ThZeal - The Zeal

CORRESP 1 filename1.htm statement.htm

December 1, 2009

VIA EDGAR CORRESPONDENCE AND FEDERAL EXPRESS

Ms. Sandy Eisen

Division of Corporate Finance

United States Securities and Exchange Commission

Mail Stop 4628

100 F Street, N.E.

Washington, DC 20549-4628

Re: Darling International Inc.

Form 10-K for Fiscal Year Ended January 3, 2009

Filed March 4, 2009

Form 10-Q for the Fiscal Quarter Ended July 4, 2009

Filed August 13, 2009

Schedule 14A

Filed April 3, 2009

File No. 1-13323

Dear Ms. Eisen:

On behalf of Darling International Inc., a Delaware corporation (the “Company”), I hereby submit the following statement pursuant to the comments made by the staff (“Staff”) of the Securities and Exchange Commission (the “Commission”) in its letter of November 2, 2009 addressed to the Company in connection with the Company’s Form 10-K filed on March 4, 2009 (the “Form 10-K”), the Company’s Form 10-Q filed on August 13, 2009 (the “Form 10-Q”), and the Company’s Schedule 14A filed on April 3, 2009 (the “2009 Proxy Statement” and together with the Form 10-K and the Form 10-Q, the “Filings”).

The Company acknowledges that:

·	the Company is responsible for the adequacy and accuracy of the disclosure in the Filings;

·	Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the Filings; and

·	the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Sincerely yours,

/s/ John O. Muse

John O. Muse

Executive Vice President -

Finance and Administration