SUIZA FOODS CORPORATION
                                       
                        CERTIFICATE OF CORRECTION OF 
                         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 THAT:

    1.   The Certificate of Amendment of Certificate of Incorporation (the 
"Certificate of Amendment") of the Corporation, which was filed with the 
Secretary of State of Delaware on March 28, 1995, is hereby corrected in 
order to conform the resolution stated therein to that duly adopted by the 
Corporation's Board of Director's.

    2.   The portion of the Certificate of Amendment to be corrected is 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:"
         
    4.   The portion of the Certificate of Amendment instrument in corrected 
form, which form accurately reflects the resolution duly adopted by the 
Corporation's Board or Directors, is 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
              Paragraph A of Article IV of the Certificate of
              Incorporation of the Company and insert in its place a new
              Paragraph A of Article IV, which would be and read as
              follows:"
              
Signed on June 6, 1995.


                                       SUIZA FOODS CORPORATION


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