<PAGE>   1

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                             ----------------------

                                    FORM 10-K
(Mark One)
  X    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
       EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

                     For the fiscal year ended May 31, 1998

                                       OR

       TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
       EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

              For the transition period from________ to___________

                          COMMISSION FILE NO.: 1-08262

                               DEAN FOODS COMPANY
             (Exact name of registrant as specified in its charter)

       DELAWARE                                       36-0984820
(State or other jurisdiction of                    (I.R.S. Employer
 incorporation or organization)                    Identification No.)

 3600 N. RIVER ROAD, FRANKLIN PARK, ILLINOIS                        60131
 (Address of principal executive offices)                        (Zip Code)

                                 (847) 678-1680
               Registrant's telephone number, including area code

     Securities registered pursuant to Sections 12(b) and 12(g) of the Act:

                                                   NAME OF EACH EXCHANGE ON
    TITLE OF EACH CLASS                                WHICH REGISTERED
    -------------------                                ----------------
COMMON STOCK, PAR VALUE $1 PER SHARE               NEW YORK STOCK EXCHANGE

         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 if disclosure of  delinquent  files  pursuant to
Item 405 of Regulation S-K (Section 229.405 of this chapter) is not contained 
herein, and will not be contained,  to the best of registrant's knowledge, in
definitive proxy or information  statements  incorporated  by reference in
Part III of this Form 10-K or any amendment to this Form 10-K. [X]

         The number of shares of Common Stock, Par Value $1 Per Share, of the
Registrant outstanding as of August 7, 1998 was 40,089,172. The aggregate market
value of such outstanding shares on August 7, 1998 was $2.10 billion, based upon
the closing price for the Common Stock on the New York Stock Exchange on such
date.

                       DOCUMENTS INCORPORATED BY REFERENCE

         The following documents are incorporated herein by reference in the
respective Parts hereof indicated:

1.   Registrant's Annual Report to Shareholders for Fiscal Year Ended May 31, 
     1998 (referred to herein as the "Company's Fiscal 1998 Annual Report"):  
     Part I and Part II
2.   Registrant's Proxy Statement for its Annual Meeting of Stockholders to be 
     held on September 29, 1998 (referred to herein as the "Company's 1998 
     Proxy Statement"):  Part III


<PAGE>   2


                                     PART I


ITEM 1.  BUSINESS.


GENERAL
-------

         Dean Foods Company and its subsidiaries ("the Company") is engaged in
the processing, distribution and sales of dairy, pickle, specialty and vegetable
products. The predecessor to Dean Foods Company was incorporated in Illinois in
1925.

         The Company's principal products are Dairy (fluid milk and cultured
products, ice cream and extended shelf life products), Pickles (pickles,
relishes and specialty items), Specialty (powdered products, refrigerated salad
dressings, dips, sauces and puddings) and Vegetables (frozen and canned). A
significant portion of the Company's products are sold under private labels. The
Company also operates a trucking business hauling less-than-truckload freight,
concentrating primarily on refrigerated and frozen cartage, the results of which
are reported in the Specialty segment.

STRATEGIC DIRECTION
-------------------

         The Company continues to refine and execute its previously announced
long-term strategic plan. As part of this on-going review, on July 27, 1998, the
Company announced it had reached a definitive agreement to sell its Vegetables
segment for approximately $400 million in cash plus the aseptic foods business
of Agrilink Foods, Inc. The transaction is expected to close in the second
quarter of fiscal 1999. There can be no assurance that the sale of the
Vegetables segment will be completed pursuant to the agreement. Accordingly, the
description of the Company's business and properties below includes a
description of the Vegetables segment as it has been and currently is being
operated by the Company. Vegetables segment results of operations are presented
as discontinued operations in the financial statements and other financial
information presented in this Annual Report on Form 10-K.

         In fiscal 1996, the Company conducted a strategic business review of
all operations, focusing on its markets, competitors and capabilities, and
identified a strategic plan designed to enhance long-term shareholder value. As
a result, in May 1996 the Company recorded a pre-tax special charge to
continuing operations of $102.4 million ($64.9 million after-tax, or $1.62 per
share) related to the adoption of a plan to reduce costs, rationalize production
capacity and provide for severance and environmental costs. Complete
implementation of the plan resulted in the elimination of more than 500
manufacturing and administrative positions and the disposition or closure of six
manufacturing facilities.

BUSINESS ACQUISITIONS
---------------------

         Acquisitions have been an important factor in the Company's strategy
and continued growth. The Company's acquisition strategy is to focus on food
companies having a well-established reputation for quality products and services
that meet selected financial criteria, including return on invested capital and
market value added. The Company continues to take advantage of industry
consolidation trends, specifically within the dairy segment, and to focus on
companies that can provide significant operating efficiencies. The Company has
completed 20 acquisitions in the last five years. These companies, businesses
and assets were acquired for cash, installment notes or a combination thereof.
The listing below summarizes the acquisitions completed by fiscal year:

  FISCAL YEAR 1998
     Purity Dairies, a dairy processor                   Nashville, Tennessee
     Coburg Dairy, a dairy processor                     Charleston, South 
                                                         Carolina
     Dairy business of American Stores Company (Lucky    Buena Park, Escondido, 
                                                         San Leandro and
        Stores)                                           Sacremento, California
     Wengert's Dairy, a dairy processor                  Lebanon, Pennsylvania
     Sani-Dairy Division of Penn Traffic Company,  a     Johnstown, Pennsylvania
        dairy processor
     Maplehurst Dairy, a dairy processor                 Indianapolis, Indiana
     H. Meyer Dairy Company, a dairy processor           Cincinnati, Ohio
     Milk Products LLC, a dairy processor                Albuquerque, New 
                                                         Mexico and El Paso, 
                                                         Texas

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      Schwartz Pickle Company, a refrigerated  pickles    Chicago, Illinois
         processor
      Marie's Salad Dressing, a processor of salad        Thornton, Illinois
         dressings and vegetable dips
   FISCAL YEAR 1997
      Tri-State Dairy, Inc., a dairy processor            Miami, Florida
      Meadows Distribution Co., Inc., an ice cream and    Batavia, Illinois
         frozen foods distributor
   FISCAL YEAR 1996
      Norcal Crossetti Foods, Inc., a frozen vegetable   Watsonville, California
         and fruit processor
      Paramount Foods, Inc., a pickle processor           Louisville, Kentucky
      Rod's Food Products, a specialty foods processor    City of Industry, 
                                                          California
         of aerosol toppings and extended shelf life
         products
   FISCAL YEAR 1995
      Gold Star Dairy, a dairy processor                  Clovis, New Mexico
      Rio Grande Foods, Inc., a frozen vegetable          McAllen, Texas
         processor
   FISCAL YEAR 1994
      Longlife Dairy Products, a processor of extended    Jacksonville, Florida
         shelf life products
      Birds Eye frozen vegetable business                 Waseca, Minnesota; 
                                                          Fulton, New York and 
                                                          Celaya Mexico
      Bennett's premium sauce line                        Green Bay, Wisconsin

         Subsequent to fiscal 1998 year-end, the Company completed the
acquisitions of two dairy processors, Barber Dairies, Inc. and Hillside Dairy,
for cash consideration. The Company has also announced it has reached a
definitive agreement to acquire U.C. Milk Company, a dairy processor, for cash
consideration.


BUSINESS SEGMENTS
-----------------

         Information regarding the Company's Dairy, Pickles and Specialty
business segments for the last three fiscal years is set forth in the Company's
Fiscal 1998 Annual Report (Exhibit 13a hereto) at page 34 in Note 15 to the
consolidated financial statements. Such information, excluding the first
sentence of such note, is hereby incorporated herein by reference.

Dairy Segment
-------------

Fluid Milk and Cultured Products

         The Company processes raw milk and other raw materials into fluid milk
and cultured products. The Company believes that it is the largest fluid milk
processor in the United States. Although industry data is not available, the
Company estimates that it has a 12% market share in domestic fluid milk.
Included in the fluid products category is homogenized, low-fat and skim milk
plus buttermilk, chocolate milk and juice products. Cultured dairy products
include cottage cheese, yogurt and sour cream.

         Fluid milk and fresh cultured products are sold to grocery store
chains, convenience stores, smaller retail grocery outlets, warehouse club
stores, grocery warehouses and institutional customers in the Midwest and
Midsouth, in parts of the Southeastern, Southwestern and Rocky Mountain states,
parts of Pennsylvania and New York, California and Mexico.

         In addition to the strong Dean's brand in the Midwest and Mid-South,
fluid milk and cultured dairy products are sold in various areas under
well-established labels such as Bell, Coburg, Cream o'Weber, Creamland, H.
Meyer, Gandy's, Maplehurst, Mayfield, McArthur, Meadow Brook, Price's, Purity,
Reiter, T.G. Lee, Verifine and Wengert's. A substantial portion of the Company's
fluid milk and cultured products volume is sold under private labels.


                                       3

<PAGE>   4


         The fluid milk and cultured products business is extremely competitive
and productivity is therefore very important. The Company continues to reinvest
a substantial portion of its total capital budget in its dairy plants and
distribution systems to maintain and improve efficiencies. Fiscal 1998 major
capital expenditures included the construction and implementation of the small
bottle (Milk Chugs) product line at several plants located in the Midwest,
Northeast and Southeast. Fiscal 1998 expenditures also included costs associated
with the completion of the new fluid milk plant in Braselton, Georgia, which
began production during the second quarter. Major capital expenditures in fiscal
1997 included the initial construction of the new Braselton, Georgia, fluid milk
processing plant, expansion of the filler room at the Sharpsville, Pennsylvania
facility and new labeling equipment at the Athens, Tennessee plant. Capital
expenditures during fiscal 1996 included new packaging equipment for one-pint
and ten-ounce, plastic, resealable bottles at its Athens, Tennessee dairy plant,
the expansion of the Erie, Pennsylvania milk cooler and additional processing
capacity at the Company's Rochester, Indiana and Huntley, Illinois milk plants.
Major capital projects during fiscal 1995 included additional processing
equipment and costs related to plant consolidation of the Lubbock and San
Angelo, Texas dairy processing plants, a cooler expansion at the Rochester,
Indiana dairy plant, a waste water treatment system at the Belleville,
Pennsylvania dairy plant and computer equipment at the Florida dairy operations.
Capital expenditure projects for 1994 included cooler expansions at its Evart,
Michigan; Chemung, Illinois; and Louisville, Kentucky dairy plants; corrugated
case and palletizer at its El Paso, Texas dairy plant; blowmold packaging
equipment at its Rochester, Indiana dairy plant and construction of a dairy
distribution and cooler facility in Greenville, South Carolina.

         Sales of fluid milk and cultured products to unaffiliated customers for
the fiscal years 1998,  1997 and 1996 were $1,574 million,  $1,386 million,  and
$1,235 million, respectively.

Ice Cream and Frozen Desserts

         The Company produces packaged and bulk ice cream products which are
sold through supermarkets, convenience stores, smaller retail grocery outlets,
restaurants and other foodservice users. The product line includes ice cream
(regular, lowfat and non-fat), fruit sherbets, frozen yogurts, and novelties
made with ice cream, sherbet and ices. These products are sold under a variety
of regional brands and numerous private labels in the Midwest, Mid-South,
Southeast, Southwest, and parts of the Rocky Mountain states under numerous
well-established brands. Such brands include Dean's, Dean's Country Charm,
Gandy's, Creamland, Cream o'Weber, Bell, Price's, Fitzgerald, Fieldcrest,
Mayfield, McArthur/T.G.Lee, Reiter and Verifine. Sales of ice cream and frozen
dessert products are substantially greater during the summer months than during
the rest of the year. Additionally, the Company produces and supplies
Baskin-Robbins ice cream products in the Midwest and Southwest.

         Fiscal 1998 capital expenditures included the expansion of an ice cream
storage facility and the purchase of frozen novelties vending machines at the
Company's subsidiary in Athens, Tennessee. Capital expenditures during fiscal
1997 and fiscal 1996 included additional processing equipment at the Company's
Belvidere, Illinois and Athens, Tennessee ice cream plants. During fiscal 1995
capital expenditures included plant expansion and replacement of refrigeration
equipment at the Belvidere, Illinois ice cream plant. Major projects in 1994
included a stick novelty line, freezer expansion and new distribution facilities
in Athens, Tennessee and new processing equipment in Akron, Ohio.

         Sales to  unaffiliated  customers  for the fiscal years 1998,  1997 and
1996 were $332 million, $261 million and $235 million, respectively.

Extended Shelf Life

         The Company processes extended shelf life fluid, aerosol and other
dairy products. Extended shelf life products include whipping creams, half and
half dairy creamers, aerosol whipped creams and non-dairy toppings, coffee
creamers, flavored milks and lactose-reduced milks.

         Extended shelf life products are distributed nationwide under Dean
brands such as Dairy Pure, Dean Ultra and Easy 2%, as well as well-known
licensed national brands and private labels. In fiscal 1997 the Company
consolidated Ryan Milk Company and Longlife Dairy Products into Ryan Foods
Company.

         The extended shelf life products business is extremely competitive and
productivity is therefore very important. The Company continues to reinvest in
its extended shelf life plants and distribution systems to maintain and improve


                                       4

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efficiencies. Capital expenditures in fiscal 1998 included investment in a new
high-temperature processor and cooler expansion at its Murray, Kentucky plant.
In fiscal 1997, the Company divested its Ready Foods plant in Philadelphia,
Pennsylvania and consolidated production into the Murray, Kentucky facility,
where the Company invested in a new aerosol filling line. During fiscal 1996,
capital expenditures included the installation of new racking and inventory
systems and cooler expansion at its Murray, Kentucky plant

         Sales of extended  shelf life  products to  unaffiliated  customers for
fiscal  1998,  fiscal  1997 and 1996 were $147  million,  $141  million and $141
million, respectively.

Pickles Segment
---------------

Pickles, Relishes and Specialty Items

         The Company is one of the largest pickle processors and marketers in
the United States with sales nationwide. Pickles, relishes, pickled peppers and
other assorted specialty items are sold under several brand names, including
Arnold's, Atkins, Aunt Jane's, Cates, Dailey, Heifetz, Paramount, Peter Piper,
Rainbo, Roddenbery and Schwartz's. Branded and private label products are
marketed and distributed to retail grocery store chains, wholesalers and the
foodservice industry and in bulk to other food processors.

         Capital expenditures in fiscal 1998 included the investment in
non-fermenting processing equipment, a new water treatment system and banana
pepper handling equipment. During fiscal 1997 the Company closed its Eaton
Rapids, Michigan plant and consolidated production into existing facilities and
continued to modernize its remaining manufacturing facilities. During fiscal
1996 capital improvements were made to upgrade and modernize the Company's
manufacturing facilities and reduce transportation costs. Major capital
expenditure projects during fiscal 1995 included the installation of processing
equipment at the Company's Cairo, Georgia plant. Fiscal 1994 capital
expenditures included the construction of a new processing room at the Company's
LaJunta, Colorado plant.

         The processing of pickle products is seasonal, dependent to a large
extent upon the growing season of cucumbers in the summer months. Inventories
are therefore higher in the fall and winter months than in the spring and early
summer.

         The Company markets a number of specialty sauces, including shrimp,
seafood, tartar, horseradish, chili and sweet and sour sauces, in the Eastern,
Midwestern and Southern United States to retail grocers. Products are sold under
the Bennett's and Hoffman House brand names.

         Sales to  unaffiliated  customers  for the fiscal years 1998,  1997 and
1996 were $349 million, $371 million and $373 million, respectively.


Specialty Segment
-----------------

Powdered Products

         Non-dairy coffee creamers are the Company's principal powdered
products. Powdered premium and low-fat products are sold primarily under private
labels to vending operators, office beverage service companies and institutional
foodservice distributors with national distribution which supply restaurants,
schools, health care institutions, hotels and vending and fast-food operations.
Non-dairy creamers are also sold for private label distribution to all classes
of the retail trade and sold in bulk to a number of other food companies for use
as an ingredient in their food products. Powdered products are also sold to
international customers in Australia, Canada, the Far East, Mexico, South
America, Europe, Africa and the Middle East. The Company believes that it is the
largest manufacturer of powdered non-dairy coffee creamers in the United States.
The Company's non-dairy coffee creamers are an economical and convenient
substitute for milk and cream. These products require no refrigeration and have
long shelf lives.

         The Company, through an affiliate, provides stabilizers and other dry
ingredients to the United Kingdom, Continental Europe and other foreign markets.


                                       5


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         Fiscal 1998 and fiscal 1997 capital expenditures included the
construction of a new dryer in Wayland, Michigan, which began operation during
the third quarter of fiscal 1998. Capital expenditures during fiscal 1996
included the construction of a new production facility in the United Kingdom.
There were no major capital expenditures during fiscal years 1994 and 1995.

         Sales to  unaffiliated  customers  for the fiscal years 1998,  1997 and
1996 were $161 million, $153 million and $129 million, respectively.

Salad Dressings, Dips, Sauces and Puddings

         The Company's aseptic products primarily include ready-to-serve natural
cheese sauces, puddings and other specialty sauces which are sterilized under a
process which allows storage for prolonged periods without refrigeration.
Aseptic products are sold nationwide, primarily under private labels to
distributors which supply restaurants, schools, hotels and other segments of the
foodservice industry. Fiscal 1998 capital expenditures included receiving room
upgrades at the Company's City of Industry, California facility. There were no
major capital expenditures during fiscal years 1997 and 1996. Major capital
expenditures in fiscal 1995 and 1994 included a multi-phase project to
significantly upgrade the Dixon, Illinois facility with the completion of a new
batch make-up room.

         The Company manufactures vegetable-fat-based party dips, low-fat sour
cream and sour cream replacements at its Rockford, Illinois facility. These
products are sold nationally, but primarily east of the Rockies, under the
Dean's, King and private label brands in supermarkets and other retail outlets
through distributor or direct warehouse delivery. Dean's brand
vegetable-fat-based dips, available in regular, lowfat and non-fat varieties,
have the leading market position nationwide and the Company's Birds Eye Veggie
Dip is the second leading produce dip. At the beginning of fiscal 1998, the
Company completed the acquisition of the Marie's business. The Marie's product
line includes refrigerated salad dressings, vegetable dips, salsas and fruit
glazes. During fiscal 1996 the Company acquired Rod's Food Products which
brought a significant West Coast presence to several of Dean's product lines.
Rod's supplies a large and growing Western United States customer base with
retail snack dips and other oil-based products, as well as flavored salad
dressings for the foodservice trade. Retail products are sold under the Rod's,
Imo, Slender Choice, Chivo and Zesty brand names and a number of private labels.

         Sales to  unaffiliated  customers  for the fiscal years 1998,  1997 and
1996 were $147 million, $122 million and $100 million, respectively.

DFC Transportation

         DFC Transportation Company, a transportation and logistics subsidiary
of the Company, operates nationwide with a fleet of approximately 122 tractors
and 267 trailers, providing less-than-truckload refrigerated and frozen cartage
service. Its customers include food and industrial companies. A significant
portion of its revenues are derived from the brokerage of various types of
freight.

         Revenues from unaffiliated customers were $27 million in each of the
fiscal years ended 1998, 1997 and 1996. Revenues relating to hauling products
for other divisions and subsidiaries of the Company have been eliminated.

Vegetables Segment
------------------

Frozen and Canned Vegetables

         The Company processes and markets frozen and canned vegetables
consisting of corn, peas, green beans, carrots, beets, spinach, peas and
carrots, green lima beans and various mixed vegetable blends. Additional
products in the frozen vegetable line include asparagus, broccoli, Brussels
sprouts, cauliflower, fordhook lima beans, southern greens, okra, crowder and
black-eyed peas, celery and vegetable blends with pasta and with rice. The
processing and canning of fresh vegetables is seasonal in nature, with most of
the canning activity in the Midwest occurring during harvesting periods. The
Company believes the geographic diversity of its plants and growing areas
provides the ability to balance production. The packaging of processed frozen
vegetables occurs year-round. As a result of the seasonal nature of the
vegetable business, inventory levels vary significantly during the year.


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         Also included in the Vegetables segment are sales of canned meats
processed under bid contracts with the federal government. Such sales vary
greatly from year to year because of the nature of the federal government's
procurement practices. Margins are small since these contracts are taken
primarily to absorb overhead of the Company's canning operation during
seasonally idle periods of production.

         Frozen vegetables account for approximately 75% of the total vegetable
sales. The Company is the largest frozen vegetable processor in the United
States and the third largest vegetable processor overall. Products are marketed
under several brand names including Birds Eye, Freshlike and Veg-All, as well as
under customer brand names or in-house brands. The Company's Birds Eye and
Veg-All vegetable brands are marketed throughout the United States. The
Freshlike canned and frozen vegetable line is marketed primarily in the Midwest.
Other vegetable products are marketed under private labels or in-house brands
throughout the United States and exported to the Far East, Mid-East, Europe,
Mexico, Canada and the Caribbean. Consumer products are distributed through
traditional retail and mass merchandising retail outlets and include Company
brands and buyers' brands of all products. Institutional customers, including
hotels, restaurants, in-plant feeding programs, and schools are serviced through
foodservice distributors with products packaged in larger containers.

         Fiscal 1998 capital investment included receiving and processing
improvements at its Green Bay, Wisconsin facility, new freezer equipment in
Fairwater, Wisconsin and a new canning facility in Cambria, Wisconsin. The
Company also incurred expenditures related to consolidation of operations at its
Watsonville, California plant in fiscal 1998. During fiscal 1997, the Company
closed six plants and consolidated production capacity into its remaining
processing facilities. Major capital expenditures included new processing and
freezing equipment and expanded quality assurance and R&D facilities. During
fiscal 1996, major capital expenditures included new electronic sorting
equipment, upgraded freezing capacity, improved warehousing and new management
information systems. Fiscal 1995 major capital expenditures included the
completion of the new carrot line in Uvalde, Texas and a waste water treatment
plant in Celaya, Mexico. Major capital projects in 1994 included the
installation of a carrot processing line at Uvalde, Texas and an expansion of
the office facilities in Green Bay, Wisconsin.

         Sales to unaffiliated customers, which are not included in Net Sales as
the Vegetables segment is treated as a discontinued operation, for fiscal years
1998, 1997 and 1996 were $553 million, $558 million and $574 million,
respectively.


RAW MATERIALS AND SUPPLIES
--------------------------

         The Company's business is dependent upon obtaining adequate supplies of
raw and processed agricultural products. Historically, the Company has been able
to obtain adequate supplies of agricultural products.

         Raw milk and other agricultural products are generally purchased
directly from farmers and farm cooperatives. The Company does not have long-term
purchase contracts for agricultural products. The price of raw milk is
extensively regulated. Raw milk costs during the first half of fiscal 1998 were
significantly lower in comparison to the same period in fiscal 1997; raw milk
costs rose during the last half of fiscal 1998 to a level above the same period
in the prior year. Raw milk costs peaked at record levels in the second quarter
of fiscal 1997, then declined sharply during the third quarter and rose during
the last quarter of fiscal 1997. In fiscal 1996, raw milk costs were slightly
below fiscal 1995 levels during the first six months and then increased to
higher levels than fiscal 1995 by year-end. Early indications are that raw milk
costs will not change significantly during the first quarter and will then rise
to near record levels during the second quarter of fiscal 1999.

         The Company produces most of its plastic gallon and half-gallon
container requirements for its fluid milk business. Glass containers for pickles
and related products are purchased from one main supplier and can requirements
for canned vegetables are primarily furnished by two can manufacturers, as
required, at competitive prices.

         Certain commodities, such as corn syrups, vegetable oils, sugar and
casein, and various packaging supplies are purchased from numerous sources on a
normal purchase order basis, with vegetables and cucumbers purchased under
seasonal grower contracts. The Company is not dependent upon any single supplier
and is confident that any lost supplier requirements could be replaced in the
ordinary course of business.


                                       7

<PAGE>   8


         In its pickle and vegetable operations, the Company supplies seed to
and advises growers regarding planting techniques, monitors and arranges for the
control of insects, directs the harvest, and, for some crops, provides automated
harvesting service.

         Although Southeast crops were late and short of expectations due to
adverse growing conditions, fiscal 1998 cucumber costs approximated fiscal 1997
costs. In fiscal 1999, cucumber costs are expected to be comparable to fiscal
1998. Fiscal 1997 cucumber cost approximated fiscal 1996 costs. Raw cucumber
costs were higher in fiscal 1996 compared with fiscal 1995 due to the poor
Southeast cucumber harvest and the necessity to source cucumber requirements
from higher cost growing areas. The cost of raw cucumbers increased in fiscal
1995 as a result of weather-related costs after being relatively stable during
the previous fiscal year.

         Vegetable supplies are largely dependent on regional weather and
growing conditions. Although there have been adverse weather-related growing
conditions in certain parts of the country, early indications are that supplies
will be adequate, with fiscal 1999 crop costs approximating fiscal 1998 cost
levels, despite minor exceptions in Texas and Mexico. Fiscal 1998 raw product
costs were relatively flat overall in comparison to fiscal 1997 and 1996 costs.


DISTRIBUTION
------------

         Dairy products are principally delivered to grocery chain stores or
warehouses directly from the Company's processing plants by the Company, in
trucks which it owns or leases, and by independent distributors. In certain
states, products are also delivered to the Company's distribution branches from
which distribution is then made to customers. The Company has continued its
efforts to streamline its distribution system for Dairy products. Major
economies have been effected in recent years through consolidation of
distribution branches and routes, with emphasis on direct truck delivery to
retail stores and warehouses of grocery chains. The Company's Pickles, Specialty
and Vegetables products are delivered to warehouses and food distributors by the
Company's fleet of trucks and outside freight carriers. Inventories of frozen
and canned vegetables are maintained by the Company in warehouses throughout the
country in order to maintain a ready supply for rapid delivery to local
retailers.


COMPETITION
-----------

         The Company's business is highly price competitive with relatively low
operating margins. Quality and customer service are important factors in
securing and maintaining business. An important aspect of the Company's service
to customers is computer ordering, shipping and billing systems. Referred to in
the food industry as "Efficient Consumer Response", the Company has over the
last several years made a substantial commitment to these areas. The Company's
Dairy business operates in a number of different geographical markets, competing
in some against national companies and in others against regional or local
companies. In certain markets, some supermarket chain stores have their own
dairy products processing plants. Generally, in each major market and product
class there are a number of competitors, some of which have greater sales and
assets than the Company's operations in that market. The Company's Pickles,
Specialty and Vegetables products are marketed nationwide and, in some cases,
internationally. The degree of penetration and competitive conditions in each
market varies, but the Company does not consider that it has any material
competitive advantage in any of its major markets or product classes.


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<PAGE>   9



EMPLOYEES
---------

         The Company employs approximately 14,500 employees (11,200 full-time).
Approximately 6,600 employees are represented by the International Brotherhood
of Teamsters and other unions under seventy collective bargaining agreements.
Nineteen of these agreements expire during fiscal 1999. Generally, the Company
considers its employee relations to be good. The following table details the
above information by Continuing Operations and the Vegetables segment.


<TABLE>
<CAPTION>
                                                                               Number of      Expiration
                                                                    Union     Bargaining        of Union
                                       Total      Full-Time     Employees     Agreements       Contracts
                                       -----      ---------     ---------     ----------       ---------
         <S>                          <C>            <C>            <C>               <C>             <C>
         Continuing Operations        13,200         10,700         5,300             60              18
         Vegetables Segment            3,300            500         1,300             10               1
         Total                        14,500         11,200         6,600             70              19
</TABLE>


         The Company has approximately 5,000 seasonal positions at its pickle
processing plants (1,000) and vegetable operations (4,000), principally during
the summer months. At times, the Company has experienced difficulties in meeting
seasonal employee needs. The Company estimates that two individuals are hired
for each seasonal position. A number of strategies have been employed to retain
seasonal employees including incentive programs and employee sharing programs.


ENVIRONMENT
-----------

         On July 10, 1996, a subsidiary of the Company was fined approximately
$4 million in a lawsuit filed by the United States of America in the United
States District Court for the Middle District of Pennsylvania alleging
violations of the Federal Water Pollution Control Act relating to the discharge
of conventional, non-hazardous substances. The Company appealed the lower court
ruling on the grounds that the fine should be substantially reduced. In July
1998, the appellate court affirmed the lower court's decision. On August 31,
1998 the Company paid the fine of $4.5 million (including interest) to the
Environmental Protection Agency. The Company provided for this exposure in 1996
and in light of reserves existing, the imposed fine will not have a material
effect on the financial position or results of operations of the Company.

         The Company's compliance with Federal, State and local regulations
relating to the discharge of material into the environment or otherwise relating
to the protection of the environment has not had a material effect on the
Company's capital expenditures, earnings or competitive position. The Company's
fiscal 1996 special charge to earnings included a provision covering the
estimated potential environmental cleanup costs associated with the closure of
certain manufacturing facilities. The Company continues to give considerable
attention to the impact or potential impact of its operations on the
environment.


ITEM 2.  PROPERTIES.

         The Company owns sixty-four of its processing plants (four of which
are subject to mortgage) and leases the other four under leases expiring from
fiscal 2000 through fiscal 2011. The Company has various distribution branches
and storage warehouses located throughout the country, some of which are owned
and some leased. The Company considers its properties suitable and adequate for
the conduct of its business. A number of the Vegetables facilities are operated
only during the vegetable intake season. All other production facilities are
principally operated at or near capacity levels, but generally on the basis of
fewer than three shifts per day.

        Further information relating to the Company's leases is contained in the
Note 10 to consolidated financial statements appearing in the Company's Fiscal
1998 Annual Report (Exhibit 13a hereto) on page 33. Such information is hereby
incorporated by reference.


                                       9

<PAGE>   10



        The locations of the Company's processing facilities, by product
category within business segment, are set forth below:


<TABLE>
<CAPTION>

                                               DAIRY

<S>                                                                    <C>
Fluid Milk and Cultured Products
         Buena Park, California                                        Barberton, Ohio
         Escondido, California                                         Cincinnati, Ohio
         San Leandro, California                                       Springfield, Ohio
         Sacremento, California                                        Belleville, Pennsylvania
         Miami, Florida                                                Erie, Pennsylvania
         Orange City, Florida                                          Johnstown, Pennsylvania
         Orlando, Florida                                              Lebanon, Pennsylvania
         Braselton, Georgia                                            Sharpsville, Pennsylvania
         Chemung, Illinois                                             Charleston, South Carolina
         Huntley, Illinois                                             Athens, Tennessee
         Rockford, Illinois                                            Nashville, Tennessee
         Indianapolis, Indiana                                         El Paso, Texas
         Rochester, Indiana                                            Lubbock, Texas
         Louisville, Kentucky                                          Salt Lake City, Utah
         Evart, Michigan                                               Sheyboygan, Wisconsin
         Albuquerque, New Mexico

Ice Cream and Frozen Desserts
         Buena Vista, California                                       Athens, Tennessee
         Belvidere, Illinois                                           Nashville, Tennessee
         Albuquerque, New Mexico                                       Barberton, Ohio

Extended Shelf Life
         Jacksonville, Florida                                         Murray, Kentucky

                                               PICKLES
Pickles, Relishes and Specialty Items
         Atkins, Arkansas                                              Plymouth, Indiana
         LaJunta, Colorado                                             Croswell, Michigan
         Sanford, Florida                                              Faison, North Carolina
         Cairo, Georgia                                                Green Bay, Wisconsin
         Chicago, Illinois

                                               SPECIALTY
Powdered Products
         Pecatonica, Illinois                                          Wayland, Michigan
         Rockford, Illinois                                            Abingdon, Oxon, United Kingdom

Salad Dressings, Dips, Sauces and Puddings
         City of Industry, California                                  Rockford, Illinois
         Dixon, Illinois                                               Thornton, Illinois

DFC Transportation                                                     Huntley, Illinois

                                               VEGETABLES
Frozen and Canned Vegetables
         Oxnard, California                                            Cambria, Wisconsin
         Watsonville, California                                       Darien, Wisconsin
         Arlington, Minnesota                                          Fairwater, Wisconsin
         Waseca, Minnesota                                             Green Bay, Wisconsin
         Fulton, New York                                              Hortonville, Wisconsin
         Uvalde, Texas                                                 Celaya, Mexico
</TABLE>


                                       10

<PAGE>   11





         Distribution branches for the Dairy segment are located in Alabama,
California, Florida, Georgia, Idaho, Illinois, Nevada, New Mexico, New York,
Ohio, Pennsylvania, South Carolina, Tennessee, Texas, and Virginia.

         Distribution warehouses for the Pickles, Specialty and Vegetables
segments are maintained adjacent to many processing plants with public
warehouses throughout the United States for further distribution of pickle and
vegetable products. The Company maintains powdered product warehouses utilized
throughout the United States. A Company-owned transportation terminal and
maintenance facility is located in Illinois.


ITEM 3.  LEGAL PROCEEDINGS.

         Information on legal proceedings is contained in the Company's Fiscal
1998 Annual Report (Exhibit 13a hereto) on page 33 in Note 13 to the
consolidated financial statements. Such information is hereby incorporated
herein by reference.


ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

         No matter was submitted to a vote of security holders, through the
solicitation of proxies or otherwise, during the fourth quarter of the fiscal
year ended May 31, 1998.


EXECUTIVE OFFICERS OF THE REGISTRANT.
-------------------------------------

         Information regarding the Company's executive officers is set forth in
Item 10 of Part III of this Report.


                                       11

<PAGE>   12



                                     PART II

ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

         The Company's Common Stock is traded on the New York Stock Exchange
under the ticker symbol DF. The range of Common Stock sales prices for each of
the quarters during the past two fiscal years (as reported by the New York Stock
Exchange) and the frequency and amount of Common Stock dividends declared the
past two fiscal years are set forth under the caption "Quarterly Financial Data"
at page 35 of the Company's Fiscal 1998 Annual Report (Exhibit 13a hereto) in
the rows captioned "Stock Price Range" and "Dividend Rate". Such rows and the
column and row captions related thereto are hereby incorporated herein by
reference.

         The approximate number of holders of record of the Company's Common
Stock on August 7, 1998, was 8,695.

         Restrictions on the Company's ability to pay dividends on its Common
Stock are described in the fifth paragraph of Note 4 to the consolidated
financial statements at page 29 of the Company's Fiscal 1998 Annual Report
(Exhibit 13a hereto), which paragraph is hereby incorporated herein by
reference.


ITEM 6.  SELECTED FINANCIAL DATA.

         Selected financial data for each of the Company's last five fiscal
years is set forth at page 36 of the Company's Fiscal 1998 Annual Report
(Exhibit 13a hereto) under the caption "Summary of Operations". Such selected
financial data is hereby incorporated herein by reference.


ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND 
         RESULTS OF OPERATIONS.

         A discussion of the Company's financial condition, cash flows and
results of operations, including information with respect to liquidity and
capital resources, is set forth at pages 17 through 21 of the Company's Fiscal
1998 Annual Report (Exhibit 13a hereto) under the caption "Financial Review",
which discussion is hereby incorporated herein by reference.


ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

         The Company's consolidated balance sheets as of May 31, 1998 and May
25, 1997 and related consolidated statements of income, of shareholders' equity
and of cash flows for each of the three fiscal years in the period ended May 31,
1998, and the notes thereto, together with the report thereon of independent
accountants, are set forth on pages 22 through 37 of the Company's Fiscal 1998
Annual Report (Exhibit 13a hereto). Such financial statements, notes thereto and
the report thereon of independent accountants are hereby incorporated herein by
reference.

         Financial data for each quarter within the two most recent fiscal years
is set forth under the caption "Quarterly Financial Data" at page 35 of the
Company's Fiscal 1998 Annual Report (Exhibit 13a hereto) in the rows captioned
"Net Sales", "Gross Profit", "Income from Continuing Operations", "Net Income"
and "Per Common Share Data: Basic Income (Loss) Per Share and Diluted Income
(Loss) Per Share". Such rows and row captions related thereto are hereby
incorporated herein by reference.


ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND 
         FINANCIAL DISCLOSURE.

         None.


                                       12

<PAGE>   13
                                    PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

         Information regarding the Company's directors (including nominees for
election at the Company's Annual Meeting of Stockholders to be held September
29, 1998) is set forth at pages 2 through 7 of the Company's 1998 Proxy
Statement under the captions "ELECTION OF DIRECTORS" and "CERTAIN INFORMATION
REGARDING THE BOARD OF DIRECTORS". Such information is hereby incorporated
herein by reference.

         Information supplied by the Company's executive officers who are not
also directors of the Company concerning their ages, business experiences, and
periods of service as executive officers is as follows:

<TABLE>
<CAPTION>
                                                                                             Served in
                                            Position with                                 such position
                                            the Company                      Age               since
                                            -----------                      ---               -----
<S>                                         <C>                                <C>             <C>
Robert E. Baker.............................Vice President,                      51            1997
                                            Strategic Planning

Eric A. Blanchard...........................Vice President,                      42            1993
                                            Secretary and General Counsel

Jenny L. Carpenter..........................Group Vice President,                52            1995
                                            Specialty Business Unit

Gary A. Corbett.............................Vice President, Governmental         50            1993
                                            and Dairy Industry Relations

Neil J. Finerty.............................Vice President,                      53            1997
                                            Human Resources

Gary D. Flickinger..........................Vice President,                      56            1993
                                            Production and Engineering

Daniel E. Green.............................Group Vice President, and            53            1992
                                            President, Ryan Foods Company

James R. Greisinger.........................Group Vice President and             57            1992
                                            President, Dean Pickle and
                                            Specialty Products Company

Cameron C. Hitchcock........................Treasurer                            36            1997

Alan W. Hooper..............................Vice President                       49            1997
                                            Special Projects

Dale E. Kleber..............................Vice President and                   42            1997
                                            Associate General Counsel

William M. Luegers, Jr. ....................Corporate Controller                 44            1997

William R. McManaman........................Vice President, Finance              51            1996
                                            and Chief Financial Officer
</TABLE>


                                       13

<PAGE>   14


<TABLE>

<S>                                         <C>                                  <C>           <C>
George A. Muck..............................Vice President,                      60            1970
                                            Research and Development

Douglas A. Parr.............................Vice President,                      56            1993
                                            Dairy Sales and Marketing

Dennis J. Purcell...........................Group Vice President and             55            1993
                                            President, Specialty Business Unit

Gary P. Rietz...............................Chief Information Officer            42            1997

Jeffrey P. Shaw.............................Group Vice President and             41            1992
                                            President, Dean Foods
                                            Vegetable Company
</TABLE>



         Each of the executive officers, including executive officers who are
also directors, was elected to serve as an executive officer until the next
annual meeting of directors, scheduled for September 29, 1998.

         All of the  Company's  executive  officers  listed in Part III, Item 10
have been employees of the Company for more than five years,  with the exception
of Mr. Baker, Mr. Finerty,  Mr.  Hitchcock,  Mr. Luegers,  Mr. McManaman and Mr.
Rietz. Prior to assuming their current positions,
-    Mr. Blanchard was the Company's secretary and general counsel;
-    Ms. Carpenter was the Company's Director of Marketing and Sales-Specialty 
     Foods Division;
-    Mr. Corbett was in the Company's sales administration management;
-    Mr. Flickinger was the Director of Production - Dairy and a divisional 
     general manager;
-    Mr. Green was the Company's Vice President, Corporate Planning and 
     Development;
-    Mr. Greisinger was a Company Vice President and President of Dean Pickle 
     and Specialty Products Company;
-    Mr. Hooper was the Company's Director of Strategic Projects;
-    Mr. Kleber was a Corporate attorney;
-    Mr. Parr was a Company regional sales manager;
-    Mr. Purcell was Senior Vice President of Sales and Marketing of Dean 
     Pickle and Specialty Products Company;     
-    Mr. Shaw was President of the Company's  Richard A. Shaw, Inc.  
     subsidiary, which was subsequently  merged into Dean Foods Vegetable 
     Company.     

Mr.  Baker was  employed by the Company  during 1997.  Mr.  Baker,  prior to his
employment  by the  Company,  was the Vice  President  -  Marketing  & Strategic
Planning of Specialty Foods Company, a diversified food company.

Mr.  Finerty has been employed by the Company since 1995. Prior to assuming his
present duties, he was Director - Industrial  Relations.  Mr. Finerty,  prior to
his employment with the Company,  was Assistant  Director - Labor  Relations of
Borden Inc., a diversified food and dairy company.

Mr. Hitchcock was employed by the Company in 1997. Mr.  Hitchcock,  prior to his
employment with the Company,  was Vice President - Corporate Finance of Duetsche
Morgan Grenfell, Inc., the global investment banking arm of Duetsche Bank Group.

Mr. Luegers has been employed by the Company since 1996. Mr.  Luegers,  prior to
his employment with the Company, was  Director of Accounting of Brunswick
Corporation, a diversified marine and recreational products company.

Mr. McManaman has been employed by the Company since 1996. Mr. McManaman,  prior
to his employment by the Company, was the Vice President - Finance of Brunswick
Corporation, a diversified marine and recreational products company.


                                       14


<PAGE>   15




Mr.  Rietz  was  employed  by the  Company  in  1997.  Mr.  Rietz,  prior to his
employment with the Company, was  Business  Systems Manager - North  American
Beverage  Division of Quaker Oats  Company, a diversified food and beverage
company.

ITEM 11.  EXECUTIVE COMPENSATION.

         Information regarding the cash compensation of the Company's executive
officers, compensation pursuant to plans and compensation of the Company's
directors (including nominees for election at the Company's Annual Meeting of
stockholders to be held September 29, 1998) is set forth in the Company's 1998
Proxy Statement at pages 6 through 7 under the caption "CERTAIN INFORMATION
REGARDING THE BOARD OF DIRECTORS" and at pages 8 through 15 under the caption
"EXECUTIVE COMPENSATION." Such information is hereby incorporated herein by
reference.

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

         Information regarding security ownership of certain beneficial owners
and management is set forth in the Company's 1998 Proxy Statement at page 20
under the caption "PRINCIPAL HOLDERS OF VOTING SECURITIES". Such information is
hereby incorporated herein by reference.

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

         None.


                                       15

<PAGE>   16

                                     PART IV

ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.

        (a)    The following documents are filed as a part of this Report. The
               page number, if any, listed opposite a document indicates the
               page number in the sequential numbering system in the manually
               signed original of this Report where such document can be found.

<TABLE>
<CAPTION>

               
               (1)   Financial Statements                                                    Page No.
                     <S>                                                                     <C>
                     The consolidated balance sheets at May 31, 1998 and May 25,
                     1997, the related consolidated statements of income, of
                     shareholders' equity and of cash flows for each of the
                     three fiscal years in the period ended May 31, 1998, and
                     the notes thereto, together with the report thereon of
                     PricewaterhouseCoopers LLP dated June 29, 1998, except as
                     to Note 3 which is as of July 27, 1998, as incorporated by
                     reference in Part II, Item 8 of this Report.

               (2)    Financial Statement Schedules

                      Report of independent accountants on financial 
                      statement schedule                                                       18

                      Schedule VIII - Valuation and qualifying accounts                        19

                      All other schedules have been omitted
                      because they are not applicable, or not
                      required, or because the required
                      information is shown in the consolidated
                      financial statements or notes thereto.

                      Separate financial statements of the
                      Registrant have been omitted since the
                      Registrant is primarily an operating
                      company and all subsidiaries included in
                      the consolidated financial statements, in
                      the aggregate, do not have minority equity
                      interest and/or indebtedness to any person
                      other than the Registrant or its
                      consolidated subsidiaries in amounts which
                      together exceed 5% of total consolidated
                      assets at May 31, 1998, except for
                      indebtedness incurred in the ordinary
                      course of business which is not overdue and
                      which matures within one year from the date
                      of its creation.               

               (3)    Exhibits

                      See Exhibit Index                                                        20 - 21

        (b) Reports on Form 8-K.

               The Registrant filed a Current Report on Form 8-K, dated July 27,
               1998, with regards to the Registrant's Press Release, dated the
               same, "Dean Agrees to Sell Vegetable Operations; Will Focus
               Resources on Dairy Business".
</TABLE>


                                       16

<PAGE>   17


                                   SIGNATURES

         Pursuant to the requirements of Section 13 or 15(d) 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 FOODS COMPANY


                             By William R. McManaman
                               ---------------------------
                               William R. McManaman
                              (Vice President, Finance and
                              Chief Financial Officer)
Date:  August 31, 1998

         Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated:


<TABLE>
<CAPTION>

         Signature                               Title                                   Date
         ---------                               -----                                   ----

<S>                                          <C>                                    <C>
HOWARD M. DEAN                               Chairman of the Board                  August 31, 1998
----------------------------
Howard M. Dean                               and Director

RICHARD E. BAILEY                            President and Director                 August 31, 1998
----------------------------
Richard E. Bailey

EDWARD A. BRENNAN                            Director                               August 31, 1998
----------------------------
Edward A. Brennan

LEWIS M. COLLENS                             Director                               August 31, 1998
----------------------------
Lewis M. Collens

PAULA H. CROWN                               Director                               August 31, 1998
----------------------------
Paula H. Crown

JOHN P. FRAZEE, JR.                          Director                               August 31, 1998
----------------------------
John P. Frazee, Jr.

BERT A. GETZ                                 Director                               August 31, 1998
----------------------------
Bert A. Getz

JANET HILL                                   Director                               August 31, 1998
----------------------------
Janet Hill

JOHN S. LLEWELLYN, JR.                       Director                               August 31, 1998
----------------------------
John S. Llewellyn, Jr.

RICHARD P. MAYER                             Director                               August 31, 1998
----------------------------
Richard P. Mayer

ANDREW J. MCKENNA                            Director                               August 31, 1998
----------------------------
Andrew J. McKenna

THOMAS A. RAVENCROFT                         Senior Vice President                  August 31, 1998
----------------------------
Thomas A. Ravencroft                         and Director
</TABLE>


                                       17

<PAGE>   18




                      REPORT OF INDEPENDENT ACCOUNTANTS ON
                          FINANCIAL STATEMENT SCHEDULE



To the Board of Directors
Dean Foods Company


Our audits of the consolidated financial statements referred to in our report
dated June 29, 1998, except as to Note 3, which is as of July 27, 1998,
appearing on page 37 of the Dean Foods Company Annual Report to Shareholders for
Fiscal Year Ended May 31, 1998 (which report and consolidated financial
statements are incorporated by reference in this Annual Report on Form 10-K)
also included an audit of the Financial Statement Schedule listed in Item 14(a)
of this Form 10-K. In our opinion, this Financial Statement Schedule presents
fairly, in all material respects, the information set forth therein when read in
conjunction with the related consolidated financial statements.




                                                     PricewaterCoopers LLP

Chicago, Illinois
June 29, 1998






                                       18







<PAGE>   19


                                                                  
                       DEAN FOODS COMPANY AND SUBSIDIARIES

                                 ---------------

                SCHEDULE VIII - VALUATION AND QUALIFYING ACCOUNTS

<TABLE>
<CAPTION>

                                                                    Amount
                                                                   charged
                                               Balance at         (credited)        Accounts          Balance
                                                beginning        to costs and        written          at end
Classification                                 of period            expenses           off           of period
--------------                                 ---------            --------         -------         ---------
                                                                     (In thousands)

Fiscal Year Ended May 31, 1998
------------------------------
<S>                                              <C>               <C>              <C>              <C>
Allowance for doubtful
  accounts and notes
  receivable.....................................$3,085            $2,790           $1,663            $4,212
                                                 ======            ======           ======            ======

Fiscal Year Ended May 25, 1997

Allowance for doubtful
  accounts and notes
  receivable.....................................$2,691            $  846           $  452            $3,085
                                                 ======            ======           ======            ======


Fiscal Year Ended May 26, 1996

Allowance for doubtful
  accounts and notes
  receivable.....................................$3,607            $1,866           $2,782            $2,691
                                                 ======            ======           ======            ======
</TABLE>




                                       19





<PAGE>   20
                                  EXHIBIT INDEX

         The following documents are the exhibits to this Report. For convenient
reference, each exhibit is listed according to the number assigned to it in the
Exhibit Table of Item 601 of Regulation S-K. The page number, if any, listed
opposite an exhibit indicates the page number in the sequential numbering system
in the manually signed original of this Report where such exhibit can be found.

<TABLE>
<CAPTION>

                                                                                                         Page No.
                                                                                                         --------
<S>     <C>                                                                                              <C>
(3)     Articles of Incorporation and By-Laws

        a.    Dean Foods Company Restated Certificate of Incorporation dated
              February 8, 1988 (filed as Exhibit 3(a) to Registrant's Form
              10-K Annual Report for Fiscal Year Ended May 29, 1988 and
              incorporated herein by reference)

        b.    By-Laws of Registrant, as amended May 22, 1998                                          22-40

(4)     Instruments defining the rights of security holders, including indentures

        a.    Rights Agreement dated May 22, 1998                                                     41-84


(10)    Material contracts
              
        a.    Amended and Restated Dean Foods Company Management Deferred
              Compensation Plan, dated as of June 1, 1994 (filed as Exhibit
              10(a) to Registrant's Form 10-K Annual Report for Fiscal Year
              Ended May 29, 1994 and incorporated herein by reference)
              
        b.    Dean Foods Company Retirement Plan for Certain Directors
              (filed as Exhibit 10(a) to Registrant's Form 10-K Annual Report 
              for Fiscal Year Ended December 28, 1985 and incorporated herein 
              by reference)
              
        c.    Form of Agreement dated March 17, 1986, between Registrant and
              each of its current executive officers (filed as Exhibit 10(b)
              to Registrant's Form 10-K Annual Report for Fiscal Year Ended
              December 28, 1985 and incorporated herein by reference)
              
        d.    Form of Indemnification Agreement between Registrant and each of
              its directors and officers serving at any time after October 5,
              1987 (filed as Exhibit 10(m) to Registrant's Form 10-K Annual
              Report for Fiscal Year
              Ended May 29, 1988, and incorporated herein by reference)
              
        e.    Amended and Restated Dean Foods Company Directors Deferred
              Compensation Plan, dated March 25, 1988 (filed as Exhibit
              10(j) to Registrant's Form 10-K Annual Report for Fiscal Year
              Ended May 28, 1989 and incorporated herein by reference)
              
        f.    Dean Foods Company Supplemental Benefit Plan for eligible
              officers, as amended and restated on May 24, 1991 (filed as
              Exhibit 10(k) to Registrant's Form 10-K Annual Report for
              Fiscal Year ended May 26, 1991 and incorporated herein by
              reference)
</TABLE>      
              

                                       20

<PAGE>   21

<TABLE>
<CAPTION>

                                                                                                         Page No.
                                                                                                         --------
         <S>      <C>                                                                                     <C>
         g.       Dean Foods Company Supplemental Incentive Compensation Plan
                  for certain officers, as amended March 31, 1989 (filed as
                  Exhibit 10(l) to Registrant's Form 10-K Annual Report for
                  Fiscal Year Ended May 28, 1989 and incorporated herein by
                  reference)

         h.       Dean Foods Company Director Stock Option Plan, dated September
                  30, 1992 (filed as Exhibit 10(i) to Registrant's Form 10-K
                  Annual Report for Fiscal Year ended May 30, 1993 and
                  incorporated herein by reference)

         i.       $500 million Credit Agreement dated as of March 31, 1998                                 85-151

         j.       Severance Agreement dated March 4, 1998 between the Company
                  and Richard E. Bailey, President and Chief Operating Officer                            152-153

         k.       Stock Purchase Agreement by and between the Company and
                  Agrilink Foods, Inc dated July 24, 1998                                                 154-237

         l.       Severance Agreement dated July 13, 1998 between the Company
                  and Jeffrey P. Shaw, Group Vice President and President of 
                  Dean Foods Vegetable Company                                                            238-245

(11)     Computation of Basic and Diluted Income Per Share                                                246

(12)     Computation of Ratio of Earnings to Fixed Charges                                                247

(13)     Annual report to security holders, Form 10-Q or quarterly report to
         security holders

         a.       Dean Foods Company Annual Report to Shareholders for Fiscal
                  Year Ended May 31, 1998                                                                 248-288

                  With the exception of the financial statements, report of
                  independent accountants thereon and certain other information
                  expressly incorporated herein by reference, the Registrant's
                  Annual Report to Shareholders for Fiscal Year Ended May 31,
                  1998 is not to be deemed filed as part of this Report.

(21)     Subsidiaries of the Registrant

         a.       Subsidiaries of the Registrant as of May 31, 1998                                       289

(23)     Consents of Experts and Counsel

         a.       Consent of Independent Accountants dated August 31, 1998                                290

(27)     Financial Data Schedules                                                                            
         .1. Fiscal Year-Ended May 31, 1998                                                               291
         .2. Fiscal Year-Ended May 25, 1997(Restated)                                                     292
         .3. Fiscal Year-Ended May 26, 1996(Restated)                                                     293
</TABLE>


                                       21