EXHIBIT 10

                               DEAN FOODS COMPANY
                             1989 STOCK AWARDS PLAN
                     (As Amended Effective October 4, 1994)


     1.  Purpose.  The purpose of the Dean Foods Company 1989 Amended Stock
Awards Plan (the "Plan") is to promote the long-term financial interests of the
Company and its Affiliates by (a) attracting and retaining personnel, (b)
motivating personnel by means of growth-related incentives, (c) providing
incentive compensation opportunities that are competitive with those of other
major corporations and (d) furthering the identity of interests of participants
with those of the stockholders of the Company.

     2.  Definitions.  The following definitions are applicable to the Plan:

               "Affiliate" means (a) any subsidiary and (b) any other entity in
          which the Company has a direct or indirect equity interest which is
          designated an "Affiliate" by the Committee.

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

                "Code" means the Internal Revenue Code of 1986, as amended, and
          any successor statute.

                "Committee" means the Compensation Committee or, if the Board of
          Directors so determines, another committee of three or more directors
          of the Company who are "disinterested persons" as such term is used in
          Rule 16b-3 and are "outside directors" as such term is used in Section
          162(m) of the Code.

                "Common Stock" means Common Stock, $1.00 par value, of the
          Company or such other securities as may be substituted therefor
          pursuant to paragraph 5(c).

                "Company" means Dean Foods Company, a Delaware corporation, and
          its successors.

                "eligible employee" means any full-time employee of the Company
          or an Affiliate.

                The "fair market value" of the Common Stock shall be determined
          in accordance with procedures established by the Committee.

                "fiscal year" means the Company's fiscal year.

                "participant" means any employee of the Company or an Affiliate
          who has been granted an award pursuant to the Plan.

                "Rule 16b-3" means such rule adopted under the Securities
          Exchange Act of 1934, as amended, or any successor rule.

                "subsidiary" means any corporation fifty percent or more of the
          voting stock of which is owned, directly or indirectly, by the
          Company.

     3.   Limitation on Aggregate Shares/Individual Five-Year Limitation on
Option, SAR and Performance Shares Awards.  Subject to adjustment as provided in
paragraph 5(c), the number of shares of Common Stock which may be issued upon
the exercise or payment of awards granted under the Plan shall not exceed, in
the aggregate, 3,200,000 shares; it being understood that to the extent any
awards expire unexercised or unpaid or are cancelled,


 
terminated or forfeited in any manner without the issuance of shares of Common
Stock thereunder, such shares shall again be available under the Plan unless
such availability would prevent the Plan from complying with Rule 16b-3. Such
3,200,000 shares of Common Stock may be either authorized and unissued shares,
treasury shares, or a combination thereof, as the Committee shall determine.

          Subject to adjustment as provided in Paragraph 5(c), the number of
shares of Common Stock with respect to which options and stock appreciation
rights may be awarded, and the maximum number of shares of Common Stock
potentially issuable under performance shares awards awarded, during the period
of five fiscal years ending in 1999 to any eligible employee may not exceed, in
the aggregate, 250,000 shares.

     4.   Awards.  The Committee may grant to eligible employees, in accordance
with this paragraph 4 and the other provisions of the Plan, stock options, stock
appreciation rights ("SARs"), restricted stock, performance shares awards and
other awards.

          (a) Options.

               (i) Options granted under the Plan may be incentive stock options
          ("ISOs") within the meaning of Section 422A of the Code or any
          successor provision, or in such other form, consistent with the Plan,
          as the Committee may determine; except that, so long as so provided in
          such Section, no ISO may be granted under the Plan after August 1,
          1999 or to any employee of an Affiliate which is not a subsidiary
          corporation (as such term is used in subsection (b) of such Section)
          of the Company.

               (ii) The option price per share of Common Stock shall be fixed by
          the Committee at (a) in the case of ISOs, not less than 100% of the
          fair market value of a share of Common Stock on the date of grant and
          not less than the par value of a share of Common Stock and (b) in the
          case of other options, not less than 85% of the fair market value of a
          share of Common Stock on the date of grant and not less than the par
          value of a share of Common Stock.

               (iii) Options shall be exercisable at such time or times as the
          Committee shall determine at or subsequent to grant.

               (iv) An option shall be exercised in whole or in part by written
          notice to the Company (to the attention of the Secretary) at any time
          prior to its stated expiration and payment in full of the option price
          for the shares as to which the option is being exercised.  Payment of
          the option price may be made, at the discretion of the optionee, and
          to the extent permitted by the Committee, (A) in cash (including
          check, bank draft, or money order), (B) in Common Stock already owned
          by the optionee (valued at the fair market value thereof on the date
          of exercise), (C) by a combination of cash and Common Stock, or (D)
          with any other consideration.

          (b) SARs.

               (i) An SAR shall entitle its holder to receive from the Company,
          at the time of exercise of such right, an amount equal to the excess
          of the fair market value (at the date of exercise) of a share of
          Common Stock over a specified price fixed by the Committee multiplied
          by the number of shares as to which the holder is exercising the SAR.
          SARs may be in tandem with any previously or contemporaneously granted
          option or independent of any option.  The specified price of a tandem
          SAR shall be the option price of the related option.  The amount
          payable may be paid by the Company in Common Stock (valued at its fair
          market value on the date of exercise), cash or a combination thereof,
          as the Committee may determine, which determination may take into
          consideration any preference expressed by the holder.

               (ii) An SAR shall be exercised by written notice to the Company
          (to the attention of the Secretary) at any time prior to its stated
          expiration.  To the extent 


 
          a tandem SAR is exercised, the related option will be cancelled and,
          to the extent the related option is exercised, the tandem SAR will be
          cancelled.

          (c) Restricted Stock.

               (i) The Committee may award to any eligible employee shares of
          Common Stock, subject to this paragraph 4(c) and such other terms and
          conditions as the Committee may prescribe (such shares being called
          "restricted stock").  Each certificate for restricted stock shall be
          registered in the name of the participant and deposited, together with
          a stock power endorsed in blank, with the Company.

               (ii) Restricted Stock may be awarded without any consideration
          other than services rendered and/or (to the extent permitted by
          applicable corporate law on the date of award) services to be
          rendered.

               (iii) There shall be established for each restricted stock award
          a restriction period (the "restriction period") of such length as
          shall be determined by the Committee.  Shares of restricted stock may
          not be sold, assigned, transferred, pledged or otherwise encumbered,
          except as hereinafter provided, during the restriction period.  Except
          for such restrictions on transfer and such other restrictions as the
          Committee may impose, the participant shall have all the rights of a
          holder of Common Stock as to such restricted stock.  The Committee, in
          its sole discretion, may permit or require the payment of cash
          dividends to be deferred and, if the Committee so determines,
          reinvested in additional restricted stock or otherwise invested or
          accruing a yield.  At the expiration of the restriction period, the
          Company shall redeliver to the participant (or the participant's legal
          representative or designated beneficiary) the certificates deposited
          pursuant to this paragraph.

               (iv) Except as provided by the Committee at or subsequent to the
          time of grant, upon a termination of employment for any reason during
          the restriction period all shares still subject to restriction shall
          be forfeited by the participant.

       (d)  Performance Shares Awards.

               (i) A performance shares award shall entitle its holder to
          receive from the Company, following the expiration of a period of at
          least one fiscal year specified by the Committee (the "performance
          measurement period"), cash or Common Stock or a combination thereof as
          determined by the Committee (either at the time of grant or
          thereafter) in an aggregate amount based on the level of achievement
          during the performance measurement period of one or more Company
          financial performance criteria.  The aggregate amount received by a
          participant shall be determined by a formula for such participant
          established by the Committee not later than the ninetieth day of the
          performance measurement period.  The formula shall establish a range
          between a minimum level of achievement before any amount will be
          received and a level of achievement at or above which the maximum
          potential amount will be received.  Initially, the financial
          performance criterion shall be earnings per share, but the Committee
          may subsequently use, either in substitution therefor or in addition
          thereto, total shareholder return (i.e., appreciation in the market
          value of a share of Common Stock plus dividends paid), return on
          stockholders' equity and/or return on invested capital.

 
               (ii) Performance shares awards may be awarded without any
          consideration other than services rendered and/or (to the extent
          permitted by applicable corporate law on the date of award) services
          to be rendered.

               (iii)  The Committee may impose restrictions on the transfer of
          shares of Common Stock issued as a result of achieving formula levels
          of performance.  Except for such restrictions on transfer, the
          recipient shall have all the rights of a holder of Common Stock as to
          such shares.

               (iv) Except as provided by the Committee at or subsequent to the
          time of grant, upon the termination of employment for any reason
          during the performance measurement period the performance shares award
          shall be forfeited by the participant.

          (e)  Other Awards.

               (i) Other awards may be granted under the Plan, including,
          without limitation, convertible debentures, other convertible
          securities and other forms of award measured in whole or in part by
          the value of shares of Common Stock, the performance of the
          participant, or the performance of the Company, any Affiliate or any
          operating unit thereof.  Such awards may be payable in Common Stock,
          cash or a combination thereof, and shall be subject to such
          restrictions and conditions, as the Committee shall determine.  At the
          time of such an award, the Committee shall, if applicable, determine a
          performance period and performance goals to be achieved during the
          performance period, subject to such later revisions as the Committee
          shall deem appropriate to reflect significant unforeseen events such
          as changes in laws, regulations or accounting practices, unusual or
          nonrecurring items or occurrences.  Following the conclusion of each
          performance period, the Committee shall determine the extent to which
          performance goals have been attained or a degree of achievement
          between maximum and minimum levels during the performance period in
          order to evaluate the level of payment to be made, if any.

               (ii) The purchase price per share of Common Stock under other
          awards involving the right to purchase Common Stock (including for
          this purpose the right to acquire Common Stock upon the conversion of
          convertible securities) shall be fixed by the Committee at not less
          than 85% of the fair market value of a share of Common Stock on the
          date of award and not less than the par value of a share of Common
          Stock.  Other awards not involving the right to purchase Common Stock
          may be awarded without any consideration other than services rendered
          and/or (to the extent permitted by applicable corporate law on the
          date of award) services to be rendered.

               (iii) A participant may elect to defer all or a portion of any
          such award in accordance with procedures established by the Committee.
          Deferred amounts will be subject to such terms and conditions and
          shall accrue such yield thereon (which may be measured by the fair
          market value of the Common Stock and dividends thereon) as the
          Committee may determine. Payment of deferred amounts may be in cash,
          Common Stock or a combination thereof, as the Committee may determine.
          Deferred amounts shall be considered an award under the Plan. The
          Committee may establish a trust or trusts to hold deferred amounts or
          any portion thereof for the benefit of participants.

          (f)  Cash Payments.  SARs and options which are not ISOs may, in the
          Committee's discretion, provide that in connection with exercises
          thereof the holders will receive cash payments based on formulas
          designed to reimburse 

 
          holders for their income tax liability resulting from such exercise
          and the payment made pursuant to this paragraph 4(f).

          (g)  Surrender.  If so provided by the Committee at or subsequent to
          the time of grant, an award may be surrendered to the Company on such
          terms and conditions, and for such consideration, as the Committee
          shall determine.

          (h)  Foreign Alternatives.  Without amending and notwithstanding the
          other provisions of the Plan, in the case of any award to be held by
          any participant who is employed outside the United States or who is a
          foreign national, the Committee may specify that such award shall be
          made on such terms and conditions different from those specified in
          the Plan as may, in the judgment of the Committee, be necessary or
          desirable to further the purposes of the Plan.

     5.   Miscellaneous Provisions.

          (a)  Administration.  The Plan shall be administered by the Committee.
          Subject to the limitations of the Plan, the Committee shall have the
          sole and complete authority: (i) to select participants, (ii) to make
          awards in such forms and amounts as it shall determine, (iii) to
          impose such limitations, restrictions and conditions upon such awards
          as it shall deem appropriate, (iv) to interpret the Plan and to adopt,
          amend and rescind administrative guidelines and other rules and
          regulations relating to the Plan, (v) to correct any defect or
          omission or to reconcile any inconsistency in the Plan or in any award
          granted hereunder and (vi) to make all other determinations and to
          take all other actions necessary or advisable for the implementation
          and administration of the Plan.  The Committee's determinations on
          matters within its authority shall be conclusive and binding upon the
          Company and all other persons.  All expenses associated with the Plan
          shall be borne by the Company, subject to such allocation to its
          Affiliates and operating units as it deems appropriate.  The Committee
          may, to the extent that any such action will not prevent the Plan from
          complying with Rule 16b-3 or Section 162(m) of the Code, delegate any
          of its authority hereunder to such persons as it deems appropriate.

          (b)  Non-Transferability.  Subject to the provisions of paragraph
          5(f), no award under the Plan, and no interest therein, shall be
          transferable by a participant otherwise than by will or the laws of
          descent and distribution.  All awards shall be exercisable or received
          during a participant's lifetime only by the participant or the
          participant's legal representative.  Any purported transfer contrary
          to this provision will nullify the award.

          (c)  Adjustments Upon Certain Changes.  In the event of any
          reorganization, recapitalization, reclassification, merger,
          consolidation, or sale of all or substantially all of the Company's
          assets followed by liquidation, which is effected in such a way that
          holders of Common Stock are entitled to receive securities or other
          assets with respect to or in exchange for Common Stock (an "Organic
          Change"), the Committee shall make appropriate changes to insure that
          each outstanding award involving the right to acquire Common Stock
          thereafter represents the right to acquire, in lieu of or in addition
          to the shares of Common Stock immediately theretofore acquirable upon
          exercise or payment, such securities or assets as may be issued or
          payable with respect to or in exchange for an equivalent number of
          shares of Common Stock, and appropriate changes in other outstanding
          awards; and in the event of any stock dividend, stock split or
          combination of shares, the Board of Directors shall make appropriate
          changes in the number of shares authorized by the Plan to be delivered
          thereafter and in the maximum number of shares with respect to which
          options, SARs and performance shares awards may be awarded to any
          eligible employee during the period of five fiscal years ending in
          1999, and the Committee shall make appropriate changes in the numbers
          of shares covered by, or with respect to which payments are measured
          under, outstanding awards and the exercise prices and reference prices
          specified therein (and in the event of a spinoff, the Committee may
          make similar changes), in order to prevent the dilution or enlargement
          of award rights.  However, no right to purchase or receive a fraction


 
          of a share shall be created; and if, as a result of any such change, a
          fractional share would result or the right to purchase or receive the
          same would result, the number of shares in question shall be decreased
          to the next lower whole number of shares.  The Committee may provide
          in the agreement evidencing any award for adjustments to such award in
          order to prevent the dilution or enlargement of rights thereunder or
          for acceleration of benefits thereunder and/or cash payments in lieu
          of benefits thereunder in the event of a change in control (or tender
          offer or accumulation of Common Stock), merger, consolidation,
          reorganization, recapitalization, sale or exchange of all or
          substantially all of the assets or dissolution of the Company.

          (d)  Tax Withholding.  The Committee shall have the power to withhold,
          or require a participant to remit to the Company, an amount sufficient
          to satisfy any withholding or other tax due with respect to any amount
          payable and/or shares issuable under the Plan, and the Committee may
          defer such payment or issuance unless indemnified to its satisfaction.
          Subject to the consent of the Committee, a participant may make an
          irrevocable election to have shares of Common Stock otherwise issuable
          under an award withheld, tender back to the Company shares of Common
          Stock received pursuant to an award or deliver to the Company shares
          of Common Stock already owned by the participant having a fair market
          value sufficient to satisfy all or part of the participant's estimated
          tax obligations associated with the transaction.  Such election must
          be made by a participant prior to the date on which the relevant tax
          obligation arises.  The Committee may disapprove of any election and
          may limit, suspend or terminate the right to make such elections.

          (e)  Listing and Legal Compliance.  The Committee may suspend the
          exercise or payment of any award if it determines that securities
          exchange listing or registration or qualification under any securities
          laws is required in connection therewith and has not been completed on
          terms acceptable to the Committee.

          (f)  Beneficiary Designation.  To the extent permitted by the
          Committee, participants may name, from time to time, beneficiaries
          (who may be named contingently or successively) to whom benefits under
          the Plan are to be paid in the event of their death before they
          receive any or all of such benefits.  Each designation will revoke all
          prior designations by the same participant, shall be in a form
          prescribed by the Committee, and will be effective only when filed by
          the participant in writing with the Committee during the participant's
          lifetime.  In the absence of any such designation, benefits remaining
          unpaid at a participant's death shall be paid to the participant's
          estate.

          (g)  Rights of Participants.  Nothing in the Plan shall interfere with
          or limit in any way the right of the Company or any Affiliate to
          terminate any participant's employment at any time, nor confer upon
          any participant any right to continue in the employ of the Company or
          any Affiliate for any period of time or to continue his or her present
          or any other rate of compensation.  No employee shall have a right to
          be selected as a participant, or, having been so selected, to be
          selected again as a participant.

          (h)  Amendment, Suspension and Termination of Plan.  The Board of
          Directors or the Committee may suspend or terminate the Plan or any
          portion thereof at any time and may amend it from time to time in such
          respects as the Board of Directors or the Committee may deem
          advisable; provided, however, that no such amendment shall be made
          without stockholder approval to the extent such approval is required
          by law, agreement or the rules of any exchange upon which the Common
          Stock is listed.  No such amendment, suspension or termination shall
          impair the rights of participants under outstanding awards without the
          consent of the participants affected thereby or make any change that
          would disqualify the Plan, or any other plan of the Company intended
          to be so qualified, from the exemption provided by Rule 16b-3.

               The Committee may amend or modify any award in any manner to the
          extent that the Committee would have had the authority under the Plan
          to initially

 
          grant the award as so amended or modified.  No such
          amendment or modification shall impair the rights of the participant
          under such award without the consent of such participant.

     6.   Effective Date.  The effective date of the Plan shall be August 2,
1989, the date of its adoption by the Board of Directors; provided, however,
that no award shall be granted under the Plan unless the holders of at least a
majority of the outstanding shares of Common Stock voting at the Company's 1989
Annual Meeting of Stockholders approve and ratify the Plan.