Edgar Filing: DEAN FOODS CO

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

LLEWELLYN JOHN H JR

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)

(Last)

(First)

(Middle)

ONE STEAMBOAT LANE

3. Date of Earliest Transaction (Month/Day/Year)
06/30/2007

(Street)

HINGHAM, MA 02043

4. If Amendment, Date 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

(City)

(State)

(Zip)

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	06/30/2007		A		621	A	$ 0 ⁽¹⁾	34,426	D
Common Stock								2,750	I	Shares held by The John S. Llewellyn, Jr. and Mary Martha Llewellyn 2006 Irrevocable Trust.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Non-Qualified Stock Option (right to buy-DP003381)

$ 12.5898

06/01/1998⁽²⁾

06/01/2008

Common Stock

6,768

Non-Qualified Stock Option (right to buy-DV002419)

$ 12.5898

06/01/1998⁽²⁾

06/01/2008

Common Stock

3,178

Non-Qualified Stock Option (right to buy-T0000840)

$ 12.5898

06/01/1998⁽²⁾

06/01/2008

Common Stock

1,247

Non-Qualified Stock Option (right to buy-DV002420

$ 12.5898

06/01/1998⁽²⁾

06/01/2008

Common Stock

585

Non-Qualified Stock Option (right to buy-DP003382)

$ 9.5022

06/01/1999⁽²⁾

06/01/2009

Common Stock

6,768

Non-Qualified Stock Option (right to buy-DV002412)

$ 9.5022

06/01/1999⁽²⁾

06/01/2009

Common Stock

3,178

Non-Qualified Stock Option (right to buy-T0000842)

$ 9.5022

06/01/1999⁽²⁾

06/01/2009

Common Stock

1,247

Non-Qualified Stock Option (right to buy-DV002421)

$ 9.5022

06/01/1999⁽³⁾

06/01/2009

Common Stock

585

Non-Qualified Stock Option (right to buy-DP003383)

$ 8.0867

06/01/2000⁽²⁾

06/01/2010

Common Stock

6,768

Non-Qualified Stock Option (right to buy-DV002417)

$ 8.0867

06/01/2000⁽³⁾

06/01/2010

Common Stock

3,178

Non-Qualified Stock Option (right to buy-T0000844)

$ 8.0867

06/01/2000⁽²⁾

06/01/2010

Common Stock

1,247

Non-Qualified Stock Option (right to buy-DV002422)

$ 8.0867

06/01/2000⁽²⁾

06/01/2010

Common Stock

585

Non-Qualified Stock Option (right to buy-DF002169)

$ 14.2351

07/01/2002⁽³⁾

07/01/2012

Common Stock

22,500

Non-Qualified Stock Option (right to buy-DV002416)

$ 14.2351

07/01/2002⁽²⁾

07/01/2012

Common Stock

10,564

Non-Qualified Stock Option (right to buy-T0000648)

$ 14.2351

07/01/2002⁽³⁾

07/01/2012

Common Stock

4,146

Non-Qualified Stock Option (right to buy-DV002418)

$ 14.2351

07/01/2002⁽³⁾

07/01/2012

Common Stock

1,947

1,974

Non-Qualified Stock Option (right to buy-DF002879)

$ 18.1003

06/30/2003⁽³⁾

06/30/2013

Common Stock

7,500

Non-Qualified Stock Option (right to buy-DV002413)

$ 18.1003

06/30/2003⁽³⁾

06/30/2013

Common Stock

3,521

Non-Qualified Stock Option (right to buy-T0000777)

$ 18.1003

06/30/2003⁽³⁾

06/30/2013

Common Stock

1,382

Non-Qualified Stock Option (right to buy-DV002424)

$ 18.1003

06/30/2003⁽³⁾

03/30/2013

Common Stock

649

Non-Qualified Stock Option (right to buy-DF003668)

$ 21.4389

06/30/2004⁽³⁾

06/30/2014

Common Stock

7,500

Non-Qualified Stock Option (right to buy-DV002411)

$ 21.4389

06/30/2004⁽³⁾

06/30/2014

Common Stock

3,521

Non-Qualified Stock Option (right to buy-T0000787)

$ 21.4389

06/30/2004⁽³⁾

06/30/2014

Common Stock

1,382

Non-Qualified Stock Option (right to buy-DV002423)

$ 21.4389

06/30/2004⁽³⁾

06/30/2014

Common Stock

649

Non-Qualified Stock Option (right to buy-DF905922)

$ 23.9808

06/30/2005⁽³⁾

06/30/2015

Common Stock

7,500

Non-Qualified Stock Option (right to buy-DV002414)

$ 23.9808

06/30/2005⁽³⁾

06/30/2015

Common Stock

3,521

Non-Qualified Stock Option (right to buy-DF005295)

$ 25.3078

06/30/2006⁽³⁾

06/30/2016

Common Stock

7,500

Non-Qualified Stock Option (right to buy-DV002415)

$ 25.3078

06/30/2006⁽³⁾

06/30/2016

Common Stock

3,521

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
LLEWELLYN JOHN H JR ONE STEAMBOAT LANE HINGHAM, MA 02043	X

Signatures

John S. Llewellyn, Jr.		07/16/2007
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	These are restricted shares issued under Dean's 1997 Stock Option and Restricted Stock Plan in payment of fees owed for services as an independent director for the second quarter of 2007. These shares are fully vested due to Mr. Llewellyn's retirement from the Issuer's Board of Directors as of May 18, 2007.
(2)	The options were granted under the Dean Foods Company Directors Plan. The options are fully vested and immediately exercisable.
(3)	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.

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