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SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 or 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):
November 28, 2005 (November 18, 2005)

(DEAN FOODS LOGO)

Dean Foods Company


(Exact name of registrant as specified in its charter)
         
Delaware   1-12755   75-2559681

 
 
(State or other Jurisdiction of   (Commission File Number)   (IRS Employer
Incorporation)       Identification No.)

2515 McKinney Avenue, Suite 1200
Dallas, Texas 75201


(Address of principal executive offices) (Zip code)

Registrant’s telephone number, including area code:
(214) 303-3400

     Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

     o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

     o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

     o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

     o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 


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Item 1.01 Entry into a Material Definitive Agreement.
Item 9.01 Financial Statements and Exhibits
SIGNATURES
Amendment No. 2 to Amended/Restated Credit Agreement


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Item 1.01 Entry into a Material Definitive Agreement.

     On November 18, 2005, we entered into an amendment to our senior credit facility, pursuant to which the maximum leverage covenant was modified to 4.35 to 1.00 through March 31, 2007 and then 4.00 to 1.00 thereafter. The Amendment is Amendment No 2 to our Amended and Restated Credit Agreement dated August 13, 2004.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

     
10.1
  Amendment No. 2 to Amended and Restated Credit Agreement

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SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

         
Dated: November 28, 2005   DEAN FOODS COMPANY
         
    By:   /s/ Ronald L. McCrummen
       
        Ronald L. McCrummen
Senior Vice President and
Chief Accounting Officer

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