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 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) 2515 MCKINNEY AVENUE, 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 X Officer (give title below) Other (specify below) Chaiman of the Board & CEO
	3. Date of Earliest Transaction (Month/Day/Year) 06/16/2003
	4. If Amendment, Date of Original Filed (Month/Day/Year) 06/18/2003	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	06/16/2003		J(1)		246,570(2)	D	$27.39(2)	2,228,860(4)	D
Common Stock	06/17/2003		J(3)		312,732(5)	D	$27.4229(5)	1,916,128(4)	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	06/16/2003		J(1)			300,000	06/16/2003	06/16/2003	Common Stock	300,000(2)	$0	0	D
Forward Sale Agreement	$0	06/17/2003		J(3)			375,000	06/17/2003	06/17/2003	Common Stock	375,000(5)	$0	0	D

Explanation of Responses:

1. On June 11, 2002, Mr. Engles entered into a previously reported prepaid variable forward contract with Bank of America Securities (the "BOA Contract") related to the disposition by Mr. Engles of up to 300,000 shares (as adjusted for the 6/9/2003 3-for-2 stock split) of Dean Foods common stock. The shares settled on June 16, 2003 (the "BOA Settle Date"). The settlement of the BOA Contract is deemed exempt from Section 16(b) of the Securities Exchange Act.

2. Upon signing the BOA Contract, Mr. Engles received $6,754,734 in exchange for a promise to deliver up to 300,000 (split-adjusted) shares on the BOA Settle Date depending on the closing price of Dean's common stock on the BOA Settle Date (the "BOA Settle Price") as follows (as split adjusted): (i) 300,000 if the BOA Settle Price is less than or equal to $25.0175, (ii) if the BOA Settle Price is less than or equal to $31.622 but greater than $25.0175, 300,000 times a number equal to $25.0175 divided by the BOA Settle Price, and (iii) if the BOA Settle Price is greater than or equal to $31.622, shares equal to one minus a fraction with a numerator equal to the excess of $31.622 over $25.0175 and a denominator of the BOA Settle Price. Accordingly, Mr. Engles was required to deliver 246,570 shares on the BOA Settle Date.

3. On June 11, 2002, Mr. Engles entered into a previously reported prepaid variable forward contract with Bear Stearns (the "Bear Contract") related to the disposition by Mr. Engles of up to 750,000 shares (split-adjusted) of Dean Foods common stock. 375,000 of those shares settled on June 9, 2003 and have been previously reported. The remaining 375,000 shares settled on June 17, 2003. The settlement of the Bear Contract is deemed exempt from Section 16(b) of the Securities Exchange Act.

4. Amended to correct the total number of shares owned after reported transactions to include 125,140 shares gained in the 3-for-2 split on June 10, 2003. Original filing did not include split of shares held on record date, May 23, 2003 that were sold or transferred on or before June 10, 2003, the date the split shares were recognized.

5. Upon signing the Bear Contract, Mr. Engles received $17,152,050 in exchange for a promise to deliver up to 750,000 shares (split-adjusted) in June 2003 depending on (i) the closing price of Dean's common stock on the two settlement dates and (ii) a previously reported formula. According to that formula, on the second and final settlement date under the Bear Contract, Mr. Engles was required to deliver 312,732 shares of Dean Foods common stock on June 17, 2003.

Remarks:

	Gregg L. Engles	11/11/2003
	** Signature of Reporting Person	Date
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