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^*

SCHENKEL PETE

(Last)

(First)

(Middle)

2515 MCKINNEY AVENUE, LB 30, 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)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President, Dean Dairy Group

3. Date of Earliest Transaction (Month/Day/Year)
02/05/2004

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	02/05/2004⁽¹⁾		S		15,000	D	$33	13,095	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)
Non-Qualified Stock Option (right to buy)	$18.7188							01/04/2001⁽²⁾	01/04/2010	Common Stock	139,500		139,500	D
Incentive Stock Option (right to buy)	$18.7188							01/04/2001⁽²⁾	01/04/2010	Common Stock	24,000		24,000	D
Incentive Stock Option (right to buy)	$21.5625							01/22/2002⁽²⁾	01/22/2011	Common Stock	6,975		6,975	D
Non-Qualified Stock Option (right to buy)	$21.5625							01/22/2002⁽²⁾	01/22/2011	Common Stock	293,025		293,025	D
Incentive Stock Option (right to buy)	$30.525							01/14/2003⁽²⁾	01/14/2012	Common Stock	4,914		4,914	D
Non-Qualified Stock Option (right to buy)	$30.525							01/14/2003⁽²⁾	01/14/2012	Common Stock	295,086		295,086	D
Non-Qualified Stock Option (right to buy)	$30.525							01/14/2003⁽²⁾	01/14/2012	Common Stock	195,000		195,000	D
Incentive Stock Option (right to buy)	$24.7933							01/06/2004⁽²⁾	01/06/2013	Common Stock	4,032		4,032	D
Non-Qualified Stock Option (right to buy)	$24.7933							01/06/2004⁽²⁾	01/06/2013	Common Stock	246,468		246,468	D
Deferred Stock Units⁽³⁾	$0							07/07/2004	01/07/2013	Common Stock	72,000		72,000	D

Explanation of Responses:

1. Sale is pursuant to a 10b5-1 Sales Plan between reporting person and Bear Stearns & Co., Inc. acting as agent, to permit the orderly disposition of a portion of the reporting person's holdings of the Issuer's common stock, par value $0.01 per share of Dean Foods Company.

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

3. The reporting person has received an award of Deferred Stock Units ("DSUs") 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.

Remarks:

	Pete Schenkel	02/06/2004
	** 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).
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