Sec Form 4 Filing - PENDER P EUGENE @ DEAN FOODS CO/ - 2005-06-30

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 PENDER P EUGENE 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 _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 2807 RANCH ROAD 2831 3. Date of Earliest Transaction (MM/DD/YY) 06/30/2005 (Street) MARBLE FALLS, TX78654 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 06/30/2005 A 725 A $ 0 ( 1 ) 21,862 D Common Stock 06/30/2005 M 850 ( 4 ) D $ 0 22,712 D Common Stock 06/30/2005 M 850 ( 5 ) D $ 0 23,562 D Common Stock 950 I By corporation controlled by Mr. Pender Common Stock 6,000 I By Managed Account

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) $ 19.5433 06/30/1998( 2 ) 06/30/2008 Common Stock 22,500 22,500 D Non-Qualified Stock Option (right to buy) $ 13.9583 06/30/1999( 2 ) 06/30/2009 Common Stock 22,500 22,500 D Non-Qualified Stock Option (right to buy) $ 16.2917 06/30/2000( 2 ) 06/30/2010 Common Stock 22,500 22,500 D Non-Qualified Stock Option (right to buy) $ 17.7 06/29/2001( 2 ) 07/29/2011 Common Stock 22,500 22,500 D Non-Qualified Stock Option (right to buy) $ 24.7733 07/01/2002( 2 ) 07/01/2012 Common Stock 22,500 22,500 D Non-Qualified Stock Option (right to buy) $ 31.5 06/30/2003( 2 ) 06/30/2013 Common Stock 7,500 7,500 D Non-Qualified Stock Option (right to buy) $ 37.31 06/30/2004( 2 ) 06/30/2014 Common Stock 7,500 7,500 D Deferred Stock Units $ 0 06/30/2005 M 850 ( 4 ) 06/30/2004( 3 ) 06/30/2013 Common Stock 850 $ 0 850 D Deferred Stock Units $ 0 06/30/2005 M 850 ( 5 ) 06/30/2005( 3 ) 06/30/2014 Common Stock 850 $ 0 1,700 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other PENDER P EUGENE 2807 RANCH ROAD 2831 MARBLE FALLS, TX78654 X Signatures P. Eugene Pender 07/05/2005 Signature of Reporting Person Date

Explanation of Responses:

( 1 )These are restricted s hares issued under the Issuer's 1997 Stock Option and Restricted Stock Plan in payment of fees owed for services as an independent director. All such shares are subject to a three-year vesting period, with the first vesting occurring as of the date the shares were issued. ( 2 )The options were granted automatically under the Issuer's 1997 Amended and Restated Stock Option and Restricted Stock Plan, and are fully vested and immediately exercisable upon grant. ( 3 )The reporting person has received an award of Deferred Stock Units ("DSUs") 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 three year period beginning on the first anniversary date of the grant. ( 4 )Represents shares of common stock of the Issuer vested on the second annual vesting date of a 06/30/2003 award of DSUs. ( 5 )Represents shares of common stock of the Issuer vested on the first annual vesting date of a 06/30/2004 award of DSUs.

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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