Filed by: Darling International Inc.
                           Pursuant to Rule 425 under the Securities Act of 1933
                                     Subject Company: Darling International Inc.
                                                   Commission File No: 000-24620


On December 22, 2005, National By-Products, LLC distributed the following to its
employees and their families:


                   [LETTERHEAD OF NATIONAL BY-PRODUCTS, INC.]


DATE:         December 21, 2005

TO:           National By-Products employees and their families

FROM:         Mark Myers, President and CEO

SUBJECT:      The Future

         National By-Products recently announced its intention to sell the
company to Darling International, Inc., the largest publicly traded, food
processing by-products recycling company in the United States.

         This is an exciting step for our company and a great opportunity to
combine the assets and employees of our two companies! The combination of our
midwestern facilities with Darling's nationwide network of facilities will
significantly strengthen the operational capabilities of both companies and
provide for greater diversity of raw material supply.

         We are equally excited about combining the employees of both companies.
Your capabilities, efforts, and dedication are key reasons why our company has
been successful and is a key reason why Darling pursued our company. I want to
thank you for making this possible and I hope you share my enthusiasm for
combining the employees of these two strong companies. Darling management shares
my enthusiasm and they look forward to the possibilities of one larger, stronger
company.

         After the transaction is completed, which is expected to occur in the
first half of 2006, the combined company will have annual sales in excess of
$500 million, more than 1,900 employees, and 86 facilities located across the
United States. Together, we will have the scale, industry expertise, and
employee capabilities to realize improved operating efficiencies and pursue
exciting new growth opportunities.

         Over the next several months, normal operations will continue as they
have in the past, but we will be developing plans for post-transaction
operations. For example, new computer operating systems will need to be
installed at all NBP locations. Throughout this time, we will be working with
Darling personnel to finalize our blueprint for the combined organization. In
light of the similarities between our operations and business models, we expect
the process of integrating our businesses to be a smooth one. Although we do not
anticipate significant workforce reductions, there is likely to be some
consolidation of functions as we go forward. We will keep you informed as our
plans progress.

         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.