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 *
SCALZO JOSEPH
   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) _____ Other (specify below)
President-White Wave Foods Co.
(Last)
(First)
(Middle)
2515 MCKINNEY AVENUE, SUITE 1200		 3. Date of Earliest Transaction (Month/Day/Year)
01/15/2009
(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 01/15/2009   M   8,000 (1) A $ 0 (1) 11,817 D  
Common Stock 01/15/2009   F   2,765 (1) D $ 18.17 (1) 9,052 D  

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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
Restricted Stock Units (DU004304) $ 0 01/15/2009   M     8,000 (1) 01/15/2009(2) 01/15/2018 Common Stock 8,000 $ 0 32,000 D  
Restricted Stock Units (DU003833) $ 0             02/12/2008(3) 02/12/2017 Common Stock 16,000   16,000 D  
Restricted Stock Units (DV005220) $ 0             02/12/2008(3) 02/12/2017 Common Stock 7,512   7,512 D  
Non-Qualified Stock Option (right to buy-DF003753) $ 25.8454             10/11/2006(4) 10/11/2015 Common Stock 245,000   245,000 D  
Non-Qualified Stock Option (right to buy-DV003475) $ 25.8454             10/11/2006(4) 10/11/2015 Common Stock 115,028   115,028 D  
Non-Qualified Stock Option (right to buy-DF005350) $ 30.1121             02/12/2008(5) 02/12/2017 Common Stock 93,223   93,223 D  
Non-Qualified Stock Option (right to buy-DV003477) $ 30.1121             02/12/2008(5) 02/12/2017 Common Stock 43,768   43,768 D  
Non-Qualified Stock Option (right to buy-DF006425) $ 25.37             01/15/2009(5) 01/15/2018 Common Stock 140,000   140,000 D  
Incentive Stock Option (right to buy-DF005339) $ 30.1121             02/12/2008(5) 02/12/2017 Common Stock 6,777   6,777 D  
Incentive Stock Option (right to buy-DV003476) $ 30.1121             02/12/2008(5) 02/12/2017 Common Stock 3,182   3,182 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
SCALZO JOSEPH
2515 MCKINNEY AVENUE
SUITE 1200
DALLAS,, TX 75201		       President-White Wave Foods Co.  

Signatures

 Angela B. Miro, Attorney-In-Fact   01/20/2009
**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 8,000 shares of common stock of the Issuer pursuant to the vesting provisions in the 2008 Restricted Stock Unit Award Agreement. A total of 2,765 shares were surrendered to satisfy tax obligations of the reporting person, resulting in the issuance of a total of 5,235 net shares of common stock.
(2) A Restricted Stock Unit, which is issued under the Company's 2007 Stock Incentive Plan, is a right to receive one share of Common Stock of the Issuer in the future, subject to the terms and conditions of the award agreement. The units vest annually, on a prorata basis, over a five-year period beginning on the first anniversary grant date, subject to certain accelerated vesting provisions.
(3) A Restricted Stock Unit, which is issued under the Issuer's 1989 Stock Awards Plan, is a right to receive one share of common stock of the Issuer in the future, subject to the terms and conditions of the award agreement. The units vest annually, on a prorata basis, over a five-year period beginning on the first anniversary date of grant, subject to certain accelerated vesting provisions.
(4) The options vest in three equal installments beginning on the first anniversary of the date of the grant and were issued without stockholder approval, as an "inducement grant", as such term is defined by the New York Stock Exchange.
(5) The shares of common stock subject to the Option shall vest ratably in three equal increments commencing on the first anniversary of the grant date.

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