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^*

LLEWELLYN JOHN H JR

(Last)

(First)

(Middle)

ONE STEAMBOAT LANE

(Street)

HINGHAM

02043

(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)
02/25/2004

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	02/25/2004		M	V	4,512	A	$13.1867	9,526	D
Common Stock	02/25/2004		S		500	D	$35.16	9,026	D
Common Stock	02/25/2004		S		2,300	D	$35.15	6,726	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)	$13.1867	02/25/2004		M	V		4,512	12/21/2001⁽¹⁾	10/07/2004	Common Stock	4,512	$13.1867	0	D
Non-Qualified Stock Option (right to buy)	$12.8533							12/21/2001⁽¹⁾	10/01/2006	Common Stock	6,768		6,768	D
Non-Qualified Stock Option (right to buy)	$17.2867							12/21/2001⁽¹⁾	05/28/2007	Common Stock	6,768		6,768	D
Non-Qualified Stock Option (right to buy)	$21.91							12/21/2001⁽¹⁾	06/01/2008	Common Stock	6,768		6,768	D
Non-Qualified Stock Option (right to buy)	$16.5367							12/21/2001⁽¹⁾	06/01/2009	Common Stock	6,768		6,768	D
Non-Qualified Stock Option (right to buy)	$14.0733							12/21/2001⁽¹⁾	06/01/2010	Common Stock	6,768		6,768	D
Non-Qualified Stock Option (right to buy)	$24.7733							07/01/2002⁽²⁾	07/01/2012	Common Stock	22,500		22,500	D
Non-Qualified Stock Option (right to buy)	$31.5							06/30/2003⁽²⁾	06/30/2013	Common Stock	7,500		7,500	D
Deferred Stock Units	$0							06/30/2004⁽³⁾	06/30/2013	Common Stock	2,550		2,550	D

Explanation of Responses:

1. The options were granted under the Dean Foods Company Directors Plan. The options are fully vested and immediately exercisable.

2. The options were granted 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 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 three year period beginning on the first anniversary date of the grant.

Remarks:

	John S. Llewellyn, Jr.	02/25/2004
	** 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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