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EXHIBIT 31.2

CERTIFICATION

I, Barry A. Fromberg, certify that:

1. I have reviewed this annual report on
Form 10-K of Dean Holding Company;

2. Based on my knowledge, this annual 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
report;

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

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



| |                                                                                                                                                                                                                                                                                                                                                                                                                 
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| | a. Designed such disclosure controls and
    procedures, or caused such disclosure controls and procedures to
    be designed under our supervision, to ensure that material
    information relating to the registrant, including its
    consolidated subsidiaries, is made known to us by others within
    those entities, particularly during the period in which this
    annual report is being prepared;
|
| | b. Evaluated the effectiveness of the
    registrants disclosure controls and procedures and
    presented in this report our conclusions about the effectiveness
    of the disclosure controls and procedures as of the period
    covered by this report based on such evaluation; and                                                                                                                      
|
| | c. Disclosed in this report any change in
    the registrants internal control over financial reporting
    that occurred during the registrants most recent fiscal
    quarter (the registrants fourth quarter in the case of an
    annual report) that has materially affected, or is reasonably
    likely to materially affect, the registrants internal
    control over financial reporting.         

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

c. All significant deficiencies and material
weaknesses in the design or operation of internal control over
financial reporting which are reasonably likely to adversely
affect the registrants ability to record, process,
summarize and report financial information; and

d. Any fraud, whether or not material, that
involves management or other employees who have a significant
role in the registrants internal control over financial
reporting.



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

March 30, 2004