<PAGE>

As filed with the Securities and Exchange Commission on August 30, 1996.

                                                    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 CORPORATION 1995
                    STOCK OPTION AND RESTRICTED STOCK PLAN
                             (Full Title of Plan)

                          -------------------------

        GREGG L. ENGLES                                     COPY TO:
    CHAIRMAN OF THE BOARD AND                     WILLIAM A. MCCORMACK, ESQ.
     CHIEF EXECUTIVE OFFICER                         HUGHES & LUCE, L.L.P.
      3811 TURTLE CREEK BLVD.                    1717 MAIN STREET, SUITE 2800
           SUITE 1300                                 DALLAS, TEXAS  75201
       DALLAS, TEXAS 75219                               (214) 939-5500
         (214) 528-0939
 (Name, Address, and Telephone Number,
 including Area Code, of Agent for Service)

                          -------------------------

                       CALCULATION OF REGISTRATION FEE

- --------------------------------------------------------------------------------
                                   PROPOSED          PROPOSED
TITLE OF EACH CLASS   AMOUNT       MAXIMUM           MAXIMUM        AMOUNT OF
 OF SECURITIES        TO BE     OFFERING PRICE      AGGREGATE     REGISTRATION
TO BE REGISTERED   REGISTERED(1)  PER SHARE(2)   OFFERING PRICE(2)     FEE
- --------------------------------------------------------------------------------
Common Stock,
$.01 par value      1,069,500       17.19          $18,384,705       $6,340
- --------------------------------------------------------------------------------

(1) An indeterminate number of additional shares of Common Stock may be issued
    if the anti-dilution adjustment provisions of the plans become operative.
(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 Nasdaq National Market on Thursday, August 29,
    1996, in accordance with Rule 457(h) promulgated under the Securities Act
    of 1933, as amended.

                                       Page 1 of 13 sequentially numbered pages.
                                             The Index to Exhibits is on page 8.

<PAGE>

                                   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)  Final Prospectus dated April 17, 1996 filed pursuant to Rule 
424(b) of the Securities Act of 1933, as amended (the "Securities Act"), 
relating to the Registrant's Registration Statement on Form S-1, as amended 
(Reg. No. 333-1858), and the Registrant's Registration Statement under 
Rule 462(b) of the Securities Act (Reg. No. 333-03698) (collectively the 
"Form S-1 Registration Statement"), which contains audited financial 
statements of the Registrant for the Registrant's last completed fiscal year 
(the "Final Prospectus").

         (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 Final Prospectus.

         (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 March 30, 1996, 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, being hereinafter referred to as "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>


ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         The Registrant's Certificate of Incorporation provides, consistent 
with the provisions of the Delaware General Corporation Law, 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.  This does not apply, however, with respect to 
any action for unlawful payments of dividends, stock purchase or redemptions, 
nor does it apply if the director: (i) has breached his duty of loyalty to 
the Registrant and its stockholders; (ii) does not act in good faith or, in 
failing to act, does not act in good faith; (iii) has acted in a manner 
involving intentional misconduct or a knowing violation of law or, in failing 
to act, has acted in a manner involving intentional misconduct or a knowing 
violation of law; or (iv) has derived an improper personal benefit.  The 
provisions of the Certificate of Incorporation eliminating liability of 
directors for monetary damages do not affect the standard of conduct to which 
directors must adhere, nor do such provisions affect the availability of 
equitable relief.  In addition, such limitations on personal liability do not 
affect the availability of monetary damages under causes of action based on 
federal law.

         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 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 Underwriting Agreement between the Registrant and Bear, Stearns 
& Co. Inc. and Piper Jaffray, Inc., as representatives of the underwriters 
named therein, a form of which was filed as Exhibit 1.1 to the Company's Form 
S-1 Registration Statement, contains agreements of indemnity between the 
Registrant and the Underwriters as to certain liabilities, including 
liabilities under the Securities Act, and in certain circumstances provides 
for indemnification of the Registrant's officers and directors. In addition, 
the Registrant intends to purchase and maintain insurance on behalf of its 
directors and executive officers insuring them against any liability asserted 
against them in their capacities as directors or executive officers or 
arising out of such status.


                                     II-2

<PAGE>

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  EXHIBITS.

         The Exhibits to this Registration Statement are listed in the Index 
to Exhibits on page II-7 of this Registration Statement, which Index is 
incorporated herein by reference.

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.

              (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


                                     II-3

<PAGE>

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>

                                  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 August 
29, 1996.

                                       SUIZA FOODS CORPORATION


                                          By:  /s/ Gregg L. Engles
                                              ----------------------------------
                                               Gregg L. Engles,
                                               CHAIRMAN OF THE BOARD AND
                                               CHIEF EXECUTIVE OFFICER


                               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, our true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution, for each of us in our name, place and stead,
in any and all capacities, to sign Suiza Food Corporation's Registration
Statement on Form S-8, and any other Registration Statement relating to the same
offering, and any and all amendments thereto (including post-effective
amendments), and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange Commission,
and hereby grant to such attorneys-in-fact and agents, and each of them, full
power and authority to do and perform each and every act and thing requisite and
necessary to be done, as fully to all intents and purposes as each of us might
or could do in person, hereby ratifying and confirming all that said attorneys-
in-fact and agents or any of them or his or their substitute or substitutes may
lawfully do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons in the capacities and
on the dates indicated.

/s/ Gregg L. Engles        Chairman of the Board and Chief      August 29, 1996
- -------------------------- Executive Officer
    Gregg L. Engles        


/s/ Cletes O. Beshears     President, Chief Operating Officer   August 29, 1996
- -------------------------- and Director
    Cletes O. Beshears         


/s/ Hector M. Nevares      President of Suiza-Puerto Rico       August 29, 1996
- -------------------------- and Director
    Hector M. Nevares          


/s/ Gayle O. Beshears      President of Reddy Ice and Director  August 29, 1996
- --------------------------
    Gayle O. Beshears


                                         II-5

<PAGE>


/s/ Tracy L. Noll          Vice President, Chief Financial      August 29, 1996
- -------------------------- Officer and Secretary
    Tracy L. Noll              


/s/ P. Eugene Pender       Director                            August 29, 1996
- --------------------------
    P. Eugene Pender


/s/ Stephen Green          Director                            August 29, 1996
- --------------------------
    Stephen Green


/s/ Robert L. Kaminski     Director                            August 29, 1996
- --------------------------
    Robert L. Kaminski


/s/ Robert Piccinini       Director                            August 29, 1996
- --------------------------
    Robert Piccinini


                           Director                            August   , 1996
- --------------------------                                           ---
  Robert Bartholomew


                                     II-6

<PAGE>

                              INDEX TO EXHIBITS

Exhibit                                                           Sequentially
Number                       Exhibit                             Numbered Page
- --------------------------------------------------------------------------------

4.1      Specimen form of Common Stock certificate of the
         Registrant (filed as Exhibit 4.1 to the Registrant's
         Registration Statement on Form S-1
         (Registration No. 333-1858) and incorporated herein
         by this reference).

4.2      Amended and Restated Reorganization Agreement
         (filed as Exhibit 2.1 to the Registrant's Registration
         Statement on Form S-1 (Registration No. 333-1858)
         and incorporated herein by this reference).

4.3      Certificate of Incorporation of the Registrant
         (filed as Exhibit 3.1 to the Registrant's Registration
         Statement on Form S-1 (Registration No. 333-1858)
         and incorporated herein by this reference).

4.4      Certificate of Amendment of Certificate of
         Incorporation of the Registrant (filed as
         Exhibit 3.2 to the Registrant's Registration
         Statement on Form S-1 (Registration No. 333-1858)
         and incorporated herein by this reference).

4.5      Certificate of Correction of Certificate of Amendment
         of Certificate of Incorporation of the Registrant
         (filed as Exhibit 3.3 to the Registrant's Registration
         Statement on Form S-1 (Registration No. 333-1858)
         and incorporated herein by this reference).

4.6      Certificate of Amendment of Certificate of
         Incorporation of the Registrant (filed as
         Exhibit 3.4 to the Registrant's Registration
         Statement on Form S-1 (Registration No. 333-1858)
         and incorporated herein by this reference).


                                         II-7

<PAGE>


Exhibit                                                           Sequentially
Number                       Exhibit                             Numbered Page
- --------------------------------------------------------------------------------
4.7      Bylaws of the Registrant (filed as Exhibit 3.5 to the
         Registrant's Registration Statement on Form S-1
         (Registration No. 333-1858) and incorporated herein
         by this reference).

4.8      Registration Rights (Exhibit G(2 to Amended and
         Restated Reorganization Agreement) (filed as
         Exhibit 4.2 to the Registrant's Registration
         Statement on Form S-1 (Registration No. 333-1858)
         and incorporated herein by this reference).

4.9      Suiza Foods Corporation Exchange Stock Option and
         Restricted Stock Option Plan (filed as Exhibit 10.1
         to the Registrant's Registration Statement on
         Form S-1 (Registration No. 333-1858) and
         incorporated herein by this reference).

4.10     Exchange Stock Option and Restricted Stock Agreement
         between the Company and Cletes O. Beshears (filed as
         Exhibit 10.2 to the Registrant's Registration
         Statement on Form S-1 (Registration No. 333-1858)
         and incorporated herein by this reference).

4.11     Exchange Stock Option Agreement between the Company
         and Gayle O. Beshears (filed as Exhibit 10.3 to the
         Registrant's Registration Statement on Form S-1
         (Registration No. 333-1858) and incorporated herein
         by this reference).

4.12     Exchange Stock Option Agreement between the Company
         and Gayle O. Beshears (filed as Exhibit 10.4 to the
         Registrant's Registration Statement on Form S-1
         (Registration No. 333-1858) and incorporated herein
         by this reference).

4.13     Suiza Foods Corporation 1995 Stock Option and
         Restricted Stock Plan (filed as Exhibit 10.5 to the
         Registrant's Registration Statement on Form S-1
         (Registration No. 333-1858) and incorporated herein
         by this reference).


                                         II-8

<PAGE>


Exhibit                                                           Sequentially
Number                       Exhibit                             Numbered Page
- --------------------------------------------------------------------------------
4.14     Form of Option Agreement granted March 31, 1995
         between Suiza Foods Corporation and
         Messrs. Gregg L. Engles, Cletes O. Beshears,
         Hector M. Nevares, Gayle O. Beshears and Tracy L. Noll
         (filed as Exhibit 10.6 to the Registrant's
         Registration Statement on Form S-1 (Registration
         No. 333-1858) and incorporated herein by this
         reference).

4.15     Form of Option Agreement granted January 1, 1996
         between Messrs. Gregg L. Engles, Cletes O. Beshears,
         Hector M. Nevares, Gayle O. Beshears, Tracy L. Noll
         and Robert Piccinini (filed as Exhibit 10.7 to the
         Registrant's Registration Statement on Form S-1
         (Registration No. 333-1858) and incorporated herein
         by this reference).

5.1      Opinion of Hughes & Luce, L.L.P.                                 11

23.1     Consent of Hughes & Luce, L.L.P.
         (Contained in Exhibit 5.1)

23.2     Consent of Deloitte & Touche LLP                                 12

24.1     Powers of Attorney (contained at Page II-5)
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 22851}]
{"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": "333-11185", "film-number": "96624438"}, "business-address": {"street1": "3811 TURTLE CREEK BLVD", "street2": "STE 1300", "city": "DALLAS", "state": "TX", "zip": "75219", "phone": "2145283368"}, "mail-address": {"street1": "3811 TURTLE CREEK BLVD", "street2": "SUITE 1300", "city": "DALLAS", "state": "TX", "zip": "75219"}}
As filed with the Securities and Exchange Commission on August 30, 1996.

                                                    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 CORPORATION 1995
                    STOCK OPTION AND RESTRICTED STOCK PLAN
                             (Full Title of Plan)

                          -------------------------

        GREGG L. ENGLES                                     COPY TO:
    CHAIRMAN OF THE BOARD AND                     WILLIAM A. MCCORMACK, ESQ.
     CHIEF EXECUTIVE OFFICER                         HUGHES & LUCE, L.L.P.
      3811 TURTLE CREEK BLVD.                    1717 MAIN STREET, SUITE 2800
           SUITE 1300                                 DALLAS, TEXAS  75201
       DALLAS, TEXAS 75219                               (214) 939-5500
         (214) 528-0939
 (Name, Address, and Telephone Number,
 including Area Code, of Agent for Service)

                          -------------------------

                       CALCULATION OF REGISTRATION FEE

- --------------------------------------------------------------------------------
                                   PROPOSED          PROPOSED
TITLE OF EACH CLASS   AMOUNT       MAXIMUM           MAXIMUM        AMOUNT OF
 OF SECURITIES        TO BE     OFFERING PRICE      AGGREGATE     REGISTRATION
TO BE REGISTERED   REGISTERED(1)  PER SHARE(2)   OFFERING PRICE(2)     FEE
- --------------------------------------------------------------------------------
Common Stock,
$.01 par value      1,069,500       17.19          $18,384,705       $6,340
- --------------------------------------------------------------------------------

(1) An indeterminate number of additional shares of Common Stock may be issued
    if the anti-dilution adjustment provisions of the plans become operative.
(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 Nasdaq National Market on Thursday, August 29,
    1996, in accordance with Rule 457(h) promulgated under the Securities Act
    of 1933, as amended.

                                       Page 1 of 13 sequentially numbered pages.
                                             The Index to Exhibits is on page 8.
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)  Final Prospectus dated April 17, 1996 filed pursuant to Rule 
424(b) of the Securities Act of 1933, as amended (the "Securities Act"), 
relating to the Registrant's Registration Statement on Form S-1, as amended 
(Reg. No. 333-1858), and the Registrant's Registration Statement under 
Rule 462(b) of the Securities Act (Reg. No. 333-03698) (collectively the 
"Form S-1 Registration Statement"), which contains audited financial 
statements of the Registrant for the Registrant's last completed fiscal year 
(the "Final Prospectus").

         (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 Final Prospectus.

         (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 March 30, 1996, 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, being hereinafter referred to as "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
ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         The Registrant's Certificate of Incorporation provides, consistent 
with the provisions of the Delaware General Corporation Law, 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.  This does not apply, however, with respect to 
any action for unlawful payments of dividends, stock purchase or redemptions, 
nor does it apply if the director: (i) has breached his duty of loyalty to 
the Registrant and its stockholders; (ii) does not act in good faith or, in 
failing to act, does not act in good faith; (iii) has acted in a manner 
involving intentional misconduct or a knowing violation of law or, in failing 
to act, has acted in a manner involving intentional misconduct or a knowing 
violation of law; or (iv) has derived an improper personal benefit.  The 
provisions of the Certificate of Incorporation eliminating liability of 
directors for monetary damages do not affect the standard of conduct to which 
directors must adhere, nor do such provisions affect the availability of 
equitable relief.  In addition, such limitations on personal liability do not 
affect the availability of monetary damages under causes of action based on 
federal law.

         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 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 Underwriting Agreement between the Registrant and Bear, Stearns 
& Co. Inc. and Piper Jaffray, Inc., as representatives of the underwriters 
named therein, a form of which was filed as Exhibit 1.1 to the Company's Form 
S-1 Registration Statement, contains agreements of indemnity between the 
Registrant and the Underwriters as to certain liabilities, including 
liabilities under the Securities Act, and in certain circumstances provides 
for indemnification of the Registrant's officers and directors. In addition, 
the Registrant intends to purchase and maintain insurance on behalf of its 
directors and executive officers insuring them against any liability asserted 
against them in their capacities as directors or executive officers or 
arising out of such status.

                                     II-2
ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  EXHIBITS.

         The Exhibits to this Registration Statement are listed in the Index 
to Exhibits on page II-7 of this Registration Statement, which Index is 
incorporated herein by reference.

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.

              (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

                                     II-3
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
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 August 
29, 1996.

                                       SUIZA FOODS CORPORATION

                                          By:  /s/ Gregg L. Engles
                                              ----------------------------------
                                               Gregg L. Engles,
                                               CHAIRMAN OF THE BOARD AND
                                               CHIEF EXECUTIVE OFFICER

                               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, our true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution, for each of us in our name, place and stead,
in any and all capacities, to sign Suiza Food Corporation's Registration
Statement on Form S-8, and any other Registration Statement relating to the same
offering, and any and all amendments thereto (including post-effective
amendments), and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange Commission,
and hereby grant to such attorneys-in-fact and agents, and each of them, full
power and authority to do and perform each and every act and thing requisite and
necessary to be done, as fully to all intents and purposes as each of us might
or could do in person, hereby ratifying and confirming all that said attorneys-
in-fact and agents or any of them or his or their substitute or substitutes may
lawfully do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons in the capacities and
on the dates indicated.

/s/ Gregg L. Engles        Chairman of the Board and Chief      August 29, 1996
- -------------------------- Executive Officer
    Gregg L. Engles        

/s/ Cletes O. Beshears     President, Chief Operating Officer   August 29, 1996
- -------------------------- and Director
    Cletes O. Beshears         

/s/ Hector M. Nevares      President of Suiza-Puerto Rico       August 29, 1996
- -------------------------- and Director
    Hector M. Nevares          

/s/ Gayle O. Beshears      President of Reddy Ice and Director  August 29, 1996
- --------------------------
    Gayle O. Beshears

                                         II-5
/s/ Tracy L. Noll          Vice President, Chief Financial      August 29, 1996
- -------------------------- Officer and Secretary
    Tracy L. Noll              

/s/ P. Eugene Pender       Director                            August 29, 1996
- --------------------------
    P. Eugene Pender

/s/ Stephen Green          Director                            August 29, 1996
- --------------------------
    Stephen Green

/s/ Robert L. Kaminski     Director                            August 29, 1996
- --------------------------
    Robert L. Kaminski

/s/ Robert Piccinini       Director                            August 29, 1996
- --------------------------
    Robert Piccinini

                           Director                            August   , 1996
- --------------------------                                           ---
  Robert Bartholomew

                                     II-6
INDEX TO EXHIBITS

Exhibit                                                           Sequentially
Number                       Exhibit                             Numbered Page
- --------------------------------------------------------------------------------

4.1      Specimen form of Common Stock certificate of the
         Registrant (filed as Exhibit 4.1 to the Registrant's
         Registration Statement on Form S-1
         (Registration No. 333-1858) and incorporated herein
         by this reference).

4.2      Amended and Restated Reorganization Agreement
         (filed as Exhibit 2.1 to the Registrant's Registration
         Statement on Form S-1 (Registration No. 333-1858)
         and incorporated herein by this reference).

4.3      Certificate of Incorporation of the Registrant
         (filed as Exhibit 3.1 to the Registrant's Registration
         Statement on Form S-1 (Registration No. 333-1858)
         and incorporated herein by this reference).

4.4      Certificate of Amendment of Certificate of
         Incorporation of the Registrant (filed as
         Exhibit 3.2 to the Registrant's Registration
         Statement on Form S-1 (Registration No. 333-1858)
         and incorporated herein by this reference).

4.5      Certificate of Correction of Certificate of Amendment
         of Certificate of Incorporation of the Registrant
         (filed as Exhibit 3.3 to the Registrant's Registration
         Statement on Form S-1 (Registration No. 333-1858)
         and incorporated herein by this reference).

4.6      Certificate of Amendment of Certificate of
         Incorporation of the Registrant (filed as
         Exhibit 3.4 to the Registrant's Registration
         Statement on Form S-1 (Registration No. 333-1858)
         and incorporated herein by this reference).

                                         II-7
Exhibit                                                           Sequentially
Number                       Exhibit                             Numbered Page
- --------------------------------------------------------------------------------
4.7      Bylaws of the Registrant (filed as Exhibit 3.5 to the
         Registrant's Registration Statement on Form S-1
         (Registration No. 333-1858) and incorporated herein
         by this reference).

4.8      Registration Rights (Exhibit G(2 to Amended and
         Restated Reorganization Agreement) (filed as
         Exhibit 4.2 to the Registrant's Registration
         Statement on Form S-1 (Registration No. 333-1858)
         and incorporated herein by this reference).

4.9      Suiza Foods Corporation Exchange Stock Option and
         Restricted Stock Option Plan (filed as Exhibit 10.1
         to the Registrant's Registration Statement on
         Form S-1 (Registration No. 333-1858) and
         incorporated herein by this reference).

4.10     Exchange Stock Option and Restricted Stock Agreement
         between the Company and Cletes O. Beshears (filed as
         Exhibit 10.2 to the Registrant's Registration
         Statement on Form S-1 (Registration No. 333-1858)
         and incorporated herein by this reference).

4.11     Exchange Stock Option Agreement between the Company
         and Gayle O. Beshears (filed as Exhibit 10.3 to the
         Registrant's Registration Statement on Form S-1
         (Registration No. 333-1858) and incorporated herein
         by this reference).

4.12     Exchange Stock Option Agreement between the Company
         and Gayle O. Beshears (filed as Exhibit 10.4 to the
         Registrant's Registration Statement on Form S-1
         (Registration No. 333-1858) and incorporated herein
         by this reference).

4.13     Suiza Foods Corporation 1995 Stock Option and
         Restricted Stock Plan (filed as Exhibit 10.5 to the
         Registrant's Registration Statement on Form S-1
         (Registration No. 333-1858) and incorporated herein
         by this reference).

                                         II-8
Exhibit                                                           Sequentially
Number                       Exhibit                             Numbered Page
- --------------------------------------------------------------------------------
4.14     Form of Option Agreement granted March 31, 1995
         between Suiza Foods Corporation and
         Messrs. Gregg L. Engles, Cletes O. Beshears,
         Hector M. Nevares, Gayle O. Beshears and Tracy L. Noll
         (filed as Exhibit 10.6 to the Registrant's
         Registration Statement on Form S-1 (Registration
         No. 333-1858) and incorporated herein by this
         reference).

4.15     Form of Option Agreement granted January 1, 1996
         between Messrs. Gregg L. Engles, Cletes O. Beshears,
         Hector M. Nevares, Gayle O. Beshears, Tracy L. Noll
         and Robert Piccinini (filed as Exhibit 10.7 to the
         Registrant's Registration Statement on Form S-1
         (Registration No. 333-1858) and incorporated herein
         by this reference).

5.1      Opinion of Hughes & Luce, L.L.P.                                 11

23.1     Consent of Hughes & Luce, L.L.P.
         (Contained in Exhibit 5.1)

23.2     Consent of Deloitte & Touche LLP                                 12

24.1     Powers of Attorney (contained at Page II-5)