SEC FORM 4

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

GOOLSBY MICHELLE P

(Last)

(First)

(Middle)

2515 MCKINNEY AVENUE, SUITE 1200

(Street)

DALLAS

75201

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
DEAN FOODS CO/ [ DF ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)	X	Other (specify below)
	Exec VP, Chief Admin Officer,		General Counsel and Secretary

3. Date of Earliest Transaction (Month/Day/Year)
06/04/2004

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/11/2004		J⁽¹⁾	V	2,407	A	$28.14	13,620.9735	D
Common Stock	02/27/2004		J⁽²⁾	V	64.802	A	$30.8635	13,685.7755	D
Common Stock	03/31/2004		J⁽²⁾	V	70.447	A	$28.39	13,756.2225	D
Common Stock	04/30/2004		J⁽²⁾	V	105.104	A	$28.543	13,861.3265	D
Common Stock	06/04/2004		M	V	20,000	A	$12.4792	33,861.3265	D
Common Stock	06/04/2004		S		13,480	D	$35.9	20,381.3265	D
Common Stock	06/04/2004		S		1,720	D	$35.91	18,661.3265	D
Common Stock	06/04/2004		S		2,840	D	$35.92	15,821.3265	D
Common Stock	06/04/2004		S		1,440	D	$35.93	14,381.3265	D
Common Stock	06/04/2004		S		40	D	$35.94	14,341.3265	D
Common Stock	06/04/2004		S		480	D	$35.95	13,861.3265	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Deferred Stock Units⁽³⁾	$0							01/07/2004	01/07/2013	Common Stock	27,600		27,600	D
Deferred Stock Units⁽³⁾	$0							01/13/2005	01/13/2014	Common Stock	20,000		20,000	D
Non-Qualified Stock Option (right to buy)⁽⁴⁾	$16.3333							08/28/1999	08/28/2008	Common Stock	75,000		75,000	D
Non-Qualified Stock Option (right to buy)⁽⁴⁾	$12.4792	06/04/2004		M	V		20,000	01/04/2001	01/04/2010	Common Stock	20,000	$12.4792	50,002	D
Incentive Stock Option (right to buy)⁽⁴⁾	$14.375							01/22/2002	01/22/2011	Common Stock	66		66	D
Non-Qualified Stock Option (right to buy)⁽⁴⁾	$14.375							01/22/2002	01/22/2011	Common Stock	106,026		106,026	D
Incentive Stock Option (right to buy)⁽⁴⁾	$20.35							01/14/2003	01/14/2012	Common Stock	4,914		4,914	D
Non-Qualified Stock Option (right to buy)⁽⁴⁾	$20.35							01/14/2003	01/14/2012	Common Stock	115,086		115,086	D
Non-Qualified Stock Option (right to buy)⁽⁴⁾	$20.35							01/14/2003	01/14/2012	Common Stock	75,000		75,000	D
Incentive Stock Option (right to buy)⁽⁴⁾	$24.7933							01/06/2004	01/06/2013	Common Stock	4,032		4,032	D
Non-Qualified Stock Option (right to buy)⁽⁴⁾	$24.7933							01/06/2004	01/06/2013	Common Stock	90,468		90,468	D
Incentive Stock Option (right to buy)⁽⁴⁾	$31.17							01/13/2005	01/13/2014	Common Stock	3,209		3,209	D
Non-Qualified Stock Option (right to buy)⁽⁴⁾	$31.17							01/13/2005	01/13/2014	Common Stock	56,791		56,791	D

Explanation of Responses:

1. Shares were purchased with bonus dollars deferred pursuant to the Company's Executive Deferred Compensation Plan at a 15% discount off the market price at the time of the purchase. Shares are subject to restrictions as described in the plan and are subject to vesting over a two-year period beginning on the first anniversary of the purchase date.

2. Shares purchased through Issuer's Employee Stock Purchase Plan.

3. The reporting person has received an exempt award of Deferred Stock Units ("DSUs") under the Company's 1989 Stock Awards Plan which is a right to receive shares of common stock of the Issuer in the future, subject to the terms and conditions of the DSU Award Agreement. The DSUs vest annually, on a prorata basis, over a five-year period beginning on the first anniversary of the date of grant, subject to certain accelerated vesting provisions.

4. The shares of common stock subject to the Option shall vest ratably in three equal increments commencing on the first anniversary of the grant date.

Remarks:

	Michelle P. Goolsby	06/08/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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