1
 
                       SECURITIES AND EXCHANGE COMMISSION
 
                             Washington, D.C. 20549
 
                                   Form 10-C
 
                Report by Issuer of Securities Quoted on NASDAQ
 
                          Interdealer Quotation System
 
                  Filed pursuant to Section 13 or 15(d) of the
                Securities Exchange Act of 1934 and Rule 13a-17
                              or 15d-17 thereunder
 
                         DREYER'S GRAND ICE CREAM, INC.
                 (Exact name of issuer as specified in charter)

                               ------------------
 
                 5929 COLLEGE AVENUE, OAKLAND, CALIFORNIA 94618
               (Address of principal executive offices) (Zip code)
 
                Issuer's telephone number, including area code:
 
                                 (510) 652-8187
 
                   I.  CHANGE IN NUMBER OF SHARES OUTSTANDING
 
          Indicate any change (increase or decrease) of 5% or more in
                       the number of shares outstanding:
 
1.  Title of security: Common Stock, par value $1.00 per share
 
2.  Number of shares outstanding before the change:  13,281,361
 
3.  Number of shares outstanding after the change:   16,281,361

4.  Effective date of change: June 14, 1994
 
5.  Method of change:
 
     Specify method (such as merger, acquisition, exchange, distribution,
stock split, reverse split, acquisition of stock for treasury, etc.):
 
Sale of newly issued shares of Common Stock by Issuer in a private placement.
 
Give brief description of transaction:
 
           Sale of newly issued shares of Common Stock by Issuer to
   Nestle Holdings, Inc. pursuant to a Stock and Warrant Purchase Agreement
       dated May 6, 1994 by and between Issuer and Nestle Holdings, Inc.
 
                II.  CHANGE IN NAME OF ISSUER

                          Not applicable.
 
1.  Name prior to change _____________________________________________
 
2.  Name after change ________________________________________________
 
3.  Effective date of charter amendment changing name ________________
 
4.  Date of shareholder approval of change, if required ______________
 
Date: June 15, 1994

                                  /s/  Paul R. Woodland
                         __________________________________________
                                     Paul R. Woodland
                         Vice President--Finance and Administration
                                and Chief Financial Officer
                               (Officer's signature & title)