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                                                                     EXHIBIT 4.1

                                    RESTATED

                          CERTIFICATE OF INCORPORATION

                                       OF

                               DEAN FOODS COMPANY


         Dean Foods Company, a corporation organized and existing under the laws
of the State of Delaware (the "Corporation"), hereby certifies as follows:

         1.       The date of filing of the Corporation's original Certificate
                  of Incorporation (the "Certificate of Incorporation") with the
                  Secretary of State was September 19, 1994, under the original
                  name of Suiza Foods Corporation.

         2.       On December 21, 2001, this Restated Certificate of
                  Incorporation was duly adopted by the directors of the
                  Corporation pursuant to Sections 141 and 245 of the General
                  Corporation Law of Delaware. This Restated Certificate of
                  Incorporation restates and integrates and does not further
                  amend the Certificate of Incorporation, as heretofore amended
                  and supplemented, and there is no discrepancy between the
                  provisions of the Certificate of Incorporation, as heretofore
                  amended and supplemented, and the provisions of this Amended
                  and Restated Certificate of Incorporation. The text of the
                  Certificate of Incorporation is hereby restated in its
                  entirety as follows:


                  [Remainder of page intentionally left blank]



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                                  ARTICLE I

              The name of the Corporation is Dean Foods Company.


                                   ARTICLE II

         The name of the Corporation's registered agent and the address of its
registered office in the State of Delaware is The Prentice-Hall Corporation
System, Inc., 2711 Centerville Road, Suite 400, New Castle County, Wilmington,
DE 19808.

                                   ARTICLE III

         The purpose of the Corporation is to engage in any lawful act or
activity for which corporations may be organized under the Delaware General
Corporation Law.


                                   ARTICLE IV

         A. The total number of shares of capital stock that the Corporation
shall have the authority to issue is 501,000,000, consisting of (a) 1,000,000
shares of Preferred Stock, $.01 par value per share, and (b) 500,000,000 shares
of Common Stock, $.01 par value per share.

         B.       DESIGNATIONS OF PREFERRED STOCK

                  1. Shares of Preferred Stock may be issued from time to time
in one or more series, each such series to have distinctive serial designations,
as shall hereafter be determined in the resolution or resolutions providing for
the issue of such series from time to time adopted by the Board of Directors
pursuant to the authority which is hereby vested in the Board of Directors.

                  2. Each series of Preferred Stock

                     (i) may have such number of shares;

                     (ii) may have such voting power, full or limited, or may be
without voting power;

                     (iii) may be subject to redemption at such time or times
and at such prices;

                     (iv) may be entitled to receive dividends (which may be
cumulative or noncumulative), payable in cash, securities or property, at such
rate or rates, on such conditions, and at such times, and payable in preference
to, or in such relation to, the dividends payable in any other class or classes
or series of stock;



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                     (v) may be made convertible into, or exchangeable for,
shares of any other class or classes or of any other series of the same or any
other class or classes of stock of the Corporation at such price or prices or at
such rates of exchange, and with such adjustments;

                     (vi) may be entitled to the benefit of a sinking fund or
purchase fund to be applied to the purchase or redemption of shares of such
series in such amount or amounts;

                     (vii) may be entitled to the benefit of conditions and
restrictions upon the creation of indebtedness of the Corporation or any
subsidiary, upon the issue of any additional stock (including additional shares
of such series or of any other series) and upon payment of dividends or the
making of other distributions on, and the purchase, redemption, or other
acquisition by the Corporation or any subsidiary, of any outstanding stock of
the Corporation, or of other affirmative or negative covenants;

                     (viii) may have certain rights in the event of voluntary or
involuntary liquidation, dissolution, or winding up of the Corporation, and
relative rights of priority of payment of shares of that series; and

                     (ix) may have such other relative, participating, optional
or other special rights and qualifications, limitations or restrictions thereof;
all as shall be stated in a resolution or resolutions providing for the issue of
such Preferred Stock. Except where otherwise set forth in the resolution or
resolutions adopted by the Board of Directors providing for the issue of any
series of Preferred Stock, the number of shares comprising such series may be
increased or decreased (but not below the number of shares then outstanding)
from time to time by action of the Board of Directors.

         C. SERIES A PREFERRED STOCK

         The Corporation, does hereby designate 11,691 shares of authorized but
unissued Preferred Stock as Series A Preferred Stock (the "Series A Preferred
Stock"), and does hereby fix the voting powers, preferences and relative
participation, optional, or other special rights and qualifications,
limitations, or restrictions thereof as follows:

            1. Stated Value. The Series A Preferred Stock shall have a stated
value of $320 per share.

            2. Dividends. The holders of Series A Preferred Stock, in preference
to the holders of the Common Stock, shall be entitled to receive, when, as and
if declared by the Board of Directors, out of funds legally available to
distribution to stockholders, cumulative dividends of $25.60 per share per
annum, and no more. Dividends shall accumulate and (if declared) be payable
semiannually on the first day of March and September in each year (each a
"Dividend Payment Date" or collectively, "Dividend Payment Dates"), commencing
March 1, 1998, except that if any Dividend Payment Date is not a business day in
Dallas, Texas, then such semi-annual dividend shall be payable on the next
succeeding business day and such next succeeding business day shall be the
Dividend Payment Date. Dividends on the shares of Series A Preferred Stock shall
accrue and be cumulative from the date of their original issue and (if declared)
will be



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payable on each Dividend Payment Date to stockholders of record on the record
date, which shall be not more than 45 days nor less than 10 days preceding such
Dividend Payment Date, fixed for such purpose by Board of Directors in advance
of such Dividend Payment Date. If no date is fixed by the Board of Directors,
the record date shall be 10 days preceding the Dividend Payment Date. The amount
of dividends payable on shares of Series A Preferred Stock for each full
semiannual dividend period shall be computed by dividing $25.60 by two.
Dividends payable on the Series A Preferred Stock for any period less than a
full semiannual period shall be computed on the basis of a 360-day year of
twelve 30-day months; provided, however, that the dividends payable on the
Series A Preferred Stock for the initial dividend period shall be $12.80.
Notwithstanding the foregoing, and except as provided below in Section 4 with
respect to certain redemptions, dividends on the Series A Preferred Stock do not
accrue until the applicable Dividend Payment Date, at which time they accrue in
full. Dividends paid on shares of Series A Preferred Stock in an amount less
than the total amount of the dividends at the time, accumulated and payable on
such shares shall be allocated pro rata on a share-by-share basis among all such
shares at the time outstanding. No interest shall be payable on any dividends
paid after the applicable Dividend Payment Date.

            So long as any shares of Series A Preferred Stock shall be
outstanding, no dividend shall be paid or declared, no funds shall be set aside
for payment of dividends, and no distribution shall be made on the Common Stock
or other Preferred Stock of the Corporation ranking junior to the Series A
Preferred Stock until all dividends accrued on the Series A Preferred Stock have
been paid for the current and all prior dividend periods.

            3. Liquidation Preference. Upon the liquidation, dissolution or
winding up of the affairs of the Corporation, whether voluntary or involuntary,
the holders of Series A Preferred Stock shall be entitled to receive in full out
of the assets of the Corporation available for distribution to stockholders,
including its capital, before any amount shall be paid to, or distributed among,
the holders of Common Stock or other Preferred Stock ranking junior to the
Series A Preferred Stock, the sum of $320 per share, plus all accrued and unpaid
dividends to the time of payment.

            4. Redemption.

            4.01 Option to Redeem. Outstanding shares of Series A Preferred
Stock may be redeemed, as a whole or in part, at the option of the Corporation
by vote of its Board of Directors at any time or from time to time, upon no less
than 30 or more than 120 days' notice. If less than all the outstanding shares
of the Series A Preferred Stock are to be redeemed, the shares to be redeemed
shall be determined by lot or pro rata, in the manner that the Board of
Directors prescribes. The redemption price for shares of the Series A Preferred
Stock shall be $320 per share plus accrued and unpaid dividends to the date
fixed for redemption. For purposes of redemptions made under this Section 4.01
only, pro rata dividends on any shares of Series A Preferred Stock to be
redeemed shall be deemed to accrue as of the date fixed for redemption upon
satisfaction of the requirements set forth in Section 4.03 below.

            4.02 Notice. Written notice of redemption shall be given to each
holder of record of the shares of Series A Preferred Stock to be redeemed, by
mailing a notice of




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redemption to the holder by first class mail, at the holder's address as it
shall appear on the stock record books of the Corporation, at least 30 days and
not more than 120 days before the date fixed for redemption. Each notice shall
specify the shares of stock to be redeemed, the redemption price, the date fixed
for redemption, the place for payment of the redemption price and for surrender
of the certificate representing the shares to be redeemed, and if less than the
total number of shares held by the holder are to be redeemed, the number of
shares of the holder to be redeemed.

            4.03 Set Aside of Redemption Funds. If notice of redemption shall
have been given as provided in Section 4.02 and if, on or before the date fixed
for redemption, the redemption price shall have been provided and set aside by
the Corporation (with a bank with trust powers or in a separate account of the
Corporation) for the pro rata benefit of the holders of the shares called for
redemption, then, from and after the date fixed for redemption, the shares of
Series A Preferred Stock called for redemption shall no longer be deemed
outstanding, the dividends on the shares shall cease to accumulate, and all
rights with respect to the shares shall cease and terminate, except only the
right of the holders of the shares to receive the redemption price of the shares
called for redemption, but without interest. The Board of Directors may
designate a bank with trust powers as a depositary of the funds to be used for
redemption of the shares and as agent of the Corporation for the giving of the
notices of redemption, the receipt of the shares called for redemption and the
payment of the redemption price, the acts of the designated agent on behalf of
the Corporation to be as effective and to have the same results as if the acts
were done by the Corporation.

            Any monies deposited by the Corporation with a designated bank and
unclaimed at the end of six years from the date fixed for redemption shall be
repaid to the Corporation upon its request, after which repayment the holders of
the shares called for redemption shall look only to the Corporation for the
payment of those monies.

            4.04 No Sinking Fund. The Corporation shall not be obligated to make
payments into or to maintain any sinking fund for the Series A Preferred Stock.

            5. Voting. Each share of Series A Preferred Stock shall have one
vote on all matters upon which holders of Common Stock are entitled to vote.
Shares of Series A Preferred Stock and shares of Common Stock shall be treated
as one class or series of shares for all voting purposes except to the extent a
class or series vote is provided by law.

            6. Preemptive Rights. No holders of any shares of Series A Preferred
Stock, as such, shall have any preemptive or preferential right to subscribe for
or purchase any shares of any class or series of capital stock of the
Corporation, now or later authorized, or any securities convertible into, or
carrying options or warrants to purchase, shares of any class or series, now or
later authorized, whether issued for cash, property, services, by way of
dividends or otherwise.

            7. Limitations. In addition to other rights as may be provided under
applicable law, without the affirmative vote of the holders of a majority of the
outstanding Series A Preferred Stock, the Corporation may not authorize or
create any class or series of stock ranking prior to the Series A Preferred
Stock with respect to dividends or the distribution of assets in liquidation.





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                                    ARTICLE V

         In furtherance and not limitation of the powers conferred by the laws
of the State of Delaware, the Board of Directors is expressly authorized to
alter, amend, or repeal the bylaws of the Corporation or to adopt new bylaws.


                                   ARTICLE VI

         Cumulative voting for the election of directors shall not be permitted.


                                   ARTICLE VII

         No stockholder of the Corporation shall by reason of his holding shares
of any class of its capital stock have any preemptive or preferential right to
purchase or subscribe for any shares of any class of the Corporation, now or
hereafter to be authorized, or any notes, debentures, bonds or other securities
convertible into or carrying warrants, rights, or options to purchase shares of
any class or any other security, now or hereafter to be authorized, whether or
not the issuance of any such shares or such notes, debentures, bonds, or other
securities would adversely affect the dividend, voting, or any other rights of
such stockholder; and the Board of Directors may issue shares of any class of
the Corporation, or any notes, debentures, bonds, or other securities
convertible into or carrying warrants, rights, or options to purchase shares of
any class, without offering any such shares of any class, either in whole or in
part, to the existing holders of any class of stock of the Corporation.


                                  ARTICLE VIII

         A. The number of directors constituting the initial Board of Directors
is three and thereafter the number of directors shall be as set forth in, or
pursuant to the Bylaws of, the Corporation. The Board of Directors shall be
divided into three classes, designated Classes I, II and III, which shall be as
nearly equal in number as possible. Initially, directors of Class I shall be
elected to hold office for a term expiring at the next succeeding annual meeting
of stockholders, directors of Class II shall be elected to hold office for a
term expiring at the second succeeding annual meeting of stockholders and
directors of Class III shall be elected to hold office for a term expiring at
the third succeeding annual meeting of stockholders. At each annual meeting of
stockholders following such initial classification and election, the respective
successors of each class shall be elected for three year terms.

         B. Subject to the rights, if any, of the holders of shares of Preferred
Stock then outstanding to elect or remove directors, any or all of the directors
of the Corporation may be



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removed at any time, but only for cause and only by the affirmative vote of a
majority of the stockholders then entitled to vote in the election of directors.
For this purpose, "cause" means (i) the director's commission of an act of fraud
or embezzlement against the Corporation; (ii) conviction of the director of a
felony or a crime involving moral turpitude; (iii) the director's gross
negligence or willful misconduct in performing the director's duties to the
Corporation or its stockholders; or (iv) a director's breach of fiduciary duty
owed to the Corporation.


                                   ARTICLE IX

         Special meetings of the stockholders of the Corporation for any purpose
or purposes may be called at any time by the chief executive officer of the
Corporation or by a majority of the members of the Board of Directors. Special
meetings of the stockholders of the Corporation may not be called by any other
person or persons.


                                    ARTICLE X

         A director of the Corporation shall not be personally liable to the
Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except for liability (i) for any breach of the director's
duty of loyalty to the Corporation or its stockholders, (ii) for acts or
omissions not in good faith or that involve intentional misconduct or a knowing
violation of law, (iii) under Section 174 of the Delaware General Corporation
Law, or (iv) for any transaction from which the director derived any improper
personal benefit. If the Delaware Corporation Law is amended after the filing of
this Certificate of Incorporation to authorize corporate action further
eliminating or limiting the personal liability of directors, then the liability
of a director of the Corporation shall be eliminated or limited to the fullest
extent permitted by the Delaware General Corporation Law, as so amended.

         Any repeal or modification of the foregoing paragraph by the
stockholders of the Corporation shall not adversely affect any right or
protection of a director of the Corporation existing at the time of such repeal
or modification.


                                   ARTICLE XI

         A. RIGHT TO INDEMNIFICATION. Each person who was or is made a party or
is threatened to be made a party to or is otherwise involved in any action, suit
or proceeding, whether civil, criminal, administrative, or investigative
(hereinafter a "proceeding"), by reason of the fact that he or she, or a person
of whom he or she is the legal representative, is or was a director or officer
of the Corporation or is or was serving at the request of the Corporation as a
director or officer of another corporation or of a partnership, joint venture,
trust, or other enterprise, including service with respect to an employee
benefit plan (hereinafter an "indemnitee"), whether the basis of such proceeding
is alleged action in an official capacity as a director or officer or in any
other capacity while serving as a director or officer shall be indemnified and
held harmless by the corporation to the fullest extent authorized by the




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Delaware General Corporation Law, as the same exists or may hereafter be amended
(but, in the case of any such amendment, only to the extent that such amendment
permits the Corporation to provide broader indemnification rights than permitted
prior thereto), against all expense, liability and loss (including, without
limitation, attorneys' fees, judgments, fines, ERISA excise taxes or penalties,
and amounts paid or to be paid in settlement) reasonably incurred or suffered by
such indemnitee in connection therewith and such indemnification shall continue
as to an indemnitee who has ceased to be a director or officer and shall inure
to the benefit of the indemnitee's heirs, executors, and administrators;
PROVIDED, HOWEVER, that, except as provided in paragraph (b) hereof with respect
to proceedings to enforce rights to indemnification, the Corporation shall
indemnify any such indemnitee in connection with a proceeding (or part thereof)
initiated by such indemnitee only if such proceeding (or part thereof) was
authorized by the board of directors of the Corporation. The right to
indemnification conferred in this Article XII shall be a contract right and
shall include the right to be paid by the Corporation the expenses incurred in
defending any such proceeding in advance of its final disposition (hereinafter
an "advancement of expenses"); PROVIDED, HOWEVER, that, if the Delaware General
Corporation Law requires, an advancement of expenses incurred by an indemnitee
in his or her capacity as a director or officer (and not in any other capacity
in which service was or is rendered by such indemnitee, including, without
limitation, service to an employee benefit plan) shall be made only upon
delivery to the Corporation of an undertaking (hereinafter an "undertaking"), by
or on behalf of such indemnitee, to repay all amounts so advanced if it shall
ultimately be determined by final judicial decision from which there is no
further right to appeal (hereinafter a "final adjudication") that such
indemnitee is not entitled to be indemnified for such expenses under this
Article or otherwise.

         B. RIGHT OF INDEMNITEE TO BRING SUIT. If a claim under paragraph A of
this Article is not paid in full by the Corporation within sixty days after a
written claim has been received by the Corporation (except in the case of a
claim for an advancement of expenses, in which case the applicable period shall
be twenty days), the indemnitee may at any time thereafter bring suit against
the Corporation to recover the unpaid amount of the claim. If successful in
whole or in part in any such suit, the indemnitee shall be entitled to be paid
also the expense of prosecuting or defending such suit. In any suit brought by
the indemnitee to enforce a right to indemnification hereunder (but not in a
suit brought by the indemnitee to enforce a right to an advancement of expenses)
it shall be a defense that the indemnitee has not met the applicable standard of
conduct set forth in the Delaware General Corporation Law, and in any suit by
the Corporation to recover an advancement of expenses pursuant to the terms of
an undertaking, the Corporation shall be entitled to recover such expenses upon
a final adjudication that the indemnitee has not met the applicable standard of
conduct set forth in the Delaware General Corporation Law. Neither the failure
of the Corporation (including its Board of Directors, independent legal counsel,
or its stockholders) to have made a determination prior to the commencement of
such suit that the indemnitee has not met the applicable standard of conduct set
forth in the Delaware General Corporation Law, nor an actual determination by
the Corporation (including its Board of Directors, independent legal counsel, or
its stockholders) that the indemnitee has not met such applicable standard of
conduct, shall create a presumption that the indemnitee has not met the
applicable standard of conduct or, in the case of such a suit brought by the
indemnitee, be a defense to such suit. In any suit brought by the indemnitee to
enforce a right to indemnification or to an advancement of expenses hereunder or
by the



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Corporation to recover an advancement of expenses pursuant to the terms of an
undertaking, the burden of proving that the indemnitee is not entitled to be
indemnified or to such advancement of expenses under this Article or otherwise
shall be on the Corporation.

            C. NON-EXCLUSIVITY OF RIGHTS. The rights to indemnification and to
the advancement of expenses conferred in this Article XII shall not be exclusive
of any other right that any person may have or hereafter acquire under this
Certificate of Incorporation or any bylaw, agreement, vote of stockholders or
disinterested directors, or otherwise.

            D. INSURANCE. The Corporation may maintain insurance, at its
expense, to protect itself and any director or officer of the Corporation or
another corporation, partnership, joint venture, trust, or other enterprise
against any expense, liability, or loss, whether or not the Corporation would
have the power to indemnify such person against such expense, liability, or loss
under the Delaware General Corporation Law.

            E. INDEMNITY OF EMPLOYEES AND AGENTS OF THE CORPORATION. The
Corporation may, to the extent authorized from time to time by the Board of
Directors, grant rights to indemnification and to the advancement of expenses to
any employee or agent of the Corporation to the fullest extent of the provisions
of this Article XII with respect to the indemnification and advancement of
expenses of directors and officers of the Corporation.




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         IN WITNESS WHEREOF, the undersigned officer of the Corporation hereby
certifies that the facts herein stated are true, and accordingly has signed this
instrument this 21st day of December, 2001.



                                          /s/ Michelle P. Goolsby
                                          --------------------------------------
                                          Michelle P. Goolsby
                                          Executive Vice President and Secretary




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