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
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(Print or Type Responses)
1. Name and Address of Reporting Person *
GOOLSBY MICHELLE P
   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) __X__ Other (specify below)
Exec VP, Chief Admin Officer, / General Counsel and Secretary
(Last)
(First)
(Middle)
2515 MCKINNEY AVENUE, SUITE 1200		 3. Date of Earliest Transaction (Month/Day/Year)
08/31/2004
(Street)

DALLAS, TX 75201		 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 08/31/2004   J V 95.209 A $ 31.5095 (1) 14,149.4776 D  
Common Stock 09/30/2004   J V 78.379 A $ 25.517 (1) 14,227.8566 D  
Common Stock 10/29/2004   J V 76.534 A $ 25.3725 (1) 14,304.794 (2) D  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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
Deferred Stock Units (3) $ 0             01/07/2004 01/07/2013 Common Stock 27,600   27,600 D  
Deferred Stock Units (3) $ 0             01/13/2005 01/13/2014 Common Stock 20,000   20,000 D  
Non-Qualified Stock Option (right to buy) (4) $ 16.3333             08/28/1999 08/28/2008 Common Stock 75,000   75,000 D  
Non-Qualified Stock Option (right to buy) (4) $ 12.4792             01/04/2001 01/04/2010 Common Stock 50,002   50,002 D  
Incentive Stock Option (right to buy) (4) $ 14.375             01/22/2002 01/22/2011 Common Stock 66   66 D  
Non-Qualified Stock Option (right to buy) (4) $ 14.375             01/22/2002 01/22/2011 Common Stock 106,026   106,026 D  
Incentive Stock Option (right to buy) (4) $ 20.35             01/14/2003 01/14/2012 Common Stock 4,914   4,914 D  
Non-Qualified Stock Option (right to buy) (4) $ 20.35             01/14/2003 01/14/2012 Common Stock 115,086   115,086 D  
Non-Qualified Stock Option (right to buy) (4) $ 20.35             01/14/2003 01/14/2012 Common Stock 75,000   75,000 D  
Incentive Stock Option (right to buy) (4) $ 24.7933             01/06/2004 01/06/2013 Common Stock 4,032   4,032 D  
Non-Qualified Stock Option (right to buy) (4) $ 24.7933             01/06/2004 01/06/2013 Common Stock 90,468   90,468 D  
Incentive Stock Option (right to buy) (4) $ 31.17             01/13/2005 01/13/2014 Common Stock 3,209   3,209 D  
Non-Qualified Stock Option (right to buy) (4) $ 31.17             01/13/2005 01/13/2014 Common Stock 56,791   56,791 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
GOOLSBY MICHELLE P
2515 MCKINNEY AVENUE, SUITE 1200
DALLAS, TX 75201		       Exec VP, Chief Admin Officer, General Counsel and Secretary

Signatures

 Michelle P. Goolsby   12/20/2004
**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) Shares purchased through Issuer's Employee Stock Purchase Plan.
(2) Total on report adjusted by adding .4024 due to rounding of shares purchased through Issuer's Employee Stock Purchase Plan.
(3) The reporting person has received an exempt award of Deferred Stock Units ("DSUs") 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 DSU Award Agreement. The DSUs 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.

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