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^*

ENGLES GREGG L

(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)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chairman of the Board and

3. Date of Earliest Transaction (Month/Day/Year)
02/10/2006

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	02/10/2006		M		53,100	A	$8.2329	1,595,755	D
Common Stock	02/10/2006		S⁽¹⁾		53,100	D	$38.5	1,542,655	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)
Non-Qualified Stock Option (right to buy-T0000589)	$8.2329	02/10/2006		M			53,100	05/13/1998⁽²⁾	05/13/2007	Common Stock	53,100	$0	216,900	D
Non-Qualified Stock Option (right to buy-T0000692)	$8.2329							05/13/1998⁽²⁾	05/13/2007	Common Stock	2,773		2,773	D
Non-Qualified Stock Option (right to buy-SI000772)	$16.4658							01/02/1999⁽²⁾	01/02/2008	Common Stock	360,000		360,000	D
Non-Qualified Stock Option (right to buy-T0000716)	$16.4658							01/02/1999⁽²⁾	01/02/2008	Common Stock	3,697		3,697	D
Incentive Stock Option (right to buy-SI000928)	$9.9569							01/29/2000⁽²⁾	01/29/2009	Common Stock	25,200		25,200	D
Incentive Stock Option (right to buy-T0001588)	$9.9569							01/29/2000⁽²⁾	01/29/2009	Common Stock	259		259	D
Non-Qualified Stock Option (right to buy-SI001255)	$9.9569							01/29/2000⁽²⁾	01/29/2009	Common Stock	244,800		244,800	D
Non-Qualified Stock Option (right to buy-T0000681)	$9.9569							01/29/2000⁽²⁾	01/29/2009	Common Stock	2,514		2,514	D
Non-Qualified Stock Option (right to buy-SI001308)	$9.6403							06/04/2000⁽²⁾	06/04/2009	Common Stock	171,000		171,000	D
Non-Qualified Stock Option (right to buy-T0000734)	$9.6403							06/04/2000⁽²⁾	06/04/2009	Common Stock	1,756		1,756	D
Non-Qualified Stock Option (right to buy-SI001688)	$10.5374							01/04/2001⁽²⁾	01/04/2010	Common Stock	495,000		495,000	D
Non-Qualified Stock Option (right to buy-T0000668)	$10.5374							01/04/2001⁽²⁾	01/04/2010	Common Stock	5,083		5,083	D
Incentive Stock Option (right to buy-SF002260)	$12.1383							01/22/2002⁽²⁾	01/22/2011	Common Stock	13,974		13,974	D
Incentive Stock Option (right to buy-T0002007)	$12.1383							01/22/2002⁽²⁾	01/22/2011	Common Stock	143		143	D
Non-Qualified Stock Option (right to buy-SF002261)	$12.1383							01/22/2002⁽²⁾	01/22/2011	Common Stock	586,026		586,026	D
Non-Qualified Stock Option (right to buy-T0000673)	$12.1383							01/22/2002⁽²⁾	01/22/2011	Common Stock	6,020		6,020	D
Incentive Stock Option (right to buy-DF001511)	$17.1835							01/14/2003⁽²⁾	01/14/2012	Common Stock	4,914		4,914	D
Incentive Stock Option (right to buy-T0002883)	$17.1835							01/14/2003⁽²⁾	01/14/2012	Common Stock	50		50	D
Non-Qualified Stock Option (right to buy-DF001329)	$17.1835							01/14/2003⁽²⁾	01/14/2012	Common Stock	450,000		450,000	D
Non-Qualified Stock Option (right to buy-T0000663	$17.1835							01/14/2003⁽²⁾	01/14/2012	Common Stock	4,620		4,620	D
Non-Qualified Stock Option (right to buy-DF001512	$17.1835							01/14/2003⁽²⁾	01/14/2012	Common Stock	595,086		595,086	D
Non-Qualified Stock Option (right to buy-T0000675)	$17.1835							01/14/2003⁽²⁾	01/14/2012	Common Stock	6,110		6,110	D
Incentive Stock Option (right to buy-DF002187)	$20.9355							01/06/2004⁽²⁾	01/06/2013	Common Stock	4,032		4,032	D
Incentive Stock Option (right to buy-T0003517)	$20.9355							01/06/2004⁽²⁾	06/06/2013	Common Stock	743		743	D
Non-Qualified Stock Option (right to buy-DF002188)	$20.9355							01/06/2004⁽²⁾	01/06/2013	Common Stock	604,968		604,968	D
Non-Qualified Stock Option (right to buy-T0000656)	$20.9355							01/06/2004⁽²⁾	01/06/2013	Common Stock	40,836		40,836	D

Explanation of Responses:

1. Sale is pursuant to a 10b5-1 Sales Plan between reporting person and Bear Stearns & Co., Inc., acting as agent, to permit the orderly disposition of a portion of the reporting person's holdings of the Issuer's common stock, par value $0.01 per share. Dean Foods Company.

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:

CONTINUED ON SECOND FORM 4 FILED ON THIS SAME DATE.

	Gregg L. Engles	02/13/2006
	** 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).
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