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                                                                   EXHIBIT 10.35

                      DOSKOCIL MANUFACTURING COMPANY, INC.
                               A TEXAS CORPORATION


                            STATEMENT OF DESIGNATION
                                       OF
                            SERIES D PREFERRED STOCK


                  The undersigned, Larry Rembold, President and Chief Executive
Officer of Doskocil Manufacturing Company, Inc., a corporation organized and
existing under and by virtue of the Texas Business Corporation Act, as amended
(the "TBCA"), hereby certifies as follows:

                  FIRST: The name of the corporation is Doskocil Manufacturing
Company, Inc. (the "CORPORATION").

                  SECOND: The Board of Directors of the Corporation duly adopted
a resolution as of October 12, 1999 adopting this Statement of Designation of
Series D Preferred Stock of the Corporation.

                  THIRD: The resolution adopting this Statement of Designation
of Series D Preferred Stock was duly adopted by all necessary action of the part
of the Corporation.

                  FOURTH: The following is a true and correct copy of the
preferences and relative and other rights, and the qualifications, limitations
or restrictions of the Series D Preferred Stock as approved pursuant to the
foregoing resolution:



                  The rights, preferences, privileges and restrictions granted
to and imposed upon the Series D Preferred Stock are as set forth below:

                  .1 Designation. The fourth series of the Corporation Preferred
Stock shall be designated "SERIES D PREFERRED STOCK."


                  .2 Number of Shares. The number of shares constituting the
Series D Preferred Stock shall be 500,000 shares.


                  .3 Dividend Provisions.


                  (a) Subject to (i) the rights of any series of Preferred
Stock, other than the Series C Preferred Stock, which may from time to time come
into existence, and (ii) any loan covenant or other provision for the benefit of
the holders of Senior Debt contained in any document or agreement evidencing
Senior Debt, the holders of shares of Series D Preferred Stock shall be entitled
to receive (i) cash dividends, out of any assets legally available therefor,
prior and in preference to any declaration or payment of any dividend on the
Common Stock or any Series C


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Preferred Stock, or (ii) additional fully-paid and non-assessable shares of
Series D Preferred Stock, at the annual dividend rate of 12% per annum, payable
quarterly in arrears on January 1, March 1, July 1 and September 1 of each year
beginning January 1, 2000. Such dividends shall accrue on each outstanding share
of Series D Preferred Stock commencing on the date of issuance thereof, whether
or not earned or declared. Such dividends shall be cumulative so that, if such
dividends in respect of any previous or current annual dividend period, at the
annual rate specified above, shall not have been paid, the deficiency shall,
subject to the rights of any series of Preferred Stock which may from time to
time come into existence, other than the Series C Preferred Stock, first be
fully paid before any dividend or other distribution shall be paid on or
declared and set apart for the Common Stock or the Series C Preferred Stock.
Except as provided in subsection (b) below, any accumulation of dividends on the
Series D Preferred Stock shall not bear interest.


                  "SENIOR DEBT" shall mean all principal of, premium and
interest (including, without limitation, any interest which accrues (or which
would accrue but for such case, proceeding or other action) after the
commencement of any case, proceeding or other action relating to the bankruptcy,
insolvency or reorganization of this corporation (whether or not such interest
is allowed or allowable as a claim in such case, proceeding or other action)) on
any indebtedness created, incurred, assumed or guaranteed by this corporation
and its subsidiaries (present or future), whether now existing or hereafter
arising, due or to become due, absolute or contingent, liquidated or
unliquidated, determined or undetermined, under any working capital or other
credit agreement or facility with a lender, any debt issued to the public
pursuant to a private placement or registration statement filed with and
declared effective by the Securities and Exchange Commission, any debt incurred
in connection with any past or future acquisitions by this corporation and its
subsidiaries (present and future), and any sale/leaseback financing on equipment
or real property of this corporation or its subsidiaries (present and future).


                  (b) If, on any dividend payment date, the holders of Series D
Preferred Stock shall not have received the full quarterly dividend provided for
herein (the "UNPAID DIVIDEND"), then the holders of Series D Preferred Stock
shall also be entitled to additional dividends on such Unpaid Dividends
(collectively, the "ADDITIONAL DIVIDENDS"). Additional Dividends shall also be
cumulative and shall accrue at the same rate as dividends are then accruing on
the Series D Preferred Stock, whether or not declared, for each succeeding
dividend period during which accumulated annual dividends, or Additional
Dividends thereon, shall remain unpaid.


                  .4 Liquidation Preference.


                  (a) In the event of any liquidation, dissolution or winding up
of this corporation, either voluntary or involuntary, subject to (i) the rights
of any other series of Preferred Stock that may from time to time come into
existence, other than the Series C Preferred Stock and (ii) any loan covenant or
other provision for the benefit of the holders of Senior Debt contained in any
document or agreement evidencing Senior Debt, the holders of Series D Preferred
Stock shall be entitled to receive, prior and in preference to any distribution
of any of the assets of this


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corporation to the holders of Common Stock and Series C Preferred Stock, an
amount per share equal to $100 per share of Series D Preferred Stock (as
adjusted for any stock dividends, subdivisions, combinations or
reclassifications with respect to such shares) plus all accrued but unpaid
dividends on such share (the "SERIES D LIQUIDATION PRICE"). If upon the
occurrence of such event and after payment in full of the liquidation preference
of any other series of Preferred Stock that may from time to time come into
existence, other than the Series C Preferred Stock, the assets and funds thus
distributed among the holders of the Series D Preferred Stock shall be
insufficient to permit the payment to such holders of the full aforesaid
preferential amounts, then, the entire assets and funds of this corporation
legally available for distribution after payment in full of the liquidation
preference of any other series of Preferred Stock that may from time to time
come into existence, other than the Series C Preferred Stock, shall be
distributed ratably among the holders of the Series D Preferred Stock in
proportion to the amount of such stock owned by each such holders.


                  (b) Upon the completion of (i) the distributions to the
holders of Series D Preferred Stock required by Section 3.4(a) and (ii) the
distributions to the holders of the Series C Preferred Stock required by Section
2.4(a) and (iii) any other distribution that may be required with respect to
series of Preferred Stock that may from time to time come into existence, if
assets remain in this corporation, the holders of the Common Stock of this
corporation (based on the number of shares of Common Stock held by each), shall
receive all of the remaining assets of this corporation.


                  .5 Exchange and Replacement of Certificates.


                  (a) This corporation shall keep at its principal office (or
such other place as this corporation reasonably designates) a register for the
registration of shares of Series D Preferred Stock. Upon the surrender of any
certificates representing shares of Series D Preferred Stock at such place, this
corporation shall, at the request of the registered holder of such certificate,
execute and deliver a new certificate or certificates in exchange therefor
representing in the aggregate the number of shares represented by the
surrendered certificate (and this corporation forthwith shall cancel such
surrendered certificate), subject to the requirements of all applicable
securities laws and the Securityholders Agreement. Each such new certificate
shall be registered in such name and shall represent such number of shares as is
requested by the holder of the surrendered certificate and shall be
substantially identical in form to the surrendered certificate. The issuance of
new certificates shall be made without charge to the holders of the surrendered
certificates or any issuance tax in respect thereof or other costs incurred by
this corporation in connection with such issuance; provided, that this
corporation shall not be required to pay any tax which may be payable in respect
of any transfer involved in the issuance and delivery of any certificate in a
name other than that of the holder of the surrendered certificate.


                  (b) Upon receipt of evidence reasonably satisfactory to this
corporation (an affidavit of the registered holder shall be satisfactory) of the
ownership and the loss, theft, destruction or mutilation of any certificate
evidencing one or more shares of Series D Preferred


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Stock and, in the case of any such loss, theft or destruction, upon receipt of
indemnity reasonably satisfactory to this corporation, or in the case of any
such mutilation, upon surrender of such certificate, this corporation shall
execute and deliver in lieu of such certificate a new certificate of like kind
representing the number of shares represented by such lost, stolen, destroyed or
mutilated certificate dated the date of such lost, stolen, destroyed or
mutilated certificate. The term "OUTSTANDING" when used in this Article is
referenced to shares of the Series D Preferred Stock as of any particular time
and shall not include any such shares represented by any certificate in lieu of
which a new certificate has been executed and delivered by this corporation in
accordance with this provision but shall include instead those shares
represented by such new certificate.


                  .6 Redemption.


                  (a) Subject to (i) the rights of series of Preferred Stock
which may from time to time come into existence, other than the Series C
Preferred Stock and (ii) any loan covenant or other provision for the benefit of
the holders of Senior Debt contained in any document or agreement evidencing
Senior Debt, this corporation may at any time it may lawfully do so, at the
option of the Board of Directors, redeem in whole or in part the Series D
Preferred Stock by paying in cash per share a sum equal to $100 per share of
Series D Preferred Stock (as adjusted for any subsequent stock dividends, stock
splits or recapitalizations of the Series D Preferred Stock) plus all accrued
but unpaid dividends, if any, on such shares (the "SERIES D REDEMPTION PRICE").
Any redemption effected pursuant to this subsection 3.6(a) shall be made on a
pro rata basis among the holders of the Series D Preferred Stock based upon the
number of shares of Series D Preferred Stock held by each such holder in
proportion to the total number of shares of Series D Preferred Stock then held
by all such holders. In the event of any redemption pursuant to this subsection
3.6(a), at least ten (10) but no more than sixty (60) days prior to any such
redemption, written notice (the "Series D Redemption Notice") shall be mailed,
first class postage prepaid, to each holder of record (at the close of business
on the business day next preceding the day on which notice is given) of the
Series D Preferred Stock to be redeemed, at the address last shown on the
records of this corporation for such holder, notifying such holder of the
redemption to be effected, specifying the number of shares to be redeemed from
such holder, the date such redemption is to occur, the Series D Redemption
Price, the place at which payment may be obtained and calling upon such holder
to surrender to this corporation, in the manner and at the place designated,
his, her or its certificate or certificates representing the shares to be
redeemed.


                  (b) Except as provided in this subsection 3.6(b), on or after
the date of any redemption pursuant to Section 3.6 hereof, each holder of Series
D Preferred Stock to be redeemed shall surrender to this corporation the
certificate or certificates representing such shares, and thereupon the Series D
Redemption Price of such shares shall be payable to the order of the person
whose name appears on such certificate or certificates as the owner thereof and
each surrendered certificate shall be cancelled. In the event less than all the
shares represented by any such certificate are redeemed, a new certificate shall
be issued representing the unredeemed shares. From and after the date of mailing
of the Series D Redemption Notice, unless there shall have been a default in
payment of the Series D Redemption Price, all rights of the holders of


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shares of Series D Preferred Stock designated for redemption (except the right
to receive the Series D Redemption Price upon surrender of their certificate or
certificates), including, without limitation, the right to receive dividends
thereon, shall cease with respect to such shares, and such shares shall not
thereafter be transferred on the books of this corporation or be deemed to be
outstanding for any purpose whatsoever. Upon consummation of any redemption of
the Series D Preferred Stock, if the funds of this corporation legally available
for redemption of shares of Series D Preferred Stock on the date of mandatory
redemption under Section 3.6 are insufficient to redeem the total number of
shares of Series D Preferred Stock to be redeemed on such date, subject to the
rights of any series of Preferred Stock which may from time to time come into
existence, those funds which are legally available will be used to redeem the
maximum possible number of such shares ratably among the holders of such shares
to be redeemed based upon their holdings of Series D Preferred Stock. The shares
of Series D Preferred Stock not redeemed on the date of any mandatory redemption
shall remain outstanding and shall be entitled to all the rights and preferences
provided herein, including, without limitation, accrual of dividends pursuant to
Section 3.3. At any time thereafter when additional funds of this corporation
are legally available for the redemption of shares of Series D Preferred Stock,
subject to the rights of any series of Preferred Stock which may from time to
time come into existence in compliance herewith, other than the Series C
Preferred Stock, such funds will immediately be used to redeem the balance of
the shares which this corporation has become so obliged to redeem but which it
has not redeemed.


                  .7 Conversion. The Series D Preferred Stock shall have no
rights to convert into any other equity security of this corporation.


                  .8 Voting Rights. The Series D Preferred Stock shall have no
voting rights other than those provided by law or in the Protective Provisions
set forth below in Section 3.9.


                  .9 Protective Provisions.


                  (a) So long as any shares of Series D Preferred Stock are
outstanding, this corporation shall not, without first obtaining the approval
(by vote or written consent) of the holders of at least a majority of the then
outstanding shares of Series D Preferred Stock:


                       (i) amend this corporation's Articles of Incorporation
to, or otherwise, alter or change the rights, preferences, privileges or
restrictions of the shares of Series D Preferred Stock so as to affect adversely
such shares; or


                       (ii) authorize or issue, or obligate itself to issue, any
other equity security, including any other security convertible into or
exercisable for any equity security having a preference over, or being on a
parity with, the Series D Preferred Stock with respect to redemption, dividends
or liquidation payments; or


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                       (iii) redeem or purchase or otherwise acquire shares of
any class of stock of this corporation, directly or indirectly, other than (A)
redemptions of Series D Preferred Stock pursuant to the provisions of Section
3.6 or (B) repurchases of options or capital stock issued upon exercise of
options from employees, officers, directors or consultants; (in addition, if at
any time there shall be either (A) accrued and unpaid dividends on any shares of
Series D Preferred Stock then outstanding or (B) any redemption required by
Section 3.6 to be made of shares of Series D Preferred Stock then outstanding
which has not been made, no dividends whatsoever of any kind may be paid upon,
nor may any distribution of any kind be made upon any share of any class of
stock of this corporation other than the Series D Preferred Stock).


                  (b) If this corporation shall in any manner subdivide (by
stock-split, stock dividend or otherwise) or combine (by reverse stock-split or
otherwise) the outstanding shares of Series D Preferred Stock, the liquidation
payment per share, the redemption price per share and the number of shares
required to be redeemed shall be proportionately reduced or increased, as the
case may be.


                  IN WITNESS WHEREOF, this Statement of Designation has been
signed by the undersigned on October 12, 1999.




                            ----------------------------------------------------
                            Larry Rembold, President and Chief Executive Officer




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