Sec Form 4 Filing - NADER TAVAKOLI @ DARLING INTERNATIONAL INC - 2004-06-30

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person NADER TAVAKOLI 2. Issuer Name and Ticker or Trading Symbol DARLING INTERNATIONAL INC [ DAR] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 551 FIFTH AVENUE, 34TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 06/30/2004 (Street) NEW YORK, NY10176 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 06/30/2004 S 6,640 D $ 4.2047 769,084 D Common Stock 06/30/2004 S 59,760 ( 1 ) D $ 4.2047 6,727,961 I FN 2,3 ( 2 ) ( 3 ) Common Stock 07/01/2004 S 29,110 D $ 4.1964 739,974 D Common Stock 07/01/2004 S 261,990 ( 1 ) D $ 4.1964 6,465,971 I FN 3,4 ( 3 ) ( 4 ) Common Stock 07/02/2004 S 87,500 ( 5 ) D $ 4.2157 652,474 D Common Stock 07/02/2004 S 787,500 ( 1 ) ( 6 ) D $ 4.2157 5,678,471 I FN 3,7 ( 3 ) ( 7 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other NADER TAVAKOLI 551 FIFTH AVENUE 34TH FLOOR NEW YORK, NY10176 X MARIEL CAPITAL MANAGEMENT LLC 551 FIFTH AVENUE 34TH FLOOR NEW YORK, NY10176 X Signatures /s/ Nader Tavakoli 07/02/2004 Signature of Reporting Person Date Nader Tavakoli, Managing Member 07/02/2004 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The filing of this Form 4 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. ( 2 )Mariel Capital Management, L.L.C. holds indirectly 6,727,961 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. ( 3 )Additionally, Mr. Tavakoli owns a limited partnership interest in EagleRock Capital Partners, L.P. and EagleRock Capital Partners (QP), L.P. ( 4 )Mariel Capital Management, L.L.C. holds indirectly 6,465,971 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. ( 5 )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. ( 6 )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. ( 7 )Mariel Capital Management, L.L.C. holds indirectly 5,678,471 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.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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