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^*

MUSE JOHN R

(Last)

(First)

(Middle)

200 CRESCENT COURT, SUITE 1600

(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
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/29/2006

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	09/29/2006		A		544	A	$0⁽¹⁾	247,173	D
Common Stock								300	I	by Father-in-Law⁽²⁾
Common Stock								300	I	by Mother⁽²⁾
Common Stock								300	I	by Mother-in-Law⁽²⁾
Common Stock								2,550	I	by Spouse⁽²⁾

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-SI000779)	$16.5024							06/30/1998⁽³⁾	06/30/2008	Common Stock	22,500		22,500	D
Non-Qualified Stock Option (right to buy-TO000726)	$16.5024							06/27/2005⁽³⁾	06/30/2008	Common Stock	4,146		4,146	D
Non-Qualified Stock Option (right to buy-SI001314)	$11.7864							06/30/1999⁽³⁾	06/30/2009	Common Stock	22,500		22,500	D
Non-Qualified Stock Option (right to buy-TO000634)	$11.7864							06/27/2005⁽³⁾	06/30/2009	Common Stock	4,146		4,146	D
Non-Qualified Stock Option (right to buy-SI001803)	$13.7567							06/30/2000⁽³⁾	06/30/2010	Common Stock	22,500		22,500	D
Non-Qualified Stock Option (right to buy-TO000639)	$13.7567							06/27/2005⁽³⁾	06/30/2010	Common Stock	4,146		4,146	D
Non-Qualified Stock Option (right to buy-SF002505)	$14.9459							06/29/2001⁽³⁾	06/29/2011	Common Stock	22,500		22,500	D
Non-Qualified Stock Option (right to buy-TO000645)	$14.9459							06/27/2005⁽³⁾	06/29/2011	Common Stock	4,146		4,146	D
Non-Qualified Stock Option (right to buy-DF002170)	$20.9186							07/01/2002⁽³⁾	07/01/2012	Common Stock	22,500		22,500	D
Non-Qualified Stock Option (right to buy-TO000654)	$20.9186							06/27/2005⁽³⁾	07/01/2012	Common Stock	4,146		4,146	D
Non-Qualified Stock Option (right to buy-DF002880)	$26.5986							06/30/2003⁽³⁾	06/30/2013	Common Stock	7,500		7,500	D
Non-Qualified Stock Option (right to buy-TO000784)	$26.5986							06/27/2005⁽³⁾	06/30/2013	Common Stock	1,382		1,382	D
Non-Qualified Stock Option (right to buy-DF003669)	$31.5046							06/30/2004⁽³⁾	06/30/2014	Common Stock	7,500		7,500	D
Non-Qualified Stock Option (right to buy-TO000794)	$31.5046							06/27/2005⁽³⁾	06/30/2014	Common Stock	1,382		1,382	D
Non-Qualified Stock Option (right to buy-DF905923)	$35.24							06/30/2005⁽³⁾	06/30/2015	Common Stock	7,500		7,500	D
Non-Qualified Stock Option (right to buy-DF005296)	$37.19							06/30/2006⁽³⁾	06/30/2016	Common Stock	7,500		7,500	D
Deferred Stock Units (DU000113)	$0							06/30/2005⁽⁴⁾	06/30/2014	Common Stock	850		850	D
Deferred Stock Units (TU905761)	$0							06/27/2005⁽⁴⁾	06/30/2014	Common Stock	156		156	D
Restricted Stock Units (DF905934)	$0							06/30/2006⁽⁴⁾	06/30/2014	Common Stock	1,700		1,700	D
Restricted Stock Units (DU003822)	$0							06/30/2007⁽⁴⁾	06/30/2016	Common Stock	2,550		2,550	D

Explanation of Responses:

1. These are restricted shares issued under Dean's 1997 Stock Option and Restricted Stock Plan in payment of fees owed for services as an independent director. All such shares are subject to vesting in three increments, with the first vesting occurring as of the date the shares were issued.

2. Mr. Muse disclaims beneficial ownership of all shares not directly owned by him.

3. The options were automatically granted under the Issuer's 1997 Amended and Restated Stock Option and Restricted Stock Plan, and are fully vested and immediately exercisable upon grant.

4. The reporting person has received an award of Restricted Stock Units ("RSUs") which is a right to receive shares of common stock of the Issuer in the future, subject to the terms and conditions of the RSU Award Agreement. The RSUs vest annually, on a prorata basis, over a three year period beginning on the first anniversary date of the grant.

Remarks:

	John R. Muse	10/03/2006
	** 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).
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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