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^*

GREEN STEPHEN L

(Last)

(First)

(Middle)

285 RIVERSIDE AVENUE

SUITE 250

(Street)

WESTPORT

06880

(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)
09/30/2008

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	09/30/2008		A		1,637⁽¹⁾	A	$0	101,184⁽²⁾⁽³⁾	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 SI001316)	$8.0206							06/30/1999⁽⁴⁾	06/30/2009	Common Stock	22,500		22,500	D
Non-Qualified Stock Option (right to buy DV001426)	$8.0206							06/30/1999⁽⁴⁾	06/30/2009	Common Stock	10,564		10,564	D
Non-Qualified Stock Option (right to buy T0000632)	$8.0206							06/30/1999⁽⁴⁾	06/30/2009	Common Stock	4,146		4,146	D
Non-Qualified Stock Option (right to buy DV001443)	$8.0206							06/30/1999⁽⁴⁾	06/30/2009	Common Stock	1,947		1,947	D
Non-Qualified Stock Option (right to buy SI001801)	$9.3614							06/30/2000⁽⁴⁾	06/30/2010	Common Stock	22,500		22,500	D
Non-Qualified Stock Option (right to buy DV001436)	$9.3614							06/30/2000⁽⁴⁾	06/30/2010	Common Stock	10,564		10,564	D
Non-Qualified Stock Option (right to buy T0000636)	$9.3614							06/30/2000⁽⁴⁾	06/30/2010	Common Stock	4,146		4,146	D
Non-Qualified Stock Option (right to buy DV001431)	$9.3614							06/30/2000⁽⁴⁾	06/30/2010	Common Stock	1,947		1,947	D
Non-Qualified Stock Option (right to buy SF002503)	$10.1707							06/29/2001⁽⁴⁾	06/29/2011	Common Stock	22,500		22,500	D
Non-Qualified Stock Option (right to buy DV001433)	$10.1707							06/29/2001⁽⁴⁾	06/29/2011	Common Stock	10,564		10,564	D
Non-Qualified Stock Option (right to buy T0000641)	$10.1707							06/29/2001⁽⁴⁾	06/29/2011	Common Stock	4,146		4,146	D
Non-Qualified Stock Option (right to buy DV001428)	$10.1707							06/29/2001⁽⁴⁾	06/29/2011	Common Stock	1,947		1,947	D
Non-Qualified Stock Option (right to buy DF002166)	$14.2351							07/01/2002⁽⁴⁾	07/01/2012	Common Stock	22,500		22,500	D
Non-Qualified Stock Option (right to buy DV001437)	$14.2351							07/01/2002⁽⁴⁾	07/01/2012	Common Stock	10,564		10,564	D
Non-Qualified Stock Option (right to buy T0000647)	$14.2351							07/01/2002⁽⁴⁾	07/01/2012	Common Stock	4,146		4,146	D
Non-Qualified Stock Option (right to buy DV001427)	$14.2351							07/01/2002⁽⁴⁾	07/01/2012	Common Stock	1,947		1,947	D
Non-Qualified Stock Option (right to buy DF002876)	$18.1003							06/30/2003⁽⁴⁾	06/30/2013	Common Stock	7,500		7,500	D
Non-Qualified Stock Option (right to buy DV001438)	$18.1003							06/30/2003⁽⁴⁾	06/30/2013	Common Stock	3,521		3,521	D
Non-Qualified Stock Option (right to buy T0000813)	$18.1003							06/30/2003⁽⁴⁾	06/30/2013	Common Stock	1,382		1,382	D
Non-Qualified Stock Option (right to buy DV001439)	$18.1003							06/30/2003⁽⁴⁾	06/30/2013	Common Stock	649		649	D
Non-Qualified Stock Option (right to buy DF003664)	$21.4389							06/30/2004⁽⁴⁾	06/30/2014	Common Stock	7,500		7,500	D
Non-Qualified Stock Option (right to buy DV001442)	$21.4389							06/30/2004⁽⁴⁾	06/30/2014	Common Stock	3,521		3,521	D
Non-Qualified Stock Option (right to buy T0000786)	$21.4389							06/30/2004⁽⁴⁾	06/30/2014	Common Stock	1,382		1,382	D
Non-Qualified Stock Option (right to buy DV001440)	$21.4389							06/30/2004⁽⁴⁾	06/30/2014	Common Stock	649		649	D
Non-Qualified Stock Option (right to buy DF905918)	$23.9808							06/30/2005⁽⁴⁾	06/30/2015	Common Stock	7,500		7,500	D
Non-Qualified Stock Option (right to buy DV001429)	$23.9808							06/30/2005⁽⁴⁾	06/30/2015	Common Stock	3,521		3,521	D
Non-Qualified Stock Option (right to buy DF005291)	$25.3078							06/30/2006⁽⁴⁾	06/30/2016	Common Stock	7,500		7,500	D
Non-Qualified Stock Option (right to buy DV001430)	$25.3078							06/30/2006⁽⁴⁾	06/30/2016	Common Stock	3,521		3,521	D
Non-Qualified Stock Option (right to buy DF005996)	$31.87							06/29/2007⁽⁴⁾	06/29/2017	Common Stock	7,500		7,500	D
Non-Qualified Stock Option (right to buy)	$19.62							06/30/2008⁽⁵⁾	06/30/2018	Common Stock	7,500		7,500	D

Explanation of Responses:

1. 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.

2. Includes 4,438 shares of Restricted Stock Units ("RSUs") which have vested and for which the reporting person has opted to defer receipt until a future date.

3. Since the date of the reporting person's last Form 4, he has transferred shares of Issuer's stock to his spouse pursuant to a Separation Agreement, as follows: 8,909 shares were transferred on 09/03/08 and 15,000 shares were transferred on 09/24/08. The reporting person no longer reports as beneficially owned any securities owned by his spouse.

4. 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.

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

Remarks:

CONTINUED ON ADDITIONAL FORM 4 FILED ON THIS SAME DATE.

	Katherine K. Connell, Attorney-In-Fact	10/02/2008
	** 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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