Sec Form 4 Filing - DEMOS STEVEN A @ DEAN FOODS CO/ - 2005-03-09

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 DEMOS STEVEN A 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, WhiteWave Foods Co (Last) (First) (Middle) WHITEWAVE FOODS COMPANY, 1900 NORTH 57TH COURT 3. Date of Earliest Transaction (MM/DD/YY) 03/09/2005 (Street) BOULDER, CO80301 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 03/09/2005 S 2,059 D $ 34.68 8,596.162 D Common Stock 01/31/2005 J V 66.7879 A $ 29.9455 ( 1 ) 8,662.9499 D Common Stock 03/09/2005 S 3,750 D $ 34.68 11,250 I By limited liability company. ( 2 ) Common Stock 03/09/2005 S 4,238 D $ 34.68 12,712 I By family trust. ( 3 )

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 Stock Units ( 4 ) $ 0 12/22/2005 12/22/2014 Common Stock 20,000 20,000 D Incentive Stock Option (right to buy) ( 5 ) $ 32.3 12/22/2005 12/22/2014 Common Stock 9,285 9,285 D Non-Qualified Stock Option (right to buy) ( 5 ) $ 32.3 12/22/2005 12/22/2014 Common Stock 40,715 40,715 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other DEMOS STEVEN A WHITEWAVE FOODS COMPANY 1900 NORTH 57TH COURT BOULDER, CO80301 President, WhiteWave Foods Co Signatures Steven A. Demos 03/11/2005 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Shares purchased through Issuer's Employee Stock Purchase Plan. ( 2 )Shares are held by Demos Investments, LLC. The Reporting Person controls, and is the majority owner of, Demos Investments, LLC. ( 3 )Shares are held by the Steven A. Demos Irrevocable Family Trust. The Reporting Person's brother is the Trustee and the Reporting Person's two children are the beneficiaries of the trust. The Reporting Person disclaims all interest in this family trust. ( 4 )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. ( 5 )The shares of common stock subject to the Option vest ratably in three equal increments commencing on the first anniversary of the grant 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).

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