<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)

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

                      SUIZA FOODS CORPORATION 1997 STOCK OPTION 
                              AND RESTRICTED STOCK PLAN
                                 (Full Title of Plan)

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

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

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

                           CALCULATION OF REGISTRATION FEE
<TABLE>
------------------------------------------------------------------------------------
------------------------------------------------------------------------------------
<S>                  <C>            <C>             <C>                 <C>
                                       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         1,150,000        $28.88         $33,212,000        $10,064
------------------------------------------------------------------------------------
------------------------------------------------------------------------------------
</TABLE>
(1) Pursuant to Rule 416(c) under the Securities Act of 1933, as amended, this
    registration statement also covers an indeterminate additional amount of
    shares of Common Stock to be offered or sold pursuant to the antidilution
    provisions of the Suiza Foods 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 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
-------------------------
Gregg L. Engles             Chairman of the Board, Chief       May 27, 1997
                            Executive Officer and Director
                            (Principal Executive Officer)

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

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


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


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

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


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


                                     II-6
<PAGE>

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

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








                                     II-7
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 15966}]
{"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": "333-28019", "film-number": "97616239"}, "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)

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

                      SUIZA FOODS CORPORATION 1997 STOCK OPTION 
                              AND RESTRICTED STOCK PLAN
                                 (Full Title of Plan)

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

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

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

                           CALCULATION OF REGISTRATION FEE

------------------------------------------------------------------------------------
------------------------------------------------------------------------------------
PROPOSED         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         1,150,000        $28.88         $33,212,000        $10,064
------------------------------------------------------------------------------------
------------------------------------------------------------------------------------
(1) Pursuant to Rule 416(c) under the Securities Act of 1933, as amended, this
    registration statement also covers an indeterminate additional amount of
    shares of Common Stock to be offered or sold pursuant to the antidilution
    provisions of the Suiza Foods 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 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
-------------------------
Gregg L. Engles             Chairman of the Board, Chief       May 27, 1997
                            Executive Officer and Director
                            (Principal Executive Officer)

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

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

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

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

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

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

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

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

                                     II-7