FORM 8-A



                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C.  20549
                    ___________________________________




             For Registration of Certain Classes of Securities
                  Pursuant to Section 12(b) or (g) of the
                      Securities Exchange Act of 1934



                         FOODBRANDS AMERICA, INC.
           _____________________________________________________
          (Exact name of Registrant as specified in its charter)



        Delaware                                  13-2535513 
________________________________________       ________________
(State of incorporation or organization)         (IRS Employer 
                                              Identification No.)


1601 Northwest Expressway
Suite 1700
Oklahoma City, Oklahoma                               73118
________________________________________        ________________
(Address of principal executive offices)            (Zip Code)  


Securities to be registered pursuant to Section 12(b) of the Act:


Title of each class             Name of each exchange on which
to be so registered             each class is to be registered
___________________             _______________________________

   Common Stock                   New York Stock Exchange, Inc.


Securities to be registered pursuant to Section 12(g) of the Act:


                                   None
                              ______________
                              Title of Class



Item 1.        Description of Registrant's Securities to be 
               Registered.

          The securities of the Registrant to be registered
consist of Common Stock, par value $0.01.

          The Registrant has authorized 20,000,000 shares of
Common Stock.  Subject to the preferential rights of holders of
preferred stock, of which 4,000,000 shares, par value $0.01, are
authorized but no shares have been issued, the holders of Common
Stock are entitled to receive, pro rata, dividends, when, if and
as declared by the Board of Directors from any funds lawfully
available therefor.

          In the event of a liquidation, dissolution or winding
up of the Registrant, the holders of Common Stock are entitled to
participate ratably in the distribution of assets remaining after
payment of liabilities.  The Common Stock does not have any
preemptive rights or redemption or sinking fund provisions.  The
issued and outstanding shares of Common Stock are fully paid and
nonassessable.  Holders of Common Stock are entitled to vote at
all meetings of stockholders of the Registrant for election of
directors and for other purposes.  Holders have one vote for each
share of Common Stock held.  The Common Stock does not have
cumulative voting rights, thus holders of more than 50% of the
shares voting can elect all directors.

          Certain provisions of the Amended and Restated
Certificate of Incorporation and the Credit Agreement may delay,
deter or prevent a stockholder or group of stockholders from
taking corporate action or gaining control of the Registrant. 
The Amended and Restated Certificate of Incorporation requires
the Registrant's Board of Directors to be divided into three
classes, with directors in each class serving successive three
year terms.  It further provides that the affirmative vote of the
holders of seventy-five percent (75%) of the shares of Common
Stock entitled to vote thereon shall be required to delete,
modify or amend any provision of Article Sixth of the Certificate
of Incorporation which provides for a classified Board of
Directors.  The foregoing provision of the Registrant's
Certificate of Incorporation can be amended only by the
affirmative vote of seventy-five percent (75%) of the shares
of Common Stock entitled to vote thereon.

          For information regarding certain transfer restrictions
on the Common Stock, see "Proposal III.  The Merger --
Preservation of Tax Benefits" in the Proxy Statement/Prospectus
dated April 10, 1995, that constitutes a part of the Registration
Statement on Form S-4 (Registrant No. 33-57773) is incorporated
herein by reference.

          Section 203 of the Delaware General Corporation Law
("Section 203") prohibits a publicly-held Delaware corporation
from engaging in a "business combination" with an "interested
stockholder" for a period of three years after the date of the
transaction in which the person became an interested stockholder
unless (i) prior to the date of the business combination, the
transaction is approved by the corporation's board of directors,
(ii) upon consummation of the transaction which resulted in the
stockholder becoming an interested stockholder, the interested
stockholder owns at least 85% of the outstanding voting stock, or
(iii) on or after such date the business combination is approved
by the corporation's board of directors and by the affirmative
vote of at least 66 2/3% of the outstanding voting stock which is
not owned by the interested stockholder.  A "business
combination" includes mergers, asset sales and other transactions
resulting in a financial benefit to the stockholder.  An
"interested stockholder" is a person who, together with
affiliates and associates, owns, or within three years did own,
15% or more of the corporation's voting stock.  The Registrant is
subject to Section 203.

Item 2.   Exhibits.

          The following exhibits have been furnished to the New
York Stock Exchange:

          1.   Annual report on Form 10-K for the year ended
December 31, 1994.

          2.   Form 10-Q for the periods ending March 31, June
30, and September 30, 1994.  Current Reports on Form 8-K dated
May 8, 1995, May 30, 1995 and December 22, 1995.

          3.   Definitive Proxy Statement for the Annual Meeting
of Shareholders held May 16, 1995.

          4.(a).  Certificate of Incorporation and all amendments
thereto.

            (b).  Bylaws.

            (c).  1992 Incentive Stock Plan, as amended.

            (d).  1995 Non-Employee Directors' Deferred Stock
Compensation Plan.

            (e).  Form of 1995 Stock Option Agreement.

          5.   Specimen stock certificate.

          6.   1994 Annual Report to shareholders.


                                SIGNATURES

          Pursuant to the requirements of Section 12 of the
Securities Exchange Act of 1934, the Registrant has duly caused
this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized.

                               FOODBRANDS AMERICA, INC.


                               By:  /s/  Bryant P. Bynum        
                                  Bryant P. Bynum
                                  Vice President-Planning and
                                  Corporate Finance and Treasurer


January 22, 1996