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 TX 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)
02/25/2005
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)
Code V Amount (A) or (D) Price
Common Stock 02/25/2005 M 4,914 A $20.35 27,060.794 D
Common Stock 02/25/2005 M 15,000 A $12.4792 42,060.794 D
Common Stock 02/25/2005 S 2,000 D $34.51 40,060.794 D
Common Stock 02/25/2005 S 1,000 D $34.53 39,060.794 D
Common Stock 02/25/2005 S 300 D $34.54 38,760.794 D
Common Stock 02/25/2005 S 500 D $34.55 38,260.794 D
Common Stock 02/25/2005 S 514 D $34.57 37,746.794 D
Common Stock 02/25/2005 S 600 D $34.58 37,146.794 D
Common Stock 02/25/2005 S 13,400 D $34.5 23,746.794 D
Common Stock 02/25/2005 S 1,600 D $34.52 22,146.794 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Units(1) $0 01/07/2004 01/07/2013 Common Stock 20,700 20,700 D
Stock Units(1) $0 01/13/2005 01/13/2014 Common Stock 16,000 16,000 D
Stock Units(1) $0 01/10/2006 01/10/2015 Common Stock 20,500 20,500 D
Incentive Stock Option (right to buy)(2) $14.375 01/22/2002 01/22/2011 Common Stock 66 66 D
Incentive Stock Option (right to buy)(2) $20.35 02/25/2005 M 4,914 01/14/2003 01/14/2012 Common Stock 4,914 $0 0 D
Incentive Stock Option (right to buy)(2) $24.7933 01/06/2004 01/06/2013 Common Stock 4,032 4,032 D
Incentive Stock Option (right to buy)(2) $31.17 01/13/2005 01/13/2014 Common Stock 3,209 3,209 D
Non-Qualified Stock Option (right to buy)(2) $16.3333 08/28/1999 08/28/2008 Common Stock 75,000 75,000 D
Non-Qualified Stock Option (right to buy)(2) $12.4792 02/25/2005 M 15,000 01/04/2001 01/04/2010 Common Stock 15,000 $0 35,002 D
Non-Qualified Stock Option (right to buy)(2) $14.375 01/22/2002 01/22/2011 Common Stock 106,026 106,026 D
Non-Qualified Stock Option (right to buy)(2) $20.35 01/14/2003 01/14/2012 Common Stock 115,086 115,086 D
Non-Qualified Stock Option (right to buy)(2) $20.35 01/14/2003 01/14/2012 Common Stock 75,000 75,000 D
Non-Qualified Stock Option (right to buy)(2) $24.7933 01/06/2004 01/06/2013 Common Stock 90,468 90,468 D
Non-Qualified Stock Option (right to buy)(2) $31.17 01/13/2005 01/13/2014 Common Stock 56,791 56,791 D
Non-Qualified Stock Option (right to buy)(2) $31.85 01/07/2006 01/07/2015 Common Stock 56,000 56,000 D
Explanation of Responses:
1. A Stock Unit, which is issued under the Company's 1989 Stock Awards Plan, is a right to receive one share of common stock of the Issuer in the future, subject to the terms and conditions of the award agreement. The units vest annually, on a prorata basis, over a five-year period beginning on the first anniversary date of grant, subject to certain accelerated vesting provisions.
2. The shares of common stock subject to the Option vest ratably in three equal increments commencing on the first anniversary of the grant date.
Remarks:
Michelle P. Goolsby 02/28/2005
** 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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