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^*

DAVIS TOM C

(Last)

(First)

(Middle)

500 CRESCENT COURT

SUITE 270

(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)
06/29/2008

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	06/29/2008		M		850⁽¹⁾	A	$0	27,235	D
Common Stock	06/30/2008		A		1,163⁽²⁾	A	$0	28,398	D
Common Stock	06/30/2008		M		850⁽³⁾	A	$0	29,248	D
Common Stock	06/30/2008		M		399⁽³⁾	A	$0	29,647	D
Common Stock	06/30/2008		M		850⁽⁴⁾	A	$0	30,497	D
Common Stock	06/30/2008		M		399⁽⁴⁾	A	$0	30,896	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)
Non-Qualified Stock Option (right to buy SF002502)	$10.1707							06/29/2001⁽⁵⁾	06/29/2011	Common Stock	22,500		22,500	D
Non-Qualified Stock Option (right to buy DV000783)	$10.1707							06/29/2001⁽⁵⁾	06/29/2011	Common Stock	10,564		10,564	D
Non-Qualified Stock Option (right to buy T0000644)	$10.1707							06/29/2001⁽⁵⁾	06/29/2011	Common Stock	4,146		4,146	D
Non-Qualified Stock Option (right to buy DV000785)	$10.1707							06/29/2001⁽⁵⁾	06/29/2011	Common Stock	1,947		1,947	D
Non-Qualified Stock Option (right to buy DF002165)	$14.2351							07/01/2002⁽⁵⁾	07/01/2012	Common Stock	22,500		22,500	D
Non-Qualified Stock Option (right to buy DV000790)	$14.2351							07/01/2002⁽⁵⁾	07/01/2012	Common Stock	10,564		10,564	D
Non-Qualified Stock Option (right to buy T0000653)	$14.2351							07/01/2002⁽⁵⁾	07/01/2012	Common Stock	4,146		4,146	D
Non-Qualified Stock Option (right to buy DV000791)	$14.2351							07/01/2002⁽⁵⁾	07/01/2012	Common Stock	1,947		1,947	D
Non-Qualified Stock Option (right to buy DF002875)	$18.1003							06/30/2003⁽⁵⁾	06/30/2013	Common Stock	7,500		7,500	D
Non-Qualified Stock Option (right to buy DV000789)	$18.1003							06/30/2003⁽⁵⁾	06/30/2013	Common Stock	3,521		3,521	D
Non-Qualified Stock Option (right to buy T0000782)	$18.1003							06/30/2003⁽⁵⁾	06/30/2013	Common Stock	1,382		1,382	D
Non-Qualified Stock Option (right to buy DV000784)	$18.1003							06/30/2003⁽⁵⁾	06/30/2013	Common Stock	649		649	D
Non-Qualified Stock Option (right to buy DF003663)	$21.4389							06/30/2004⁽⁵⁾	06/30/2014	Common Stock	7,500		7,500	D
Non-Qualified Stock Option (right to buy DV000788)	$21.4389							06/30/2004⁽⁵⁾	06/30/2014	Common Stock	3,521		3,521	D
Non-Qualified Stock Option (right to buy T0000792)	$21.4389							06/30/2004⁽⁵⁾	06/30/2014	Common Stock	1,382		1,382	D
Non-Qualified Stock Option (right to buy DV000787)	$21.4389							06/30/2004⁽⁵⁾	06/30/2014	Common Stock	649		649	D
Non-Qualified Stock Option (right to buy DF905917)	$23.9808							06/30/2005⁽⁵⁾	06/30/2015	Common Stock	7,500		7,500	D
Non-Qualified Stock Option (right to buy DV000786)	$23.9808							06/30/2005⁽⁵⁾	06/30/2015	Common Stock	3,521		3,521	D
Non-Qualified Stock Option (right to buy DF005290)	$25.3078							06/30/2006⁽⁵⁾	06/30/2016	Common Stock	7,500		7,500	D
Non-Qualified Stock Option (right to buy DV000792)	$25.3078							06/30/2006⁽⁵⁾	06/30/2016	Common Stock	3,521		3,521	D
Non-Qualified Stock Option (right to buy DF005995)	$31.87							06/29/2007⁽⁵⁾	06/29/2017	Common Stock	7,500		7,500	D
Non-Qualified Stock Option (right to buy)	$19.62	06/30/2008		A		7,500		06/30/2008⁽⁶⁾	06/30/2018	Common Stock	7,500	$0	7,500	D
Restricted Stock Units (DF905928)	$0	06/30/2008		M			850⁽³⁾	06/30/2006⁽⁷⁾	06/30/2015	Common Stock	850	$0	0	D
Restricted Stock Units (DV005398)	$0	06/30/2008		M			399⁽³⁾	06/30/2006⁽⁷⁾	06/30/2015	Common Stock	399	$0	0	D
Restricted Stock Units (DU003816)	$0	06/30/2008		M			850⁽⁴⁾	06/30/2007⁽⁷⁾	06/30/2016	Common Stock	850	$0	850	D
Restricted Stock Units (DV005202)	$0	06/30/2008		M			399⁽⁴⁾	06/30/2007⁽⁷⁾	06/30/2016	Common Stock	399	$0	399	D
Restricted Stock Units (DU003927)	$0	06/29/2008		M			850⁽¹⁾	06/29/2008⁽⁷⁾	06/29/2017	Common Stock	850	$0	1,700	D
Restricted Stock Units	$0	06/30/2008		A		2,550		06/30/2009⁽⁷⁾	06/30/2018	Common Stock	2,550	$0	2,550	D

Explanation of Responses:

1. Represents shares of common stock of the Issuer vested on the first annual vesting date of a 06/29/2007 award of Restricted Stock Units ("RSUs").

2. These are restricted shares issued under the Issuer's 2007 Stock Incentive Plan in payment of fees owed for services as an independent director. All such shares are subject to vesting in three equal increments, with the first vesting occurring as of the date the shares were issued and then annually thereafter.

3. Represents shares of common stock of the Issuer vested on the third annual vesting date of a 06/30/2005 award of RSUs.

4. Represents shares of common stock of the Issuer vested on the second annual vesting date of a 06/30/2006 award of RSUs.

5. 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.

6. The options were granted automatically under the Issuer's 2007 Stock Incentive Plan, and are fully vested and immediately exercisable upon grant.

7. The reporting person has received an award of 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:

	Katherine K. Connell, Attorney-In-Fact	07/02/2008
	** 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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