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)
06/29/2008

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	06/30/2008		A		2,453⁽¹⁾	A	$0⁽¹⁾	111,129⁽⁵⁾	D
Common Stock	06/30/2008		M		850⁽²⁾	A	$0	111,979⁽⁵⁾	D
Common Stock	06/30/2008		M		399⁽²⁾	A	$0	112,378⁽⁵⁾	D
Common Stock	06/30/2008		M		850⁽³⁾	A	$0	113,228⁽⁵⁾	D
Common Stock	06/30/2008		M		399⁽³⁾	A	$0	113,627⁽⁵⁾	D
Common Stock	06/29/2008		M		850⁽⁴⁾	A	$0	114,477⁽⁵⁾	D
Common Stock								3,550	I	by Trusts.⁽⁶⁾

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-TO000564)	$8.0206							06/30/1999⁽⁷⁾	06/30/2009	Common Stock	9,500		9,500	D
Non-Qualified Stock Option (right to buy-DV001548)	$8.0206							06/30/1999⁽⁷⁾	06/30/2009	Common Stock	4,460		4,460	D
Non-Qualified Stock Option (right to buy-TO000733)	$8.0206							06/30/1999⁽⁷⁾	06/30/2009	Common Stock	1,751		1,751	D
Non-Qualified Stock Option (right to buy-DV001552)	$8.0206							06/30/1999⁽⁷⁾	06/30/2009	Common Stock	822		822	D
Non-Qualified Stock Option (right to buy-SI001802)	$9.3614							06/30/2000⁽⁷⁾	06/30/2010	Common Stock	22,500		22,500	D
Non-Qualified Stock Option (right to buy-DV001542)	$9.3614							06/30/2000⁽⁷⁾	06/30/2010	Common Stock	10,564		10,564	D
Non-Qualified Stock Option (right to buy-T0000637)	$9.3614							06/30/2000⁽⁷⁾	06/30/2010	Common Stock	4,146		4,146	D
Non-Qualified Stock Option (right to buy-DV001544)	$9.3614							06/30/2000⁽⁷⁾	06/30/2010	Common Stock	1,947		1,947	D
Non-Qualified Stock Option (right to buy-SF002504)	$10.1707							06/29/2001⁽⁷⁾	06/29/2011	Common Stock	22,500		22,500	D
Non-Qualified Stock Option (right to buy-DV001541)	$10.1707							06/29/2001⁽⁷⁾	06/29/2011	Common Stock	10,564		10,564	D
Non-Qualified Stock Option (right to buy-T0000642)	$10.1707							06/29/2001⁽⁷⁾	06/29/2011	Common Stock	4,146		4,146	D
Non-Qualified Stock Option (right to buy-DV001553)	$10.1707							06/29/2001⁽⁷⁾	06/29/2010	Common Stock	1,947		1,947	D
Non-Qualified Stock Option (right to buy-DF002167)	$14.2351							07/01/2002⁽⁷⁾	07/01/2012	Common Stock	22,500		22,500	D
Non-Qualified Stock Option (right to buy-DV001545)	$14.2351							07/01/2002⁽⁷⁾	07/01/2012	Common Stock	10,564		10,564	D
Non-Qualified Stock Option (right to buy-T0000649)	$14.2351							07/01/2002⁽⁷⁾	07/01/2012	Common Stock	4,146		4,146	D
Non-Qualified Stock Option (right to buy-DV001543)	$14.2341							07/01/2002⁽⁷⁾	07/01/2012	Common Stock	1,947		1,947	D
Non-Qualified Stock Option (right to buy-DF002877)	$18.1003							06/30/2003⁽⁷⁾	06/30/2013	Common Stock	7,500		7,500	D
Non-Qualified Stock Option (right to buy-DV001546)	$18.1003							06/30/2003⁽⁷⁾	06/30/2013	Common Stock	3,521		3,521	D
Non-Qualified Stock Option (right to buy-T0000778)	$18.1003							06/30/2003⁽⁷⁾	06/30/2013	Common Stock	1,382		1,382	D
Non-Qualified Stock Option (right to buy-DV001550	$18.1003							06/30/2003⁽⁷⁾	06/30/2013	Common Stock	649		649	D
Non-Qualified Stock Option (right to buy-DF003665)	$21.4389							06/30/2004⁽⁷⁾	06/30/2014	Common Stock	7,500		7,500	D
Non-Qualified Stock Option (right to buy-DV001538)	$21.4389							06/30/2004⁽⁷⁾	06/30/2014	Common Stock	3,521		3,521	D
Non-Qualified Stock Option (right to buy-T0000788)	$21.4389							06/30/2004⁽⁷⁾	06/30/2014	Common Stock	1,382		1,382	D
Non-Qualified Stock Option (right to buy-DV001549)	$21.4389							06/30/2004⁽⁷⁾	06/30/2014	Common Stock	649		649	D
Non-Qualified Stock Option (right to buy-DF905919)	$23.9808							06/30/2005⁽⁷⁾	06/30/2015	Common Stock	7,500		7,500	D
Non-Qualified Stock Option (right to buy-DV001540)	$23.9808							06/30/2005⁽⁷⁾	06/30/2015	Common Stock	3,521		3,521	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. Represents shares of common stock of the Issuer issued on the final vesting date of a 06/30/2005 award of Restricted Stock Units ("RSUs").

3. Represents shares of common stock of the Issuer issued on the second vesting date of a 06/30/2006 award of RSUs.

4. Represents shares of common stock of the Issuer issued on the first vesting date of a 06/30/2007 award of RSUs.

5. Includes 8,876 shares of common stock from DSUs that have vested, and the reporting person has elected to defer receipt until he is no longer a member of the Issuer's Board of Directors.

6. The reporting person is the trustee and disclaims all beneficial interest except to the extent of his pecuniary interest in the trusts, if any. The reporting person's sister and the reporting person's children are the beneficiaries of the trusts.

7. 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.

Remarks:

FIRST OF TWO (2) FORM 4s FILED ON SAME DATE.

	Joseph S. Hardin, Jr., by Angela B. Miro as attorney in fact	07/02/2008
	** 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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