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	OMB APPROVAL OMB Number: 3235-0287 Expires: December 31, 2014 Estimated average burden hours per response: 0.5
	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* ENGLES GREGG L (Last) (First) (Middle) (Street) (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) Chaiman of the Board & CEO
	3. Date of Earliest Transaction (Month/Day/Year) 06/09/2003
	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	06/09/2003		J(1)		208,830(2)	D	41.067(2)(3)	1,566,860	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
Forward Sale Agreement	0	06/09/2003		J(1)(2)			250,000	06/09/2003	06/17/2003	Common Stock	250,000(3)	$0	250,000	D(4)

Explanation of Responses:

1. On June 11, 2002, Mr. Engles entered into a previously reported prepaid variable forward contract (the "Contract") with Bear Stearns related to the disposition by Mr. Engles of up to 500,000 shares of Dean Foods common stock (or 750,000 shares if adjusted for the 3-for-2 stock split effected AFTER the market closed on June 9, 2003). 250,000 of those shares (or 375,000 split-adjusted shares) settled on June 9, 2003 (the "Settlement Date"). The settlement of the Contract is deemed exempt from Section 16 (b) of the Securities Exchange Act.

2. Upon signing the Contract, Mr. Engles received $17,152,050 in exchange for his agreement to deliver up to 500,000 shares (750,000 split-adjusted shares) to Bear Stearns in June 2003 depending on the closing price of Dean Foods??? common stock on the settlement date (the "Settlement Price") as follows: (i) 500,000 shares (750,000 split-adjusted shares) if the Settlement Price is less than or equal to $38.115 ($25.41 if split-adjusted) (the "Floor"), (ii) if the Settlement Price is less than or equal to $48.1744 ($32.116 as split-adjusted) (the "Cap") but greater than the Floor, shares equal to 500,000 (750,000 if split-adjusted) times the number equal to the Floor divided by the Settlement Price, and (iii) if the Settlement Price is greater than or equal to the Cap, shares equal to 500,000 (750,000 if split-adjusted) times (a) divided by (b), where (a) equals the Floor plus the Settlement Price minus the Cap, and (b) equals the Settlement Price .

3. On the Settlement Date, the closing price per share of Dean Foods??? common stock (the "Settlement Price") was $45.63 (or $30.42 if split-adjusted), which was greater than the Floor price established in the Contract of $38.115 (or $25.41 if split-adjusted). Accordingly, the Contract required Mr. Engles to deliver to Bear Stearns on the Settlement Date 208,830 shares of Dean Foods common stock (or 313,245 split-adjusted shares). Mr. Engles was not obligated to deliver 41,170 (61,755 split-adjusted shares), and therefore those shares were retained.

4. The remaining 250,000 shares (or 375,000 split-adjusted shares) subject to the Contract will settle on June 17, 2003. Mr. Engles also has another, unrelated prepaid variable forward contract (with Bank of America) related to the disposition of up to 200,000 shares (or 300,000 split-adjusted shares) of Dean Foods common stock that will settle on June 16, 2003.

	Gregg L. Engles	06/09/2003
	** Signature of Reporting Person	Date
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