content: <PAGE>   1
  
       As filed with the Securities and Exchange Commission on June 14, 1999.
                                                        Registration No. 333-
                                                                             -----
  --------------------------------------------------------------------------------
  
                         SECURITIES AND EXCHANGE COMMISSION
                                WASHINGTON, DC 20549
  
                                      FORM S-8
  
                          REGISTRATION STATEMENT UNDER THE
                               SECURITIES ACT OF 1933
  
                               SUIZA FOODS CORPORATION
               (Exact name of registrant as specified in its charter)
  
                  DELAWARE                                    75-2559681
       (State or other jurisdiction of                   (I.R.S. Employer
        incorporation or organization)                   Identification No.)
  
  
                          2515 MCKINNEY AVENUE, SUITE 1200
                                 DALLAS, TEXAS 75201
                                   (214) 303-3400
  
         (Address, including zip code, and telephone number, including area
                 code, of Registrant's principal executive offices)
  
                               -----------------------
  
                      SUIZA FOODS CORPORATION 1997 STOCK OPTION
                              AND RESTRICTED STOCK PLAN
  
  
                              (Full title of the Plan)
  
                               -----------------------
  
  GREGG L. ENGLES                                 COPY TO: LISA N. TYSON
  CHAIRMAN OF THE BOARD AND                                SUIZA FOODS CORPORATION
  CHIEF EXECUTIVE OFFICER                                  2515 MCKINNEY AVENUE,
  SUIZA FOODS CORPORATION                                  SUITE 1200
  2515 MCKINNEY AVENUE, SUITE 1200                         DALLAS, TEXAS  75201
  DALLAS, TEXAS  75201                                     (214) 303-3400
  (214) 303-3400
  (Name, address, and telephone number,
  including area code, of agent for service)
  
  
                               -----------------------
  
                           CALCULATION OF REGISTRATION FEE
  
  
  <TABLE>
  <CAPTION>
  -------------------------- ---------------------- ---------------------- ---------------------- ---------------------
          TITLE OF                  AMOUNT            PROPOSED MAXIMUM       PROPOSED MAXIMUM          AMOUNT OF
         SECURITIES                  TO BE             OFFERING PRICE            AGGREGATE            REGISTRATION
      TO BE REGISTERED            REGISTERED(1)         PER SHARE(2)          OFFERING PRICE(2)          FEE(2)
  -------------------------- ---------------------- ---------------------- ---------------------- ---------------------
  <S>                        <C>                    <C>                    <C>                    <C>
        Common Stock,              1,500,000           $        34.625         $  51,937,500         $        14,439
       $.01 par value
  -------------------------- ---------------------- ---------------------- ---------------------- ---------------------
  </TABLE>
  
  (1) Pursuant to Rule 416 under the Securities Act of 1933, as amended, this
      registration statement also covers an undetermined additional amount of
      shares of common stock to be offered or sold pursuant to the antidilution
      provisions of the Suiza Foods Corporation 1997 Stock Option and Restricted
      Stock Plan.
  
  (2) Estimated solely for the purpose of calculating the registration fee on the
      basis of the average of the high and low price paid per share of common
      stock, as reported on the New York Stock Exchange on June 7, 1999, in
      accordance with Rule 457(h) promulgated under the Securities Act of 1933, as
      amended.
  
  
  
  <PAGE>   2
  
  
                                  EXPLANATORY NOTE
  
           We have amended our 1997 Stock Option and Restricted Stock Plan (the
  "Plan") to add 1,500,000 shares of our common stock to the number of shares
  available for issuance upon the exercise of options granted or grants of common
  stock made pursuant to the Plan. This Registration Statement on Form S-8 is
  filed in order to register such additional 1,500,000 shares of common stock.
  
                                       PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
  
           The following documents that we have previously filed with the
  Securities and Exchange Commission are incorporated by reference in this
  Registration Statement:
  
           (a) Our Annual Report on Form 10-K for the fiscal year ended December
  31, 1998, which contains our audited financial statements for our last
  completed fiscal year (the "1998 Form 10-K").
  
           (b) Our Quarterly Report on Form 10-Q for the quarter ended March 31,
  1999.
  
           (c) Our Current Reports on Form 8-K filed February 12, 1999 and May 5,
  1999.
  
           (d) All other reports that we file pursuant to Sections 13(a) or 15(d)
  of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), since
  the end of the fiscal year covered by the 1998 Form 10-K.
  
           (e) The description of our common stock contained in our Registration
  Statement on Form 8-A, dated February 19, 1997 (File Number 001-12755),
  including any amendment or report filed for the purpose of updating such
  description.
  
           All documents that we subsequently file pursuant to Sections 13(a),
  13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective
  amendment to this Registration Statement which indicates that all of the shares
  of common stock offered have been sold or which deregisters all of such shares
  then remaining unsold, shall be deemed to be incorporated by reference in this
  Registration Statement and to be a part hereof from the date of filing of such
  documents (such documents, and the documents enumerated above, "Incorporated
  Documents").
  
           Any statement contained in an Incorporated Document shall be deemed to
  be modified or superseded for purposes of this Registration Statement to the
  extent that a statement contained herein or in any other subsequently filed
  Incorporated Document modifies or supersedes such statement. Any statement so
  modified or superseded shall not be deemed, except as so modified or superseded,
  to constitute a part of this Registration Statement.
  
  
  
                                       Page 2
  <PAGE>   3
  
  
  ITEM 4.  DESCRIPTION OF SECURITIES.
  
           Not applicable.
  
  ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
           No applicable.
  
  ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
           Our Certificate of Incorporation provides that no director of our
  company will be personally liable to us or any of its stockholders for monetary
  damages arising from the director's breach of fiduciary duty as a director, with
  certain limited exceptions.
  
           Pursuant to the provisions of Section 145 of the Delaware General
  Corporation Law, every Delaware corporation has the power to indemnify any
  person who was or is a party or is threatened to be made a party to any
  threatened, pending or completed action, suit or proceeding (other than an
  action by or in the right of the corporation) by reason of the fact that such
  person is or was a director, officer, employee or agent of the corporation or is
  or was serving in such a capacity at the request of the corporation for another
  corporation, partnership, joint venture, trust or other enterprise, against any
  and all expenses, judgments, fines and amounts paid in settlement and reasonably
  incurred in connection with such action, suit or proceeding. The power to
  indemnify applies only if such person acted in good faith and in a manner such
  person reasonably believed to be in the best interests, or not opposed to the
  best interests, of the corporation and, with respect to any criminal action or
  proceeding, had no reasonable cause to believe his or her conduct was unlawful.
  
           The power to indemnify applies to actions brought by or in the right of
  the corporation as well, but only to the extent of defense and settlement
  expenses and not to any satisfaction of a judgment or settlement of the claim
  itself, and with the further limitation that in such actions no indemnification
  shall be made in the event of any adjudication of negligence or misconduct
  unless the court, in its discretion, believes that in light of all the
  circumstances indemnification should apply.
  
           Our certificate of Incorporation contains provisions requiring it to
  indemnify its officers and directors to the fullest extent permitted by the
  Delaware General Corporation Law.
  
  ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
  
           Not applicable.
  
  
  
                                       Page 3
  <PAGE>   4
  
  
  ITEM 8.  EXHIBITS
  
           5.1*   Opinion of Lisa N. Tyson, Esq.
           23.1*  Consent of Lisa N. Tyson, Esq. (contained in Exhibit 5.1)
           23.2*  Consent of Deloitte & Touche, LLP
           23.3*  Consent of Arthur Andersen LLP
           23.4   Consent of KPMG Peat Marwick LLP
           24.1*  Power of Attorney (contained on signature page)
  -------------------------
  *        Filed herewith.
  
  ITEM 9.  UNDERTAKINGS.
  
           (a) We hereby undertake:
  
               (1)   To file, during any period in which offers or sales are being
           made, a post-effective amendment to this Registration Statement:
  
               (i)   To include any prospectus required by Section 10(a)(3) of the
           Securities Act;
  
               (ii)  To reflect in the prospectus any facts or events arising
           after the effective date of the Registration Statement (or the most
           recent post-effective amendment thereof) which, individually or in the
           aggregate, represent a fundamental change in the information set forth
           in the Registration Statement;
  
               (iii) To include any material information with respect to the plan
           of distribution not previously disclosed in the Registration Statement
           or any material change to such information in the Registration
           Statement;
  
           PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
           apply if the information required to be included in a post-effective
           amendment by those paragraphs is contained in periodic reports filed
           with or furnished to the Commission by us pursuant to Section 13 or
           Section 15(d) of the Exchange Act that are incorporated by reference
           in the Registration Statement.
  
               (2)   That, for the purpose of determining any liability under the
           Securities Act, each such post-effective amendment shall be deemed to
           be a new registration statement relating to the securities offered
           therein, and the offering of such securities at that time shall be
           deemed to be the initial bona fide offering thereof.
  
               (3)   To remove from registration by means of a post-effective
           amendment any of the securities being registered which remain unsold at
           the termination of the offering.
  
  
  
                                       Page 4
  <PAGE>   5
  
           (b) We hereby undertake that for purposes of determining any liability
  under the Securities Act, each filing of our annual report pursuant to Section
  13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an
  employee benefit plan's annual report pursuant to Section 15(d) of the Exchange
  Act) that is incorporated by reference in the Registration Statement shall be
  deemed to be a new registration statement relating to the securities offered
  therein, and the offering of such securities at that time shall be deemed to be
  the initial bona fide offering thereof.
  
           (c) Insofar as indemnification by us for liabilities arising under the
  Securities Act may be permitted to directors, officers and controlling persons
  of the Registrant pursuant to the provisions described in Item 6, or otherwise,
  we have been advised that in the opinion of the Commission such indemnification
  is against public policy as expressed in the Securities Act and is, therefore,
  unenforceable. In the event that a claim for indemnification by us against such
  liabilities (other than the payment by us of expenses incurred or paid by a
  director, officer or controlling person in the successful defense of any action,
  suit or proceeding) is asserted by such director, officer or controlling person
  in connection with the securities being registered, we will, unless in the
  opinion of counsel the matter has been settled by controlling precedent, submit
  to a court of appropriate jurisdiction the question whether such indemnification
  by it is against public policy a expressed in the Securities Act and will be
  governed by the final adjudication of such issue.
  
  
  
                                       Page 5
  <PAGE>   6
  
  
                                     SIGNATURES
  
           Pursuant to the requirements of the Securities Act, we certify that we
  have reasonable grounds to believe that it meets all of the requirements for
  filing on Form S-8 and we have duly caused this registration statement or
  amendment thereto to be signed on our behalf by the undersigned, thereunto duly
  authorized, in the City of Dallas, State of Texas, on this 9th day of June,
  1999.
  
                                                SUIZA FOODS CORPORATION
  
  
                                                By: /s/ LISA N. TYSON
                                                   -------------------------------
                                                   Lisa N. Tyson
                                                   Vice President and
                                                   Assistant General Counsel
  
  
  
                                       Page 6
  <PAGE>   7
  
  
                                  POWER OF ATTORNEY
  
           We, the undersigned officers and directors of Suiza Foods Corporation,
  hereby severally constitute and appoint Michelle P. Goolsby and Lisa N. Tyson,
  and each of them singly, our true and lawful attorneys with full power to them,
  and each of them singly, to sign for us and in our names in the capacities
  indicated below, the Registration Statement on Form S-8 filed herewith, any
  other Registration Statement related to the same offering, and any and all
  amendments (including post-effective amendments) to the Registration Statement,
  and generally to do all things in our name and behalf in the capacities
  indicated below to enable Suiza Foods Corporation to comply with the provisions
  of the Securities Act of 1933, as amended, and all requirements to the
  Securities and Exchange Commission, hereby ratifying and confirming our
  signatures as they may be signed by our attorneys, or any of them, to said
  Registration Statement and any and all amendments thereto.
  
           Pursuant to the requirements of the Securities Act of 1933, as amended,
  this Registration Statement has been signed by the following persons in the
  capacities and on the dates indicated:
  
  
  <TABLE>
  <CAPTION>
            Signature                           Title                        Date
            ---------                           -----                        ----
  <S>                                <C>                                 <C>
  /s/ GREGG L. ENGLES
  ------------------------------     Chairman of the Board, Chief        June 14, 1999
  Gregg L. Engles                    Executive Officer and Director
                                     (Principal Executive Officer)
  
  /s/ HECTOR M. NEVARES
  ------------------------------     Director                            June 14, 1999
  Hector M. Nevares
  
  /s/ STEPHEN L. GREEN
  ------------------------------     Director                            June 14, 1999
  Stephen L. Green
  
  /s/ P. EUGENE PENDER
  ------------------------------     Director                            June 14, 1998
  P. Eugene Pender
  
  /s/ JOSEPH S. HARDIN, JR.
  ------------------------------     Director                            June 14, 1999
  Joseph S. Hardin, Jr.
  
  /s/ ALAN J. BERNON
  ------------------------------     Director                            June 14, 1999
  Alan J. Bernon
  
  /s/ JOHN R. MUSE
  ------------------------------     Director                            June 14, 1999
  John R. Muse
  
  /s/ JIM L. TURNER
  ------------------------------     Director                            June 14, 1999
  Jim L. Turner
  </TABLE>
  
  
  
                                       Page 7
  <PAGE>   8
  
  
                                  INDEX TO EXHIBITS
  
  
  <TABLE>
  <CAPTION>
  EXHIBIT NUMBER             DESCRIPTION
  <S>                        <C>
  5.1*                       Opinion of Lisa N. Tyson, Esq.
  23.1*                      Consent of Lisa N. Tyson, Esq. (contained in Exhibit 5.1)
  23.2*                      Consent of Deloitte & Touche, LLP
  23.3*                      Consent of Arthur Andersen LLP
  23.4                       Consent of KPMG Peat Marwick LLP
  24.1*                      Power of Attorney (contained on signature page)
  </TABLE>
  
  -----------------------
  *  Filed herewith.
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 17118}]
metadata_filer: {"company-data": {"conformed-name": "SUIZA FOODS CORP", "cik": "0000931336", "assigned-sic": "2024", "irs-number": "752559681", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-80641", "film-number": "99646123"}, "business-address": {"street1": "2515 MCKINNEY AVENUE LB 30", "street2": "SUITE 1200", "city": "DALLAS", "state": "TX", "zip": "75201", "phone": "2145289922"}, "mail-address": {"street1": "3811 TURTLE CREEK BLVD", "street2": "SUITE 1300", "city": "DALLAS", "state": "TX", "zip": "75219"}}
text: 1
  
       As filed with the Securities and Exchange Commission on June 14, 1999.
                                                        Registration No. 333-
                                                                             -----
  --------------------------------------------------------------------------------
  
                         SECURITIES AND EXCHANGE COMMISSION
                                WASHINGTON, DC 20549
  
                                      FORM S-8
  
                          REGISTRATION STATEMENT UNDER THE
                               SECURITIES ACT OF 1933
  
                               SUIZA FOODS CORPORATION
               (Exact name of registrant as specified in its charter)
  
                  DELAWARE                                    75-2559681
       (State or other jurisdiction of                   (I.R.S. Employer
        incorporation or organization)                   Identification No.)
  
                          2515 MCKINNEY AVENUE, SUITE 1200
                                 DALLAS, TEXAS 75201
                                   (214) 303-3400
  
         (Address, including zip code, and telephone number, including area
                 code, of Registrant's principal executive offices)
  
                               -----------------------
  
                      SUIZA FOODS CORPORATION 1997 STOCK OPTION
                              AND RESTRICTED STOCK PLAN
  
                              (Full title of the Plan)
  
                               -----------------------
  
  GREGG L. ENGLES                                 COPY TO: LISA N. TYSON
  CHAIRMAN OF THE BOARD AND                                SUIZA FOODS CORPORATION
  CHIEF EXECUTIVE OFFICER                                  2515 MCKINNEY AVENUE,
  SUIZA FOODS CORPORATION                                  SUITE 1200
  2515 MCKINNEY AVENUE, SUITE 1200                         DALLAS, TEXAS  75201
  DALLAS, TEXAS  75201                                     (214) 303-3400
  (214) 303-3400
  (Name, address, and telephone number,
  including area code, of agent for service)
  
                               -----------------------
  
                           CALCULATION OF REGISTRATION FEE
  -------------------------- ---------------------- ---------------------- ---------------------- ---------------------
          TITLE OF                  AMOUNT            PROPOSED MAXIMUM       PROPOSED MAXIMUM          AMOUNT OF
         SECURITIES                  TO BE             OFFERING PRICE            AGGREGATE            REGISTRATION
      TO BE REGISTERED            REGISTERED(1)         PER SHARE(2)          OFFERING PRICE(2)          FEE(2)
  -------------------------- ---------------------- ---------------------- ---------------------- ---------------------
  Common Stock,              1,500,000           $        34.625         $  51,937,500         $        14,439
       $.01 par value
  -------------------------- ---------------------- ---------------------- ---------------------- ---------------------
  (1) Pursuant to Rule 416 under the Securities Act of 1933, as amended, this
      registration statement also covers an undetermined additional amount of
      shares of common stock to be offered or sold pursuant to the antidilution
      provisions of the Suiza Foods Corporation 1997 Stock Option and Restricted
      Stock Plan.
  
  (2) Estimated solely for the purpose of calculating the registration fee on the
      basis of the average of the high and low price paid per share of common
      stock, as reported on the New York Stock Exchange on June 7, 1999, in
      accordance with Rule 457(h) promulgated under the Securities Act of 1933, as
      amended.
  2
  
                                  EXPLANATORY NOTE
  
           We have amended our 1997 Stock Option and Restricted Stock Plan (the
  "Plan") to add 1,500,000 shares of our common stock to the number of shares
  available for issuance upon the exercise of options granted or grants of common
  stock made pursuant to the Plan. This Registration Statement on Form S-8 is
  filed in order to register such additional 1,500,000 shares of common stock.
  
                                       PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
  
           The following documents that we have previously filed with the
  Securities and Exchange Commission are incorporated by reference in this
  Registration Statement:
  
           (a) Our Annual Report on Form 10-K for the fiscal year ended December
  31, 1998, which contains our audited financial statements for our last
  completed fiscal year (the "1998 Form 10-K").
  
           (b) Our Quarterly Report on Form 10-Q for the quarter ended March 31,
  1999.
  
           (c) Our Current Reports on Form 8-K filed February 12, 1999 and May 5,
  1999.
  
           (d) All other reports that we file pursuant to Sections 13(a) or 15(d)
  of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), since
  the end of the fiscal year covered by the 1998 Form 10-K.
  
           (e) The description of our common stock contained in our Registration
  Statement on Form 8-A, dated February 19, 1997 (File Number 001-12755),
  including any amendment or report filed for the purpose of updating such
  description.
  
           All documents that we subsequently file pursuant to Sections 13(a),
  13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective
  amendment to this Registration Statement which indicates that all of the shares
  of common stock offered have been sold or which deregisters all of such shares
  then remaining unsold, shall be deemed to be incorporated by reference in this
  Registration Statement and to be a part hereof from the date of filing of such
  documents (such documents, and the documents enumerated above, "Incorporated
  Documents").
  
           Any statement contained in an Incorporated Document shall be deemed to
  be modified or superseded for purposes of this Registration Statement to the
  extent that a statement contained herein or in any other subsequently filed
  Incorporated Document modifies or supersedes such statement. Any statement so
  modified or superseded shall not be deemed, except as so modified or superseded,
  to constitute a part of this Registration Statement.
  
                                       Page 2
  3
  
  ITEM 4.  DESCRIPTION OF SECURITIES.
  
           Not applicable.
  
  ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
           No applicable.
  
  ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
           Our Certificate of Incorporation provides that no director of our
  company will be personally liable to us or any of its stockholders for monetary
  damages arising from the director's breach of fiduciary duty as a director, with
  certain limited exceptions.
  
           Pursuant to the provisions of Section 145 of the Delaware General
  Corporation Law, every Delaware corporation has the power to indemnify any
  person who was or is a party or is threatened to be made a party to any
  threatened, pending or completed action, suit or proceeding (other than an
  action by or in the right of the corporation) by reason of the fact that such
  person is or was a director, officer, employee or agent of the corporation or is
  or was serving in such a capacity at the request of the corporation for another
  corporation, partnership, joint venture, trust or other enterprise, against any
  and all expenses, judgments, fines and amounts paid in settlement and reasonably
  incurred in connection with such action, suit or proceeding. The power to
  indemnify applies only if such person acted in good faith and in a manner such
  person reasonably believed to be in the best interests, or not opposed to the
  best interests, of the corporation and, with respect to any criminal action or
  proceeding, had no reasonable cause to believe his or her conduct was unlawful.
  
           The power to indemnify applies to actions brought by or in the right of
  the corporation as well, but only to the extent of defense and settlement
  expenses and not to any satisfaction of a judgment or settlement of the claim
  itself, and with the further limitation that in such actions no indemnification
  shall be made in the event of any adjudication of negligence or misconduct
  unless the court, in its discretion, believes that in light of all the
  circumstances indemnification should apply.
  
           Our certificate of Incorporation contains provisions requiring it to
  indemnify its officers and directors to the fullest extent permitted by the
  Delaware General Corporation Law.
  
  ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
  
           Not applicable.
  
                                       Page 3
  4
  
  ITEM 8.  EXHIBITS
  
           5.1*   Opinion of Lisa N. Tyson, Esq.
           23.1*  Consent of Lisa N. Tyson, Esq. (contained in Exhibit 5.1)
           23.2*  Consent of Deloitte & Touche, LLP
           23.3*  Consent of Arthur Andersen LLP
           23.4   Consent of KPMG Peat Marwick LLP
           24.1*  Power of Attorney (contained on signature page)
  -------------------------
  *        Filed herewith.
  
  ITEM 9.  UNDERTAKINGS.
  
           (a) We hereby undertake:
  
               (1)   To file, during any period in which offers or sales are being
           made, a post-effective amendment to this Registration Statement:
  
               (i)   To include any prospectus required by Section 10(a)(3) of the
           Securities Act;
  
               (ii)  To reflect in the prospectus any facts or events arising
           after the effective date of the Registration Statement (or the most
           recent post-effective amendment thereof) which, individually or in the
           aggregate, represent a fundamental change in the information set forth
           in the Registration Statement;
  
               (iii) To include any material information with respect to the plan
           of distribution not previously disclosed in the Registration Statement
           or any material change to such information in the Registration
           Statement;
  
           PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
           apply if the information required to be included in a post-effective
           amendment by those paragraphs is contained in periodic reports filed
           with or furnished to the Commission by us pursuant to Section 13 or
           Section 15(d) of the Exchange Act that are incorporated by reference
           in the Registration Statement.
  
               (2)   That, for the purpose of determining any liability under the
           Securities Act, each such post-effective amendment shall be deemed to
           be a new registration statement relating to the securities offered
           therein, and the offering of such securities at that time shall be
           deemed to be the initial bona fide offering thereof.
  
               (3)   To remove from registration by means of a post-effective
           amendment any of the securities being registered which remain unsold at
           the termination of the offering.
  
                                       Page 4
  5
  
           (b) We hereby undertake that for purposes of determining any liability
  under the Securities Act, each filing of our annual report pursuant to Section
  13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an
  employee benefit plan's annual report pursuant to Section 15(d) of the Exchange
  Act) that is incorporated by reference in the Registration Statement shall be
  deemed to be a new registration statement relating to the securities offered
  therein, and the offering of such securities at that time shall be deemed to be
  the initial bona fide offering thereof.
  
           (c) Insofar as indemnification by us for liabilities arising under the
  Securities Act may be permitted to directors, officers and controlling persons
  of the Registrant pursuant to the provisions described in Item 6, or otherwise,
  we have been advised that in the opinion of the Commission such indemnification
  is against public policy as expressed in the Securities Act and is, therefore,
  unenforceable. In the event that a claim for indemnification by us against such
  liabilities (other than the payment by us of expenses incurred or paid by a
  director, officer or controlling person in the successful defense of any action,
  suit or proceeding) is asserted by such director, officer or controlling person
  in connection with the securities being registered, we will, unless in the
  opinion of counsel the matter has been settled by controlling precedent, submit
  to a court of appropriate jurisdiction the question whether such indemnification
  by it is against public policy a expressed in the Securities Act and will be
  governed by the final adjudication of such issue.
  
                                       Page 5
  6
  
                                     SIGNATURES
  
           Pursuant to the requirements of the Securities Act, we certify that we
  have reasonable grounds to believe that it meets all of the requirements for
  filing on Form S-8 and we have duly caused this registration statement or
  amendment thereto to be signed on our behalf by the undersigned, thereunto duly
  authorized, in the City of Dallas, State of Texas, on this 9th day of June,
  1999.
  
                                                SUIZA FOODS CORPORATION
  
                                                By: /s/ LISA N. TYSON
                                                   -------------------------------
                                                   Lisa N. Tyson
                                                   Vice President and
                                                   Assistant General Counsel
  
                                       Page 6
  7
  
                                  POWER OF ATTORNEY
  
           We, the undersigned officers and directors of Suiza Foods Corporation,
  hereby severally constitute and appoint Michelle P. Goolsby and Lisa N. Tyson,
  and each of them singly, our true and lawful attorneys with full power to them,
  and each of them singly, to sign for us and in our names in the capacities
  indicated below, the Registration Statement on Form S-8 filed herewith, any
  other Registration Statement related to the same offering, and any and all
  amendments (including post-effective amendments) to the Registration Statement,
  and generally to do all things in our name and behalf in the capacities
  indicated below to enable Suiza Foods Corporation to comply with the provisions
  of the Securities Act of 1933, as amended, and all requirements to the
  Securities and Exchange Commission, hereby ratifying and confirming our
  signatures as they may be signed by our attorneys, or any of them, to said
  Registration Statement and any and all amendments thereto.
  
           Pursuant to the requirements of the Securities Act of 1933, as amended,
  this Registration Statement has been signed by the following persons in the
  capacities and on the dates indicated:
  Signature                           Title                        Date
            ---------                           -----                        ----
  /s/ GREGG L. ENGLES
  ------------------------------     Chairman of the Board, Chief        June 14, 1999
  Gregg L. Engles                    Executive Officer and Director
                                     (Principal Executive Officer)
  
  /s/ HECTOR M. NEVARES
  ------------------------------     Director                            June 14, 1999
  Hector M. Nevares
  
  /s/ STEPHEN L. GREEN
  ------------------------------     Director                            June 14, 1999
  Stephen L. Green
  
  /s/ P. EUGENE PENDER
  ------------------------------     Director                            June 14, 1998
  P. Eugene Pender
  
  /s/ JOSEPH S. HARDIN, JR.
  ------------------------------     Director                            June 14, 1999
  Joseph S. Hardin, Jr.
  
  /s/ ALAN J. BERNON
  ------------------------------     Director                            June 14, 1999
  Alan J. Bernon
  
  /s/ JOHN R. MUSE
  ------------------------------     Director                            June 14, 1999
  John R. Muse
  
  /s/ JIM L. TURNER
  ------------------------------     Director                            June 14, 1999
  Jim L. Turner
  Page 7
  8
  
                                  INDEX TO EXHIBITS
  EXHIBIT NUMBER             DESCRIPTION
  5.1*                       Opinion of Lisa N. Tyson, Esq.
  23.1*                      Consent of Lisa N. Tyson, Esq. (contained in Exhibit 5.1)
  23.2*                      Consent of Deloitte & Touche, LLP
  23.3*                      Consent of Arthur Andersen LLP
  23.4                       Consent of KPMG Peat Marwick LLP
  24.1*                      Power of Attorney (contained on signature page)
  -----------------------
  *  Filed herewith.