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 *
ENGLES GREGG L
   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)
Chairman of the Board and
(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)
Code V Amount (A) or (D) Price
Common Stock 01/13/2009   M   17,800 A $ 0 (1) 3,129,082 D  
Common Stock 01/13/2009   M   8,357 A $ 0 (1) 3,137,439 D  

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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Forward sale contract (obligation to sell) (2) (3) (4)             11/19/2009(2)(3)(4) 11/19/2009(2)(3)(4) Common Stock 950,000   950,000 D  
Non-Qualified Stock Option (right to buy-DF002188) $ 14.2466             01/06/2004(5) 01/06/2013 Common Stock 604,968   604,968 D  
Non-Qualified Stock Option (right to buy-DV000987) $ 14.2466             01/06/2004(5) 01/06/2013 Common Stock 284,032   284,032 D  
Non-Qualified Stock Option (right to buy-T0000656) $ 14.2466             01/06/2004(5) 01/06/2013 Common Stock 40,836   40,836 D  
Non-Qualified Stock Option (right to buy-DV000992) $ 14.2466             01/06/2004(5) 01/06/2013 Common Stock 19,173   19,173 D  
Non-Qualified Stock Option (right to buy-TU000181) $ 17.9107             01/13/2005(5) 01/13/2014 Common Stock 1,570   1,570 D  
Non-Qualified Stock Option (right to buy-DV000991) $ 17.9107             01/13/2005(5) 01/13/2014 Common Stock 737   737 D  
Non-Qualified Stock Option (right to buy-TU000183) $ 17.9107             01/13/2005(5) 01/13/2014 Common Stock 208   208 D  
Non-Qualified Stock Option (right to buy-DV000976) $ 17.9107             01/13/2005(5) 01/13/2014 Common Stock 98   98 D  
Non-Qualified Stock Option (right to buy-DF003303) $ 17.9107             01/13/2005(5) 01/13/2014 Common Stock 320,791   320,791 D  
Non-Qualified Stock Option (right to buy-DV000975) $ 17.9107             01/13/2005(5) 01/13/2014 Common Stock 150,611   150,611 D  
Non-Qualified Stock Option (right to buy-T0000901) $ 17.9107             01/13/2005(5) 01/13/2014 Common Stock 40,504   40,504 D  
Non-Qualified Stock Option (right to buy-DV000989) $ 17.9107             01/13/2005(5) 01/13/2014 Common Stock 19,017   19,017 D  
Non-Qualified Stock Option (right to buy-TU000182) $ 18.3014             01/07/2006(5) 01/07/2015 Common Stock 321   321 D  
Non-Qualified Stock Option (right to buy-DV000977) $ 18.3014             01/07/2006(5) 01/07/2015 Common Stock 151   151 D  
Non-Qualified Stock Option (right to buy-DF902595) $ 18.3014             01/07/2006(5) 01/07/2015 Common Stock 282,768   282,768 D  
Non-Qualified Stock Option (right to buy DV000986) $ 18.3014             01/07/2006(5) 01/07/2015 Common Stock 132,760   132,760 D  
Non-Qualified Stock Option (right to buy-T0000619) $ 18.3014             01/07/2006(5) 01/07/2015 Common Stock 52,104   52,104 D  
Non-Qualified Stock Option (right to buy-DV000993) $ 18.3014             01/07/2006(5) 01/07/2015 Common Stock 24,463   24,463 D  
Non-Qualified Stock Option (right to buy-DF004886) $ 25.6821             01/13/2007(5) 01/13/2016 Common Stock 433,122   433,122 D  
Non-Qualified Stock Option (right to buy-DV000978) $ 25.6821             01/13/2007(5) 01/13/2016 Common Stock 203,351   203,351 D  
Non-Qualified Stock Option (right to buy-DF005346) $ 30.1121             02/12/2008(5) 02/12/2017 Common Stock 243,741   243,741 D  
Non-Qualified Stock Option (right to buy-DV000981) $ 30.1121             02/12/2008(5) 02/12/2017 Common Stock 114,436   114,436 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
ENGLES GREGG L
2515 MCKINNEY AVENUE, SUITE 1200
DALLAS, TX 75201		   X     Chairman of the Board and  

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 26,157 shares of common stock of the Issuer pursuant to the vesting provisions in the 2006 Award of Restricted Stock Units ("RSUs").
(2) On November 21, 2008, the reporting person entered into a prepaid variable forward sale contract with an unaffiliated third party buyer. The contract obligates the reporting person to deliver to the buyer up to 950,000 shares of Dean Foods common stock (or, at the reporting person's election, an equivalent amount of cash) ratably based on the market price of Dean Foods common stock measured over a 4-day period consisting of November 19, 20, 23 and 24, 2009 (each, a "Valuation Date"). In exchange for assuming this obligation, the reporting person received a cash payment of $11,138,568.13 as of the date of entering into the contract. [CONTINUED ON NEXT FOOTNOTE]
(3) The reporting person has pledged 950,000 shares of Dean Foods common stock (the "Pledged Shares") to secure his obligations under the contract, and retains dividend and voting rights in the Pledged Shares during the term of the pledge. The number of shares of Dean Foods common stock to be delivered by the reporting person to the buyer at maturity is to be determined as follows: (a) if the closing price of Dean Foods common stock on each Valuation Date (each, a "Settlement Price") is less than or equal to $13.9981 (the "Initial Share Price"), the reporting person will deliver to the buyer all of the Pledged Shares; (b) if the Settlement Price is greater than the Initial Share Price but less than or equal to $18.8974 (the "Cap Price"), the reporting person will deliver to the buyer a number of shares of Dean Foods common stock equal to the product of (x) the Pledged Shares times (y) the Initial Share Price divided by the Settlement Price; [CONTINUED ON NEXT FOOTNOTE]
(4) and (c) if the Settlement Price is greater than the Cap Price, the reporting person will deliver to the buyer a number of shares of Dean Foods common stock equal to the product of (x) the Pledged Shares times (y) the quotient of (i) the Initial Share Price + (Settlement Price minus Cap Price), divided by (ii) the Settlement Price. [END OF FOOTNOTE]
(5) 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 TWO (2) FORM 4s FILED ON THIS SAME DATE.

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