Sec Form 4 Filing - CALADO MIGUEL M @ DEAN FOODS CO/ - 2004-02-20

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 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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1. Name and Address of Reporting Person CALADO MIGUEL M 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) Executive Vice President and (Last) (First) (Middle) 2515 MCKINNEY AVENUE, SUITE 1200 3. Date of Earliest Transaction (MM/DD/YY) 02/20/2004 (Street) DALLAS, TX75201 4. If Amendment, Date Original Filed (MM/DD/YY) 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 02/20/2004 M V 25,000 A $ 16.3333 59,241 D Common Stock 02/20/2004 S( 3 ) 353 D $ 34.2 58,888 D Common Stock 02/20/2004 S( 3 ) 357 D $ 34.23 58,531 D Common Stock 02/20/2004 S( 3 ) 357 D $ 34.25 58,174 D Common Stock 02/20/2004 S( 3 ) 714 D $ 34.33 57,460 D Common Stock 02/20/2004 S( 3 ) 714 D $ 34.35 56,746 D Common Stock 02/20/2004 S( 3 ) 714 D $ 34.45 56,032 D Common Stock 02/20/2004 S( 3 ) 714 D $ 34.48 55,318 D Common Stock 02/20/2004 S( 3 ) 714 D $ 34.5 54,604 D Common Stock 02/20/2004 S( 3 ) 357 D $ 34.6 54,247 D Common Stock 02/20/2004 S( 3 ) 1,285 D $ 34.65 52,962 D Common Stock 02/20/2004 S( 3 ) 714 D $ 34.6534 52,248 D Common Stock 02/20/2004 S( 3 ) 714 D $ 34.66 51,534 D Common Stock 02/20/2004 S( 3 ) 714 D $ 34.68 50,820 D Common Stock 02/20/2004 S( 3 ) 3,568 D $ 34.7 47,252 D Common Stock 02/20/2004 S( 3 ) 714 D $ 34.705 46,538 D Common Stock 02/20/2004 S( 3 ) 1,427 D $ 34.75 45,111 D Common Stock 02/20/2004 S( 3 ) 4,996 D $ 34.8 40,115 D Common Stock 02/20/2004 S( 3 ) 1,427 D $ 34.85 38,688 D Common Stock 02/20/2004 S( 3 ) 2,284 D $ 34.9 36,404 D Common Stock 02/20/2004 S( 3 ) 714 D $ 34.9008 35,690 D Common Stock 02/20/2004 S( 3 ) 1,449 D $ 34.95 34,241 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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 Non-Qualified Stock Option (right to buy) $ 16.3333 02/20/2004 M 25,000 07/31/1999( 1 ) 07/31/2008 Common Stock 75,000 $ 16.333 50,000 D Non-Qualified Stock Option (right to buy) $ 14.375 01/22/2002( 1 ) 01/22/2011 Common Stock 11,615 0 D Incentive Stock Option (right to buy) $ 20.35 01/14/2003( 1 ) 01/14/2012 Common Stock 4,914 4,914 D Non-Qualified Stock Option (right to buy) $ 20.35 01/14/2003( 1 ) 01/14/2012 Common stock 85,086 85,086 D Incentive Stock Option (right to buy) $ 24.7933 01/06/2004( 1 ) 01/06/2013 Common Stock 4,032 4,032 D Non-Qualified Stock Option (right to buy) $ 24.7933 01/06/2004( 1 ) 01/06/2013 Common Stock 33,468 33,468 D Deferred Stock Units (right to receive) ( 2 ) $ 0 01/07/2004 01/07/2013 Common Stock 10,800 10,800 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other CALADO MIGUEL M 2515 MCKINNEY AVENUE, SUITE 1200 DALLAS, TX75201 Executive Vice President and Signatures Miguel M. Calado 02/20/2004 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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. ( 2 )The reporting person has received an exempt award of Deferred Stock Units ("DSUs") under the Company's 1989 Stock Awards Plan which is a right to receive shares of common stock of the Issuer in the future, subject to the terms and conditions of the DSU Award Agreement. The DSUs vest annually, on a prorata basis, over a five-year period beginning on the first anniversary of the date of grant, subject to certain accelerated vesting provisions. ( 3 )Sale is pursuant to a 10b5-1 Sales Plan between reporting person and Bear Stearns & Co., Inc., acting as agent, to permit the orderly disposition of a portion of the reporting person's holdings of the Issuer's common stock, par value $0.01 per share of Dean Foods Company.

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).

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