On May 5, 2009, Dean Foods Company (the "Company") entered into an underwriting agreement with Merrill Lynch, Pierce, Fenner & Smith Incorporated, J.P. Morgan Securities Inc., Barclays Capital Inc. and Wachovia Capital Markets, LLC, as representatives of the underwriters named therein, to issue and sell 22,500,000 shares of the Company's common stock, $.01 par value per share, in a public offering pursuant to a registration statement on Form S-3 (File No. 333-149439) and a related prospectus supplement filed with the Securities and Exchange Commission. In addition, the Company granted the underwriters an option exercisable for 30 days from the date of the prospectus supplement to purchase, at the public offering price less underwriting discounts and commissions, up to an additional 3,375,000 shares of its common stock to cover overallotments, if any.

The offering was priced at $18.25 per share. The Company expects to receive net proceeds from the offering of approximately $394 million (or approximately $453 million if the underwriters exercise their overallotment option in full), after deducting the underwriting discounts and commissions and estimated offering expenses. The Company intends to use the net proceeds of the offering to repay the $122.8 million aggregate principal amount of its subsidiary's 6.625% senior notes due May 15, 2009, and use the remaining net proceeds to repay indebtedness under its receivables-backed facility.

The above description of the underwriting agreement is qualified in its entirety by reference to the underwriting agreement, which is filed as Exhibit 1.1 hereto and is incorporated herein by reference.

Wilmer Cutler Pickering Hale and Dorr LLP, counsel to the Company, has issued an opinion to the Company, dated May 5, 2009, regarding the legality of the shares of common stock to be issued and sold in the offering upon issuance and sale thereof. A copy of the opinion as to legality is filed as Exhibit 5.1 to this Current Report on Form 8-K.

(d) Exhibits

Exhibit No.       Description

1.1               Underwriting Agreement dated May 5, 2009.
5.1               Opinion of Wilmer Cutler Pickering Hale and Dorr LLP dated May 5,
                  2009.
23.1              Consent of Wilmer Cutler Pickering Hale and Dorr LLP (contained
                  in Exhibit 5.1 above).