<PAGE>   1
                                        NUMBER OF PAGES:  21 
                                        PAGE WHERE EXHIBIT INDEX IS LOCATED:  10

    As filed with the Securities and Exchange Commission on July 25, 1996

                                                Registration No. 33- 
================================================================================

                      SECURITIES AND EXCHANGE COMMISSION
                              Washington, D.C. 20549

                               _______________

                                   FORM S-8
                            REGISTRATION STATEMENT
                       UNDER THE SECURITIES ACT OF 1933
                               _______________

                              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)

                  DEAN FOODS COMPANY 1989 STOCK AWARDS PLAN
                  -----------------------------------------
                           (Full title of the Plan)

                              Eric A. Blanchard
                              Dean Foods Company
                              3600 N. River Road
                        Franklin Park, Illinois  60131
                   ---------------------------------------
                   (Name and address of agent for service)
                                 847/678-1680
         Telephone number, including area code, of agent for service
         -----------------------------------------------------------
                               _______________

                       CALCULATION OF REGISTRATION FEE

================================================================================
                                Proposed        Proposed 
 Title of        Amount          maximum         maximum          Amount
Securities       to be          offering        aggregate           of
  to be         registered      price per       offering        registration
registered       (1) (2)        share (3)       price (3)           fee 
- --------------------------------------------------------------------------------
 Common Stock, 
  Par Value     $1,400,000 shs. $22.875        $32,025,000       $11,044
 $1 Per Share 
================================================================================

(1) This amount represents the number of shares issuable pursuant to the
    Plan in addition to the 1,800,000 shares (after giving effect to Plan
    antidilution provisions) registered on Registration Statement No. 33-33775
    (filing fee of $9,750).
(2) Pursuant to Rule 416(a), this Registration Statement shall be deemed
    to cover any additional shares of Common Stock issuable pursuant to the
    antidilution provisions of the Plan.  
(3) Pursuant to Rule 457(h), estimated solely for the purpose of computing
    the registration fee, on the basis of the average of the high and low
    prices of Common Stock on July 22, 1996 as set forth in the New York Stock
    Exchange--Composite Transactions.

 The Section 10(a) Prospectus Under This Registration Statement Is A Combined
    Prospectus Which Also Relates To Registration Statement No. 33-33775.

                                       1



<PAGE>   2

INCORPORATION BY REFERENCE OF EARLIER FORM S-8 REGISTRATION  STATEMENT

     Dean Foods Company ("Registrant" or the "Company"), has earlier filed a
registration statement on Form S-8 (Registration No. 33-33775) relating to the
Dean Foods Company 1989 Stock Awards Plan (the "Earlier Registration
Statement").  This Registration Statement registers additional shares for
offering pursuant to such Plan.  Subject to the final paragraph of Item 3 of
Part II of this Registration Statement, the contents of the Earlier
Registration Statement are incorporated herein by reference.

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     The information specified in Part I of Form S-8 is contained in documents
sent or given to award holders as specified by Rule 428(b)(1) under the
Securities Act of 1933.  Such documents and the documents incorporated by
reference pursuant to Item 3 of Part II of this Registration Statement, taken
together, constitute the Section 10(a) prospectus.

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     The following documents filed by the Company with the Securities and
Exchange Commission are incorporated, as of their respective dates, in this
Registration Statement by reference:

                 (a) The Company's Annual Report on Form 10-K for the fiscal
            year ended May 28, 1995.

                 (b) All other reports filed by the Company pursuant to Section
            13(a) or 15(d) of the Securities Exchange Act of 1934 since May 28,
            1995.

                 (c) The description of the Common Stock contained in the
            Registration Statement of the Company on Form 8-A dated  November
            18, 1981, including any amendment or report filed for the purpose
            of updating such description.

In addition, all documents filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, subsequent to the
date of this Registration Statement and prior to the filing of a post-effective
amendment to this Registration Statement which indicates that all securities
offered have been sold or which deregisters all securities then remaining


                                      2
<PAGE>   3
unsold, shall be deemed to be incorporated by reference herein and to be a part
hereof from the date of filing of such documents.

     Any statement contained in this Registration Statement or in a document
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in the original Section 10(a) prospectus (as regards any
statement in any previously filed document incorporated by reference herein),
or a statement in any subsequently filed document that is also incorporated by
reference herein or a statement in any subsequent Section 10(a) prospectus,
modifies or supersedes such statement.  Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.

Item 4.  Description of Securities.

             Not applicable.

Item 5.  Interests of Named Experts and Counsel.

             Not applicable.

Item 6.  Indemnification of Directors, Officers and Controlling Persons.

     Under certain provisions of the Delaware General Corporation Law, the
Company has the power to indemnify any  person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, by reason of the fact that he or she is or was a director,
officer, employee or agent of the Company, or is or was serving at the request
of the Company as a director, officer, employee or agent of another corporation
or other enterprise, against expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement reasonably incurred by him or her in
connection with such action, suit or proceeding; except that under such
provisions indemnification relating to a derivative action or suit is limited
to expenses reasonably incurred in connection with the defense or settlement
thereof.  To be eligible for indemnification under such provisions as to a
particular action, suit or proceeding (or claim, issue or matter therein), a
director, officer, employee or agent must either be successful in his or her
defense thereof (in which event indemnification against related expenses is
mandatory) or must meet certain statutory standards (generally, that he or she
acted in good faith and in a manner he or she reasonably believed to be in or
not opposed to the best interests of the Company, and, with respect to any
criminal action or proceeding, that he or she had no reasonable cause to
believe his or her conduct was unlawful).  The indemnification provided by such
provisions does not exclude any other rights to which a person seeking
indemnification may otherwise be entitled.

     Article Twelfth of the Company's Certificate of Incorporation provides
that each person who was or is a party or is threatened to be made a party to
or is involved in any action, suit or proceeding, by reason of the fact that he
or she (i) is or was or has agreed to become a director or officer of the
Company or (ii) is or was serving or has agreed to serve (at or during 


                                       3



<PAGE>   4
such time as he or she is or was a director or officer of the Company) as an
employee, agent or fiduciary of the Company or, at the request of the Company,
as a director, officer, employee, agent or fiduciary of another corporation,
partnership, joint venture, trust or other enterprise or entity, or by reason
of any action alleged to have been taken or omitted by him or her in any such
capacity, shall be indemnified and held harmless by the Company to the fullest
extent permitted by Delaware law, as the same existed on October 19, 1987 or
may thereafter be amended (but, in the case of any such amendment, only to the
extent that such amendment permits the Company to provide broader
indemnification rights than said law permitted the Company to provide prior to
such amendment), against all expense (including attorneys' fees and amounts
expended in seeking indemnification granted to him or her under applicable law,
such Article, the Company's By-laws or any agreement with the Company) and, in
each case other than an action by or in the right of the Company, all liability
and loss (including judgments, fines and amounts paid or to be paid in
settlement), actually and reasonably incurred or suffered by him or her in
connection with such action, suit or proceeding and any appeal thereof, if in
each case he or she acted in good faith and in a manner he or she reasonably
believed to be in or not opposed to the best interests of the Company, and,
with respect to any criminal action, suit or proceeding, had no reasonable
cause to believe his or her conduct was unlawful; except that, in the case of
an action or suit by or in the right of the Company, no indemnification shall
be made in respect of any claim, issue or matter as to which he or she shall
have been adjudged to be liable to the Company unless and only to the extent
that the Court of Chancery of Delaware or the court in which such action or
suit was brought shall determine upon application that, despite the
adjudication of liability but in view of all the circumstances of the case, he
or she is fairly and reasonably entitled to indemnification for such expenses
which the Court of Chancery of Delaware or such other court shall deem proper. 
Article Twelfth provides that such indemnification shall continue as to any
such person who has ceased to be a director or officer of the Company and
shall inure to the benefit of his or her heirs, executors and administrators.

     Any indemnification under Article Twelfth (other than (i) indemnification
for expenses actually and reasonably incurred in connection with the successful
defense of any action, suit or proceeding, appeal thereof or claim, issue or
matter therein, which is mandatory, and (ii) the advance of expenses, which is
mandatory if the Company receives an undertaking to repay such advance if it
shall ultimately be determined that the indemnified person is not entitled to
be indemnified by the Company) shall, unless ordered by a court, be made by the
Company only as authorized in the specific case upon a determination, made as
provided in Article Twelfth, that indemnification is proper in the
circumstances because the indemnified director or officer has met the
applicable standard of conduct.

     Article Twelfth provides that the rights conferred thereunder shall not be
exclusive of any other right which the indemnified director or officer may have
had at October 19, 1987 or thereafter acquire under any law, provision of the
Company's Certificate of Incorporation or by-laws, agreement, vote of
stockholders or disinterested directors or otherwise, and further provides that
the Board of Directors is authorized to enter into a contract with any director
or officer of the Company providing for indemnification rights equivalent to
or, if the Board of Directors so determines, greater than those provided for in
Article Twelfth.


                                       4



<PAGE>   5
     The Company's by-laws include provisions substantially identical to those
of Article Twelfth.

     Pursuant to the authorization in Article Twelfth, and as authorized by the
stockholders of the Company, the Company has entered into indemnification
agreements with all of its directors and elected officers.  Such agreements
provide for and define more particularly the indemnification contemplated by
Article Twelfth (including mandatory advance of expenses), also provide for
indemnification against all liability or loss actually and reasonably incurred
in connection with actions by or in the right of the Company, and require the
Company to maintain (or to provide indemnification to the full extent of the
coverage which would otherwise have been provided by) directors' and officers'
liability insurance in the amount of $25,000,000; except that the agreements
exclude any obligation to make any indemnity payment or advance of expenses in
connection with any proceeding to the extent that there has been a final
adjudication by a court of competent jurisdiction that the indemnified director
or officer derived an improper personal benefit or otherwise breached his or
her duty of loyalty to the Company or its stockholders or to the extent that
there has been a final adjudication by a court of competent jurisdiction that
he or she committed acts or omissions other than in good faith or which
involved intentional misconduct or knowing violation of law.  The agreements
effectively place on the Company the burden of proving that an indemnified
director or officer is not entitled to indemnification, and specify the manner
in which any necessary determinations of entitlement to indemnification are to
be made, including any determinations after any Change in Control (as defined
in the agreements).

     The agreements provide that no proceeding shall be brought and no cause of
action shall be asserted by the Company or any subsidiary or by any stockholder
on behalf of the Company or any subsidiary against the indemnified director or
officer, his or her spouse, heirs, estate, executors or administrators after
the expiration of one year from the act or omission upon which such proceeding
is based (or, in the event that the indemnified director or officer has
fraudulently concealed the facts underlying such cause of action, after the
expiration of one year from the earlier of (i) the date the Company or any
subsidiary of the Company discovers such facts, or (ii) the date the Company or
any subsidiary of the Company could have discovered such facts by the exercise
of reasonable diligence); and that any claim or cause of action of the Company
or any subsidiary of the Company, including claims predicated upon the
negligent act or omission of the indemnified director or officer, shall be
extinguished and deemed released unless asserted by filing of a legal action
within such period; except that such limitation and release shall not apply to
any cause of action which had accrued on the date of an agreement and of which
the indemnified director or officer was aware on such date but as to which the
Company had no actual knowledge apart from his or her knowledge.

     The agreements provide that the provisions for indemnification and
advancement of expenses set forth therein shall not be deemed exclusive of any
other rights which the indemnified director or officer may have under any
provision of law, the Company's Certificate of Incorporation or By-laws, the
vote of the Company's stockholders or disinterested directors, other
agreements, or otherwise, both as to action in his or her official capacity and
to action in another capacity while occupying his or her position as an agent
of the Company, and that the 

                                       5



<PAGE>   6
indemnified director or officer's rights thereunder shall continue after he or
she has ceased acting as an agent of the Company and shall inure to the
benefit of his or her heirs, executors and administrators.

     The Company maintains a policy of liability insurance which, subject to
various exclusions and deductibles, covers its directors and officers (and the
Company's indemnification obligations to them), to the extent of $50,000,000
each policy year, for damages, judgments, settlements, costs and other amounts
payable by them for claims made against them for any actual or alleged error or
misstatement or misleading statement or act or omission or neglect or breach of
duty, or any other matter claimed against them solely by reason of being
directors or officers of the Company.

     Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers or persons controlling the
Company pursuant to the foregoing provisions, the Company has been informed
that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is
therefore unenforceable.

Item 7.  Exemption from Registration Claimed.

                 Not applicable.

Item 8.  Exhibits.

                 The Exhibits filed herewith are specified on the Index to 
Exhibits at page 10 hereof.

Item 9.  Undertakings.

                 The undersigned registrant hereby undertakes:


                 (1) To file, during any period in which offers or sales are 
being made, a post-effective amendment to this registration statement:
                 
                        (i)  To include any prospectus required by Section
                 10(a)(3) of the Securities Act of 1933;
                 
                        (ii)  To reflect in the prospectus any facts or events
                 arising after the effective date of the registration statement
                 (or the most recent post-effective amendment thereof) which,
                 individually or in the aggregate, represent a fundamental
                 change in the information set forth in the registration
                 statement;
                 
                        (iii)  To include any material information with respect
                 to the plan of distribution not previously disclosed in the
                 registration statement or any material change to such
                 information in the registration statement;
                 

                                       6



<PAGE>   7
Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
registration statement is on Form S-3 or Form S-8, and the information required
to be included in a post-effective amendment by those paragraphs is contained
in periodic reports filed by the registrant pursuant to Section 13 or Section
15(d) of the Securities Exchange Act of 1934 that are incorporated by reference
in the registration statement.

     (2)  That, for the purposes of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.

     (3)  To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination
of the offering.

     (4)  If the registrant is a foreign private issuer, to file a
post-effective amendment to the registration statement to include any financial
statements required by Rule 3-19 of Regulation S-X at the start of any delayed
offering or throughout a continuous offering.

     The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act
of 1934) that is incorporated by reference in the registration statement shall
be deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

     Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Act and is, therefore, unenforceable.  In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.





                                       7



<PAGE>   8


                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Franklin Park, State of Illinois, on July 25, 1996.

                                                     DEAN FOODS COMPANY        
                                                                               
                                                                               
                                                     By: /s/ Howard M. Dean    
                                                         ---------------------
                                                     Howard M. Dean            
                                                     Chairman of the Board and 
                                                     Chief Executive Officer   


     Each person whose signature appears below hereby authorizes Howard M.
Dean, Thomas L. Rose and Thomas A Ravencroft or any of them, with full power of
substitution, to execute in his or her name and on his or her behalf, and to
file, any amendments (including, without limitation, post-effective amendments)
to this registration statement necessary or advisable in the opinion of any of
them to enable the registrant to comply with the Securities Act of 1933, as
amended, and any rules, regulations and requirements of the Securities and
Exchange Commission thereunder in respect thereof, which amendments may make
such other changes in this registration statement as any of them deems
advisable.

     Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on the 25th day of July, 1996.


/s/ Howard M. Dean                            /s/ Edward A. Brennan
- ------------------                            ---------------------
Howard M. Dean, Chairman of the Board         Edward A. Brennan, Director
and Chief Executive Officer and Director

/s/ Thomas L. Rose                            /s/ Lewis M. Collens
- ------------------                            --------------------      
Thomas L. Rose, President and                 Lewis M. Collens, Director
Chief Operating Officer and Director          

/s/ William R. McManaman                      /s/ Paula Hannaway Crown      
- ------------------------                      ------------------------
William R. McManaman, Vice President -        Paula Hannaway Crown, Director
Finance (Principal Financial Officer)         

                                       8

<PAGE>   9
/s/ Dale I. Hecox                             /s/ John P. Frazee, Jr.          
- -----------------                             -----------------------
Dale I. Hecox, Treasurer (Principal           John P. Frazee, Jr., Director    
Accounting Officer)                           

/s/ Bert A. Getz                              /s/ Andrew J. McKenna            
- ----------------                              ---------------------
Bert A. Getz, Director                        Andrew J. McKenna, Director      
                                              
/s/ John S. Llewellyn, Jr.                    /s/ Thomas A. Ravencroft         
- --------------------------                    ------------------------
John S. Llewellyn, Jr., Director              Thomas A. Ravencroft, Senior Vice
                                              President and Director           

                                              /s/ Alexander J. Vogl            
- ----------------------------------            ---------------------
Richard P. Mayer, Director                    Alexander J. Vogl, Director


                                       9

<PAGE>   10

                              INDEX TO EXHIBITS



                                                                   Sequentially
Exhibit                                                              Numbered  
Number                                                                Pages    
- ------                                                                -----    

4.4      Dean Foods Company 1989 Stock Awards Plan                             
         as amended July 22, 1994....................................   11     
                                                                               
5        Opinion of Eric A. Blanchard................................   20     
                                                                               
23.1     Consent of Eric A. Blanchard                                          
         (included in Exhibit 5).....................................   20     
                                                                               
23.2     Consent of Price Waterhouse.................................   21     
                                                                               
24       Powers of Attorney                                                    
         (included on the Signatures pages hereof)...................    8     
        


                                       10
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 28143}]
{"company-data": {"conformed-name": "DEAN FOODS CO", "cik": "0000027500", "assigned-sic": "2020", "irs-number": "360984820", "state-of-incorporation": "DE", "fiscal-year-end": "0527"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-08817", "film-number": "96598923"}, "business-address": {"street1": "3600 N RIVER RD", "city": "FRANKLIN PARK", "state": "IL", "zip": "60131", "phone": "7086781680"}, "mail-address": {"street1": "3600 N RIVER RD", "city": "FRANKLIN PARK", "state": "IL", "zip": "60131"}}
1
                                        NUMBER OF PAGES:  21 
                                        PAGE WHERE EXHIBIT INDEX IS LOCATED:  10

    As filed with the Securities and Exchange Commission on July 25, 1996

                                                Registration No. 33- 
================================================================================

                      SECURITIES AND EXCHANGE COMMISSION
                              Washington, D.C. 20549

                               _______________

                                   FORM S-8
                            REGISTRATION STATEMENT
                       UNDER THE SECURITIES ACT OF 1933
                               _______________

                              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)

                  DEAN FOODS COMPANY 1989 STOCK AWARDS PLAN
                  -----------------------------------------
                           (Full title of the Plan)

                              Eric A. Blanchard
                              Dean Foods Company
                              3600 N. River Road
                        Franklin Park, Illinois  60131
                   ---------------------------------------
                   (Name and address of agent for service)
                                 847/678-1680
         Telephone number, including area code, of agent for service
         -----------------------------------------------------------
                               _______________

                       CALCULATION OF REGISTRATION FEE

================================================================================
                                Proposed        Proposed 
 Title of        Amount          maximum         maximum          Amount
Securities       to be          offering        aggregate           of
  to be         registered      price per       offering        registration
registered       (1) (2)        share (3)       price (3)           fee 
- --------------------------------------------------------------------------------
 Common Stock, 
  Par Value     $1,400,000 shs. $22.875        $32,025,000       $11,044
 $1 Per Share 
================================================================================

(1) This amount represents the number of shares issuable pursuant to the
    Plan in addition to the 1,800,000 shares (after giving effect to Plan
    antidilution provisions) registered on Registration Statement No. 33-33775
    (filing fee of $9,750).
(2) Pursuant to Rule 416(a), this Registration Statement shall be deemed
    to cover any additional shares of Common Stock issuable pursuant to the
    antidilution provisions of the Plan.  
(3) Pursuant to Rule 457(h), estimated solely for the purpose of computing
    the registration fee, on the basis of the average of the high and low
    prices of Common Stock on July 22, 1996 as set forth in the New York Stock
    Exchange--Composite Transactions.

 The Section 10(a) Prospectus Under This Registration Statement Is A Combined
    Prospectus Which Also Relates To Registration Statement No. 33-33775.

                                       1
2

INCORPORATION BY REFERENCE OF EARLIER FORM S-8 REGISTRATION  STATEMENT

     Dean Foods Company ("Registrant" or the "Company"), has earlier filed a
registration statement on Form S-8 (Registration No. 33-33775) relating to the
Dean Foods Company 1989 Stock Awards Plan (the "Earlier Registration
Statement").  This Registration Statement registers additional shares for
offering pursuant to such Plan.  Subject to the final paragraph of Item 3 of
Part II of this Registration Statement, the contents of the Earlier
Registration Statement are incorporated herein by reference.

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     The information specified in Part I of Form S-8 is contained in documents
sent or given to award holders as specified by Rule 428(b)(1) under the
Securities Act of 1933.  Such documents and the documents incorporated by
reference pursuant to Item 3 of Part II of this Registration Statement, taken
together, constitute the Section 10(a) prospectus.

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     The following documents filed by the Company with the Securities and
Exchange Commission are incorporated, as of their respective dates, in this
Registration Statement by reference:

                 (a) The Company's Annual Report on Form 10-K for the fiscal
            year ended May 28, 1995.

                 (b) All other reports filed by the Company pursuant to Section
            13(a) or 15(d) of the Securities Exchange Act of 1934 since May 28,
            1995.

                 (c) The description of the Common Stock contained in the
            Registration Statement of the Company on Form 8-A dated  November
            18, 1981, including any amendment or report filed for the purpose
            of updating such description.

In addition, all documents filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, subsequent to the
date of this Registration Statement and prior to the filing of a post-effective
amendment to this Registration Statement which indicates that all securities
offered have been sold or which deregisters all securities then remaining

                                      2
3
unsold, shall be deemed to be incorporated by reference herein and to be a part
hereof from the date of filing of such documents.

     Any statement contained in this Registration Statement or in a document
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in the original Section 10(a) prospectus (as regards any
statement in any previously filed document incorporated by reference herein),
or a statement in any subsequently filed document that is also incorporated by
reference herein or a statement in any subsequent Section 10(a) prospectus,
modifies or supersedes such statement.  Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.

Item 4.  Description of Securities.

             Not applicable.

Item 5.  Interests of Named Experts and Counsel.

             Not applicable.

Item 6.  Indemnification of Directors, Officers and Controlling Persons.

     Under certain provisions of the Delaware General Corporation Law, the
Company has the power to indemnify any  person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, by reason of the fact that he or she is or was a director,
officer, employee or agent of the Company, or is or was serving at the request
of the Company as a director, officer, employee or agent of another corporation
or other enterprise, against expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement reasonably incurred by him or her in
connection with such action, suit or proceeding; except that under such
provisions indemnification relating to a derivative action or suit is limited
to expenses reasonably incurred in connection with the defense or settlement
thereof.  To be eligible for indemnification under such provisions as to a
particular action, suit or proceeding (or claim, issue or matter therein), a
director, officer, employee or agent must either be successful in his or her
defense thereof (in which event indemnification against related expenses is
mandatory) or must meet certain statutory standards (generally, that he or she
acted in good faith and in a manner he or she reasonably believed to be in or
not opposed to the best interests of the Company, and, with respect to any
criminal action or proceeding, that he or she had no reasonable cause to
believe his or her conduct was unlawful).  The indemnification provided by such
provisions does not exclude any other rights to which a person seeking
indemnification may otherwise be entitled.

     Article Twelfth of the Company's Certificate of Incorporation provides
that each person who was or is a party or is threatened to be made a party to
or is involved in any action, suit or proceeding, by reason of the fact that he
or she (i) is or was or has agreed to become a director or officer of the
Company or (ii) is or was serving or has agreed to serve (at or during 

                                       3
4
such time as he or she is or was a director or officer of the Company) as an
employee, agent or fiduciary of the Company or, at the request of the Company,
as a director, officer, employee, agent or fiduciary of another corporation,
partnership, joint venture, trust or other enterprise or entity, or by reason
of any action alleged to have been taken or omitted by him or her in any such
capacity, shall be indemnified and held harmless by the Company to the fullest
extent permitted by Delaware law, as the same existed on October 19, 1987 or
may thereafter be amended (but, in the case of any such amendment, only to the
extent that such amendment permits the Company to provide broader
indemnification rights than said law permitted the Company to provide prior to
such amendment), against all expense (including attorneys' fees and amounts
expended in seeking indemnification granted to him or her under applicable law,
such Article, the Company's By-laws or any agreement with the Company) and, in
each case other than an action by or in the right of the Company, all liability
and loss (including judgments, fines and amounts paid or to be paid in
settlement), actually and reasonably incurred or suffered by him or her in
connection with such action, suit or proceeding and any appeal thereof, if in
each case he or she acted in good faith and in a manner he or she reasonably
believed to be in or not opposed to the best interests of the Company, and,
with respect to any criminal action, suit or proceeding, had no reasonable
cause to believe his or her conduct was unlawful; except that, in the case of
an action or suit by or in the right of the Company, no indemnification shall
be made in respect of any claim, issue or matter as to which he or she shall
have been adjudged to be liable to the Company unless and only to the extent
that the Court of Chancery of Delaware or the court in which such action or
suit was brought shall determine upon application that, despite the
adjudication of liability but in view of all the circumstances of the case, he
or she is fairly and reasonably entitled to indemnification for such expenses
which the Court of Chancery of Delaware or such other court shall deem proper. 
Article Twelfth provides that such indemnification shall continue as to any
such person who has ceased to be a director or officer of the Company and
shall inure to the benefit of his or her heirs, executors and administrators.

     Any indemnification under Article Twelfth (other than (i) indemnification
for expenses actually and reasonably incurred in connection with the successful
defense of any action, suit or proceeding, appeal thereof or claim, issue or
matter therein, which is mandatory, and (ii) the advance of expenses, which is
mandatory if the Company receives an undertaking to repay such advance if it
shall ultimately be determined that the indemnified person is not entitled to
be indemnified by the Company) shall, unless ordered by a court, be made by the
Company only as authorized in the specific case upon a determination, made as
provided in Article Twelfth, that indemnification is proper in the
circumstances because the indemnified director or officer has met the
applicable standard of conduct.

     Article Twelfth provides that the rights conferred thereunder shall not be
exclusive of any other right which the indemnified director or officer may have
had at October 19, 1987 or thereafter acquire under any law, provision of the
Company's Certificate of Incorporation or by-laws, agreement, vote of
stockholders or disinterested directors or otherwise, and further provides that
the Board of Directors is authorized to enter into a contract with any director
or officer of the Company providing for indemnification rights equivalent to
or, if the Board of Directors so determines, greater than those provided for in
Article Twelfth.

                                       4
5
     The Company's by-laws include provisions substantially identical to those
of Article Twelfth.

     Pursuant to the authorization in Article Twelfth, and as authorized by the
stockholders of the Company, the Company has entered into indemnification
agreements with all of its directors and elected officers.  Such agreements
provide for and define more particularly the indemnification contemplated by
Article Twelfth (including mandatory advance of expenses), also provide for
indemnification against all liability or loss actually and reasonably incurred
in connection with actions by or in the right of the Company, and require the
Company to maintain (or to provide indemnification to the full extent of the
coverage which would otherwise have been provided by) directors' and officers'
liability insurance in the amount of $25,000,000; except that the agreements
exclude any obligation to make any indemnity payment or advance of expenses in
connection with any proceeding to the extent that there has been a final
adjudication by a court of competent jurisdiction that the indemnified director
or officer derived an improper personal benefit or otherwise breached his or
her duty of loyalty to the Company or its stockholders or to the extent that
there has been a final adjudication by a court of competent jurisdiction that
he or she committed acts or omissions other than in good faith or which
involved intentional misconduct or knowing violation of law.  The agreements
effectively place on the Company the burden of proving that an indemnified
director or officer is not entitled to indemnification, and specify the manner
in which any necessary determinations of entitlement to indemnification are to
be made, including any determinations after any Change in Control (as defined
in the agreements).

     The agreements provide that no proceeding shall be brought and no cause of
action shall be asserted by the Company or any subsidiary or by any stockholder
on behalf of the Company or any subsidiary against the indemnified director or
officer, his or her spouse, heirs, estate, executors or administrators after
the expiration of one year from the act or omission upon which such proceeding
is based (or, in the event that the indemnified director or officer has
fraudulently concealed the facts underlying such cause of action, after the
expiration of one year from the earlier of (i) the date the Company or any
subsidiary of the Company discovers such facts, or (ii) the date the Company or
any subsidiary of the Company could have discovered such facts by the exercise
of reasonable diligence); and that any claim or cause of action of the Company
or any subsidiary of the Company, including claims predicated upon the
negligent act or omission of the indemnified director or officer, shall be
extinguished and deemed released unless asserted by filing of a legal action
within such period; except that such limitation and release shall not apply to
any cause of action which had accrued on the date of an agreement and of which
the indemnified director or officer was aware on such date but as to which the
Company had no actual knowledge apart from his or her knowledge.

     The agreements provide that the provisions for indemnification and
advancement of expenses set forth therein shall not be deemed exclusive of any
other rights which the indemnified director or officer may have under any
provision of law, the Company's Certificate of Incorporation or By-laws, the
vote of the Company's stockholders or disinterested directors, other
agreements, or otherwise, both as to action in his or her official capacity and
to action in another capacity while occupying his or her position as an agent
of the Company, and that the 

                                       5
6
indemnified director or officer's rights thereunder shall continue after he or
she has ceased acting as an agent of the Company and shall inure to the
benefit of his or her heirs, executors and administrators.

     The Company maintains a policy of liability insurance which, subject to
various exclusions and deductibles, covers its directors and officers (and the
Company's indemnification obligations to them), to the extent of $50,000,000
each policy year, for damages, judgments, settlements, costs and other amounts
payable by them for claims made against them for any actual or alleged error or
misstatement or misleading statement or act or omission or neglect or breach of
duty, or any other matter claimed against them solely by reason of being
directors or officers of the Company.

     Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers or persons controlling the
Company pursuant to the foregoing provisions, the Company has been informed
that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is
therefore unenforceable.

Item 7.  Exemption from Registration Claimed.

                 Not applicable.

Item 8.  Exhibits.

                 The Exhibits filed herewith are specified on the Index to 
Exhibits at page 10 hereof.

Item 9.  Undertakings.

                 The undersigned registrant hereby undertakes:

                 (1) To file, during any period in which offers or sales are 
being made, a post-effective amendment to this registration statement:
                 
                        (i)  To include any prospectus required by Section
                 10(a)(3) of the Securities Act of 1933;
                 
                        (ii)  To reflect in the prospectus any facts or events
                 arising after the effective date of the registration statement
                 (or the most recent post-effective amendment thereof) which,
                 individually or in the aggregate, represent a fundamental
                 change in the information set forth in the registration
                 statement;
                 
                        (iii)  To include any material information with respect
                 to the plan of distribution not previously disclosed in the
                 registration statement or any material change to such
                 information in the registration statement;
                 

                                       6
7
Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
registration statement is on Form S-3 or Form S-8, and the information required
to be included in a post-effective amendment by those paragraphs is contained
in periodic reports filed by the registrant pursuant to Section 13 or Section
15(d) of the Securities Exchange Act of 1934 that are incorporated by reference
in the registration statement.

     (2)  That, for the purposes of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.

     (3)  To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination
of the offering.

     (4)  If the registrant is a foreign private issuer, to file a
post-effective amendment to the registration statement to include any financial
statements required by Rule 3-19 of Regulation S-X at the start of any delayed
offering or throughout a continuous offering.

     The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act
of 1934) that is incorporated by reference in the registration statement shall
be deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

     Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Act and is, therefore, unenforceable.  In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.

                                       7
8

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Franklin Park, State of Illinois, on July 25, 1996.

                                                     DEAN FOODS COMPANY        
                                                                               
                                                                               
                                                     By: /s/ Howard M. Dean    
                                                         ---------------------
                                                     Howard M. Dean            
                                                     Chairman of the Board and 
                                                     Chief Executive Officer   

     Each person whose signature appears below hereby authorizes Howard M.
Dean, Thomas L. Rose and Thomas A Ravencroft or any of them, with full power of
substitution, to execute in his or her name and on his or her behalf, and to
file, any amendments (including, without limitation, post-effective amendments)
to this registration statement necessary or advisable in the opinion of any of
them to enable the registrant to comply with the Securities Act of 1933, as
amended, and any rules, regulations and requirements of the Securities and
Exchange Commission thereunder in respect thereof, which amendments may make
such other changes in this registration statement as any of them deems
advisable.

     Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on the 25th day of July, 1996.

/s/ Howard M. Dean                            /s/ Edward A. Brennan
- ------------------                            ---------------------
Howard M. Dean, Chairman of the Board         Edward A. Brennan, Director
and Chief Executive Officer and Director

/s/ Thomas L. Rose                            /s/ Lewis M. Collens
- ------------------                            --------------------      
Thomas L. Rose, President and                 Lewis M. Collens, Director
Chief Operating Officer and Director          

/s/ William R. McManaman                      /s/ Paula Hannaway Crown      
- ------------------------                      ------------------------
William R. McManaman, Vice President -        Paula Hannaway Crown, Director
Finance (Principal Financial Officer)         

                                       8
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/s/ Dale I. Hecox                             /s/ John P. Frazee, Jr.          
- -----------------                             -----------------------
Dale I. Hecox, Treasurer (Principal           John P. Frazee, Jr., Director    
Accounting Officer)                           

/s/ Bert A. Getz                              /s/ Andrew J. McKenna            
- ----------------                              ---------------------
Bert A. Getz, Director                        Andrew J. McKenna, Director      
                                              
/s/ John S. Llewellyn, Jr.                    /s/ Thomas A. Ravencroft         
- --------------------------                    ------------------------
John S. Llewellyn, Jr., Director              Thomas A. Ravencroft, Senior Vice
                                              President and Director           

                                              /s/ Alexander J. Vogl            
- ----------------------------------            ---------------------
Richard P. Mayer, Director                    Alexander J. Vogl, Director

                                       9
10

                              INDEX TO EXHIBITS

                                                                   Sequentially
Exhibit                                                              Numbered  
Number                                                                Pages    
- ------                                                                -----    

4.4      Dean Foods Company 1989 Stock Awards Plan                             
         as amended July 22, 1994....................................   11     
                                                                               
5        Opinion of Eric A. Blanchard................................   20     
                                                                               
23.1     Consent of Eric A. Blanchard                                          
         (included in Exhibit 5).....................................   20     
                                                                               
23.2     Consent of Price Waterhouse.................................   21     
                                                                               
24       Powers of Attorney                                                    
         (included on the Signatures pages hereof)...................    8     
        

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