content: <PAGE>   1
  
         As filed with the Securities and Exchange Commission on December 3, 1998.
                                                 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.)
  
  
                         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 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                           3811 TURTLE CREEK BLVD.
  SUIZA FOODS CORPORATION                             SUITE 1300
  3811 TURTLE CREEK BLVD., SUITE 1300                 DALLAS, TEXAS  75219
  DALLAS, TEXAS  75219                                (214) 528-0939
  (214) 528-0939
  (Name, address, and telephone number,               WILLIAM A. MCCORMACK 
  including area code, of agent for service)          HUGHES & LUCE, L.L.P.
                                                      1717 MAIN STREET, SUITE 2800
                                                      DALLAS, TEXAS  75201
  
                               -----------------------
  
                           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,              1,000,000              $46.0625             $46,062,500            $12,805.38
       $.01 par value
  
  --------------------------------------------------------------------------------------------------------------------
  </TABLE>
  
  (1)    Pursuant to Rule 416 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 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 December 2,
         1998, in accordance with Rule 457(h) promulgated under the Securities Act
         of 1933, as amended.
  
  
  <PAGE>   2
  
  
  
  
  
                                  EXPLANATORY NOTE
  
           Suiza Foods Corporation (the "Registrant") has amended its 1997 Stock
  Option and Restricted Stock Plan (the "Plan") to add 1,000,000 shares of its
  common stock, par value $.01 per share (the "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 1,000,000 shares of Common Stock.
  
                                       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 the Registrant and Continental Can
  Company, Inc., a subsidiary of the Registrant, are incorporated by reference in
  this Registration Statement:
  
           (a)   Registrant's 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 "1997 Form 10-K").
  
           (b)   Registrant's Quarterly Report on Form 10-Q for the quarter ended
  March 31, 1998.
  
           (c)   Registrant's Quarterly Report on Form 10-Q for the quarter ended
  June 30, 1998, as amended.
  
           (d)   Registrant's Quarterly Report on Form 10-Q for the quarter ended
  September 30, 1998.
  
           (e)   Registrant's Current Reports on Form 8-K filed January 15, 1998,
  February 18, 1998, February 25, 1998, March 9, 1998 (as amended on April 7,
  1998), March 10, 1998, March 18, 1998, March 20, 1998, June 2, 1998 and
  September 14, 1998.
  
           (f)   Annual Report on Form 10-K of Continental Can Company, Inc. for
  the fiscal year ended December 31, 1997.
  
           (g)   Quarterly Report on Form 10-Q of Continental Can Company, Inc. 
  for the quarter ended March 31, 1998.
  
           (h)   All other 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 end of the fiscal year covered by the 1997 Form 10-K.
  
  
  
  
  
  
                                       Page 2
  
  <PAGE>   3
  
  
           (i)   The description of the Registrant's Common Stock contained in the
  Registrant's 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 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.
  
  ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
           No 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 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.
  
  
  
  
  
  
                                       Page 3
  
  
  <PAGE>   4
  
  
  
           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.
  
  ITEM 8.    EXHIBITS
  
      5.1*     Opinion of Hughes & Luce, L.L.P.
  
      23.1*    Consent of Hughes & Luce, L.L.P. (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)    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;
  
  
  
  
  
                                       Page 4
  
  
  <PAGE>   5
  
  
  
      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 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.
  
      (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 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, 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 or amendment thereto to be signed on its behalf by the undersigned,
  thereunto duly authorized, in the City of Dallas, State of Texas, on this 3rd
  day of December, 1998.
  
                                             SUIZA FOODS CORPORATION
  
  
                                             By: /s/ Michelle P. Goolsby
                                                -----------------------------
                                                Michelle P. Goolsby
                                                Executive Vice President, General
                                                Counsel and Secretary
  
  
  
  
                                       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               December 3, 1998
  ----------------------------------           Executive Officer and Director
  Gregg L. Engles                              (Principal Executive Officer)
                                               
  
  /s/ CLETES O. BESHEARS
  ----------------------------------           Director                                   December 3, 1998
  Cletes O. Beshears
  
  
  /s/ HECTOR M. NEVARES
  ----------------------------------           Director                                   December 3, 1998
  Hector M. Nevares
  
  
  /s/ STEPHEN L. GREEN
  ----------------------------------           Director                                   December 3, 1998
  Stephen L. Green
  
  
  /s/ ROBERT L. KAMINSKI
  ----------------------------------           Director                                   December 3, 1998
  Robert L. Kaminski
  
  
  /s/ DAVID F. MILLER
  ----------------------------------           Director                                   December 3, 1998
  David F. Miller
  
  
  /s/ P. EUGENE PENDER
  ----------------------------------           Director                                   December 3, 1998
  P. Eugene Pender
  
  
  /s/ JOSEPH S. HARDIN, JR.
  ----------------------------------           Director                                   December 3, 1998
  Joseph S. Hardin, Jr.
  </TABLE>
  
  
                                       Page 7
  
  
  <PAGE>   8
  
  <TABLE>
  
  <S>                                          <C>                                        <C>
  /s/ ALAN J. BERNON       
  ----------------------------------           Director                                   December 3, 1998
  Alan J. Bernon
  
  
  /s/ DELTON C. PARKS
  ----------------------------------           Director                                   December 3, 1998
  Delton C. Parks
  
  
  /s/ JOHN R. MUSE
  ----------------------------------           Director                                   December 3, 1998
  John R. Muse
  
  
  /s/ JIM L. TURNER
  ----------------------------------           Director                                   December 3, 1998
  Jim L. Turner
  </TABLE>
  
  
                                       Page 8
  
  <PAGE>   9
                                 INDEX TO EXHIBITS
  
  
  
  <TABLE>
  <CAPTION>
  
  EXHIBIT
  NUMBER       DESCRIPTION
  -------      -----------
  <S>          <C>
  
      5.1*     Opinion of Hughes & Luce, L.L.P.
  
      23.1*    Consent of Hughes & Luce, L.L.P. (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
  </TABLE>
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 19229}]
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": "333-68319", "film-number": "98763652"}, "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 December 3, 1998.
                                                 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.)
  
                         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 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                           3811 TURTLE CREEK BLVD.
  SUIZA FOODS CORPORATION                             SUITE 1300
  3811 TURTLE CREEK BLVD., SUITE 1300                 DALLAS, TEXAS  75219
  DALLAS, TEXAS  75219                                (214) 528-0939
  (214) 528-0939
  (Name, address, and telephone number,               WILLIAM A. MCCORMACK 
  including area code, of agent for service)          HUGHES & LUCE, L.L.P.
                                                      1717 MAIN STREET, SUITE 2800
                                                      DALLAS, TEXAS  75201
  
                               -----------------------
  
                           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,              1,000,000              $46.0625             $46,062,500            $12,805.38
       $.01 par value
  
  --------------------------------------------------------------------------------------------------------------------
  (1)    Pursuant to Rule 416 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 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 December 2,
         1998, in accordance with Rule 457(h) promulgated under the Securities Act
         of 1933, as amended.
  2
  
                                  EXPLANATORY NOTE
  
           Suiza Foods Corporation (the "Registrant") has amended its 1997 Stock
  Option and Restricted Stock Plan (the "Plan") to add 1,000,000 shares of its
  common stock, par value $.01 per share (the "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 1,000,000 shares of Common Stock.
  
                                       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 the Registrant and Continental Can
  Company, Inc., a subsidiary of the Registrant, are incorporated by reference in
  this Registration Statement:
  
           (a)   Registrant's 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 "1997 Form 10-K").
  
           (b)   Registrant's Quarterly Report on Form 10-Q for the quarter ended
  March 31, 1998.
  
           (c)   Registrant's Quarterly Report on Form 10-Q for the quarter ended
  June 30, 1998, as amended.
  
           (d)   Registrant's Quarterly Report on Form 10-Q for the quarter ended
  September 30, 1998.
  
           (e)   Registrant's Current Reports on Form 8-K filed January 15, 1998,
  February 18, 1998, February 25, 1998, March 9, 1998 (as amended on April 7,
  1998), March 10, 1998, March 18, 1998, March 20, 1998, June 2, 1998 and
  September 14, 1998.
  
           (f)   Annual Report on Form 10-K of Continental Can Company, Inc. for
  the fiscal year ended December 31, 1997.
  
           (g)   Quarterly Report on Form 10-Q of Continental Can Company, Inc. 
  for the quarter ended March 31, 1998.
  
           (h)   All other 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 end of the fiscal year covered by the 1997 Form 10-K.
  
                                       Page 2
  3
  
           (i)   The description of the Registrant's Common Stock contained in the
  Registrant's 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 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.
  
  ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
           No 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 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.
  
                                       Page 3
  4
  
           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.
  
  ITEM 8.    EXHIBITS
  
      5.1*     Opinion of Hughes & Luce, L.L.P.
  
      23.1*    Consent of Hughes & Luce, L.L.P. (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)    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;
  
                                       Page 4
  5
  
      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 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.
  
      (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 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, 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 or amendment thereto to be signed on its behalf by the undersigned,
  thereunto duly authorized, in the City of Dallas, State of Texas, on this 3rd
  day of December, 1998.
  
                                             SUIZA FOODS CORPORATION
  
                                             By: /s/ Michelle P. Goolsby
                                                -----------------------------
                                                Michelle P. Goolsby
                                                Executive Vice President, General
                                                Counsel and Secretary
  
                                       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               December 3, 1998
  ----------------------------------           Executive Officer and Director
  Gregg L. Engles                              (Principal Executive Officer)
                                               
  
  /s/ CLETES O. BESHEARS
  ----------------------------------           Director                                   December 3, 1998
  Cletes O. Beshears
  
  /s/ HECTOR M. NEVARES
  ----------------------------------           Director                                   December 3, 1998
  Hector M. Nevares
  
  /s/ STEPHEN L. GREEN
  ----------------------------------           Director                                   December 3, 1998
  Stephen L. Green
  
  /s/ ROBERT L. KAMINSKI
  ----------------------------------           Director                                   December 3, 1998
  Robert L. Kaminski
  
  /s/ DAVID F. MILLER
  ----------------------------------           Director                                   December 3, 1998
  David F. Miller
  
  /s/ P. EUGENE PENDER
  ----------------------------------           Director                                   December 3, 1998
  P. Eugene Pender
  
  /s/ JOSEPH S. HARDIN, JR.
  ----------------------------------           Director                                   December 3, 1998
  Joseph S. Hardin, Jr.
  Page 7
  8
  /s/ ALAN J. BERNON       
  ----------------------------------           Director                                   December 3, 1998
  Alan J. Bernon
  
  /s/ DELTON C. PARKS
  ----------------------------------           Director                                   December 3, 1998
  Delton C. Parks
  
  /s/ JOHN R. MUSE
  ----------------------------------           Director                                   December 3, 1998
  John R. Muse
  
  /s/ JIM L. TURNER
  ----------------------------------           Director                                   December 3, 1998
  Jim L. Turner
  Page 8
  9
                                 INDEX TO EXHIBITS
  EXHIBIT
  NUMBER       DESCRIPTION
  -------      -----------
  5.1*     Opinion of Hughes & Luce, L.L.P.
  
      23.1*    Consent of Hughes & Luce, L.L.P. (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