##### 



EXHIBIT 31.2


CERTIFICATION

I, Barry A. Fromberg, certify that:

1. I have reviewed this Quarterly Report on
Form 10-Q of Dean Holding Company;

2. Based on my knowledge, this Quarterly
Report does not contain any untrue statement of a material fact
or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period
covered by this Quarterly Report;

3. Based on my knowledge, the financial
statements, and other financial information included in this
Quarterly Report, fairly present in all material respects the
financial condition, results of operations and cash flows of
Dean Holding Company as of, and for, the periods presented in
this Quarterly Report;

4. The registrants other certifying
officers and I are responsible for establishing and maintaining
disclosure controls and procedures (as defined in Exchange Act
Rules 13a-15(e) and 15d-15(e)) for the registrant and have:



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

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



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



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

Date: August 13, 2003