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^*

GOOLSBY MICHELLE P

(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)

	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)
11/09/2007

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	11/09/2007		M		7,921	A	$9.3853	62,145.155⁽¹⁾	D
Common Stock	11/09/2007		S		3,000⁽²⁾	D	$27.25	59,145.155⁽¹⁾	D
Common Stock	11/09/2007		S		4,921⁽²⁾	D	$27.5	54,224.155⁽¹⁾	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)
Restricted Stock Units (DU003751)	$0							01/13/2007⁽³⁾	01/13/2016	Common Stock	14,400		14,400	D
Restricted Stock Units (DV005427)	$0							01/07/2006⁽³⁾	01/07/2015	Common Stock	6,760		6,760	D
Restricted Stock Units (DU003835)	$0							02/12/2008⁽³⁾	02/12/2017	Common Stock	18,000		18,000	D
Restricted Stock Units (DV005222)	$0							02/12/2008⁽³⁾	02/12/2017	Common Stock	8,451		8,451	D
Incentive Stock Option (right to buy - DF002193)	$14.2466							01/06/2004⁽⁴⁾	01/06/2013	Common Stock	4,032		4,032	D
Incentive Stock Option (right to buy - DV001372)	$14.2466							01/06/2004⁽⁴⁾	01/06/2013	Common Stock	1,893		1,893	D
Incentive Stock Option (right to buy - T0001053)	$14.2466							01/06/2004⁽⁴⁾	01/06/2013	Common Stock	743		743	D
Incentive Stock Option (right to buy - DV001371)	$14.2466							01/06/2004⁽⁴⁾	01/06/2013	Common Stock	349		349	D
Incentive Stock Option (right to buy - DF003308)	$17.9107							01/13/2005⁽⁴⁾	01/13/2014	Common Stock	1,070		1,070	D
Incentive Stock Option (right to buy - DV001376)	$17.9107							01/13/2005⁽⁴⁾	01/13/2014	Common Stock	502		502	D
Incentive Stock Option (right to buy - T0001773)	$17.9107							01/13/2005⁽⁴⁾	01/13/2014	Common Stock	197		197	D
Incentive Stock Option (right to buy - DV001369)	$17.9107							01/13/2005⁽⁴⁾	01/13/2014	Common Stock	92		92	D
Incentive Stock Option (right to buy - DF902436)	$18.3014							01/07/2006⁽⁴⁾	01/07/2015	Common Stock	5,232		5,232	D
Incentive Stock Option (right to buy - DV001378)	$18.3014							01/07/2006⁽⁴⁾	01/07/2015	Common Stock	2,456		2,456	D
Incentive Stock Option (right to buy - T0001371)	$18.3014							01/07/2006⁽⁴⁾	01/07/2015	Common Stock	643		643	D
Incentive Stock Option (right to buy - DV001370)	$18.3014							01/07/2006⁽⁴⁾	01/07/2015	Common Stock	302		302	D
Incentive Stock Option (right to buy - DF004890)	$25.6821							01/13/2007⁽⁴⁾	01/13/2016	Common Stock	2,878		2,878	D
Incentive Stock Option (right to buy - DV001364)	$25.6821							01/13/2007⁽⁴⁾	01/13/2016	Common Stock	1,351		1,351	D
Incentive Stock Option (right to buy DF005341)	$30.1121							02/12/2008⁽⁴⁾	02/12/2017	Common Stock	2,259		2,259	D
Incentive Stock Option (right to buy DF005341)	$30.1121							02/12/2008⁽⁴⁾	02/12/2017	Common Stock	1,061		1,061	D
Non-Qualified Stock Option (right to buy - DV001358)	$9.3853	11/09/2007		M			1,921	07/31/1999⁽⁴⁾	07/31/2008	Common Stock	1,921	$0	0	D
Non-Qualified Stock Option (right to buy - DV001359)	$9.3853	11/09/2007		M			6,000	07/31/1999⁽⁴⁾	07/31/2008	Common Stock	6,000	$0	0	D
Non-Qualified Stock Option (right to buy - SF002265)	$8.2601							01/22/2002⁽⁴⁾	01/22/2011	Common Stock	90,600		90,600	D
Non-Qualified Stock Option (right to buy - DV005126)	$8.2601							01/22/2002⁽⁴⁾	01/22/2011	Common Stock	42,537		42,537	D

Explanation of Responses:

1. Includes 10,525 shares common stock of Issuer, for which the reporting person has opted to defer receipt until a future date, under the Issuer's Executive Deferred Compensation Plan.

2. Sales are pursuant to a 10b5-1 Sales Plan dated October 8, 2007, 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 of Issuer.

3. 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.

4. 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 ADDITIONAL FORM 4 FILED ON THIS SAME DATE.

	Michelle P. Goolsby	11/13/2007
	** 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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