SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* NADER TAVAKOLI (Last) (First) (Middle) 551 FIFTH AVENUE 34TH FLOOR (Street) NEW YORK NY 10176 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 10/03/2003	3. Issuer Name and Ticker or Trading Symbol DARLING INTERNATIONAL INC [ DAR ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year) 10/03/2003
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	664,724(1)	D
Common Stock	5,833,721(2)(3)(4)	I	FN 5,6(5)(6)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* NADER TAVAKOLI (Last) (First) (Middle) 551 FIFTH AVENUE 34TH FLOOR (Street) NEW YORK NY 10176 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* MARIEL CAPITAL MANAGEMENT LLC (Last) (First) (Middle) 551 FIFTH AVENUE 34TH FLOOR (Street) NEW YORK NY 10176 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. The number of shares reported is the reporting person's net long position. The net long position is net of 5,770 shares that the reporting person has an obligation to deliver to cover existing short sales.

2. The filing of this Form 3 shall not be construed as an admission that Mariel Capital Management, L.L.C. or Nader Tavakoli, the managing member of Mariel Capital Management, L.L.C., is or was for the purposes of Section 16(a) of the Securities Exchange Act of 1934, as amended, or otherwise the beneficial owner of any of the shares of Common Stock owned by EagleRock Capital Partners, L.P. or EagleRock Capital Partners (QP), L.P. Pursuant to Rule 16a-1, both Mariel Capital Management, L.L.C. and Mr. Tavakoli disclaim such beneficial ownership.

3. The number of shares reported is the reporting person's net long position. The net long position is net of 51,930 shares that the reporting person has an obligation to deliver to cover existing short sales.

4. Mariel Capital Management, L.L.C. is being added as a reporting person. Mariel Capital Management, L.L.C. was omitted as a reporting person in the original Form 3, and also was omitted from the Form 4 filed on 12/05/2003 but was included as a reporting person on the Form 4 filed on 12/30/2003.

5. Mariel Capital Management, L.L.C. holds indirectly 5,833,721 shares of Common Stock of Darling International, Inc. through the account of EagleRock Master Fund, of which Mariel Capital Management, L.L.C. is the agent and attorney-in-fact. EagleRock Master Fund holds the shares of Common Stock of Darling International, Inc. for the account of EagleRock Capital Partners, L.P. and EagleRock Capital Partners (QP), L.P., of which Mariel Capital Management, L.L.C. is the general partner. Mariel Capital Management, L.L.C. receives an allocation of net profits from and owns a partnership interest in EagleRock Capital Partners, L.P. and EagleRock Capital Partners (QP), L.P. Mr. Tavakoli reports the shares held indirectly by Mariel Capital Management, L.L.C. because, as the managing member of Mariel Capital Management, L.L.C. at the time of purchase, Mr. Tavakoli controlled the disposition and voting of the securities.

6. Additionally, Mr. Tavakoli owns a limited partnership interest in EagleRock Capital Partners, L.P. and EagleRock Capital Partners (QP), L.P.

Remarks:

	Nader Tavakoli	03/01/2004
	Nader Tavakoli, Managing Member	02/20/2004
	** Signature of Reporting Person	Date
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