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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

MARCY CHARLES F

(Last)

(First)

(Middle)

6311 HORIZON LANE

(Street)

LONGMONT

80503

(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)
	President-Horizon Organic		Holding Corporation

3. Date of Earliest Transaction (Month/Day/Year)
03/10/2004

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	02/27/2004		J⁽¹⁾	V	62.533	A	$30.8635	35,460.533	D
Common Stock	03/10/2004		M	V	18,253	A	$9.6055	53,713.533	D
Common Stock	03/10/2004		S		18,253	D	$36.4	35,460.533	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)
Incentive Stock Option (right to buy)⁽²⁾	$10.1014							01/02/2004	01/03/2005	Common Stock	9,126		9,126	D
Incentive Stock Option (right to buy)⁽²⁾	$17.299							01/02/2004	01/29/2013	Common Stock	5,780		5,780	D
Incentive Stock Option (right to buy)⁽²⁾	$19.8603							01/02/2004	01/30/2012	Common Stock	6,491		6,491	D
Non-Qualified Stock Option (right to buy)⁽²⁾	$6.7628							01/02/2004	01/31/2006	Common Stock	58,408		58,408	D
Non-Qualified Stock Option (right to buy)⁽²⁾	$9.6055	03/10/2004		M	V		18,253	01/02/2004	11/29/2004	Common Stock	18,253	$9.6055	0	D
Non-Qualified Stock Option (right to buy)⁽²⁾	$10.1014							01/02/2004	01/03/2005	Common Stock	27,378		27,378	D
Non-Qualified Stock Option (right to buy⁽²⁾	$11.2998							01/02/2004	11/29/2004	Common Stock	74,116		74,116	D
Non-Qualified Stock Option (right to buy)⁽²⁾	$17.299							01/02/2004	01/29/2013	Common Stock	38,025		38,025	D
Non-Qualified Stock Option (right to buy)⁽²⁾	$19.8603							01/02/2004	01/30/2012	Common Stock	3,971		3,971	D
Non-Qualified Stock Option (right to buy)⁽²⁾	$19.8603							01/02/2004	01/30/2012	Common Stock	55,246		55,246	D

Explanation of Responses:

1. Shares purchased through Issuer's Employee Stock Purchase Plan.

2. The shares of common stock subject to the option are fully vested and immediately exercisable.

Remarks:

	Charles F. Marcy	03/12/2004
	** 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.