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                                   FORM 8-A/A

                                 AMENDMENT NO. 2

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                     PURSUANT TO SECTION 12(b) OR (g) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                         DREYER'S GRAND ICE CREAM, INC.
             (Exact name of registrant as specified in its charter)

              Delaware                                    94-2967523
(State of incorporation or organization)       (IRS Employer Identification No.)

   5929 College Avenue, Oakland, CA                         94618
(Address of principal executive offices)                  (Zip Code)

        Securities to be registered pursuant to Section 12(b) of the Act:

Title of each class                           Name of each exchange on which
to be so registered                           each class is to be registered
       N/A                                                    N/A

       Securities to be registered pursuant to Section 12(g) of the Act:

                         Preferred Stock Purchase Rights
                                (Title of Class)


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The undersigned registrant, Dreyer's Grand Ice Cream, Inc., a Delaware
corporation (the "Company"), hereby amends Item 1 of its Registration Statement
on Form 8-A (the "Registration Statement") as set forth below:

Item 1.  Description of Securities To Be Registered.

On May 14, 1997, the Board of Directors of Dreyer's Grand Ice Cream, Inc. (the
"Company") approved a third amendment (the "Amendment") to the Amended and
Restated Rights Agreement dated as of March 4, 1991, as amended June 14, 1994
and March 17, 1997 (as amended to date, the "Rights Agreement"), between the 
Company and ChaseMellon Shareholder Services L.L.C., (as second successor to
Bank of America, NT & SA), as Rights Agent (the "Rights Agent"). The Amendment,
which was effective May 15, 1997, increased the purchase price for exercise of
the Rights (as defined in the Rights Agreement) and extended the expiration date
of the Rights.

The following is a description of the Company's Rights Agreement, as amended.

On May 6, 1987, the Board of Directors of the Company declared a dividend
distribution of one right (the "Right") for each outstanding share of common
stock, par value $1.00 per share, of the Company (the "Common Stock") to
stockholders of record at the close of business on May 16, 1987 (the "Record
Date"), and authorized the issuance of one Right, subject to adjustment, for
each share of Common Stock of the Company issued between the Record Date and the
Distribution Date (as hereinafter defined). Each Right originally entitled the
registered holder to purchase from the Company one one-hundredth of a share of
Series A Participating Preferred Stock, $1 par value per share (the "Series A
Preferred Shares"), of the Company, at a price of $53 per one one-hundredth of a
Series A Preferred Share, subject to adjustment. As a result of a stock
dividend, each Right currently entitles the registered holder to purchase
one-two hundredth of a Series A Preferred Share. As a result of the Amendment,
the purchase price per one one-hundredth of a Series A Preferred Share is three
hundred dollars ($300) (the "Purchase Price"); the effective purchase price per
one two-hundredth of a Series A Preferred Share (and thus the current exercise
price of a Right) is one hundred fifty dollars ($150), subject to adjustment.
The description and terms of the Rights are set forth in the Rights Agreement.

Initially, the Rights are attached to all outstanding shares of Common Stock,
and no separate certificates evidencing the Rights are distributed. The Rights
will be separate from the Common Stock and a distribution date (the
"Distribution Date") will occur upon the earlier of: (i) 10 days following a
public announcement that a person or group of affiliated or associated persons
(an "Acquiring Person") have acquired beneficial ownership of 20% or more of the
outstanding shares of Common Stock or (ii) 10 business days (or such later date
as may be determined by action of the Board of Directors prior to such time as
any person or group of affiliated persons becomes an Acquiring Person) following
the commencement of, or announcement of an intention to make, a tender offer or
exchange offer the consummation of which would result in the beneficial
ownership by a person or group of 20% or more of the outstanding shares of
Common Stock.


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The following entities and persons are exempted from the definition of an
Acquiring Person: (i) the Company, (ii) any Subsidiary (as defined in the Rights
Agreement) of the Company, (iii) any employee benefit plan of the Company or any
Subsidiary of the Company, (iv) any entity holding Common Stock for or pursuant
to the terms of any such plan, (v) T. Gary Rogers, William F. Cronk, III, or any
Affiliate or Associate (as such terms are defined in the Rights Agreement) of 
T. Gary Rogers, or William F. Cronk, III, or (vi) Nestle Holdings, Inc., a 
Delaware corporation, or any Affiliate or Associate of Nestle Holdings, Inc., 
so long as Nestle Holdings, Inc. is not in breach of Section 6.1(d) or proviso 
(B) to Section 6.1, as may be applicable at the time, of the Stock and Warrant 
Purchase Agreement dated May 6, 1994 between the Company and Nestle 
Holdings, Inc.

The Rights Agreement provides that, until the Distribution Date, the Rights will
be transferred with and only with shares of Common Stock. Until the Distribution
Date (or earlier redemption or expiration of the Rights), new Common Stock
certificates issued after the Record Date upon transfer, or new issuance of
shares of Common Stock will contain a notation incorporating the Rights
Agreement by reference. Until the Distribution Date (or earlier redemption or
expiration of the Rights), the surrender for transfer of any certificates for
Common Stock outstanding as of the Record Date, even without such notation, will
also constitute the transfer of the Rights associated with the Common Stock
represented by such certificate. As soon as practicable following the
Distribution Date, separate certificates evidencing the Rights ("Rights
Certificates") will be mailed to holders of record of the Common Stock as of the
close of business on the Distribution Date and such separate Rights Certificates
alone will evidence the Rights.

The Rights are not exercisable until the Distribution Date. The Rights will
expire on May 16, 2007 (the "Final Expiration Date"), unless the Final
Expiration Date is extended or unless the Rights are earlier redeemed by the
Company, in each case, as described below.


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The Purchase Price payable, and the number of Series A Preferred Shares or other
securities or property issuable, upon exercise of the Rights are subject to
adjustment from time to time to prevent dilution (i) in the event of a stock
dividend on, or a subdivision, combination or reclassification of, the Series A
Preferred Shares, (ii) if holders of the Series A Preferred Shares are granted
certain rights or warrants to subscribe for Series A Preferred Shares or
convertible securities at less than the current market price of the Series A
Preferred Shares or (iii) upon the distribution to holders of the Series A
Preferred Shares of evidence of indebtedness or assets (excluding regular cash
dividends) or of subscription rights or warrants (other than those referred to
above).

The number of outstanding Rights and the fractions of a Series A Preferred Share
issuable upon exercise of each Right are also subject to adjustment in the event
of a stock split of the Common Stock or a stock dividend on the Common Stock
payable in Common Stock or subdivisions, consolidations or combinations of the
Common Stock occurring, in any such case, prior to the Distribution Date.

Series A Preferred Shares purchasable upon exercise of the Rights will not be
redeemable.  Each Preferred Share will be entitled to an aggregate dividend of
200 times the dividend declared per share of Common Stock.  In the event of
liquidation, the holders of the Series A Preferred Shares will be entitled to
an aggregate payment of 200 times the payment made per share of Common Stock. 
Each Series A Preferred Share will have 200 votes, voting together with the
shares of Common Stock.  Finally, in the event of any merger, consolidation or
other transaction in which shares of Common Stock are exchanged, each Series A
Preferred Share will be entitled to receive 200 times the amount received per
share of Common Stock.  These rights are protected by customary antidilution
provisions.

Because of the nature of the Series A Preferred Shares' dividend, liquidation
and voting rights, the value of the one two-hundredth interest in a Series A
Preferred Share purchasable upon exercise of each Right should approximate the
value of one share of Common Stock.
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In the event that the Company is acquired in a merger or other business
combination transaction or 50% or more of its consolidated assets or earning
power are sold, proper provision will be made so that each holder of a Right
will thereafter have the right to receive, upon the exercise thereof at the
then current exercise price of the Right, that number of shares of common stock
of the acquiring company which at the time of such transaction will have a
market value of two times the exercise price of the Right. In the event that
any person or group of affiliated or associated persons becomes an Acquiring
Person, each holder of a Right, other than Rights beneficially owned by the
Acquiring Person (which will thereafter be void), will thereafter have the
right to receive upon exercise that number of shares of Common Stock having a
market value of two times the exercise price of the Right.

At any time after any person or group becomes an Acquiring Person and prior to
the acquisition by such person or group of 50% or more of the outstanding
shares of Common Stock, the Board of Directors of the Company may exchange the
Rights (other than Rights owned by such person or group which will have become
void), in whole or in part, at an exchange ratio of one share of Common Stock,
or one two-hundredth of a Series A Preferred Share (or of a share of a class or
series of the Company's preferred stock having equivalent rights, preferences 
and privileges), per Right (subject to adjustment).

At any time prior to the time a person becomes an Acquiring Person, the Board
of Directors of the Company may redeem the Rights in whole, but not in part,
at a price of $.01 per Right (the "Redemption Price"). The redemption of the
Rights may be made effective at such time on such basis with such conditions
as the Board of Directors in its sole discretion may establish. Immediately
upon any redemption of the Rights, the right to exercise the Rights will
terminate and the only right of the holders of Rights will be to receive the
Redemption Price.

The terms of the Rights may be amended by the Board of Directors of the Company
without the consent of the holders of the Rights, including an amendment to
lower certain thresholds described above to not less than the greater of (i) the
sum of .001% and the largest percentage of the outstanding shares of Common
Stock then known to the Company to be beneficially owned by any person or group
of affiliated or associated persons and (ii) 10%, except that from and after
such time as any person or group of affiliated or associated persons becomes an
Acquiring Person no such amendment may adversely affect the interests of the
holders of the Rights.

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With certain exceptions, no adjustment in the Purchase Price will be required
until cumulative adjustments require an adjustment of at least one percent (1%)
in such Purchase Price. No fractional shares will be issued and in lieu thereof,
an adjustment in cash will be made based on the market price of the Common Stock
on the last trading day prior to the date of exercise.

Until a Right is exercised, the holder thereof, as such, will have no rights as
a stockholder of the Company, including, without limitation, the right to vote
or to receive dividends.

The Rights have certain anti-takeover effects. The Rights will cause substantial
dilution to a person or group that attempts to acquire the Company on terms not
approved by the Company's Board of Directors, except pursuant to an offer
conditioned on a substantial number of Rights being acquired. The Rights should
not interfere with any merger or other business combination approved by the
Board of Directors since the Rights may be redeemed by the Company at $.01 per
Right prior to the time that there is an Acquiring Person.

The Rights Agreement, dated as of May 6, 1987, between the Company and Bank of
America NT & SA, as Rights Agent, specifying the terms of the Rights (including
a summary of the Rights as an exhibit thereto), the Amended and Restated Rights
Agreement dated as of March 4, 1991 between the Company and Bank of America NT &
SA, as Rights Agent, the First Amendment to the Amended and Restated Rights
Agreement dated as of June 14, 1994, the Second Amendment to the Amended and
Restated Rights Agreement dated as of March 17, 1997 and the Third Amendment to
the Rights Agreement, respectively, have been filed as exhibits to this
Registratiojn Statement or are incorporated by reference.

The foregoing summary of the Rights does not purport to be complete and is
qualified in its entirety by reference to the exhibits filed with this Form
8-A, as amended, which exhibits are hereby incorporated herein by this
reference in their entirety.

Item 2. Exhibits. The following items are filed as exhibits to the Registration
Statement.



Exhibit     Description of                              
No.         Document                                      Location
                                                    
1.          Rights Agreement dated as of May              Incorporated by reference to
            6, 1987 between Dreyer's Grand                Exhibit 1.0 to the Dreyer's
            Ice Cream, Inc. and Bank of America,          Grand Ice Cream, Inc. Form 8-A
            N.T. & S.A., as Rights Agent.                 filed on October 16, 1987.

2.          The description in "Item 5. Other             Incorporated by reference to
            Information" of the Dreyer's                  the Dreyer's Grand Ice Cream, Inc.
            Grand Ice Cream, Inc. Form 10-Q               Quarterly Report on Form 10-Q
            Quarterly Report for the period               filed under Commission File No.
            ended March 28, 1987.                         1-10259 on May 12, 1987.

3.          Amended and Restated Rights                   Incorporated by reference to
            Agreement dated as of March 4,                Exhibit 10.1 to the Dreyer's
            1991 between Dreyer's Grand                   Grand Ice Cream, Inc. Form
            Ice Cream Inc. and Bank of                    8-A/Amendment No. 1 filed on
            America, N.T. & S.A., as                      March 20, 1991.
            Rights Agent.      




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Exhibit     Description of                                        
No.         Document                                      Location
                                                    
4.          First Amendment to Amended and                Incorporated by reference to Exhibit
            Restated Rights Agreement dated               4.1 to the Dreyer's Grand Ice Cream,
            as of June 14, 1994 between Dreyer's          Inc. Quarterly Report on Form 10-Q
            Grand Ice Cream, Inc. and First               filed under Commission File No.
            Interstate Bank of California (as             0-14190 on August 9, 1994.
            successor Rights Agent to Bank of
            America, N.T. & S.A.), as Rights
            Agent.

5.          Second Amendment to Amended and               Incorporated by reference to Exhibit
            Restated Rights Agreement dated as            10.1 to the Dreyer's Grand Ice Cream,
            of March 17, 1997 between Dreyer's            Inc. Form 8-K filed under Commission
            Grand Ice Cream, Inc. and ChaseMellon         File No. 0-14190 on March 21, 1997.
            Shareholder Services, LLC (as             
            second successor to Bank of America,
            N.T. & S.A.), as Rights Agent.

6.          Third Amendment to Amended and                Incorporated by reference to Exhibit
            Restated Rights Agreement dated as            10.1 to the Dreyer's Grand Ice Cream,
            of May 15, 1997 between Dreyer's              Inc. Form 8-K filed under Commission
            Grand Ice Cream, Inc. and ChaseMellon         File No. 0-14190 on May 19, 1997.
            Shareholder Services, LLC (as             
            second successor to Bank of America,
            N.T. & S.A.), as Rights Agent.




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                                    SIGNATURE

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

DREYER'S GRAND ICE CREAM, INC.



By:    /s/ Paul R. Woodland
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Name:  Paul R. Woodland
Title: Vice President - Finance and Administration,
       Chief Financial Officer and Assistant Secretary

Dated:  May 21, 1997

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