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 TX 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
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
01/07/2006
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)
Code V Amount (A) or (D) Price
Common Stock 01/07/2006 M 6,158(1) A $0 182,486.0702 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Deferred Stock Units (DU000099)(2) $0 01/13/2005 01/13/2014 Common Stock 28,000 28,000 D
Deferred Stock Units (TU905745)(2) $0 01/13/2005 01/13/2014 Common Stock 5,160 5,160 D
Restricted Stock Units (DF902051)(2) $0 01/07/2006 M 5,200(1) 01/10/2006 01/10/2015 Common Stock 5,200 $0 20,800 D
Restricted Stock Units (TU905695)(2) $0 01/07/2006 M 958(1) 01/10/2006 01/10/2015 Common Stock 958 $0 3,833 D
Incentive Stock Option (right to buy - DF002189)(3) $20.9355 01/06/2004 01/06/2013 Common Stock 2,688(4) 2,688(4) D
Incentive Stock Option (right to buy - T0001054)(3) $20.9355 01/06/2004 01/06/2013 Common Stock 743 743 D
Incentive Stock Option (right to buy - T0000101)(3) $26.3199 01/13/2005 01/13/2004 Common Stock 2,139 2,139 D
Incentive Stock Option (right to buy - T0001706)(3) $26.3199 01/13/2005 01/13/2014 Common Stock 197(4) 197(4) D
Incentive Stock Option (right to buy - DF902442)(3) $26.8941 01/07/2006 01/07/2015 Common Stock 5,232 5,232 D
Incentive Stock Option (right to buy - T0001372)(3) $26.8941 01/07/2006 01/07/2015 Common Stock 643(4) 643(4) D
Non-Qualified Stock Option (right to buy - T0000559)(3) $10.5374 01/04/2001 01/04/2010 Common Stock 99,500 99,500 D
Non-Qualified Stock Option (right to buy - T0000620)(3) $10.5374 01/04/2001 01/04/2010 Common Stock 18,335 18,335 D
Non-Qualified Stock Option (right to buy - SF002297)(3) $12.1383 01/22/2002 01/22/2011 Common Stock 293,025 293,025 D
Non-Qualified Stock Option (right to buy - T0000629)(3) $12.1383 01/22/2002 01/22/2011 Common Stock 53,997 53,997 D
Non-Qualified Stock Option (right to buy - DF001746)(3) $17.1835 01/14/2003 01/14/2012 Common Stock 295,086 295,086 D
Non-Qualified Stock Option (right to buy - T0000630)(3) $17.1835 01/14/2003 01/14/2012 Common Stock 54,375 54,375 D
Non-Qualified Stock Option (right to buy - DF001397)(3) $17.1835 01/14/2003 01/14/2012 Common Stock 195,000 195,000 D
Non-Qualified Stock Option (right to buy - T0000628)(3) $17.1835 01/14/2003 01/14/2012 Common Stock 35,932 35,932 D
Non-Qualified Stock Option (right to buy - T0000284)(3) $20.9355 01/06/2004 01/06/2013 Common Stock 162,967 162,967 D
Non-Qualified Stock Option (right to buy - T0000617)(3) $20.9355 01/06/2004 01/06/2013 Common Stock 30,031 30,031 D
Non-Qualified Stock Option (right to buy - TU000335)(3) $20.9355 01/06/2004 01/06/2013 Common Stock 1,344(4) 1,344(4) D
Non-Qualified Stock Option (right to buy - DF003318)(3) $26.3199 01/13/2005 01/13/2014 Common Stock 106,791 106,791 D
Non-Qualified Stock Option (right to buy - T0000679)(3) $26.3199 01/13/2005 01/13/2014 Common Stock 19,677(4) 19,677(4) D
Non-Qualified Stock Option (right to buy - TU000337)(3) $26.3199 01/13/2005 01/13/2014 Common Stock 197(4) 197(4) D
Non-Qualified Stock Option (right to buy - DF902443)(3) $26.8941 01/07/2006 01/07/2015 Common Stock 65,768 65,768 D
Non-Qualified Stock Option (right to buy - T0000721)(3) $26.8941 01/07/2006 01/07/2015 Common Stock 12,119 12,119 D
Non-Qualified Stock Option (right to buy - TU00336)(3) $26.8941 01/07/2006 01/07/2015 Common Stock 321(4) 321(4) D
Explanation of Responses:
1. The reporting person received a total of 6,158 shares of common stock of the Issuer pursuant to the vesting provisions in the 2005 Award of Deferred Stock Units ("DSUs").
2. A Stock Unit, which is issued under the Company'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. The shares of common stock subject to the Option vest ratably in three equal increments commencing on the first anniversary of the grant date.
4. In order to comply with the IRS guidelines which stipulate that the aggregate fair market value of incentive stock option grants (valued as of the grant date) exercisable for the first time during any calendar cannot exceed $100,000, a correction was made, whereby there was a replacement of some of the incentive stock options with non-qualified options, which contain the same exercise price and vesting terms.
Remarks:
Pete Schenkel 01/11/2006
** 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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