F10> Amortization of intangible assets only.  Does not include amortization of certain other items included in interest expense of
      $1.8 million, $1.2 million, $1.3 million and $0.4 million in the fiscal years ended December 28, 1996, December 30, 1995,
      December 31, 1994 and January 1, 1994, respectively.
</TABLE>

Item 7.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
          CONDITION AND RESULTS OF OPERATIONS

General

          The financial results of the Company's operations in
recent years have been significantly affected by certain events
and accounting changes.  In addition to the items noted in Item
6, Selected Financial Data, the following is a general discussion
of the impact of certain factors on the Company's financial
statements.

          Acquisitions.  On December 11, 1995, the Company
purchased KPR Holdings, L.P. ("KPR") which  produces and markets
custom prepared foods and prepared meat items for multi-unit
restaurant chains.  The purchase price the Company paid was
approximately $102.1 million, including transaction related costs
of the acquisition.  In addition, the Company agreed to certain
contingent payments payable in Common Stock of the Company (at a
price of $13.125 per share) or cash, at the option of the
sellers, aggregating up to approximately $14.3 million, over the
three year period following the acquisition based on the
attainment of specified earnings levels.  In 1996, KPR achieved
the required earnings levels and a payment will be made in either
Common Stock of the Company or cash no later than April 1, 1997,
in the amount of $4.3 million, which is net of $0.4 million paid
during 1996 in connection with the settlement of certain
litigation.  The accrual of the first payment was recorded at
December 28, 1996, as an increase in goodwill, and any subsequent
payments will also increase goodwill.  The acquisition was
accounted for by the purchase method of accounting.  The excess
of the total purchase price over fair value of net assets
acquired of $66.0 million and the realized contingent payments of
$4.7 million has been recognized as goodwill and the balance
remaining at December 28, 1996 is being amortized over the
remaining life of 39 years.

          On December 18, 1995, the Company purchased all the
outstanding stock of TNT Crust, Inc. ("TNT") which produces and
markets partially baked and frozen self-rising crusts for use by
pizza chains, restaurants and frozen pizza manufacturers and
operates as a part of the Food Service Division.  The purchase
price the Company paid was approximately $56.5 million, including
transaction related costs of the acquisition.  In addition, the
Company agreed to a contingent earnout payment payable in Common
Stock of the Company (at a price of $11.54 per share) or cash, at
the option of the sellers, not to exceed $6.5 million, based on
sales growth to certain customers.  As a result of the sales
growth achieved in 1996, $2.9 million of the contingent earnout
payment was earned and recorded as a liability in 1996.  This
accrual increased goodwill and any additional amounts will also
increase goodwill.  The acquisition was accounted for by the
purchase method of accounting.  The excess of the total purchase
price over fair value of net assets acquired of $47.5 million and
the realized contingent earnout payment of $2.9 million has been
recognized as goodwill and the balance remaining at December 28,
1996 is being amortized over the remaining life of 39 years.

          On June 1, 1994, the Company purchased all of the
outstanding stock of International Multifoods Foodservice Corp.,
a division of International Multifoods Corporation, for
approximately $137.7 million, including transaction related costs
of the acquisition.  The business, which has been renamed 
Specialty Brands, Inc., manufactures frozen food products,
including ethnic Mexican and Italian food products, as well as
appetizers, entrees and portioned meats.  The acquisition was
accounted for by the purchase method of accounting.  The excess
of the aggregate purchase price over fair value of net assets
acquired of approximately $68.3 million and trademarks at a fair
value of $9.7 million were recognized as intangible assets and
are being amortized over 40 and 25 years, respectively.

          Discontinued Operations.  On May 30, 1995, the Company
sold the assets of its Retail Meat Division (a separate industry
segment) to Thorn Apple Valley, Inc.  The sales price
approximated $65.8 million in cash payments plus the assumption
of long-term debt of approximately $6.0 million and certain
current liabilities related to the division of approximately $4.5
million.  In connection with the sale, the Company wrote off
approximately $64.3 million of intangible assets and recorded a
net loss on disposition of approximately $38.5 million.  The
results of operations and cash flows of the division have been
reported as discontinued operations and prior years have been
restated to reflect this treatment.  Accordingly, the results of
continuing operations do not include the operations of the Retail
Meat Division.

          Restructuring and Integration.  In December 1994, the
Company announced a restructuring program that resulted in a
$10.6 million charge against operating income in 1994.  The
restructuring program identified specific manufacturing
facilities and operations that related to excess capacity, as
well as duplication of activities after the acquisition of the
Specialty Brands Division.  The charge also included costs
incurred prior to year-end associated with the corporate legal
restructuring to preserve the Company's income tax NOLs and to
change the Company's name to Foodbrands America, Inc.  During
1995, the Company completed most of the program including the
consolidation of production operations and the closing of certain
production and distribution facilities.

          During Fiscal 1996, the Company paid $0.2 million that
was charged against the restructuring reserve and applied $1.0
million of the restructuring reserve to write down the net book
value of certain assets.  After extensive review of several
alternative plans, the Company determined that it would not close
one of its manufacturing facilities that had been contemplated
under the 1994 restructuring program and the estimated cost to
complete another project under the program was reduced.  As a
result, the Company recorded a $2.1 million credit to the
restructuring and integration provision during 1996.

          During Fiscal 1996, the Company established a new
restructuring program consisting of two components.  The first
involved the realignment of the Company's ham production by
moving an existing product line into a new production facility
with a charge of $0.6 million.  The second component involved the
restructuring of the sales, marketing and administrative
activities of the Specialty Brands Division including shifting
the marketing program to an Everyday Low Pricing concept.  The
charge related to the Specialty Brands Division totalled $1.7
million and included severance costs of $0.7 million for
approximately 26 employees and the writedown of certain assets
used in the business.  The total charge for the new restructuring
program of $2.3 million was netted with the $2.1 million credit
from the 1994 restructuring program discussed in the preceding
paragraph.

     Both of the restructuring programs are substantially
completed as of December 28, 1996.

          Income Taxes.  After considering utilization
restrictions, the Company has approximately $97.3 million of net
operating loss carryforwards ("NOLs") which will be available as
follows:  $78.4 million in 1997, $13.3 million in 1998, $5.0
million in 1999 and $0.6 million in 2000.  NOLs not utilized in
the first year that they are available may be carried over and
utilized to reduce taxable income earned in subsequent years,
subject to their expiration provisions.  These carryforwards
expire as follows:  $21.3 million in 1998, $6.0 million in 1999,
$0.9 million in 2000, $4.2 million in 2001 and $64.9 million
during the years 2002 through 2009.  As a result, management
anticipates that the Company's cash income tax liability for the
next three to four years will not be material.

          The amount of the Company's NOLs and the limitation of
their availability are subject to significant uncertainties.  In
addition, a future change in stock ownership could result in the
Company's NOLs being substantially reduced or eliminated.  The
Company has implemented certain stock transfer restrictions which 
reduce this risk of loss.  

          In the second quarter of 1996, the Company eliminated
its valuation allowance of $43.3 million resulting in a net
deferred tax asset at that time of $68.5 million.  Two factors
contributed to the elimination of the valuation allowance.  The
first factor was the acquisitions of KPR and TNT in December
1995.  The results of operations from these two acquisitions
through the end of the second quarter of 1996 exceeded
expectations and enhanced the Company's projections of taxable
income.  The other factor was the debt refinancing which occurred
in May 1996 (see "Financial Condition and Liquidity") which
increased the Company's financial flexibility.  As a result of
these two factors, the Company's projected taxable income
indicates that it is more likely than not that the net deferred
tax benefits will be realized in the future.

          A majority of the deferred tax assets were attributable
to pre-reorganization temporary differences and NOLs, and the tax
benefit from utilizing the pre-reorganization temporary
differences and NOLs was recorded as a reduction of
Reorganization Value and other intangible assets arising from
bankruptcy.  Therefore, the adjustment resulted in the
elimination of the remaining Reorganization Value of $23.0
million and a reduction in intangible assets of $4.2 million.  In
addition, a tax benefit of $6.7 million was recorded resulting
from the elimination of the valuation allowance associated with
post-reorganization temporary differences and NOLs.

Results of Operations

          Comparability of Periods.  Because the acquisitions of
KPR and TNT occurred in mid-December 1995, the financial
statements for the year ended December 30, 1995, do not reflect
the operating results of KPR and TNT for the majority of the
year.  The operating results attributable to KPR and TNT for the
year ended December 28, 1996, include net sales of $157.3
million, gross profit of $31.1 million and operating income of
$21.7 million.  The operating results attributable to KPR and TNT
subsequent to their acquisitions and included in the Company's
results for the year ended December 30, 1995, were net sales of
$7.7 million, gross profit of $1.6 million and operating income
of $1.0 million.  Because of the acquisition of the Specialty
Brands Division on June 1, 1994, the financial statements for the
year ended December 31, 1994, reflect the operating results
attributable to the Specialty Brands Division for the months of
June through December 1994 only.  The operating results
attributable to the Specialty Brands Division for the first five
months of 1995 include net sales of $74.6 million, gross profit
of $22.9 million and operating income of $6.0 million.

          The Fiscal Year Ended December 28, 1996 ("Fiscal 1996")
Compared to the Fiscal Year Ended December 30, 1995 ("Fiscal
1995").  Net sales for Fiscal 1996 of $835.2 million increased
32% over net sales for Fiscal 1995 of $634.7 million.  Of the
$200.5 million increase in net sales, $149.6 million was a result
of the KPR and TNT acquisitions in December 1995.  The remaining
increase was due to sales volume increases primarily in the Food
Service and Deli Divisions and higher product pricing resulting
from increased raw material costs in the Food Service Division.

          Gross profit for Fiscal 1996 of $161.7 million
increased 20%, or $27.0 million, over gross profit for Fiscal
1995 of $134.7 million.  This increase included a $29.5 million
increase due to the addition of KPR and TNT and a $2.1 million
increase in the Deli Division due to sales volume increases. 
These increases were partially offset by reduced margins in the
Specialty Brands Division resulting from a change in product mix
and in the Food Service Division by margin pressures resulting
from abnormally high and erratic raw material costs in the second
and third quarters of 1996, not all of which could be recovered
through increases in selling prices particularly in two fixed
price contracts.  Although raw material prices remained high in
the fourth quarter and are not expected to significantly decrease
during the first half of 1997, margins have improved as raw
material cost swings have declined and the fixed price contracts
have been renegotiated to reduce the impact of changing raw
material costs in 1997.

          Selling expenses for Fiscal 1996 of $77.8 million
increased 12%, or $8.3 million, over Fiscal 1995 selling expenses
of $69.5 million.  The addition of KPR and TNT accounted for $3.8
million of this increase.  The remaining increase was due to (i)
charges incurred at the Specialty Brands Division in 1996
resulting from ineffective promotional programs, which were
eliminated by the Division's new sales management team; (ii)
increased selling and marketing expenditures incurred in response
to competition in the Specialty Brands Division's appetizer and
retail lines; and (iii) increased sales volumes in the Food
Service and Deli Divisions.

          General and administrative expenses increased 14%, or
$3.5 million, from $25.6 million in Fiscal 1995 to $29.1 million
in Fiscal 1996.  Of this increase, $2.3 million resulted from the
KPR and TNT acquisitions and the remainder was due to normal cost
increases offset in part by the reversal of $0.9 million of
accruals associated with asset dispositions which occurred during
Fiscal 1996.

          Amortization of intangibles, a noncash element of
operating expense, increased $1.5 million due to the amortization
of intangibles related to the KPR and TNT purchase offset in part
by a decrease in amortization resulting from the reduction in
intangible assets which occurred in the second quarter of 1996 in
connection with the elimination of the deferred tax asset
valuation allowance.

          Interest, financing and other costs increased $13.8
million primarily as a result of the debt incurred for the KPR
and TNT acquisition.  The increase was also due to the increase
in outstanding indebtedness and increase in interest rates for
the Senior Subordinated Notes as a result of the debt refinancing
(see "Financial Condition and Liquidity" below).

          The Company recorded income tax expense in both Fiscal
1996 and Fiscal 1995 of $7.0 million based on the statutory
(federal and state) tax rate applied to income from continuing
operations after adding back expenses with no tax deductibility. 
The Fiscal 1996 expense was before a $6.7 million benefit
resulting from the elimination of the Company's valuation
allowance associated with its deferred tax assets.

          The Fiscal Year Ended December 30, 1995 ("Fiscal 1995")
Compared to the Fiscal Year Ended December 31, 1994 ("Fiscal
1994").  Net sales for Fiscal 1995 of $634.7 million increased
over net sales for Fiscal 1994 of $512.4 million by $122.3
million, or 24%.  The increase was due to (i) $82.3 million of 
increased sales related to the addition of the Specialty Brands
Division, KPR and TNT and (ii) increased sales volumes in the
Food Service and Deli Divisions.

          Gross profit for Fiscal 1995 of $134.7 million
increased over gross profit for 1994 of $102.2 million by $32.5
million, or 32%.  Of this total increase, $24.5 million resulted
from the acquisitions.  The remaining $8.0 million increase
resulted from improved manufacturing throughput, manufacturing
cost reductions, including those anticipated under the
restructuring/integration program announced in 1994 and changes
in sales mix.  Gross profit as a percentage of sales for Fiscal
1995 and Fiscal 1994 was 21% and 20%, respectively.

          Selling expenses for Fiscal 1995 of $69.5 million
increased 33%, or $17.3 million, over Fiscal 1994 selling
expenses of $52.2 million.  The addition of Specialty Brands, KPR
and TNT accounted for $14.8 million of the increase.  The
remaining increase of $2.5 million related to increased costs
associated with the increased volumes noted above as well as
higher marketing costs in response to increased competition.

          General and administrative expenses increased 6%, or
$1.4 million, from $24.2 million in Fiscal 1994 to $25.6 million
in Fiscal 1995.  The increase resulting from the acquisitions
noted above was $1.7 million.  The offsetting $0.3 million
reduction was attributable to overhead reduction efforts.

          Amortization of intangibles, a noncash element of
operating expense,  increased $0.4 million due to the
amortization of intangibles related to the acquisitions of
Specialty Brands,  KPR and TNT partially offset by the reduction
of amortization of intangibles created by the utilization of net
operating losses which reduced the intangible asset
"Reorganization Value in Excess of Amounts Allocable to
Identifiable Assets."

          Interest, financing and other costs increased $2.7
million because of the debt associated with the acquisitions
partially offset by the reduction in debt associated with the
sale of the Retail Meat Division.  Amortization of debt issue
costs and debt discount included in interest expense for Fiscal
1995 and Fiscal 1994 was $1.2 million and $1.3 million,
respectively.

          Income tax expense for Fiscal 1995 of $7.0 million is
based on the statutory (federal and state) tax rate applied to 
income from continuing operations after adding back expenses with
no tax deductibility.  Income tax expense for Fiscal 1994 of $0.6
million consisted solely of state income taxes.


Discontinued Operations

          Discontinued operations included the net sales and
related expenses associated with the Retail Meat Division's
operations.  Net sales for Fiscal 1995 and 1994 were $72.4
million and $238.3 million, respectively.  Gross profit was $9.1
million and $44.2 million, respectively.  Operating income (loss)
was $(4.8) million and $(3.5) million for each year,
respectively.  Corporate interest expense allocated to the Retail
Meat Division based on net assets employed was $2.0 million and
$4.4 million for each fiscal year, respectively.  Net income
(loss) attributable to the Retail Meat Division after allocated
interest expense was $(4.1) million and $(8.5) million.  The loss
for Fiscal 1995 was net of an income tax benefit of $2.9 million
and no income tax benefit or expense was recognized in Fiscal
1994.

          Amortization of intangible assets included in operating
expense of the Retail Meat Division was $1.6 million and $3.2
million for Fiscal 1995 and 1994, respectively.  


Extraordinary Losses

          During Fiscal 1996, Fiscal 1995 and Fiscal 1994, the
Company incurred an extraordinary loss on early extinguishment of
debt of $5.1 million, $1.0 million and $2.5 million,
respectively.  The loss incurred in Fiscal 1996 was comprised of
the write off of the remaining unamortized deferred loan costs
associated with the Company's 9 3/4% Notes (as defined under
"Financial Condition and Liquidity" below) and premium fees paid
to redeem the 9 3/4% Notes in connection with the issuance of the
Company's 10 3/4% Notes (as defined under "Financial Condition
and Liquidity" below).  The Fiscal 1996 and Fiscal 1995 losses
were net of income tax benefits of $3.6 million and $0.7 million,
respectively.  The Fiscal 1995 and Fiscal 1994 losses related to
the write off of remaining unamortized deferred loan costs
associated with debt extinguished when the Company consummated
new bank financing in connection with the acquisitions of KPR and
TNT in Fiscal 1995 and the Specialty Brands Division in Fiscal
1994.  The loss in Fiscal 1994 included the termination of a
related interest rate swap agreement.

Cash Flows and Capital Expenditures

          Fiscal 1996.  Net cash provided by operating activities
was $20.1 million for Fiscal 1996 compared to $12.8 million in
Fiscal 1995. The increase in cash resulted primarily from the
results of continuing operations after adding back net noncash
items including depreciation and amortization and a decrease in
deferred charges and other assets.  The total increases in cash
for Fiscal 1996 were partially offset by increases in accounts
receivable, inventories, and other current assets, a decrease in
accounts payable and a reduction in accrued liabilities and other
long-term liabilities resulting primarily from payments for
interest and employee benefit programs and by payments related to
the discontinued operations and the restructuring programs.

          Expenditures for additions to property, plant and
equipment were $32.7 million.   The primary source of the funds
for these expenditures was from cash provided by operations with
approximately $6.6 million of the funding being provided from
capital leases.  Approximately $18.6 million of these
expenditures related to expansion of production facilities and
the remainder was for cost savings programs and for replacements
and modifications to existing facilities.  Net cash provided by
other investing activities in Fiscal 1996 was $1.1 million
primarily due to proceeds from the sale of property, plant and
equipment. 

          During Fiscal 1996, the Company paid a $50.0 million
promissory note that was executed as part of the KPR acquisition
by drawing down the remaining balance available under its bank
credit agreement term loan.  The Company also paid $6.3 million
in connection with the early extinguishment of debt and received
a net $3.4 million of cash from other financing sources.

          Fiscal 1995.  Net cash provided by continuing
operations was $25.1 million for Fiscal 1995 compared to $32.5
million in Fiscal 1994.  The operations of the discontinued
Retail Meat Division used $12.3 million of cash in Fiscal 1995. 
Cash of $33.4 million was provided by the results of continuing
operations after adding back noncash items.  Increases of cash
were also provided by increases in accounts payable and accrued
liabilities.  Decreases in cash were due to increases in accounts
receivable, inventories and other assets as well as payments
under the Fiscal 1994 restructuring/integration program.

          The KPR acquisition costs of $101.9 million included
net accounts receivable of $6.8 million, inventory of $6.9
million, investment in foreign joint venture of $2.0 million, 
intangible assets of $65.8 million and property, plant and
equipment of $23.9 million.  The Company also assumed liabilities
of $3.5 million.

          The TNT acquisition costs of $56.4 million included net 
accounts receivable of $1.7 million, inventory of $0.3 million,
other assets of $0.1 million, intangible assets of $47.5 million
and property, plant and equipment of $8.5 million.  The Company
also assumed liabilities of $1.7 million.

          Assets sold with the disposal of the Retail Meat
Division included net accounts receivable of $10.8 million,
inventories of $8.6 million, other current assets of $0.7
million, other assets of $0.2 million and property, plant and
equipment of $22.2 million.  The purchaser also assumed
liabilities of $10.5 million.  Net cash proceeds to the Company
were $65.8 million.  The Company reduced its debt under its term
loan by $58.0 million and used the remainder to pay expenses
related to the sale.

          Expenditures for additions to property, plant and
equipment were $24.3 million for continuing operations and $0.8
million for discontinued operations.  Approximately $6.9 million
of these expenditures related to increased capacity in
production, $6.2 million related to new equipment and fixtures to
accommodate the transfer of production to other facilities
resulting from the integration and restructuring program and the
sale of the Retail Meat Division and the remainder was for
replacements and modifications of existing facilities.  The
source of the funds for these expenditures was from cash provided
by operations.

          Fiscal 1994.  Operating activities provided net cash of
$33.1 million in Fiscal 1994.  The Specialty Brands Division
provided $10.6 million of the total for Fiscal 1994.  The
operations of the discontinued Retail Meat Division provided $0.6
million of cash flow in Fiscal 1994.  The cash provided by the
results of continuing operations after adding back noncash items
of depreciation and amortization,  provisions for restructuring,
integration and plant closings was $20.3 million in Fiscal 1994,
of which $11.8 million was provided by the Specialty Brands
Division.  Additional increases in cash from operating activities
resulted primarily from decreases in accounts receivable,
inventories, deferred charges and other assets and increases in
accounts payable and accrued liabilities offset partially by
increases in other current assets.

          The Company's Specialty Brands Division acquisition
costs of $137.7 million included net accounts receivable of $9.2
million, inventory of $21.8 million, other current assets of $0.4
million, intangible assets of $77.3 million and plant, property
and equipment of $39.5 million.  The Company also assumed
liabilities of $10.5 million.

          Cash expenditures for additions to property, plant and
equipment were approximately $10.1 million for continuing
operations and $4.5 million for discontinued operations during
Fiscal 1994.  Of this total, approximately $5.3 million of these
expenditures were primarily attributable to construction of
additional capacity in ham and sausage production and the
remainder for replacements and modifications to existing
facilities.  The source of the funds for these expenditures was
from cash generated from operations, the receipt of escrowed
funds related to construction in progress and borrowings under
existing credit facilities.

          In October 1994, the Company announced the completion
of a stock rights offering.  The rights offering provided current 
stockholders the ability to purchase 0.68 shares for each share
currently owned.  The offering also provided an over-subscription
privilege for those who exercised more rights.  As a result of
the offering, 4,511,867 rights were exercised at $9.00 per share
for gross proceeds of $40.6 million.  Net proceeds, after
expenses, were $38.6 million.  The Company used $35.0 million of
the proceeds to reduce bank debt.  As a result of the offering,
JLL Associates, L.P. ("JLL") increased its ownership in the
Company to approximately 44.3% from 27.4% at January 1, 1994.


Financial Condition and Liquidity

          On May 15, 1996, Foodbrands America completed an
offering of $120 million Senior Subordinated Notes due 2006 at
par with an interest rate of 10 3/4% (the "10 3/4% Notes").  The
10 3/4%  Notes are unsecured and subordinated in right of payment
to all existing and future senior indebtedness.  The net proceeds
from the offering were used to consummate a tender offer to
repurchase the outstanding 9 3/4% Senior Subordinated Redeemable
Notes due 2000 (the "9 3/4% Notes").

          The Company has a credit agreement consisting of (i) a
term loan A for $45.0 million, (ii) a term loan B for $100.0
million, (iii) an acquisition term loan and (iv) a working
capital revolving facility not to exceed $75.0 million ("the
Credit Agreement").  On December 28, 1996, amounts outstanding
under the Credit Agreement consisted of $138.8 million under term
loans A and B, $56.1 million under the acquisition term loan, and
$15.5 million under the working capital revolving facility.  The
Credit Agreement includes a subfacility for standby and
commercial letters of credit not to exceed $7.0 million.  On
December 28, 1996, there was $3.1 million of standby letters of
credit outstanding under this subfacility.  The Credit Agreement
ranks senior to all existing indebtedness and is collateralized
by essentially all the assets of the Company including accounts
receivable, inventory, general intangibles and mortgaged
properties.

          Simultaneously with the redemption of the 9 3/4% Notes,
the bank credit agreement was amended to extend the maturity of
the $100.0 million term loan B to seven years from four and a
half, thus reducing the quarterly amortization.  Payments
totaling $26.6 million will be required in 1997.  At December 28,
1996, $50.0 million was available for borrowing under the working
capital revolving facility based on current working capital and
amounts outstanding.

          Management believes that cash flow from operations
combined with the borrowing capacity available under the
Company's Credit Agreement will be sufficient to meet the
Company's existing operating and debt service cash requirements
for the foreseeable future.  The Company expects capital
expenditures for 1997 to equal approximately $26.0 million for
general expansion, modification and maintenance of the Company's
facilities, and will be financed by the Company's cash flow and
capital leases.  The Company continually updates its computer
systems.  Any new systems and revisions to existing systems will
be financed by cash flows from operations.

          The Credit Agreement and the 10 3/4% Notes contain
customary covenants associated with similar facilities, including
maintenance of a specific ratio of total debt to EBITDA (as
defined therein), maintenance of a specific ratio of EBITDA to
Fixed Charges (as defined therein), maintenance of a specific
ratio of EBITDA minus capital expenditures to cash interest
expense, a prohibitation on the payment of dividends and
limitations on stock repurchases, and limitations on certain
liens, acquisitions, mergers, consolidations, sale of assets or
incurrence of debt and additional guarantees, etc.  The Company
currently is in compliance with all such covenants.  Obligations
under the Credit Agreement and the 10 3/4% Notes are guaranteed
by substantially all of the Company's direct and indirect
subsidiaries.  There are currently no restrictions on the ability
of the subsidiaries to transfer funds to the Company in the form
of cash dividends, loans or advances.

          The Company's primary raw materials are fresh and
frozen meat, flour, tortillas, vegetables, cheese and other dairy
products, sugar, other agricultural products and vegetable oils. 
Severe price swings in such raw materials, and the resultant
impact on the price the Company charges for its products, at
times have had, and may in the future have, material adverse
effects on the demand for the Company's products and/or its
profits.  The Company utilizes several techniques for reducing
the risk of future raw materials price increases.  These
techniques include purchasing and freezing raw materials during
seasonally low cost periods of the year, negotiating certain
minimum purchase commitments at set prices and periodically
entering into futures contracts.  Such techniques are generally
employed prior to an expected seasonal price increase and in
connection with fixed price sales agreements to hedge the cost of
raw materials for both firm and forecasted sales commitments that
will occur during a seasonal sales peak.

          Futures contracts as described above are accounted for
as hedges.  Accordingly, resulting gains or losses are deferred
and recognized as part of the product cost.  The maximum absolute
dollar value of hedging contracts outstanding during Fiscal 1996,
1995, and 1994 was less than $0.1 million, $3.1 million and $11.8
million, respectively, representing 0%, 0.6% and 2.9% of total
cost of sales for each year.  Total realized loss for Fiscal
1996, 1995 and 1994 from futures trading was less than $0.1
million, $0.3 million and $1.7 million, respectively.  The
Company's fiscal year-end is typically a seasonal low point in
hedging activities and deferred losses as of the end of Fiscal
1996, 1995 and 1994 were each less than $0.1 million.

Impact of Changing Prices and Inflation

          The impact of changing prices on the Company's
operations is primarily a function of the Company's raw material
commodity prices.  These prices are subject to many forces
including those of the marketplace and inflation.  The Company
does not believe that inflation played a major role in either the
cost of raw materials or labor, or the selling price of its
products during Fiscal 1996, Fiscal 1995 or Fiscal 1994.  Like
many food processors, the Company periodically adjusts selling
prices of its products, subject to competitive constraints and
costs of raw materials.


Item 8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

          The Company's consolidated financial statements and 
supplementary information are listed in Item 14 of this Report.


Item 9.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
          ACCOUNTING AND FINANCIAL DISCLOSURE

          None.



                              Part III

Item 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

          The sections titled "Proposal I. Election of
Directors," "Directors," "Directors Whose Terms Expire in 1997,"
"Continuing Directors," "Meetings of Board of Directors and
Committees," "Executive Officers" and "Principal Stockholders" of
the Proxy Statement for the Annual Meeting of Stockholders are
incorporated herein by reference.


Item 11.  EXECUTIVE COMPENSATION

          The sections titled "Compensation of Directors and
Executive Officers," "Report of the Compensation Committee of the
Board of Directors," and "Stock Price Performance Graph" of the
Proxy Statement for the Annual Meeting of Stockholders are
incorporated herein by reference.


Item 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
          MANAGEMENT

          The section titled "Principal Stockholders" of the
Proxy Statement for the Annual Meeting of Stockholders is
incorporated herein by reference.


Item 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

          The section titled "Certain Relationships and Related
Transactions" of the Proxy Statement for the Annual Meeting of
Stockholders is incorporated herein by reference.


                              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

                        
*  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>

<TABLE>
                 FOODBRANDS AMERICA, INC. AND SUBSIDIARIES
                        CONSOLIDATED BALANCE SHEET
              (Dollar amounts in thousands, except par value)
<CAPTION>
                                              December 28,   December 30,
                                                  1996           1995    
                                              ____________   ____________
                               ASSETS       
<S>                                             <C>            <C>
Current assets:
   Cash and cash equivalents                    $ 10,442       $ 18,207
   Receivables                                    46,582         46,166
   Inventories                                    62,960         58,523
   Other current assets                           26,342         10,378
                                                ________       ________
      Total current assets                       146,326        133,274
Property, plant and equipment - net of
  accumulated depreciation and amortization 
  of $56,434 in 1996 and $38,188 in 1995         152,778        139,926
Intangible assets, net of accumulated 
  amortization of $10,623 in 1996 and
  $5,375 in 1995                                 193,390        195,025
Deferred charges and other assets                 56,032         39,036
Reorganization value in excess of amounts
  allocable to identifiable assets, net
  of accumulated amortization of $9,641 
  in 1995                                           -            25,311
                                                ________       ________

                                                $548,526       $532,572
                                                ========       ========

                   LIABILITIES AND STOCKHOLDERS' EQUITY 
Current liabilities:
   Current maturities of long-term debt         $ 28,368       $ 18,341
   Accounts payable                               33,298         36,961
   Accrued liabilities                            47,542         50,294
                                                ________       ________
      Total current liabilities                  109,208        105,596
Long-term debt                                   310,307        305,407
Other long-term liabilities                       73,393         78,340
Commitments and contingencies (Note 14)
Stockholders' equity:
   Preferred stock, 4,000,0000 shares 
     authorized, none issued and outstanding        -              -
   Common stock, $.01 par value, 20,000,000 
     shares authorized, 12,464,080 and 
     12,467,738 shares issued and 
     outstanding, respectively                       125            125
   Capital in excess of par value                151,364        151,248
   Retained earnings (deficit)                   (94,336)      (105,203)
   Minimum pension liability adjustment           (1,535)        (2,941)
                                                ________       ________
      Total stockholders' equity                  55,618         43,229
                                                ________       ________

                                                $548,526       $532,572
                                                ========       ========
<FN>
The accompanying notes are an integral part of the consolidated financial
statements.
</TABLE>
<PAGE>
<TABLE>

                  FOODBRANDS AMERICA, INC. AND SUBSIDIARIES 
                    CONSOLIDATED STATEMENT OF OPERATIONS 
                    (In thousands, except per share data)

<CAPTION>
                                                  Fiscal Year Ended      
                                           ______________________________
                                           Dec. 28,   Dec. 30,   Dec. 31,
                                             1996       1995       1994  
                                           ________   ________   ________
<S>                                        <C>        <C>        <C>
Net sales                                  $835,175   $634,700   $512,352
Cost of sales                               673,449    499,985    410,118
                                           ________   ________   ________
Gross profit                                161,726    134,715    102,234

Operating expenses:
   Selling                                   77,832     69,483     52,165
   General and administrative                29,143     25,634     24,151
   Amortization of intangible assets          6,028      4,495      4,123
   Provision for restructuring and
     integration, net (Note 4)                  227       -        10,586
                                           ________   ________   ________
      Total                                 113,230     99,612     91,025
                                           ________   ________   ________
Operating income                             48,496     35,103     11,209

Other income (expense):
   Interest and financing costs             (31,374)   (17,268)   (15,102)
   Other, net                                  (896)    (1,193)      (702)
                                           ________   ________   ________
      Total                                 (32,270)   (18,461)   (15,804)
                                           ________   ________   ________
Income (loss) from continuing operations
  before income taxes                        16,226     16,642     (4,595)

Income tax provision                            308      7,041        600
                                           ________   ________   ________

Income (loss) from continuing operations     15,918      9,601     (5,195)

Discontinued operations (Notes 3 and 10):
   Loss from operations of the Retail
     Meat Division, net of income tax          -        (4,121)    (8,522)
   Loss on disposal of the Retail Meat 
     Division (plus applicable income tax
     expense of $10,300)                       -       (38,526)      -

Extraordinary loss on early extinguishment
  of debt (less income tax benefit) 
  (Note 8)                                   (5,051)    (1,049)    (2,481)

                                           ________   ________   ________
Net income (loss)                          $ 10,867   $(34,095)  $(16,198)
                                           ========   ========   ========




                                 (continued)
</TABLE>
<PAGE>

<TABLE>
                FOODBRANDS AMERICA, INC. AND SUBSIDIARIES 
                   CONSOLIDATED STATEMENT OF OPERATIONS 
                   (In thousands, except per share data)



<CAPTION>
                                                 Fiscal Year Ended 
                                           ______________________________
                                           Dec. 28,   Dec. 30,   Dec. 31,
                                             1996       1995       1994  
                                           ________   ________   ________
<S>                                        <C>        <C>         <C>                                        
Earnings (loss) per share - 
  primary and fully diluted:
   Income (loss) from continuing
     operations                            $  1.28    $  0.77     $(0.59)

   Loss from discontinued operations           -        (0.33)     (0.98)

   Loss on disposal of discontinued
     operations                                -        (3.09)       -

   Extraordinary loss on early 
     extinguishment of debt                  (0.41)     (0.08)     (0.28)
                                           _______    _______     ______
   Net income (loss)                       $  0.87    $ (2.73)    $(1.85)
                                           =======    =======     ======
Weighted average number of 
 common and common equivalent 
 shares outstanding - primary 
 and fully diluted                          12,471     12,453      8,727




<FN>
The accompanying notes are an integral part of the consolidated financial
statements. 
</TABLE>
<PAGE>

<TABLE>

                   FOODBRANDS AMERICA, INC. AND SUBSIDIARIES 
                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
                                 (In thousands)



<CAPTION>
                                                                          Minimum           
                                 Common Stock   Capital in    Retained    Pension    Unearned
                                ______________   Excess of    Earnings   Liability   Compen-
                                Shares  Amount   Par Value   (Deficit)   Adjustment   sation 
                                ______  ______  __________   _________   __________  ________
<S>                             <C>       <C>    <C>         <C>           <C>       <C>
Balance, January 1, 1994         7,918    $ 79   $112,315    $ (54,910)    $(1,575)  $  (340)

Net Loss                          -        -         -         (16,198)       -         -

Issuance of new shares           4,512      45     38,581         -           -         -

Net activity under Stock
  Incentive Plan                    18     -          150         -           -          340
                                ______    ____   ________    _________     _______   _______
Balance, December 31, 1994      12,448     124    151,046      (71,108)     (1,575)     -   

Net Loss                          -        -         -         (34,095)       -         -

Issuance of new shares              20       1        202         -           -         -

Minimum pension liability
 adjustment, net of deferred 
 tax                              -        -         -            -         (1,366)     -   
                                ______    ____   ________    _________     _______   _______

Balance, December 30, 1995      12,468     125    151,248     (105,203)     (2,941)     -   

Net Income                        -        -         -          10,867        -         -

Issuance of new shares               9     -          116         -           -         -

Cancellation of stock              (13)    -         -            -           -         -

Minimum pension liability
 adjustment, net of deferred
 tax                              -        -         -            -          1,406      -   
                                ______    ____   ________    _________     _______   _______

Balance, December 28, 1996      12,464    $125   $151,364    $ (94,336)    $(1,535)  $  -   
                                ======    ====   ========    =========     =======   =======

<FN>
The accompanying notes are an integral part of the consolidated financial
statements. 

</TABLE>
<PAGE>
<TABLE>
                FOODBRANDS AMERICA, INC. AND SUBSIDIARIES 
                  CONSOLIDATED STATEMENT OF CASH FLOWS
            Increase (Decrease) in Cash and Cash Equivalents
                      (Dollar amounts in thousands)


<CAPTION>
                                                  Fiscal Year Ended
                                          _______________________________
                                          Dec. 28,   Dec. 30,    Dec. 31,
                                            1996       1995        1994  
                                          ________   ________    ________
<S>                                       <C>        <C>         <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Income (loss) from continuing 
   operations                             $ 15,918   $  9,601    $ (5,195)
  Adjustments to reconcile income (loss)
   from continuing operations to net 
   cash provided (used) by continuing
   operating activities: 
    Depreciation and amortization           18,346     11,509      10,508
    Amortization of intangible assets        6,028      4,495       4,123
    Amortization included in interest
     expense                                 1,833      1,195       1,279
    Deferred income taxes                     (306)     6,138        -
    Provision for restructuring and
     integration, net                          227       -         10,586
    Deferred compensation                      778        460        -
    Payments for restructuring/
     integration                            (1,649)    (3,240)     (1,020)
   Changes in:
      Receivables                             (817)    (8,413)        430
      Inventories                           (4,997)    (2,844)      1,713
      Other current assets                  (1,077)      (587)       (354)
      Deferred charges and other assets      1,084       (219)        357
      Accounts payable and accrued
       liabilities                         (12,569)     7,135       9,776
      Other long-term liabilities           (1,144)       (41)        242
    Other                                      113        (51)         22
                                          ________    _______     _______
      Net cash provided by continuing
       operations                           21,768     25,138      32,467
    Net cash provided (used) by 
     discontinued operations including 
     changes in working capital             (1,636)   (12,294)        627
                                          ________    _______     _______
  Net cash provided (used) by operating
   activities                               20,132     12,844      33,094
                                          ________    _______     _______



                                  (Continued)
</TABLE>
<PAGE>

<TABLE>
                FOODBRANDS AMERICA, INC. AND SUBSIDIARIES 
                  CONSOLIDATED STATEMENT OF CASH FLOWS
            Increase (Decrease) in Cash and Cash Equivalents
                    (Dollar amounts in thousands)

<CAPTION>
                                                  Fiscal Year Ended     
                                          ______________________________
                                          Dec. 28,   Dec. 30,   Dec. 31,
                                            1996       1995       1994
                                          ________   ________   ________
<S>                                       <C>        <C>        <C>
CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchase of property, plant
   and equipment                          $(26,094)  $(24,255)  $(10,063)
  Acquisition of KPR Holdings, L.P.           (575)   (51,935)      -
  Acquisition of TNT Crust, Inc.               (91)   (56,379)      -
  Acquisition of International Multifoods
   Foodservice Corp.                          -          -      (137,684)
  Payments received on notes receivable        641        358        672
  Proceeds from sale of property,
   plant and equipment                       1,540        130        436
  Increase in notes receivable                (450)      -          -
  Proceeds from sale of Retail Meat 
   Division                                   -        65,786       -
  Net investing activities of 
   discontinued operations                    -          (838)    (4,557)
                                          ________   ________   ________
  Net cash used by investing activities    (25,029)   (67,133)  (151,196)
                                          ________   ________   ________

CASH FLOWS FROM FINANCING ACTIVITIES:
  Proceeds from debt obligations, net
   of issuance costs                       164,850    147,636    141,154
  Borrowings under revolving working
   capital facility                        222,500     30,000    195,500
  Payments on revolving working capital
   facility                               (216,000)   (21,000)  (203,500)
  Payment on promissory note incurred in
   conjunction with the acquisition of
   KPR Holdings, L.P.                      (50,000)      -          -
  Payments on capital lease and
   debt obligations                       (117,992)  (112,629)   (36,720)
  Payment on early extinguishment of debt   (6,325)      -        (1,088)
  Issuance of common stock                      99        195     38,626
  Net financing activities of 
   discontinued operations                    -          (549)     1,016
                                          ________   ________   ________
  Net cash provided (used) by
   financing activities                     (2,868)    43,653    134,988
                                          ________   ________   ________
Increase (decrease) in cash
  and cash equivalents                      (7,765)   (10,636)    16,886
Cash and cash equivalents at beginning
  of period                                 18,207     28,843     11,957
                                          ________   ________   ________
Cash and cash equivalents at end of
  period                                  $ 10,442   $ 18,207   $ 28,843
                                          ========   ========   ========

                                 (Continued)
</TABLE>
<PAGE>

<TABLE>
               FOODBRANDS AMERICA, INC. AND SUBSIDIARIES 
                  CONSOLIDATED STATEMENT OF CASH FLOWS
           Increase (Decrease) in Cash and Cash Equivalents
                   (Dollar amounts in thousands)

<CAPTION>
                                                  Fiscal Year Ended 
                                          ______________________________
                                          Dec. 28,   Dec. 30,   Dec. 31,
                                            1996       1995       1994
                                          ________   ________   ________
<S>                                       <C>        <C>        <C>
Supplemental disclosure of noncash 
  operating activities:
   Loss on early extinguishment of
     debt                                 $ (2,374)  $ (1,722)  $ (1,393)

Supplemental disclosure of noncash
  investing and financing activities:
   Promissory note issued upon 
     acquisition                          $   -      $ 50,000   $   -
   Capital lease obligations-
      Continuing operations                  6,595         22        550
      Discontinued operations                 -          -         2,853
   Contingent purchase price expected
     to be settled in common stock           7,201       -          -

Supplemental disclosure of cash flow
  information:
   Cash paid during the year for:
      Interest                            $ 32,673   $ 19,944   $ 19,441
      Income taxes                             263        727        442


<FN>
The accompanying notes are an integral part of the consolidated financial
statements. 

</TABLE>
<PAGE>


           FOODBRANDS AMERICA, INC. AND SUBSIDIARIES

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Note 1  Description of Business and Summary of Significant
        Accounting Policies

     a.  Description of Business:
              The Company produces, markets and distributes
              frozen and refrigerated products targeted to growth
              segments of the foodservice industry, which
              encompasses all aspects of away-from-home food
              preparation.  The Company's products include
              pepperoni, beef and pork toppings, as well as
              partially baked pizza crusts, marketed to the pizza
              industry, appetizers, Mexican and Italian foods,
              sauces, soups and side dishes and branded and
              processed meat products.  Customers include large
              multi-unit restaurant chains, major foodservice
              distributors, warehouse clubs and grocery store
              delicatessens, principally in the United States. 
              In Fiscal 1996, 10.3% of the Company's sales were
              made to a single customer.

              The Company's annual reporting period ends on the
              Saturday nearest December 31.  Accordingly, the
              annual reporting periods ended December 28, 1996,
              December 30, 1995 and December 31, 1994 each
              contained 52 weeks.

     b.  Principles of Consolidation:
              The consolidated financial statements include the
              accounts of Foodbrands America, Inc. ("Foodbrands
              America") and all of its subsidiaries (collectively
              referred to herein as the "Company").

     c.  Use of Estimates in the Preparation of Financial
         Statements:
              The preparation of financial statements in
              conformity with generally accepted accounting
              principles requires management to make estimates
              and assumptions that affect the reported amounts of
              assets and liabilities and disclosure of contingent
              assets and liabilities at the date of the financial
              statements and the reported amounts of revenues and
              expenses during the reporting period.  Actual
              results could differ from those estimates.

              Significant estimates made by the Company include
              accrued pension costs, including a minimum pension
              liability adjustment, accrued postretirement
              medical benefits and recoverability of deferred tax
              assets.  Accrued pension costs and postretirement
              benefits involve the use of actuarial assumptions,
              including selection of discount rates (See Notes 11
              and 12).  Recoverability of deferred tax assets
              considers estimates of projected taxable income
              (See Note 10).

     d.  Cash and Cash Equivalents:
              The Company considers cash equivalents to include
              all investments with a maturity at date of purchase
              of 90 days or less.  There were no cash equivalents
              at December 28, 1996.  Cash equivalents of $10.1
              million at December 30, 1995, represent investments
              primarily in Commercial Paper and U.S. Government
              Securities, carried at cost, which approximates
              market.  The Company nets its cash balances within
              the same bank and presents positive cash balances
              as cash and negative balances as accounts payable.

     e.  Concentrations of Credit Risk:
              The concentrations of credit risk with respect to
              trade receivables are, in management's opinion,
              considered minimal due to the Company's diverse
              customer base.  Credit evaluations of customers'
              financial conditions are performed periodically,
              and the Company generally does not require
              collateral from its customers.  As of December 28,
              1996, the Company had concentrations of cash in
              bank balances totaling approximately $6.5 million
              located at 6 banks which exposes the Company to
              concentrations of credit risk.  As of December 30,
              1995, the Company had concentrations of cash in
              bank balances totaling approximately $4.2 million
              located in 6 banks.

     f.  Inventories:
              Inventories are valued at the lower of cost
              (first-in, first-out) or market.  The Company
              periodically enters into futures contracts as
              deemed appropriate to reduce the risk of future
              price increases.  These futures contracts are
              accounted for as hedges. Accordingly, resulting
              gains or losses are deferred and recognized as
              part of the product cost and included in cash flows
              from operating activities in the Consolidated
              Statement of Cash Flows.

     g.  Property, Plant and Equipment:
              Property, plant and equipment are stated at cost. 
              When assets are sold or retired, the costs of the
              assets and the related accumulated depreciation are
              removed from the accounts and the resulting gains
              or losses are recognized.

              Depreciation and amortization are provided using
              the straight-line method over either the estimated
              useful lives of the related assets (3 to 40 years)
              or, for capital leases, the terms of the related
              leases.  

     h.  Intangible Assets and Reorganization Value:
              The excess of the aggregate purchase price over
              fair value of net assets acquired ("Goodwill") is
              being amortized over 40 years.  Trademarks and
              tradenames are amortized on the straight-line
              method over 20 to 25 years.

              "Reorganization Value in Excess of Amounts
              Allocable to Identifiable Assets" ("Reorganization
              Value") was being amortized using the straight-line
              method over 20 years.  The Reorganization Value was
              written off in 1996 as a result of the elimination
              of the valuation allowance associated with the
              deferred tax assets (see Note 10).

              The Company continually reevaluates the carrying
              amount of the intangibles as well as the
              amortization period to determine whether current
              events and circumstances warrant adjustments to the
              carrying value and/or revised estimates of useful
              lives.  The specific methodology of future
              pre-interest cash flows (with assets grouped by
              division which is the lowest level for which there
              are identifiable cash flows) is used for this
              evaluation.  At this time, the Company believes
              that no impairment of the intangibles has occurred
              and that no reduction of the estimated useful lives
              is warranted.

     i.  Deferred Charges and Other Assets:
              Included in deferred charges and other assets are
              net deferred tax assets of $42.4 million and $25.5
              million at December 28, 1996 and December 30, 1995,
              respectively.  Deferred loan costs associated with
              various debt instruments are being amortized over
              the terms of the related debt using the interest
              method.  At December 28, 1996 and December 30,
              1995, $7.3 million and $6.1 million, respectively,
              remained to be amortized over future periods. 
              Amortization expense for these loans included in
              interest expense for Fiscal 1996, 1995 and 1994 was
              approximately $1.8 million, $1.1 million and $1.2
              million, respectively.  Deferred loan costs of
              $2.1 million and $1.7 million were written off in
              Fiscal 1996 and 1995, respectively, due to the
              early extinguishment of debt.

     j.  Income Taxes:
              The Company utilizes the asset and liability
              approach for financial accounting and reporting for
              income taxes.  Deferred income taxes are recorded
              to reflect the expected tax consequences in future
              years of differences between the tax basis of
              assets and liabilities and their financial
              reporting amounts and net operating loss
              carryforwards ("NOLs") and tax credit carryforwards
              at each year-end.

     k.  Earnings (Loss) Per Common Share:
              Primary and fully diluted earnings (loss) per share
              are computed by dividing net income (loss) by the
              weighted average number of common and common
              equivalent shares outstanding during each period. 
              Options and warrants which have a dilutive effect
              are considered in the per share computations.

     l.  Recently Issued Accounting Pronouncements:
              In February 1997, the Financial Accounting
              Standards Board issued Statement No. 128, Earnings
              Per Share and Statement No. 129, Disclosure of
              Information About Capital Structure.  Statement No.
              128 specifies the computation, presentation, and
              disclosure requirements for earnings per share. 
              Statement No. 129 consolidates existing
              requirements to disclose certain information
              about an entity's capital structure.  Both
              statements are effective for financial statements
              issued for periods ending after December 15, 1997. 
              Based on the Company's present capital structure
              and common stock equivalents (stock options), the
              Company does not believe that the implementation of
              these new standards will have a material impact on
              its financial statements.

     m.  Reclassifications:
              Certain reclassifications have been made to the
              prior years' financial statements to conform with
              current presentation.

Note 2  Acquisitions

     On December 11, 1995, the Company purchased KPR Holdings,
L.P. ("KPR") which produces and markets custom prepared foods and
prepared meat items for multi-unit restaurant chains.  The
purchase price the Company paid was approximately $102.1 million,
including transaction related costs of the acquisition.  In
addition, the Company agreed to certain contingent payments
payable in Common Stock of the Company (at a price of $13.125 per
share) or cash, at the option of the sellers, aggregating up to
approximately $14.3 million, over the three year period following
the acquisition based on the attainment of specified
earnings levels.  In 1996, KPR achieved the required earnings
levels and a payment will be made in either Common Stock of the
Company or cash no later than April 1, 1997, in the amount of
$4.3 million, which is net of $0.4 million paid during 1996 in
connection with the settlement of certain litigation.  The
accrual of the first payment was recorded at December 28, 1996,
as an increase in goodwill, and any subsequent payments will also
increase goodwill.  The acquisition was accounted for by the
purchase method of accounting.  The excess of the total purchase
price over fair value of net assets acquired of $66.0 million and
the realized contingent payments of $4.7 million has been
recognized as goodwill and the balance remaining at December 28,
1996, is being amortized over the remaining life of 39 years.

     On December 18, 1995, the Company purchased all the
outstanding stock of TNT Crust, Inc. ("TNT") which produces and
markets partially baked and frozen self-rising crusts for use by
pizza chains, restaurants and frozen pizza manufacturers and
operates as a part of the Food Service Division.  The purchase
price the Company paid was approximately $56.5 million, including
transaction related costs of the acquisition.  In addition, the
Company agreed to a contingent earnout payment payable in Common
Stock of the Company (at a price of $11.54 per share) or cash, at
the option of the sellers, not to exceed $6.5 million, based on
sales growth to certain customers.  As a result of the sales
growth achieved in 1996, $2.9 million of the contingent
earnout payment was earned and recorded as a liability in 1996. 
This accrual increased goodwill and any additional amounts will
also increase goodwill.  The acquisition was accounted for by the
purchase method of accounting.  The excess of the total purchase
price over fair value of net assets acquired of $47.5 million and
the realized contingent earnout payment of $2.9 million has been
recognized as goodwill and the balance remaining at December 28,
1996, is being amortized over the remaining life of 39 years.

     Both the KPR & TNT contingent earnout payments are included
in other long-term liabilities as an obligation expected to be
settled in Common Stock of the Company.

     On June 1, 1994, the Company purchased all of the
outstanding stock of International Multifoods Foodservice Corp.,
a division of International Multifoods Corporation, for
approximately $137.7 million, including transaction related costs
of the acquisition.  The business, which has been renamed
Specialty Brands, Inc., manufactures frozen food products,
including ethnic foods in the Mexican and Italian categories, as
well as appetizers, entrees and portioned meats.  The acquisition
was accounted for by the purchase method of accounting.  The
excess of the aggregate purchase price over fair value of net
assets acquired of approximately $68.3 million and trademarks at
a fair value of $9.7 million were recognized as intangible assets
and are being amortized over 40 and 25 years, respectively.

     The operating results of the acquisitions are included in
the Company's consolidated results of operations from the dates
of acquisition.  The following unaudited pro forma consolidated
financial information assumes the acquisitions of KPR, TNT and
Specialty Brands occurred at the beginning of 1994.  These
results have been prepared for comparative purposes only and do
not purport to be indicative of what would have occurred had the
acquisition been made at the beginning of the periods presented,
or of the results which may occur in the future.

                                                 Year Ended
                                              __________________
                                              Dec. 30,  Dec. 31,
                                                1995      1994  
                                              ________  ________
                                            (in thousands, except
                                                  per share)

     Net sales                                $751,008  $689,577
     Operating income                           50,418    28,457
     Income (loss) from continuing 
      operations                                10,385    (5,349)
     Net income (loss)                         (33,311)  (16,352)
     Earnings (loss) per share -
      primary and fully diluted:
       Income (loss) from continuing 
        operations                              $ 0.83    $(0.61)
       Net income (loss)                         (2.67)    (1.87)


Note 3  Discontinued Operations

     On May 30, 1995, the Company sold the assets of its Retail
Meat Division (a separate industry segment) to Thorn Apple
Valley, Inc.  The sales price approximated $65.8 million in cash
payments plus the assumption of long-term debt of approximately
$6.0 million and certain current liabilities related to the
division of approximately $4.5 million.  In connection with this
sale the Company wrote off approximately $64.3 million of
post-bankruptcy intangible assets and recorded a net loss on
disposition of approximately $38.5 million.  The agreement also
includes potential consideration of an additional $10 million
based upon an increase in the market value of the purchaser's
common stock.  Proceeds of the sale were used to reduce the
Company's debt under its term loan by $58 million and to pay
expenses related to the sale.  The results of operations and cash
flows attributable to the Retail Meat Division were reported as
discontinued operations.  Corporate interest expense was
allocated to the Retail Meat Division based on its net assets in
proportion to the Company's consolidated net assets.

     The results of discontinued operations are (in thousands):

                                             Fiscal Year Ended  
                                            ____________________
                                            Dec. 30,    Dec. 31,
                                              1995        1994  
                                            ________    ________ 

Net sales                                    $72,357    $238,308
                                             =======    ========

Income (loss) before taxes                   $(7,020)   $ (8,522)
Tax expense (benefit)                         (2,899)       -   
                                             _______    ________
Net income (loss)                            $(4,121)   $ (8,522)
                                             =======    ========

      Included in accounts payable and accrued liabilities at
December 30, 1995, were certain amounts, totalling $2.1 million,
related to the sale of the Retail Meat Division.  Payments
associated with these accruals have been reflected in the 1996
consolidated statement of cash flows as net cash flows used by
discontinued operations.

      The assets included in the sale of the Retail Meat Division
had significantly different financial and tax basis.  Therefore,
for income tax purposes this transaction generated taxable income
of approximately $28.6 million requiring the utilization of net
operating loss carryforwards.  The tax affect of this utilization
was approximately $10.9 million.


Note 4  Restructuring and Integration

      In December 1994, the Company announced a restructuring
program that resulted in a $10.6 million charge against operating
income in 1994.  The restructuring program identified specific
manufacturing facilities and operations that related to excess
capacity, as well as duplication of activities after the
acquisition of the Specialty Brands Division.  The charge also
included costs incurred prior to year-end associated with the
corporate legal restructuring to preserve the Company's income
tax NOLs and to change the Company's name to Foodbrands America,
Inc.  During 1995, the Company completed most of the program
including the consolidation of production operations and the
closing of certain production and distribution facilities.

      During Fiscal 1996, the Company paid $0.2 million that was
charged against the restructuring reserve and applied $1.0
million of the restructuring reserve to write down the net book
value of certain assets.  After extensive review of several
alternative plans, the Company determined that it would not close
one of its manufacturing facilities that had been contemplated
under the 1994 restructuring program and the estimated cost to
complete another project under the program was reduced.  As a
result, the Company recorded a $2.1 million credit to the
restructuring and integration provision during 1996.

      During Fiscal 1996, the Company established a new
restructuring program consisting of two components.  The first
involved the realignment of the Company's ham production by
moving an existing product line into a new production facility
with a charge of $0.6 million.  The second component involved the
restructuring of the sales, marketing and administrative
activities of the Specialty Brands Division including shifting
the marketing program to an Everyday Low Pricing concept.  The
charge related to the Specialty Brands Division totalled $1.7
million and included severance costs of $0.7 million for
approximately 26 employees, and the writedown of certain assets
used in the business.  The total charge for the new restructuring
program of $2.3 million was netted with the $2.1 million credit
from the 1994 restructuring program.

      Both of the restructuring programs are substantially
completed as of December 28, 1996.


Note 5  Inventories
 
     Inventories at December 28, 1996 and December 30, 1995 are
summarized as follows (in thousands): 
                                                1996       1995 
                                              _______    _______
     Raw materials and supplies               $19,234    $20,147
     Work in process                            8,499      7,365 
     Finished goods                            35,227     31,011
                                              _______    _______
                                              $62,960    $58,523
                                              =======    =======


Note 6  Property, Plant and Equipment

     Property, plant and equipment at December 28, 1996 and
December 30, 1995 is summarized as follows (in thousands): 
                                                1996       1995  
                                             ________   ________
     Land                                    $  3,673   $  3,053
     Buildings and improvements                79,948     68,461
     Machinery and equipment                  117,960     97,705 
     Construction in progress                   7,631      5,621
                                             ________   ________ 
                                              209,212    174,840
     Less accumulated depreciation and 
       amortization                            56,434     38,188
                                             ________   ________
                                              152,778    136,652
     Assets to be disposed of, net               -         3,274
                                             ________   ________
                                             $152,778   $139,926
                                             ========   ========

Note 7  Accrued Liabilities 

     Accrued liabilities at December 28, 1996 and December 30,
1995 are summarized as follows (in thousands): 

                                                1996        1995
                                              _______     _______
     Interest                                 $ 3,579     $ 5,883
     Salaries, wages and payroll taxes          8,994       9,285
     Employee medical benefits                  9,418      11,361
     Workers' compensation benefits             2,146       2,404
     Pension and retirement benefits            5,106       2,098
     Marketing expenses                         7,334       5,360
     Provisions for facility restructuring
       and integration                            504       1,240
     Provisions for discontinued operations,
       closed and sold facilities                 480       2,968
     Other                                      9,981       9,695
                                              _______     _______
                                              $47,542     $50,294
                                              =======     =======

Note 8  Long-term Debt

     Long-term debt, more fully described below, at December 28,
1996 and December 30, 1995 consisted of the following (in
thousands):

                                                1996        1995
                                             ________    ________
   Notes payable to banks                    $210,380    $160,500
   Promissory note                               -         50,000
   10 3/4% Senior Subordinated Notes 
     due 2006                                 120,000        -
   9 3/4% Senior Subordinated Redeemable 
     Notes due 2000, net of discount             -        109,741
   Capital lease obligations                    8,295       3,507
                                             ________    ________
                                              338,675     323,748
   Less current maturities                     28,368      18,341
                                             ________    ________
                                             $310,307    $305,407
                                             ========    ========

     Based on the borrowing rates currently available to the
Company for bank borrowings with similar terms and average
maturities, the Company believes that the carrying amount of
these borrowings at December 28, 1996, approximates face value. 
The fair value of the $120.0 million of 10 3/4% Senior
Subordinated Notes due 2006 (the "10 3/4% Senior Subordinated
Notes"), based on the quoted market price at December 28, 1996,
is $127.2 million.

     The aggregate amounts of long-term obligations, excluding
obligations under capitalized leases, which become due during
each of the next five fiscal years are as follows (in millions):
$26.6 in 1997, $36.1 in 1998, $38.0 in 1999, $28.2 in 2000, $28.6
in 2001 and $172.9 thereafter.


Notes Payable to Banks

     On December 11, 1995, the Company consummated a credit
agreement and at December 28, 1996, it consists of (i) a Term
loan A for $45.0 million, (ii) a Term loan B for $100.0 million,
(iii) an acquisition term loan for $56.1 million and (iv) a
working capital revolving facility not to exceed $75.0 million
("the Credit Agreement").  The proceeds received on December 11,
1995, were net of $3.9 million of debt issuance costs and were
used to repay the existing bank debt outstanding under the
previous bank term loan totaling $53.0 million and to fund the
acquisition of KPR.  The acquisition revolving facility was
subsequently drawn down to finance the acquisition of TNT.  The
Credit Agreement includes a subfacility for standby and
commercial letters of credit not to exceed $7.0 million.  On
December 28, 1996, there was $3.1 million of standby letters of
credit outstanding under this subfacility.  The Credit Agreement
ranks senior to all existing indebtedness and is collateralized
by essentially all the assets of the Company including accounts
receivable, inventory, general intangibles and mortgaged
properties.

     Borrowings under the Credit Agreement bear interest at an
annual rate equal to, at the Company's option, either the
Eurodollar Rate, as defined by the agreement, plus 2.75% for the
Term loan B and plus 2.50% for all other loans (subject to
adjustment based on the Company's Total Debt Ratio, as defined)
or an Alternate Base Rate, as defined in the agreement, which is
based on The Chase Manhattan Bank's prime rate, plus 1.75% for
the Term loan B and plus 1.50% for all other loans (subject to
adjustment based on the Company's Total Debt Ratio, as defined). 
On December 28, 1996 the weighted average interest rate on the
borrowings was 8.17%.  Interest on the borrowings is payable
quarterly in arrears.  The Term loan A requires quarterly
payments which began in May 1996 while the Term loan B and the
acquisition term loan require quarterly payments beginning in May
1997.  To the extent not previously paid, all borrowings under
the Credit Agreement are due and payable February 28, 2003.  At
December 28, 1996, borrowings under the working capital revolving
facility were $15.5 million and $50.0 million was available for
borrowing at that date based on accounts receivable and inventory
balances.

     In connection with the extinguishment of debt discussed
above, the Company incurred an extraordinary loss in 1995 of $1.0
million, net of $0.7 million income tax benefit.

     In connection with the early extinguishment of debt in 1994
and termination of a related interest rate swap agreement, the
Company incurred an extraordinary loss in the amount of $2.5
million.

     The Credit Agreement and the 10 3/4 % Senior Subordinated
Notes described below contain certain restrictive covenants and
conditions among which are limitations on further indebtedness,
restrictions on dispositions and acquisitions of assets,
limitations on dividends and compliance with certain financial
covenants, including but not limited to a maximum total debt
ratio and minimum interest expense coverage.

Promissory Note

     Upon the acquisition of KPR, the Company executed a
promissory note to the sellers for $50.0 million.  The note was
paid on January 15, 1996, and bore interest at the rate of 6%. 
The note was retired using funds previously not drawn down under
the term loan facility of the Credit Agreement.

10 3/4% Senior Subordinated Notes

     On May 15, 1996, Foodbrands America completed an offering of
$120 million 10 3/4% Senior Subordinated Notes.  The net proceeds
from the offering were used to consummate a tender offer to
repurchase the outstanding 9 3/4% Senior Subordinated Redeemable
Notes due 2000 (the "9 3/4% Notes").  Interest on the 10 3/4%
Senior Subordinated Notes is payable on May 15 and November 15 of
each year beginning with November 15, 1996.  The 10 3/4% Senior
Subordinated Notes are unsecured and subordinated in right of
payment to all existing and future senior indebtedness, including
borrowings under the Credit Agreement. 

     Terms of the 10 3/4% Senior Subordinated Notes include a
guarantee by substantially all of Foodbrands America's direct and
indirect subsidiaries, all of which are wholly-owned.  The
guarantees are joint and several, full, complete and
unconditional.  There are no restrictions on the ability of any
subsidiaries to transfer funds to Foodbrands America in the form
of cash dividends, loans or advances.  Foodbrands America is a
holding company with no assets, liabilities, or operations other
than its investments in its subsidiaries.  The non-guarantors are
inconsequential, individually and in the aggregate to the
consolidated financial statements, and separate financial
statements of the guarantors are not presented because management
has determined that they would not be material to investors.

     In connection with the early extinguishment of the 9 3/4%
Notes, the Company incurred an extraordinary loss in 1996 of $5.1
million, net of $3.6 million income tax benefit.  The loss was
comprised of premium fees paid to redeem the 9 3/4% Notes and the
remaining unamortized deferred loan costs and debt discount
associated with these notes.

Leases

     The Company leases one facility and various equipment and
vehicles under agreements which are classified as capital leases. 
The building lease had an original term of 25 years and the lease
is in the first of four renewal option periods for fifteen years
each.  Most equipment leases have purchase options at the end of
the original lease term.  Leased capital assets included in
property, plant and equipment at December 28, 1996 and December
30, 1995 are as follows (in thousands):

                                             1996        1995 
                                           _______     _______
      Buildings                            $ 2,666     $ 2,666
      Machinery and equipment               12,674       6,079
                                           _______     _______
                                            15,340       8,745
      Accumulated amortization               6,478       4,207
                                           _______     _______
                                           $ 8,862     $ 4,538
                                           =======     =======

     Future minimum payments, by year and in the aggregate, under
noncancellable  capital leases and operating  leases  with 
initial or remaining terms of one year or more consist of the
following at December 28, 1996 (in thousands):

                                           Capital    Operating
                                           Leases      Leases  
                                           _______    _________
       1997                                $ 2,345     $ 5,202
       1998                                  1,759       4,774
       1999                                  1,613       4,300
       2000                                  1,505       4,030
       2001                                  2,411         976
       Future years                            531       3,378
                                           _______     _______
       Total minimum lease payments         10,164     $22,660 
       Amounts representing interest         1,869     =======
                                           _______
       Present value of net minimum
         payments                            8,295
       Current portion                       1,755
                                           _______
                                           $ 6,540
                                           =======

     The Company's rental expense for operating leases was (in
millions) $6.4, $5.3 and $4.5 for the fiscal years ended December
28, 1996, December 30, 1995 and December 31, 1994.

     In connection with the KPR acquisition, the Company entered
into a ten year operating lease for a production facility.  The
base rent is $0.8 million per year and is payable to a
corporation related to the former owners and current management
of KPR.  Rent expense for 1996 was $0.8 million and for 1995 was
less than $0.1 million.


Note 9  Stockholders' Equity

     Effective November 1, 1996, the remaining balance of
approximately 13,000 shares of Common Stock reserved for issuance
to pre-bankruptcy equity holders was cancelled pursuant to the
terms on which such reserve was previously established.

     In October 1994, the Company completed a stock rights
offering.  The rights offering provided stockholders the ability
to purchase 0.68 shares for each share owned.  As a result of the
offering, 4,511,867 rights were exercised at $9.00 per share for
gross proceeds of $40.6 million.  Net proceeds, after expenses,
were $38.6 million.  The Company used $35.0 million of the
proceeds to reduce bank debt.

     At December 28, 1996, the Company has warrants outstanding
to purchase 290,342 shares.  The warrant agreement provides the
holders an irrevocable put option, which obligates the Company to
repurchase the warrants at a price per warrant equal to the
excess of (i) the then-current market price per share of Common
Stock, over (ii) $17.53, which may be exercised by each of the
holders of the warrants only upon a Change of Control, as defined
in the current warrant agreement.  The warrants may be exercised
through December 31, 1998.  


Note 10  Income Taxes 

     Deferred tax assets primarily result from net operating loss
carryforwards and certain accrued liabilities not currently
deductible, and deferred tax liabilities result from the
recognition of depreciation and amortization in different periods
for financial reporting and income tax purposes.  Income tax
expense results from the income tax payable for the year and the
change during the year in deferred tax assets and liabilities
including the realization of prereorganization net operating
losses. 

     The provision (benefit) for income taxes in continuing
operations consisted of the following components (in thousands):
<TABLE>
<CAPTION>
                                            Fiscal Year Ended 
                                    ________________________________
                                    Dec. 28,    Dec. 30,    Dec. 31,
                                      1996        1995        1994   
                                    ________    ________    ________
     <S>                             <C>         <C>         <C>
     Current:
        Federal                      $  409      $  103      $   -
        State                           205         800          600
                                     ______      ______      _______
                                        614         903          600
                                     ______      ______      _______
     Deferred:
        Federal                       5,408       5,168          -
        State                           987         970          -  
                                     ______      ______      _______
                                      6,395       6,138          -  
                                     ______      ______      _______

     Change in valuation allowance   (6,701)       -             -  
                                     ______      ______      _______
          Total                      $  308      $7,041      $   600
                                     ======      ======      =======
</TABLE>

     The income tax provision (benefit) applicable to the net
losses from discontinued operations associated with the Retail
Meat Division were (in thousands):
                                               Fiscal Year Ended
                                             ____________________
                                             Dec. 30,    Dec. 31,
                                               1995        1994
                                             ________    ________

Operations of the Retail Meat Division
  Deferred expense (benefit)                 $(2,899)     $   - 
                                             =======      =======
Disposal of the Retail Meat Division:
  Current expense:
    Federal                                  $   278      $   -
    State                                        469          -
  Deferred expense                             9,553          - 
                                             _______      _______
                                             $10,300      $   -  
                                             =======      =======

The effective tax rate on income from continuing operations
differs from the statutory rate as follows:
<TABLE>

<CAPTION>
                                            Fiscal Year Ended        
                                     ________________________________
                                     Dec. 28,   Dec. 30,     Dec. 31,
                                       1996       1995         1994  
                                     ________   ________     ________
                                             (Liability Method)  
                                     ________________________________
     <S>                              <C>         <C>         <C>
     Statutory rate                    35.0%      35.0%       (34.0)%
     Tax effect of:
       Amortization of 
        intangible assets               4.2        4.0         18.4
       State taxes, net of
        federal benefit                 4.4        3.1          8.6
       Limitation on recognition
        of tax benefit                   -          -          20.1
       Other                           (0.4)       0.2           - 
                                      _____      _____        _____ 
                                       43.2       42.3         13.1
       Change in valuation allowance  (41.3)        -            - 
                                      _____      _____        _____
                                        1.9%      42.3%        13.1%
                                      =====      =====        =====
</TABLE>

     At December 28, 1996 and December 30, 1995, the deferred tax
assets and deferred tax liabilities were as follows (in
thousands):
<TABLE>
<CAPTION>
                                                   1996        1995 
                                                 _______     _______
     <S>                                         <C>         <C>
     Deferred tax assets:
       Retiree medical benefit plan accruals     $25,909     $26,962
       Pension plan accruals                       2,794       5,487
       Plant closing accruals                        318       2,036
       Employee compensation and benefits 
        accruals                                   5,771       5,531
       Other accrued expenses                      3,265         978
       Net operating loss carryforwards           33,389      43,385
       AMT credits                                   885        -   
                                                 _______     _______
         Total deferred tax assets                72,331      84,379
                                                 _______     _______
     Deferred tax liabilities:
       Capitalized leases                           (568)       (420)
       Accumulated depreciation                   (1,630)     (3,046)
       Intangible assets                          (5,342)     (4,787)
       Other                                        (489)        (72)
                                                 _______     _______
         Total deferred tax liabilities           (8,029)     (8,325)
                                                 _______     _______
     Net deferred tax assets                      64,302      76,054
     Valuation allowance                            -        (43,314)
                                                 _______     _______
     Net deferred tax assets                      64,302      32,740
     Current portion                              21,870       7,248
                                                 _______     _______
     Noncurrent portion                          $42,432     $25,492
                                                 =======     =======
</TABLE>

     In the second quarter of 1996, the Company eliminated its
valuation allowance resulting in a net deferred tax asset at that
time of $68.5 million.  Two factors contributed to the
elimination of the valuation allowance.  The first factor was the
acquisitions of KPR and TNT in December 1995.  The results of
operations from these two acquisitions through the end of the
second quarter of 1996 exceeded expectations and enhanced the
Company's projections of taxable income.  The other factor was
the debt refinancing which occurred in May 1996 which increased
the Company's financial flexibility.  As a result of these two
factors, the Company's projected taxable income indicates that it
is more likely than not that the net deferred tax benefits
will be realized in the future.

     A majority of the deferred tax assets were attributable to
pre-reorganization temporary differences and NOLs, and the tax
benefit from utilizing the pre-reorganization temporary
differences and NOLs was recorded as a reduction of
Reorganization Value and other intangible assets arising from
bankruptcy.  Therefore, the adjustment in 1996 resulted in the
elimination of the remaining Reorganization Value of $23.0
million and a reduction in intangible assets of $4.2 million.  In
addition, a tax benefit of $6.7 million was recorded resulting
from the elimination of the valuation allowance associated
with post-reorganization temporary differences and NOLs.  In
1995, the Company reduced the Reorganization Value by $12.1
million as a result of utilizing pre-reorganization net operating
loss carryforwards.

     At December 28, 1996, after considering utilization
restrictions, the Company's tax loss carryforwards approximated
$97.3 million.  The net operating loss carryforwards which are
subject to utilization limitations due to ownership changes may
be utilized to offset future taxable income as follows: $78.4
million in 1997, $13.3 million in 1998, $5.0 million in 1999, and
$0.6 million in 2000.  Loss carryforwards not utilized in the
first year that they are available may be carried over and
utilized in subsequent years, subject to their expiration
provisions.  These carryforwards expire as follows: $21.3
million in 1998, $6.0 million in 1999, $0.9 million in 2000, $4.2
million in 2001 and $64.9 million during the years 2002 through
2009.


Note 11  Pension Plans

     Foodbrands America and certain subsidiaries maintain
employee benefit plans covering most employees.  All full-time
employees of the Company who have obtained the age of 21, have
completed one year of employment and are not subject to a
collective bargaining agreement or one of the other plans
described below are permitted to contribute up to 15% of their
salary, not to exceed the limit set by the Internal Revenue
Service, to a 401(k) plan.  The Company makes contributions on
behalf of each participant of a matching amount not to exceed the
employee's contribution or 3% of such employee's salary.

     Hourly employees at the Jefferson, Wisconsin facility who
have obtained the age of 18 and have completed one year of
employment are permitted to contribute up to 15% of their annual
gross earnings, not to exceed the limit set by the Internal
Revenue Service, to a 401(k) plan.  The Company contributes $0.10
for every hour worked by participants enrolled in the plan.  In
addition, approximately 14% of the Company's employees are
covered under two other profit sharing plans.

     Substantially all of the hourly employees at the Cherokee,
Iowa, Jefferson, Wisconsin and Riverside, California facilities
participate in defined benefit pension plans.  Information
presented below also includes benefits and Company obligations
associated with participants of closed and sold operations.  The
funded status of the defined benefit plans at December 28, 1996
and December 30, 1995 is as follows (in thousands):

                                             1996          1995 
                                            _______      _______
     Actuarial present value of benefit 
      obligations:
        Vested benefit obligation           $64,368      $65,972
                                            =======      =======
        Accumulated benefit obligation      $66,368      $68,229 
                                            =======      =======
        Projected benefit obligation        $66,368      $68,229
     Plan assets at fair value               59,528       55,170
                                            _______      _______
     Projected benefit obligation
      in excess of plan assets                6,840       13,059
     Unrecognized net actuarial loss -
      difference in assumptions and actual
      experience                             (2,517)      (5,010)
     Adjustment required to recognize
      additional minimum liability            2,475        4,743

                                            _______      _______
     Accrued pension cost                   $ 6,798      $12,792
                                            =======      =======

     Plan assets are comprised of cash and cash equivalents and
mutual funds investing primarily in interest bearing and equity
securities.  The funding policy for the plan at the Cherokee
facility is to contribute amounts sufficient to meet the minimum
funding requirements of the Employee Retirement Income Security
Act of 1974 (ERISA), and the plans at the Jefferson and Riverside
facilities are funded based upon a recommendation from the
Company's actuary.  Such contributions for the plans at the
Jefferson and Riverside facilities have, in prior years, exceeded
the minimum funding requirements.

     Pension costs of the defined benefit plans for fiscal 1996,
1995 and 1994 are composed of the following, based on expected
long-term rates of return of 9.0%, 9.0% and 8.5% and discount
rates of 7.75%, 7.5% and 8.75% for the plan at the Jefferson
facility, expected long-term rates of return of 8.5%, 8.5% and
8.5% and discount rates of 7.75%, 7.5% and 8.75% for the plan at
the Cherokee facility and expected long-term rates of return of
9.0% and 9.0% and discount rates of 7.75% and 7.5% for fiscal
1996 and 1995, respectively for the plan at the Riverside
facility which became effective in 1995 (in thousands):

<TABLE>
<CAPTION>
                                December 28,  December 30,  December 31,
                                    1996          1995          1994   
                                ____________  ____________  ____________
   <S>                              <C>          <C>         <C>
   Service cost for benefits
    earned during the year          $  555       $  465      $  370
   Interest cost on projected
    benefit obligation               4,933        5,121       4,991
   Return on plan assets            (4,635)      (4,094)     (4,330)
   Amortization of transition
    obligation and unrecognized
    prior service cost                  23           11         -  
                                    ______       ______      ______
   Total pension cost               $  876       $1,503      $1,031
                                    ======       ======      ======
</TABLE>

     Expenses for all of the Company's retirement plans for
fiscal years 1996, 1995 and 1994 were (in millions) $2.9, $2.6
and $2.1, respectively.

     In connection with a new labor agreement which was approved
in January 1997 at the Company's Riverside facility, the defined
benefit plan at that facility has been frozen and no future
benefits will accrue under the plan.  A new defined contribution
plan has been established at the Riverside facility in February
1997 which allows employees to contribute up to 15% of their
compensation.  Terms of the agreement require the Company to
match the employees' contributions at a 50% level up to 3% and to
make a seed contribution of 1/2% of the employees' compensation.


Note 12  Postretirement Medical Benefits

     The Company provides life insurance and medical benefits
("Postretirement Medical Benefits") for substantially all retired
hourly and salaried employees of one of its subsidiaries under
various defined benefit plans.  Contributions are made by certain
retired participants toward their Postretirement Medical
Benefits.

     The components of net periodic postretirement benefit cost
for the years ended December 28, 1996, December 30, 1995 and
December 31, 1994 were as follows (in thousands):

                                     1996       1995       1994 
                                    ______     ______     ______
   Service cost                     $  290     $  231     $  241
   Interest on accumulated benefit 
    obligation                       5,277      5,399      5,372
   Other                               (33)       (61)       (21)
                                    ______     ______     ______
   Net periodic postretirement 
    benefit cost                    $5,534     $5,569     $5,592
                                    ======     ======     ======

     The actuarial and recorded liabilities for these
Postretirement Medical Benefits at December 28, 1996 and December
30, 1995 were as follows (in thousands):
<TABLE>
<CAPTION>
                                                      1996      1995 
                                                    _______   _______
     <S>                                            <C>       <C>
     Accumulated postretirement benefit obligation:
       Retirees and dependents                      $62,481   $68,095
       Actives not fully eligible                     6,627     6,203
       Actives fully eligible                           214       226
                                                    _______   _______
                                                     69,322    74,524
       Assets at fair value                            (271)   (1,056)
                                                    _______   _______
     Accumulated postretirement benefit obligation
      in excess of plan assets                       69,051    73,468
       Unrecognized net gain (loss)                  (4,917)   (6,443)
       Unrecognized prior service cost                  367       379
                                                    _______   _______
     Liability recognized on the balance sheet       64,501    67,404
     Less current portion                             6,365     7,854
                                                    _______   _______
     Noncurrent liability for postretirement
      medical benefits                              $58,136   $59,550
                                                    =======   =======
</TABLE>

     For measuring the accumulated postretirement medical benefit
obligation, a 9.86% annual rate of increase in the per capita
claims cost was assumed for 1997.  This rate was assumed to
decrease gradually to 8.9% by 2000, 7.7% by 2005, and 6.5% by
2010 and remain at that level thereafter.  The weighted average
discount rates used in determining the accumulated obligation was
7.75%, 7.5% and 8.75% for fiscal 1996, 1995 and 1994,
respectively.  The expected long-term rate of return on plan
assets was 6.0% for fiscal years 1996, 1995 and 1994.

     If the health care cost trend rate were increased 1.0%, the
accumulated benefit obligation as of December 28, 1996 would have
increased by $1.5 million.  The effect of this change on the
aggregate of service and interest cost for the year ended
December 28, 1996 would be an increase of $0.1 million.


Note 13  Stock Incentive Plans

     At December 28, 1996, the Company had three stock-based
compensation plans, which are described below.  The Company
applies APB Opinion No. 25 ("Opinion 25") and related
Interpretations in accounting for its plans.  FASB Statement No.
123 "Accounting for Stock-Based Compensation" ("SFAS 123") was
issued by the FASB in 1995 and, if fully adopted, changes the
methods for recognition of cost on plans similar to those of the
Company.  Adoption of SFAS 123 is optional; however, pro forma
disclosures as if the Company adopted the cost recognition
requirements under SFAS 123 in 1995 are presented below.

     The 1992 Stock Incentive Plan, as amended, (the "Plan")
authorizes the Company to grant stock options and/or Common Stock
aggregating 1,900,000 shares to directors, officers and other key
employees.  In February 1992, the Company granted 105,000
restricted shares of Common Stock, of which 11,666 shares lapsed
prior to vesting. The Company also granted 105,000 performance
shares of Common Stock, of which 51,670 shares were issued and
vested.  The Company has also granted under the Plan Common Stock
options at option prices ranging from $9.00 to $15.25 per share,
which vest over a three to five year period and expire after ten
years.  A summary of the status of the Company's stock options as
of December 28, 1996, December 30, 1995 and December 31, 1994 and
changes during the year ended on those dates is presented below:

<TABLE>
<CAPTION>
                                  1996                     1995                       1994 
                         _______________________   _______________________   _______________________
                                     Wgtd. Avg.                Wgtd. Avg.                Wgtd. Avg.
                          Shares     Exer. Price     Shares    Exer. Price     Shares    Exer. Price
                          ______     ___________     ______    ___________     ______    ___________
<S>                      <C>            <C>        <C>           <C>         <C>           <C>
Outstanding at
 beginning of year       1,406,861      $10.71     1,121,194     $10.00        241,666     $14.07
Granted                     14,500       13.02       475,128      12.44        913,528       9.08
Exercised                   (8,000)      12.38       (19,686)      9.89          -            -
Forfeited                  (15,500)      13.29      (169,775)     10.75        (34,000)     14.26
                         _________                 _________                 _________
Outstanding at end
 of year                 1,397,861      $10.70     1,406,861     $10.71      1,121,194     $10.00
                         =========      ======     =========     ======      =========     ======
Options exercisable
  at year end              645,401      $10.84       457,753     $10.57        212,105     $12.18
                         =========      ======     =========     ======      =========     ======
</TABLE>

   As of December 28, 1996, the stock options outstanding under 
the Plan have  a weighted-average remaining contractual life of
7.7 years and 329,443 Common Stock options are available for
future issuance.  The weighted average fair value of options
granted during 1996 and 1995, respectively, was $8.14 and $7.68. 
The compensation cost that was charged against income for this
Plan for all outstanding options for Fiscal 1996 and 1995,
respectively, was $0.8 million and $0.5 million.

   The fair value of each option granted during 1996 and 1995 is
estimated on the date of grant using the Black-Scholes
option-pricing model with the following assumptions used for
grants in 1996 and 1995, respectively: (1) dividend yield of 0%
for both years; (2) expected volatility of 48% and 49%; (3)
risk-free interest rates ranging from 6.4% to 6.8% for 1996 and
5.7% to 7.6% for 1995; and (4) expected life of 8 years for the
options granted in both years. 

   Director Option Agreement - The Company issued 25,000 Common
Stock options during 1995 to members of the Board of Directors
under an option plan covering nonemployee directors.  The options
vested upon granting at an exercise price of $7.875, expire after
ten years, and all options remain outstanding at December 28,
1996.   In accordance with Opinion 25, no compensation costs were
recorded in 1996 or 1995 for these options.  The fair value of
these options granted during 1995 was estimated at $5.08 on the
date of grant using the Black-Scholes option-pricing model with
the following assumptions: dividend yield of 0%, expected life of
8 years, expected volatility of 49%, and risk-free interest rate
of 7.1%.

   Employee Stock Purchase Plan - The Company implemented an
Associate Stock Purchase Plan ("Stock Purchase Plan") in 1996
which authorized the issuance of up to 100,000 shares of Common
Stock to its eligible employees.  Under the terms of the Stock
Purchase Plan, employees can choose each year to have up to three
percent of their annual base earnings withheld to purchase the
Company's Common Stock.  The purchase price of the stock is 90
percent of the lower of its fair market value at the beginning of
the plan year or the end of the plan year.   It is estimated that
the Company will sell approximately 27,000 shares to employees in
1997 under this Stock Purchase Plan.  In accordance with Opinion
25, no compensation cost has been recognized in connection with
the Stock Purchase Plan.  However, as required by SFAS 123, the
following pro forma disclosures include the fair value of the
employees' purchase rights which was estimated using the Black-
Scholes model with the following assumptions for 1996: dividend
yield of 0%; an expected life of 1 year; expected volatility of
48%; and risk-free interest rate of 5.9%.

   Had compensation cost for the Company's three stock-based
compensation plans been determined based on the fair value at the
grant dates for awards under those plans consistent with the
method of SFAS 123, the Company's net income and earnings per
share would have been reduced to the pro forma amounts indicated
below (in thousands except per share data):


<TABLE>
<CAPTION>
                              As Reported     Pro Forma      As Reported    Pro Forma
                                 1996           1996            1995          1995 
                              ___________     _________      ___________    _________
<S>                             <C>            <C>            <C>           <C>
Net income (loss)               $10,867        $10,505        $(34,095)     $(34,371)
Earnings (loss) per share -                
  primary and fully diluted       $0.87          $0.84          $(2.73)       $(2.76)

</TABLE>

   The effects of applying SFAS 123 in this pro forma disclosure
are not necessarily indicative of future amounts as SFAS 123 does
not apply to awards prior to 1995.


Note 14  Commitments and Contingencies

   The Company has committed to minimum purchases of raw
materials,  supplies and equipment for delivery at various times
in 1997.  The total of such commitments at December 28, 1996, is
approximately $15.6 million.

   In the opinion of management, the Company's exposure to loss,
if any, under various claims and legal actions that have arisen
in the normal course of business, that are not covered by
insurance, will not be material.

   In September 1992, United Refrigerated Services, Inc. ("URS")
filed suit against Continental Deli Foods, Inc. (formerly known
as Wilson Foods Corporation), a wholly-owned subsidiary of
Foodbrands America ("Continental Deli") the Company (formerly
known as Doskocil Companies Incorporated) and unaffiliated
parties Lopez Foods,  Incorporated (formerly known as Normac
Foods, Inc.) ("Lopez") and Thompson Builders of Marshall, Inc.
("Thompson") in the Circuit Court of Saline County, Missouri. 
The URS lawsuit involves claims for property damage as a result
of a fire in a warehouse owned by URS in Marshall, Missouri, in
which Continental Deli was leasing space.  ConAgra, Inc.
("ConAgra") also filed suit against Continental Deli, the
Company, Lopez and Thompson seeking to recover damages for frozen
food that was stored in another part of the Marshall warehouse at
the time of the fire and allegedly damaged.

   The fire occurred in a part of the URS warehouse being leased
by Continental Deli in which Continental Deli had produced
sausage patties under contract for Lopez until the contract
terminated in September 1991.  Lopez's contractor, Thompson, was
removing Lopez's equipment with a torch when fire broke out and
destroyed a large section of the URS warehouse and its contents.

   On March 19, 1997, all parties to the consolidated suits
reached settlement agreements in principle for all claims,
including cross claims, counter claims and third party claims. 
As a result of the settlement, the Company will not incur any
charge to its financial statements.


Note 15  Subsequent Event

   On March 25, 1997, Foodbrands America entered into an
Agreement and Plan of Merger (the "Merger Agreement") dated as of
March 25, 1997, with IBP, inc. ("IBP") and IBP Sub, Inc., a
wholly owned subsidiary of IBP (the "Purchaser"), providing for
the acquisition of the Company by IBP.  Pursuant to the Merger
Agreement, and subject to the terms and conditions therein, the
Purchaser will commence a tender offer (the "Tender Offer") for
any and all outstanding shares of common stock, par value $.01
per share, of the Company (the "Common Stock") at a price of
$23.40 per share net to the seller in cash.  Upon consummation of
the Tender Offer, the Merger Agreement contemplates that the
Purchaser will be merged with and into the Company (the
"Merger"), with the Company being the surviving corporation and
becoming a wholly owned subsidiary of IBP.  At the effective time
of the Merger, each outstanding share of Common Stock (other than
shares held by IBP, the Company or their respective subsidiaries
and other than shares the holders of which have validly perfected
their dissenters rights under Delaware law) shall be canceled and
converted into the right to receive $23.40 per share in cash.

   Concurrently with the execution and delivery of the Merger
Agreement, Joseph Littlejohn & Levy, L.P., a Delaware limited
partnership, and Joseph Littlejohn & Levy Fund II, L.P., a
Delaware limited partnership (together, "JLL"), entered into a
Tender Agreement dated as of March 25, 1997 (the "JLL Tender
Agreement") among JLL, IBP and the Purchaser whereby JLL has
agreed to tender all of their shares of Common Stock in the
Tender Offer.  Concurrently with the execution and delivery of
the Merger Agreement, The Airlie Group, L.P., a Delaware limited
partnership ("Airlie"), entered into a Tender Agreement dated as
of March 25, 1997 (the "Airlie Tender Agreement") among Airlie,
IBP and the Purchaser whereby Airlie has agreed to tender a
number of shares which when taken together with the number of
shares of Common Stock (i) beneficially owned by IBP or its
subsidiaries and (ii) which IBP or its affiliates have the right
to acquire from JLL pursuant to the JLL Tender Agreement, would
cause IBP or its affiliates to beneficially own 49.9% of the
aggregate voting power represented by the issued and outstanding
capital stock of the Company.  In addition, each of JLL and
Airlie has granted to the Purchaser an option to purchase such
shares of Common Stock under certain circumstances, and each of
JLL and Airlie has agreed with IBP to vote in favor of the Merger
Agreement, the Merger and the transactions contemplated therein
and to oppose any other acquisition proposal and to vote against
any such acquisition proposal.

   Following the Merger of the Company, the contingent payments
payable as a result of the 1995 acquisitions of KPR Holdings,
L.P. ("KPR") and TNT Crust, Inc. ("TNT") described in Note 2 will
be amended.  The KPR payment due on April 1, 1997 will be made in
cash and an additional payment of approximately $3.8 million
would also be made following the completion of the Merger.  The
contingent payments which can be earned in 1997 and 1998 could be
elected to be taken in cash or common stock of IBP (at a price of
$22.50 per share), at the option of the sellers.  With regards to
the TNT contingent payments, following the consummation of the
Merger the previous contingent earnout provisions would be
deleted and the sellers of TNT would receive a cash payment of
$9.5 million.

<PAGE>



                REPORT OF INDEPENDENT ACCOUNTANTS




To the Board of Directors and Stockholders
Foodbrands America, Inc.

We have audited the consolidated financial statements and the
financial statement schedule of Foodbrands America, Inc. and
subsidiaries as listed in Item 14(a) of this Form 10-K.  These
financial statements and financial statement schedule are the
responsibility of the Company's management.  Our responsibility
is to express an opinion on these financial statements and
financial statement schedule based on our audits.

We conducted our audits in accordance with generally accepted
auditing standards.  Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement.  An
audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An
audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating
the overall financial statement presentation.  We believe that
our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above
present fairly, in all material respects, the consolidated
financial position of Foodbrands America, Inc. and subsidiaries
as of December 28, 1996 and December 30, 1995, and the
consolidated results of their operations and their cash flows for
the years ended December 28, 1996, December 30, 1995 and December
31, 1994 in conformity with generally accepted accounting
principles.

In addition, in our opinion, the financial statement schedule
referred to above, when considered in relation to the basic
financial statements taken as a whole, presents fairly, in all
material respects, the information required to be included
therein.






                                    COOPERS & LYBRAND L.L.P.


Oklahoma City, Oklahoma
February 18, 1997, except as to
  the information presented in the
  last paragraph of Note 14, and the
  information presented in Note 15, 
  for which the date is March 26, 1997.

<PAGE>


              FOODBRANDS AMERICA, INC. AND SUBSIDIARIES
              QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)

     The following is a summary of the unaudited quarterly
results of operations for the years ended December 28, 1996 and
December 30, 1995.
           (Amounts are in thousands except per share data.) 
<TABLE>
<CAPTION>

                                                   Quarter               
                                   ______________________________________
Year ended December 28, 1996         First   Second<F1>  Third    Fourth 
                                   ________  ________  ________  ________
<S>                                <C>       <C>       <C>       <C>
Net sales                          $185,997  $200,710  $218,656  $229,812
Gross profit                         39,309    40,050    40,307    42,060
Income from continuing
 operations                           2,122     8,707     1,910     3,179
Net income                            2,122     3,656     1,910     3,179
Earnings per share, primary
  and fully diluted:
   Income from continuing
    operations                        $0.17     $0.70     $0.15     $0.26
   Net income                          0.17      0.29      0.15      0.26
</TABLE>
<TABLE>
<CAPTION>
                                                   Quarter               
                                   _______________________________________
Year ended December 30, 1995       First<F2> Second<F3>  Third   Fourth<F4>
                                   ________  __________  _____   _________
<S>                                <C>       <C>       <C>       <C>
Net sales                          $139,412  $146,582  $169,223  $179,483
Gross profit                         31,165    32,587    34,463    36,500
Income from continuing
 operations                           1,792     1,932     2,503     3,374
Net income (loss)                      (563)  (38,360)    2,503     2,325
Earnings (loss) per share,
  primary and fully diluted:
   Income from continuing
    operations                       $ 0.14     $0.16     $0.20     $0.27
   Net income (loss)                  (0.05)    (3.07)     0.20      0.19
_______________________
<FN>
<F1> Net income includes extraordinary loss on early extinguishment of debt of $5.1
     million, net of income tax benefit of $3.6 million and a tax benefit of $6.7
     million from the elimination of the deferred tax asset valuation allowance.

<F2> Net income includes net loss from operating activities of the discontinued Retail
     Meat Division of $2.3 million.

<F3> Net income includes net loss from operating activities of the discontinued Retail
     Meat Division of $1.8 million and loss on disposal of the division of $38.5
     million.

<F4> Net income includes extraordinary loss on early extinguishment of debt of $1.0
     million, net of income tax benefit of $0.7 million.
</TABLE>
<PAGE>

<TABLE>
                                                           Schedule II


                      FOODBRANDS AMERICA, INC. AND SUBSIDIARIES
                  SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
                          (Dollar amounts in thousands)

<CAPTION>
                           Balance at   Charged to  Charged to
                          Beginning of  Costs and     Other                  Balance at
         Description         Period      Expenses    Accounts  Deductions  End of Period
         ___________      ____________  __________  __________ __________  _____________
<S>                           <C>          <C>         <C>        <C>           <C>
1996:
  Allowance for doubtful 
   accounts                   $396         $ 24        $ -        $  (1)        $419

1995:
  Allowance for doubtful 
   accounts <F1>               428           15          -          (47)         396

1994:
  Allowance for doubtful 
   accounts <F2>               466          170          -         (233)         403


____________________
<FN>
<F1> In 1995, Foodbrands America acquired TNT Crust, Inc.  The purchase included the
     accounts receivables of the company net of an allowance for doubtful accounts of
     $25 which has been included in the balance at beginning of period for 1995.

<F2> In 1994, Foodbrands America acquired International Multifoods Foodservice Corp. 
     The purchase included the accounts receivables of the company net of an allowance
     for doubtful accounts of $67 which has been included in the balance at beginning
     of period for 1994.
</TABLE>
<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: March 27, 1997

                  Pursuant to the requirements of the Securities
Exchange Act of 1934, this Report has been signed below by the
following persons on behalf of the registrant and in the
capacities and on the dates indicated.

 Signature                   Title                     Date
 _________                   _____                     ____

                             Chairman of the       March 27, 1997
/s/ R. Randolph Devening     Board, President,
R. Randolph Devening         Chief Executive 
                             Officer and Director

                             Senior Vice President March 27, 1997
/s/ Horst O. Sieben          and Chief Financial 
Horst O. Sieben              Officer

                             Vice President,       March 27, 1997
/s/ William L. Brady         Controller and
William L. Brady             Assistant Corporate
                             Secretary

/s/ R. Theodore Ammon*       Director              March 27, 1997
R. Theodore Ammon

/s/ Richard T. Berg*         Director              March 27, 1997
Richard T. Berg

/s/ Dort A. Cameron III*     Director              March 27, 1997
Dort A. Cameron III

/s/ Terry M. Grimm*          Director              March 27, 1997
Terry M. Grimm

                             Director              _____ __, 1997
Peter A. Joseph

/s/ Paul S. Levy*            Director              March 27, 1997
Paul S. Levy

/s/Angus C. Littlejohn, Jr.* Director              March 27, 1997
Angus C. Littlejohn, Jr.

/s/ Paul W. Marshall*        Director              March 27, 1997
Paul W. Marshall

*By /s/ William L. Brady   
William L. Brady
Attorney-in-fact
<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

                          
*  Management contracts and compensatory plans or arrangements