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EXHIBIT 31.2

CERTIFICATION

I, Barry A. Fromberg, certify that:

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|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;
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|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;             
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|4. |  | Dean Holding Companys other certifying
officer and I are responsible for establishing and maintaining
disclosure controls and procedures (as defined in Exchange Act
Rules 13a-15(e) and 15d-15(e)) for Dean Holding Company and have:                                                                                       

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| | 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. |  | 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 period
    covered by this quarterly report based on such evaluation; and                                                                                                  
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| | c. |  | 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.                                                     

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|5. |  | Dean Holding Companys other certifying
officer and I have disclosed, based on our most recent
evaluation of internal control over financial reporting, 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 control over
financial reporting which are reasonably likely to adversely
affect Dean Holding Companys ability to record, process,
summarize and report financial information; and
|
| | b. |  | Any fraud, whether or not material, that
involves management or other employees who have a significant
role in Dean Holding Companys internal control over financial
reporting.                                                                                               



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| | -----------------------
| | /s/ BARRY A. FROMBERG  
| |                        
| | Barry A. Fromberg      
| | Chief Financial Officer

August 16, 2004