SEC FORM 4/A

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^*

KLEIN RONALD H

(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)	Other (specify below)
	Senior Vice President --

3. Date of Earliest Transaction (Month/Day/Year)
03/01/2004

4. If Amendment, Date of Original Filed (Month/Day/Year)
03/03/2004

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	01/07/2004		M		1,844⁽¹⁾	A	$0	23,952.554	D
Common Stock	02/27/2004		J	V	130.109	A	$30.158⁽²⁾	24,082.663	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	$0	01/07/2004		M			2,700	01/07/2004⁽¹⁾	01/07/2013	Common Stock	2,700	$0	10,800	D
Deferred Stock Units	$0	01/13/2004		A		12,000		01/13/2005⁽³⁾	01/13/2014	Common Stock	12,000	$0	12,000	D
Incentive Stock Option (right to buy)	$31.17	01/13/2004		A		3,209		01/13/2005⁽⁴⁾	01/13/2014	Common Stock	3,209	$31.17	3,209	D
Non-Qualified Stock Option (right to buy)	$31.17	01/13/2004		A		29,791		01/13/2005⁽⁴⁾	01/13/2014	Common Stock	29,791	$31.17	29,791	D

Explanation of Responses:

1. The reporting person received 1,844 shares of common stock of the Issuer on the first annual vesting date of an award of Deferred Stock Units ("DSUs"); 856 shares of common stock were forfeited by the reporting person from the total of 2,700 shares of common stock vested. AMENDED to show the correct number of shares acquired by the reporting person.

2. Shares purchased monthly through Issuer's Employee Stock Purchase Plan from February 27, 2004 through July 31, 2004, at an average purchase price of $30.158.

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:

	Ronald H. Klein	08/30/2004
	** Signature of Reporting Person	Date
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