Edgar Filing: Fehr Richard

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 ^*

Fehr Richard

2. Issuer Name and Ticker or Trading Symbol
DEAN FOODS CO [DF]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	__X__ Other (specify below)
Senior Vice President / Business Optimization, DSD Grp

(Last)

(First)

(Middle)

2515 MCKINNEY AVENUE, SUITE 1200

3. Date of Earliest Transaction (Month/Day/Year)
01/13/2009

(Street)

DALLAS, TX 75201

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	01/13/2009		M		2,400 ⁽¹⁾	A	$ 0	145,607	D
Common Stock	01/13/2009		M		1,127 ⁽¹⁾	A	$ 0	146,734	D
Common Stock	01/13/2009		F		368 ⁽¹⁾	D	$ 18.61	146,366	D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.		SEC 1474 (9-02)

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-LS001299)

$ 6.5602

06/04/2000⁽²⁾

06/04/2009

Common Stock

40,813

Non-Qualified Stock Option (right to buy-T0000611)

$ 6.5602

06/04/2000⁽²⁾

06/04/2009

Common Stock

13,268

Non-Qualified Stock Option (right to buy-DV001089)

$ 6.5602

06/04/2000⁽²⁾

06/04/2009

Common Stock

10,332

Non-Qualified Stock Option (right to buy-SE001689)

$ 7.1707

01/04/2001⁽²⁾

01/04/2010

Common Stock

120,000

Non-Qualified Stock Option (right to buy-T0000626)

$ 7.1707

01/04/2001⁽²⁾

01/04/2010

Common Stock

22,112

Non-Qualified Stock Option (right to buy-DV001062)

$ 7.1707

01/04/2001⁽²⁾

01/04/2010

Common Stock

56,340

Non-Qualified Stock Option (right to buy-DV001056)

$ 7.1707

01/04/2001⁽²⁾

01/04/2010

Common Stock

10,382

Non-Qualified Stock Option (right to buy-SF002318)

$ 8.2601

01/22/2002⁽²⁾

01/22/2011

Common Stock

106,026

Incentive Stock Option (right to buy-SF002317)

$ 8.2601

01/22/2002⁽²⁾

01/22/2011

Common Stock

13,974

Non-Qualified Stock Option (right to buy-T0000621)

$ 8.2601

01/22/2002⁽²⁾

01/22/2011

Common Stock

19,538

Incentive Stock Option (right to buy-T0000683)

$ 8.2601

01/22/2002⁽²⁾

01/22/2011

Common Stock

2,575

Non-Qualified Stock Option (right to buy-DV001067)

$ 8.2601

01/22/2002⁽²⁾

01/22/2011

Common Stock

49,779

Non-Qualified Stock Option (right to buy-DV001082)

$ 8.2601

01/22/2002⁽²⁾

01/22/2011

Common Stock

9,173

Incentive Stock Option (right to buy-DV001073)

$ 8.2601

01/22/2002⁽²⁾

01/22/2011

Common Stock

6,561

Incentive Stock Option (right to buy-DV001080)

$ 8.2601

01/22/2002⁽²⁾

01/22/2011

Common Stock

1,209

Non-Qualified Stock Option (right to buy-DF001514)

$ 11.6934

01/14/2003⁽²⁾

01/14/2012

Common Stock

115,086

Incentive Stock Option (right to buy-DF001515)

$ 11.6934

01/14/2003⁽²⁾

01/14/2012

Common Stock

4,914

Non-Qualified Stock Option (right to buy-DF001330)

$ 11.6934

01/14/2003⁽²⁾

01/14/2012

Common Stock

75,000

Non-Qualified Stock Option (right to buy-T0000624)

$ 11.6934

01/14/2003⁽²⁾

01/14/2012

Common Stock

21,207

Incentive Stock Option (right to buy-T0000945)

$ 11.6934

01/14/2003⁽²⁾

01/14/2012

Common Stock

905

Non-Qualified Stock Option (right to buy-T0000614)

$ 11.6934

01/14/2003⁽²⁾

01/14/2012

Common Stock

13,820

Non-Qualified Stock Option (right to buy-DV001090)

$ 11.6934

01/14/2003⁽²⁾

01/14/2012

Common Stock

54,033

Incentive Stock Option (right to buy-DV001064)

$ 11.6934

01/14/2003⁽²⁾

01/14/2012

Common Stock

2,307

Non-Qualified Stock Option (right to buy-DV001063)

$ 11.6934

01/14/2003⁽²⁾

01/14/2012

Common Stock

35,213

Non-Qualified Stock Option (right to buy-DV001083)

$ 11.6934

01/14/2003⁽²⁾

01/14/2012

Common Stock

9,957

Incentive Stock Option (right to buy-DV001072)

$ 11.6934

01/14/2003⁽²⁾

01/14/2012

Common Stock

425

Non-Qualified Stock Option (right to buy-DV001081)

$ 11.6934

01/14/2003⁽²⁾

01/14/2012

Common Stock

6,488

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Fehr Richard 2515 MCKINNEY AVENUE, SUITE 1200 DALLAS, TX 75201			Senior Vice President	Business Optimization, DSD Grp

Signatures

Angela B. Miro, Attorney-in-Fact		01/15/2009
^**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)	The reporting person was entitled to receive a total of 3,527 shares of common stock of the Issuer pursuant to the vesting provisions in the 2006 Award of Restricted Stock units ("RSUs"). A total of 368 shares were surrendered to satisfy tax obligations of the reporting person, resulting in the issuance of a total of 3,159 net shares of common stock.
(2)	The shares of common stock subject to the Option vest ratably in three equal increments commencing on the first anniversary of the grant date.
Remarks: FIRST OF THREE (3) FORM 4s FILED ON THIS SAME DATE.

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