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)
08/11/2005
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 08/11/2005 M 17,015 A $12.1383 31,784.818 D
Common Stock 08/11/2005 M 35,002 A $10.5374 66,786.818 D
Common Stock 08/11/2005 M 6,450 A $10.5374 73,236.818 D
Common Stock 08/11/2005 M 1,533 A $12.1383 74,769.818 D
Common Stock 08/11/2005 S 18,000 D $35 56,769.818 D
Common Stock 08/11/2005 S 1,800 D $35.07 54,969.818 D
Common Stock 08/11/2005 S 3,700 D $35.08 51,269.818 D
Common Stock 08/11/2005 S 6,300 D $35.09 44,969.818 D
Common Stock 08/11/2005 S 2,200 D $35.1 42,769.818 D
Common Stock 08/11/2005 S 200 D $35.11 42,569.818 D
Common Stock 08/11/2005 S 1,800 D $35.12 40,769.818 D
Common Stock 08/11/2005 S 4,400 D $35.13 36,369.818 D
Common Stock 08/11/2005 S 3,900 D $35.14 32,469.818 D
Common Stock 08/11/2005 S 1,300 D $35.15 31,169.818 D
Common Stock 08/11/2005 S 900 D $35.16 30,269.818 D
Common Stock 08/11/2005 S 900 D $35.17 29,369.818 D
Common Stock 08/11/2005 S 300 D $35.18 29,069.818 D
Common Stock 08/11/2005 S 2,700 D $35.2 26,369.818 D
Common Stock 08/11/2005 S 1,100 D $35.21 25,269.818 D
Common Stock 08/11/2005 S 500 D $35.22 24,769.818 D
Common Stock 08/11/2005 S 2,800 D $35.3 21,969.818 D
Common Stock 08/11/2005 S 2,600 D $35.31 19,369.818 D
Common Stock 08/11/2005 S 100 D $35.32 19,269.818 D
Common Stock 08/11/2005 S 4,500 D $35.37 14,769.818 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
Deferred Stock Units(1) $0 01/13/2005 01/13/2014 Common Stock 16,000 16,000 D
Deferred Stock Units(1) $0 01/13/2005 01/13/2014 Common Stock 2,948 2,948 D
Restricted Stock Units(1) $0 01/10/2006 01/10/2015 Common Stock 20,500 20,500 D
Restricted Stock Units(1) $0 01/10/2006 01/10/2015 Common Stock 3,778 3,778 D
Incentive Stock Option (right to buy)(2) $12.1383 01/22/2002 01/22/2011 Common Stock 66 66 D
Incentive Stock Option (right to buy)(2) $12.1383 01/22/2002 01/22/2011 Common Stock 12 12 D
Incentive Stock Option (right to buy)(2) $20.9355 01/06/2004 01/06/2013 Common Stock 4,032 4,032 D
Incentive Stock Option (right to buy)(2) $20.9355 01/06/2004 01/06/2013 Common Stock 743 743 D
Incentive Stock Option (right to buy)(2) $26.3199 01/13/2005 01/13/2014 Common Stock 3,209 3,209 D
Incentive Stock Option (right to buy)(2) $26.3199 01/13/2005 01/13/2014 Common Stock 394 394 D
Incentive Stock Option (right to buy)(2) $26.8941 01/07/2006 01/07/2015 Common Stock 5,232 5,232 D
Incentive Stock Option (right to buy)(2) $26.8941 01/07/2006 01/07/2015 Common Stock 964 964 D
Non-Qualified Stock Option (right to buy)(2) $13.7918 08/28/1999 08/28/2008 Common Stock 75,000 75,000 D
Non-Qualified Stock Option (right to buy)(2) $13.7918 08/28/1999 08/28/2008 Common Stock 13,820 13,820 D
Non-Qualified Stock Option (right to buy)(2) $10.5374 08/11/2005 M 35,002 01/04/2001 01/04/2010 Common Stock 35,002 $0 0 D
Non-Qualified Stock Option (right to buy)(2) $10.5374 08/11/2005 M 6,450 01/04/2001 01/04/2010 Common Stock 6,450 $0 0 D
Non-Qualified Stock Option (right to buy)(2) $12.1383 08/11/2005 M 1,533 01/22/2002 01/22/2011 Common Stock 1,533 $0 104,493 D
Non-Qualified Stock Option (right to buy)(2) $12.1383 08/11/2005 M 17,015 01/22/2002 01/22/2011 Common Stock 17,015 $0 0 D
Non-Qualified Stock Option (right to buy)(2) $17.1835 01/14/2003 01/14/2012 Common Stock 115,086 115,086 D
Non-Qualified Stock Option (right to buy)(2) $17.1835 01/14/2003 01/14/2012 Common Stock 21,207 21,207 D
Non-Qualified Stock Option (right to buy)(2) $17.1835 01/14/2003 01/14/2012 Common Stock 75,000 75,000 D
Non-Qualified Stock Option (right to buy)(2) $17.1835 01/14/2003 01/14/2012 Common Stock 13,820 13,820 D
Non-Qualified Stock Option (right to buy)(2) $20.9355 01/06/2004 01/06/2013 Common Stock 90,468 90,468 D
Non-Qualified Stock Option (right to buy)(2) $20.9355 01/06/2004 01/06/2013 Common Stock 5,062 5,062 D
Non-Qualified Stock Option (right to buy)(2) $26.3199 01/13/2005 01/13/2014 Common Stock 56,791 56,791 D
Non-Qualified Stock Option (right to buy)(2) $26.3199 01/13/2005 01/13/2014 Common Stock 6,976 6,976 D
Non-Qualified Stock Option (right to buy)(2) $26.8941 01/07/2006 01/07/2015 Common Stock 50,768 50,768 D
Non-Qualified Stock Option (right to buy)(2) $26.8941 01/07/2006 01/07/2015 Common Stock 9,355 9,355 D
Explanation of Responses:
1. Shares purchased through Issuer's Employee Stock Purchase Plan.
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:
This Amended Form 4 is being filed to correctly reflect the Date of the Earliest Transaction Required to be Reported as 08/09/05 in Box 3 of the Issuer Reporting Person Section.
Michelle P. Goolsby 08/12/2005
** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.