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


PROSPECTUS SUPPLEMENT NO. 3
(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. 3 supplements and amends the Prospectus
dated July 21, 1998, as supplemented and amended by that Prospectus Supplement
No. 1 dated July 23, 1998, and that Prospectus Supplement No. 2 dated August 10,
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. 3 and all other prospectus supplements are borne by Suiza.

         The Prospectus, together with this Prospectus Supplement No. 3,
constitutes the prospectus required to be delivered by Section 5(b) of the
Securities Act with respect to offers and sales of the



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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 August 20, 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 August 20, 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
- ---------------------------------------------------    ---------         -------           ---------------------
                                                                                         
AARP Balanced Stock & Bond Fund                           98,000             *                       98,000
AARP Growth & Income Fund (2)                          1,400,000            11.7                  1,400,000
Credit Suisse First Boston Corporation                    20,000             *                       20,000
Scudder Dividend & Growth Fund                             6,100             *                        6,100
Scudder Growth & Income Fund (2)                       1,500,000            12.5                  1,500,000



- --------------------
*     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)      The address for this holder is c/o Scudder Kemper Investments, 345 Park
         Avenue, New York, New York 10154.

         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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