SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* SCALZO JOSEPH (Last) (First) (Middle) 2515 MCKINNEY AVENUE SUITE 1200 (Street) DALLAS, TX 75201 (City) (State) (Zip)	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.
	3. Date of Earliest Transaction (Month/Day/Year) 01/15/2009
	4. If Amendment, Date of 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

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

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 Securities Underlying Derivative Security (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: 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

Explanation of Responses:

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.

Remarks:

	Angela B. Miro, Attorney-In-Fact	01/20/2009
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
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