Edgar Filing: DEAN FOODS CO

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)	_____ Other (specify below)
Executive Vice President

(Last)

(First)

(Middle)

2515 MCKINNEY AVENUE, SUITE 1200

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

(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								59,514.155 ⁽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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Restricted Stock Units (DU003751)

$ 0

01/13/2007⁽²⁾

01/13/2016

Common Stock

10,800

Restricted Stock Units (DV005427)

$ 0

01/13/2006⁽²⁾

01/13/2015

Common Stock

5,070

Restricted Stock Units (DU003835)

$ 0

02/12/2008⁽²⁾

02/12/2017

Common Stock

18,000

Restricted Stock Units (DV005222)

$ 0

02/12/2008⁽²⁾

02/12/2017

Common Stock

8,451

Restricted Stock Units

$ 0

01/15/2008

25,000

01/15/2009⁽³⁾

01/15/2018

Common Stock

25,000

$ 0

25,000

Incentive Stock Option (right to buy - DF002193)

$ 14.2466

01/06/2004⁽⁴⁾

01/06/2013

Common Stock

4,032

Incentive Stock Option (right to buy - DV001372)

$ 14.2466

01/06/2004⁽⁴⁾

01/06/2013

Common Stock

1,893

Incentive Stock Option (right to buy - T0001053)

$ 14.2466

01/06/2004⁽⁴⁾

01/06/2013

Common Stock

743

Incentive Stock Option (right to buy - DV001371)

$ 14.2466

01/06/2004⁽⁴⁾

01/06/2013

Common Stock

349

Incentive Stock Option (right to buy - DF003308)

$ 17.9107

01/13/2005⁽⁴⁾

01/13/2014

Common Stock

1,070

Incentive Stock Option (right to buy - DV001376)

$ 17.9107

01/13/2005⁽⁴⁾

01/13/2014

Common Stock

502

Incentive Stock Option (right to buy - T0001773)

$ 17.9107

01/13/2005⁽⁴⁾

01/13/2014

Common Stock

197

Incentive Stock Option (right to buy - DV001369)

$ 17.9107

01/13/2005⁽⁴⁾

01/13/2014

Common Stock

Incentive Stock Option (right to buy - DF902436)

$ 18.3014

01/07/2006⁽⁴⁾

01/07/2015

Common Stock

5,232

Incentive Stock Option (right to buy - DV001378)

$ 18.3014

01/07/2006⁽⁴⁾

01/07/2015

Common Stock

2,456

Incentive Stock Option (right to buy - T0001371)

$ 18.3014

01/07/2006⁽⁴⁾

01/07/2015

Common Stock

643

Incentive Stock Option (right to buy - DV001370)

$ 18.3014

01/07/2006⁽⁴⁾

01/07/2015

Common Stock

302

Incentive Stock Option (right to buy - DF004890)

$ 25.6821

01/13/2007⁽⁴⁾

01/13/2016

Common Stock

2,878

Incentive Stock Option (right to buy - DV001364)

$ 25.6821

01/13/2007⁽⁴⁾

01/13/2016

Common Stock

1,351

Incentive Stock Option (right to buy DF005341)

$ 30.1121

02/12/2008⁽⁴⁾

02/12/2017

Common Stock

2,259

Incentive Stock Option (right to buy DF005341)

$ 30.1121

02/12/2008⁽⁴⁾

02/12/2017

Common Stock

1,061

Non-Qualified Stock Option (right to buy - DV005126)

$ 8.2601

01/22/2002⁽⁴⁾

01/22/2011

Common Stock

42,537

Non-Qualified Stock Option (right to buy - SF002265)

$ 8.2601

01/22/2002⁽⁴⁾

01/22/2011

Common Stock

90,600

Non-Qualified Stock Option (right to buy - DF001537)

$ 11.6934

01/14/2003⁽⁴⁾

01/14/2012

Common Stock

115,086

Non-Qualified Stock Option (right to buy - DV001374)

$ 11.6934

01/14/2003⁽⁴⁾

01/14/2012

Common Stock

54,033

Non-Qualified Stock Option (right to buy - T0000625)

$ 11.6934

01/14/2003⁽⁴⁾

01/14/2012

Common Stock

21,207

Non-Qualified Stock Option (right to buy - DV001374)

$ 11.6934

01/14/2003⁽⁴⁾

01/14/2012

Common Stock

9,957

Non-Qualified Stock Option (right to buy - DF001337)

$ 11.6934

01/14/2003⁽⁴⁾

01/14/2012

Common Stock

75,000

Non-Qualified Stock Option (right to buy - DV001375)

$ 11.6934

01/14/2003⁽⁴⁾

01/14/2012

Common Stock

35,213

Non-Qualified Stock Option (right to buy - T0000615)

$ 11.6934

01/14/2003⁽⁴⁾

01/14/2012

Common Stock

13,820

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
GOOLSBY MICHELLE P 2515 MCKINNEY AVENUE, SUITE 1200 DALLAS, TX 75201			Executive Vice President

Signatures

Michelle P. Goolsby		01/17/2008
^**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)	Includes 10,525 shares common stock of Issuer, for which the reporting person has opted to defer receipt until a future date, under the Issuer's Executive Deferred Compensation Plan.
(2)	A Stock Unit, which is issued under the Issuer'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)	A Stock Unit, which is issued under the Issuer's 2007 Stock Incentive 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.
(4)	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: CONTINUED ON ADDITIONAL FORM 4 FILED ON THIS SAME DATE.

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