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                                                                    EXHIBIT 10.1


                             SUIZA FOODS CORPORATION
                           SECOND AMENDED AND RESTATED
                   1997 STOCK OPTION AND RESTRICTED STOCK PLAN

     1. Purpose of the Plan. This Plan shall be known as the Suiza Foods
Corporation Second Amended and Restated 1997 Stock Option and Restricted Stock
Plan. The purpose of the Plan is to attract and retain the best available
persons for positions of substantial responsibility and to provide incentives to
such persons to promote the success of the business of Suiza Foods Corporation
and its subsidiaries.

     Certain options granted under this Plan are intended to qualify as
"incentive stock options" pursuant to Section 422 of the Internal Revenue Code
of 1986, as amended from time to time, while certain other options granted under
the Plan will constitute nonqualified options.

     2. Definitions. As used herein, the following definitions shall apply:

          "Board" means the Board of Directors of the Corporation.

          "Change in Control" means (1) any "person" (as such term is used in
Section 13(d) of the Exchange Act) becomes the "beneficial owner" (as determined
pursuant to Rule 13d-3 under the Exchange Act), directly or indirectly, of
securities of the Corporation representing thirty percent (30%) or more of the
combined voting power of the Corporation's then outstanding securities; or (2)
during any period of two (2) consecutive years (not including any period prior
to the execution of this Agreement), individuals who at the beginning of such
period constitute the members of the Corporation's Board of Directors (the
"Board") and any new director, whose election to the Board or nomination for
election to the Board by the Corporation's stockholders was approved by a vote
of at least two-thirds (2/3) of the directors then still in office who either
were directors at the beginning of the period or whose election or nomination
for election was previously so approved, cease for any reason to constitute a
majority of the Board; or (3) the Corporation or any subsidiary of the
Corporation shall merge with or consolidate into any other corporation, other
than a merger or consolidation which would result in the holders of the voting
securities of the Corporation outstanding immediately prior thereto holding
immediately thereafter securities representing more than sixty percent (60%) of
the combined voting power of the voting securities of the Corporation or such
surviving entity (or its ultimate parent, if applicable) outstanding immediately
after such merger or consolidation; or (4) the stockholders of the Corporation
approve a plan of complete liquidation of the Corporation or an agreement for
the sale or disposition by the Corporation of all or substantially all of the
Corporation's assets or such a plan is commenced.

          "Common Stock" means the common stock, $.01 par value per share, of
the Corporation. Except as otherwise provided herein, all Common Stock issued
pursuant to the Plan shall have the same rights as all other issued and
outstanding shares of Common Stock, including but not limited to voting rights,
the right to dividends, if declared and paid, and the right to pro rata
distributions of the Corporation's assets in the event of liquidation.


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          "Code" means the Internal Revenue Code of 1986, as amended from time
to time.

          "Committee" means the committee described in Section 20 that
administers the Plan or, if no such committee has been appointed, the full
Board.

          "Consultant" means any consultant or advisor who renders bona fide
services to the Corporation or one of its Subsidiaries, which services are not
in connection with the offer or sale of securities in a capital-raising
transaction.

          "Corporation" means Suiza Foods Corporation, a Delaware corporation.

          "Date of Grant" shall have the meaning set forth in Section 8 hereof.

          "Employee" means any officer or other key employee of the Corporation
or one of its Subsidiaries (including any director who is also an officer or key
employee of the Corporation or one of its Subsidiaries).

          "Exchange Act" means the Securities Exchange Act of 1934, as amended.

          "Fair Market Value" means the closing sale price (or average of the
quoted closing bid and asked prices if there is no closing sale price reported)
of the Common Stock on the trading day immediately prior to the date specified
as reported by the principal national exchange or trading system on which the
Common Stock is then listed or traded. If there is no reported price information
for the Common Stock, the Fair Market Value will be determined by the Board or
the Committee, in its sole discretion. In making such determination, the Board
or the Committee may, but shall not be obligated to, commission and rely upon an
independent appraisal of the Common Stock.

          "Non-Employee Director" means an individual who is a "non-employee
director" as defined in Rule 16b-3 under the Exchange Act and also an "outside
director" within the meaning of Treasury Regulation Section 1.162-27(e)(3).

          "Nonqualified Option" means any Option that is not a Qualified Option.

          "Option" means a stock option granted pursuant to Section 6 of this
Plan.

          "Optionee" means any Employee, Consultant or director who receives an
Option.

          "Participant" means any Employee, Consultant or director who receives
an Option or Restricted Stock pursuant to this Plan.

          "Plan" means this Suiza Foods Corporation 1997 Second Amended and
Restated Stock Option and Restricted Stock Plan, as amended from time to time.


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          "Qualified Option" means any Option that is intended to qualify as an
"incentive stock option" within the meaning of Section 422 of the Code.

          "Qualifying Retirement" means retirement by an Optionee from
employment or other service to the Corporation or any Subsidiary after such
Optionee reaches the age of 65.

          "Restricted Stock" means Common Stock awarded to an Employee,
Consultant or director pursuant to Section 7 of this Plan.

          "Rule 16b-3" means Rule 16b-3 of the rules and regulations under the
Exchange Act, as Rule 16b-3 may be amended from time to time, and any successor
provisions to Rule 16b-3 under the Exchange Act.

          "Subsidiary" means any now existing or hereinafter organized or
acquired company of which more than fifty percent (50%) of the issued and
outstanding voting interests are owned or controlled directly or indirectly by
the Corporation or through one or more Subsidiaries of the Corporation.

     3. Term of Plan. The Plan has been adopted by the Board effective as of
February 24, 1997 and approved by the stockholders of the Corporation. The Plan
shall continue in effect until terminated pursuant to Section 20(a).

     4. Shares Subject to the Plan. Except as otherwise provided in Section 19
hereof, the aggregate number of shares of Common Stock issuable upon the
exercise of Options or upon the grant of Restricted Stock pursuant to this Plan
shall be 7,500,000 shares. Such shares may either be authorized but unissued
shares or treasury shares. The Corporation shall, during the term of this Plan,
reserve and keep available a number of shares of Common Stock sufficient to
satisfy the requirements of the Plan. If an Option should expire or become
unexercisable for any reason without having been exercised in full, or
Restricted Stock should fail to vest and be forfeited in whole or in part for
any reason, then the shares that were subject thereto shall, unless the Plan has
terminated, be available for the grant of additional Options or Restricted Stock
under this Plan, subject to the limitations set forth above.

     5. Eligibility. Qualified Options may be granted under Section 6 of the
Plan to such Employees of the Corporation or its Subsidiaries as may be
determined by the Board or the Committee. Nonqualified Options may be granted
under Section 6 of the Plan to such Employees, Consultants and directors of the
Corporation or its Subsidiaries as may be determined by the Board or the
Committee. Restricted Stock may be granted under Section 7 of the Plan to such
Employees, Consultants and directors of the Corporation or its Subsidiaries as
may be determined by the Board or the Committee. Subject to the limitations and
qualifications set forth in this Plan, the Board or the Committee shall also
determine the number of Options or shares of Restricted Stock to be granted, the
number of shares subject to each Option or Restricted Stock grant, the exercise
price or prices of each Option, the vesting and exercise period of each Option
and the vesting and/or forfeiture provisions relating to Restricted Stock,
whether an Option may be exercised as to less than all of the Common Stock
subject thereto, and such other terms and


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conditions of each Option or grant of Restricted Stock, if any, as are
consistent with the provisions of this Plan. In connection with the granting of
Qualified Options, the aggregate Fair Market Value (determined at the Date of
Grant of a Qualified Option) of the shares with respect to which Qualified
Options are exercisable for the first time by an Optionee during any calendar
year (under all such plans of the Optionee's employer corporation and its parent
and subsidiary corporations as defined in Section 424(e) and (f) of the Code, or
a corporation or a parent or subsidiary corporation of such corporation issuing
or assuming an Option in a transaction to which Section 424(a) of the Code
applies (collectively, such corporations described in this sentence are
hereinafter referred to as "Related Corporations")) shall not exceed $100,000 or
such other amount as from time to time provided in Section 422(d) of the Code or
any successor provision.

     6. Grant of Options. (a) Except as limited by Sections 4 and 5 hereof, the
Board or the Committee shall determine the number of shares of Common Stock to
be offered from time to time pursuant to Options granted hereunder and shall
grant Options under the Plan. The grant of Options shall be evidenced by Option
agreements containing such terms and provisions as are approved by the Board or
the Committee and executed on behalf of the Corporation by an appropriate
officer. The aggregate number of shares of Common Stock with respect to which
Options may be granted to any single Participant during a calendar year shall
not exceed the number of shares subject to the Plan referred to in Section 4.
Any Options that are granted and subsequently lapse or are cancelled or
forfeited will nonetheless count against this limit. For this purpose, repricing
of an Option shall be considered as the cancellation of the Option and the grant
of a new Option.

          (b) Unless the Board or the Committee determines otherwise with
respect to a particular year, each Non-Employee Director will automatically be
granted a Nonqualified Option to purchase 7,500 shares of Common Stock (subject
to adjustment pursuant to Section 19 hereof), at an exercise price equal to the
Fair Market Value of the Common Stock on the Date of Grant, on June 30 of each
year.

     7. Restricted Stock. The Board or the Committee shall from time to time
determine the number of shares of Common Stock to be granted as Restricted
Stock; provided that no more than an aggregate amount of 75,000 shares of
Restricted Stock may be issued under the Plan (such limit being herein referred
to as the "Restricted Stock Cap"). Any shares of Restricted Stock that fail to
vest and are forfeited shall not count against the Restricted Stock Cap set
forth in the preceding sentence. The grant of Restricted Stock shall be
evidenced by Restricted Stock agreements containing such terms and provisions as
are approved by the Board or the Committee and executed on behalf of the
Corporation by an appropriate officer.

     8. Date of Grant. The date of grant of an Option or Restricted Stock under
the Plan (the "Date of Grant") shall be the date on which the Board or the
Committee awards the Option or Restricted Stock or, if the Board or the
Committee so determines, the date specified by the Board or the Committee as the
date the award is to be effective. Notice of the grant shall be given to each
Participant to whom an Option or Restricted Stock is granted promptly after the
date of such grant.


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     9. Price. The exercise price for each share of Common Stock subject to an
Option (the "Exercise Price") granted pursuant to Section 6 of the Plan shall be
determined by the Board or the Committee at the Date of Grant; provided,
however, that (a) the Exercise Price for any Option shall not be less than 100%
of the Fair Market Value of the Common Stock at the Date of Grant, and (b) if
the Optionee owns on the Date of Grant more than 10 percent of the total
combined voting power of all classes of stock of the Corporation or its parent
or any of its subsidiaries, as more fully described in Section 422(b)(6) of the
Code or any successor provision (such stockholder is referred to herein as a
"10-Percent Stockholder"), the Exercise Price for any Qualified Option granted
to such Optionee shall not be less than 110% of the Fair Market Value of the
Common Stock at the Date of Grant. The Board or the Committee in its discretion
may award shares of Restricted Stock under Section 7 of the Plan to Participants
without requiring the payment of cash consideration for such shares.

     10. Vesting. (a) Subject to the provisions of this Plan, each Option and
Restricted Stock award under the Plan shall vest or be subject to forfeiture in
accordance with the provisions set forth in the applicable Option agreement or
Restricted Stock agreement.

          (b) In addition to the vesting provisions contained in each Option and
Restricted Stock agreement, each Option and share of Restricted Stock granted
under the Plan shall also be subject to the following vesting provisions:

                    (i) If the Corporation shall sell or otherwise divest of all
of its ownership interest in any Subsidiary or any business unit or operation (a
"Divested Business Unit") owned by the Corporation or any Subsidiary, then the
outstanding unvested Options and shares of Restricted Stock held by each
employee of such Divested Business Unit shall automatically vest in full as of
the date of the consummation of such sale or divestiture.

                    (ii) Each unvested Option and share of Restricted Stock
shall immediately vest in full upon the death of the holder of such Option or
Restricted Stock.

                    (iii) Each unvested Option and share of Restricted Stock
shall immediately vest in full upon any Change in Control.

                    (iv) In the event of the Qualifying Retirement of a
Participant, all unvested Options and shares of Restricted Stock held by such
Participant shall automatically vest in full as of the effective date of such
Participant's Qualifying Retirement.

     11. Exercise. (a) An Optionee may pay the exercise price of the shares of
Common Stock as to which an Option is being exercised by the delivery of cash,
check or, at the Corporation's option, by the delivery of shares of Common Stock
having a Fair Market Value on the date immediately preceding the exercise date
equal to the exercise price.

          (b) If the shares to be purchased are covered by an effective
registration statement under the Securities Act of 1933, as amended, any Option
may be exercised by a broker-dealer


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acting on behalf of an Optionee if (i) the broker-dealer has received from the
Optionee or the Corporation a fully- and duly-endorsed agreement evidencing such
Option, together with instructions signed by the Optionee requesting the
Corporation to deliver the shares of Common Stock subject to such Option to the
broker-dealer on behalf of the Optionee and specifying the account into which
such shares should be deposited, (ii) adequate provision has been made with
respect to the payment of any withholding taxes due upon such exercise, and
(iii) the broker-dealer and the Optionee have otherwise complied with Section
220.3(e)(4) of Regulation T, 12 CFR Part 220, or any successor provision.

     12. When Qualified Options May be Exercised. No Qualified Option shall be
exercisable at any time after the expiration of ten (10) years from the Date of
Grant; provided, however, that if the Optionee with respect to a Qualified
Option is a 10-Percent Stockholder on the Date of Grant of such Qualified
Option, then such Option shall not be exercisable after the expiration of five
(5) years from its Date of Grant. In addition, if an Optionee of a Qualified
Option ceases to be an employee of the Corporation or any Subsidiary for any
reason, such Optionee's vested Qualified Options shall not be exercisable after
(a) 60 days following the date such Optionee ceases to be an employee of the
Corporation or any Subsidiary, if such cessation of service is not due to the
death or permanent and total disability (within the meaning of Section 22(e)(3)
of the Code) of the Optionee, or (b) twelve months following the date such
Optionee ceases to be an employee of the Corporation or any Related Corporation,
if such cessation of service is due to the death or permanent and total
disability (as defined above) of the Optionee. Upon the death of an Optionee,
any vested Qualified Option exercisable on the date of death may be exercised by
the Optionee's estate or by a person who acquires the right to exercise such
Qualified Option by bequest or inheritance or by reason of the death of the
Optionee, provided that such exercise occurs within both the remaining option
term of the Qualified Option and twelve months after the date of the Optionee's
death. This Section 12 only provides the outer limits of allowable exercise
dates with respect to Qualified Options; the Board or the Committee may
determine that the exercise period for a Qualified Option shall have a shorter
duration than as specified above.

     13. Expiration of Options. Options shall expire, and shall not be
exercisable with respect to any vested portion as to which the Option has not
been exercised, on the first to occur of: (i) the tenth anniversary of the Award
Date; (ii) 60 days after termination of the Optionee's employment with or, in
the case of Non-Employee Directors, service to the Corporation for any reason
other than death or Qualifying Retirement; or (iii) 120 days after death of an
Optionee. Options shall expire, and shall not be exercisable, with respect to
any unvested portion, immediately upon the termination of the Optionee's
employment with or service to the Corporation for any reason other than death or
Qualifying Retirement.

     14. Option Financing. Upon the exercise of any Option granted under the
Plan, the Corporation may, but shall not be required to, make financing
available to the Participant for the purchase of shares of Common Stock pursuant
to such Option on such terms as the Board or the Committee may specify.


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     15. Withholding of Taxes. The Board or the Committee shall make such
provisions and take such steps as it may deem necessary or appropriate for the
withholding of any taxes that the Corporation is required by any law or
regulation of any governmental authority to withhold in connection with any
Option or Restricted Stock including, but not limited to, withholding the
issuance of all or any portion of the shares of Common Stock subject to such
Option or Restricted Stock until the Participant reimburses the Corporation for
the amount it is required to withhold with respect to such taxes, canceling any
portion of such issuance in an amount sufficient to reimburse the Corporation
for the amount it is required to withhold or taking any other action reasonably
required to satisfy the Corporation's withholding obligation.

     16 Conditions Upon Issuance of Shares. (a) The Corporation shall not be
obligated to sell or issue any shares upon the exercise of any Option granted
under the Plan or to deliver Restricted Stock unless the issuance and delivery
of shares complies with all provisions of applicable federal and state
securities laws and the requirements of any national exchange or trading system
on which the Common Stock is then listed or traded.

          (b) As a condition to the exercise of an Option or the grant of
Restricted Stock, the Corporation may require the person exercising the Option
or receiving the grant of Restricted Stock to make such representations and
warranties as may be necessary to assure the availability of an exemption from
the registration requirements of applicable federal and state securities laws.

          (c) The Corporation shall not be liable for refusing to sell or issue
any shares covered by any Option or for refusing to issue Restricted Stock if
the Corporation cannot obtain authority from the appropriate regulatory bodies
deemed by the Corporation to be necessary to sell or issue such shares in
compliance with all applicable federal and state securities laws and the
requirements of any national exchange or trading system on which the Common
Stock is then listed or traded. In addition, the Corporation shall have no
obligation to any Participant, express or implied, to list, register or
otherwise qualify the shares of Common Stock covered by any Option or Restricted
Stock.

          (d) No Participant will be, or will be deemed to be, a holder of any
Common Stock subject to an Option unless and until such Participant has
exercised his or her Option and paid the purchase price for the subject shares
of Common Stock. Each Option under this Plan shall be transferable only by will
or the laws of descent and distribution and shall be exercisable during the
Participant's lifetime only by such Participant; provided, however, that the
Committee may (but need not) permit transfer without consideration by such
Participant to (i) the spouse, children or grandchildren of the Participant
("Immediate Family Members"), (ii) a trust or trusts, or to a guardian under the
Uniform Gift to Minors Act, for the exclusive benefit of such Immediate Family
Members, or (iii) a partnership or other entity in which such Immediate Family
Members are the only partners, provided that subsequent transfers of transferred
Options shall be prohibited except by will or the laws of descent and
distribution. Following transfer, any such Options shall continue to be subject
to the same terms and conditions as were applicable immediately prior to
transfer, provided that, for purposes of each Option agreement and Section 11
hereof, the term "Optionee" shall be deemed to refer to the transferee (however,
the events of


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termination of employment, if any, set forth in the agreement and the obligation
to pay withholding taxes shall continue to apply to the transferor). Qualified
Options shall be nontransferable except by will or the laws of descent and
distribution, and may only be exercisable during the Participant's lifetime, by
the Participant.

     17. Restrictions on Shares. Shares of Common Stock issued pursuant to the
Plan may be subject to restrictions on transfer under applicable federal and
state securities laws. The Board may impose such additional restrictions on the
ownership and transfer of shares of Common Stock issued pursuant to the Plan as
it deems desirable; any such restrictions shall be set forth in any Option
agreement entered into hereunder.

     18. Modification of Options. At any time and from time to time, the Board
or the Committee may execute an instrument providing for modification, extension
or renewal of any outstanding Option, provided that no such modification,
extension or renewal shall (a) impair any Option without the consent of the
holder of the Option, or (b) decrease the exercise price of any Option without
the consent of the stockholders of the Corporation. Notwithstanding the
foregoing, in the event of a modification, extension or renewal of a Qualified
Option, the Board or the Committee may increase the exercise price of such
Option if necessary to retain the qualified status of such Option. Any amendment
to the Plan shall apply to all Options and shares of Restricted Stock
outstanding at the time of such amendment in addition to all awards granted
thereafter, subject to the limitations of clause (a) of the first sentence of
this Section 18.

     19. Effect of Change in Stock Subject to the Plan. In the event that each
of the outstanding shares of Common Stock (other than shares held by dissenting
stockholders) shall be changed into or exchanged for a different number or kind
of shares of stock of the Corporation or of another corporation (whether by
reason of merger, consolidation, recapitalization, reclassification, split-up,
combination of shares or otherwise), or in the event a stock split or stock
dividend occurs, then there shall be substituted for each share of Common Stock
then subject to Options or Restricted Stock awards or available for Options or
Restricted Stock awards the number and kind of shares of stock into which each
outstanding share of Common Stock (other than shares held by dissenting
stockholders) shall be so changed or exchanged, or the number of shares of
Common Stock as is equitably required in the event of a stock split or stock
dividend, together with an appropriate adjustment of the Exercise Price. The
Board may, but shall not be required to, provide additional anti-dilution
protection to a Participant under the terms of the Participant's Option or
Restricted Stock agreement.

     20. Administration.

          (a) The Plan shall be administered by the Board or by a committee of
the Board comprised solely of two or more Non-Employee Directors appointed by
the Board (the "Committee"). Options and Restricted Stock may be granted under
Sections 6 and 7, respectively, only (i) by the Board as a whole, or (ii) by
majority agreement of the members of the Committee. Option agreements and
Restricted Stock agreements, in the forms as approved by the Board or the
Committee, and containing such terms and conditions consistent with the
provisions of this Plan as are determined by the Board or the Committee, may be
executed on behalf of the


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Corporation by the Chairman of the Board, the President or any Vice President of
the Corporation. The Board or the Committee shall have complete authority to
construe, interpret and administer the provisions of this Plan and the
provisions of the Option agreements and Restricted Stock agreements granted
hereunder; to prescribe, amend and rescind rules and regulations pertaining to
this Plan; to suspend or discontinue this Plan; and to make all other
determinations necessary or deemed advisable in the administration of the Plan.
The determinations, interpretations and constructions made by the Board or the
Committee shall be final and conclusive. No member of the Board or the Committee
shall be liable for any action taken, or failed to be taken, made in good faith
relating to the Plan or any award thereunder, and the members of the Board or
the Committee shall be entitled to indemnification and reimbursement by the
Corporation in respect of any claim, loss, damage or expense (including
attorneys' fees) arising therefrom to the fullest extent permitted by law.

          (b) Although the Board or the Committee may suspend or discontinue the
Plan at any time, all Qualified Options must be granted before February 24,
2007.

          (c) Subject to any applicable requirements of Rule 16b-3 or of any
national exchange or trading system on which the Common Stock is then listed or
traded, and subject to the stockholder approval requirements of Sections 422 and
162(m)(4)(C) of the Code, the Board may amend any provision of this Plan in any
respect in its discretion.

     21. Continued Employment Not Presumed. Nothing in this Plan or any document
describing it nor the grant of any Option or Restricted Stock shall give any
Participant the right to continue in the employment of the Corporation or affect
the right of the Corporation to terminate the employment of any such person with
or without cause.

     22. Liability of the Corporation. Neither the Corporation, its directors,
officers or employees or the Committee, nor any Subsidiary which is in existence
or hereafter comes into existence, shall be liable to any Participant or other
person if it is determined for any reason by the Internal Revenue Service or any
court having jurisdiction that any Qualified Option granted hereunder does not
qualify for tax treatment as an incentive stock option under Section 422 of the
Code.

     23. GOVERNING LAW. THE PLAN SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF STATE OF DELAWARE AND THE UNITED STATES, AS
APPLICABLE, WITHOUT REFERENCE TO THE CONFLICT OF LAWS PROVISIONS THEREOF.

     24. Severability of Provisions. If any provision of this Plan is determined
to be invalid, illegal or unenforceable, such invalidity, illegality or
unenforceability shall not affect the remaining provisions of the Plan, but such
invalid, illegal or unenforceable provision shall be fully severable, and the
Plan shall be construed and enforced as if such provision had never been
inserted herein.


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