Exhibit 99.3


                              DARLING INTERNATIONAL
                          ANALYST TELECONFERENCE SCRIPT

OPERATOR

Good morning everyone and welcome to the Darling International conference call
to discuss the company's acquisition of National By-Products. With us today are
Mr. Randall Stuewe, Chairman and Chief Executive Officer of Darling
International, and Mr. John Muse, Executive Vice President of Administration and
Finance.

After the speakers' opening remarks there will be a question and answer period.
If you would like to ask a question during this time, please press the star,
then the number one, on your telephone keypad. This call is being recorded. Your
participation implies consent to our recording this call. If you do not agree to
these terms, simply drop off the line.

I would now like to turn the call over to Mr. Brad Phillips, Treasurer of
Darling International. Please go ahead, Sir.


BRAD

Thank you, Operator. Good morning, ladies and gentlemen. Thank you for joining
us to discuss our acquisition of National By-Products. You should have received
our press release announcing the transaction earlier this morning; if you did
not, you can find it on our website at www.darlingii.com.

On our call today, Randy Stuewe will discuss the strategic benefits of this
transaction and what it means for Darling. John Muse will then provide further
information about the terms of the transaction and its financial impact on our
company. After they conclude their prepared remarks, we will be happy to answer
any questions you may have.


Before we begin I need to remind everyone that this conference call will contain
certain forward-looking statements regarding the business operations of Darling
and the industry in which it operates. These statements are identified by words
such as "may", "will", "believe", "intend", "anticipate", "should", "estimate",
"continue" and other words referring to events or circumstances 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 risk and uncertainty
beyond its control, including business and economic conditions in its existing
markets that could cause actual results to differ materially from those
contained in such 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.

I'd also like to note that we've posted slides on our website that summarize
the transaction and are available now for your reference. With that, I would
now like to turn the call over to Randy.


RANDY

Thanks Brad. Today is an important day for Darling and National By-Products, and
I'd like to thank all of you for joining us on short notice. As we announced
earlier this morning, our Board of Directors has unanimously approved a
definitive purchase agreement to acquire National By-Products, a leading
independent rendering company based in Des Moines, Iowa, for a combination of
cash and stock valued at approximately $141 million, subject to certain purchase
price adjustments.

NBP is one of the top five independent renderers in the United States. The
company collects and recycles animal by-products and used cooking oil from
livestock producers, meat packers, grocery stores and restaurants. NBP recorded
results in 2004 of $200 million in revenue and $28 million in EBITDA. For the
first nine months of 2005, they have generated revenue of $142 million and


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EBITDA of $20 million, on par with last year's strong results. NBP operates
eight rendering plants, one grease plant, six blending facilities, one dedicated
hide operation, three pet food plants, and 23 transfer stations all located
throughout the Midwest. The company also operates a fleet of 450 trucks and
employs approximately 750 people.

There are a number of compelling reasons why NBP is a natural strategic fit for
Darling. The addition of NBP's 42 facilities to our own will strengthen
Darling's operational capabilities and diversify our raw material supply to
include a sizeable white meat component. NBP's fourteen large-scale production
facilities will complement our existing Midwestern locations and provide a
platform for additional growth of our Restaurant Services segment in both used
cooking oil and grease trap.

On a pro forma basis, the combined company had sales in excess of $500 million
in fiscal year 2004. Our resulting nationwide network of facilities will give us
the scale, industry expertise and management talent to realize improved
operating efficiencies and pursue new growth opportunities. As a result, we
anticipate that the transaction will be accretive between a range of $0.04 and
$0.06 per share, based on its preliminary analysis excluding synergies.

In light of the similarities between our operations and business models, we
expect the process of integrating our businesses to be a smooth one. I also want
to emphasize that, given the depth and strength of NBP's management team, we
believe the resulting management skills of our combined company will set a new
industry benchmark. Although we do not anticipate significant workforce
reductions, there is likely to be some consolidation of select functions as we
go forward.

Following completion of the transaction, I will remain Chairman and Chief
Executive Officer of the combined company and NBP will be given two seats on
Darling's Board of Directors.

I want to emphasize that our acquisition of National By-Products represents a
major step forward in our strategy to deliver value to our stockholders by


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growing our top line, diversifying our raw material supplies and creating
additional growth opportunities for our Restaurant Services segment.

We also expect to realize significant financial benefits through our combination
with NBP. Their excellent track record of earnings and cash flow generation and
solid balance sheet will further enhance our capital structure. In addition, as
a larger company we believe we will have a more attractive capital market
profile and greater share liquidity.

We have worked hard to bring about this transaction and will work even harder to
deliver the benefits that we expect the strategic combination of our two
companies to create. We hope that you share our enthusiasm for the transaction
and the bright prospects ahead for our company.

I'd now like to turn the call over to John Muse, who will discuss the financial
structure of this transaction.

John...


JOHN

Thanks Randy.

Under the terms of the agreement, National By-Products unit holders will receive
$70.5 million in cash and an amount of Darling common shares equal to 20 percent
of the company's outstanding common shares on a fully diluted basis upon
completion of the transaction. Based upon today's amount of outstanding Darling
common shares of 65.3 million on a fully diluted basis, NBP unit holders would
receive 16.3 million shares of Darling common stock at closing.

The purchase agreement also includes a provision for the conditional issuance of
additional Darling shares to eligible NBP unit holders on the 13-month
anniversary of the close of the transaction if the dollar value of the stock
component of the consideration is below $70.5 million, based upon the average


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closing price of Darling shares for the 90 calendar days prior to the
anniversary date.

As Randy mentioned earlier, we also expect to realize significant financial
benefits through our combination with NBP. We believe this transaction
represents an excellent investment of our excess cash and it will optimize our
capital structure by enhancing our asset and debt mix.

We anticipate that the transaction, which is subject to customary closing
conditions, including the expiration of the Hart-Scott-Rodino waiting period,
financing, and approval by Darling stockholders and NBP unit holders, will be
completed in the first half of 2006.

The cash component of this transaction will be financed through a combination of
our cash on hand and debt financing. We are in discussions with prospective
lenders.

With respect to our plans for moving forward, we are in the process of
establishing a transition team with representatives from both businesses to
assure a smooth and successful integration. The resulting combined management
will represent one of our industry's most experienced and talented teams in
managing collection and recycling operations.

Like Randy, I'm excited about the opportunities that this combination creates
for our company. We look forward to updating you as we proceed with the
transaction. I'll now turn the call back over to Randy.


RANDY

Thanks, John, I hope the information we have provided you today drives home the
strength and opportunity this transaction brings to our stockholders. This
concludes my formal remarks. We will now be happy to answer any questions you
may have. Operator?

[Q&A]

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DARLING WILL FILE A PROXY STATEMENT/PROSPECTUS WITH THE SECURITIES AND EXCHANGE
COMMISSION (THE "SEC") IN CONNECTION WITH THE PROPOSED TRANSACTION. INVESTORS
AND SECURITY HOLDERS ARE URGED TO READ THAT DOCUMENT, WHEN IT BECOMES AVAILABLE,
BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION. INVESTORS AND SECURITY HOLDERS
MAY OBTAIN A FREE COPY OF THAT DOCUMENT (WHEN IT BECOMES AVAILABLE) AND OTHER
DOCUMENTS FILED BY DARLING WITH THE SEC AT THE SEC'S WEB SITE AT WWW.SEC.GOV.
THE PROXY STATEMENT/PROSPECTUS (WHEN IT BECOMES AVAILABLE) AND THE OTHER
DOCUMENTS FILED BY DARLING MAY ALSO BE OBTAINED FREE FROM DARLING BY CALLING
JOHN MUSE OR BRAD PHILLIPS AT (972) 717-0300.