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^*

McCRUMMEN RONALD 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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	SVP & Chief Accounting Officer

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		1,658⁽¹⁾	A	$0	3,069.281	D
Common Stock	01/07/2006		F		542⁽¹⁾	D	$38	2,527.281	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 (DF003694)	$0							10/08/2005⁽²⁾	10/08/2014	Common Stock	4,400		4,400	D
Deferred Stock Units (TU905765)	$0							10/08/2005⁽²⁾	10/08/2014	Common Stock	810		810	D
Deferred Stock Units (DF902059)	$0	01/07/2006		M			1,400⁽¹⁾	01/07/2006⁽²⁾	01/07/2015	Common Stock	1,400	$0	5,600	D
Deferred Stock Units (TU905692)	$0	01/07/2006		M			258⁽¹⁾	01/07/2006⁽²⁾	01/07/2015	Common Stock	258	$0	1,032	D
Non-Qualified Stock Option (right to buy - DF003693)	$24.9436							10/08/2005⁽³⁾	10/08/2014	Common Stock	14,845		14,845	D
Non-Qualified Stock Option (right to buy - T0003488)	$24.9436							10/08/2005⁽³⁾	10/08/2014	Common Stock	2,736		2,736	D
Non-Qualified Stock Option (right to buy - DF902537)	$26.8941							01/07/2006⁽³⁾	01/07/2015	Common Stock	16,861		16,861	D
Non-Qualified Stock Option (right to buy - T0000891)	$26.8941							01/07/2006⁽³⁾	01/07/2015	Common Stock	3,107		3,107	D
Non-Qualified Stock Option (right to buy - TU000301)	$26.8941							01/07/2006⁽³⁾	01/07/2015	Common Stock	386		386	D
Incentive Stock Option (right to buy - DF003692)	$24.9436							10/08/2005⁽⁴⁾	10/08/2014	Common Stock	10,155		10,155	D
Incentive Stock Option (right to buy - T0003487)	$24.9436							10/08/2005⁽⁴⁾	10/08/2014	Common Stock	1,871		1,871	D
Incentive Stock Option (right to buy - DF902536)	$26.8941							01/07/2006⁽⁴⁾	01/07/2015	Common Stock	3,139		3,139	D
Incentive Stock Option (right to buy - T0001757)	$26.8941							01/07/2006⁽⁴⁾	01/07/2015	Common Stock	192		192	D

Explanation of Responses:

1. The reporting person was entitled to receive a total of 1,658 shares of common stock of the Issuer pursuant to the vesting provisions in the 2005 Award of Deferred Stock Units ("DSUs"). A total of 542 shares were surrendered to satisfy tax obligations of the reporting person, resulting in the issuance of a total of 1,116 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. The non-qualified stock options were issued under the Issuer's 1997 Amended and Restated Stock Option and Restricted Stock Plan, and vest annually, on a prorata basis, over a three-year period beginning on the first anniversary of the date of grant.

4. The incentive stock options were issued under the Issuer's 1997 Amended and Restated Stock Option and Restricted Stock Plan, and vest annually, on a prorata basis, over a three-year period beginning on the first anniversary of the date of grant.

Remarks:

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 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.

	Ronald L. McCrummen	01/11/2006
	** Signature of Reporting Person	Date
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