EXHIBIT 10.8a

             FIRST AMENDMENT TO EMPLOYMENT AGREEMENT

          THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT is made by
and between Foodbrands America, Inc., a Delaware corporation, and
R. Randolph Devening and dated as of the 31st day of December,
1996.
                       W I T N E S S E T H:

          WHEREAS, Foodbrands America, Inc., a Delaware
corporation (the "Corporation"), is the successor to Doskocil
Companies Incorporated within the meaning of paragraph 7(c) of
the Employment Agreement dated as of August 2, 1994 between
Doskocil Companies Incorporated and R. Randolph Devening (the
"1994 Agreement"); and 

          WHEREAS, the Corporation and the Executive desire to
make certain changes in the 1994 Agreement and have agreed to
state those changes in this document amending the 1994 Agreement
(the "Amendment");

          NOW, THEREFORE, in consideration of the mutual
covenants and representations contained herein, the parties
hereto agree as follows:

          1.   Definitions.  Unless otherwise defined herein,
defined terms shall have the meaning ascribed to them in the 1994
Agreement.

          2.   Accounting Treatment.  In the event that the
Corporation becomes a party to a transaction which is otherwise
intended to qualify for "pooling of interests" accounting
treatment then (A) this Amendment shall, to the extent
practicable, be interpreted so as to permit such accounting
treatment, and (B) to the extent that the application of clause
(A) of this sentence does not preserve the availability of such
accounting treatment, then, to the extent that any provision of
this Amendment disqualifies the transaction as a "pooling"
transaction (including, if applicable, this entire Amendment),
such provision shall be null and void as of the date hereof.  All
determinations under this paragraph shall be made by the
accounting firm whose opinion with respect to "pooling of
interests" is required as a condition to the consummation of
such transaction.

          3.   Paragraph 1.2 Compensation and General Benefits. 
The first sentence of paragraph 1.2(a) of the 1994 Agreement
shall be deleted and the following sentence substituted therefor:

               "(a) The Corporation shall pay to the
          Executive a base salary of not less than
          $700,000 per annum effective retroactively to
          January 1, 1996, such annual compensation
          being herein sometimes referred to as the
          'base salary.'"

          Paragraph 1.2(b) of the 1994 Agreement shall be amended
to read, in its entirety, as follows:

               "(b) The Corporation shall also pay to
          the Executive a performance bonus for each
          fiscal year beginning after December 31, 1995,
          of 100% of his base salary for such year (the
          'Target Bonus') if the Corporation meets its
          EBIT target for such year (as set by the
          Compensation Committee of the Board in the
          annual budget after consulting with senior
          management of the Corporation), plus a minimum
          of 25% of his annual base salary for such year
          if the Corporation exceeds such EBIT target by
          10% or more, plus a minimum of an additional
          25% of his base salary for such year if the
          Corporation exceeds such EBIT target by 20% or
          more; provided, however, that the Executive
          remains an employee of the Corporation on the
          last day of each such fiscal year for which a
          performance bonus is being paid, except that,
          in the event of the Executive's death or his
          qualification for a benefit under the Corpora-
          tion's long term disability plan (the 'LTD
          Plan'), the Executive shall be entitled to the
          entire bonus to which he would otherwise be
          entitled had he remained an employee of the
          Corporation as of the last day of the year in
          which such event of death or qualification
          occurred.  The performance bonus for any year
          shall be payable as soon as administratively
          feasible after it is determined and shall be
          paid in the form of cash or Common Stock
          (based on market price on the date of payment)
          or a combination thereof as selected by the
          Executive, but subject to such limitation on
          the number of shares as the Compensation
          Committee of the Board may have set for such
          year.  For the purposes of this Agreement and
          subject to extraordinary events, 'EBIT' shall
          mean the Corporation's consolidated earnings
          before interest and taxes, all determined in
          accordance with generally accepted accounting
          principles ('GAAP') consistently applied."

          Paragraph 1.2(c)(iv) of the 1994 Agreement shall be
amended to read, in its entirety, as follows:

               "(iv) In the event of a 'Change of
          Control' (as defined below), all outstanding
          option shares not previously vested shall vest
          on the date of such event provided the
          Executive is an employee of the Corporation on
          such date.  For the purpose of the 1994
          Agreement and this Amendment, 'Change of
          Control' means each of the following:

                    (A) A change in shareholder
               ownership of the Corporation, whereby a
               person or company, or a group of affili-
               
               ated persons or companies, acquires a
               sufficiently large block of Common Stock,
               which, when voted together with the
               shares of Common Stock of all other
               shareholders of the Corporation whose
               proxies or written consents are solicited
               by such person, company or group without
               the benefit of a management supported
               proxy statement at any meeting of the
               shareholders of the Corporation, would
               enable such person or company or group of
               affiliated persons or companies to elect
               a majority of the members of the Board;

                    (B)  A merger or consolidation of
               the Corporation with and into another
               company, other than with or into a
               wholly-owned subsidiary of the Corpora-
               tion, where the Corporation is not the
               surviving company; or the Corporation is
               the surviving company and the members of
               the Board immediately prior to the merger
               or consolidation do not constitute a
               majority of the Board of the surviving
               company after the merger or consolida-
               tion;

                    (C)  Whether such transaction
               results in a Change of Control pursuant
               to subparagraphs (A) or (B) above or not,
               the following events shall be deemed a
               Change of Control:  (i) a transaction or
               series of transactions pursuant to which
               Joseph Littlejohn & Levy Fund, L.P.,
               transfer substantially all of its benefi-
               cial ownership (within the meaning of
               Rule 13d-3 promulgated under the Secu-
               
               rities Exchange Act of 1934, as amended
               (the 'Exchange Act')) in the capital
               stock of the Corporation of any other
               person or group (within the meaning of
               Section 13(d)(3) or 14(d)(2) of the Ex-
               change Act), or (ii) substantially all of
               the outstanding capital stock of the
               Corporation is acquired by any person or
               group in one or more related transac
               tions; or

                    (D)  Any other kind of a corporate
               reorganization or takeover where:  (i)
               the Corporation is not the surviving
               company; or the Corporation is the sur-
               viving company and the members of the
               Board immediately prior to the reorgani-
               zation do not constitute a majority of
               the Board.

          With respect to the events described in sub-
          paragraphs (B), (C) and (D) above, the Change
          of Control shall be deemed to occur on the
          later of the transaction described in such
          subparagraph or a shareholder vote approving
          such a transaction."

          4.   Employment Period.  Paragraph 4.1 Duration of the
1994 Agreement is hereby amended to provide that the Employment
Period which commenced on August 1, 1994 shall be extended to
December 31, 1999, and unless previously terminated as provided
herein and therein, the Employment Period shall be extended
automatically for one (1) year after December 31, 1999, unless
prior to January 1, 1999, either party provides to the other
party written notice of the intent of such party not to extend.

          The following sentences shall be added at the end of
paragraph 4.1:

          "Further, notwithstanding any of the preceding
          provisions of this paragraph 4.1, if a Change
          of Control shall occur within the Employment
          Period, the Employment Period (unless previ-
          ously terminated as herein provided) shall be
          extended to the second anniversary of the
          Change of Control.  Further, notwithstanding
          any other provision hereof, any obligations of
          the Corporation or the Executive under this
          Agreement which by their nature may require
          either partial or total performance after the
          expiration of the Employment Period shall
          survive such expiration."

          5.   Termination Without Cause.  Paragraph 4.3 of the
1994 Agreement is hereby amended to read, in its entirety, as
follows:

               "4.3.  Termination Without Cause.  The
          Executive's employment may be terminated with-
          out 'cause,' as defined in paragraph 4.2 of
          the 1994 Agreement, at any time by the Board
          during the Employment Period or by the
          Executive for 'Good Reason', as defined in
          paragraph 4.5 of the 1994 Agreement and in
          each instance before a Change of Control
          occurs.  In such event, the Corporation shall
          pay to the Executive a severance payment equal
          to three (3) times the sum of (i) his base
          salary under paragraph 1.2(a) hereof for the
          last twelve-month period ending prior to such
          termination, plus (ii) an amount equal to the
          Executive's Target Bonus of 100% of his base
          salary regardless of whether such bonus was
          earned and paid under paragraph 1.2(b) hereof
          for the last fiscal year of the Corporation
          ending prior to such termination.  The sever-
          ance payment described in the immediately
          preceding sentence shall be made in thirty-six
          (36) equal monthly installments, commencing
          within thirty (30) days after date of termina-
          tion, except, if such termination occurs and
          this paragraph is invoked and a Change of
          Control subsequently occurs, payment of the
          balance of the severance payment, if any,
          shall be made in a single lump sum payment
          upon the Change of Control.  Payment under
          this paragraph 4.3 shall be in lieu of any
          other benefits that may otherwise be payable
          to the Executive under any severance pay plan
          or arrangement.  In the event Executive should
          die prior to the end of said thirty-six (36)
          month period, the unpaid portion of the sever-
          ance payment shall be paid in a lump sum to
          the Executive's surviving spouse, and if none,
          then to his estate."

          6.   Change of Control.  Paragraph 4.4 of the 1994
Agreement is hereby amended to read, in its entirety, as follows:

               "4.4.  Change of Control.  

                    (a)  The Executive's Agreement.  In
          the event of a Change of Control, upon receipt
          by the Executive of the Change of Control
          Payment, subject only to death, disability,
          termination of employment by the Executive for
          Good Reason (as defined in paragraph 4.5 of
          the 1994 Agreement) or termination of employ-
          ment by the Corporation, the Executive agrees
          to continue his employment pursuant to para-
          graph 1.1 hereof under the same terms and
          conditions and in the capacity set forth in
          the 1994 Agreement and herein during the one-
          year period immediately following a Change of
          Control (the 'Stay Period').  During the Stay
          Period, the Executive shall be entitled to all
          compensation and benefits as otherwise would
          be provided to the Executive during the
          Employment Period.  The parties recognize that
          it would be difficult to determine the amount
          of damages that will result to a prospective
          purchaser of the Corporation in the event the
          Executive should fail to perform his agreement
          to provide services to the Corporation during
          the Stay Period as provided in this paragraph
          4.4(a).  Accordingly, the Corporation and the
          Executive agree that as liquidated damages for
          the Executive's failure to perform such ser-
          vices and to remain in the employ of the
          Corporation as provided herein, the Executive
          agrees to reimburse the Corporation an amount
          equal to one-third of the Change of Control
          Payment (as defined in paragraph 4.4(b) below)
          less the amount of income and employment taxes
          attributable to such amount which have been or
          will be required to be paid by the Executive,
          but excluding from the amount to be repaid the
          Gross-up Payment (as defined in paragraph 8
          below), herein attributable to such amount,
          and to forfeit all but $100.00 of the Covenant
          Payment (as defined in paragraph 4.4(c) be-
          low), herein the 'Liquidation Amount'; provid-
          ed, in the event that (i) the Executive de-
          ducts any of the Liquidation Amount which has
          been paid to the Company pursuant to this
          paragraph 4.4(a) as a deductible expense under
          Section 165(c) of the Code and (ii) the Inter-
          nal Revenue Service allows a final refund of
          any income or employment taxes (including
          interest) no longer subject to audit (the
          'Refund') attributable to the Liquidation
          Amount, the Executive shall immediately pay
          the Refund to the Company.  The Corporation
          and the Executive agree that the payment of
          the Liquidation Amount by the Executive to the
          Corporation shall be the sole and exclusive
          remedy of the Corporation for the breach by
          Executive of the provisions of this paragraph
          4.4(a), and that paragraph 3 of the 1994
          Agreement shall not be applicable.

                    (b)  Payments Upon Change of
          Control.  Upon a Change of Control, the Corpo-
          ration shall pay to the Executive in a single
          lump sum an amount equal to the sum of (i) the
          amount which would otherwise be paid to the
          Executive under paragraph 4.3 hereof if the
          Executive was terminated by the Corporation
          without cause prior to a Change of Control
          (the 'Change of Control Payment') and (ii) the
          a Gross-Up Payment as provided in paragraph 8
          hereof.  The parties agree that the Change of
          Control Payment would be a parachute payment
          as described in Section 280G of the Internal
          Revenue Code of 1986, as amended (the 'Code')
          and subject to the excise tax imposed under
          Section 4999 of the Code.  The Change of
          Control Payment and the Gross-Up Payment shall
          be paid within fifteen (15) days after the
          Executive becomes entitled to payment pursuant
          to the immediately preceding sentence.  

                    (c)  Covenant Not to Compete and
          Payment.  Upon the occurrence of a Change of
          Control, (i) paragraph 2.1 of the 1994 Agree-
          ment shall no longer be applicable and (ii) if
          the Executive's employment with the Corpora-
          tion is terminated upon such Change of Control
          or at any time thereafter for any reason
          whatsoever, the Executive agrees to not enter
          into a Competitive Business (as defined below)
          (the 'Covenant Not to Compete') anywhere in
          the United States for a period of twenty-four
          (24) months after his termination of employ-
          ment (the 'Covenant Period').  In consider
          ation of such covenant, the Corporation shall
          pay to the Executive the sum of $1,000,000
          (the 'Covenant Payment') which shall be paid
          on a monthly basis of $41,666.66 commencing as
          of the first day of the month following his
          termination of employment and will continue as
          of the first day of each month thereafter
          during the Covenant Period.  Except with prior
          written consent of the Corporation, the Execu-
          tive shall not enter into the employ of,
          render services to, or invest in any person or
          entity that is in competition (or is actively
          planning to engage in competition) with the
          Corporation in any 'Competitive Business.' 
          Ownership of up to 1% of stock of a public
          company which is a Competitive Business shall
          not be deemed to violate the immediately
          preceding sentence.  Competitive Businesses
          shall include any business actively conducted
          by the Corporation at the Executive's
          termination of employment and any business
          which the Corporation plans to enter at the
          time of the Executive's termination of employ-
          ment pursuant to a business strategy in the
          development of which the Executive actively
          participated and which was adopted by the
          Board prior to the Executive's termination of
          employment.  By way of illustration, at the
          present time, the foodservice industry (de-
          fined as all aspects of away-from-home food
          preparation) would not be considered a Com-
          petitive Business in its entirety.  However,
          the production, marketing or distribution of
          frozen and refrigerated products to the seg-
          ments of the foodservice industry which the
          Corporation has currently targeted (for exam-
          ple, pizza toppings, pizza crusts, ethnic
          foods, kettle-cooked sauces, soups, and side
          dishes and branded and processed meat prod-
          ucts) would be Competitive Businesses.  Fur-
          ther, during the Covenant Period, except with
          prior written consent of the Corporation, the
          Executive shall not attempt to induce any
          other Corporation employee to be employed or
          perform services elsewhere.  Upon any viola-
          tion by the Executive of the non-compete or
          non-solicitation provisions of this Agreement,
          the Corporation shall be entitled to cease
          making the Covenant Payment after it provides
          written notice to the Executive that a viola-
          tion of this paragraph 4.4(c) has occurred,
          and the Executive has not ceased such viola-
          tion after a period of thirty (30) days.  The
          Corporation shall also have the right to seek
          damages and/or a temporary or permanent
          injunction against the Executive for violating
          this paragraph 4.4(c).  If any provision of
          this paragraph 4.4(c) is unenforceable because
          of its duration or the area covered, the court
          having jurisdiction can reduce the duration
          and/or area to the extent required to make it
          enforceable. 

                    (i)  Funding of Covenant Payment.  The
               Corporation agrees that in order to provide a
               source of funding for the Covenant Payment,
               immediately upon a Change of Control, the
               Corporation shall transfer the sum of
               $1,000,000 to the trustee of a 'rabbi trust'
               as described in Internal Revenue Procedure 92-
               64 (the 'Rabbi Trust').  The Covenant Payment
               will be held by and paid from the Rabbi Trust
               during the Covenant Period.  In accordance
               with the terms of the Rabbi Trust, (i) the
               assets of the Rabbi Trust will at all times be
               subject to the general creditors of the Corpo-
               ration and (ii) any earnings on the assets
               held in the Rabbi Trust during its existence
               shall be returned to the Corporation upon the
               termination of the Rabbi Trust. 

                    (ii)  Payment of Covenant Payment in
               Event of Death.  In the event of the
               death of the Executive during the Cove-
               nant Period, the balance of the Covenant
               Payment, if any, will be paid to the
               Executive's surviving spouse, and if
               none, then to his estate."

          7.   Additional Payments to Executive Upon Termination. 
Paragraph 4.7 of the 1994 Agreement is hereby amended to read, in
its entirety, as follows:

               "4.7.  Additional Payments to Executive
          Upon Termination.  In the event of the termi-
          nation of the employment of the Executive for
          any of the reasons provided in paragraphs 4.3,
          4.4 or 4.5 hereof, and in addition to all
          amounts required to be paid to the Executive
          by the Corporation, then during the thirty-six
          (36) month period following a termination
          pursuant to such paragraphs, and during the
          Covenant Period, the Executive shall be enti-
          tled to continue to participate in all of the
          Corporation's health plans and welfare plans
          (including life insurance policies), and after
          the expiration of such thirty-six (36) month
          period or such Covenant Period, the Executive
          shall then be eligible to elect COBRA continu-
          ation coverage under the Corporation's health
          plan.  During such thirty-six (36) month
          period and during the Covenant Period the
          Executive shall also be entitled to continue
          to receive all of the other welfare benefits
          and perquisites described in paragraph 1.2(c)
          at the higher of the level of such coverage
          and perquisites immediately prior to the
          Change of Control or immediately prior to such
          termination, provided, however, if the
          Executive is prohibited by law from partici-
          pating in such plans, the Corporation shall
          provide equivalent benefits."

          8.   Additional Payments by the Corporation.  Paragraph
8 of the 1994 Agreement is hereby amended to read, in its
entirety,
as follows:

               "8.  Additional Payment by the Corpora-
          tion.  Anything in this Agreement to the
          contrary notwithstanding, in the event it
          shall be determined that any right, payment or
          distribution by the Corporation to or for the
          benefit of the Executive, whether paid or
          payable or distributed or distributable pursu-
          ant to the terms of this Agreement or other-
          wise including by example and not by limita-
          tion, acceleration of the date of vesting or
          payment or rate of payment under any plan,
          program or arrangement of the Corporation or
          any payment under this paragraph 8 (the 'Pay-
          ment'), would be subject to the excise tax
          imposed by Section 4999 of the Code, or any
          interest or penalties with respect to such
          excise tax (such excise tax, together with any
          such interest and penalties, are hereinafter
          collectively referred to as the 'Excise Tax'),
          then, the Executive shall be entitled to
          receive an additional payment (the 'Gross-Up
          Payment') in an amount such that after payment
          by the Executive of all taxes on the Gross-Up
          Payment (including any interest or penalties
          imposed with respect to such taxes), the
          Executive retains an amount of the Gross-Up
          Payment equal to the Excise Tax imposed upon
          the Payment.  Provided, the parties agree that
          the Covenant Payment shall not be considered
          for any purposes as a parachute payment under
          Section 280G of the Code for which the Corpo-
          ration would be obligated to pay a Gross-Up
          Payment.  If the Executive receives a refund
          on any Excise Tax for which he received pay-
          ment hereunder, the Executive shall pay such
          refund (net of any applicable taxes) to the
          Corporation.  The amount of the Gross-Up
          Payment required to be paid to the Executive
          shall be determined by Coopers & Lybrand (the
          'Accounting Firm') which shall provide de-
          tailed supporting calculations both to the
          Corporation and to the Executive within fif-
          teen (15) business days of a Change of Control
          or at such earlier time as requested by the
          Corporation or the Executive.  The Gross-Up
          Payment determined under this paragraph 8
          shall be paid to the Executive within five (5)
          days of receipt of the Accounting Firm's
          determination.  The cost of performing all
          calculations with respect to termination of
          the applicable Gross-Up Payment shall be paid
          solely by the Corporation."

          9.   Boards.  The Corporation agrees that, for purposes
of paragraph 1.1(b) of the 1994 Agreement, its advance consent
shall be deemed to have been given as to the Executive's serving
as a member of the board of directors of each of the following
companies:  Arkwright Mutual Insurance Company, Hancock Fabrics,
Inc., Autocraft Industries, Inc., ENTEX Information Services,
Inc. and Del Monte Corporation.

          10.  Amendments.  Subject to applicable law, this
Amendment may be amended only in writing signed by each of the
parties hereto.

          11.  Headings.  The descriptive headings of the several
paragraphs of this Amendment are inserted for convenience only
and do not constitute a part of this Amendment.

          12.  Governing Law.  The 1994 Agreement and this
Amendment and the legal relations between the parties shall be
governed by and construed in accordance with the laws of the
State of Oklahoma.

          13.  1994 Agreement.  The 1994 Agreement, as amended by
this Amendment, shall constitute the entire agreement between the
parties as to the subject matter hereof and shall be in full
force and effect as herein provided.

          IN WITNESS WHEREOF, the parties hereto have executed
this First Amendment to Employment Agreement as of the day and
year first above written.


CORPORATION:                  FOODBRANDS AMERICA, INC.


                              By /s/ Bryant P. Bynum          
                                Bryant P. Bynum
                                Vice President



EXECUTIVE:                    /s/ R. Randolph Devening        
                              R. Randolph Devening