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)
07/07/2005
(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 07/07/2005   M(1)   108,375 A $ 0 1,509,317 (2) 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
Deferred Stock Units (3) $ 0 07/07/2005   M     144,000 (1) 01/07/2004 01/07/2013 Common Stock 144,000 $ 0 0 D  
Deferred Stock Units (3) $ 0 07/07/2005   M     26,535 (1) (4) 01/07/2004 01/07/2013 Common Stock 26,535 $ 0 0 D  
Deferred Stock Units (3) $ 0             01/13/2005 01/13/2014 Common Stock 80,800 (4)   80,800 D  
Deferred Stock Units (3) $ 0             01/13/2005 01/13/2014 Common Stock 14,889 (4)   14,889 D  
Restricted Stock Units (3) $ 0             01/10/2006 01/10/2015 Common Stock 104,000 (4)   104,000 D  
Restricted Stock Units (3) $ 0             01/10/2006 01/10/2015 Common Stock 19,164 (4)   19,164 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

 Gregg L. Engles   07/07/2005
**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 144,000 shares of common stock of the Issuer pursuant to certain accelerated vesting provisions in the 2003 Award of Deferred Stock Units ("DSUs"). Due to the spin-off of the Issuer's Specialty Foods Division on June 27, 2005, the reporting person's number of DSUs has been adjusted by 26,535 to restore the post-spin value of the award to the pre-spin value of the award. A portion of these shares (62,160) were surrendered to satisfy tax obligations of the reporting person, resulting in the issuance of 108,375 net shares of common stock.
(2) The Amount of Securities Beneficially Owned Following the Reported Transactions reflects the number of Issuer's shares of stock owned by the Reporting Person, taking into account adjustments for splits, exchanges and any voluntary reporting events.
(3) A Stock Unit, which is issued under the Company'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) Due to the spin-off of the Issuer's Specialty Foods Division on June 27, 2005, the reporting person's number of DSUs has been adjusted to restore the post-spin value of the award to the pre-spin value of the award.

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