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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* SCHENKEL PETE (Last) (First) (Middle) 2515 MCKINNEY AVENUE, LB 30, SUITE 1200 (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 X Officer (give title below) Other (specify below) President, Dean Dairy Group
	3. Date of Earliest Transaction (Month/Day/Year) 07/07/2005
	4. If Amendment, Date of Original Filed (Month/Day/Year) 07/11/2005	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	07/07/2005		M		47,036(1)	A	$0	176,328.07	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Deferred Stock Units(2)	$0	07/07/2005		M			54,000(1)	01/07/2004	01/07/2013	Common Stock	54,000	$0	0	D
Deferred Stock Units(2)	$0	07/07/2005		M	V		9,951(1)(3)	01/07/2004	01/07/2013	Common Stock	9,951	$0	0	D
Deferred Stock Units(2)	$0							01/13/2005	01/13/2014	Common Stock	28,000(3)		28,000	D
Deferred Stock Units(2)	$0							01/13/2005	01/13/2014	Common Stock	5,160(3)		5,160	D
Restricted Stock Units(2)	$0							01/10/2006	01/10/2015	Common Stock	26,000(3)		26,000	D
Restricted Stock Units(2)	$0							01/10/2006	01/10/2015	Common Stock	4,791(3)		4,791	D
Incentive Stock Option (right to buy)(4)	$20.9355(5)							01/06/2004	01/06/2013	Common Stock	4,032(5)		4,032	D
Incentive Stock Option (right to buy)(2)	$20.9355(5)							01/06/2004	01/06/2013	Common Stock	743(5)		743	D
Incentive Stock Option (right to buy)(4)	$26.3199(5)							01/13/2005	01/13/2004	Common Stock	2,139(5)		2,139	D
Incentive Stock Option (right to buy)(4)	$26.3199(5)							01/13/2005	01/13/2014	Common Stock	394(5)		394	D
Incentive Stock Option (right to buy)(4)	$26.8941(5)							01/07/2006	01/07/2015	Common Stock	5,232(5)		5,232	D
Incentive Stock Option (right to buy)(4)	$26.8941(5)							01/07/2006	01/07/2015	Common Stock	964(5)		964	D
Non-Qualified Stock Option (right to buy)(4)	$10.5374(5)							01/04/2001	01/04/2010	Common Stock	99,500(5)		99,500	D
Non-Qualified Stock Option (right to buy)(4)	$10.5374(5)							01/04/2001	01/04/2010	Common Stock	18,335(5)		18,335	D
Non-Qualified Stock Option (right to buy)(4)	$12.1383(5)							01/22/2002	01/22/2011	Common Stock	293,025(5)		293,025	D
Non-Qualified Stock Option (right to buy)(4)	$12.1383(5)							01/22/2002	01/22/2011	Common Stock	53,997(5)		53,997	D
Non-Qualified Stock Option (right to buy)(4)	$17.1835(5)							01/14/2003	01/14/2012	Common Stock	295,086(5)		295,086	D
Non-Qualified Stock Option (right to buy)(4)	$17.1835(5)							01/14/2003	01/14/2012	Common Stock	54,375(5)		54,375	D
Non-Qualified Stock Option (right to buy)(4)	$17.1835(5)							01/14/2003	01/14/2012	Common Stock	195,000(5)		195,000	D
Non-Qualified Stock Option (right to buy)(4)	$17.1835(5)							01/14/2003	01/14/2012	Common Stock	35,932(5)		35,932	D
Non-Qualified Stock Option (right to buy)(4)	$20.9355(5)							01/06/2004	01/06/2013	Common Stock	162,967(5)		162,967	D
Non-Qualified Stock Option (right to buy)(4)	$20.9355(5)							01/06/2004	01/06/2013	Common Stock	30,031(5)		30,031	D
Non-Qualified Stock Option (right to buy)(4)	$26.3199(5)							01/13/2005	01/13/2014	Common Stock	106,791(5)		106,791	D
Non-Qualified Stock Option (right to buy)(4)	$26.3199(5)							01/13/2005	01/13/2014	Common Stock	13,118(5)		13,118	D
Non-Qualified Stock Option (right to buy)(4)	$26.8941(5)							01/10/2006	01/10/2015	Common Stock	65,768(5)		65,768	D
Non-Qualified Stock Option (right to buy)(4)	$26.8941(5)							01/10/2006	01/10/2015	Common Stock	12,119(5)		12,119	D

Explanation of Responses:

1. The reporting person was entitled to receive 54,000 shares of common stock of the Issuer pursuant to certain accelerated vesting provisions in the 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 by 9,951 to restore the post-spin value of the award to the pre-spin value of the award. A portion of these shares (16,915) were surrendered to satisfy tax obligations of the reporting person, resulting in the issuance of 47,036 net shares of common stock.

2. 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.

3. 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.

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.

5. 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.

Remarks:

AMENDED to include items that were not saved to the July 7, 2005 filing because of a power outage in the building.

	Pete Schenkel	07/12/2005
	** Signature of Reporting Person	Date
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