EXHIBIT 10.17

                 GENERAL RELEASE AND SEPARATION AGREEMENT

     This Agreement is made and entered into this 25 day of May
1995, by and between Larry P. Swafford located at 3100 NW
Expressway, Apt. 516, , Oklahoma City, OK  73120 (hereinafter
"Swafford") and Foodbrands America, Inc. located at 2601 NW
Expressway, Oklahoma City, OK  73112, (hereinafter "Company").

     WHEREAS, Swafford's employment with the Company will be
terminated effective June 30, 1995;
     NOW THEREFORE, the parties agree as follows:

     1.   In exchange for the promises of the Company made in
Paragraph 2 below, Swafford agrees to:
          (a)  release, discharge and covenant not to sue the
Company and its officers, directors, employees, agents,
successors and assigns with respect to any and all manner of
actions, causes of action, suits, debts, claims, demands, sums of
money, compensation, contracts, controversies, agreements,
promises, damages, costs and liabilities of any kind or character
whatsoever, known or unknown, arising out of or relating in any
manner to his employment at the Company, or the termination
thereof, including but without limiting the generality of the
foregoing, all claims and causes of actions arising under Title
VII of the Civil Rights Act of 1964, 42 U.S.C. Sec. 2000(e) et
seq., the Age Discrimination in Employment Act, 29 U.S.C. Sec.
621 et seq., any other federal, state or local law, statute,
ordinance or executive order, and all claims for wages, vacation
pay, separation pay, or other benefits (except as provided in
Paragraph 3 below);
          (b)  keep confidential the existence and terms of this
Agreement, except for disclosure to his immediate family members.

     2.   In exchange for the promises of Swafford in Paragraph 1
above, the Company agrees to:
          (a)  pay Swafford after executing this Agreement,
severance pay in the lump-sum amount of $400,000 (less standard
payroll deductions for federal, social security taxes);
          (b)  pay Swafford $70,000 (less standard payroll
deductions for federal, social security taxes) representing a
one-time bonus per employment contract;
          (b)  pay Swafford compensation for his unpaid vacation,
said payment to be sent to him at the above stated address not
later than June 30, 1995;
          (c)  pay Swafford his current salary through June 30,
1995 and medical insurance benefits through July 31, 1995
requiring Swafford to pay his portion of benefits for July; and
          (d)  offer Swafford, effective August 1, 1995, the
option of continuing and converting existing medical insurance
coverage, which ends effective July 31, 1995, in accordance with
the Consolidated Omnibus Budget Reconciliation Act of 1985
("COBRA").
          (e)  provide Swafford with one year of outplacement
counseling services through a professional outplacement firm or
until he locates new employment, whichever is earlier.

     3.        Swafford retains any and all rights accrued in his
behalf as a result of his participation in the Doskocil Companies
Retirement and Profit Sharing Plan (401(k)) under the terms and
conditions set forth in said plan as of the date of termination
of his employment.

     4.   The parties agree and understand that the release of
claims agreed to herein by Swafford is not intended to, and will
not, affect the enforceability of this Agreement in any
subsequent proceeding for breach of this General Release and
Separation Agreement, and is otherwise not intended to, and will
not affect the enforceability of the Company's promises
contained in Paragraph 2 above.

     5.   The parties further agree that after Swafford signs
this Agreement,  he has seven (7) calendar days to revoke it.  If
he desires to revoke it, a written revocation must be delivered
to the Director of Human Resources at the Company, within seven
(7) calendar days of signing this Agreement.

     6.   The parties further agree and acknowledge that they
have read this General Release and Separation Agreement and agree
that this document constitutes the full, complete and entire
Agreement between the parties and supersedes all proposals, oral
or written, and all prior memoranda, policies, practices, and all
prior negotiations, conversations or discussions between the
parties relating to the subject matter of this Agreement.

     SWAFFORD ACKNOWLEDGES THAT HE HAS READ AND FULLY UNDERSTANDS
THE FORGOING PROVISIONS OF THIS GENERAL RELEASE AND SEPARATION
AGREEMENT, MAY HAVE AT LEAST TWENTY-ONE (21) DAYS TO EVALUATE THE
TERMS OF THIS AGREEMENT, HAS BEEN ADVISED TO CONSULT WITH COUNSEL
BEFORE SIGNING THIS AGREEMENT, AND FREELY AND WITHOUT
RESERVATIONS ENTERS INTO THIS AGREEMENT.

     IN WITNESS WHEREOF, Swafford has caused his name to be
hereunto subscribed this 30th day of June 1995.

     IN WITNESS WHEREOF, the Company has also caused its
corporate name to be hereunto subscribed this 30th day of June
1995.



                                   FOODBRANDS AMERICA, INC.
                                        


(Larry P. Swafford)                by:  (Kay Titchenal)
_____________________              _____________________________
Larry P. Swafford                       
                                   Its: Director Human Resources