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Exhibit (a)(1)(iii)
Notice of Guaranteed
Delivery for Put Right for
Dreyer’s Grand Ice
Cream Holdings, Inc.
Class A Callable
Puttable Common Stock
         
Under Section (c)(ii) of Article Fifth of the Restated
Certificate of Incorporation (the “Restated
Certificate”) of Dreyer’s Grand Ice Cream
Holdings, Inc., a Delaware corporation
(“Dreyer’s”), holders of Dreyer’s
Class A Callable Puttable Common Stock (the
“Class A Shares”) have the option to
require Dreyer’s to purchase any or all of their
Class A Shares (the “Put Right”), subject
to the terms and conditions of the Restated Certificate, during
two periods, the first of which is December 1, 2005 to
January 13, 2006 (the “First Put Period”).
The purchase price per Class A Share is $83.10 (the
“Purchase Price”).
         
This form (this “Notice of Guaranteed
Delivery”), must be used to exercise the Put Right if a
holder of Class A Shares cannot deliver the certificates
evidencing such Class A Shares (the “Share
Certificates”) to Mellon Investor Services LLC, in its
capacity as the depositary agent (the “Depositary
Agent”) at or prior to 5:00 p.m. New York City
time, on Friday, January 13, 2006, or such later date as
may be publicly announced by Dreyer’s in order to comply
with United States federal securities laws (the
“Expiration Time”). In such case, this form,
together with a properly completed Letter of Transmittal, must
be delivered by hand or sent by facsimile transmission or mail
to the Depositary Agent, and must be received by the Depositary
Agent, prior to the Expiration Time.
The address and facsimile numbers of the Depositary Agent are:
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    Mellon Investor Services | 
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    A Mellon Financial
    CompanySM | 
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    By Mail: 
     Mellon Investors Services LLC 
    Attention: Reorganization Dept. 
    P.O. Box 3301 
    South Hackensack, NJ 07606 | 
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    By Overnight Courier: 
     Mellon Investors Services LLC 
    Attn: Reorganization Dept. 
    Mail Drop – Reorg 
    480 Washington Blvd. 
    Jersey City, NJ 07032 | 
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    By Hand: 
     Mellon Investors Services LLC 
    Attention: Reorganization Dept. 
    120 Broadway, 13th Floor 
    New York, NY 10271 | 
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    Facsimile Transmission: 
    (Eligible Institutions Only) 
    (201) 296-4293 | 
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    To confirm receipt 
    of facsimile only: 
    (201) 296-4860 | 
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS
SET
FORTH ABOVE OR TRANSMISSION VIA A FACSIMILE MACHINE OTHER
THAN AS SET
FORTH ABOVE DOES NOT CONSTITUTE A VALID DELIVERY.
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Ladies and Gentlemen:
         
The undersigned hereby represents that he or she is the holder
of certificates representing
                      
Class A Shares and that such certificates cannot be
delivered to the Depositary Agent at or before the Expiration
Time. Upon the terms and subject to the conditions set forth in
the Notice of Put Right, receipt of which is hereby
acknowledged, the undersigned hereby elects to exercise the Put
Right with respect to
                      
of such Class A Shares. The undersigned understands that a
properly completed Letter of Transmittal for such Class A
Shares must be received by Mellon Investor Services prior to the
Expiration Time.
         
Name of Holder:
         
All authority conferred or agreed to be conferred by this Notice
of Guaranteed Delivery shall not be affected by, and shall
survive, the death or incapacity of the undersigned, and every
obligation of the undersigned under this Notice of Guaranteed
Delivery shall be binding upon the heirs, executors,
administrators, trustees in bankruptcy, personal and legal
representatives, successors and assigns of the undersigned.
PLEASE SIGN AND COMPLETE
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    Signature: 
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       Address | 
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       Telephone
    Number | 
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    Name: 
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       Print
    or Type | 
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       City,
    State and Zip Code | 
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       Telephone
    Number | 
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       Certificate
    No(s) 
    (If Available) | 
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       Certificate
    No(s) 
    (If Available) | 
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       Certificate
    No(s) 
    (If Available) | 
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       Certificate
    No(s) 
    (If Available) | 
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       Certificate
    No(s) 
    (If Available) | 
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       Certificate
    No(s) 
    (If Available) | 
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Guarantee of
Delivery
(Not to be Used for
Certificate Signature Guarantee)
         
The undersigned, a member firm of a registered national
securities exchange or member of the National Association of
Securities Dealers, Inc., commercial bank or trust company
having an office or correspondent in the United States, or
another “Eligible Guarantor Institution” as defined in
Rule 17A(d)-15 under the Securities Exchange Act of 1934,
as amended, hereby guarantees that within three business days
from the date of receipt by the Depositary Agent of this Notice
of Guaranteed Delivery, the undersigned will deliver to the
Depositary Agent the certificates representing the Class A
Shares being exercised hereby, with any required signature
guarantees and any other required documents.
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       Authorized
    Signature | 
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       Date | 
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       Name
    (Print or Type) | 
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       Telephone
    Number | 
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       Title | 
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The institution which completes this form must communicate the
guarantee to the Depositary Agent and must deliver the Share
Certificates to the Depositary Agent within the time period
shown herein. Failure to do so could result in a financial loss
to such institution.
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