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 the Board of Directors of the Corporation at a special 
meeting of the Board of Directors called for such purpose, duly adopted 
resolutions by unanimous vote setting forth a proposed amendment to the 
Certificate of Incorporation of said corporation, declaring said amendment to 
be advisable, and directing that said amendment be submitted to the 
stockholders of said corporation for their consideration.  The resolution 
setting forth the proposed amendment is as follows:

         RESOLVED, that the Board of Directors of the Corporation hereby
    adopts, approves, and declares advisable a proposal to amend the
    Certificate of Incorporation of the Corporation, which proposed
    amendment would strike in its entirety paragraph (A) of Article IV of
    the Certificate of Incorporation of the Corporation and insert in its
    place a new paragraph (A) of Article IV, as follows:
    
    "The total number of shares of capital stock that the Corporation
    shall have the authority to issue is 21,000,000, consisting of (a)
    1,000,000 shares of Preferred Stock, $.01 par value per share, and (b)
    20,000,000 shares of Common Stock, $.01 par value per share."
    
    SECOND: that thereafter, stockholders of said corporation, which hold 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.

    FOURTH: that written notice of the adoption of said amendment by less 
than unanimous consent of the stockholders has been given in accordance with 
Section 228 of the Delaware General Corporation Law.



    IN WITNESS WHEREOF, the Board of Directors of the Company has caused this 
Certificate of Amendment to be signed by Gregg L. Engles, its Chairman and 
Chief Executive Officer, as of February 29, 1996.

                             SUIZA FOODS CORPORATION


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