<PAGE>   1
                                    FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

(Mark One)

  X        QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
-----                                                                       
                         SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 28, 1996

                                       OR

            TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

Commission file number 0-14190

                         DREYER'S GRAND ICE CREAM, INC.

             (Exact name of registrant as specified in its charter)

Delaware                                                     No. 94-2967523
(State or other jurisdiction of                              (I.R.S. Employer
incorporation or organization)                               Identification No.)


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

                                 (510) 652-8187
              (Registrant's telephone number, including area code)


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

                                 Yes X     No
                                    ---      ---

Indicate the number of shares outstanding of each of the issuer's classes of
common stock as of the latest practicable date.

                                           Shares Outstanding
                                            November 8, 1996
                                            ----------------

        Common stock, $1.00 par value          13,340,885


<PAGE>   2
                         DREYER'S GRAND ICE CREAM, INC.



PART I:  FINANCIAL INFORMATION



ITEM 1.  FINANCIAL STATEMENTS



                         DREYER'S GRAND ICE CREAM, INC.

                           CONSOLIDATED BALANCE SHEET




<TABLE>
<CAPTION>
                                                September 28,   December 30,
($ in thousands, except per share amounts)          1996            1995
                                                -------------   ------------  
                                                 (unaudited)
Assets
Current Assets:
<S>                                                <C>            <C>     
      Cash and cash equivalents                    $  2,495       $  3,051
      Trade accounts receivable, net of
          allowance for doubtful accounts of
          $764 in 1996 and $698 in 1995              91,983         59,298
      Other accounts receivable                      15,725         19,072
      Inventories                                    45,751         33,201
      Prepaid expenses and other                      7,892         12,487
                                                   --------       --------

      Total current assets                          163,846        127,109

Property, plant and equipment, net                  223,440        182,757
Goodwill and distribution rights, net                90,783         86,812
Other assets                                         19,624         17,427
                                                   --------       --------

Total assets                                       $497,693       $414,105
                                                   ========       ========
</TABLE>


See accompanying Notes to Consolidated Financial Statements

 
                                        2


<PAGE>   3
                         DREYER'S GRAND ICE CREAM, INC.

                           CONSOLIDATED BALANCE SHEET



<TABLE>
<CAPTION>
                                                                                 September 28,    December 30,
($ in thousands, except per share amounts)                                           1996            1995
                                                                                  -----------     -----------
                                                                                  (unaudited)
   Liabilities and Stockholders' Equity
   Current Liabilities:
<S>                                                                                <C>            <C>     
        Accounts payable and accrued liabilities                                   $ 60,678       $ 35,514
        Accrued payroll and employee benefits                                        13,981         18,634
        Current portion of long-term debt                                             8,512          3,600
                                                                                   --------       --------

        Total current liabilities                                                    83,171         57,748

   Long-term debt, less current portion                                             171,799        134,000
   Deferred income taxes                                                             35,075         31,712
                                                                                   --------       --------

   Total liabilities                                                                290,045        223,460
                                                                                   --------       --------

   Commitments and contingencies

   Redeemable convertible Series B preferred stock, $1 par value - 1,008,000
     shares authorized; 1,008,000 shares
     issued and outstanding in 1996 and 1995                                         98,700         98,382
                                                                                   --------       --------
   Stockholders' Equity:
        Preferred stock, $1 par value -
          8,992,000 shares authorized; no shares
          issued or outstanding in 1996 and 1995
        Common stock, $1 par value - 30,000,000 shares authorized; 13,341,000
          shares and 12,929,000 shares issued and
          outstanding in 1996 and 1995, respectively                                 13,341         12,929
        Capital in excess of par                                                     51,783         39,370
        Retained earnings                                                            43,824         39,964
                                                                                   --------       --------

   Total stockholders' equity                                                       108,948         92,263
                                                                                   --------       --------

   Total liabilities and stockholders' equity                                      $497,693       $414,105
                                                                                   ========       ========
</TABLE>


See accompanying Notes to Consolidated Financial Statements


                                       3


<PAGE>   4
                         DREYER'S GRAND ICE CREAM, INC.

                        CONSOLIDATED STATEMENT OF INCOME
                                   (unaudited)


<TABLE>
<CAPTION>
                                                Thirteen Weeks Ended          Thirty-Nine Weeks Ended
                                                --------------------          -----------------------
($ in thousands, except per share amounts) Sept. 28, 1996  Sept. 30, 1995  Sept. 28, 1996  Sept. 30, 1995
                                           --------------  --------------  --------------  ---------------
Revenues:
<S>                                            <C>            <C>            <C>            <C>     
   Net sales                                   $234,644       $205,226       $613,182       $534,564
   Other income                                      63            789          1,203          1,702
                                               --------       --------       --------       --------
                                                234,707        206,015        614,385        536,266
Costs and expenses:
   Cost of goods sold                           180,228        154,773        475,046        412,042
   Selling, general and administrative           46,178         45,914        116,174        107,091
   Interest, net of interest capitalized          2,936          2,768          6,917          8,006
                                               --------       --------       --------       --------

                                                229,342        203,455        598,137        527,139
                                               --------       --------       --------       --------

Income before income taxes                        5,365          2,560         16,248          9,127

Income taxes                                      2,060          1,006          6,239          3,587
                                               --------       --------       --------       --------

Net income                                        3,305          1,554         10,009          5,540

Accretion of preferred stock to
    redemption value                                106                           318
Preferred stock dividends                         1,144            661          3,431            661
                                               --------       --------       --------       --------

Net income applicable to common stock          $  2,055       $    893       $  6,260       $  4,879
                                               ========       ========       ========       ========

Net income per common share                    $    .15       $    .07       $    .47       $   . 36
                                               ========       ========       ========       ========

Dividends per common share                     $    .06       $    .06       $    .18       $    .18
                                               ========       ========       ========       ========
</TABLE>


See accompanying Notes to Consolidated Financial Statements


                                       4


<PAGE>   5
                         DREYER'S GRAND ICE CREAM, INC.

            CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
                                   (unaudited)




<TABLE>
<CAPTION>
                                                            Common Stock                               
                                                            ------------            Capital in         Retained
(In thousands)                                           Shares       Amount       Excess of Par       Earnings      Total
                                                         ------       ------       -------------       --------      -----
<S>                                                      <C>         <C>              <C>              <C>          <C>     
Balance at December 31, 1994                             14,064      $14,064          $75,257          $46,600      $135,921
      Net income                                                                                         5,540         5,540
      Preferred stock dividends declared                                                                (2,364)       (2,364)
      Common stock dividends declared                                                                     (661)         (661)
      Repurchases and retirements
         of common stock                                 (1,319)      (1,319)         (39,201)                       (40,520)
      Employee stock plans                                  155          155            2,579                          2,734
                                                        -------      -------          -------          -------      -------- 

Balance at September 30, 1995                            12,900      $12,900          $38,635          $49,115      $100,650
                                                        =======      =======          =======          =======      ========


Balance at December 30, 1995                             12,929      $12,929          $39,370          $39,964      $ 92,263
      Net income                                                                                        10,009        10,009
      Accretion of preferred stock
         to redemption value                                                                              (318)         (318)
      Preferred stock dividends declared                                                                (3,431)       (3,431)
      Common stock issued in acquisition
          of M-K-D Distributors, Inc.                       320          320           10,480                         10,800
      Common stock dividends declared                                                                   (2,400)       (2,400)
      Repurchases and retirements
         of common stock                                     (6)          (6)            (157)                          (163)
      Employee stock plans                                   98           98            2,090                          2,188
                                                        -------      -------          -------          -------     ---------

Balance at September 28, 1996                            13,341      $13,341          $51,783          $43,824      $108,948
                                                        =======      =======          =======          =======      ========
</TABLE>


See accompanying Notes to Consolidated Financial Statements


                                        5


<PAGE>   6
                         DREYER'S GRAND ICE CREAM, INC.

                      CONSOLIDATED STATEMENT OF CASH FLOWS
                                   (unaudited)


<TABLE>
<CAPTION>
                                                                             Thirty-Nine Weeks Ended
                                                                             -----------------------
($ in thousands)                                                         Sept. 28, 1996  Sept. 30, 1995
                                                                         --------------  --------------
Cash flows from operating activities:
<S>                                                                         <C>             <C>     
     Net income                                                             $ 10,009        $  5,540
     Adjustments to reconcile net income to cash from operations:
          Depreciation and amortization                                       20,314          14,950
          Deferred income taxes                                                2,842           1,392
          Changes in assets and liabilities, net of amounts acquired:
                Trade accounts receivable                                    (26,594)        (39,770)
                Other accounts receivable                                     (1,278)         (6,547)
                Inventories                                                  (10,380)         (7,899)
                Prepaid expenses and other                                     5,039           5,310
                Accounts payable and accrued liabilities                      18,842           7,753
                Accrued payroll and employee benefits                         (5,294)         (1,405)
                                                                            --------        --------
                                                                              13,500         (20,676)
                                                                            --------        --------
Cash flows from investing activities:
     Acquisition of property, plant and equipment                            (50,289)        (29,941)
     Retirement of property, plant and equipment                               1,856             395
     Increase in goodwill and distribution rights                               (968)         (1,959)
     Increase in other assets                                                 (3,599)         (1,096)
                                                                            --------        --------
                                                                             (53,000)        (32,601)
                                                                            --------        --------
Cash flows from financing activities:
     Proceeds from long-term debt                                             76,000          94,800
     Reductions in long-term debt                                            (35,194)         (4,500)
     Issuance of common stock under employee stock plans                       2,188           2,734
     Repurchases of common stock                                                (163)        (40,520)
     Cash dividends paid                                                      (3,887)         (3,113)
                                                                            --------        --------
                                                                              38,944          49,401
                                                                            --------        --------

Decrease in cash and cash equivalents                                           (556)         (3,876)

Cash and cash equivalents, beginning of period                                 3,051           6,334
                                                                            --------        --------

Cash and cash equivalents, end of period                                    $  2,495        $  2,458
                                                                            ========        ========
Supplemental Cash Flow Information -
     Cash paid (refunded) during the period for:
           Interest (net of amounts capitalized)                            $  5,901        $  8,549
           Income taxes (net of refunds)                                         102           2,137

     Non-cash transaction:
           Acquisition of M-K-D Distributors, Inc.                            10,800
</TABLE>



See accompanying Notes to Consolidated Financial Statements


                                        6


<PAGE>   7
                         DREYER'S GRAND ICE CREAM, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - General:

    Dreyer's Grand Ice Cream, Inc. and its subsidiaries (the "Company") is a
single segment industry company engaged in the business of manufacturing and
distributing premium ice cream and other frozen dairy products to grocery and
convenience stores, foodservice accounts and independent distributors in the
United States.

The consolidated financial statements for the thirteen and thirty-nine week
periods ended September 28, 1996 and September 30, 1995, have not been audited
by independent public accountants, but include all adjustments, such as normal
recurring accruals, that management considers necessary for a fair presentation
of the consolidated operating results for the periods. The statements have been
prepared by the Company pursuant to the rules and regulations of the Securities
and Exchange Commission. Accordingly, certain information and footnote
disclosure normally included in financial statements prepared in conformity with
generally accepted accounting principles have been condensed or omitted pursuant
to such rules and regulations. The operating results for interim periods are not
necessarily indicative of results to be expected for an entire year. The
aforementioned statements should be read in conjunction with the Consolidated
Financial Statements for the year ended December 30, 1995, appearing in the
Company's 1995 Annual Report on Form 10-K.

NOTE 2 - Inventories:

    Inventories are stated at the lower of cost (determined by the first-in,
first-out method) or market. Inventories at September 28, 1996 and December 30,
1995 consisted of the following (in thousands):

<TABLE>
<CAPTION>
                                 September 28,      December 30,
                                     1996              1995
                                 -------------      ------------
<S>                               <C>                <C>     
           Raw materials           $ 6,630            $ 3,291
           Finished goods           39,121             29,910
                                   -------            -------

                                   $45,751            $33,201
                                   =======            =======
</TABLE>

NOTE 3 - Net Income Per Share:

    Net income per common share is computed using the weighted average number of
shares of common stock outstanding during the period which were 13,340,000 and
13,216,000 shares for the thirteen weeks and thirty-nine weeks ended September
28, 1996 and 12,873,000 and 13,410,000 shares for the thirteen weeks and
thirty-nine weeks ended September 30, 1995. The potentially dilutive effect of
the Company's redeemable convertible Series B preferred stock and other common
stock equivalents was anti-dilutive for the thirteen and thirty-nine week
periods ended September 28, 1996 and September 30, 1995. Accordingly, fully
diluted net income per share is not presented.


                                        7


<PAGE>   8
NOTE 4 -Insurance Settlement:
    
    In March 1996, the Company settled an insurance claim relating to the
malfunction of a refrigeration system at one of its plants. The malfunction
caused the accidental release of ammonia (refrigerant) into the plant which
contaminated the finished goods inventory. In accordance with the settlement,
the Company received the value of the finished goods inventory at its normal
selling price, plus expenses incurred recovering from the accident. This
resulted in a gain of $2,100,000, which was recorded as a reduction in cost of
goods sold during the first quarter of 1996.

NOTE 5 - Purchase of M-K-D Distributors Inc.:

    On March 27, 1996, the Company acquired the remaining 50.3% of the
outstanding common stock of M-K-D Distributors, Inc. (M-K-D) for 320,000 newly
issued shares of the Company's common stock having a value of $10,800,000. The
acquisition was accounted for as a purchase and the amount by which the purchase
price exceeded the fair value of the net identifiable assets acquired of
$5,865,000 has been recorded as goodwill and distribution rights. The Company
has consolidated the results of operations of M-K-D since the beginning of
fiscal 1996. That portion of M-K-D's pre-acquisition earnings before income
taxes which was attributable to the former shareholders' interest, approximately
$148,000, was recorded as a charge to selling, general and administrative
expenses.

NOTE 6 - Lease Transaction:

    On March 29, 1996, the Company entered into a lease transaction involving a
large majority of its direct-store-delivery truck fleet. The $26,000,000
proceeds received by the Company from the lease transaction were used to repay a
portion of existing bank borrowings and to fund capital expenditures. The four
year lease has been classified as a capital lease and is recorded in property,
plant and equipment.

NOTE 7 - Senior Notes:

    On June 6, 1996, the Company completed a private placement of $50,000,000 of
senior notes, due 2002 through 2006. Proceeds from the senior notes were used to
repay a portion of existing bank borrowings and to fund capital expenditures.
Interest on the notes is payable semi-annually.

NOTE 8 - Accounting for Stock-Based Compensation:

    As of the beginning of fiscal 1996, the Company adopted Statement of
Financial Accounting Standards No. 123, "Accounting for Stock-Based
Compensation," which established accounting and reporting standards for
stock-based compensation plans. This standard encourages the adoption of the
fair value-based method of accounting for employee stock options or similar
equity instruments, but continues to allow the Company to measure compensation
cost for those equity instruments using the intrinsic value-based method of
accounting prescribed by Accounting Principles Board Opinion No. 25, "Accounting
for Stock Issued to Employees." Under the fair value-based method, compensation
cost is measured at the grant date based on the value of the award. Under the
intrinsic value-based method, compensation cost is the excess, if any, of the
quoted market price of the stock at the grant date or other measurement date
over the amount the employee must pay to acquire the stock. The Company
continues to use the intrinsic value-based method. The adoption of this standard
did not have any effect on the Company's Consolidated Financial Statements. The
Company will disclose the pro-forma effect on net income of using the fair
value-based method of accounting in the 1996 Annual Report to Stockholders.


                                       8


<PAGE>   9
NOTE 9 - Preoperating costs:

    During the thirty-nine week period ended September 28, 1996, the Company
capitalized $2,560,000 of preoperating costs associated with the start-up of its
Houston, Texas manufacturing facility. These costs will be amortized on a
straight line basis over the next three years.

 
                                        9


<PAGE>   10
ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF CONSOLIDATED FINANCIAL
         CONDITION AND RESULTS OF OPERATIONS


   The following table sets forth for the periods indicated the percent which
the items in the Consolidated Statement of Income bear to net sales and the
percentage change of such items compared to the indicated prior period:

                                                                         
<TABLE>
<CAPTION>
                                                             Percentage of Net Sales                       Period-to-Period    
                                                             -----------------------                      Increase (Decrease)  
                                                                                                          -------------------  
                                                                                                        Thirteen    Thirty-Nine
                                                 Thirteen Weeks Ended       Thirty-Nine Weeks Ended       Weeks        Weeks   
                                                 --------------------       -----------------------       1996         1996       
                                                Sept. 28,     Sept. 30,     Sept. 28,    Sept. 30,      Compared     Compared
                                                  1996          1995          1996         1995         to  1995     to  1995
Revenues:                                       -----------------------     ----------------------      ---------------------
<S>                                                <C>          <C>          <C>          <C>           <C>          <C>  
     Net sales                                     100.0%       100.0%       100.0%       100.0%         14.3%         14.7%
     Other income                                    0.0          0.4          0.2          0.3         (92.0)        (29.3)
                                                   -----        -----         -----       -----

Total revenues                                     100.0        100.4        100.2        100.3          13.9          14.6
                                                   -----        -----        -----        -----

Costs and expenses:
     Cost of goods sold                             76.8         75.4         77.5         77.1          16.4          15.3
     Selling, general and administrative            19.7         22.4         19.0         20.0           0.6           8.5
     Interest, net of interest capitalized           1.2          1.3          1.1          1.5           6.1         (13.6)
                                                   -----        -----        -----        -----

Total costs and expenses                            97.7         99.1         97.6         98.6          12.7          13.5
                                                   -----        -----        -----        -----

Income before income taxes                           2.3          1.3          2.6          1.7         109.6          78.0
                                                   -----        -----        -----        -----

Income taxes                                         0.9          0.5          1.0          0.7         104.8          73.9
                                                   -----        -----        -----        -----

Net income                                           1.4          0.8          1.6          1.0         112.7          80.7

Accretion of preferred stock
   to redemption value                               0.0                       0.0                         NM            NM

Preferred stock dividends                            0.5          0.4          0.6          0.1          73.1         419.1
                                                   -----        -----        -----        -----
Net income applicable to
   common stock                                      0.9          0.4          1.0          0.9         130.1          28.3
                                                   =====        =====        =====        =====
</TABLE>


                                       10


<PAGE>   11
RESULTS OF OPERATIONS

The Strategic Plan

    The Company embarked on a five year plan (the Strategic Plan) during the
second quarter of 1994 to accelerate the sales of its brand throughout the
country. This plan includes three primary strategies: 1) a quadrupling of
advertising and consumer promotion spending, 2) rapid expansion and development
of the Company's direct-store-delivery system, and 3) introduction of innovative
new products. The potential benefits of the Strategic Plan are increased market
share and future earnings above those levels that would be attained in the
absence of the Strategic Plan. As originally announced, the Company anticipated
that the cost of implementing the Strategic Plan would materially reduce
earnings during 1994 and 1995.

Under the Strategic Plan, the Company increased the amount of its spending for
advertising and consumer promotion from 1993 levels to approximately $40,000,000
in 1994 and 1995, and plans to continue this level of marketing spending. Since
the inception of the Strategic Plan, the Company expanded its
direct-store-delivery system into 34 new markets and the Company's products are
presently available to grocery stores serving approximately 85% of the consumers
in the United States. This distribution system is considerably larger than any
other direct-store-delivery system for ice cream products currently operating in
the United States. The Company anticipates an improvement in earnings during
1996, and that the earnings benefits expected under the Strategic Plan will be
achieved in 1997 and future years. However, no assurance can be given that the
Company's expectations relative to future market share and earnings benefits of
the strategy will be achieved. The success of the strategy will depend upon,
among other things, consumer purchase responsiveness to the increased marketing
expenditures, competitors' marketing responses, market conditions affecting the
price of the Company's products, commodity costs, and efficiencies achieved in
manufacturing and distribution operations.

Thirteen Weeks ended September 28, 1996 Compared with Thirteen Weeks ended
September 30, 1995

Consolidated net sales for the third quarter of 1996 increased 14% to
$234,644,000 compared with $205,226,000 for the same period last year. Sales of
the Company's branded products increased 7%. The increase in sales was led by
the recently introduced Starbucks(R) Ice Cream (developed in a joint venture
with the Starbucks Coffee Company), and Dreyer's and Edy's Grand Ice Cream and
Dreyer's and Edy's Whole Fruit Sorbet(TM). The increase was offset in part by a
decrease in "good for you" ice cream products sales (i.e., yogurt, lowfat, and
no sugar added), which reflects an industry-wide trend of lower sales of similar
products. Sales of products purchased from other manufacturers (partner brands)
increased 28%, led by Healthy Choice(R) from ConAgra and frozen novelty and ice
cream products from Nestle Ice Cream Company. Sales of partner brands
represented 38% of consolidated net sales as compared with 34% in the third
quarter of 1995. The increase in partner brand sales was primarily a result of
the consolidation of M-K-D Distributors Inc. (M-K-D) (See Note 5 of Notes to
Consolidated Financial Statements). The effect of price increases for Company
and partner brands was not significant.

Cost of goods sold increased $25,455,000, or 16%, over the third quarter of
1995, while the overall gross margin decreased from 24.6% in the third quarter
of 1995 to 23.2% in the third quarter of 1996. The decrease in gross margin was
largely due to an increase in dairy raw materials costs and a higher proportion
of partner brand sales (which yield lower margins), partially offset by a
decrease in distribution costs relative to sales and certain adjustments to
accrued manufacturing liabilities (see following paragraph). The increase in 
dairy raw materials costs is expected to negatively impact gross profit margins
for the remainder of 1996.


                                       11


<PAGE>   12
During September 1996, management revised its estimate of certain accrued
liabilities relating to the Company's Fort Wayne, Indiana manufacturing
facility. These revisions reduced the allowances and reserves for inventory
obsolescence, accrued rent, utilities and property taxes, among others, by
$920,000. A total of $510,000 of these adjustments relates to changes in
estimates reflecting circumstances arising in the third quarter of 1996.
Management has no identifiable basis on which to allocate the remaining 
$410,000 adjustment to prior periods; as such, this adjustment has been
accounted for as a change in estimate in the third quarter of 1996. These
adjustments had the effect of increasing net income for the thirteen week period
ended September 28, 1996 by $566,000, or $.04 per common share.

Selling, general and administrative expenses in the third quarter of 1996 were
$264,000, or 1%, higher than in the same period of 1995. This increase related
primarily to the consolidation of M-K-D partially offset by lower marketing
expenditures compared to the same period in 1995 (See Note 5 of Notes to
Consolidated Financial Statements regarding the consolidation of M-K-D).
Selling, general and administrative expenses decreased as a percentage of net
sales to 19.7% for the third quarter of 1996 compared with 22.4% for the same
period in 1995.

Interest expense increased $168,000, or 6%, over the third quarter of 1995, due
primarily to the completion of the lease transaction and the issuance of senior
notes, partially offset by the conversion of convertible subordinated debentures
into redeemable convertible Series B preferred stock in the third quarter of
1995 and lower comparative borrowings on the Company's line of credit (See
Notes 6 and 7 of Notes to Consolidated Financial Statements).

Income taxes increased $1,054,000, reflecting a higher pre-tax income, while the
effective tax rate decreased from 39.3% for the third quarter of 1995 to 38.4%
for the third quarter of 1996.


Thirty-Nine Weeks ended September 28, 1996 Compared with Thirty-Nine Weeks ended
September 30, 1995

    Consolidated net sales for the thirty-nine weeks ended September 28, 1996
increased 15% to $613,182,000 compared with $534,564,000 for the same period
last year. Sales of the Company's branded products increased 9%. The products
that led this increase were Dreyer's and Edy's Grand Ice Cream, Dreyer's and
Edy's Fat Free Ice Cream and Starbucks(R) Ice Cream. The increase was offset in
part by a decrease in frozen yogurt sales, which reflects an industry-wide trend
of lower sales of similar products. Sales of partner brands increased 26%, led
by frozen novelty and ice cream products from Nestle Ice Cream Company and Ben
and Jerry's Homemade(R) superpremium products. Sales of partner brands
represented 38% of consolidated net sales as compared with 35% in the same
period last year. The increase in partner brand sales was primarily a result of
the consolidation of M-K-D (See Note 5 of Notes to Consolidated Financial
Statements). The effect of price increases for Company and partner brands was
not significant.

Cost of goods sold increased $63,004,000, or 15%, as compared with the
comparable period in 1995, while the overall gross margin decreased slightly
from 22.9% to 22.5% in 1996. The decrease in gross margin related to a higher
proportion of partner brand sales and higher dairy costs, offset by a decrease
in distribution costs relative to sales an insurance gain of $2,100,000
recorded as a reduction in cost of goods sold in the first quarter (See Note 4
of Notes to Consolidated Financial Statements).

As discussed in Note 9 of Notes to Consolidated Financial Statements, the
Company capitalized $2,560,000 of preoperating costs associated with the
start-up of its Houston, Texas manufacturing facility during the thirty-nine
week period ended September 28, 1996.

                                       12


<PAGE>   13
Selling, general and administrative expenses in the first three quarters of 1996
increased $9,083,000, or 9%, as compared with the same period in 1995. This
increase related primarily to the consolidation of M-K-D partially offset by
lower comparative marketing expenditures (See Note 5 of Notes to Consolidated
Financial Statements regarding the consolidation of M-K-D). Selling, general and
administrative expenses were lower as a percentage of net sales at 18.9 % for
the first three quarters of 1996 compared with 20.0% for the same period in
1995.

Interest expense in the first three quarters of 1996 was $1,089,000, or 14%,
lower than in the same period in the prior year due primarily to the effect of
the conversion of the convertible subordinated debentures into redeemable
convertible Series B preferred stock in the third quarter of 1995, partially
offset by higher borrowings on the Company's line of credit, completion of the
lease transaction and issuance of the senior notes (See Notes 6 and 7 of Notes
to Consolidated Financial Statements).

Income taxes increased $2,652,000 reflecting a higher pre-tax income, while the
effective tax rate decreased from 39.3% for the first three quarters of 1995 to
38.4% for the first three quarters of 1996.


                                       13


<PAGE>   14
LIQUIDITY AND CAPITAL RESOURCES

   Working capital at September 28, 1996 increased $11,314,000 from year-end
1995 due primarily to the seasonal increase in trade accounts receivable and
inventories, partially offset by an increase in accounts payable and accrued
liabilities. Cash was provided primarily from the completion of the $26,000,000
lease transaction and the issuance of $50,000,000 of senior notes (See Notes 6
and 7 of Notes to Consolidated Financial Statements). These sources were used
to fund the $50,289,000 increase in property, plant and equipment and reduce
the Company's long-term line of credit by $35,194,000.

At September 28, 1996, the Company had $2,495,000 in cash and cash equivalents,
and $91,900,000 available under its credit line. The Company believes that its
credit line, along with its liquid resources, internally generated cash and
financing capacity, are adequate to meet anticipated operating and capital
requirements.


                                       14


<PAGE>   15
PART II: OTHER INFORMATION

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K


         a.       No reports on Form 8-K were filed by the Company during the
                  quarter ended September 28, 1996.

         b.       Exhibits

Exhibit No.                       Description
-----------                       -----------

11              Computation of Net Income Per Common Share.

27              Financial Data Schedule.


                                       15


<PAGE>   16
                                   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.


                                DREYER'S GRAND ICE CREAM, INC.






Dated:  November 11, 1996       By:  /s/ Paul R. Woodland
                                   ---------------------------------------------
                                     Paul R. Woodland
                                     Vice President - Finance and Administration
                                     and Chief Financial Officer