Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Expires: January 31, 2005
Estimated average burden hours per response... 0.5

(Print or Type Responses)
1. Name and Address of Reporting Person *
COLLENS LEWIS M
  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)
(Last)
(First)
(Middle)
1555 ASTOR ST., APT 6W
3. Date of Earliest Transaction (Month/Day/Year)
12/30/2005
(Street)

CHICAGO, IL 60610
4. If Amendment, Date 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
(City)
(State)
(Zip)
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)
Code V Amount (A) or (D) Price
Common Stock 12/30/2005   A   704 A $ 0 (1) 18,949 (1) D  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 1474 (9-02)

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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Non-Qualified Stock Option (right to buy - DF002164) $ 20.9186             07/01/2002(2) 07/01/2012 Common Stock 22,500   22,500 D  
Non-Qualified Stock Option (right to buy - T0000650) $ 20.9186             07/01/2002(2) 07/01/2012 Common Stock 4,146   4,146 D  
Non-Qualified Stock Option (right to buy - DF002874) $ 26.5986             06/30/2003(2) 06/30/2013 Common Stock 7,500   7,500 D  
Non-Qualified Stock Option (right to buy - T0000779) $ 26.5986             06/30/2003(2) 06/30/2013 Common Stock 1,382   1,382 D  
Non-Qualified Stock Option (right to buy - DF003662) $ 31.5046             06/30/2004(2) 06/30/2014 Common Stock 7,500   7,500 D  
Non-Qualified Stock Option (right to buy - T0000789) $ 31.5046             06/30/2004(2) 06/30/2014 Common Stock 1,382   1,382 D  
Non-Qualified Stock Option (right to buy - DF905916) $ 35.24             06/30/2005(2) 06/30/2015 Common Stock 7,500   7,500 D  
Restricted Stock Units (DU000040) $ 0             06/30/2004(3) 06/30/2013 Common Stock 850   850 D  
Restricted Stock Units (DU000040) $ 0             06/30/2004(3) 06/30/2013 Common Stock 156   156 D  
Restricted Stock Units (DU000040) $ 0             06/30/2005(3) 06/30/2014 Common Stock 1,700   1,700 D  
Restricted Stock Units (DU000040) $ 0             06/30/2005(3) 06/30/2014 Common Stock 313   313 D  
Restricted Stock Units (DU000040) $ 0             06/30/2006(3) 06/30/2015 Common Stock 2,550   2,550 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
COLLENS LEWIS M
1555 ASTOR ST., APT 6W
CHICAGO, IL 60610
  X      

Signatures

 Lewis M. Collens   01/04/2006
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) These are restricted shares issued under the Issuer's 1997 Stock Option and Restricted Stock Plan in payment of fees owed for services as an independent director. All such shares are subject to vesting in three increments, with the first vesting occurring as of the date the shares were issued and then annually thereafter.
(2) 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.
(3) The reporting person has received an award of Restricted Stock Units ("RSUs") which is a right to receive shares of common stock of the Issuer in the future, subject to the terms and conditions of the RSU Award Agreement. The RSUs vest annually, on a prorata basis, over a three-year period beginning on the first anniversary of the date of grant.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.