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*
MUSE JOHN R
(Last) (First) (Middle)
200 CRESCENT COURT, SUITE 1600
(Street)
DALLAS TX 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)
06/30/2005
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)
Code V Amount (A) or (D) Price
Common Stock 06/30/2005 A 487 A $0(1) 239,781 D
Common Stock 06/30/2005 M 850(5) A $0 240,631 D
Common Stock 06/30/2005 M 850(6) A $0 241,481 D
Common Stock 300 I by Father-in-Law(2)
Common Stock 300 I by Mother(2)
Common Stock 300 I by Mother-in-Law(2)
Common Stock 2,550 I by Spouse(2)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Non-Qualified Stock Option (right to buy) $19.5433 06/30/1998(3) 06/30/2008 Common Stock 22,500 22,500 D
Non-Qualified Stock Option (right to buy) $13.9583 06/30/1999(3) 06/30/2009 Common Stock 22,500 22,500 D
Non-Qualified Stock Option (right to buy) $16.2917 06/30/2000(3) 06/30/2010 Common Stock 22,500 22,500 D
Non-Qualified Stock Option (right to buy) $17.7 06/29/2001(3) 06/29/2011 Common Stock 22,500 22,500 D
Non-Qualified Stock Option (right to buy) $24.7733 07/01/2002(3) 07/01/2012 Common Stock 22,500 22,500 D
Non-Qualified Stock Option (right to buy) $31.5 06/30/2003(3) 06/30/2013 Common Stock 7,500 7,500 D
Non-Qualified Stock Option (right to buy) $37.31 06/30/2004(3) 06/30/2014 Common Stock 7,500 7,500 D
Non-Qualified Stock Option (right to buy) $35.24 06/30/2005 A 7,500 06/30/2005(3) 06/30/2015 Common Stock 7,500 $0 7,500 D
Deferred Stock Units $0 06/30/2005 M 850 06/30/2004(4) 06/30/2013 Common Stock 850(5) $0 850 D
Deferred Stock Units $0 06/30/2005 M 850 06/30/2005(4) 06/30/2014 Common Stock 850(6) $0 1,700 D
Deferred Stock Units $0 06/30/2005 A 2,550 06/30/2006(4) 06/30/2014 Common Stock 2,550 $0 2,550 D
Explanation of Responses:
1. These are restricted shares issued under Dean's 1997 Stock Option and Restricted Stock Plan in payment of fees owed for services as an independent director. All such shares are subject to a 3-year vesting period, with the first vesting occurring as of the date the shares were issued.
2. Mr. Muse disclaims beneficial ownership of all shares not directly owned by him.
3. 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.
4. The reporting person has received an award of Deferred Stock Units ("DSUs") which is a right to receive shares of common stock of the Issuer in the future, subject to the terms and conditions of the DSU Award Agreement. The DSUs vest annually, on a prorata basis, over a three year period beginning on the first anniversary date of the grant.
5. Represents shares of common stock of the Issuer vested on the second annual vesting date of a 06/30/2003 award of DSUs.
6. Represents shares of common stock of the Issuer vested on the first annual vesting date of a 06/30/2004 award of DSUs.
Remarks:
John R. Muse 07/05/2005
** 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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