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


                                   FORM 10-Q/A

 (MARK ONE)
     [X]     QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                      SECURITIES AND EXCHANGE ACT OF 1934

                  FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2002

                                       OR

     [ ]    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934

                        FOR THE TRANSITION PERIOD FROM TO

                        COMMISSION FILE NUMBER 001-12755


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

                                [DEAN FOODS LOGO]

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

         DELAWARE                                                75-2559681
(State or other jurisdiction of                               (I.R.S. employer
incorporation or organization)                               identification no.)

                        2515 MCKINNEY AVENUE, SUITE 1200
                               DALLAS, TEXAS 75201
                                 (214) 303-3400
          (Address, including zip code, and telephone number, including
          area code, of the registrant's principal executive offices)

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

         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 [ ]

         As of August 9, 2002 the number of shares outstanding of each class of
common stock was:

                    Common Stock, par value $.01   90,434,356

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                                EXPLANATORY NOTE

        This Amendment is being filed to correct certain typographical errors
in Exhibit 11.

                                   SIGNATURES

         Pursuant to the requirement 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

                                     /s/ Barry A. Fromberg
                                     -------------------------------------------
                                     Barry A. Fromberg Executive Vice President,
                                     Chief Financial Officer (Principal
                                     Accounting Officer)

Date:  August 16, 2002

                                       44

                                EXHIBIT INDEX





EXHIBIT NO.             DESCRIPTION
               
   11             Statement re computation of per share earnings.