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^*

HARDIN JOSEPH S JR

(Last)

(First)

(Middle)

820 PICACHO LANE

(Street)

SANTA BARBARA

93108

(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)
08/05/2005

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)
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	06/30/2005		M	V	157⁽¹⁾	A	$0	43,602	D
Common Stock	06/30/2005		M	V	157⁽²⁾	A	$0	43,759	D
Common Stock	08/05/2005		P		250	A	$35.42	250	I	by Trust. The reporting person is the trustee, and his sister is the trust beneficiary.
Common Stock								2,100	I	by Trust

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)	$16.5024⁽³⁾							06/30/1998⁽⁴⁾	06/30/2008	Common Stock	22,500		22,500	D
Non-Qualified Stock Option (right to buy)	$16.5024⁽³⁾							06/30/1998⁽⁴⁾	06/30/2008	Common Stock	4,146		4,146⁽³⁾	D
Non-Qualified Stock Option (right to buy)	$11.7864⁽³⁾							06/30/1999⁽⁴⁾	06/30/2009	Common Stock	9,500		9,500	D
Non-Qualified Stock Option (right to buy)	$11.7864⁽³⁾							06/30/1999⁽⁴⁾	06/30/2009	Common Stock	1,751		1,751⁽³⁾	D
Non-Qualified Stock Option (right to buy)	$13.7567⁽³⁾							06/30/2000⁽⁴⁾	06/30/2010	Common Stock	22,500		22,500	D
Non-Qualified Stock Option (right to buy)	$13.7567⁽³⁾							06/30/2000⁽⁴⁾	06/30/2010	Common Stock	4,146		4,146⁽³⁾	D
Non-Qualified Stock Option (right to buy)	$14.9459⁽³⁾							06/29/2001⁽⁴⁾	06/29/2011	Common Stock	22,500		22,500	D
Non-Qualified Stock Option (right to buy)	$14.9459⁽³⁾							06/29/2001⁽⁴⁾	06/29/2011	Common Stock	4,146		4,146⁽³⁾	D
Non-Qualified Stock Option (right to buy)	$20.9186⁽³⁾							07/01/2002⁽⁴⁾	07/01/2012	Common Stock	22,500		22,500	D
Non-Qualified Stock Option (right to buy)	$20.9186⁽³⁾							07/01/2002⁽⁴⁾	07/01/2012	Common Stock	4,146		4,146⁽³⁾	D
Non-Qualified Stock Option (right to buy)	$26.5986⁽³⁾							06/30/2003⁽⁴⁾	06/30/2013	Common Stock	7,500		7,500	D
Non-Qualified Stock Option (right to buy)	$26.5986⁽³⁾							06/30/2003⁽⁴⁾	06/30/2013	Common Stock	1,382		1,382⁽³⁾	D
Non-Qualified Stock Option (right to buy)	$31.5046⁽³⁾							06/30/2004⁽⁴⁾	06/30/2014	Common Stock	7,500		7,500	D
Non-Qualified Stock Option (right to buy)	$31.5046⁽³⁾							06/30/2004⁽⁴⁾	06/30/2014	Common Stock	1,382		1,382⁽³⁾	D
Non-Qualified Stock Option (right to buy)	$35.24							06/30/2005⁽⁴⁾	06/30/2015	Common Stock	7,500		7,500	D
Deferred Stock Units	$0							06/30/2004⁽⁵⁾	06/30/2013	Common Stock	850		850	D
Deferred Stock Units	$0	06/30/2005		M	V		157	06/30/2004⁽⁵⁾	06/30/2013	Common Stock	157⁽¹⁾	$0	156⁽¹⁾	D
Deferred Stock Units	$0							06/30/2005⁽⁵⁾	06/30/2014	Common Stock	1,700		1,700	D
Deferred Stock Units	$0	06/30/2005		M	V		157	06/30/2005⁽⁵⁾	06/30/2014	Common Stock	157⁽²⁾	$0	313⁽²⁾	D
Restricted Stock Units	$0							06/30/2006⁽⁶⁾	06/30/2015	Common Stock	2,550		2,550	D

Explanation of Responses:

1. Represents shares of common stock of the Issuer vested on the second annual vesting date of a 06/30/2003 award of Deferred Stock Units ("DSUs"). Due to the spin-off of the Issuer's Specialty Foods Division on June 27, 2005, the reporting person's number of DSUs has been adjusted to restore the post-spin value of the award to the pre-spin value of the award.

2. Represents shares of common stock of the Issuer vested on the first annual vesting date of a 06/30/2004 award of Deferred Stock Units ("DSUs"). Due to the spin-off of the Issuer's Specialty Foods Division on June 27, 2005, the reporting person's number of DSUs has been adjusted to restore the post-spin value of the award to the pre-spin value of the award.

3. Due to the spin-off of the Issuer's Specialty Foods Division on June 27, 2005, the option price has been adjusted to reflect the post-spin value of the option, and the reporting person has received additional options so the post-spin value of the option award is the same as the pre-spin value of the option award.

4. The options were granted automatically 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 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.

6. The reporting person has received an award of Restricted Stock Units ("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:

	Joseph S. Hardin, Jr.	07/09/2005
	** 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).
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