SUIZA FOODS CORPORATION

                          CERTIFICATE OF AMENDMENT OF
                          CERTIFICATE OF INCORPORATION


     Suiza Foods Corporation, a corporation organized and existing under the 
Delaware General Corporation Law (the "Corporation"),

     DOES HEREBY CERTIFY:

     FIRST: that a meeting of the Board of Directors of Corporation, 
resolutions were duly adopted setting forth a proposed amendment of the 
Certificate of Incorporation of said corporation, declaring said amendments 
to be advisable, and directing that said amendments be submitted to the 
stockholders of said corporation for their consideration. The resolutions 
setting forth the proposed amendments are as follows:

     RESOLVED, that the Board of Directors of the Company hereby adopts, 
approves, and declares advisable a proposal to amend the Certificate of 
Incorporation of the Company, which proposed amendment would strike in its 
entirety Article IV of the Certificate of Incorporation of the Company and 
insert in its place a new Article IV, which would be and read as follows:

         "The total number of shares of capital stock that the Corporation 
         shall have the authority to issue is two hundred and ten thousand 
         shares consisting of (a) 10,000 shares of Preferred Stock, $.01 par
         value per share, and (b) 200,000 shares of Common Stock, $.01 par 
         value per share."

     SECOND: that thereafter, stockholders of said corporation holding the 
necessary number of shares as required by statute duly adopted and approved 
said amendment by written consent pursuant to Section 228 of the Delaware 
General Corporation Law.

     THIRD: that said amendment was duly adopted in accordance with the 
provisions of Section 242 of the Delaware General Corporation Law.

     IN WITNESS WHEREOF, the Board of Directors of the Corporation has caused 
this Certificate of Amendment to be signed by Gregg L. Engles, its Chairman 
of the Board and Chief Executive Officer, and Tracy Noll, its Secretary, this 
27th day of March, 1995.

                                            SUIZA FOODS CORPORATION           

                                            By:   /s/  GREGG L. ENGLES        
                                               ------------------------------ 
                                               Gregg L. Engles                
                                               Chairman of the Board and      
                                               Chief Executive Officer        

ATTEST:

By:   /s/  TRACY NOLL             
   -------------------------------
   Tracy Noll
   Secretary