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                THIRD AMENDMENT TO SECURITIES PURCHASE AGREEMENT

         This Third Amendment to Securities Purchase Agreement (the "Amendment")
is dated October 30, 1995 and is effective as of September 30, 1995 by and among
Dreyer's Grand Ice Cream, Inc., a Delaware corporation (the "Company"), and
Trustees of General Electric Pension Trust, a New York common law trust ("GE
Pension"), GE Investment Private Placement Partners I, a Delaware limited
partnership ("GEIPPP") and General Electric Capital Corporation, a New York
corporation (collectively the "Purchasers").

                                    Recitals

A.       Company entered into a Securities Purchase Agreement with Purchasers
dated June 24, 1993, and amended May 6, 1994 and July 28, 1995 (the
"Agreement"), pursuant to which Purchasers acquired various securities of
Company.

B.       Company and Purchasers now desire to amend the Agreement as set forth 
herein.

         1. Amendment. Section 6.1(a) of the Agreement is hereby amended to read
in its entirety as follows:

                  "6.1. Financial Covenants. (a) The Company will not permit its
                  Consolidated Net Worth at any time to be less than the sum of
                  (i) $100,000,000 or, only during the Company's second fiscal
                  quarter of 1995, $99,000,000 and (ii) the aggregate Stated
                  Value of the outstanding shares of Preferred Stock net of
                  unamortized issuance costs associated with the Securities (it
                  being understood that, for the purposes of this paragraph (a),
                  (x) the Notes and any other Subordinated Indebtedness of the
                  Company shall not be treated as equity and (y) Consolidated
                  Net Worth shall not be reduced by any amount up to one hundred
                  and six million dollars ($106,000,000) borrowed to redeem,
                  purchase or acquire shares of Common Stock to the extent such
                  amounts are repaid from the net cash proceeds received, not
                  more than 180 days after the effective date of such borrowing,
                  by the Company from Nestle for the issue and sale of shares of
                  Common Stock and warrants to purchase or acquire shares of
                  Common Stock on the terms set forth in the Nestle Purchase
                  Agreement and the Nestle Warrant Agreement).


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         2. Miscellaneous.

                  2.1. Except as expressly amended herein, all terms, covenants
and provisions of the Agreement are and shall remain in full force and effect
and all references therein to such Agreement shall henceforth refer to the
Agreement as amended by this Amendment. This Amendment shall be deemed
incorporated into, and a part of, the Agreement.

                  2.2. This Amendment shall be binding upon and inure to the
benefit of the parties hereto and their respective successors and assigns. No
third party beneficiaries are intended in connection with this Amendment.

                  2.3. This Amendment shall be governed by and construed in
accordance with the law of the State of Delaware.

                  2.4. This Amendment may be executed in any number of
counterparts, each of which shall be deemed an original, but all such
counterparts together shall constitute but one and the same instrument.

         IN WITNESS WHEREOF, the Company and the Purchasers have caused this
Amendment to be executed and delivered as of the date first above written.


DREYER'S GRAND ICE CREAM, INC.      TRUSTEES OF GENERAL ELECTRIC
                                      PENSION TRUST

By: /s/ Paul R. Woodland            By: /s/ Alan M. Lewis
Title: Vice President               Title: Trustee


GENERAL ELECTRIC CAPITAL            GE INVESTMENT PRIVATE
  CORPORATION                            PLACEMENT PARTNERS I

                                    By:  GE Investment Management
By: /s/ Sharon Pipe                        Incorporated, its
Title: Department Operations               General Partner
       Manager

                                         By: /s/ Alan M. Lewis
                                         Title: Executive Vice
                                                President


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