<PAGE>

        As filed with the Securities and Exchange Commission on May 29, 1997.

                                                  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)

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

            1997 EMPLOYEE STOCK PURCHASE PLAN OF SUIZA FOODS CORPORATION 
                                 (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       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       250,000         $28.88      $7,220,000        $2,188
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------

     (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 1997 Employee
          Stock Purchase Plan of Suiza Foods Corporation.
     (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 May 27, 1997, in accordance with Rule 457(h)
          promulgated under the Securities Act of 1933, as amended.

<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)  Annual Report on Form 10-K for the fiscal year ended December 31,
1996, which contains the Registrant's audited financial statements for the
Registrant's last completed fiscal year (the "1996 Form 10-K").

     (b)  Quarterly Report on Form 10-Q for the quarter ended March 31, 1997.

     (c)  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.

     (d)  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 001-127-55), 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.

          Not applicable.



                                    II-1

<PAGE>

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.

ITEM 8.  EXHIBITS.

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

23.1*         Consent of Deloitte & Touche LLP

23.2*         Consent of Hughes & Luce, L.L.P. (contained in Exhibit 5.1)

24.1*         Power of Attorney (contained in signature page)


--------------------
*Filed herewith.



                                    II-2

<PAGE>

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
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 


                                   II-3

<PAGE>

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 May 27, 1997.

                                 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>

                               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            May 27, 1997
-----------------------    Executive Officer and Director
Gregg L. Engles            (Principal Executive Officer)


/s/ Cletes O. Beshears
-----------------------    Director                                May 27, 1997
Cletes O. Beshears


/s/ Hector M. Nevares
-----------------------    Director                                May 27, 1997
Hector M. Nevares



-----------------------    Director                                May 27, 1997
Gayle O. Beshears



-----------------------    Director                                May 27, 1997
Stephen L. Green


/s/ Robert L. Kaminski
-----------------------    Director                                May 27, 1997
Robert L. Kaminski



-----------------------    Director                                May 27, 1997
David F. Miller


                                      II-6 
<PAGE>

/s/ P. Eugene Pender
-----------------------    Director                                May 27, 1997
P. Eugene Pender


/s/ Robert Piccinini
-----------------------    Director                                May 27, 1997
Robert Piccinini


                                      II-7
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 15802}]
{"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": "333-28021", "film-number": "97616244"}, "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 May 29, 1997.

                                                  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)

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

            1997 EMPLOYEE STOCK PURCHASE PLAN OF SUIZA FOODS CORPORATION 
                                 (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       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       250,000         $28.88      $7,220,000        $2,188
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------

     (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 1997 Employee
          Stock Purchase Plan of Suiza Foods Corporation.
     (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 May 27, 1997, in accordance with Rule 457(h)
          promulgated under the Securities Act of 1933, as amended.
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,
1996, which contains the Registrant's audited financial statements for the
Registrant's last completed fiscal year (the "1996 Form 10-K").

     (b)  Quarterly Report on Form 10-Q for the quarter ended March 31, 1997.

     (c)  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.

     (d)  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 001-127-55), 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.

          Not applicable.

                                    II-1
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.

ITEM 8.  EXHIBITS.

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

23.1*         Consent of Deloitte & Touche LLP

23.2*         Consent of Hughes & Luce, L.L.P. (contained in Exhibit 5.1)

24.1*         Power of Attorney (contained in signature page)

--------------------
*Filed herewith.

                                    II-2
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
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 

                                   II-3
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 May 27, 1997.

                                 SUIZA FOODS CORPORATION

                                 By: /s/ Tracy L. Noll
                                    -------------------------------------------
                                    Tracy L. Noll
                                    Vice President and Chief Financial Officer
                                    (Principal Financial and Accounting Officer)

                                   II-5
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            May 27, 1997
-----------------------    Executive Officer and Director
Gregg L. Engles            (Principal Executive Officer)

/s/ Cletes O. Beshears
-----------------------    Director                                May 27, 1997
Cletes O. Beshears

/s/ Hector M. Nevares
-----------------------    Director                                May 27, 1997
Hector M. Nevares

-----------------------    Director                                May 27, 1997
Gayle O. Beshears

-----------------------    Director                                May 27, 1997
Stephen L. Green

/s/ Robert L. Kaminski
-----------------------    Director                                May 27, 1997
Robert L. Kaminski

-----------------------    Director                                May 27, 1997
David F. Miller

                                      II-6
/s/ P. Eugene Pender
-----------------------    Director                                May 27, 1997
P. Eugene Pender

/s/ Robert Piccinini
-----------------------    Director                                May 27, 1997
Robert Piccinini

                                      II-7