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                                                Rule 424(b)(3)
                                                Registration No.    333-56613
                                                                    333-56613-01


PROSPECTUS SUPPLEMENT NO. 5
(TO PROSPECTUS DATED JULY  21, 1998)

                         12,000,000 PREFERRED SECURITIES

                             SUIZA CAPITAL TRUST II

                  5 1/2% TRUST CONVERTIBLE PREFERRED SECURITIES
               (LIQUIDATION PREFERENCE $50 PER PREFERRED SECURITY
                  GUARANTEED TO THE EXTENT SET FORTH HEREIN BY,
                      AND CONVERTIBLE INTO COMMON STOCK OF,

                             SUIZA FOODS CORPORATION

         This Prospectus Supplement No. 5 supplements and amends the Prospectus
dated July 21, 1998, as supplemented and amended by that Prospectus Supplement
No. 1 dated July 23, 1998, that Prospectus Supplement No. 2 dated August 10,
1998, that Prospectus Supplement No. 3 dated August 20, 1998, and that
Prospectus Supplement No. 4 dated September 29, 1998 (collectively, the
"Prospectus") relating to the 5 1/2% Trust Convertible Preferred Securities (the
"Preferred Securities") which represent undivided beneficial interests in the
assets of Suiza Capital Trust II, a statutory business trust created under the
laws of the State of Delaware (the "Issuer" or the "Trust"), the common
securities of the Issuer (the "Common Securities" and, together with the
Preferred Securities, the "Trust Securities"), the 5 1/2% Convertible
Subordinated Debentures due April 1, 2028 (the "Debentures") issued by Suiza
Foods Corporation, a Delaware corporation ("Suiza"), the Common Stock (as
defined) issuable upon conversion of the Preferred Securities or the Debentures,
as applicable, and the associated Guarantee (as defined) (collectively, the
"Offered Securities"). All capitalized terms used but not otherwise defined in
this Prospectus Supplement shall have the meanings ascribed thereto in the
Prospectus.

         Following their original issuance by the Trust, the Preferred
Securities have been resold by the Initial Purchasers and subsequent purchasers
thereof to qualified institutional buyers in transactions exempt from
registration under Rule 144A promulgated under the Securities Act. The Preferred
Securities have been and will remain eligible for resale on the PORTAL Market.
However, Preferred Securities resold pursuant to this Prospectus will no longer
be eligible for trading on the PORTAL Market. Suiza and the Trust do not
currently intend to list the Preferred Securities resold pursuant to this
Prospectus on any securities exchange or to seek approval for quotation through
any automated quotation system. Accordingly, there can be no assurance as to the
development or liquidity of any market for the Preferred Securities resold under
this Prospectus. See "Risk Factors -- Absence of Public Market for the Preferred
Securities" in the Prospectus.

         Neither Suiza nor the Trust will receive any of the proceeds from the
sale of the Preferred Securities by the Selling Holders. Expenses of preparing
and filing the Registration Statement, the Prospectus, this Prospectus
Supplement No. 5 and all other prospectus supplements are borne by Suiza.

         The Prospectus, together with this Prospectus Supplement No. 5,
constitutes the prospectus required to be delivered by Section 5(b) of the
Securities Act with respect to offers and sales of the Preferred Securities and
the Common Stock issuable upon conversion of the Preferred Securities. All
references in the Prospectus to "this Prospectus" are hereby amended to read
"this Prospectus (as supplemented and amended)".

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

         SEE "RISK FACTORS" BEGINNING ON PAGE 13 FOR A DISCUSSION OF CERTAIN
FACTORS THAT SHOULD BE CONSIDERED IN CONNECTION WITH AN INVESTMENT IN THE
OFFERED SECURITIES. 

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

    THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
           EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR
             HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
                SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
                 ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
                      TO THE CONTRARY IS A CRIMINAL OFFENSE

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


           The date of this Prospectus Supplement is October 23, 1998.



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         The Prospectus is hereby amended to add the following information to
the end of the Section of the Prospectus entitled "Selling Holders":

         The table below sets forth information as of October 23, 1998
concerning beneficial ownership of the Preferred Securities of each of the
Selling Holders. All information concerning beneficial ownership has been
furnished by the Selling Holders.



                                                             PREFERRED SECURITIES            
                                                             OWNED BEFORE OFFERING              NO. OF PREFERRED     
                                                             ---------------------            SECURITIES OFFERED IN           
            NAME OF SELLING HOLDER (1)                     NUMBER             PERCENT             THE OFFERING
- ----------------------------------------------------       ------             -------             ------------
                                                                                                  
Credit Suisse First Boston Corporation                     67,000                *                   67,000
Donaldson, Lufkin & Jenrette Securities                    40,000                *                   40,000
  Corporation (2)
The Dow Chemical Company Employees' Retirement              9,600                *                    9,600
  Plan (3)
Greek Catholic Union                                          800                *                      800
HBK Finance L.P.                                            7,500                *                    7,500
HBK Offshore Fund Ltd.                                     17,500                *                   17,500
Port Authority of Allegheny County Retirement and           3,800                *                    3,800
  Disability Allowance Plan for the Employees
  Represented by Local 85 of the Amalgamated Transit
  Union (4)>


- -------------------------  
*     Less than 1%.

(1)      Except as otherwise set forth herein, none of the Selling Holders has, 
         or within the last three years has had, any position, office or other
         material relationship with Suiza or the Trust or any of their
         predecessors or affiliates.

(2)      Donaldson, Lufkin & Jenrette Securities Corporation ("DLJ") has in the
         past provided to Suiza and its affiliates investment banking and
         investment advisory services including acting as a lead Initial
         Purchaser in the original offering of the Offered Securities. In each
         case, DLJ received only customary fees in connection with the provision
         of such services. The Preferred Securities included herein for the
         account of DLJ are in addition to those previously disclosed for the
         account of DLJ in the Prospectus.

(3)      The Preferred Securities included herein for the account of The Dow
         Chemical Company Employees' Retirement Plan ("Dow") are in addition to
         those previously disclosed for the account of Dow in the Prospectus.

(4)      The Preferred Securities included herein for the account of Port
         Authority of Allegheny County Retirement and Disability Allowance Plan
         for the Employees Represented by Local 85 of the Amalgamated Transit
         Union ("Allegheny") are in addition to those previously disclosed for
         the account of Allegheny in the Prospectus.


         The Selling Holders identified above may have sold, transferred or
otherwise disposed of all or a portion of their Preferred Securities since the
date on which they provided the information regarding their Preferred Securities
in transactions exempt from the registration requirements of the Securities Act.
None of the above listed Selling Holders has converted any of the Preferred
Securities into shares of Common Stock. See "Description of Preferred Securities
- -- Conversion Rights" in the Prospectus. Additional Selling Holders or other
information concerning the above listed Selling Holders may be set forth from
time to time in additional prospectus supplements.




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