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 *
KLEIN RONALD H
   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)
Senior Vice President --
(Last)
(First)
(Middle)
2515 MCKINNEY AVENUE, SUITE 1200		 3. Date of Earliest Transaction (Month/Day/Year)
01/13/2005
(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 01/13/2005   M(1)   2,400 A $ 0 24,339.411 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
Stock Units (2) $ 0             01/07/2004 01/07/2013 Common Stock 2,700   8,100 D  
Stock Units (2) $ 0 01/13/2005   M(1)     2,400 01/13/2005 01/13/2014 Common Stock 2,400 $ 0 9,600 D  
Stock Units (2) $ 0             01/10/2006 01/10/2015 Common Stock 10,500   10,500 D  
Incentive Stock Option (right to buy) (3) $ 14.375             01/22/2002 01/22/2011 Common Stock 6,954   6,954 D  
Incentive Stock Option (right to buy) (3) $ 20.35             01/14/2003 01/14/2012 Common Stock 4,914   4,914 D  
Incentive Stock Option (right to buy) (3) $ 24.7933             01/06/2004 01/06/2013 Common Stock 4,032   4,032 D  
Incentive Stock Option (right to buy) (3) $ 31.17             01/13/2005 01/13/2014 Common Stock 3,209   3,209 D  
Non-Qualified Stock Option (right to buy) (3) $ 20.35             01/14/2003 01/14/2012 Common Stock 40,086   40,086 D  
Non-Qualified Stock Option (right to buy) (3) $ 20.35             01/14/2003 01/14/2012 Common Stock 30,000   30,000 D  
Non-Qualified Stock Option (right to buy) (3) $ 24.7933             01/06/2004 01/06/2013 Common Stock 33,468   33,468 D  
Non-Qualified Stock Option (right to buy) (3) $ 31.17             01/13/2005 01/13/2014 Common Stock 29,791   29,791 D  
Non-Qualified Stock Option (right to buy) (3) $ 31.85             01/10/2006 01/10/2015 Common Stock 28,600   28,600 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
KLEIN RONALD H
2515 MCKINNEY AVENUE, SUITE 1200
DALLAS, TX 75201		       Senior Vice President --  

Signatures

 Ronald H. Klein   01/18/2005
**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 received 2400 shares of common stock of the Issuer on the first annual vesting date of an award of Stock Units.
(2) 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.
(3) The shares of common stock subject to the Option vest ratably in three equal increments commencing on the first anniversary of the grant date.

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