content: <PAGE>   1
      As filed with the Securities and Exchange Commission on April 13, 1998.
  
                                                     Registration No. 333-________
  ================================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 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.)
  
                        3811 TURTLE CREEK BLVD., SUITE 1300
                                DALLAS, TEXAS  75219
                                   (214) 528-0939
  
        (Address, including Zip Code,  and Telephone Number, including Area
                 Code, of Registrant's Principal Executive Offices)
  
                            -------------------------
  
                              SUIZA FOODS 401(k) PLAN
                                (Full Title of Plan) 
  
                            -------------------------
  
  <TABLE>
   <S>                                                                   <C>
                    GREGG L. ENGLES                                                COPY TO:
   CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER                         WILLIAM A. MCCORMACK
                SUIZA FOODS CORPORATION                                          JON L. MOSLE
          3811 TURTLE CREEK BLVD., SUITE 1300                                HUGHES & LUCE, L.L.P.
                 DALLAS, TEXAS  75219                                    1717 MAIN STREET, SUITE 2800
                     (214) 528-0939                                          DALLAS, TEXAS  75201
         (Name, Address, and Telephone Number,
       including Area Code, of Agent for Service)
  </TABLE>
  
                            -------------------------
  
                          CALCULATION OF REGISTRATION FEE
  
  <TABLE>
  <CAPTION>
  ===============================================================================================================
                                                 PROPOSED MAXIMUM       PROPOSED MAXIMUM
  TITLE OF EACH CLASS          AMOUNT             OFFERING PRICE           AGGREGATE              AMOUNT OF
     OF SECURITIES              TO BE              PER SHARE(2)        OFFERING PRICE(2)        REGISTRATION
    TO BE REGISTERED        REGISTERED(1)                                                            FEE
  <S>                     <C>                    <C>                 <C>                      <C>
  ---------------------------------------------------------------------------------------------------------------
   Common Stock, 
   $.01 par value              200,000                $58.63              $11,726,000              $3,459
  ===============================================================================================================
  </TABLE>
  
  (1) Pursuant to Rule 416(c) under the Securities Act of 1933, as amended,
      this registration statement also covers an indeterminate additional amount
      of shares of Common Stock to be offered or sold pursuant to the
      antidilution provisions of the Suiza Foods 401(k) 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 April 7, 1998, in
      accordance with Rule 457(h) promulgated under the Securities Act of 1933,
      as amended.
  <PAGE>   2
                                      PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  
  ITEM 3.   INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
  
           The following documents heretofore filed with the Securities and
  Exchange Commission (the "Commission") by Suiza Foods Corporation (the
  "Registrant") are incorporated by reference in this Registration Statement:
  
           (a)     Annual Report on Form 10-K for the fiscal year ended December
  31, 1997, which contains the Registrant's audited financial statements for the
  Registrant's last completed fiscal year (the "1998 Form 10-K").
  
           (b)     All reports filed by the Registrant pursuant to Sections 13(a)
  or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
  Act"), since the 1996 Form 10-K.
  
           (c)     The description of the Registrant's common stock, par value
  $.01 per share (the "Common Stock"), contained in the Registrant's Registration
  Statement on Form 8-A, dated February 19, 1997, (File Number 1-12755),
  including any amendment or report filed for the purpose of updating such
  description.
  
           (d)     The description of the Registrant's common stock purchase
  rights (the "Rights"), contained in the Registrant's Registration Statement on
  Form 8-A, filed on March 10, 1998, (File Number 1-12755), including any
  amendment or report filed for the purpose of updating such description.
  
           All documents subsequently filed by the Registrant 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.
  
  ITEM 4.   DESCRIPTION OF SECURITIES.
  
           Not applicable.
  
  
  
  
  
                                       II-1
  
  <PAGE>   3
  ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
           Not applicable.
  
  ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
         The Registrant's Certificate of Incorporation provides that no director
  of the Registrant will be personally liable to the Registrant 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 any 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.
  
         The Registrant's 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.
  
  
  
  
  
                                       II-2
  <PAGE>   4
  ITEM 8.   EXHIBITS.
  
   5.1*                      Opinion of Hughes & Luce, L.L.P.
  
  23.1*                      Consent of Deloitte & Touche LLP
  
  23.2*                      Consent of Arthur Andersen LLP
  
  23.3*                      Consent of Hughes & Luce, L.L.P.
                             (contained in Exhibit 5.1)
  
  24.1*                      Power of Attorney (contained in
                             signature page) 
  
  --------------------
  *Filed herewith.   
  
  ITEM 9.   UNDERTAKINGS.
  
           (a)     The Registrant hereby undertakes:
  
                   (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 the Registrant 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 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.
  
  
  
  
  
                                       II-3
  <PAGE>   5
                   (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.
  
           (b)     The Registrant hereby undertakes that for purposes of
  determining any liability under the Securities Act, each filing of the
  Registrant's 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 the Registrant 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, the Registrant has 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 the Registrant against such liabilities (other than the
  payment by the Registrant of expenses incurred or paid by a director, officer
  or controlling person of the Registrant 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, the
  Registrant will, unless in the opinion of its 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 as
  expressed in the Securities Act and will be governed by the final adjudication
  of such issue.
  
  
  
  
  
                                       II-4
  <PAGE>   6
                                     SIGNATURES
  
           Pursuant to the requirements of the Securities Act of 1933, the
  Registrant certifies that it has reasonable grounds to believe that it meets
  all of the requirements for filing on Form S-8 and has duly caused this
  Registration Statement to be signed on its behalf by the undersigned, thereunto
  duly authorized, in the city of Dallas, State of Texas, on April 13, 1998.
  
                               SUIZA FOODS CORPORATION
                               
                               
                               By:  /s/ Tracy L. Noll
                                    ---------------------------------------------
                                    Tracy L. Noll
                                    Vice President and Chief Financial Officer
                                    (Principal Financial and Accounting Officer)
                               
  
  
  
                                       II-5
  <PAGE>   7
                                 POWER OF ATTORNEY
  
           We, the undersigned officers and directors of Suiza Foods Corporation,
  hereby severally constitute and appoint Gregg L. Engles and Tracy L. Noll, 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, 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                April 13, 1998
  -------------------------------            Executive Officer and Director
  Gregg L. Engles                            (Principal Executive Officer)
  
  
                                             Director
  -------------------------------                    
  Alan Bernon
  
  
  /s/ Cletes O. Beshears                     Director                                    April 13, 1998
  -------------------------------                                                                     
  Cletes O. Beshears
  
  
  /s/ Hector M. Nevares                      Director                                    April 13, 1998
  -------------------------------                                                                     
  Hector M. Nevares
  
  
  /s/ Stephen L. Green                       Director                                    April 13, 1998
  -------------------------------                                                                     
  Stephen L. Green
  
  
                                             Director
  -------------------------------                    
  Robert L. Kaminski
  
  
  /s/ David F. Miller                        Director                                    April 13, 1998
  -------------------------------                                                                     
  David F. Miller
  
  
  /s/ P. Eugene Pender                       Director                                    April 13, 1998
  -------------------------------                                                                     
  P. Eugene Pender
  
  
  /s/ Robert Piccinini                       Director                                    April 13, 1998
  -------------------------------                                                                     
  Robert Piccinini
  
  
  /s/ John R. Muse                           Director                                    April 13, 1998
  -------------------------------                                                                     
  John R. Muse
  
  
  /s/ Delton C. Parks                        Director                                    April 13, 1998
  -------------------------------                                                                     
  Delton C. Parks
  
  
  /s/ Jim L. Turner                          Director                                    April 13, 1998
  -------------------------------                                                                     
  Jim L. Turner
  </TABLE>
  
  
  
  
  
                                       II-6
  <PAGE>   8
                                INDEX TO EXHIBITS
  
                                         
  
  <TABLE>
  <CAPTION>
  EXHIBIT
  NUMBER                              DESCRIPTION
  -------                             -----------
  <S>                       <C>
  
   5.1*                      Opinion of Hughes & Luce, L.L.P.
  
  23.1*                      Consent of Deloitte & Touche LLP
  
  23.2*                      Consent of Arthur Andersen LLP
  
  23.3*                      Consent of Hughes & Luce, L.L.P.
                             (contained in Exhibit 5.1)
  
  24.1*                      Power of Attorney (contained in
                             signature page) 
  </TABLE>
  
  
  --------------------
  *Filed herewith.
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 18926}]
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": "333-50013", "film-number": "98592644"}, "business-address": {"street1": "3811 TURTLE CREEK BLVD", "street2": "STE 1300", "city": "DALLAS", "state": "TX", "zip": "75219", "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 April 13, 1998.
  
                                                     Registration No. 333-________
  ================================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 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.)
  
                        3811 TURTLE CREEK BLVD., SUITE 1300
                                DALLAS, TEXAS  75219
                                   (214) 528-0939
  
        (Address, including Zip Code,  and Telephone Number, including Area
                 Code, of Registrant's Principal Executive Offices)
  
                            -------------------------
  
                              SUIZA FOODS 401(k) PLAN
                                (Full Title of Plan) 
  
                            -------------------------
  GREGG L. ENGLES                                                COPY TO:
   CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER                         WILLIAM A. MCCORMACK
                SUIZA FOODS CORPORATION                                          JON L. MOSLE
          3811 TURTLE CREEK BLVD., SUITE 1300                                HUGHES & LUCE, L.L.P.
                 DALLAS, TEXAS  75219                                    1717 MAIN STREET, SUITE 2800
                     (214) 528-0939                                          DALLAS, TEXAS  75201
         (Name, Address, and Telephone Number,
       including Area Code, of Agent for Service)
  -------------------------
  
                          CALCULATION OF REGISTRATION FEE
  ===============================================================================================================
                                                 PROPOSED MAXIMUM       PROPOSED MAXIMUM
  TITLE OF EACH CLASS          AMOUNT             OFFERING PRICE           AGGREGATE              AMOUNT OF
     OF SECURITIES              TO BE              PER SHARE(2)        OFFERING PRICE(2)        REGISTRATION
    TO BE REGISTERED        REGISTERED(1)                                                            FEE
  ---------------------------------------------------------------------------------------------------------------
   Common Stock, 
   $.01 par value              200,000                $58.63              $11,726,000              $3,459
  ===============================================================================================================
  (1) Pursuant to Rule 416(c) under the Securities Act of 1933, as amended,
      this registration statement also covers an indeterminate additional amount
      of shares of Common Stock to be offered or sold pursuant to the
      antidilution provisions of the Suiza Foods 401(k) 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 April 7, 1998, in
      accordance with Rule 457(h) promulgated under the Securities Act of 1933,
      as amended.
  2
                                      PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3.   INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
  
           The following documents heretofore filed with the Securities and
  Exchange Commission (the "Commission") by Suiza Foods Corporation (the
  "Registrant") are incorporated by reference in this Registration Statement:
  
           (a)     Annual Report on Form 10-K for the fiscal year ended December
  31, 1997, which contains the Registrant's audited financial statements for the
  Registrant's last completed fiscal year (the "1998 Form 10-K").
  
           (b)     All reports filed by the Registrant pursuant to Sections 13(a)
  or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
  Act"), since the 1996 Form 10-K.
  
           (c)     The description of the Registrant's common stock, par value
  $.01 per share (the "Common Stock"), contained in the Registrant's Registration
  Statement on Form 8-A, dated February 19, 1997, (File Number 1-12755),
  including any amendment or report filed for the purpose of updating such
  description.
  
           (d)     The description of the Registrant's common stock purchase
  rights (the "Rights"), contained in the Registrant's Registration Statement on
  Form 8-A, filed on March 10, 1998, (File Number 1-12755), including any
  amendment or report filed for the purpose of updating such description.
  
           All documents subsequently filed by the Registrant 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.
  
  ITEM 4.   DESCRIPTION OF SECURITIES.
  
           Not applicable.
  
                                       II-1
  3
  ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
           Not applicable.
  
  ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
         The Registrant's Certificate of Incorporation provides that no director
  of the Registrant will be personally liable to the Registrant 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 any 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.
  
         The Registrant's 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.
  
                                       II-2
  4
  ITEM 8.   EXHIBITS.
  
   5.1*                      Opinion of Hughes & Luce, L.L.P.
  
  23.1*                      Consent of Deloitte & Touche LLP
  
  23.2*                      Consent of Arthur Andersen LLP
  
  23.3*                      Consent of Hughes & Luce, L.L.P.
                             (contained in Exhibit 5.1)
  
  24.1*                      Power of Attorney (contained in
                             signature page) 
  
  --------------------
  *Filed herewith.   
  
  ITEM 9.   UNDERTAKINGS.
  
           (a)     The Registrant hereby undertakes:
  
                   (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 the Registrant 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 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.
  
                                       II-3
  5
                   (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.
  
           (b)     The Registrant hereby undertakes that for purposes of
  determining any liability under the Securities Act, each filing of the
  Registrant's 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 the Registrant 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, the Registrant has 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 the Registrant against such liabilities (other than the
  payment by the Registrant of expenses incurred or paid by a director, officer
  or controlling person of the Registrant 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, the
  Registrant will, unless in the opinion of its 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 as
  expressed in the Securities Act and will be governed by the final adjudication
  of such issue.
  
                                       II-4
  6
                                     SIGNATURES
  
           Pursuant to the requirements of the Securities Act of 1933, the
  Registrant certifies that it has reasonable grounds to believe that it meets
  all of the requirements for filing on Form S-8 and has duly caused this
  Registration Statement to be signed on its behalf by the undersigned, thereunto
  duly authorized, in the city of Dallas, State of Texas, on April 13, 1998.
  
                               SUIZA FOODS CORPORATION
                               
                               
                               By:  /s/ Tracy L. Noll
                                    ---------------------------------------------
                                    Tracy L. Noll
                                    Vice President and Chief Financial Officer
                                    (Principal Financial and Accounting Officer)
                               
  
                                       II-5
  7
                                 POWER OF ATTORNEY
  
           We, the undersigned officers and directors of Suiza Foods Corporation,
  hereby severally constitute and appoint Gregg L. Engles and Tracy L. Noll, 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, 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                April 13, 1998
  -------------------------------            Executive Officer and Director
  Gregg L. Engles                            (Principal Executive Officer)
  
                                             Director
  -------------------------------                    
  Alan Bernon
  
  /s/ Cletes O. Beshears                     Director                                    April 13, 1998
  -------------------------------                                                                     
  Cletes O. Beshears
  
  /s/ Hector M. Nevares                      Director                                    April 13, 1998
  -------------------------------                                                                     
  Hector M. Nevares
  
  /s/ Stephen L. Green                       Director                                    April 13, 1998
  -------------------------------                                                                     
  Stephen L. Green
  
                                             Director
  -------------------------------                    
  Robert L. Kaminski
  
  /s/ David F. Miller                        Director                                    April 13, 1998
  -------------------------------                                                                     
  David F. Miller
  
  /s/ P. Eugene Pender                       Director                                    April 13, 1998
  -------------------------------                                                                     
  P. Eugene Pender
  
  /s/ Robert Piccinini                       Director                                    April 13, 1998
  -------------------------------                                                                     
  Robert Piccinini
  
  /s/ John R. Muse                           Director                                    April 13, 1998
  -------------------------------                                                                     
  John R. Muse
  
  /s/ Delton C. Parks                        Director                                    April 13, 1998
  -------------------------------                                                                     
  Delton C. Parks
  
  /s/ Jim L. Turner                          Director                                    April 13, 1998
  -------------------------------                                                                     
  Jim L. Turner
  II-6
  8
                                INDEX TO EXHIBITS
  EXHIBIT
  NUMBER                              DESCRIPTION
  -------                             -----------
  5.1*                      Opinion of Hughes & Luce, L.L.P.
  
  23.1*                      Consent of Deloitte & Touche LLP
  
  23.2*                      Consent of Arthur Andersen LLP
  
  23.3*                      Consent of Hughes & Luce, L.L.P.
                             (contained in Exhibit 5.1)
  
  24.1*                      Power of Attorney (contained in
                             signature page)
  --------------------
  *Filed herewith.