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^*

FROMBERG BARRY A

(Last)

(First)

(Middle)

2515 MCKINNEY AVENUE, LB 30, 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)
	Executive Vice President

3. Date of Earliest Transaction (Month/Day/Year)
03/03/2006

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	03/03/2006		M		5,918	A	$26.3199	49,230.001	D
Common Stock	03/03/2006		M		2,874	A	$26.3199	52,104.001	D
Common Stock	03/03/2006		M		1,069	A	$26.3199	53,173.001	D
Common Stock	03/03/2006		M		197	A	$26.3199	53,370.001	D
Common Stock	03/03/2006⁽¹⁾		S		10,058	D	$38	43,321.001	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 (DU000093)⁽²⁾	$0							01/13/2005	01/13/2014	Common Stock	9,600		9,600	D
Deferred Stock Units (TU905827)⁽²⁾	$0							01/13/2005	01/13/2014	Common Stock	1,769		1,769	D
Restricted Stock Units (DF902033)⁽²⁾	$0							01/07/2006	01/07/2015	Common Stock	16,400		16,400	D
Restricted Stock Units (TU905726)⁽²⁾	$0							01/07/2006	01/07/2015	Common Stock	3,022		3,022	D
Incentive Stock Option (right to buy - DF002195)⁽³⁾	$20.9355							01/06/2004	01/06/2013	Common Stock	4,032		4,032	D
Incentive Stock Option (right to buy - T0001047)⁽³⁾	$20.9355							01/06/2004	01/06/2013	Common Stock	743		743	D
Incentive Stock Option (right to buy - DF003306)⁽³⁾	$26.3199							01/13/2005	01/13/2014	Common Stock	1,070		1,070	D
Incentive Stock Option (right to buy - T0001768)⁽³⁾	$26.3199							01/13/2005	01/13/2014	Common Stock	197		197	D
Incentive Stock Option (right to buy - DF902167)⁽³⁾	$26.8941							01/07/2006	01/07/2015	Common Stock	5,232		5,232	D
Incentive Stock Option (right to buy - T0001365)⁽³⁾	$26.8941							01/07/2006	01/07/2015	Common Stock	643		643	D
Non-Qualified Stock Option (right to buy - T0000579)⁽³⁾	$13.7918							07/31/1999	07/31/2008	Common Stock	3,569		3,569	D
Non-Qualified Stock Option (right to buy - T0000608)⁽³⁾	$13.7918							07/31/1999	07/31/2008	Common Stock	11,569		11,569	D
Non-Qualified Stock Option (right to buy - T0000499)⁽³⁾	$12.1383							01/22/2002	01/22/2011	Common Stock	45		45	D
Non-Qualified Stock Option (right to buy - T0003349)⁽³⁾	$12.1383							01/22/2002	01/22/2011	Common Stock	8		8	D
Non-Qualified Stock Option (right to buy - DF001332)⁽³⁾	$17.1835							01/14/2003	01/14/2012	Common Stock	18		18	D
Non-Qualified Stock Option (right to buy - DF003307)⁽³⁾	$26.3199	03/03/2006		M			5,918	01/13/2005	01/13/2014	Common Stock	5,918	$0	31,194	D
Non-Qualified Stock Option (right to buy - TU000197)⁽³⁾	$26.3199	03/03/2006		M			1,069	01/13/2005	01/13/2014	Common Stock	1,069	$0	1,070	D
Non-Qualified Stock Option (right to buy - T0000695)⁽³⁾	$26.3199	03/03/2006		M			2,874	01/13/2005	01/13/2014	Common Stock	2,874	$0	5,748	D
Non-Qualified Stock Option (right to buy - TU000198)⁽³⁾	$26.3199	03/03/2006		M			197	01/13/2005	01/13/2014	Common Stock	197	$0	197	D
Non-Qualified Stock Option (right to buy - DF902168)⁽³⁾	$26.8941							01/07/2006	01/07/2015	Common Stock	32,101		32,101	D
Non-Qualified Stock Option (right to buy - T0000699)⁽³⁾	$26.8941							01/07/2006	01/07/2015	Common Stock	9,355		9,355	D

Explanation of Responses:

1. Sales are pursuant to a 10b5-1 Sales Plan dated November 7, 2005, 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 $01 per share.

2. A Stock Unit, which is issued under the Company's 1989 Stock Awards Plan, is a right to receive one share of Common Stock of the Issuer in the future, subject to the terms and conditions of the award agreement. The units vest annually, on a prorata basis, over a five-year period beginning on the first anniversary date of grant, subject to certain accelerated vesting provisions.

3. 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:

	Barry A. Fromberg	03/03/2006
	** 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.
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.