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EXHIBIT 31.2

CERTIFICATION

I, Barry A. Fromberg, certify that:



| | 1. |  | I have reviewed this quarterly report on Form 10-Q of Dean Holding
Company;                                                                                                                                                                                                                                                   
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|
| | 2. |  | Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to the
period covered by this quarterly report;
|
| | 3. |  | Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of Dean Holding Company as of, and for, the periods presented in this
quarterly report;             
|
| | 4. |  | Dean Holding Companys other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for Dean Holding
Company and
have:                                                                                            
|

| | a. |  | Designed such disclosure controls and procedures, or caused such disclosure controls
and procedures to be designed under our supervision, to ensure that
material information relating to Dean Holding
Company, and its consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly
report is being prepared;
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|
| | b. |  | [Omitted in accordance with SEC
Release Nos. 33-8238 and 34-47986]                                                                                                                                                                                                                                                                                                                      
|
| | c. |  | Evaluated the effectiveness of Dean Holding
Companys disclosure
controls and procedures and presented in this quarterly report our
conclusions about the effectiveness of the disclosure controls and
procedures as of the end of the period covered by this quarterly
report based on such evaluation; and                                                                            
|
| | d. |  | Disclosed in this quarterly report
any change in Dean Holding Company's internal control over financial reporting that
occurred during Dean Holding Companys most recent fiscal quarter
that has materially affected, or is reasonably likely to materially affect, Dean Holding Companys internal
control over financial reporting.                                                  
|

| | 5. |  | Dean Holding
Companys other certifying officers and I have disclosed,
based on our most recent evaluation, to Dean Holding
Companys auditors and the
audit committee of Dean Holding
Companys board of directors (or persons performing
the equivalent functions):
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|

| | a. |  | All significant deficiencies and
material weaknesses in the design or operation of
internal controls over financial reporting are reasonably likely to adversely affect Dean Holding
Companys
ability to record, process, summarize and report financial information; and
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|
| | b. |  | Any fraud, whether or not material, that involves management or
other employees who have a significant role in Dean Holding
Companys
internal controls.                                                                                                                  
|



|                  |  |                        
|----------------- |  | -----------------------
|                  |  | /s/ BARRY A. FROMBERG  
|                  |  |                        
|                  |  | Barry A. Fromberg      
|                  |  | Chief Financial Officer
|November 14, 2003 |  |