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^*

KLEIN RONALD H

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Senior Vice President --

3. Date of Earliest Transaction (Month/Day/Year)
01/07/2006

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	01/07/2006		M		2,487⁽¹⁾	A	$0	26,584.288⁽¹⁾	D
Common Stock	01/07/2006		F		1,058⁽¹⁾	D	$0	25,526.288⁽¹⁾	D
Common Stock	06/30/2005		J⁽²⁾	V	33.384	A	$29.954⁽²⁾	25,559.762	D
Common Stock	07/29/2005		J⁽²⁾	V	32.954	A	$30.345⁽²⁾	25,592.626	D
Common Stock	08/31/2005		J⁽²⁾	V	31.848	A	$31.399⁽²⁾	25,624.474	D
Common Stock	09/30/2005		J⁽²⁾	V	30.274	A	$33.031⁽²⁾	25,654.748	D
Common Stock	10/31/2005		J⁽²⁾	V	32.544	A	$30.7275⁽²⁾	25,687.292	D
Common Stock	11/30/2005		J⁽²⁾	V	30.806	A	$32.4615⁽²⁾	25,718.098	D
Common Stock	12/30/2005		J⁽²⁾	V	31.239	A	$32.011⁽²⁾	25,749.337	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)
Deferred Stock Units-DU000097⁽³⁾	$0							01/13/2005	01/13/2014	Common Stock	9,600		9,600	D
Deferred Stock Units-TU905844⁽³⁾	$0							01/13/2005	01/13/2014	Common Stock	1,769		1,769	D
Restricted Stock Units-DF902030⁽³⁾	$0	01/07/2006		M			2,100⁽¹⁾	01/07/2006	02/07/2015	Common Stock	2,100⁽¹⁾	$0	8,400	D
Restricted Stock Units-TU905739⁽³⁾	$0	01/07/2006		M			387⁽¹⁾	01/07/2006	02/07/2015	Common Stock	387⁽¹⁾	$0	1,548	D
Incentive Stock Option (right to buy)-T0000510	$12.1383							01/22/2002⁽⁴⁾	01/22/2011	Common Stock	6,954		6,954	D
Incentive Stock Option (right to buy)-T0000847	$12.1383							01/22/2002⁽⁴⁾	01/22/2011	Common Stock	1,281		1,281	D
Incentive Stock Option (right to buy)-DF001606	$17.1835							01/14/2003⁽⁴⁾	01/14/2012	Common Stock	4,914		4,914	D
Non-Qualified Stock Option (right to buy)-DF001607	$17.1835							01/14/2003⁽⁴⁾	01/14/2012	Common Stock	40,086		40,086	D
Non-Qualified Stock Option (right to buy)-DF001359	$17.1835							01/14/2003⁽⁴⁾	01/14/2012	Common Stock	30,000		30,000	D
Incentive Stock Option (right to buy)-T0000942	$17.1835							01/14/2003⁽⁴⁾	01/14/2012	Common Stock	905		905	D
Non-Qualified Stock Option (right to buy)-T0000598	$17.1835							01/14/2003⁽⁴⁾	01/14/2012	Common Stock	7,387		7,387	D
Non-Qualified Stock Option (right to buy)-T0000669	$17.1835							01/14/2003⁽⁴⁾	01/14/2012	Common Stock	5,528		5,528	D
Incentive Stock Option (right to buy)-DF002209	$20.9355							01/06/2004⁽⁴⁾	01/06/2013	Common Stock	4,032		4,032	D
Incentive Stock Option (right to buy)-T0001044	$20.9355							01/06/2004⁽⁴⁾	01/06/2013	Common Stock	743		743	D
Non-Qualified Stock Option (right to buy)-DF002210	$20.9355							01/06/2004⁽⁴⁾	01/06/2013	Common Stock	33,468		33,468	D
Non-Qualified Stock Option (right to buy)-T0000659	$20.9355							01/06/2004⁽⁴⁾	01/06/2013	Common Stock	6,167		6,167	D
Incentive Stock Option (right to buy)-DF003314⁽⁵⁾	$26.3199							01/13/2005⁽⁴⁾	01/13/2014	Common Stock	1,268		1,268	D
Non-Qualified Stock Option (right to buy)-TU000267⁽⁵⁾	$26.3199							01/13/2005⁽⁴⁾	01/13/2014	Common Stock	1,941		1,941	D
Incentive Stock Option (right to buy)-T0001765⁽⁵⁾	$26.3199							01/13/2005⁽⁴⁾	01/13/2014	Common Stock	395		395	D
Non-Qualified Stock Option (right to buy)-TU000269⁽⁵⁾	$26.3199							01/13/2005⁽⁴⁾	01/13/2014	Common Stock	196		196	D
Non-Qualified Stock Option (right to buy)-DF003315	$26.3199							01/13/2005⁽⁴⁾	01/13/2014	Common Stock	29,791		29,791	D
Non-Qualified Stock Option (right to buy)-T0000740	$26.3199							01/13/2005⁽⁴⁾	01/13/2014	Common Stock	5,489		5,489	D
Incentive Stock Option (right to buy)-DF902122	$26.8941							01/07/2006⁽⁴⁾	01/07/2015	Common Stock	5,232		5,232	D
Incentive Stock Option (right to buy)-T0001363⁽⁵⁾	$26.8941							01/07/2006⁽⁴⁾	01/07/2015	Common Stock	643		643	D
Non-Qualified Stock Option (right to buy)-TU000268⁽⁵⁾	$26.8941							01/07/2006⁽⁴⁾	01/07/2015	Common Stock	321		321	D
Non-Qualified Stock Option (right to buy)-T0000798	$26.8941							01/10/2006⁽⁴⁾	01/10/2015	Common Stock	4,306		4,306	D
Non-Qualified Stock Option (right to buy)-DF902123	$26.8941							01/10/2006⁽⁴⁾	01/10/2015	Common Stock	23,368		23,368	D

Explanation of Responses:

1. The reporting person was entitled to receive a total of 2,487 shares of common stock of the Issuer pursuant to the vesting provisions in the 2005 Award of Restricted Stock Units ("RSUs"). A portion of these shares (1,058) were surrendered to satisfy tax obligations of the reporting person, resulting in the issuance of 1,429 net shares of common stock.

2. Shares purchased through Issuer's Employee Stock Purchase Plan.

3. The reporting person has received an award of Stock Units ("SUs") under the Company's 1989 Stock Awards Plan which is a right to receive shares of common stock of the Issuer in the future, subject to the terms and conditions of the SU Award Agreement. The SUs vest annually, on a prorata basis, over a five-year period beginning on the first anniversary of the date of grant, subject to certain accelerated vesting provisions.

4. The shares of common stock subject to the Option shall vest ratably in three equal increments commencing on the first anniversary of the grant date.

5. In order to comply with the IRS guidelines which stipulate that the aggregate fair market value of incentive stock option grants (valued as of the grant date) exercisable for the first time during any calendar year cannot exceed $100,000, a correction was made whereby there was a replacement of some of the incentive stock options with non-qualified options, which contain the same exercise price and vesting terms.

Remarks:

	Ronald H. Klein	01/11/2006
	** 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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