##### Table of Contents









UNITED STATES SECURITIES AND EXCHANGE
COMMISSION

Washington, D.C. 20549


Form 10-Q

For Annual and Transition Reports Pursuant to
Sections 13 or 15(d)

of the Securities Exchange Act of
1934


|                                                 |  |                                                                                             
|------------------------------------------------ |  | --------------------------------------------------------------------------------------------
|(Mark One)                                       |  |                                                                                             
|[X]                                              |  | Quarterly report pursuant to Section 13
    or 15(d) of the Securities Exchange Act of 1934 
|For the Quarterly Period Ended June 30,
    2004
|                                                
|or                                              
|                                                
|[ ]                                              |  | Transition report pursuant to Section 13
    or 15(d) of the Securities Exchange Act of 1934
|Commission File Number 1-08262                  

Dean Holding Company

(Exact name of Registrant as specified in its
charter)


(DEAN FOODS LOGO)

|                                                                   |  |                                         
|------------------------------------------------------------------ |  | ----------------------------------------
|Delaware                                                           |  | 75-2932967                              
|(State or other jurisdiction of
    incorporation or organization) |  | (I.R.S. Employer
    Identification No.)

2515 McKinney Avenue,
Suite 1200

Dallas, Texas 75201


(214) 303-3400


(Address, including zip code, and telephone
number, including


area code, of Registrants principal
executive offices)


Indicate by check mark whether the registrant
(1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period
that the registrant was required to file such reports), and
(2) has been subject to such filing requirements for the
past
90 days.    Yes [X]    No [ ]

Indicate by check mark whether the registrant is
an accelerated filer (as defined in Exchange Act
Rule 12b-2).    Yes [ ]    No [X]

The registrant meets the conditions specified in
General Instruction H(1)(a) and (b) of Form 10-Q and,
therefore, is filing this form with the reduced disclosure
format permitted by General Instruction H(2) to Form 10-Q.





---










Table of Contents

|                                             |                                                                                                        |      |    |    | 
|-------------------------------------------- | ------------------------------------------------------------------------------------------------------ | ---- | -- | -- | 
|                                             |                                                                                                        | Page
|                                             |                                                                                                        |     
|Part I 
    Financial Information           |                                                                                                        |      | 3  |   
|                                             | Item 1 
    Financial Statements                                                                      |      |    | 3  | 
|                                             | Item 2 
    Managements Discussion and Analysis of Financial Condition
    and Results of Operations |      |    | 17 | 
|                                             | Item 4 
    Controls and Procedures                                                                   |      |    | 24 | 
|Part II  Other
    Information              |                                                                                                        |      | 26 |   
|                                             | Item 6 
    Exhibits and Reports on Form 8-K                                                          |      |    | 26 | 
|Certification of CEO Pursuant to Section 302
|Certification of CFO Pursuant to Section 302
|Certification of CEO Pursuant to Section 906
|Certification of CFO Pursuant to Section 906



-2-



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##### Table of Contents






Part I  Financial
Information






|        |                     
|------- | --------------------
|Item 1. | Financial Statements

DEAN HOLDING COMPANY

CONDENSED CONSOLIDATED BALANCE
SHEETS


(Dollars in thousands)


|                                         |                                                   |                            |           |              |           |  |           |           |           | 
|---------------------------------------- | ------------------------------------------------- | -------------------------- | --------- | ------------ | --------- |  | --------- | --------- | --------- | 
|                                         |                                                   | June 30,                   |           | December 31,
|                                         |                                                   | 2004                       |           | 2003        
|                                         |                                                   |                            |           |             
|                                         |                                                   |                            |           |             
|                                         |                                                   | (unaudited)                |           |             
|Assets                                   |                                                   |                            |           |              |           |  |           |          
|Current assets:                          |                                                   |                            |           |              |           |  |           |          
|                                         | Cash and cash equivalents                         |                            | $         | 11,375       |           |  | $         | 23,963    |          
|                                         | Accounts receivable, net                          |                            |           | 306,273      |           |  |           | 269,792   |          
|                                         | Inventories                                       |                            |           | 240,482      |           |  |           | 234,311   |          
|                                         | Deferred income taxes                             |                            |           | 77,468       |           |  |           | 71,946    |          
|                                         | Prepaid expenses and other current assets         |                            |           | 19,779       |           |  |           | 16,047    |          
|                                         |                                                   |                            |           |              |           |  |           |          
|                                         |                                                   | Total current assets       |           |              | 655,377   |  |           |           | 616,059   | 
|Property, plant and equipment, net       |                                                   |                            | 635,921   |              |           |  | 638,267   |          
|Goodwill                                 |                                                   |                            | 1,424,810 |              |           |  | 1,421,711 |          
|Identifiable intangible and other assets |                                                   |                            | 227,866   |              |           |  | 230,570   |          
|                                         |                                                   |                            |           |              |           |  |           |          
|                                         |                                                   | Total                      |           | $            | 2,943,974 |  |           | $         | 2,906,607 | 
|                                         |                                                   |                            |           |              |           |  |           |          
|Liabilities and Stockholders
    Equity |                                                   |                            |           |              |           |  |           |          
|Current liabilities:                     |                                                   |                            |           |              |           |  |           |          
|                                         | Accounts payable and accrued expenses             |                            | $         | 365,885      |           |  | $         | 345,806   |          
|                                         | Income taxes payable                              |                            |           | 5,642        |           |  |           | 37,475    |          
|                                         | Current portion of long-term debt                 |                            |           | 98,755       |           |  |           | 3,509     |          
|                                         |                                                   |                            |           |              |           |  |           |          
|                                         |                                                   | Total current liabilities  |           |              | 470,282   |  |           |           | 386,790   | 
|Long-term debt                           |                                                   |                            | 657,776   |              |           |  | 794,062   |          
|Other long-term liabilities              |                                                   |                            | 158,874   |              |           |  | 174,044   |          
|Deferred income taxes                    |                                                   |                            | 226,351   |              |           |  | 212,889   |          
|Commitments and contingencies (Note 9)   |                                                   |                            |           |              |           |  |           |          
|Stockholders equity:                    |                                                   |                            |           |              |           |  |           |          
|                                         | Common stock, 1,000 shares issued and outstanding |                            |           |              |           |  |           |           |          
|                                         | Additional paid-in capital                        |                            |           | 1,391,901    |           |  |           | 1,369,392 |          
|                                         | Retained earnings                                 |                            |           | 382,836      |           |  |           | 310,529   |          
|                                         | Receivable from parent                            |                            |           | (334,204     | )         |  |           | (330,651  | )        
|                                         | Accumulated other comprehensive income            |                            |           | (9,842       | )         |  |           | (10,448   | )        
|                                         |                                                   |                            |           |              |           |  |           |          
|                                         |                                                   | Total stockholders equity |           |              | 1,430,691 |  |           |           | 1,338,822 | 
|                                         |                                                   |                            |           |              |           |  |           |          
|                                         |                                                   | Total                      |           | $            | 2,943,974 |  |           | $         | 2,906,607 | 
|                                         |                                                   |                            |           |              |           |  |           |          

See Notes to Condensed Consolidated Financial
Statements.

-3-



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##### Table of Contents



DEAN HOLDING COMPANY

CONDENSED CONSOLIDATED STATEMENTS OF
INCOME


(In thousands)


|                              |                                              |                                    |           |                  |         |      |         |         |         |   |           |         |         |   |           |         |         | 
|----------------------------- | -------------------------------------------- | ---------------------------------- | --------- | ---------------- | ------- | ---- | ------- | ------- | ------- | - | --------- | ------- | ------- | - | --------- | ------- | ------- | 
|                              |                                              |                                    |           |                 
|                              |                                              | Three Months Ended                 |           | Six Months Ended
|                              |                                              | June 30                            |           | June 30         
|                              |                                              |                                    |           |                 
|                              |                                              | 2004                               |           | 2003             |         | 2004 |         | 2003   
|                              |                                              |                                    |           |                  |         |      |         |        
|                              |                                              |                                    |           |                 
|                              |                                              | (unaudited)                        |           | (unaudited)     
|Net sales                     |                                              | $                                  | 1,125,817 |                  |         | $    | 949,438 |         |         | $ | 2,118,983 |         |         | $ | 1,868,501 |        
|Cost of sales                 |                                              |                                    | 874,121   |                  |         |      | 704,661 |         |         |   | 1,623,691 |         |         |   | 1,388,759 |        
|                              |                                              |                                    |           |                  |         |      |         |         |         |   |           |         |         |   |           |        
|Gross profit                  |                                              |                                    | 251,696   |                  |         |      | 244,777 |         |         |   | 495,292   |         |         |   | 479,742   |        
|Operating costs and expenses: |                                              |                                    |           |                  |         |      |         |         |         |   |           |         |         |   |           |        
|                              | Selling and distribution                     |                                    |           | 141,646          |         |      |         | 129,722 |         |   |           | 281,388 |         |   |           | 257,992 |        
|                              | General and administrative                   |                                    |           | 32,576           |         |      |         | 29,357  |         |   |           | 67,375  |         |   |           | 62,427  |        
|                              | Amortization expense                         |                                    |           | 631              |         |      |         | 608     |         |   |           | 1,261   |         |   |           | 1,783   |        
|                              | Plant closing and rationalization costs, net |                                    |           | (20              | )       |      |         | 525     |         |   |           | 2,682   |         |   |           | 525     |        
|                              |                                              |                                    |           |                  |         |      |         |         |         |   |           |         |         |   |           |        
|                              |                                              | Total operating costs and expenses |           |                  | 174,833 |      |         |         | 160,212 |   |           |         | 352,706 |   |           |         | 322,727 | 
|                              |                                              |                                    |           |                  |         |      |         |         |         |   |           |         |         |   |           |        
|Operating income              |                                              |                                    | 76,863    |                  |         |      | 84,565  |         |         |   | 142,586   |         |         |   | 157,015   |        
|Other (income) expense:       |                                              |                                    |           |                  |         |      |         |         |         |   |           |         |         |   |           |        
|                              | Interest expense, net                        |                                    |           | 13,759           |         |      |         | 13,736  |         |   |           | 27,598  |         |   |           | 27,306  |        
|                              | Other (income) expense, net                  |                                    |           | 485              |         |      |         | (414    | )       |   |           | (1,482  | )       |   |           | (697    | )      
|                              |                                              |                                    |           |                  |         |      |         |         |         |   |           |         |         |   |           |        
|                              |                                              | Total other (income) expense       |           |                  | 14,244  |      |         |         | 13,322  |   |           |         | 26,116  |   |           |         | 26,609  | 
|                              |                                              |                                    |           |                  |         |      |         |         |         |   |           |         |         |   |           |        
|Income before income taxes    |                                              |                                    | 62,619    |                  |         |      | 71,243  |         |         |   | 116,470   |         |         |   | 130,406   |        
|Income taxes                  |                                              |                                    | 23,736    |                  |         |      | 27,135  |         |         |   | 44,163    |         |         |   | 49,836    |        
|                              |                                              |                                    |           |                  |         |      |         |         |         |   |           |         |         |   |           |        
|Net income                    |                                              | $                                  | 38,883    |                  |         | $    | 44,108  |         |         | $ | 72,307    |         |         | $ | 80,570    |        
|                              |                                              |                                    |           |                  |         |      |         |         |         |   |           |         |         |   |           |        

See Notes to Condensed Consolidated Financial
Statements.

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##### Table of Contents



DEAN HOLDING COMPANY

CONDENSED CONSOLIDATED STATEMENTS OF CASH
FLOWS


(In thousands)


|                                               |                                                                                       |                                                                       |                                                              |                                           |        |         |         |         |        |         |         |  
|---------------------------------------------- | ------------------------------------------------------------------------------------- | --------------------------------------------------------------------- | ------------------------------------------------------------ | ----------------------------------------- | ------ | ------- | ------- | ------- | ------ | ------- | ------- | -
|                                               |                                                                                       |                                                                      
|                                               |                                                                                       | Six Months Ended                                                     
|                                               |                                                                                       | June 30                                                              
|                                               |                                                                                       |                                                                      
|                                               |                                                                                       | 2004                                                                  |                                                              | 2003                                     
|                                               |                                                                                       |                                                                       |                                                              |                                          
|                                               |                                                                                       |                                                                      
|                                               |                                                                                       | (unaudited)                                                          
|Cash Flows From Operating Activities           |                                                                                       |                                                                       |                                                              |                                           |        |         |         |        
|                                               | Net Income                                                                            |                                                                       | $                                                            | 72,307                                    |        |         | $       | 80,570  |       
|                                               | Adjustments to reconcile net income to net cash
    provided by operating activities: |                                                                       |                                                              |                                           |        |         |         |         |       
|                                               |                                                                                       | Depreciation and amortization                                         |                                                              |                                           | 41,675 |         |         |         | 36,228 |        
|                                               |                                                                                       | Loss (gain) on disposition of assets                                  |                                                              |                                           | (2,106 | )       |         |         | 199    |        
|                                               |                                                                                       | Deferred income taxes                                                 |                                                              |                                           | 7,940  |         |         |         | 22,193 |        
|                                               |                                                                                       | Other, net                                                            |                                                              |                                           | 1,043  |         |         |         | (429   | )      
|                                               |                                                                                       | Changes in operating assets and liabilities, net
    of acquisitions: |                                                              |                                           |        |         |         |         |        |        
|                                               |                                                                                       |                                                                       | Accounts receivable                                          |                                           |        | (25,321 | )       |         |        | 8,074   |        
|                                               |                                                                                       |                                                                       | Inventories                                                  |                                           |        | (2,973  | )       |         |        | 4,883   |        
|                                               |                                                                                       |                                                                       | Prepaid expenses and other assets                            |                                           |        | 793     |         |         |        | 2,078   |        
|                                               |                                                                                       |                                                                       | Accounts payable, accrued expenses and other
    liabilities |                                           |        | (5,926  | )       |         |        | (52,157 | )      
|                                               |                                                                                       |                                                                       | Income taxes payable                                         |                                           |        | (16,045 | )       |         |        | (23,314 | )      
|                                               |                                                                                       |                                                                       |                                                              |                                           |        |         |         |        
|                                               |                                                                                       |                                                                       |                                                              | Net cash provided by operating activities |        |         | 71,387  |         |        |         | 78,325  |  
|Cash Flows From Investing Activities           |                                                                                       |                                                                       |                                                              |                                           |        |         |         |        
|                                               | Net additions to property, plant and equipment                                        |                                                                       |                                                              | (36,240                                   | )      |         |         | (43,188 | )     
|                                               | Cash outflows for acquisitions                                                        |                                                                       |                                                              | (26,461                                   | )      |         |         | (637    | )     
|                                               | Proceeds from sale of fixed assets                                                    |                                                                       |                                                              | 3,374                                     |        |         |         | 1,889   |       
|                                               |                                                                                       |                                                                       |                                                              |                                           |        |         |         |        
|                                               |                                                                                       |                                                                       |                                                              | Net cash used in investing activities     |        |         | (59,327 | )       |        |         | (41,936 | )
|Cash Flows From Financing Activities           |                                                                                       |                                                                       |                                                              |                                           |        |         |         |        
|                                               | Proceeds from issuance of debt                                                        |                                                                       |                                                              |                                           |        |         |         | 43,672  |       
|                                               | Repayment of debt                                                                     |                                                                       |                                                              | (43,604                                   | )      |         |         |         |       
|                                               | Additional investment from parent                                                     |                                                                       |                                                              | 22,509                                    |        |         |         |         |       
|                                               | Distribution to parent                                                                |                                                                       |                                                              | (3,553                                    | )      |         |         | (92,746 | )     
|                                               |                                                                                       |                                                                       |                                                              |                                           |        |         |         |        
|                                               |                                                                                       |                                                                       |                                                              | Net cash used in financing activities     |        |         | (24,648 | )       |        |         | (49,074 | )
|                                               |                                                                                       |                                                                       |                                                              |                                           |        |         |         |        
|Decrease in cash and cash equivalents          |                                                                                       |                                                                       | (12,588                                                      | )                                         |        |         | (12,685 | )      
|Cash and cash equivalents, beginning of period |                                                                                       |                                                                       | 23,963                                                       |                                           |        |         | 27,831  |        
|                                               |                                                                                       |                                                                       |                                                              |                                           |        |         |         |        
|Cash and cash equivalents, end of period       |                                                                                       | $                                                                     | 11,375                                                       |                                           |        | $       | 15,146  |        
|                                               |                                                                                       |                                                                       |                                                              |                                           |        |         |         |        

See Notes to Condensed Consolidated Financial
Statements.

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##### Table of Contents



DEAN HOLDING COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS


June 30, 2004

(Unaudited)




|   |        
|-- | -------
|1. | General

Basis of
Presentation The unaudited
Condensed Consolidated Financial Statements contained in this
report have been prepared on the same basis as the Consolidated
Financial Statements in our Annual Report on Form 10-K for
the year ended December 31, 2003. In our opinion, we have
made all necessary adjustments (which include only normal
recurring adjustments) in order to present fairly, in all
material respects, our consolidated financial position, results
of operations and cash flows as of the dates and for the periods
presented. Certain reclassifications have been made to conform
our 2003 Consolidated Financial Statements to the current
classifications. Certain information and footnote disclosures
normally included in financial statements prepared in accordance
with generally accepted accounting principles have been omitted.
Our results of operations for the period ended June 30,
2004 may not be indicative of our operating results for the full
year. The Condensed Consolidated Financial Statements contained
in this report should be read in conjunction with our 2003
Consolidated Financial Statements and notes thereto contained in
our Annual Report on Form 10-K (filed with the Securities
and Exchange Commission on March 30, 2004).

Unless otherwise indicated, references in this
report to we, us or our
refer to Dean Holding Company and its subsidiaries, taken as a
whole.

We are a wholly-owned subsidiary of Dean Foods
Company. Dean Foods Company provides us with management support
in return for a management fee. The management fee is based on
budgeted annual expenses for Dean Foods Companys corporate
headquarters, a portion of which is then allocated to us. Dean
Foods Company charged us management fees of $10 million and $9.2
million for the second quarter of 2004 and 2003, respectively,
and $20.1 million and $18.5 million for the first half of 2004
and 2003, respectively. Our cash is available for use by, and is
regularly transferred to, Dean Foods Company at its discretion.
Cash that has been transferred to Dean Foods Company is included
in Receivable from Parent on our balance sheet.

Recently Adopted Accounting
Pronouncements In December
2003, the Financial Accounting Standards Board
(FASB) issued Statement of Financial Accounting
Standards (SFAS) No. 132 (revised 2003),
Employers Disclosures about Pensions and Other
Postretirement Benefits in an attempt to improve financial
statement disclosures regarding defined benefit plans. This
standard requires that companies provide more details about
their plan assets, benefit obligations, cash flows, benefit
costs and other relevant information. In addition to expanded
annual disclosures, we are required to report the various
elements of pension and other postretirement benefit costs on a
quarterly basis. SFAS No. 132 (revised 2003) is effective for
fiscal years ending after December 15, 2003, and for
quarters beginning after December 15, 2003. The expanded
disclosure requirements are included in this report.

Recently Issued Accounting
Pronouncements On
December 8, 2003, the Medicare Prescription Drug,
Improvement and Modernization Act of 2003 (the Act)
was signed into law. The Act introduces a prescription drug
benefit under Medicare Part D, as well as a federal subsidy
to sponsors of retiree health care benefit plans that provide a
benefit that is at least actuarially equivalent to Medicare
Part D. We sponsor medical programs for certain of our
United States retirees and expect that this legislation will
reduce the costs for some of these programs. In April 2004, the
FASB issued Staff Position (FSP)
No. FAS 106-2 to address the accounting and disclosure
requirements related to the Act. The FSP is effective for
interim or annual periods beginning after June 15, 2004. We
are currently evaluating the impact of the FSP on our
Consolidated Financial Statements.

Shipping and Handling
Fees Our shipping and
handling costs are included in both costs of sales and selling
and distribution expense, depending on the nature of the cost.
Shipping and handling costs

-6-



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##### Table of Contents



DEAN HOLDING COMPANY


NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)


included in cost of sales include inventory
warehouse costs, product loading and handling costs and costs
associated with transporting finished products from our
manufacturing facilities to our own distribution warehouses.
Shipping and handling costs included in selling and distribution
expense consist primarily of route delivery costs for both
company-owned delivery routes and independent distributor
routes, to the extent that such independent distributors are
paid a delivery fee, and the cost of shipping products to
customers through third party carriers. Shipping and handling
costs that were recorded as a component of selling and
distribution expense were approximately $107.9 million and
$94.4 million in the second quarter of 2004 and 2003,
respectively, and $215.5 million and $189.3 million
during the first six months of 2004 and 2003, respectively.



|   |            
|-- | -----------
|2. | Acquisition

On January 26, 2004, the Dairy Group
acquired Ross Swiss Dairies, a dairy distributor based in Los
Angeles, California, which had net sales of approximately $120
million in 2003. As a result of this acquisition, we have
increased the distribution capability of our Dairy Group in
southern California, allowing us to better serve our customers.
Ross Swiss Dairies has historically purchased a significant
portion of its products from other processors. We transitioned
the majority of Ross Swiss Dairies manufacturing needs
into our southern California plants in May 2004. We paid
approximately $21.8 million, including transaction costs,
for the purchase of Ross Swiss Dairies and funded the purchase
price with borrowings under Dean Foods Companys
receivables-backed facility.

We have not completed the final allocation of
purchase price to the fair values of assets and liabilities
acquired in 2004 and late 2003, or the related business
integration plans. We expect that the ultimate purchase price
allocation may include additional adjustments to the fair values
of depreciable tangible assets, identifiable intangible assets
and the carrying values of certain liabilities. Accordingly, to
the extent that such assessments indicate that the fair value of
the assets and liabilities differ from their preliminary
purchase price allocation, such difference would adjust the
amounts allocated to the assets and liabilities and would change
the amounts allocated to goodwill.



|   |            
|-- | -----------
|3. | Inventories

|                           |       |                |         |                 |  |   |         |         | 
|-------------------------- | ----- | -------------- | ------- | --------------- |  | - | ------- | ------- | 
|                           |       | At June 30,    |         | At December 31,
|                           |       | 2004           |         | 2003           
|                           |       |                |         |                
|                           |       |               
|                           |       | (In thousands)
|Raw materials and supplies |       | $              | 68,494  |                 |  | $ | 71,331  |        
|Finished goods             |       |                | 171,988 |                 |  |   | 162,980 |        
|                           |       |                |         |                 |  |   |         |        
|                           | Total |                | $       | 240,482         |  |   | $       | 234,311 | 
|                           |       |                |         |                 |  |   |         |        

Approximately $65.5 million and $97.6 million of
our inventory was accounted for under the last-in, first-out
(LIFO) method of accounting at June 30, 2004 and
December 31, 2003, respectively. There was no material
excess of current cost over the stated value of LIFO inventories
at either date.

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##### Table of Contents



DEAN HOLDING COMPANY


NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)




|   |                  
|-- | -----------------
|4. | Intangible Assets

Changes in the carrying amount of goodwill for
the six months ended June 30, 2004 are as follows:

|                                  |  |                |           |           |  |       |         |   |  |   |           |  
|--------------------------------- |  | -------------- | --------- | --------- |  | ----- | ------- | - |  | - | --------- | -
|                                  |  |                |           | Specialty |  |      
|                                  |  |                |           | Foods     |  |      
|                                  |  | Dairy Group    |           | Group     |  | Total
|                                  |  |                |           |           |  |      
|                                  |  |               
|                                  |  | (In thousands)
|Balance at January 1, 2004        |  | $              | 1,109,921 |           |  | $     | 311,790 |   |  | $ | 1,421,711 |  
|Acquisitions                      |  |                | 20,466    |           |  |       |         |   |  |   | 20,466    |  
|Purchasing accounting adjustments |  |                | (12,597   | )         |  |       | (4,770  | ) |  |   | (17,367   | )
|                                  |  |                |           |           |  |       |         |   |  |   |           |  
|Balance at June 30, 2004          |  | $              | 1,117,790 |           |  | $     | 307,020 |   |  | $ | 1,424,810 |  
|                                  |  |                |           |           |  |       |         |   |  |   |           |  

The gross carrying amount and accumulated
amortization of our intangible assets other than goodwill as of
June 30, 2004 and December 31, 2003 are as follows:

|                                         |                  |                  |         |                      |  |          |        |          |   |              |         |          |  |   |         |         |  |   |        |        |   |   |         |         | 
|---------------------------------------- | ---------------- | ---------------- | ------- | -------------------- |  | -------- | ------ | -------- | - | ------------ | ------- | -------- |  | - | ------- | ------- |  | - | ------ | ------ | - | - | ------- | ------- | 
|                                         |                  |                  |         |                     
|                                         |                  | At June 30, 2004 |         | At December 31, 2003
|                                         |                  |                  |         |                     
|                                         |                  | Gross            |         |                      |  | Net      |        | Gross    |   |              |         | Net     
|                                         |                  | Carrying         |         | Accumulated          |  | Carrying |        | Carrying |   | Accumulated  |         | Carrying
|                                         |                  | Amount           |         | Amortization         |  | Amount   |        | Amount   |   | Amortization |         | Amount  
|                                         |                  |                  |         |                      |  |          |        |          |   |              |         |         
|                                         |                  |                  |         |                     
|                                         |                  | (In thousands)   |         |                     
|Intangible assets with indefinite lives: |                  |                  |         |                      |  |          |        |          |   |              |         |          |  |   |         |         |  |   |        |        |   |   |         |        
|                                         | Trademarks       |                  | $       | 190,010              |  |          |        |          |   |              | $       | 190,010  |  |   | $       | 190,010 |  |   |        |        |   |   | $       | 190,010 | 
|Intangible assets with finite lives:     |                  |                  |         |                      |  |          |        |          |   |              |         |          |  |   |         |         |  |   |        |        |   |   |         |        
|                                         | Customer-related |                  |         | 30,240               |  |          | $      | (8,152   | ) |              |         | 22,088   |  |   |         | 28,455  |  |   | $      | (6,514 | ) |   |         | 21,941  | 
|                                         |                  |                  |         |                      |  |          |        |          |   |              |         |          |  |   |         |         |  |   |        |        |   |   |         |        
|Total                                    |                  | $                | 220,250 |                      |  | $        | (8,152 | )        |   | $            | 212,098 |          |  | $ | 218,465 |         |  | $ | (6,514 | )      |   | $ | 211,951 |        
|                                         |                  |                  |         |                      |  |          |        |          |   |              |         |          |  |   |         |         |  |   |        |        |   |   |         |        

Amortization expense on intangible assets for the
three months ended June 30, 2004 and 2003 was $0.8 million for
both periods, and $1.6 million and $2 million for the
six months ended June 30, 2004 and 2003, respectively.
Estimated aggregate intangible asset amortization expense for
the next five years is as follows:

|     |  |   |             | 
|---- |  | - | ----------- | 
|2005 |  | $ | 3.2 million | 
|2006 |  |   | 3.2 million | 
|2007 |  |   | 3.1 million | 
|2008 |  |   | 3.0 million | 
|2009 |  |   | 3.0 million | 

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##### Table of Contents



DEAN HOLDING COMPANY


NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)




|   |               
|-- | --------------
|5. | Long-Term Debt

|                                           |                      |                        |         |                      |         |             |        |          |  |   |         |        |         |  |           |   |  | 
|------------------------------------------ | -------------------- | ---------------------- | ------- | -------------------- | ------- | ----------- | ------ | -------- |  | - | ------- | ------ | ------- |  | --------- | - |  | 
|                                           |                      |                        |         |                     
|                                           |                      | At June 30, 2004       |         | At December 31, 2003
|                                           |                      |                        |         |                     
|                                           |                      | Amount                 |         | Interest             |         | Amount      |        | Interest
|                                           |                      | Outstanding            |         | Rate                 |         | Outstanding |        | Rate    
|                                           |                      |                        |         |                      |         |             |        |         
|                                           |                      |                       
|                                           |                      | (Dollars in thousands)
|$100 million senior notes maturing in 2005 |                      | $                      | 98,644  |                      |         |             | 6.750% |          |  | $ | 98,006  |        |         |  | 6.750     | %
|$250 million senior notes maturing in 2007 |                      |                        | 250,354 |                      |         |             | 8.150  |          |  |   | 250,402 |        |         |  | 8.150     |  
|$200 million senior notes maturing in 2009 |                      |                        | 187,007 |                      |         |             | 6.625  |          |  |   | 186,070 |        |         |  | 6.625     |  
|$150 million senior notes maturing in 2017 |                      |                        | 126,633 |                      |         |             | 6.900  |          |  |   | 126,185 |        |         |  | 6.900     |  
|Receivables-backed facility                |                      |                        | 93,379  |                      |         |             | 2.010  |          |  |   | 125,174 |        |         |  | 1.838     |  
|Industrial development revenue bonds       |                      |                        |         |                      |         |             |        |          |  |   | 11,700  |        |         |  | 1.35-1.40 |  
|Capital lease obligations and other        |                      |                        | 514     |                      |         |             |        |          |  |   | 34      |        |         |  |           |  
|                                           |                      |                        |         |                      |         |             |        |          |  |   |         |        |         |  |           |  
|                                           |                      |                        | 756,531 |                      |         |             |        |          |  |   | 797,571 |        |         |  |           |  
|                                           | Less current portion |                        |         | (98,755              | )       |             |        |          |  |   |         | (3,509 | )       |  |           |   | 
|                                           |                      |                        |         |                      |         |             |        |          |  |   |         |        |         |  |           |  
|                                           |                      | Total                  |         | $                    | 657,776 |             |        |          |  |   |         | $      | 794,062 |  |           |   |  | 
|                                           |                      |                        |         |                      |         |             |        |          |  |   |         |        |         |  |           |  

Senior
Notes We had
$700 million (face value) of senior notes outstanding at
June 30, 2004. The related indentures do not contain
financial covenants but they do contain certain restrictions
including a prohibition against us and our subsidiaries granting
liens on our real estate interests and a prohibition against
granting liens on the stock of our subsidiaries. The indentures
also place certain restrictions on our ability to divest assets
not in the ordinary course of business. At the date of our
acquisition by Dean Foods Company, our long-term debt was
re-valued to its current market value. The adjustment to fair
value is reflected as a discount on senior notes in our
Condensed Consolidated Financial Statements.

Receivables-Backed
Facility We participate in
Dean Foods Companys $500 million receivables
securitization facility. Certain of our subsidiaries sell their
accounts receivable to wholly-owned special purpose entities
intended to be bankruptcy-remote. The special purpose entities
then transfer the receivables to third-party asset-backed
commercial paper conduits sponsored by major financial
institutions. The assets and liabilities of these special
purpose entities are fully reflected on our balance sheet, and
the securitization is treated as a borrowing for accounting
purposes. The receivables-backed facility bears interest at a
variable rate based on the commercial paper yield, as defined in
the agreement.

Industrial Development Revenue
Bond During 2004, we
repaid the remaining principal balances of our outstanding
industrial development bonds, which had an aggregate outstanding
principal balance of $11.7 million at December 31, 2003.

Capital Lease Obligations and
Other Capital lease
obligations and other subsidiary debt include various promissory
notes for the purchase of property, plant and equipment and
capital lease obligations. The various promissory notes payable
provide for interest at varying rates and are payable in monthly
installments of principal and interest until maturity, when the
remaining principal balances are due. Capital lease obligations
represent machinery and equipment financing obligations which
are payable in monthly installments of principal and interest
and are collateralized by the related assets financed.

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##### Table of Contents



DEAN HOLDING COMPANY


NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)




|   |                     
|-- | --------------------
|6. | Comprehensive Income

Comprehensive income consists of net income plus
all other changes in equity from non-owner sources. Consolidated
comprehensive income was $38.5 million and $72.9 million for the
second quarter and first half of 2004. The amounts of income tax
benefit allocated to each component of other comprehensive
income during the six months ended June 30, 2004 are
included below.

|                                                              |                                                             |                |         |         |   |        |       |  |  |   |         |      |  
|------------------------------------------------------------- | ----------------------------------------------------------- | -------------- | ------- | ------- | - | ------ | ----- |  |  | - | ------- | ---- | -
|                                                              |                                                             | Pre-Tax        |         |         |   |       
|                                                              |                                                             | Income         |         | Tax     |   | Net   
|                                                              |                                                             | (Loss)         |         | Benefit |   | Amount
|                                                              |                                                             |                |         |         |   |       
|                                                              |                                                             |               
|                                                              |                                                             | (In thousands)
|Accumulated other comprehensive income,
    December 31, 2003 |                                                             | $              | (15,906 | )       |   | $      | 5,458 |  |  | $ | (10,448 | )   
|                                                              | Cumulative translation adjustment arising during
    period |                |         | 943     |   |        |       |  |  |   |         | 943  |  
|                                                              |                                                             |                |         |         |   |        |       |  |  |   |         |     
|Accumulated other comprehensive income,
    March 31, 2004    |                                                             |                | (14,963 | )       |   |        | 5,458 |  |  |   | (9,505  | )   
|                                                              | Cumulative translation adjustment arising during
    period |                |         | (337    | ) |        |       |  |  |   |         | (337 | )
|                                                              |                                                             |                |         |         |   |        |       |  |  |   |         |     
|Accumulated other comprehensive income,
    June 30, 2004.    |                                                             | $              | (15,300 | )       |   | $      | 5,458 |  |  | $ | (9,842  | )   
|                                                              |                                                             |                |         |         |   |        |       |  |  |   |         |     



|   |                                                    
|-- | ---------------------------------------------------
|7. | Employee Retirement and Postretirement
    Benefits

Defined Benefit
Plans The benefits under
our defined benefit plans are based on years of service and
employee compensation.

|                               |                                |                |       |            |   |      |       |        |   |   |       |        |   |   |       |        |  
|------------------------------ | ------------------------------ | -------------- | ----- | ---------- | - | ---- | ----- | ------ | - | - | ----- | ------ | - | - | ----- | ------ | -
|                               |                                |                |       |           
|                               |                                | Three Months   |       | Six Months
|                               |                                | Ended          |       | Ended     
|                               |                                | June 30        |       | June 30   
|                               |                                |                |       |           
|                               |                                | 2004           |       | 2003       |   | 2004 |       | 2003  
|                               |                                |                |       |            |   |      |       |       
|                               |                                |               
|                               |                                | (In thousands)
|Components of net period cost: |                                |                |       |            |   |      |       |        |   |   |       |        |   |   |       |       
|                               | Service cost                   |                | $     | 282        |   |      | $     | 251    |   |   | $     | 563    |   |   | $     | 502    |  
|                               | Interest cost                  |                |       | 2,724      |   |      |       | 2,628  |   |   |       | 5,448  |   |   |       | 5,257  |  
|                               | Expected return on plan assets |                |       | (1,699     | ) |      |       | (1,255 | ) |   |       | (3,398 | ) |   |       | (2,511 | )
|Amortizations:                 |                                |                |       |            |   |      |       |        |   |   |       |        |   |   |       |       
|                               | Prior service cost             |                |       | 126        |   |      |       | 125    |   |   |       | 251    |   |   |       | 251    |  
|                               | Unrecognized net loss          |                |       | 75         |   |      |       | 54     |   |   |       | 149    |   |   |       | 108    |  
|                               | Effect of settlement           |                |       | 225        |   |      |       |        |   |   |       | 450    |   |   |       |        |  
|                               |                                |                |       |            |   |      |       |        |   |   |       |        |   |   |       |       
|Net period benefit cost        |                                | $              | 1,733 |            |   | $    | 1,803 |        |   | $ | 3,463 |        |   | $ | 3,607 |       
|                               |                                |                |       |            |   |      |       |        |   |   |       |        |   |   |       |       

We expect to contribute $30.6 million to our
pension plans during 2004.

Postretirement
Benefits Certain of our
subsidiaries provide healthcare benefits to certain retirees who
are covered under specific group contracts.

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##### Table of Contents



DEAN HOLDING COMPANY


NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)


|                               |                       |                |     |            |  |      |     |      |  |   |       |     |  |   |     |     | 
|------------------------------ | --------------------- | -------------- | --- | ---------- |  | ---- | --- | ---- |  | - | ----- | --- |  | - | --- | --- | 
|                               |                       |                |     |            |  |     
|                               |                       | Three          |     |           
|                               |                       | Months         |     | Six Months
|                               |                       | Ended          |     | Ended     
|                               |                       | June 30        |     | June 30   
|                               |                       |                |     |           
|                               |                       | 2004           |     | 2003       |  | 2004 |     | 2003
|                               |                       |                |     |            |  |      |     |     
|                               |                       |               
|                               |                       | (In thousands)
|Components of net period cost: |                       |                |     |            |  |      |     |      |  |   |       |     |  |   |     |    
|                               | Service cost          |                | $   | 241        |  |      | $   | 245  |  |   | $     | 482 |  |   | $   | 489 | 
|                               | Interest cost         |                |     | 232        |  |      |     | 170  |  |   |       | 464 |  |   |     | 340 | 
|Amortizations:                 |                       |                |     |            |  |      |     |      |  |   |       |     |  |   |     |    
|                               | Unrecognized net loss |                |     | 68         |  |      |     | 21   |  |   |       | 136 |  |   |     | 42  | 
|                               |                       |                |     |            |  |      |     |      |  |   |       |     |  |   |     |    
|Net period benefit cost        |                       | $              | 541 |            |  | $    | 436 |      |  | $ | 1,082 |     |  | $ | 871 |    
|                               |                       |                |     |            |  |      |     |      |  |   |       |     |  |   |     |    

We expect to contribute $2 million to our
postretirement health plans during 2004.



|   |                                            
|-- | -------------------------------------------
|8. | Plant Closing and Rationalization
    Costs

Plant Closing and Rationalization
Costs As part of our
overall rationalization and cost reduction program, we recorded
net costs of $2.7 million and $0.5 million during the
first six months of 2004 and 2003, respectively.

The charges recorded during the first six months
of 2004 are primarily related to the closing of two Dairy Group
manufacturing facilities in California.

These charges were accounted for in accordance
with SFAS No. 146, Accounting for Costs Associated
with Exit or Disposal Activities, which became effective
for us in January 2003. We expect to incur additional charges of
approximately $1.4 million related to shutdown and other
costs. The majority of these additional charges are expected to
be completed by December of 2004.

The principal components of our overall
rationalization and cost reduction program include the following:



| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Workforce reductions as a result of plant
    closings, plant rationalizations and consolidation of
    administrative functions;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|
| |  | Shutdown costs, including those costs that are
    necessary to prepare the abandoned facilities for closure;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|
| |  | Costs incurred after shutdown such as lease
    obligations or termination costs, utilities and property taxes;
    and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|
| |  | Write-downs of property, plant and equipment and
    other assets, primarily for asset impairments as a result of
    facilities that are no longer used in operations. The
    impairments relate primarily to owned buildings, land and
    equipment at the facilities which are written down to their
    estimated fair value and held for sale. The effect of suspending
    depreciation on the buildings and equipment related to the
    closed facilities was not significant. The carrying value of
    closed facilities at June 30, 2004 was approximately
    $3.9 million. We are marketing these properties for sale.

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##### Table of Contents



DEAN HOLDING COMPANY


NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)


Activity with respect to plant closing and
rationalization is summarized below:

|                 |                                  |                |   |                  |  |            |   |       |       |  |   |        |   |  |   |     |  | 
|---------------- | -------------------------------- | -------------- | - | ---------------- |  | ---------- | - | ----- | ----- |  | - | ------ | - |  | - | --- |  | 
|                 |                                  |                |   |                  |  |           
|                 |                                  | Accrued        |   | Six Months Ended |  | Accrued   
|                 |                                  | Charges at     |   | June 30, 2004    |  | Charges at
|                 |                                  | December 31,   |   |                  |  | June 30,  
|                 |                                  | 2003           |   | Charges          |  | Payments   |   | 2004 
|                 |                                  |                |   |                  |  |            |   |      
|                 |                                  |               
|                 |                                  | (In thousands)
|Cash charges:    |                                  |                |   |                  |  |            |   |       |       |  |   |        |   |  |   |    
|                 | Workforce reduction costs        |                | $ | 3,547            |  |            | $ | (529  | )     |  | $ | (2,318 | ) |  | $ | 700 | 
|                 | Shutdown costs                   |                |   |                  |  |            |   | 1,243 |       |  |   | (1,243 | ) |  |   |     | 
|                 | Lease obligations after shutdown |                |   |                  |  |            |   | 338   |       |  |   | (181   | ) |  |   | 157 | 
|                 | Other                            |                |   |                  |  |            |   | 2,097 |       |  |   | (2,097 | ) |  |   |     | 
|                 |                                  |                |   |                  |  |            |   |       |       |  |   |        |   |  |   |    
|                 | Subtotal                         |                | $ | 3,547            |  |            |   | 3,149 |       |  | $ | (5,839 | ) |  | $ | 857 | 
|                 |                                  |                |   |                  |  |            |   |       |       |  |   |        |   |  |   |    
|Noncash charges: |                                  |                |   |                  |  |            |   |       |       |  |   |        |   |  |   |    
|                 | Net gain on sale of assets       |                |   |                  |  |            |   | (467  | )     |  |   |        |   |  |   |     | 
|                 |                                  |                |   |                  |  |            |   |       |       |  |   |        |   |  |   |    
|                 |                                  | Total charges  |   |                  |  |            |   | $     | 2,682 |  |   |        |   |  |   |     |  | 
|                 |                                  |                |   |                  |  |            |   |       |       |  |   |        |   |  |   |    

Transaction Closing Costs As part of our acquisition by Dean
Foods Company, we accrued costs in 2002 pursuant to a plan to
exit certain activities and businesses in order to rationalize
production and reduce costs and inefficiencies. As part of this
plan we closed two Specialty Foods Group plants in Atkins,
Arkansas and Cairo, Georgia, and one Dairy Group plant in
Escondido, California. We also eliminated our administrative
offices, closed Dairy Group distribution depots in Parker Ford,
Pennsylvania and Camp Hill, Pennsylvania, shut down two pickle
tank yards and relocated production between plants as part of
our overall integration and efficiency efforts.

The principal components of the plans include the
following:



| |   |                                                                                                                                                   
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Workforce reductions as a result of plant
    closings, plant rationalizations and consolidation of
    administrative functions and offices;     
|
| |  | Shutdown costs, including those costs that are
    necessary to clean and prepare the abandoned facilities for
    closure; and                   
|
| |  | Costs incurred after shutdown such as lease
    obligations or termination costs, utilities and property taxes
    after shutdown of the facility.

During the first quarter of 2004 we recorded
certain adjustments to reduce the liability by approximately
$1.5 million related to the closures in our Specialty Foods
Group segment. These adjustments also reduced goodwill.

Activity with respect to these liabilities for
the first six months of 2004 is summarized below:

|                          |       |                |       |                  |  |             |      |      |   |   |        |        |   |   |       |       | 
|------------------------- | ----- | -------------- | ----- | ---------------- |  | ----------- | ---- | ---- | - | - | ------ | ------ | - | - | ----- | ----- | 
|                          |       |                |       |                  |  |            
|                          |       | Accrued        |       | Six Months Ended |  | Accrued    
|                          |       | Charges at     |       | June 30, 2004    |  | Charges at 
|                          |       | December 31,   |       |                  |  | June 30,   
|                          |       | 2003           |       | Payments         |  | Adjustments |      | 2004
|                          |       |                |       |                  |  |             |      |     
|                          |       |               
|                          |       | (In thousands)
|Workforce reduction costs |       | $              | 2,181 |                  |  | $           | (253 | )    |   | $ | (456   | )      |   | $ | 1,472 |      
|Shutdown costs            |       |                | 4,064 |                  |  |             | (493 | )    |   |   | (1,016 | )      |   |   | 2,555 |      
|                          |       |                |       |                  |  |             |      |      |   |   |        |        |   |   |       |      
|                          | Total |                | $     | 6,245            |  |             | $    | (746 | ) |   | $      | (1,472 | ) |   | $     | 4,027 | 
|                          |       |                |       |                  |  |             |      |      |   |   |        |        |   |   |       |      

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##### Table of Contents



DEAN HOLDING COMPANY


NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)


9.     Commitments
and Contingencies

Leases
We lease certain property, plant and equipment used in our
operations under both capital and operating lease agreements.
Such leases, which are primarily for machinery, equipment and
vehicles, have lease terms ranging from 1 to 20 years.
Certain of the operating lease agreements require the payment of
additional rentals for maintenance, along with additional
rentals based on miles driven or units produced. Certain leases
require us to guarantee a minimum value of the leased asset at
the end of the lease. Our maximum exposure under those
guarantees is not a material amount.

Guaranty of Dean Foods Companys
Obligations Under Its Senior Credit
Facility Certain of Dean
Foods Companys subsidiaries, including us, are required to
guarantee Dean Foods Companys indebtedness under its
senior credit facility. We have pledged substantially all of our
assets (other than our real property and our ownership interests
in our subsidiaries) as security for our guaranty. At
June 30, 2004 the senior credit facility provided for a $1
billion multi-currency revolving line of credit (which provides
for borrowings up to $200 million in euros), a Tranche A $1
billion term loan, Tranche B $750 million term loan and a
Tranche C $400 million term loan. At June 30, 2004 there
were outstanding term loan borrowings of $1.99 billion under
this facility, and $188.1 million outstanding under the
revolving line of credit. Letters of credit in the aggregate
amount of $101.2 million were issued but undrawn. At
June 30, 2004 approximately $710.7 million was available
for future borrowings under Dean Foods Companys revolving
credit facility. Dean Foods Company is currently in compliance
with all covenants contained in their credit agreement.

Principal payments are required on Dean Foods
Companys Tranche A term loan as follows:



| |   |                                                                                       
| | - | --------------------------------------------------------------------------------------
| |  | $37.5 million quarterly beginning on
    September 30, 2003 through December 31, 2004;
|
| |  | $43.75 million quarterly on March 31, 2005
    through December 31, 2005;             
|
| |  | $50 million quarterly on March 31, 2006
    through December 31, 2006;                
|
| |  | $62.5 million quarterly on March 31, 2007
    and June 30, 2007; and                  
|
| |  | A final payment of $275 million on July 15,
    2007.                                 

Principal payments are required on the Tranche B
term loan as follows:



| |   |                                                                                        
| | - | ---------------------------------------------------------------------------------------
| |  | $1.875 million quarterly beginning on
    September 30, 2003 through December 31, 2007;
|
| |  | $358.1 million on each of March 31, 2008 and
    July 15, 2008.                        

Principal payments required on the Tranche C term
loan are as follows:



| |   |                                                                               
| | - | ------------------------------------------------------------------------------
| |  | $1 million quarterly beginning on June 30,
    2004 through December 31, 2007;
|
| |  | $192.5 million on March 31, 2008; and                                         
|
| |  | $192.5 million on July 15, 2008.                                              

No principal payments are due on the $1 billion
line of credit until maturity on July 15, 2007.

Dean Foods Companys credit agreement also
requires mandatory principal prepayments upon the occurrence of
certain asset dispositions not in the ordinary course of
business.

The senior credit facility contains various
financial and other restrictive covenants and requires that Dean
Foods Company maintain certain financial ratios, including a
leverage ratio (computed as the ratio of the aggregate
outstanding principal amount of defined indebtedness to defined
EBITDA) and an interest coverage ratio (computed as the ratio of
defined EBITDA to interest expense). In addition, this facility
requires that Dean Foods Company maintain a minimum level of net
worth (as defined by Dean Foods Companys credit agreement).

-13-



---



##### Table of Contents



DEAN HOLDING COMPANY


NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)


The credit facility is secured by liens on
substantially all of Dean Foods Companys domestic assets
(including ours and those of our subsidiaries, but excluding the
capital stock of our subsidiaries and the real property owned by
us and our subsidiaries).

The agreement contains standard default triggers
including without limitation: failure to maintain compliance
with the financial and other covenants contained in the
agreement, default on certain of Dean Foods Companys other
debt, a change in control and certain other material adverse
changes in their business. The agreement does not contain any
default triggers based on Dean Foods Companys credit
rating.

Dean Foods Company expects to finalize a
significant amendment to their credit facility in mid-August
2004. See Note 11.

Insurance
We retain selected levels of property and casualty risks,
primarily related to employee healthcare, workers
compensation claims and other casualty losses. Many of these
potential losses are covered under conventional insurance
programs with third party carriers with high deductible limits.
In other areas, we are self-insured with stop-loss coverages.
These deductibles range from $350,000 for medical claims to $2
million for casualty claims. We believe we have established
adequate reserves to cover these claims.

Litigation, Investigations and
Audits We and our
subsidiaries are parties from time to time to certain other
claims, litigation, audits and investigations. We believe that
we have established adequate reserves to satisfy any potential
liability we may have under all such claims, litigations, audits
and investigations that are currently pending. In our opinion,
the settlement of any such currently pending or threatened
matter is not expected to have a material adverse impact on our
financial position, results of operations or cash flows.

10.     Business and
Geographic Information and Major Customers

We currently have two reportable segments: the
Dairy Group and the Specialty Foods Group.

Our Dairy Group is our largest segment. It
manufactures, markets and distributes a wide variety of
dairy case products, such as milk, cream, ice cream,
cultured dairy products and juices to retailers distributors,
foodservice outlets, schools and governmental entities across
the United States, under customer labels and under proprietary
local and regional brands.

The Specialty Foods Group is the nations
leading pickle processor, and one of the largest manufacturers
and sellers of powdered non-dairy coffee creamers in the United
States. The Specialty Foods Group also manufactures and sells a
variety of specialty foods, such as powdered ingredients,
aseptic sauces and nutritional beverages.

We evaluate the performance of our segments based
on operating profit or loss before gains and losses on sale of
assets, plant closing and rationalization costs and foreign
exchange gains and losses. Therefore, the segment profit or loss
presented below is before such items.

The accounting policies of the segments are the
same as those described in the summary of significant accounting
policies set forth in Note 1 to our 2003 Consolidated Financial
Statements contained in our 2003 Annual Report on Form 10-K.

-14-



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DEAN HOLDING COMPANY


NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)


The amounts in the following tables are obtained
from reports used by our executive management team and do not
include any allocated income taxes or management fees. There are
no significant non-cash items reported in segment profit or loss
other than depreciation and amortization.

|                                 |                                              |                    |   |                  |           |      |   |         |         |  |   |           |           |  |   |           |           | 
|-------------------------------- | -------------------------------------------- | ------------------ | - | ---------------- | --------- | ---- | - | ------- | ------- |  | - | --------- | --------- |  | - | --------- | --------- | 
|                                 |                                              |                    |   |                 
|                                 |                                              | Three Months Ended |   | Six Months Ended
|                                 |                                              | June 30            |   | June 30         
|                                 |                                              |                    |   |                 
|                                 |                                              | 2004               |   | 2003             |           | 2004 |   | 2003   
|                                 |                                              |                    |   |                  |           |      |   |        
|                                 |                                              |                   
|                                 |                                              | (In thousands)    
|Net sales to external customers: |                                              |                    |   |                  |           |      |   |         |         |  |   |           |           |  |   |          
|                                 | Dairy Group                                  |                    | $ | 951,649          |           |      | $ | 773,762 |         |  | $ | 1,779,332 |           |  | $ | 1,529,887 |          
|                                 | Specialty Foods Group                        |                    |   | 174,168          |           |      |   | 175,676 |         |  |   | 339,651   |           |  |   | 338,614   |          
|                                 |                                              |                    |   |                  |           |      |   |         |         |  |   |           |           |  |   |          
|                                 |                                              | Total              |   | $                | 1,125,817 |      |   | $       | 949,438 |  |   | $         | 2,118,983 |  |   | $         | 1,868,501 | 
|                                 |                                              |                    |   |                  |           |      |   |         |         |  |   |           |           |  |   |          
|Operating income:                |                                              |                    |   |                  |           |      |   |         |         |  |   |           |           |  |   |          
|                                 | Dairy Group                                  |                    | $ | 68,696           |           |      | $ | 69,566  |         |  | $ | 129,590   |           |  | $ | 130,463   |          
|                                 | Specialty Foods Group                        |                    |   | 19,832           |           |      |   | 26,584  |         |  |   | 39,138    |           |  |   | 49,775    |          
|                                 | Corporate/Other                              |                    |   | (11,685          | )         |      |   | (11,060 | )       |  |   | (23,460   | )         |  |   | (22,698   | )        
|                                 |                                              |                    |   |                  |           |      |   |         |         |  |   |           |           |  |   |          
|                                 | Segment operating income                     |                    |   | 76,843           |           |      |   | 85,090  |         |  |   | 145,268   |           |  |   | 157,540   |          
|                                 | Plant closing and rationalization costs, net |                    |   | (20              | )         |      |   | 525     |         |  |   | 2,682     |           |  |   | 525       |          
|                                 |                                              |                    |   |                  |           |      |   |         |         |  |   |           |           |  |   |          
|                                 |                                              | Total              |   | $                | 76,863    |      |   | $       | 84,565  |  |   | $         | 142,586   |  |   | $         | 157,015   | 
|                                 |                                              |                    |   |                  |           |      |   |         |         |  |   |           |           |  |   |          

|        |                       |                |   |           |  |  |   |           | 
|------- | --------------------- | -------------- | - | --------- |  |  | - | --------- | 
|        |                       |               
|        |                       | At June 30    
|        |                       |               
|        |                       | 2004           |   | 2003     
|        |                       |                |   |          
|        |                       |               
|        |                       | (In thousands)
|Assets: |                       |                |   |           |  |  |   |          
|        | Dairy Group           |                | $ | 2,244,640 |  |  | $ | 2,156,034 | 
|        | Specialty Foods Group |                |   | 609,899   |  |  |   | 597,810   | 
|        | Corporate/Other       |                |   | 89,435    |  |  |   | 93,626    | 
|        |                       |                |   |           |  |  |   |          
|        | Total                 |                | $ | 2,943,974 |  |  | $ | 2,847,470 | 
|        |                       |                |   |           |  |  |   |          

Substantially all of our business is within the
United States.

Significant
Customers The Dairy Group
and Specialty Foods Group segments had one customer that
represented greater than 10% of their sales in the first six
months of 2004. Approximately 12.9% of our consolidated sales in
the first six months of 2004 were to that same customer.

11.     Subsequent
Events

On August 13, 2004, Dean Foods Company
completed an amendment to its senior credit facility that
(1) increased the size of its revolving credit facility
from $1 billion to $1.5 billion, (2) increased the size of
its term loan A from $850 million to $1.5 billion, and
(3) eliminated term loans B and C. Previously, the interest
rate on the revolving credit facility and the term loan A was
either, at Dean Foods Companys election, a base rate
(defined as the higher of the federal funds rate plus 50 basis
points or the prime rate) plus a margin that varied from 0 to 75
basis points depending on its leverage ratio (which is the ratio
of indebtedness to EBITDA, as such terms are defined in the
credit agreement), or LIBOR plus a margin that varied from 125
to 200 basis points, which depended on its leverage ratio. With
this amendment, both the revolver and the term loan bear
interest, at Dean Foods Companys election, at the base
rate plus a margin that varies from 0 to 62.5 basis points
depending on its credit ratings (as issued by Standard &
Poors and Moodys), or LIBOR plus a margin that
varies from 75 to 187.5, depending on its credit ratings (as
issued by Standard & Poors and Moodys). The
maturity date of the revolving credit facility

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DEAN HOLDING COMPANY


NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)


and the term loan A was extended from July 2007
to August 2009, and the amortization of the term loan A changed
so that no principal payments are due in 2004 or 2005, and
principal payments totaling $56.3 million, $225 million, $431.3
million and $787.5 million are due in 2006, 2007, 2008 and 2009,
respectively. Also, the net worth covenant was eliminated, the
maximum leverage ratio requirement is fixed at 4 to 1 and the
minimum interest coverage requirement is fixed at 3 to 1.

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|        |                                                                                          
|------- | -----------------------------------------------------------------------------------------
|Item 2. | Managements Discussion and Analysis
    of Financial Condition and Results of Operations

We are a wholly-owned subsidiary of Dean Foods
Company. Our operations consist of two segments: the Dairy Group
and the Specialty Foods Group. Our Dairy Group is part of the
Dairy Group segment of Dean Foods Company and our Specialty
Foods Group segment comprises the entirety of Dean Foods
Companys Specialty Foods Group segment.

As permitted by General Instruction H to
Form 10-Q, in lieu of providing the information required by
Item 2, we are providing only the information required by
General Instruction H(2)(a).

Results of Operations

The following table presents certain information
concerning our results of operations, including information
presented as a percentage of net sales.

|                              |                                              |                          |           |                          |         |         |       |         |      |         |         |         |         |         |       |         |      |   |           |         |         |  |       |      |      |   |           |         |         |  |       |      |      | 
|----------------------------- | -------------------------------------------- | ------------------------ | --------- | ------------------------ | ------- | ------- | ----- | ------- | ---- | ------- | ------- | ------- | ------- | ------- | ----- | ------- | ---- | - | --------- | ------- | ------- |  | ----- | ---- | ---- | - | --------- | ------- | ------- |  | ----- | ---- | ---- | 
|                              |                                              |                          |           |                         
|                              |                                              | Quarter Ended June 30    |           | Six Months Ended June 30
|                              |                                              |                          |           |                         
|                              |                                              |                          |           |                          |         |         |       |        
|                              |                                              | 2004                     |           | 2003                     |         | 2004    |       | 2003   
|                              |                                              |                          |           |                          |         |         |       |        
|                              |                                              | Dollars                  |           | Percent                  |         | Dollars |       | Percent |      | Dollars |         | Percent |         | Dollars |       | Percent
|                              |                                              |                          |           |                          |         |         |       |         |      |         |         |         |         |         |       |        
|                              |                                              |                         
|                              |                                              | (Dollars in thousands)  
|Net sales                     |                                              | $                        | 1,125,817 |                          |         |         | 100.0 | %       |      | $       | 949,438 |         |         |         | 100.0 | %       |      | $ | 2,118,983 |         |         |  | 100.0 | %    |      | $ | 1,868,501 |         |         |  | 100.0 | %   
|Cost of sales                 |                                              |                          | 874,121   |                          |         |         | 77.6  |         |      |         | 704,661 |         |         |         | 74.2  |         |      |   | 1,623,691 |         |         |  | 76.6  |      |      |   | 1,388,759 |         |         |  | 74.3  |     
|                              |                                              |                          |           |                          |         |         |       |         |      |         |         |         |         |         |       |         |      |   |           |         |         |  |       |      |      |   |           |         |         |  |       |     
|Gross profit                  |                                              |                          | 251,696   |                          |         |         | 22.4  |         |      |         | 244,777 |         |         |         | 25.8  |         |      |   | 495,292   |         |         |  | 23.4  |      |      |   | 479,742   |         |         |  | 25.7  |     
|Operating costs and expenses: |                                              |                          |           |                          |         |         |       |         |      |         |         |         |         |         |       |         |      |   |           |         |         |  |       |      |      |   |           |         |         |  |       |     
|                              | Selling and distribution                     |                          |           | 141,646                  |         |         |       | 12.6    |      |         |         | 129,722 |         |         |       | 13.7    |      |   |           | 281,388 |         |  |       | 13.3 |      |   |           | 257,992 |         |  |       | 13.8 |     
|                              | General and administrative                   |                          |           | 32,576                   |         |         |       | 2.9     |      |         |         | 29,357  |         |         |       | 3.0     |      |   |           | 67,375  |         |  |       | 3.2  |      |   |           | 62,427  |         |  |       | 3.4  |     
|                              | Amortization expense                         |                          |           | 631                      |         |         |       | 0.1     |      |         |         | 608     |         |         |       | 0.1     |      |   |           | 1,261   |         |  |       | 0.1  |      |   |           | 1,783   |         |  |       | 0.1  |     
|                              | Plant closing and rationalization costs, net |                          |           | (20                      | )       |         |       |         |      |         |         | 525     |         |         |       | 0.1     |      |   |           | 2,682   |         |  |       | 0.1  |      |   |           | 525     |         |  |       |      |     
|                              |                                              |                          |           |                          |         |         |       |         |      |         |         |         |         |         |       |         |      |   |           |         |         |  |       |      |      |   |           |         |         |  |       |     
|                              |                                              | Total operating expenses |           |                          | 174,833 |         |       |         | 15.6 |         |         |         | 160,212 |         |       |         | 16.9 |   |           |         | 352,706 |  |       |      | 16.7 |   |           |         | 322,727 |  |       |      | 17.3 | 
|                              |                                              |                          |           |                          |         |         |       |         |      |         |         |         |         |         |       |         |      |   |           |         |         |  |       |      |      |   |           |         |         |  |       |     
|Total operating income        |                                              | $                        | 76,863    |                          |         |         | 6.8   | %       |      | $       | 84,565  |         |         |         | 8.9   | %       |      | $ | 142,586   |         |         |  | 6.7   | %    |      | $ | 157,015   |         |         |  | 8.4   | %   
|                              |                                              |                          |           |                          |         |         |       |         |      |         |         |         |         |         |       |         |      |   |           |         |         |  |       |      |      |   |           |         |         |  |       |     

Quarter Ended
June 30, 2004 Compared to Quarter Ended June 30,
2003

Net
Sales Consolidated net
sales increased approximately 18.6% to $1.13 billion during the
second quarter of 2004 from $949.4 million during the second
quarter of 2003. Net sales by segment are shown in the table
below.

|                      |       |                        |         |             |  |             |         |            |  |   |         |         |  |  |      |      |  
|--------------------- | ----- | ---------------------- | ------- | ----------- |  | ----------- | ------- | ---------- |  | - | ------- | ------- |  |  | ---- | ---- | -
|                      |       |                       
|                      |       | Quarter Ended June 30 
|                      |       |                       
|                      |       |                        |         | $ Increase/ |  | % Increase/
|                      |       | 2004                   |         | 2003        |  | (Decrease)  |         | (Decrease)
|                      |       |                        |         |             |  |             |         |           
|                      |       |                       
|                      |       | (Dollars in thousands)
|Dairy Group           |       | $                      | 951,649 |             |  | $           | 773,762 |            |  | $ | 177,887 |         |  |  | 23.0 | %   
|Specialty Foods Group |       |                        | 174,168 |             |  |             | 175,676 |            |  |   | (1,508  | )       |  |  | (0.9 | )   
|                      |       |                        |         |             |  |             |         |            |  |   |         |         |  |  |      |     
|                      | Total |                        | $       | 1,125,817   |  |             | $       | 949,438    |  |   | $       | 176,379 |  |  |      | 18.6 | %
|                      |       |                        |         |             |  |             |         |            |  |   |         |         |  |  |      |     

The change in net sales was due to the following:

|                      |       |                                               |        |                 |  |                     |         |         |  |   |         |         | 
|--------------------- | ----- | --------------------------------------------- | ------ | --------------- |  | ------------------- | ------- | ------- |  | - | ------- | ------- | 
|                      |       |                                              
|                      |       | Quarter Ended June 30, 2004 vs. Quarter Ended
|                      |       | June 30, 2003                                
|                      |       |                                              
|                      |       |                                               |        | Pricing, Volume |  |                    
|                      |       |                                               |        | and Product     |  | Total              
|                      |       | Acquisitions                                  |        | Mix Changes     |  | Increase/(Decrease)
|                      |       |                                               |        |                 |  |                    
|                      |       |                                              
|                      |       | (In thousands)                               
|Dairy Group           |       | $                                             | 38,706 |                 |  | $                   | 139,181 |         |  | $ | 177,887 |        
|Specialty Foods Group |       |                                               | 2,250  |                 |  |                     | (3,758  | )       |  |   | (1,508  | )      
|                      |       |                                               |        |                 |  |                     |         |         |  |   |         |        
|                      | Total |                                               | $      | 40,956          |  |                     | $       | 135,423 |  |   | $       | 176,379 | 
|                      |       |                                               |        |                 |  |                     |         |         |  |   |         |        

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Net sales for the second quarter of 2004
increased approximately $176.4 million compared to the second
quarter of 2003 primarily due to higher selling prices at the
Dairy Group resulting from the pass-through of increased raw
milk costs and due to acquisitions. We acquired Ross Swiss
Dairies in the Dairy Group segment and Cremorain our
Specialty Foods Group segment.

See  Results by Segment
for more information.

Cost of
Sales All expenses
incurred to bring a product to completion are included in cost
of sales, such as raw material, ingredient and packaging costs;
labor costs; plant and equipment costs, including costs to
operate and maintain our coolers and freezers; and costs
associated with transporting our finished products from our
manufacturing facilities to our own distribution facilities. Our
cost of sales ratio was 77.6% in the second quarter of 2004
compared to 74.2% in the second quarter of 2003. Increased raw
material costs affected both of our segments in 2004.

See  Results by Segment
for more information.

Operating Costs and
Expenses Our operating
expenses increased approximately $14.6 million during the second
quarter of 2004 as compared to the same period in the prior
year. Operating expenses increased primarily due to:



| |   |                                                                                                                                                                                          
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Acquisitions, which represented approximately $9
    million of the increase; and                                                                                                        
|
| |  | Distribution costs, which were approximately
    $6.7 million higher in the second quarter of 2004 compared
    to last year partially due to higher fuel costs at both our
    segments.

These increases were slightly offset by a
decrease of approximately $0.5 million in net plant closing and
rationalization costs. Our operating expense ratio decreased to
15.6% in the second quarter of 2004 compared to 16.9% during the
second quarter of 2003, due to the effect of increased sales.

Operating
Income Operating income
during the second quarter of 2004 was $76.9 million, a decrease
of $7.7 million from the second quarter of 2003 operating income
of $84.6 million. Our operating margin in the second quarter of
2004 was 6.8% compared to 8.9% in the second quarter of 2003.
Our operating income decreased primarily as a result of higher
raw material costs and our operating margin decreased for the
same reason, in addition to the effect of increased sales. See
 Results by Segment for more information.

Other (Income)
Expense Total other
expense increased by $0.9 million in the second quarter of 2004
compared to the second quarter of 2003. Interest expense was
relatively flat at $13.8 million in the second quarter of 2004
as compared to $13.7 million in the second quarter of 2003.

Income Taxes
Income tax expense was recorded at an effective rate of 37.9% in
the second quarter of 2004 compared to 38.1% in the second
quarter of 2003. Our tax rate varies as the mix of earnings
contributed by our various business unit changes, and as tax
savings initiatives are adopted.

Quarter Ended
June 30, 2004 Compared to Quarter Ended June 30,
2003  Results by Segment



| |              
| | -------------
| | Dairy Group 

|                               |  |                        |         |         |  |         |       |         |  |   |         |  |  |  |       |  
|------------------------------ |  | ---------------------- | ------- | ------- |  | ------- | ----- | ------- |  | - | ------- |  |  |  | ----- | -
|                               |  |                       
|                               |  | Quarter Ended June 30 
|                               |  |                       
|                               |  |                        |         |        
|                               |  | 2004                   |         | 2003   
|                               |  |                        |         |        
|                               |  | Dollars                |         | Percent |  | Dollars |       | Percent
|                               |  |                        |         |         |  |         |       |        
|                               |  |                       
|                               |  | (Dollars in thousands)
|Net sales                      |  | $                      | 951,649 |         |  |         | 100.0 | %       |  | $ | 773,762 |  |  |  | 100.0 | %
|Cost of sales                  |  |                        | 738,753 |         |  |         | 77.6  |         |  |   | 573,903 |  |  |  | 74.2  |  
|                               |  |                        |         |         |  |         |       |         |  |   |         |  |  |  |       |  
|Gross profit                   |  |                        | 212,896 |         |  |         | 22.4  |         |  |   | 199,859 |  |  |  | 25.8  |  
|Operating costs and expenses   |  |                        | 144,200 |         |  |         | 15.2  |         |  |   | 130,293 |  |  |  | 16.8  |  
|                               |  |                        |         |         |  |         |       |         |  |   |         |  |  |  |       |  
|Total segment operating income |  | $                      | 68,696  |         |  |         | 7.2   | %       |  | $ | 69,566  |  |  |  | 9.0   | %
|                               |  |                        |         |         |  |         |       |         |  |   |         |  |  |  |       |  

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The Dairy Groups net sales increased by
approximately $177.9 million, or 23%, in the second quarter of
2004 versus the second quarter of 2003. The change in net sales
from the second quarter of 2003 to the second quarter of 2004
was due to the following:

|               |                         |                       |       |         |   |  |      |       |  
|-------------- | ----------------------- | --------------------- | ----- | ------- | - |  | ---- | ----- | -
|               |                         | Dollars               |       | Percent
|               |                         |                       |       |        
|               |                         |                      
|               |                         | (Dollars in millions)
|2003 Net sales |                         | $                     | 773.7 |         |   |  |      |      
|               | Acquisitions            |                       |       | 38.7    |   |  |      | 5.0   | %
|               | Volume                  |                       |       | (16.2   | ) |  |      | (2.1) |  
|               | Pricing and product mix |                       |       | 155.4   |   |  |      | 20.1  |  
|               |                         |                       |       |         |   |  |      |      
|2004 Net sales |                         | $                     | 951.6 |         |   |  | 23.0 | %    
|               |                         |                       |       |         |   |  |      |      

The most significant cause of the increase in the
Dairy Groups net sales was price increases. In general, we
change the prices that we charge our customers for fluid dairy
products on a monthly basis, as the costs of our raw materials
fluctuate. The increase in net sales due to price and product
mix shown in the above table primarily results from higher raw
milk costs in the second quarter of 2004 compared to the second
quarter of 2003. These price increases due to increases in the
cost of raw milk were offset somewhat by the effect of price
concessions that were granted in some markets in the third
quarter of 2003 due to the competitive environment. The
following table sets forth the average monthly Class I
mover and average monthly Class II minimum
prices for raw skim milk and butterfat (which are indicators of
the prices we pay for raw milk) for the second quarter of 2004
compared to the second quarter of 2003:

|                                  |  |                        |       |      |  |          |      |     |  |  |       |  
|--------------------------------- |  | ---------------------- | ----- | ---- |  | -------- | ---- | --- |  |  | ----- | -
|                                  |  |                       
|                                  |  | Quarter Ended June 30*
|                                  |  |                       
|                                  |  | 2004                   |       | 2003 |  | % Change
|                                  |  |                        |       |      |  |         
|Class I raw skim milk mover(1)    |  | $                      | 10.15 | (2)  |  | $        | 5.92 | (2) |  |  | 71.5  | %
|Class I butterfat mover(1)        |  |                        | 2.38  | (3)  |  |          | 1.14 | (3) |  |  | 108.8 |  
|Class II raw skim milk minimum(4) |  |                        | 6.77  | (2)  |  |          | 6.62 | (2) |  |  | 2.3   |  
|Class II butterfat minimum(4)     |  |                        | 2.38  | (3)  |  |          | 1.16 | (3) |  |  | 105.2 |  



---



| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | * | The prices noted in this table are not the prices
    that we actually pay. The minimum prices applicable at any given
    location for Class I raw skim milk or Class I
    butterfat are based on the Class I mover plus a location
    differential. Class II prices noted in the table are
    federal minimum prices, applicable at all locations. Our actual
    cost also includes producer premiums, procurement costs and
    other related charges that vary by location and vendor.



|    |                                                                                                                                             
|--- | --------------------------------------------------------------------------------------------------------------------------------------------
|(1) | We process Class I raw skim milk and
    butterfat into fluid milk products.                                                                
|   
|(2) | Prices are per hundredweight.                                                                                                               
|   
|(3) | Prices are per pound.                                                                                                                       
|   
|(4) | We process Class II raw skim milk and
    butterfat into products such as cottage cheese, creams and
    creamers, ice cream and sour cream.

The other cause of the increase in the Dairy
Groups net sales was acquisitions. The Dairy Group
acquired Ross Swiss Dairies in January 2004, which contributed
$38.7 million in sales during the second quarter of 2004.

Volume sales of all products, net of the effect
of acquisitions, fell approximately 2.1% in the second quarter
of 2004 compared to the second quarter of 2003, primarily due to
decreased demand.

The Dairy Groups cost of sales ratio was
significantly higher in the second quarter of 2004 compared to
the second quarter of 2003, almost entirely due to the increase
in raw milk costs compared to the prior year. The average
minimum price of Class I raw skim milk (as indicated by the
Class I mover, described above) was 71.5% higher in the
second quarter of 2004 compared to the second quarter of 2003.

-19-



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The Dairy Groups operating expenses
increased approximately $13.9 million during the second quarter
of 2004 compared to the second quarter of 2003. The increase was
primarily due to acquisitions, which contributed approximately
$9 million in operating costs, and due to higher distribution
expenses related to an increase in fuel costs. Despite the
increased operating expenses, the Dairy Groups operating
expense ratio decreased to 15.2% in the second quarter of 2004
from 16.8% in the second quarter of 2003 due to the effect of
increased sales.

Specialty Foods Group 

|                               |  |                        |         |         |  |         |       |         |  |   |         |  |  |  |       |  
|------------------------------ |  | ---------------------- | ------- | ------- |  | ------- | ----- | ------- |  | - | ------- |  |  |  | ----- | -
|                               |  |                       
|                               |  | Quarter Ended June 30 
|                               |  |                       
|                               |  |                        |         |        
|                               |  | 2004                   |         | 2003   
|                               |  |                        |         |        
|                               |  | Dollars                |         | Percent |  | Dollars |       | Percent
|                               |  |                        |         |         |  |         |       |        
|                               |  |                       
|                               |  | (Dollars in thousands)
|Net sales                      |  | $                      | 174,168 |         |  |         | 100.0 | %       |  | $ | 175,676 |  |  |  | 100.0 | %
|Cost of sales                  |  |                        | 135,492 |         |  |         | 77.8  |         |  |   | 131,194 |  |  |  | 74.7  |  
|                               |  |                        |         |         |  |         |       |         |  |   |         |  |  |  |       |  
|Gross profit                   |  |                        | 38,676  |         |  |         | 22.2  |         |  |   | 44,482  |  |  |  | 25.3  |  
|Operating costs and expenses   |  |                        | 18,844  |         |  |         | 10.8  |         |  |   | 17,898  |  |  |  | 10.2  |  
|                               |  |                        |         |         |  |         |       |         |  |   |         |  |  |  |       |  
|Total segment operating income |  | $                      | 19,832  |         |  |         | 11.4  | %       |  | $ | 26,584  |  |  |  | 15.1  | %
|                               |  |                        |         |         |  |         |       |         |  |   |         |  |  |  |       |  

The Specialty Foods Groups net sales
decreased by $1.5 million, or 0.9%, in the second quarter of
2004 versus the second quarter of 2003. The change in net sales
from the second quarter of 2003 to the second quarter of 2004
was due to the following:

|               |                         |                       |       |         |   |  |      |      |  
|-------------- | ----------------------- | --------------------- | ----- | ------- | - |  | ---- | ---- | -
|               |                         | Dollars               |       | Percent
|               |                         |                       |       |        
|               |                         |                      
|               |                         | (Dollars in millions)
|2003 Net sales |                         | $                     | 175.7 |         |   |  |      |     
|               | Acquisitions            |                       |       | 2.3     |   |  |      | 1.3  | %
|               | Volume                  |                       |       | 1.6     |   |  |      | 0.9  |  
|               | Pricing and product mix |                       |       | (5.4    | ) |  |      | (3.1 | )
|               |                         |                       |       |         |   |  |      |     
|2004 Net sales |                         | $                     | 174.2 |         |   |  | (0.9 | )%  
|               |                         |                       |       |         |   |  |      |     

The net decrease in sales was primarily due to a
shift in product mix as volumes of products with a higher sales
price declined. The nutritional drink and aseptic product
categories, which have a higher sales price, were down
approximately $7 million and $2 million, respectively, for the
second quarter of 2004 compared to the second quarter of 2003,
primarily due to decreased consumer demand and the loss of a
significant co-pack customer. These decreases were partly offset
by an increase in non-dairy coffee creamer sales of
approximately $6 million (net of the effect of the acquisition
of Cremora) as a result of increased pricing.

Despite a decrease in sales, the Specialty Foods
Groups cost of sales increased by approximately
$4.3 million, and its cost of sales ratio increased to
77.8% in the second quarter of 2004 versus 74.7% in the second
quarter of 2003. This increase was due to substantially higher
commodity costs, particularly soybean oil, casein and cheese as
well as increases in glass and other packaging costs.

Operating expenses for the Specialty Foods Group
increased slightly by $0.9 million and the operating expense
ratio increased to 10.8% in the second quarter of 2004 as
compared to 10.2% in the second quarter of 2003. The increase in
operating expenses was primarily due to an increase in
distribution expenses related to higher fuel costs.

-20-



---



##### Table of Contents



First Six
Months of 2004 Compared to the First Six Months of
2003  Consolidated Results

Net
Sales Consolidated net
sales increased approximately 13.4% to $2.12 billion during the
first six months of 2004 from $1.87 billion during the first six
months of 2003. Net sales by segment are shown in the table
below.

|                      |       |                          |           |           |  |            |           |            |  |   |         |         |  |  |       |       | 
|--------------------- | ----- | ------------------------ | --------- | --------- |  | ---------- | --------- | ---------- |  | - | ------- | ------- |  |  | ----- | ----- | 
|                      |       |                         
|                      |       | Six Months Ended June 30
|                      |       |                         
|                      |       | 2004                     |           | 2003      |  | $ Increase |           | % Increase
|                      |       |                          |           |           |  |            |           |           
|                      |       |                         
|                      |       | (In thousands)          
|Dairy Group           |       | $                        | 1,779,332 |           |  | $          | 1,529,887 |            |  | $ | 249,445 |         |  |  | 16.3% |      
|Specialty Foods Group |       |                          | 339,651   |           |  |            | 338,614   |            |  |   | 1,037   |         |  |  | 0.3   |      
|                      |       |                          |           |           |  |            |           |            |  |   |         |         |  |  |       |      
|                      | Total |                          | $         | 2,118,983 |  |            | $         | 1,868,501  |  |   | $       | 250,482 |  |  |       | 13.4% | 
|                      |       |                          |           |           |  |            |           |            |  |   |         |         |  |  |       |      

The change in net sales was due to the following:

|                      |       |                                               |        |                 |  |          |         |         |  |   |         |         | 
|--------------------- | ----- | --------------------------------------------- | ------ | --------------- |  | -------- | ------- | ------- |  | - | ------- | ------- | 
|                      |       |                                              
|                      |       | Six Months Ended June 30, 2004 vs. Six Months
|                      |       | Ended June 30, 2003                          
|                      |       |                                              
|                      |       |                                               |        | Pricing, Volume |  |         
|                      |       |                                               |        | and Product     |  | Total   
|                      |       | Acquisitions                                  |        | Mix Changes     |  | Increase
|                      |       |                                               |        |                 |  |         
|                      |       |                                              
|                      |       | (In thousands)                               
|Dairy Group           |       | $                                             | 75,762 |                 |  | $        | 173,683 |         |  | $ | 249,445 |        
|Specialty Foods Group |       |                                               | 3,838  |                 |  |          | (2,801  | )       |  |   | 1,037   |        
|                      |       |                                               |        |                 |  |          |         |         |  |   |         |        
|                      | Total |                                               | $      | 79,600          |  |          | $       | 170,882 |  |   | $       | 250,482 | 
|                      |       |                                               |        |                 |  |          |         |         |  |   |         |        

Net sales for the first six months of 2004
increased approximately $250.5 million compared to the same
period in the prior year primarily due to higher selling prices
at the Dairy Group resulting from the pass-through of increased
raw milk costs and due to acquisitions. We acquired Ross Swiss
Dairies in the Dairy Group segment and Cremorain our
Specialty Foods Group segment.

See  Results by Segment
for more information.

Cost of
Sales All expenses
incurred to bring a product to completion are included in cost
of sales, such as raw material, ingredient and packaging costs;
labor costs; plant and equipment costs, including costs to
operate and maintain our coolers and freezers; and costs
associated with transporting our finished products from our
manufacturing facilities to our own distribution facilities. Our
cost of sales ratio was 76.6% in the first six months of 2004
compared to 74.3% in the first six months of 2003. Increased raw
material costs affected both of our segments in 2004.

See  Results by Segment
for more information.

Operating Costs and
Expenses Our operating
expenses increased approximately $30 million during the first
six months of 2004 as compared to the same period in the prior
year. Operating expenses increased primarily due to the
following:



| |   |                                                                                                                                                                                                   
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Acquisitions, which represented approximately
    $18.4 million of the increase;                                                                                                                  
|
| |  | Distribution costs, which were approximately
    $12.5 million higher in the second quarter of 2004 compared
    to last year partially due to higher fuel costs across both our
    segments; and
|
| |  | Net plant closing and rationalization costs that
    were approximately $2.2 million higher than last year.                                                                                       

Our operating expense ratio decreased to 16.7%
for the first six months of 2004 from 17.3% during the first six
months of 2003, due to the effects of increased sales.

Operating
Income Operating income
during the first six months of 2004 was $142.6 million, a
decrease of $14.4 million from the first six months of 2003
operating income of $157 million. Our operating margin in
the first six months of 2004 was 6.7% compared to 8.4% in the
first six months of

-21-



---



##### Table of Contents



2003. Our operating margin decreased primarily as
a result of higher raw material costs and the effect of
increased sales. See  Results by Segment
for more information.


Other (Income)
Expense Total other
expense decreased by $0.5 million in the first six months
of 2004 compared to the first six months of 2003. Interest
expense was relatively flat at $27.6 million in the second
quarter of 2004 as compared to $27.3 million in the second
quarter of 2003.

Income
Taxes Income tax expense
was recorded at an effective rate of 37.9% in the first six
months of 2004 compared to 38.2% in the first six months of
2003. Our tax rate varies as the mix of earnings contributed by
our various business unit changes, and as tax savings
initiatives are adopted.

First Six
Months of 2004 Compared to the First Six Months of
2003  Results by Segment

Dairy Group 

|                               |  |                          |           |         |  |         |       |         |  |   |           |  |  |  |       |  
|------------------------------ |  | ------------------------ | --------- | ------- |  | ------- | ----- | ------- |  | - | --------- |  |  |  | ----- | -
|                               |  |                         
|                               |  | Six Months Ended June 30
|                               |  |                         
|                               |  |                          |           |        
|                               |  | 2004                     |           | 2003   
|                               |  |                          |           |        
|                               |  | Dollars                  |           | Percent |  | Dollars |       | Percent
|                               |  |                          |           |         |  |         |       |        
|                               |  |                         
|                               |  | (Dollars in thousands)  
|Net sales                      |  | $                        | 1,779,332 |         |  |         | 100.0 | %       |  | $ | 1,529,887 |  |  |  | 100.0 | %
|Cost of sales                  |  |                          | 1,359,828 |         |  |         | 76.4  |         |  |   | 1,136,250 |  |  |  | 74.3  |  
|                               |  |                          |           |         |  |         |       |         |  |   |           |  |  |  |       |  
|Gross profit                   |  |                          | 419,504   |         |  |         | 23.6  |         |  |   | 393,637   |  |  |  | 25.7  |  
|Operating costs and expenses   |  |                          | 289,914   |         |  |         | 16.3  |         |  |   | 263,174   |  |  |  | 17.2  |  
|                               |  |                          |           |         |  |         |       |         |  |   |           |  |  |  |       |  
|Total segment operating income |  | $                        | 129,590   |         |  |         | 7.3   | %       |  | $ | 130,463   |  |  |  | 8.5   | %
|                               |  |                          |           |         |  |         |       |         |  |   |           |  |  |  |       |  

The Dairy Groups net sales increased by
approximately $249.4 million, or 16.3%, in the first six months
of 2004 versus the first six months of 2003. The change in net
sales from the first six months of 2003 to the first six months
of 2004 was due to the following:

|               |                         |                       |         |         |   |  |       |      |  
|-------------- | ----------------------- | --------------------- | ------- | ------- | - |  | ----- | ---- | -
|               |                         | Dollars               |         | Percent
|               |                         |                       |         |        
|               |                         |                      
|               |                         | (Dollars in millions)
|2003 Net sales |                         | $                     | 1,529.9 |         |   |  |       |     
|               | Acquisitions            |                       |         | 75.8    |   |  |       | 5.0  | %
|               | Volume                  |                       |         | (19.9   | ) |  |       | (1.3 | )
|               | Pricing and product mix |                       |         | 193.5   |   |  |       | 12.6 |  
|               |                         |                       |         |         |   |  |       |     
|2004 Net sales |                         | $                     | 1,779.3 |         |   |  | 16.3% |     
|               |                         |                       |         |         |   |  |       |     

-22-



---



##### Table of Contents



The most significant cause of the increase in the
Dairy Groups net sales was price increases. In general, we
change the prices that we charge our customers for fluid dairy
products on a monthly basis, as the costs of our raw materials
fluctuate. The increase in net sales due to price and product
mix shown in the above table primarily results from higher raw
milk costs in the first six months of 2004 compared to the first
six months of 2003. These price increases due to increases in
the cost of raw milk were offset somewhat by the effects of
price concessions that were granted in some markets in the third
quarter of 2003 due to the competitive environment. The
following table sets forth the average monthly Class I
mover and average monthly Class II minimum
prices for raw skim milk and butterfat for the first six months
of 2004 compared to the first six months of 2003:

|                                  |  |                           |        |      |  |          |        |   |  |  |       |  
|--------------------------------- |  | ------------------------- | ------ | ---- |  | -------- | ------ | - |  |  | ----- | -
|                                  |  |                          
|                                  |  | Six Months Ended June 30*
|                                  |  |                          
|                                  |  | 2004                      |        | 2003 |  | % Change
|                                  |  |                           |        |      |  |         
|Class I raw skim milk mover(1)    |  | $                         | 8.40(2 | )    |  | $        | 6.11(2 | ) |  |  | 37.5% |  
|Class I butterfat mover(1)        |  |                           | 1.96(3 | )    |  |          | 1.16(3 | ) |  |  | 69.0  |  
|Class II raw skim milk minimum(4) |  |                           | 6.71(2 | )    |  |          | 6.81(2 | ) |  |  | (1.5  | )
|Class II butterfat minimum(4)     |  |                           | 2.15(3 | )    |  |          | 1.16(3 | ) |  |  | 85.3  |  



---



|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|*   | The prices noted in this table are not the prices
    that we actually pay. The minimum prices applicable at any given
    location for Class I raw skim milk or Class I
    butterfat are based on the Class I mover plus a location
    differential. Class II prices noted in the table are
    federal minimum prices, applicable at all locations. Our actual
    cost also includes producer premiums, procurement costs and
    other related charges that vary by location and vendor.
|   
|(1) | We process Class I raw skim milk and
    butterfat into fluid milk products.                                                                                                                                                                                                                                                                                                                                                                                                                  
|   
|(2) | Prices are per hundredweight.                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   
|(3) | Prices are per pound.                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   
|(4) | We process Class II raw skim milk and
    butterfat into products such as cottage cheese, creams and
    creamers, ice cream and sour cream.                                                                                                                                                                                                                                                                                                                                                  

The other cause of the increase in the Dairy
Groups net sales was acquisitions. The Dairy Group
acquired Ross Swiss Dairies in January 2004, which contributed
$75.8 million in sales during the first six months of 2004.

Volume sales of all products, net of the effect
of acquisitions, fell approximately 1.3% in the first six months
of 2004 compared to the first six months of 2003, primarily due
to decreased demand.

The Dairy Groups cost of sales ratio was
substantially higher in the first six months of 2004 compared to
the first six months of 2003 primarily due to the increase in
raw milk costs compared to the prior year. The average minimum
price of Class I raw skim milk (as indicated by the
Class I mover, described above) was 37.5% higher in the
second quarter of 2004 than in the second quarter of 2003.

The Dairy Groups operating expenses
increased approximately $26.7 million during the first six
months of 2004 compared to the first six months of 2003
primarily due to acquisitions, which contributed approximately
$18.4 million in operating costs and to an increase in fuel
costs. The Dairy Groups operating expense ratio decreased
to 16.3% in the first six months of 2004 from 17.2% in the first
six months of 2003 due to the effect of increased sales.

-23-



---



##### Table of Contents



Specialty
Foods Group 

|                               |  |                          |         |         |  |         |       |         |  |   |         |  |  |  |       |  
|------------------------------ |  | ------------------------ | ------- | ------- |  | ------- | ----- | ------- |  | - | ------- |  |  |  | ----- | -
|                               |  |                         
|                               |  | Six Months Ended June 30
|                               |  |                         
|                               |  |                          |         |        
|                               |  | 2004                     |         | 2003   
|                               |  |                          |         |        
|                               |  | Dollars                  |         | Percent |  | Dollars |       | Percent
|                               |  |                          |         |         |  |         |       |        
|                               |  |                         
|                               |  | (Dollars in thousands)  
|Net sales                      |  | $                        | 339,651 |         |  |         | 100.0 | %       |  | $ | 338,614 |  |  |  | 100.0 | %
|Cost of sales                  |  |                          | 264,207 |         |  |         | 77.8  |         |  |   | 253,575 |  |  |  | 74.9  |  
|                               |  |                          |         |         |  |         |       |         |  |   |         |  |  |  |       |  
|Gross profit                   |  |                          | 75,444  |         |  |         | 22.2  |         |  |   | 85,039  |  |  |  | 25.1  |  
|Operating costs and expenses   |  |                          | 36,306  |         |  |         | 10.7  |         |  |   | 35,264  |  |  |  | 10.4  |  
|                               |  |                          |         |         |  |         |       |         |  |   |         |  |  |  |       |  
|Total segment operating income |  | $                        | 39,138  |         |  |         | 11.5  | %       |  | $ | 49,775  |  |  |  | 14.7  | %
|                               |  |                          |         |         |  |         |       |         |  |   |         |  |  |  |       |  

The Specialty Foods Groups net sales
increased by $1 million, or 0.3%, in the first six months
of 2004 versus the first six months of 2003. The change in net
sales from the first six months of 2003 to the first six months
of 2004 was due to the following:

|               |                         |                       |       |         |   |  |     |      |  
|-------------- | ----------------------- | --------------------- | ----- | ------- | - |  | --- | ---- | -
|               |                         | Dollars               |       | Percent
|               |                         |                       |       |        
|               |                         |                      
|               |                         | (Dollars in millions)
|2003 Net sales |                         | $                     | 338.6 |         |   |  |     |     
|               | Acquisitions            |                       |       | 3.9     |   |  |     | 1.1  | %
|               | Volume                  |                       |       | (0.4    | ) |  |     | (0.1 | )
|               | Pricing and product mix |                       |       | (2.4    | ) |  |     | (0.7 | )
|               |                         |                       |       |         |   |  |     |     
|2004 Net sales |                         | $                     | 339.7 |         |   |  | 0.3 | %   
|               |                         |                       |       |         |   |  |     |     

The increase was due to the acquisition of
Cremora in December 2003. This increase was offset by a
net decrease in sales due to a shift in product mix as volumes
of products with a higher sales price declined. The aseptic
product and nutritional drink categories, which have a higher
sales price, were down approximately $5 million and $3 million,
respectively, for the first six months of 2004 compared to the
first six months of 2003, primarily due to decreased consumer
demand and the loss of a significant co-pack customer. Pickle
sales also declined approximately $3 million primarily due to an
increase in promotional spending (which is required to be
recorded as a reduction of revenue) in response to competition.
These decreases were partly offset by an increase in non-dairy
coffee creamer sales of approximately $8 million (net of the
effects of the acquisition of Cremora) as a result of
higher volumes and increased pricing.

The Specialty Foods Groups cost of sales
ratio increased from 74.9% for the first six months of 2003 to
77.8% for the first six months of 2004, primarily due to
substantially higher commodity costs, particularly soybean oil,
casein and cheese as well as increases in glass and other
packaging costs.

Operating expenses for the Specialty Foods Group
increased approximately $1 million primarily related to
increased distribution expenses as a result of higher fuel costs.






|        |                        
|------- | -----------------------
|Item 4. | Controls and Procedures

Quarterly Controls Evaluation and Related CEO
and CFO Certifications

We conducted an evaluation of the effectiveness
of the design and operation of our disclosure controls and
procedures (Disclosure Controls) as of the end of the
period covered by this Quarterly Report. The controls evaluation
was done under the supervision and with the participation of
management, including our Chief Executive Officer (CEO) and
Chief Financial Officer (CFO).

Attached as exhibits to this quarterly report are
certifications of the CEO and the CFO, which are required in
accordance with Rule 13a-14 of the Exchange Act. This Controls
and Procedures section includes the information concerning the
controls evaluation referred to in the certifications and it
should be read in conjunction with the certifications for a more
complete understanding of the topics presented.

-24-



---



##### Table of Contents



Definition of Disclosure Controls

Disclosure Controls are controls and procedures
designed to reasonably assure that information required to be
disclosed in our reports filed with the Securities and Exchange
Commission (the SEC) is recorded, processed,
summarized and reported within the time periods specified in the
SECs rules and forms. Disclosure Controls are also
designed to reasonably assure that such information is
accumulated and communicated to our management, including the
CEO and CFO, as appropriate to allow timely decisions regarding
required disclosure. Our Disclosure Controls include components
of our internal control over financial reporting, which consists
of control processes designed to provide reasonable assurance
regarding the reliability of our financial reporting and the
preparation of financial statements in accordance with US
generally accepted accounting principles.

Limitations on the Effectiveness of
Controls

We do not expect that our Disclosure Controls or
our internal controls over financial reporting will prevent all
error and all fraud. A control system, no matter how well
designed and operated, can provide only reasonable, not
absolute, assurance that the control systems objectives
will be met. Further, the design of a control system must
reflect the fact that there are resource constraints, and the
benefits of controls must be considered relative to their costs.
Because of the inherent limitations in all control systems, no
evaluation of controls can provide absolute assurance that all
control issues and instances of fraud, if any, within the
company have been detected. These inherent limitations include
the realities that judgments in decision-making can be faulty,
and that breakdowns can occur because of simple error or
mistake. Controls can also be circumvented by the individual
acts of some persons, by collusion of two or more people, or by
management override of the controls. The design of any system of
controls is based in part upon certain assumptions about the
likelihood of future events, and there can be no assurance that
any design will succeed in achieving its stated goals under all
potential future conditions. Over time, controls may become
inadequate because of changes in conditions or deterioration in
the degree of compliance with policies or procedures. Because of
the inherent limitations in a cost-effective control system,
misstatements due to error or fraud may occur and not be
detected.

Scope of the Controls Evaluation

Our evaluations of our Disclosure Controls
include reviews of the controls objectives and design, our
implementation of the controls and the effect of the controls on
the information generated for use in our SEC filings. In the
course of our controls evaluations, we seek to identify data
errors, controls problems or acts of fraud and confirm that
appropriate corrective actions, including process improvements,
are undertaken. Many of the components of our Disclosure
Controls are evaluated on an ongoing basis by Dean Foods
Companys Audit Services department. The overall goals of
these various evaluation activities are to monitor our
Disclosure Controls, and to modify them as necessary. Our intent
is to maintain the Disclosure Controls as dynamic systems that
change as conditions warrant.

Conclusions

Based upon our most recent controls evaluation,
our CEO and CFO have concluded that, as of the end of the period
covered by this Quarterly Report, our Disclosure Controls were
effective to provide reasonable assurance that material
information is made known to management, particularly during the
period when our periodic reports are being prepared. In the
three months ended June 30, 2004, there was no change in
our internal control over financial reporting that has
materially affected, or is reasonably likely to materially
affect, our internal control over financial reporting.

-25-



---



##### Table of Contents






Part II  Other
Information






|        |                                     
|------- | ------------------------------------
|Item 6. | Exhibits and Reports on
    Form 8-K

(a) Exhibits

|     |  |                                                                                                       
|---- |  | ------------------------------------------------------------------------------------------------------
|31.1 |  | Certification of Chief Executive Officer pursuant
    to Section 302 of the Sarbanes-Oxley Act of 2002
|31.2 |  | Certification of Chief Financial Officer pursuant
    to Section 302 of the Sarbanes-Oxley Act of 2002
|32.1 |  | Certification of Chief Executive Officer pursuant
    to Section 906 of the Sarbanes-Oxley Act of 2002
|32.2 |  | Certification of Chief Financial Officer pursuant
    to Section 906 of the Sarbanes-Oxley Act of 2002

(b) Form 8-Ks



| |     
| | ----
| | None

-26-



---



##### Table of Contents



SIGNATURES

Pursuant to the requirement of the Securities
Exchange Act of 1934, the registrant has duly caused this report
to be signed on its behalf by the undersigned thereunto duly
authorized.



| |                                                      
| | -----------------------------------------------------
| | DEAN HOLDING COMPANY                                 
|
| | /s/ BARRY A. FROMBERG                                
| |                                                      
| | Barry A. Fromberg                                    
| | Executive Vice President, Chief Financial
    Officer
| | (Principal Accounting Officer)                       

August 16, 2004

-27-



---



##### Table of Contents



EXHIBIT INDEX

|        |    |             |  |                                                                                                       
|------- | -- | ----------- |  | ------------------------------------------------------------------------------------------------------
|Exhibit |    |            
|Number  |    | Description
|        |    |            
|        | 31 | .1          |  | Certification of Chief Executive Officer pursuant
    to Section 302 of the Sarbanes-Oxley Act of 2002
|        | 31 | .2          |  | Certification of Chief Financial Officer pursuant
    to Section 302 of the Sarbanes-Oxley Act of 2002
|        | 32 | .1          |  | Certification of Chief Executive Officer pursuant
    to Section 906 of the Sarbanes-Oxley Act of 2002
|        | 32 | .2          |  | Certification of Chief Financial Officer pursuant
    to Section 906 of the Sarbanes-Oxley Act of 2002