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                                                                     EXHIBIT 3.1


                          CERTIFICATE OF INCORPORATION

                                       OF

                             SUIZA FOODS CORPORATION


                                    ARTICLE I

         The name of the Corporation is Suiza Foods Corporation.

                                   ARTICLE II

         The name of the Corporation's registered agent and the address of its
registered office in the State of Delaware is The Prentice-Hall Corporation
System, Inc., 32 Loockerman Square, Suite L-100, Dover, County of Kent, Delaware
19904.

                                   ARTICLE III

         The purpose of the Corporation is to engage in any lawful act or
activity for which corporations may be organized under the Delaware General
Corporation Law.

                                   ARTICLE IV

         A. The total number of shares of capital stock that the Corporation
shall have the authority to issue is thirty-one million (31,000,000) shares
consisting of (a) one million (1,000,000) shares of Preferred Stock, $.01 par
value per share, and (b) thirty million (30,000,000) shares of Common Stock,
$.01 par value per share.

         B.       Designations of Preferred Stock

                  1.       Shares of Preferred Stock may be issued from time to
                           time in one or more series, each such series to have
                           distinctive serial designations, as shall hereafter
                           be determined in the resolution or resolutions
                           providing for the issue of such series from time to
                           time adopted by the Board of Directors pursuant to
                           the authority which is hereby vested in the Board of
                           Directors.

                  2.       Each series of Preferred Stock

                           (i)    may have such number of shares;

                           (ii)   may have such voting power, full or limited,
                                  or may be without voting power;












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                           (iii)  may be subject to redemption at such time or
                                  times and at such prices;

                           (iv)   may be entitled to receive dividends (which
                                  may be cumulative or noncumulative), payable
                                  in cash, securities or property, at such rate
                                  or rates, on such conditions, and at such
                                  times, and payable in preference to, or in
                                  such relation to, the dividends payable in any
                                  other class or classes or series of stock;

                           (v)    may be made convertible into, or exchangeable
                                  for, shares of any other class or classes or
                                  of any other series of the same or any other
                                  class or classes of stock of the Corporation
                                  at such price or prices or at such rates of
                                  exchange, and with such adjustments;

                           (vi)   may be entitled to the benefit of a sinking
                                  fund or purchase fund to be applied to the
                                  purchase or redemption of shares of such
                                  series in such amount or amounts;

                           (vii)  may be entitled to the benefit of conditions
                                  and restrictions upon the creation of
                                  indebtedness of the Corporation or any
                                  subsidiary, upon the issue of any additional
                                  stock (including additional shares of such
                                  series or of any other series) and upon
                                  payment of dividends or the making of other
                                  distributions on, and the purchase,
                                  redemption, or other acquisition by the
                                  Corporation or any subsidiary, of any
                                  outstanding stock of the Corporation, or of
                                  other affirmative or negative covenants;

                           (viii) may have certain rights in the event of
                                  voluntary or involuntary liquidation,
                                  dissolution, or winding up of the Corporation,
                                  and relative rights of priority of payment of
                                  shares of that series; and

                           (ix)   may have such other relative, participating,
                                  optional or other special rights and
                                  qualifications, limitations or restrictions
                                  thereof;

         all as shall be stated in a resolution or resolutions providing for the
         issue of such Preferred Stock. Except where otherwise set forth in the
         resolution or resolutions adopted by the Board of Directors providing
         for the issue of any series of Preferred Stock, the number of shares
         comprising such series may be increased or decreased (but not below the
         number of shares then outstanding) from time to time by action of the
         Board of Directors

                                    ARTICLE V

         In furtherance and not limitation of the powers conferred by the laws
of the State of Delaware, the Board of Directors is expressly authorized to
alter, amend, or repeal the bylaws of the Corporation or to adopt new bylaws.









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                                   ARTICLE VI

         The incorporator is Albert R. Fox, Jr., whose mailing address is 2800
Bank One Center, 1717 Main Street, Dallas, Texas 75201.

                                   ARTICLE VII

         No stockholder of the Corporation shall by reason of his holding shares
of any class of its capital stock have any preemptive or preferential right to
purchase or subscribe for any shares of any class of the Corporation, now or
hereafter to be authorized, or any notes, debentures, bonds, or other securities
convertible into or carrying warrants, rights, or options to purchase shares of
any class or any other security, now or hereafter to be authorized, whether or
not the issuance of any such shares or such notes, debentures, bonds, or other
securities would adversely affect the dividend, voting, or any other rights of
such stockholder; and the Board of Directors may issue shares of any class of
the Corporation, or any notes, debentures, bonds, or other securities
convertible into or carrying warrants, rights, or options to purchase shares of
any class, without offering any such shares of any class, either in whole or in
part, to the existing holders of any class of stock of the Corporation.

                                   ARTICLE IX

         A. The number of directors constituting the initial Board of Directors
is three and thereafter the number of directors shall be as set forth in, or
pursuant to the Bylaws of, the Corporation. The Board of Directors shall be
divided into three classes, designated Classes I, II and III, which shall be as
nearly equal in number as possible. Initially, directors of Class I shall be
elected to hold office for a term expiring at the next succeeding annual meeting
of stockholders, directors of Class II shall be elected to hold office for a
term expiring at the second succeeding annual meeting of stockholders and
directors of Class III shall be elected to hold office for a term expiring at
the third succeeding annual meeting of stockholders. At each annual meeting of
stockholders following such initial classification and election, the respective
successors of each class shall be elected for three year terms. The initial
directors, each of whose mailing is 3811 Turtle Creek Blvd., Suite 1950, Dallas,
Texas 75219, shall be as follows:

                                     Class I
                                Gayle O. Beshears

                                    Class II
                               Cletes O. Beshears

                                    Class III
                                 Gregg L. Engles

         B. Subject to the rights, if any, of the holders of shares of Preferred
Stock then outstanding to elect or remove directors, any or all of the directors
of the Corporation may be 











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removed at any time, but only for cause and only by the affirmative vote of a
majority of the stockholders then entitled to vote in the election of directors.
For this purpose, "cause" means (i) the director's commission of an act of fraud
or embezzlement against the Corporation; (ii) conviction of the director of a
felony or a crime involving moral turpitude; (iii) the director's gross
negligence or willful misconduct in performing the director's duties to the
Corporation or its stockholders; or (iv) a director's breach of fiduciary duty
owed to the Corporation.

                                    ARTICLE X

         Special meetings of the stockholders of the Corporation for any purpose
or purposes may be called at any time by the chief executive officer of the
Corporation or by a majority of the members of the Board of Directors. Special
meetings of the stockholders of the Corporation may not be called by any other
person or persons.

                                   ARTICLE XI

         A director of the Corporation shall not be personally liable to the
Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except for liability (i) for any breach of the director's
duty of loyalty to the Corporation or its stockholders, (ii) for acts or
omissions not in good faith or that involve intentional misconduct or a knowing
violation of law, (iii) under Section 174 of the Delaware General Corporation
Law, or (iv) for any transaction from which the director derived any improper
personal benefit. If the Delaware Corporation Law is amended after the filing of
this Certificate of incorporation to authorize corporate action further
eliminating or limiting the personal liability of directors, then the liability
of a director of the Corporation shall be eliminated or limited to the fullest
extent permitted by the Delaware General Corporation Law, as so amended.

         Any repeal or modification of the foregoing paragraph by the
stockholders of the Corporation shall not adversely affect any right or
protection of a director of the Corporation existing at the time of such repeal
or modification.

                                   ARTICLE XII

         A. Right to Indemnification. Each person who was or is made a party or
is threatened to be made a party to or is otherwise involved in any action, suit
or proceeding, whether civil, criminal, administrative, or investigative
(hereinafter a "proceeding"), by reason of the fact that he or she, or a person
of whom he or she is the legal representative, is or was a director or officer
of the Corporation or is or was serving at the request of the Corporation as a
director or officer of another corporation or of a partnership, joint venture,
trust, or other enterprise, including service with respect to an employee
benefit plan (hereinafter an "indemnitee"), whether the basis of such proceeding
is alleged action in an official capacity as a director or officer or in any
other capacity while serving as a director or officer shall be indemnified and
held harmless by the corporation to the fullest extent authorized by the
Delaware General Corporation Law, as the same exists or may hereafter be amended
(but, in the case of any such amendment, only to the extent that such amendment
permits the Corporation to provide broader indemnification rights than permitted













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prior thereto), against all expense, liability and loss (including, without
limitation, attorneys' fees, judgments, fines, ERISA excise taxes or penalties,
and amounts paid or to be paid in settlement) reasonably incurred or suffered by
such indemnitee in connection therewith and such indemnification shall continue
as to an indemnitee who has ceased to be a director or officer and shall inure
to the benefit of the indemnitee's hears, executors, and administrators;
provided, however, that, except as provided in paragraph (b) hereof with respect
to proceedings to enforce rights to indemnification, the Corporation shall
indemnify any such indemnitee in connection with a proceeding (or part thereof)
initiated by such indemnitee only if such proceeding (or part thereof) was
authorized by the board of directors of the Corporation. The right to
indemnification conferred in this Article XII shall be a contract right and
shall include the right to be paid by the Corporation the expenses incurred in
defending any such proceeding in advance of its final disposition (hereinafter
an "advancement of expenses"); provided, however, that, if the Delaware General
Corporation Law requires, an advancement of expenses incurred by an indemnitee
in his or her capacity as a director or officer (and not in any other capacity
in which service was or is rendered by such indemnitee, including, without
limitation, service to an employee benefit plan) shall be made only upon
delivery to the Corporation of an undertaking (hereinafter an "undertaking"), by
or on behalf of such indemnitee, to repay an so advanced if it shall ultimately
be determined by final judicial decision from which there is no further right to
appeal (hereinafter a "final adjudication") that such indemnitee is not entitled
to be indemnified for such expenses under this Article or otherwise.

         B. Right of Indemnitee to Bring Suit. If a claim under paragraph A of
this Article is not paid in fun by the Corporation within sixty days after a
written claim has been received by the Corporation (except in the case of a
claim for an advancement of expenses, in which case the applicable period shall
be twenty days), the indemnitee may at any time thereafter bring suit against
the Corporation to recover the unpaid amount of the claim. If successful in
whole or in part in any such suit, the indemnitee shall be entitled to be paid
also the expense of prosecuting or defending such suit. In any suit brought by
the indemnitee to enforce a right to indemnification hereunder (but not in a
suit brought by the indemnitee to enforce a right to an advancement of expenses)
it shall be a defense that the indemnitee has not met the applicable standard of
conduct set forth in the Delaware General Corporation Law, and in any suit by
the Corporation to recover an advancement of expenses pursuant to the teens of
an undertaking, the Corporation shall be entitled to recover such expenses upon
a final adjudication that the indemnitee has not met the applicable standard of
conduct set forth in the Delaware General Corporation Law. Neither the failure
of the Corporation (including its Board of Directors, independent legal counsel,
or its stockholders) to have made a determination prior to the commencement of
such suit that the indemnitee has not met the applicable standard of conduct set
forth in the Delaware General Corporation Law, nor an actual determination by
the Corporation (including its Board of Directors, independent legal counsel, or
its stockholders) that the indemnitee has not met such applicable standard of
conduct, shall create a presumption that the indemnitee has not met the
applicable standard of conduct or, in the case of such a suit brought by the
indemnitee, be a defense to such suit. In any suit brought by the indemnitee to
enforce a right to indemnification or to an advancement of expenses hereunder or
by the Corporation to recover an advancement of expenses pursuant to the terms
of an undertaking, the burden of proving that the indemnitee is not 









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entitled to be indemnified or to such advancement of expenses under this Article
or otherwise shall be on the Corporation.

         C. Non-Exclusivity of Rights. The rights to indemnification and to the
advancement of expenses conferred in this Article XII shall not be exclusive of
any other right that any person may have or hereafter acquire under this
Certificate of Incorporation or any bylaw, agreement, vote of stockholders or
disinterested directors, or otherwise.

         D. Insurance. The Corporation may maintain insurance, at its expense,
to protect itself and any director or officer of the Corporation or another
corporation, partnership, joint venture, trust, or other enterprise against any
expense, liability, or loss, whether or not the Corporation would have the power
to indemnify such person against such expense, liability, or loss under the
Delaware General Corporation Law.

         E. Indemnity of Employees and Agents of the Corporation. The
Corporation may, to the extent authorized from time to time by the Board of
Directors, grant rights to indemnification and to the advancement of expenses to
any employee or agent of the Corporation to the fullest extent of the provisions
of this Article XII with respect to the indemnification and advancement of
expenses of directors and officers of the Corporation.

         IN WITNESS WHEREOF, the undersigned incorporator of the Corporation
hereby certifies that the facts herein stated are true, and accordingly has
signed this instrument this 19th day of September, 1994.



                                               INCORPORATOR:


                                               /s/ Albert R. Fox Jr.
                                               ---------------------------------
                                               Albert R. Fox Jr.









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