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^*

GOOLSBY MICHELLE P

(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)
	Executive Vice President

3. Date of Earliest Transaction (Month/Day/Year)
01/15/2008

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)

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 - DV001361)	$11.6934							01/14/2003⁽¹⁾	01/14/2012	Common Stock	6,488		6,488	D
Non-Qualified Stock Option (right to buy - DF002194)	$14.2466							01/06/2004⁽¹⁾	01/06/2013	Common Stock	90,468		90,468	D
Non-Qualified Stock Option (right to buy - DV001373)	$14.2466							01/06/2004⁽¹⁾	01/06/2013	Common Stock	42,475		42,475	D
Non-Qualified Stock Option (right to buy - T0000610)	$14.2466							01/06/2004⁽¹⁾	01/06/2013	Common Stock	16,671		16,671	D
Non-Qualified Stock Option (right to buy - DV001360)	$14.2466							01/06/2004⁽¹⁾	01/06/2013	Common Stock	7,827		7,827	D
Non-Qualified Stock Option (right to buy - DF003309)	$17.9107							01/13/2005⁽¹⁾	01/13/2014	Common Stock	56,791		56,791	D
Non-Qualified Stock Option (right to buy - DV001377)	$17.9107							01/13/2005⁽¹⁾	01/13/2014	Common Stock	26,663		26,663	D
Non-Qualified Stock Option (right to buy - T0000708)	$17.9107							01/13/2005⁽¹⁾	01/13/2014	Common Stock	10,464		10,464	D
Non-Qualified Stock Option (right to buy - DV001382)	$17.9107							01/13/2005⁽¹⁾	01/13/2014	Common Stock	4,913		4,913	D
Non-Qualified Stock Option (right to buy - TU000209)	$17.9107							01/13/2005⁽¹⁾	01/13/2014	Common Stock	394		394	D
Non-Qualified Stock Option (right to buy - DV001381)	$17.9107							01/13/2005⁽¹⁾	01/13/2014	Common Stock	185		185	D
Non-Qualified Stock Option (right to buy - TU000206)	$17.9107							01/13/2005⁽¹⁾	01/13/2014	Common Stock	2,139		2,139	D
Non-Qualified Stock Option (right to buy - DV001380)	$17.9107							01/13/2005⁽¹⁾	01/13/2014	Common Stock	1,004		1,004	D
Non-Qualified Stock Option (right to buy - DF902437)	$18.3014							01/07/2006⁽¹⁾	01/07/2015	Common Stock	50,768		50,768	D
Non-Qualified Stock Option (right to buy - DF902437)	$18.3014							01/07/2006⁽¹⁾	01/07/2015	Common Stock	23,836		23,836	D
Non-Qualified Stock Option (right to buy - T0000700)	$18.3014							01/07/2006⁽¹⁾	01/07/2015	Common Stock	9,355		9,355	D
Non-Qualified Stock Option (right to buy - DV001362)	$18.3014							01/07/2006⁽¹⁾	01/07/2015	Common Stock	4,392		4,392	D
Non-Qualified Stock Option (right to buy - TU000207)	$18.3014							01/07/2006⁽¹⁾	01/07/2015	Common Stock	321		321	D
Non-Qualified Stock Option (right to buy - DV001363)	$18.3014							01/07/2006⁽¹⁾	01/07/2015	Common Stock	151		151	D
Non-Qualified Stock Option (right to buy - DF004891)	$25.6821							01/13/2007⁽¹⁾	01/13/2016	Common Stock	83,322		83,322	D
Non-Qualified Stock Option (right to buy - DV001365)	$25.6821							01/13/2007⁽¹⁾	01/13/2016	Common Stock	39,120		39,120	D
Non-Qualified Stock Option (right to buy - DF005347)	$30.1121							02/12/2008⁽¹⁾	02/12/2017	Common Stock	42,741		42,741	D
Non-Qualified Stock Option (right to buy - DV001367)	$30.1121							02/12/2008⁽¹⁾	02/12/2017	Common Stock	20,067		20,067	D
Non-Qualified Stock Option (right to buy)	$25.37	01/15/2008		A		85,000		01/15/2009⁽¹⁾	01/15/2018	Common Stock	85,000	$0	85,000	D

Explanation of Responses:

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

Remarks:

CONTINUATION OF FORM 4 PREVIOUSLY FILED ON THIS DATE.

	Michelle P. Goolsby	01/17/2008
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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