8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 Date of report (Date of earliest event reported)May 11, 2009                        

DARLING INTERNATIONAL INC.

(Exact Name of Registrant as Specified in Charter)

Delaware	000-24620	36-2495346
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

251 O’CONNOR RIDGE BLVD., SUITE 300, IRVING, TEXAS                   75038

(Address of Principal Executive Offices)                                                      (Zip Code)

Registrant’s telephone number, including area code:                       (972) 717-0300

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

        /  /   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

       /  /     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

       /  /     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

       /  /     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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Item 2.02 Results of Operations and Financial Condition.   On May 14, 2009, Darling International Inc. issued a press release announcing financial results for the quarter ended April 4, 2009. A copy of this press release is attached hereto as Exhibit 99.1.   On May 11, 2009, Darling International Inc. issued a press release announcing its conference call and webcast for the Company's financial results for the quarter ended April 4, 2009. A copy of this press release is attached hereto as Exhibit 99.2.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

99.1 99.2 Press Release dated  May 14, 2009  (furnished pursuant to Item 2.02). Press Release dated  May 11, 2009  (furnished pursuant to Item 2.02).

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		DARLING INTERNATIONAL INC.
Date:   May 14, 2009	By:	/s/  John O. Muse
		John O. Muse
		Executive Vice President,
		Finance and Administration

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EXHIBIT LIST

99.1 Press Release dated  May 14, 2009  (furnished pursuant to Item 2.02).  

99.2 Press Release dated  May 11, 2009  (furnished pursuant to Item 2.02).

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EX-99.1

Exhibit 99.1

    NEWS RELEASE

                 For Immediate Release

DARLING INTERNATIONAL ANNOUNCES

FIRST QUARTER 2009 RESULTS

May 14, 2009 – IRVING, TEXAS  –  Darling International Inc. (NYSE: DAR)today reported first quarter net income of $4.8 million, or $0.06 per share, for the first quarter ended April 4, 2009.  Sales and results of operations for the first quarter as compared to the same period of the prior year are as follows:

For the first quarter of 2009, the Company reported net sales of $133.0 million as compared to $202.0 million for the first quarter of 2008.  Lower finished product prices and reduced raw material volume accounted for the majority of the $69.0 million decrease.

Net Income for the first quarter of 2009 decreased to $4.8 million, or $0.06 per share, as compared to $21.5 million, or $0.26 per share, for the 2008 comparable period.  The $16.7 million decrease in net income for the first quarter resulted primarily from lower finished product prices and decreases in both volume and yield of raw material, which were partially offset by lower energy costs related to natural gas and diesel fuel.

Darling International Inc. Chairman and Chief Executive Officer Randall Stuewe said “We are off to an improved start in first quarter 2009 versus the challenges we faced in the fourth quarter 2008.  The major optics of our business are presently favorable relative to history, however, raw material volumes remain sluggish.  Overall, we are pleased with our performance in first quarter as we were able to reduce our operating costs to compensate for the lower input volumes.”

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Darling International will host a conference call to discuss the Company’s first quarter 2009 financial results at 10:00 am Eastern Time (9:00 am Central Time) on Friday, May 15, 2009.

To listen to the conference call, participants calling from within North America should dial 800-860-2442; international participants should dial 412-858-4600.  Please refer to access code 430571.  Please call approximately ten minutes before the start of the call to ensure that you are connected.

The call will also be available as a live audio webcast that can be accessed on the company website at http://www.darlingii.com/investors.aspx.  Beginning two hours after its completion, a replay of the call can be accessed until May 29, 2009, by dialing 877-344-7529 domestically, or 412-317-0088 if outside North America.  The access code for the replay 430571.  The conference call will also be archived on the Company’s website.

Darling International Inc. is the largest publicly traded, food processing by-products recycling company in the United States. The Company recycles used restaurant cooking oil and by-products from the beef, pork and poultry processing industries into useable products such as tallow, feed-grade fats, meat and bone meal, and hides. These products are primarily sold to agricultural, leather, oleo-chemical and bio-diesel manufacturers around the world.  In addition, the Company provides grease trap collection services and sells equipment to restaurants.

For additional information, visit the Company’s web site at http://www.darlingii.com.

{This media release contains forward-looking statements regarding the business operations and prospects of Darling and industry factors affecting it. These statements are identified by words such as "may," "will,"  " begin, " " look forward, "  "expect," "believe," "intend," "anticipate," "should", "estimate," “continue," “momentum” and other words referring to events to occur in the future. These statements reflect Darling's current view of future events and are based on its assessment of, and are subject to, a variety of risks and uncertainties beyond its control, including the unprecedented turmoil existing in world financial, credit, commodities and stock markets,  a decline in consumer confidence and discretionary spending,  the general performance of the U.S. economy, and global demands for grain and oilseed commodities, which have exhibited volatility, and bio-fuels that could cause actual results to differ materially from those projected in the forward-looking statements. Other risks and uncertainties regarding Darling, its business and the industry in which it operates are referenced from time to time in the Company’s filings with the Securities and Exchange Commission.  Darling is under no obligation to (and expressly disclaims any such obligation to) update or alter its forward-looking statements whether as a result of new information, future events or otherwise.}

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Darling International Inc.

Consolidated Operating Results

For the Periods Ended April 4, 2009 and March 29, 2008

(Dollars in thousands, except per share amounts)

(Unaudited)

	Three Months Ended
	April 4 2009			March 29 2008			$ Change Favorable/  (Unfavorable)
Net sales	$	133,000		$	201,956		$	(68,956	)
Costs and expenses:
Cost of sales and operating expenses		103,543			146,296			42,753
Selling, general and administrative expenses		14,757			14,701			(56	)
Depreciation and amortization		5,937			5,792			(145	)
Total costs and expenses		124,237			166,789			42,552
Operating income/(loss)		8,763			35,167			(26,404	)
Other income/(expense):
Interest expense		(658	)		(845	)		187
Other, net		(237	)		167			(404	)
Total other income/(expense)		(895	)		(678	)		(217	)
Income/(Loss) from operations before income taxes		7,868			34,489			(26,621	)
Income taxes		(3,058	)		(13,028	)		9,970
Net income	$	4,810		$	21,461		$	(16,651	)
Basic income per share:	$	0.06		$	0.26		$	(0.20	)
Diluted income per share:	$	0.06		$	0.26		$	(0.20	)

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FOR MORE INFORMATION CONTACT:
John O. Muse, Executive Vice President of	251 O’Connor Ridge Blvd., Suite 300
Finance and Administration, or	Irving, Texas 75038
Brad Phillips, Treasurer	Phone: 972-717-0300

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EX-99.2

Exhibit 99.2

DARLING INTERNATIONAL ANNOUNCES

FIRST QUARTER 2009 EARNINGS CONFERENCE CALL AND WEBCAST

 May 11, 2009 – IRVING, TEXAS –  Darling International Inc. (NYSE: DAR)will hold a conference call and webcast on Friday, May 15, 2009 to discuss the Company’s first quarter 2009 financial results.  The teleconference will begin at 10:00 a.m. Eastern Time and will be hosted by Mr. Randall Stuewe, CEO and Chairman of the Board, and Mr. John Muse, Executive Vice President of Finance and Administration.  The related press release will be issued after the market closes on May 14, 2009.

To participate in the teleconference, please dial 800-860-2442 a few minutes before the scheduled start time. International callers are invited to call 412-858-4600.  Please refer to confirmation code 430571.  A replay of the call will be available one hour after the completion of the call.  To access the replay, please dial 877-344-7529, or if you are calling internationally, dial 412-317-0088. Please refer to confirmation code 430571.  The live webcast and archived replay also can be accessed on the Company’s web site at http://www.darlingii.com/investors.aspx.

Darling International Inc. is the largest publicly traded, food processing by-products recycling company in the United States. The Company recycles used restaurant cooking oil and by-products from the beef, pork and poultry processing industries into useable products such as tallow, feed-grade fats, meat and bone meal, and hides. These products are primarily sold to agricultural, leather, oleo-chemical and bio-diesel manufacturers around the world.  In addition, the Company provides grease trap collection services and sells equipment to restaurants. For additional information, visit the company’s Web site at www.darlingii.com.

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