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^*

NEVARES HECTOR M

(Last)

(First)

(Middle)

BOLIVIA 33 -- SUITE 303

(Street)

HATO REY

00917

(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)
04/19/2007

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	04/19/2007		M		259,346	A	$5.6025	286,878⁽¹⁾	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 - T0000590)	$5.6025⁽³⁾	04/19/2007		M			149,025	05/13/1997⁽²⁾	05/13/2007	Common Stock	149,025	$0	0	D
Non-Qualified Stock Option (right to buy - DV002999)	$5.6025⁽³⁾	04/19/2007		M			69,697	05/13/1997⁽²⁾	05/13/2007	Common Stock	69,967⁽³⁾	$0	0	D
Non-Qualified Stock Option (right to buy - T0000627)	$5.6025⁽³⁾	04/19/2007		M			27,461	05/13/1997⁽²⁾	05/13/2007	Common Stock	27,461	$0	0	D
Non-Qualified Stock Option (right to buy - DV003002)	$5.6025⁽³⁾	04/19/2007		M			12,893	05/13/1997⁽²⁾	05/13/2007	Common Stock	12,893⁽³⁾	$0	0	D
Non-Qualified Stock Option (right to buy - SI000781)	$11.2299⁽³⁾							06/30/1998⁽²⁾	06/30/2008	Common Stock	22,500		22,500	D
Non-Qualified Stock Option (right to buy - DV002993)	$11.2299⁽³⁾							06/30/1998⁽²⁾	06/30/2008	Common Stock	10,564⁽³⁾		10,564⁽³⁾	D
Non-Qualified Stock Option (right to buy - T0000631)	$11.2299⁽³⁾							06/30/1998⁽²⁾	06/30/2008	Common Stock	4,146		4,146	D
Non-Qualified Stock Option (right to buy - DV002992)	$11.2299⁽³⁾							06/30/1998⁽²⁾	06/30/2008	Common Stock	1,947⁽³⁾		1,947⁽³⁾	D
Non-Qualified Stock Option (right to buy - SI001313)	$8.0206⁽³⁾							06/30/1999⁽²⁾	06/30/2009	Common Stock	22,500		22,500	D
Non-Qualified Stock Option (right to buy - DV002987)	$8.0206⁽³⁾							06/30/1999⁽²⁾	06/30/2009	Common Stock	10,564⁽³⁾		10,564⁽³⁾	D
Non-Qualified Stock Option (right to buy - T0000635)	$8.0206⁽³⁾							06/30/1999⁽²⁾	06/30/2009	Common Stock	4,146		4,146	D
Non-Qualified Stock Option (right to buy - DV003003)	$8.0206⁽³⁾							06/30/1999⁽²⁾	06/30/2009	Common Stock	1,947⁽³⁾		1,947⁽³⁾	D
Non-Qualified Stock Option (right to buy - SI001804)	$9.3614⁽³⁾							06/30/2000⁽²⁾	06/30/2010	Common Stock	22,500		22,500	D
Non-Qualified Stock Option (right to buy - DV002994)	$9.3614⁽³⁾							06/30/2000⁽²⁾	06/30/2010	Common Stock	10,564⁽³⁾		10,564⁽³⁾	D
Non-Qualified Stock Option (right to buy - T0000640)	$9.3614⁽³⁾							06/30/2000⁽²⁾	06/30/2010	Common Stock	4,146		4,146	D
Non-Qualified Stock Option (right to buy - DV002991)	$9.3614⁽³⁾							06/30/2000⁽²⁾	06/30/2010	Common Stock	1,947⁽³⁾		1,947⁽³⁾	D
Non-Qualified Stock Option (right to buy - SF002506)	$10.1707⁽³⁾							06/29/2001⁽²⁾	06/29/2011	Common Stock	22,500		22,500	D
Non-Qualified Stock Option (right to buy - DV002995)	$10.1707⁽³⁾							06/29/2001⁽²⁾	06/29/2011	Common Stock	10,564⁽³⁾		10,564⁽³⁾	D
Non-Qualified Stock Option (right to buy - T0000646)	$10.1707⁽³⁾							06/29/2001⁽²⁾	06/29/2011	Common Stock	4,146		4,146	D
Non-Qualified Stock Option (right to buy - DV003004)	$10.1707⁽³⁾							06/29/2001⁽²⁾	06/29/2011	Common Stock	1,947⁽³⁾		1,947⁽³⁾	D
Non-Qualified Stock Option (right to buy - DF002171)	$14.2351⁽³⁾							07/01/2002⁽²⁾	07/01/2012	Common Stock	22,500		22,500	D
Non-Qualified Stock Option (right to buy - DV002996)	$14.2351⁽³⁾							07/01/2002⁽²⁾	07/01/2012	Common Stock	10,564⁽³⁾		10,564⁽³⁾	D
Non-Qualified Stock Option (right to buy - T0000655)	$14.2351⁽³⁾							07/01/2002⁽²⁾	07/01/2012	Common Stock	4,146		4,146	D
Non-Qualified Stock Option (right to buy - DV002990)	$14.2351⁽³⁾							07/01/2002⁽²⁾	07/01/2012	Common Stock	1,947⁽³⁾		1,947⁽³⁾	D
Non-Qualified Stock Option (right to buy - DF002881)	$18.1003⁽³⁾							06/30/2003⁽²⁾	06/30/2013	Common Stock	7,500		7,500	D
Non-Qualified Stock Option (right to buy - DV002997)	$18.1003⁽³⁾							06/30/2003⁽²⁾	06/30/2013	Common Stock	3,521⁽³⁾		3,521⁽³⁾	D
Non-Qualified Stock Option (right to buy - T0000785)	$18.1003⁽³⁾							06/30/2003⁽²⁾	06/30/2013	Common Stock	1,382		1,382	D
Non-Qualified Stock Option (right to buy - DV003000)	$18.1003⁽³⁾							06/30/2003⁽²⁾	06/30/2013	Common Stock	649⁽³⁾		649⁽³⁾	D

Explanation of Responses:

1. Reflects 7,398 shares from DSU awards that have vested, but not yet been issued; issuance of such shares has been deferred until such time as the Reporting Person ceases to be a director of Issuer.

2. The options were automatically 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. Due to a special cash dividend of $15.00, paid by Issuer on April 2, 2007, to shareholders of record on March 27, 2007, the option exercise price and number of shares has been adjusted to maintain the value of the option award, post-dividend.

Remarks:

CONTINUED ON ADDITIONAL FORM 4 FILED ON THIS SAME DATE.

	Hector M. Nevares	04/23/2007
	** 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).
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