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                                                                    EXHIBIT 10.5




                           THIRD AMENDED AND RESTATED
                      1997 EMPLOYEE STOCK PURCHASE PLAN OF
                               DEAN FOODS COMPANY


                                 I. INTRODUCTION

         The purpose of the Third Amended and Restated 1997 Employee Stock
Purchase Plan (the "Plan") is to make available to eligible employees of Dean
Foods Company (the "Company"), and certain related companies a means of
purchasing shares of Dean Common Stock through voluntary, regular payroll
deductions. The Plan is not subject to the provisions of the Employee Retirement
Income Security Act of 1974, but is intended to qualify as an "Employee Stock
Purchase Plan" under Section 423 of the Internal Revenue Code of 1986, as
amended (the "Code"). The Plan shall be administered, interpreted and construed
in accordance with Section 423 of the Code.

         Participation in the Plan is entirely voluntary, and the Company makes
no recommendations to employees as to whether they should or should not
participate.


                                 II. DEFINITIONS

         2.1. DEFINITIONS. The following words and phrases shall have the
following meanings:

         "ADMINISTRATOR" means the entity or person designated to act as
Administrator of the Plan pursuant to Section 6.1.

         "BASE COMPENSATION" means gross compensation for the relevant pay
period, including overtime pay, but excluding all bonuses, severance pay, any
extraordinary pay, expense allowances/reimbursements, moving expenses and income
from restricted stock or stock option awards. For these purposes, gross
compensation includes any amount that would be included in taxable income but
for the fact that it was contributed to a qualified plan pursuant to an elective
deferral under Section 401(k) of the Code or contributed under a salary
reduction agreement pursuant to Section 125 of the Code.

         "BOARD" means the Board of Directors of the Company.

         "BROKER" means a duly licensed securities dealer, broker or agent
designated to act as Broker of the Plan pursuant to Section 6.2.

         "COMMITTEE" means the Compensation Committee of the Board, which, to
the extent required by Rule 16b-3, shall consist entirely of non-employee
directors (as defined in Rule 16b-3).

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         "COMPANY" means Dean Foods Company (formerly known as Suiza Foods
Corporation).

         "COMMON STOCK" means Dean's Common Stock, par value $.01 per share.

         "CODE" has the meaning set forth in Article I.

         "DEAN COMPANY" means the Company or any Related Corporation.

         "ELIGIBLE EMPLOYEE" means any employee of any Dean Company, excluding
any employee (a) who has been employed by a Dean Company for less than 60 days,
(b) whose customary employment with the employee's Employer is 20 hours or less
per week, (c) whose customary employment with the employee's Employer is not for
more than five months in any calendar year, or (d) who immediately after the
grant of an option under this Plan to the employee would (in accordance with the
provisions of Sections 423 and 424(d) of the Code) own stock possessing 5% or
more of the total combined voting power or value of all classes of stock of the
"employer corporation" or of its "Parent Corporations" or "Subsidiary
Corporations," as defined in Section 424 of the Code.

         "EMPLOYER" means, with respect to any Participant, the Dean Company of
which the Participant is an Eligible Employee.

         "FAIR MARKET VALUE" means, with respect to a share of Common Stock, the
last sales price (or average of the quoted closing bid and asked prices if there
is no closing sales price reported) of a share of Common Stock as reported by
the New York Stock Exchange (or by the principal national stock exchange on
which the Common Stock is then listed) on the date of valuation, if such date is
a business day, or the immediately preceding business day, if such date is not a
business day.

         "INDEMNIFIED PERSON" has the meaning set forth in SECTION 9.2.

         "INITIAL OPTION PERIOD" means the Option Period commencing on the Plan
Start Date and ending on July 31, 1997.

         "1933 ACT" means the Securities Act of 1933, as amended.

         "OPTION" means an option granted pursuant to this Plan at the beginning
of each Option Period to acquire Common Stock.

         "OPTION EXERCISE DATE" means the last day of each Option Period.

         "OPTION PERIOD" means each calendar month during the period beginning
on the Plan Start Date and ending on June 30, 2007, unless the Plan is
terminated earlier.



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         "PAYROLL DEDUCTION ACCOUNT" means, with respect to each Participant,
the amounts credited to the Participant's account from the payroll deductions
made by the Participant under this Plan, less any amounts withdrawn from such
account (for payment of Common Stock, payment to the Participant, payment of
withholding and other taxes or amounts or payment of other obligations or
amounts).

         "PARTICIPANT" has the meaning set forth in SECTION 3.2.

         "PLAN" means the Third Amended and Restated 1997 Employee Stock
Purchase Plan of Dean Foods Company as the same may be amended from time to
time.

         "PLAN START DATE" means July 1, 1997.

         "RELATED CORPORATION" means any present or future corporation which
would be a "subsidiary corporation" or "parent corporation" of the Company as
such terms are defined in Section 424 of the Code.

         "RULE 16B-3" means Rule 16b-3 under the 1933 Act.

         "STOCK ACCOUNT" means, with respect to each Participant, the number of
shares of Common Stock credited under this Plan to the Participant's account.
Dividends with respect to shares of Common Stock credited to a Participant's
Stock Account shall be paid to the Participant and shall not be held in either
the Participant's Stock Account or Payroll Deduction Account.


                               III. PARTICIPATION

         3.1. ELIGIBLE EMPLOYEES. Subject to ARTICLE VIII, all Eligible
Employees as of the beginning of each Option Period may participate in the Plan
for such Option Period at their election.

         3.2. PARTICIPATION PROCEDURES. If an Eligible Employee does not
otherwise have an election to become a Participant in effect, each Eligible
Employee choosing to participate in the Plan (herein called a "Participant")
during an Option Period shall enroll as a Participant in the Plan by filing with
the Participant's Employer a completed enrollment form (authorized by the
Administrator) no later than 15 days prior to the beginning of any Option Period
(including the Initial Option Period).

         3.3. EMPLOYEE CONTRIBUTIONS. Subject to other limitations provided in
this Plan, a Participant may contribute under the Plan a minimum of one percent
(1%) and a maximum of fifteen percent (15%) of the Participant's Base
Compensation. Contributions may be made only through regular payroll deductions,
net of any tax or other withholdings.

         An enrollment form and payroll deduction authorization will remain
effective for each Option Period until terminated in writing by a Participant or
until the Participant is no longer



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eligible to participate in the Plan. The payroll deduction authorization may be
reduced or terminated at any time by the Participant's written request submitted
to the Participant's Employer; provided, however, that a Participant may not
recommence or increase payroll deductions until the beginning of the next Option
Period, nor may a Participant make more than one revision of the Participant's
payroll deduction authorization in any Option Period. Termination of deductions
shall constitute withdrawal from the Plan as set forth in Section 3.5 and
cancellation of any outstanding Options of the Participant. Reduction or
termination of deductions will become effective as soon as practicable after a
Participant's written request is received by the Participant's Employer.

         3.4. PARTICIPANT RESTRICTION. Notwithstanding any provisions of this
Plan to the contrary, no Participant will be granted an option under this Plan
which would permit the Participant's rights to purchase shares of stock under
all employee stock purchase plans of the Company and "parent corporations" and
"subsidiary corporations" (within the meaning of Section 424 of the Code) to
accrue at a rate which exceeds $25,000 of the Fair Market Value of such stock
(determined at the time each Option is "Granted" (within the meaning of Code
Section 423(b)(8)) for each calendar year during which any Option granted to
such Participant is outstanding at any time, as provided in Sections 423 and
424(d) of the Code.

         3.5. WITHDRAWAL FROM PLAN. A Participant may withdraw from the Plan
(thereby canceling all Options then in existence) at any time by giving written
notice to the Participant's Employer and to the Administrator. The Administrator
shall, as soon as practicable after receiving written notice of a Participant's
withdrawal from the Plan, cause to be delivered to the Participant a check
representing any funds held to the credit of the Participant's Payroll Deduction
Account. A Participant who has withdrawn from the Plan may thereafter reenter
the Plan by following the procedure described under Section 3.2, but not sooner
than the beginning of the next Option Period after the Participant has withdrawn
from participation.

         3.6. TERMINATION OF PARTICIPANT'S EMPLOYMENT. Upon termination of a
Participant's employment from the Dean Companies for any reason, including death
or disability, the Participant's Payroll Deduction Account in the Plan shall be
closed, and all existing Options held by the Participant shall be canceled. The
Administrator shall, as soon as practicable after termination of a Participant's
employment, cause to be delivered to the Participant or the Participant's estate
or the Participant's designated beneficiary as provided below, as applicable, a
check representing any funds held to the credit of the Participant's Payroll
Deduction Account. In the event of a Participant's death, the Participant's
Payroll Deduction Account shall be delivered and paid to the estate of such
Participant or to a beneficiary designated by the Participant in writing on a
form approved by the Administrator.

             IV. OPTIONS TO PURCHASE STOCK; MAXIMUM SHARES AVAILABLE

         4.1. MAXIMUM SHARES. The maximum number of shares which shall be issued
under the Plan, subject to adjustment upon changes in Common Stock under Article
VII, shall be 500,000 shares.



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         4.2. OFFERINGS. Subject to Article XIII, the Company shall make
consecutive offerings on the beginning of each Option Period to Participants to
purchase Common Stock as long as shares authorized remain available for
issuance. Each offering as of the beginning of each Option Period shall be the
total number of shares authorized under Section 4.1, less the number of shares
issued by purchases of Common Stock under Section 5.5 in prior Option Periods.

                    V. PURCHASE OF STOCK PURSUANT TO OPTIONS

         5.1. PAYROLL DEDUCTION ACCOUNTS. Each Dean Company will deduct from its
Participants' paychecks such amounts as have been authorized by the Participants
and, promptly after the end of each month, remit to the Administrator all
amounts so deducted during the month, together with a report showing each
Participant and the amounts allocable to the Payroll Deduction Account of each
Participant. The Administrator shall credit each Participant's Payroll Deduction
Account with the amount of such deposits, and shall reduce the Participant's
Payroll Deduction Account by the purchase price of all Common Stock purchased by
the Participant under this Plan and by any other withdrawals from the
Participant's Payroll Deduction Account. The Plan, through its Administrator,
shall purchase for the Stock Accounts of the Participants shares of Common Stock
with funds received under the Plan.

         5.2. STOCK ACCOUNTS. The Broker will open and maintain a Stock Account
in the name of each Participant to which will be credited all shares of Common
Stock purchased for the Participant's benefit. All shares held under the Plan
will be registered in the name of the Plan or the Broker, and will remain so
registered until the shares are delivered to the Participant. The Participant
shall have the right to sell all or any part of the shares held in the
Participant's Stock Account, pursuant to procedures established by the Broker.

         5.3. GRANT OF OPTIONS AND PURCHASE. Subject to ARTICLE VIII, each
person who is a Participant on the first day of an Option Period will as of the
first day of such Option Period be granted an Option for such period. Such
Option will be for the number of shares of Common Stock to be determined by
dividing (a) the balance in the Participant's Payroll Deduction Account on the
Option Exercise Date, by (b) the purchase price per share of Common Stock
determined under Section 5.4 below. The number of shares of Common Stock
receivable by each Participant upon exercise of an Option for an Option Period
shall be reduced, on a substantially proportionate basis, in the event that the
number of shares then available under the Plan is otherwise insufficient.

         5.4. PURCHASE PRICE. On Option Exercise Dates occurring prior to
January 1, 2001, the purchase price of each share of Common Stock purchased
pursuant to the exercise of an Option shall be .90 multiplied by the Fair Market
Value of the Common Stock on the last day of the Option Period. On Option
Exercise Dates occurring after January 1, 2001, the purchase price of each share
of Common Stock purchased pursuant to the exercise of an Option shall be 0.85
multiplied by the Fair Market Value of the Common Stock on the last day of the
Option Period.


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         5.5. EXERCISE OF OPTIONS. Each person who is a Participant in the Plan
on each Option Exercise Date will be deemed to have exercised on that Option
Exercise Date the Option granted to the Participant for that Option Period. Upon
such exercise, the balance of the Participant's Payroll Deduction Account shall
be applied to the purchase of the number of shares of Common Stock determined
under Section 5.3, and the amount of shares of Common Stock purchased shall be
credited to the Participant's Stock Account. In the event that the balance of
the Participant's Payroll Deduction Account following an Option Period is in
excess of the total purchase price of the shares of Common Stock so purchased,
the balance of the Payroll Deduction Account shall be returned to the
Participant.

         Notwithstanding anything herein to the contrary, the Company's
obligation to sell and deliver shares of Common Stock under the Plan is subject
to the approval required of any governmental authority in connection with the
authorization, issuance, sale or transfer of such shares, to any requirements of
the New York Stock Exchange or any national securities exchange applicable
thereto, and to compliance by the Company with other applicable legal
requirements in effect from time to time, including without limitation any
applicable tax withholding requirements.

         5.6. NO ASSIGNMENT OF PARTICIPANT'S INTEREST IN PLAN. A Participant may
not assign, sell, transfer, pledge, hypothecate or alienate any Options or other
interests in or rights under the Plan. Options under the Plan are exercisable by
a Participant during the Participant's lifetime only by the Participant. All
employees shall have the same rights and privileges under the Plan.

         5.7. VESTING. Each Participant will immediately acquire full ownership
of all shares of Common Stock at the time such shares are credited to the
Participant's Stock Account.

         5.8. DIVIDENDS, SPLITS AND DISTRIBUTIONS. Any stock dividends or stock
splits in respect of shares held in the Participant's Stock Account will be
credited to the Participant's account automatically. Any distributions to
holders of Common Stock or other securities or rights to subscribe for
additional shares of Common Stock will be handled in the same manner as a cash
dividend, unless the Participant instructs the Administrator to the contrary.

         5.9. VOTING RIGHTS. The Broker will deliver to each Participant as
promptly as practicable, by mail or otherwise, all notices of meetings, proxy
statements and other material distributed by the Company to its stockholders.
The full shares of Common Stock in each Participant's Stock Account will be
voted in accordance with the Participant's signed proxy instructions duly
delivered to the Broker or pursuant to any other method of voting available to
holders of Common Stock. There will be no charge to the Participant for the
Administrator's retention or delivery of stock certificates, or in connection
with notices, proxies or other such material.

         5.10. NO INTEREST TO BE PAID. No interest will be paid to or credited
to the Payroll Deduction Accounts or Stock Accounts of the Participants.



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                           VI. ADMINISTRATION OF PLAN

         6.1. THE ADMINISTRATOR AND THE COMMITTEE. To carry out the purposes of
the Plan, the Committee shall appoint an Administrator. The Administrator may be
any company or individual that the Committee deems qualified, including the
Company. The Administrator shall be responsible for the implementation of the
Plan, including allocation of funds to the Payroll Deduction Accounts and
distribution of purchased Common Stock to the Stock Accounts, and keeping
adequate and accurate records of such activities for the Participants.

         The Committee shall be entitled to adopt and apply guidelines and
procedures consistent with the purposes of the Plan. In order to effectuate the
purposes of the Plan, the Committee shall have the discretionary authority to
construe and interpret the Plan, to supply any omissions therein, to reconcile
and correct any errors or inconsistencies, to decide any questions in the
administration and application of the Plan, and to make equitable adjustments
for any mistakes or errors made in the administration of the Plan, and all such
actions or determinations made by the Committee, and the application of rules
and regulations to a particular case or issue by the Committee, in good faith,
shall not be subject to review by anyone, but shall be final, binding and
conclusive on all persons ever interested hereunder.

         6.2. BROKER. The Administrator may, in its discretion, with the consent
and approval of the Committee, appoint a Broker. The Broker may be any company
or individual that the Committee deems qualified; provided, however, that the
Broker shall be a licensed security dealer, broker, or agent authorized to make
purchases and sales of Common Stock.

         6.3. REPORTING TO PARTICIPANTS. The Broker will make available to each
Participant an accounting of the Participant's Stock Account.

                  VII. ADJUSTMENT UPON CHANGES IN COMMON STOCK

         7.1. CHANGES IN COMMON STOCK. If any change is made in the Common Stock
(through merger, consolidation, reorganization, recapitalization, stock
dividend, dividend in property other than cash, stock split, liquidating
dividend, combination of shares, exchange of shares, change in corporate
structure or otherwise), the Administrator will make appropriate adjustments in
the number of shares and price per share of Common Stock subject to the Plan or
to any Option granted under the Plan.

         7.2. DISSOLUTION; MERGER; CAPITAL REORGANIZATION; ETC. In the event of
(i) a dissolution or liquidation of the Company; (ii) a merger or consolidation
in which the Company is not the surviving corporation, or a reverse merger in
which the Company is the surviving corporation but the shares of Common Stock by
virtue of the merger are converted into other property, whether in the form of
securities, cash or otherwise; or (iii) any other capital reorganization in
which more than 50 percent of the shares of Common Stock entitled to vote are
exchanged, the Plan shall terminate, unless another corporation assumes the
responsibility of


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continuing the operation of the Plan or the Committee determines in its
discretion that the Plan shall nevertheless continue in full force and effect.
If the Committee elects to terminate the Plan, the Administrator shall send to
each Participant cash in an amount equal to the funds held to the credit of such
Participant's Payroll Deduction Account.

         7.3. COMPANY'S RIGHT TO RESTRUCTURE, ETC. The grant of any right to a
Participant pursuant to the Plan shall not affect in any way the right or power
of the Company to make adjustments, reclassifications, reorganizations or
changes of its capital or business structure or to merge or to consolidate or to
dissolve, liquidate or sell, or transfer all or any part of its business or
assets.

                      VIII. AMENDMENT; TERMINATION OF PLAN

         8.1. AMENDMENT. The Company, acting through the Committee, reserves the
right to amend or terminate the Plan at any time or times; provided, however,
any amendment that would require the consent of stockholders under applicable
law, rule or regulation (including, without limitation, the Code, the Exchange
Act or any self regulatory organization such as a national securities exchange),
will not be made unless such stockholders' consent is obtained.

         8.2. TERMINATION. In addition, the Plan shall terminate automatically
on the tenth anniversary of the Plan Start Date, or on any Option Exercise Date
when Participants become entitled to purchase a number of shares greater than
the number of reserved shares remaining available for purchase, subject to the
allocation of remaining shares pursuant to the last sentence of Section 5.3.
Upon termination of the Plan, all amounts held in the Payroll Deduction Accounts
shall, to the extent not used to purchase shares of Common Stock, be refunded to
the Participants entitled thereto.

                                IX. MISCELLANEOUS

         9.1. EXPENSES OF PLAN. No fees or commissions will be charged for the
purchase of Common Stock by Participants under the Plan. The Broker's brokerage
commissions incurred in connection with sales of Common Stock by Participants or
other transactions in Participants' Stock Accounts will be paid by the
Participants. If the Company is acting as Administrator, no expenses of
administration will be charged to the Participants.

         9.2. INDEMNIFICATION. In the event and to the extent not insured
against under any contract of insurance with an insurance company, the Company
shall indemnify and hold harmless each "Indemnified Person," as defined below,
against any and all claims, demands, suits, proceedings, losses, damages,
interest, penalties, expenses (specifically including, but not limited to,
counsel fees to the extent approved by the Board or otherwise provided by law,
court costs and other reasonable expenses of litigation), and liability of every
kind, including amounts paid in settlement, with the approval of the Board,
arising from any action or cause of action related to the Indemnified Person's
act or acts or failure to act. Such indemnity shall apply regardless of whether
such claims, demands, suits, proceedings, losses, damages, interest,



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penalties, expenses and liability arise in whole or in part from (a) the
negligence or other fault of the Indemnified Person, or (b) from the imposition
on such Indemnified Person of any civil penalties or excise taxes pursuant to
the Code or any other applicable laws; except when the same is judicially
determined to be due to gross negligence, fraud, recklessness, or willful or
intentional misconduct of such Indemnified Person. "Indemnified Person" shall
mean each member of the Board, the Administrator, each member of the Committee
and each other employee of any Dean Company who is allocated fiduciary
responsibility hereunder.

         9.3. NO CONTRACT OF EMPLOYMENT INTENDED. The granting of any rights to
an Eligible Employee under this Plan shall not constitute an agreement or
understanding, express or implied, on the part of any Dean Company, to employ
such Eligible Employee for any specified period.

         9.4. GOVERNING LAW. The construction, validity and operation of this
Plan shall be governed by the laws of the State of Delaware.

         9.5. SEVERABILITY OF PROVISIONS. If any provision of this Plan is
determined to be invalid, illegal or unenforceable, such invalidity, illegality
or unenforcability shall not affect the remaining provisions of this Plan, but
such invalid, illegal or unenforceable provisions shall be fully severable, and
the Plan shall be construed and enforced as if such provision had never been
inserted herein.

         9.6. NO LIABILITY OF THE COMPANY. Neither the Company, its directors,
officers or employees of the Committee, nor any Related Corporation which is in
existence or hereafter comes into existence, shall be liable to any Participant
or other person if it is determined for any reason by the Internal Revenue
Service or any court having jurisdiction that the Plan does not qualify under
Section 423 of the Code.

         The Company has caused this Plan to be adopted effective as of the Plan
Start Date.



Last Amended and
Restated: February 2002


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