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^*

ENGLES GREGG L

(Last)

(First)

(Middle)

2515 MCKINNEY AVENUE, SUITE 1200

(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
X	Officer (give title below)	Other (specify below)
	Chairman of the Board and

3. Date of Earliest Transaction (Month/Day/Year)
07/20/2006

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	07/20/2006⁽¹⁾		M		60,600⁽²⁾	A	$0	2,597,971	D
Common Stock	07/20/2006⁽¹⁾		M		11,167⁽²⁾	A	$0	2,609,138⁽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-DF001329)	$17.1835							01/14/2003⁽⁴⁾	01/14/2012	Common Stock	450,000		450,000	D
Non-Qualified Stock Option (right to buy-T0000663)	$17.1835							01/14/2003⁽⁴⁾	01/14/2012	Common Stock	4,620		4,620	D
Non-Qualified Stock Option (right to buy-DF001512)	$17.1835							01/14/2003⁽⁴⁾	01/14/2012	Common Stock	595,086		595,086	D
Non-Qualified Stock Option (right to buy-T0000675)	$17.1835							01/14/2003⁽⁴⁾	01/14/2012	Common Stock	6,110		6,110	D
Incentive Stock Option (right to buy-DF002187)	$20.9355							01/06/2004⁽⁴⁾	01/06/2013	Common Stock	4,032		4,032	D
Incentive Stock Option (right to buy-T0003517)	$20.9355							01/06/2004⁽⁴⁾	06/06/2013	Common Stock	743		743	D
Non-Qualified Stock Option (right to buy-DF002188)	$20.9355							01/06/2004⁽⁴⁾	01/06/2013	Common Stock	604,968		604,968	D
Non-Qualified Stock Option (right to buy-T0000656)	$20.9355							01/06/2004⁽⁴⁾	01/06/2013	Common Stock	40,836		40,836	D
Incentive Stock Option (right to buy-DF003302)	$26.3199							01/13/2005⁽⁴⁾	01/13/2014	Common Stock	1,639		1,639	D
Non-Qualified Stock Option (right to buy-TU000181)	$26.3199							01/13/2005⁽⁴⁾	01/13/2014	Common Stock	1,570		1,570	D
Incentive Stock Option (right to buy-T0003352)	$26.3199							01/13/2005⁽⁴⁾	01/13/2014	Common Stock	197		197	D
Non-Qualified Stock Option (right to buy-TU000183)	$26.3199							01/13/2005⁽⁴⁾	01/13/2014	Common Stock	208		208	D
Non-Qualified Stock Option (right to buy-DF003303)	$26.3199							01/13/2005⁽⁴⁾	01/13/2014	Common Stock	320,791		320,791	D
Non-Qualified Stock Option (right to buy-T0000901)	$26.3199							01/13/2005⁽⁴⁾	01/13/2014	Common Stock	40,504		40,504	D
Incentive Stock Option (right to buy-DF902594)	$26.8941							01/07/2006⁽⁴⁾	01/07/2015	Common Stock	5,232		5,232	D
Incentive Stock Option (right to buy-T0001295)	$26.8941							01/07/2006⁽⁴⁾	01/07/2015	Common Stock	643		643	D
Non-Qualified Stock Option (right to buy-TU000182)	$26.8941							01/07/2006⁽⁴⁾	01/07/2015	Common Stock	321		321	D
Non-Qualified Stock Option (right to buy-DF902595)	$26.8941							01/07/2006⁽⁴⁾	01/07/2015	Common Stock	282,768		282,768	D
Non-Qualified Stock Option (right to buy-TO000619)	$26.8941							01/07/2006⁽⁴⁾	01/07/2015	Common Stock	52,104		52,104	D
Incentive Stock Option (right to buy-DF004885)	$37.74							01/13/2007⁽⁴⁾	01/13/2016	Common Stock	2,878		2,878	D
Non-Qualified Stock Option (right to buy-DF004886)	$37.74							01/13/2007⁽⁴⁾	01/13/2016	Common Stock	433,122		433,122	D
Deferred Stock Units (DU000091)	$0	07/20/2006⁽¹⁾		M			60,600⁽²⁾	01/13/2005⁽⁵⁾	01/13/2014	Common Stock	60,600	$0	0	D
Deferred Stock Units (TU905752)	$0	07/20/2006⁽¹⁾		M			11,167⁽²⁾	01/13/2005⁽⁵⁾	01/13/2014	Common Stock	11,167	$0	0	D
Restricted Stock Units (DF902062)	$0							01/07/2006⁽⁵⁾	01/07/2015	Common Stock	83,200		83,200	D
Restricted Stock Units (TU905702)	$0							01/10/2006⁽⁵⁾	01/10/2015	Common Stock	15,332		15,332	D
Restricted Stock Units (DU003749)	$0							01/13/2007⁽⁵⁾	01/13/2016	Common Stock	89,000		89,000	D

Explanation of Responses:

1. Date of issuance of vested Deferred Stock Units.

2. The reporting person is entitled to receive the shares of common stock of the Issuer pursuant to certain accelerated vesting provisions in the 2004 Award of Deferred Stock Units.

3. The total number of shares beneficially owned has been adjusted to include 81 shares the reporting person received from a 1997 Exchange Fund to which he contributed shares in March 1998.

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. 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.

Remarks:

	Gregg L. Engles	07/20/2006
	** 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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