AMENDED FORM 10-K

                                    FORM 10-K

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

               [X]ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

                   For the fiscal year ended December 30, 1995

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

        For the transition period from ____________ to _________________
                         Commission File Number 0-13544

                          BEN & JERRY'S HOMEMADE, INC.
             (Exact name of registrant as specified in its charter)

Vermont                                   03-0267543
(State of incorporation)                  (I.R.S. Employer Identification No.)

115 Kimball Avenue
South Burlington, Vermont                 05403
(Address of principal executive offices)  (Zip Code)

Registrant's telephone number, including area code: 802-651-9600

Securities registered pursuant to Section 12(b) of the Act: None

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

     Class A Common Stock, $.033 par value per share
     Class B Common Stock, $.033 par value per share

     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 by check mark if disclosure of delinquent  filers pursuant to Item
405 of  Regulation  S-K  (225.405)  is not  contained  herein,  and  will not be
contained,  to the  best of  registrant's  knowledge,  in  definitive  proxy  or
information  statements  incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K.
                                            Yes  x     No

     The  aggregate  market  value of the  Company's  Class A and Class B Common
Stock  held by  non-affiliates  was  approximately  $82,302,060  and  $3,752,265
respectively, at March 8, 1996.

     At March 8, 1996,  6,272,646  shares of the Company's  Class A Common Stock
and 911,963 shares of the Company's Class B Common Stock were outstanding.

Page 1 of 150 pages.  Exhibit Index appears on page 38.


<PAGE>




                          BEN & JERRY'S HOMEMADE, INC.

                          1995 FORM 10-K ANNUAL REPORT

                                Table of Contents


                                                                         Page

Item 1.           Business.................................................1

Item 2.           Properties..............................................15

Item 3.           Legal Proceedings.......................................16

Item 4.           Submission of Matters to Vote of Security Holders.......16

Item 5.           Market for Registrant's Common Equity and Related
                  Stockholder Matters.....................................17

Item 6.           Selected Financial Data.................................18

Item 7.           Management's Discussion and Analysis of Financial
                  Condition and Results of Operations.....................19

Item 8.           Financial Statements and Supplementary Data.............27

Item 9.           Changes in and Disagreements with Accountants
                  on Accounting and Financial Disclosure..................27

Item 10.          Directors and Executive Officers of the Company.........28

Item 11.          Executive Compensation..................................31

Item 12.          Security Ownership of Certain Beneficial Owners
                  and Management..........................................33

Item 13.          Certain Relationships and Related Transactions..........34

Item 14.          Exhibits, Financial Statements, and Financial
                  Statement Schedules, and Reports on Form 8-K............38






                                   


ITEM 1.   BUSINESS

Introduction

         Ben & Jerry's  Homemade,  Inc.  (Ben & Jerry's or the  "Company")  is a
leading  manufacturer  of super  premium ice cream,  frozen yogurt and sorbet in
unique and regular  flavors.  The Company also  manufactures  ice cream  novelty
products,  including  Peace Pops.  The Company uses natural  ingredients  in its
products and believes  that its  gourmet-quality,  "down home",  made in Vermont
image is a key element of its marketing strategy.

         The Company's products are currently distributed  throughout the United
States  primarily  through  independent  distributors.  However,  the  Company's
marketing  resources are  concentrated  on certain target markets  including New
England, New York, the Mid- Atlantic region,  Florida, Texas, the West Coast and
selected  other major  markets,  including the  metropolitan  Chicago and Denver
areas. In 1995,  approximately 79% of the sales of the Company's  packaged pints
were  attributable  to these target  markets.  The  Company's  products are also
available in the United Kingdom.

         The Company  currently  markets 34 flavors in packaged pints,  for sale
primarily in supermarkets,  grocery stores,  convenience stores and other retail
food  outlets  and over 50 flavors  of its ice cream and frozen  yogurt in bulk,
primarily to restaurants and Ben & Jerry's franchised "scoop shops."

History and Philosophy of the Company

         The Company began active  operations in May 1978,  when Ben Cohen,  now
the  Company's  Chairperson,  and  Jerry  Greenfield,  now  the  Company's  Vice
Chairperson,  opened a retail  store in a renovated  gas station in  Burlington,
Vermont.  The store featured homemade ice cream made in an antique rock salt ice
cream freezer.  That ice cream parlor continues to make its own ice cream in the
same freezer in a larger location in Burlington.

         The Company  believes  that,  despite its growth,  it has  maintained a
reputation for producing  gourmet-quality,  natural ice cream and for sponsoring
or creating  light-hearted  promotions  that  foster an image as an  independent
socially conscious Vermont company.

         The Board of Directors of the Company has formalized its basic business
philosophy by adopting a three part "mission  statement" for Ben & Jerry's.  The
statement includes a "product mission," to "make, distribute and sell the finest
quality all- natural ice cream"; an "economic  mission," to "operate the Company
on a sound financial  basis...increasing value for our shareholders and creating
career  opportunities  and financial  rewards for our employees";  and a "social
mission,"  to  "operate  the  Company...[to]  improve the quality of life of our
employees and a broad community:  local, national and international." Since 1988
the Company's  Annual Report to  Stockholders  has contained a "social audit" on
the Company's performance during the year.

         The Company contributed $768,000 to the Ben & Jerry's Foundation,  Inc.
for grants by the  Foundation  to charities, and  directly to other  charitable
organizations  for the year ended December 30, 1995. Under present Board policy,
cash donations to The Ben & Jerry's  Foundation and directly to other charitable
organizations  by the Company,  are  approximately  7.5% of income before income
taxes. The amount of the Company's cash contribution is subject to review by the
Board of Directors from time to time in light of the Company's  cash needs,  its
operating results,  existing conditions in the industry and other factors deemed
relevant by the Board. See "The Ben & Jerry's Foundation."

         Ben & Jerry's maintains a special tie to the Vermont community in which
it had its origins.  The Company  donates product to public events and community
celebrations  in the Vermont  area.  In 1994,  the  Company  created a Community
Action  Team at each of the  Company's  five sites in  Vermont.  Each  Community
Action  Team  receives  a portion of the 7.5% of pre-tax  profits  directed  for
philanthropy to make cash  contributions  to various  organizations  in Vermont.
Each  county in Vermont is covered  by a Ben & Jerry's  Community  Action  Team.
Also, the Company, acting as agent, transfers funds to charitable  organizations
throughout  Vermont derived from the sale of "factory  seconds" to participating
Vermont retail grocers.

         Ben &  Jerry's  has also  taken  actions  intended  to  strengthen  the
Company's ability to remain an independent, Vermont-based company. Ben & Jerry's
believes  these  actions  are  in  the  best  interests  of  the  Company,   its
stockholders,  its  employees  and the  Vermont  community.  See  "Anti-Takeover
Effects of Class B Common Stock and Preferred Stock".

         In 1991 the  Company  decided  to pay not less than a  certain  minimum
price for its dairy ingredients,  other than yogurt cultures, to bring the price
up to an amount based upon the average price for dairy products in certain prior
periods.  This  commitment  is part of an effort to foster the supply of Vermont
dairy products and thereby also seek to maintain the long-term  viability of the
Company's  source of supply of its  principal  dairy  ingredients,  against  the
marketplace background of a continuing trend of decreasing family dairy farms in
Vermont.  In early 1994 the Company's  agreement with the St. Albans Cooperative
Creamery was amended to include,  as a condition for payment of the premium,  an
assurance  from the St.  Albans  Cooperative  Creamery  that the milk and  cream
purchased  by the Company  will not come from cows that have been  treated  with
rBST, a synthetic  growth  hormone  approved by the FDA. The  Company's  premium
policy has some adverse impact on its gross margin.

         In 1992, the Company became a signatory to the CERES Principals adopted
by the Community for Environmentally Responsible Economies. The CERES Principles
establish an environmental ethic with criteria by which investors and others can
assess  the  environmental  performance  of  companies.  Ben & Jerry's is also a
founding  member of  Businesses  for Social  Responsibility,  Inc.  ("BSR"),  an
organization   in   Washington,   DC  which   promotes  a  concept  of  business
profitability that includes environmental  responsibility and social equity. Ben
& Jerry's is also a member of the Vermont Business for Social Responsibility.

The Super Premium Ice Cream, Frozen Yogurt and Sorbet Market

         The packaged ice cream industry includes economy,  regular, premium and
super premium products.  Super premium ice cream is generally characterized by a
greater richness and density than other kinds of ice cream.

         This higher quality ice cream generally costs more than other kinds and
is usually marketed by emphasizing quality, flavor selection,  texture and brand
image. Other types of ice cream are largely marketed on the basis of price.

         Super  premium ice cream and super  premium  frozen  yogurt  and,  more
recently,  super  premium  sorbet  have become an  important  part of the frozen
dessert  industry.  In response to the demand for lower fat,  lower  cholesterol
products,  the Company introduced its own super premium low fat frozen yogurt in
1992,  and four non-fat  frozen yogurt  flavors in 1995. In February  1996,  the
Company commenced its introduction of six fat-free and  cholesterol-free  sorbet
flavors.

         The Company  believes,  based on  information  provided by  Information
Resources,  Inc., a software and marketing information services company ("IRI"),
that total  annual  U.S.  sales in  supermarkets  at retail  prices  (defined as
grocery stores with annual revenues of at least $2 million) of super premium ice
cream,  frozen  yogurt,  ice milk and sorbet  were in excess of $443  million in
1995,  compared with about $415 million in 1994,  although unit volume  declined
about 1%. The IRI  information  also indicates that the super premium  category,
excluding sorbet,  declined in volume about 6.6% from 1994. This was caused by a
decline  in sales of ice  cream,  combined  with flat  sales of  low-fat  frozen
yogurt, partially offset by growth in non-fat product categories.  In 1995 Ben &
Jerry's  increased its domestic  market share of the super premium ice cream and
frozen yogurt  categories  combined,  as surveyed by IRI,  although its domestic
share of the super premium category overall  declined,  as Ben & Jerry's did not
introduce its sorbet until 1996.  All of the  information  in this  paragraph is
taken from IRI data.

Ben & Jerry's Super Premium Ice Cream, Frozen Yogurt and Sorbet

         Ben & Jerry's  super  premium ice cream is a high  butterfat ice cream,
with  approximately  15%  fat  (excluding  add-ins)  and  approximately  20% air
content.  Ben & Jerry's low fat frozen  yogurt is a high quality  frozen  yogurt
with approximately 2% fat (excluding add-ins) and approximately 20% air content.
Of the Company's seven frozen yogurt flavors, two flavors are labeled low fat, a
third flavor is not labeled low fat because it contains  add-ins which  increase
the total fat content over the 3% fat level required by FDA labeling guidelines.
The  remaining  four  flavors in Ben & Jerry's  frozen  yogurt  line are labeled
non-fat.  Ben & Jerry's  non-fat  frozen yogurt is a high quality  frozen yogurt
with approximately 0% fat and approximately 40% air content.  The fat content of
these  products is derived  mostly from the butterfat in cream but also from egg
yolks  (except  for frozen  yogurt).  Ben & Jerry's  frozen  sorbet is a non-fat
sorbet with approximately 20% air content.  The sorbet line is manufactured with
Vermont Pure(TM) Spring Water and  conventionally  and organically  grown fruit.
Pure cane sugar,  beet sugar and corn syrup are the only sweeteners  used. Ben &
Jerry's frozen  desserts  contain no artificial  ingredients  or  preservatives,
although  one of the candies  used in two of Ben & Jerry's  flavors does contain
artificial  flavoring.  All other flavorings used by the Company include premium
quality,  unpreserved extracts and fruits, nuts, chocolates,  liqueurs,  cookies
and candies.  The dairy  products in Ben & Jerry's  frozen  desserts are readily
available from dairy cooperatives in Vermont. The various flavorings are readily
available from multiple suppliers throughout the country.

         A  number  of Ben &  Jerry's  flavors  are  original  creations  of the
Company, including Cherry Garcia(R), Doonesberry(R) (introduced in 1996), Chunky
Monkey(R),  Rainforest  Crunch,  White Russian(TM),  Chubby Hubby(R),  Chocolate
Fudge  Brownie and Chocolate  Chip Cookie Dough,  which has become the Company's
most popular flavor.

         Ben & Jerry's license  agreements  include a license from the estate of
Jerry  Garcia  formerly  of the  Grateful  Dead rock group  with  respect to the
Company's Cherry Garcia flavor;  political cartoonist Garry Trudeau with respect
to the  Company's  Doonesberry  flavor of the new sorbet line of products;  Wavy
Gravy for the flavor Wavy Gravy;  and The Kahlua Company for use of Kahlua(R) as
flavoring in White Russian ice cream.

         The mix used by the  Company  in the  production  of Ben & Jerry's  ice
cream follows the original  formula  developed by Ben Cohen and Jerry Greenfield
and consists of fresh cream, cane or beet sugar,  non-fat milk solids, egg yolks
and natural  stabilizers.  All of the  Company's  plants  include  mix  batching
facilities  that enable Ben & Jerry's to  manufacture  its own ice cream mix for
use at its plants. The automated mix batching equipment, together with a quality
control  lab,  enhances the  Company's  ability to maintain  consistent  quality
production. The Company purchases its dairy ingredients, except yogurt cultures,
from  the St.  Albans  Cooperative  Creamery.  The  Company  purchases  cultured
pasteurized  milk mix from another Vermont dairy  cooperative  which is used for
manufacture of its frozen yogurt  products.  The Company also purchases  Vermont
Pure(TM)  Spring Water which is used to  manufacture  the  Company's  new sorbet
products.  The Company has  designed and  modified  special  machinery to insert
large chunks of cookies and candies into its ice cream and frozen yogurt.

         The Company  also makes ice cream  novelty  products,  including  stick
pops, which Ben & Jerry's markets as Peace Pops(TM), and Brownie Bars commencing
March, 1996.

Manufacturing

         The Company currently has a projected maximum manufacturing capacity at
its own facilities of  approximately  17.3 million  gallons per year of packaged
pints and 3.5 million  gallons of bulk product  contingent  upon product mix and
excluding novelty lines.

         The  Company  manufactures  Ben & Jerry's  super  premium ice cream and
frozen  yogurt pints at its  Waterbury,  Vermont  plant.  The Company  generally
operates  its  Waterbury  plant 2 shifts a day,  six  days a week.  The  Company
manufactured approximately 4.6 million gallons at this facility in 1995.

         The Company's Springfield,  Vermont plant is used for the production of
ice cream  novelties,  bulk ice cream and frozen yogurt,  and packaged pints and
quarts.  The plant  produced  approximately  1.1 million  dozen  novelties,  2.3
million gallons of bulk ice cream and frozen yogurt,  packaged pints and quarts.
In 1995, the Company  generally  operated the Springfield plant five to six days
per week, either with one or two production shifts depending on the season.

         From June 1992 to September 1995, the Company  operated an interim pint
manufacturing  line in St.  Albans,  Vermont in space provided by the St. Albans
Cooperative  Creamery,  from  which  the  Company  purchases  all of  its  dairy
ingredients  except yogurt cultures.  Production on this line was  approximately
2.3  million  gallons  of  packaged  pints in 1995.  This line was phased out in
September 1995 as production at the Company's new St. Albans,  Vermont  facility
increased.

         In  October  1992,   the  Company   started   construction   of  a  new
manufacturing  plant in St.  Albans,  Vermont at a total cost now  estimated  at
$40.1  million,  net of an asset  write-down  of $6.8 million in 1994.  In March
1995,  the new  plant  started  manufacturing  ice  cream  on one  line  using a
temporary  nitrogen tunnel  hardening  system.  A second line began operation in
December 1995. The Company  expects the rate of actual  production per minute at
the new plant to increase  during 1996. In 1995,  the plant produced 2.2 million
gallons of packaged pints.  Based upon the current product mix, and with the two
lines that became  operational  in 1995,  the new plant is designed to provide a
maximum projected capacity of approximately 12 million gallons of packaged pints
per year.  With the  addition of a third  manufacturing  line at the plant,  the
maximum  projected  capacity  of this plant  would be  approximately  17 million
gallons of packaged pints per year  contingent  upon product mix.  Currently the
St. Albans plant is producing both ice cream and sorbet in packaged pints.

         In order to meet  demand for its pints from 1989 to 1995,  the  Company
had  a  manufacturing  and  warehouse  agreement  with  Edy's  Grand  Ice  Cream
("Edy's"),  a subsidiary of Dreyer's Grand Ice Cream, Inc.  ("Dreyer's").  Under
this agreement,  Edy's manufactured  certain pint ice cream flavors at its plant
in Fort Wayne, Indiana with specifications and quality control provided by Ben &
Jerry's and using Vermont dairy  products.  This agreement  expired in September
1995.  Approximately  1.9 million  gallons,  or about 16% of the packaged  pints
manufactured  in 1995,  were  manufactured  under  this  arrangement,  down from
approximately 40% in 1994.

Markets and Customers

         The  Company  markets  packaged  pints,  quarts  and  novelty  products
primarily through  supermarkets,  grocery stores,  convenience  stores and other
retail food outlets.  The Company markets ice cream, frozen yogurt and sorbet in
2 1/2-gallon bulk containers  primarily through  franchised (and  Company-owned)
Ben & Jerry's "scoop shops" and through restaurants.

         Ben & Jerry's products are distributed  primarily  through Dreyer's and
independent  regional ice cream  distributors.  With some  exceptions,  only one
distributor  is appointed for each  territory for  supermarkets.  In some areas,
sub-distributors  are used.  Company trucks also distribute some of the products
that are sold in Vermont and upstate New York.

         Ben & Jerry's has a  distribution  agreement  with Dreyer's under which
Dreyer's acts as the master distributor (with exclusivity, in general, for sales
to supermarkets  and similar  accounts) of Ben & Jerry's products in most of the
Company's  markets outside of New England,  upstate New York,  Pennsylvania  and
Texas.  Dreyer's  markets its own premium ice cream under both the  Dreyer's and
Edy's brand names as well as certain frozen dessert products of other companies.
Dreyer's does not produce or market any other super premium ice cream, or frozen
yogurt,  (other  than  novelties),  and in  the  event  that  Dreyer's  were  to
distribute  another super premium ice cream, or frozen yogurt in any part of its
territory,  Dreyer's would lose the exclusivity granted to it as a Ben & Jerry's
distributor under the agreement.  The agreement also contains certain additional
provisions  specific  to the greater  metropolitan  New York  market,  including
special  limitations  on the ability of either party to terminate  the agreement
with respect to the New York market. In early 1994, the agreement was amended to
provide for the Company to perform the subdistribution of Ben & Jerry's products
to  convenience  stores and "mom and pops" in the New York City area. In October
1995, exclusive  distribution rights for the New York City area were transferred
back to Dreyer's. Net sales to Dreyer's (including sales where the Company acted
as a subdistributor  in the New York City area) accounted for  approximately 44%
and 49% of the Company's net sales for 1995 and 1994, respectively.

         In the event that  Dreyer's  were to terminate  the  agreement  without
cause,  the  agreement  provides for a twelve month  notice  period  (subject to
reduction  by the  Company)  and  specified  minimum  purchase  requirements  by
Dreyer's  during the notice  period.  In addition,  the  agreement  provides for
termination  by Ben & Jerry's  without cause upon twelve  months' notice and for
termination  by Ben &  Jerry's  or  Dreyer's  on short  notice  for  cause.  The
agreement also contains certain  provisions for termination by one party (at its
election) upon a change in control (as defined) of the other, in which event the
terminated  party  experiencing  the change in control has a minimum purchase or
sale obligation,  as the case may be, for a specified additional period and also
must make a $20 million termination payment to the other party. In addition, the
agreement  states  that in the  event  that  Dreyer's,  directly  or  indirectly
introduces,  acquires, or distributes in the United States another super premium
product (as defined),  the Company may terminate the agreement and Dreyer's must
make a $20  million  termination  payment to the  Company.  The common  stock of
Dreyer's is publicly traded. In April 1994, Nestle USA, Inc. (a U.S.  subsidiary
of a large international  conglomerate)  acquired a significant  minority equity
position in Dreyer's. (See also "Competition")

         The  relationship  between the Company and Dreyer's  commenced in 1987,
and the  distribution  agreement has been amended  several times since then. The
Company and Dreyer's  regularly engage in discussions  regarding ways to improve
their long-term  relationship  to their mutual  benefit,  and it is contemplated
that the parties may revise and restate the distribution agreement.  Any changes
which are then or  thereafter  adopted may have  certain  beneficial  or adverse
consequences, the effects of which cannot be foreseen by the Company.

         While the Company believes that its relationships with Dreyer's and its
other distributors generally have been satisfactory and that these relationships
have  been  instrumental  in the  Company's  growth,  the  Company  has at times
experienced   difficulties  in  maintaining   these   relationships.   Available
distribution  alternatives are limited.  Accordingly,  there can be no assurance
that such  difficulties,  which  may be  related  to  actions  by the  Company's
competitors  or by  one  or  more  of  the  distributors  themselves  (or  their
controlling  persons),  will not have a material adverse effect on the Company's
business.  Loss  of one or  more  of the  Company's  principal  distributors  or
termination of one or more of the related  distribution  agreements could have a
material adverse effect on the Company's business.

Marketing

         Ben &  Jerry's  marketing  strategy  is  characterized  by its focus on
innovative,  non-traditional  methods of promotion.  The Company  emphasizes the
high quality,  natural ingredients in its products,  and the "down home Vermont"
image  of its  products  in  its  packaging,  sales  materials  and  promotional
campaigns.  Significant  prominence  has  been  given  to Ben  Cohen  and  Jerry
Greenfield,  the  founders of the  Company,  as "two real guys"  still  actively
involved in the Company. Pictures of Ben and Jerry appear on packaging, and they
make personal appearances on TV, radio and at select marketing events.

         As the  Company  has become a  significant  force in super  premium ice
cream and frozen  yogurt,  its  marketing  emphasis has shifted from  portraying
itself  as the  small  "underdog"  firm to a  Company-wide  focus  on  community
involvement and its status as a socially responsible  business. In the past, the
Company  has  focused  its  marketing   efforts  on  communicating   newsworthy,
company-wide  unique business approaches that tend to generate unpaid newspaper,
magazine, radio and TV news coverage.

         During  1995,  the Company  created and  produced a Ben & Jerry's  "One
World,  One Heart"  Festival in Vermont.  The Company also  sponsored  the Ben &
Jerry's Newport Folk Festival in Newport,  Rhode Island. These events,  attended
by nearly 50,000 people in outdoor public areas generated lots of goodwill,  ice
cream sampling and social activism,  while building customer loyalty and support
for the Company's products in the future.

         Ben & Jerry's  continues  to conduct  guided  tours of its  facility in
Waterbury,  Vermont.  In 1995,  approximately  250,000 people visited the plant,
making it (the Company  believes) the single most popular tourist  attraction in
the State.

         Franchise shops are an integral part of the Company's marketing efforts
and work on the local level  contributes to the Company's three part mission.  A
franchise is required to spend at least 4% of its gross sales on  community/self
directed  marketing,  sampling,  advertising and  participation in certain Ben &
Jerry's selected promotions.

         The  Company  is  introducing  its new  line of six  innovative  sorbet
flavors made with all natural  ingredients and Vermont  Pure(TM) Spring Water by
offering  consumers 1 million free samples during March and April 1996.  Samples
will be offered at all  franchised  scoop shops and given away  during  sampling
sessions scheduled in target markets throughout the country.

Franchise Program

         As of December 30, 1995, there were 132 franchised Ben & Jerry's "scoop
shops", as compared with 123 stores open at December 31, 1994, including in each
case satellite shops.  The franchised  "scoop shops" are located in New England,
New York, the mid-Atlantic region,  Georgia,  Florida, Ohio, Indiana,  Illinois,
California and Canada.

         During 1995, the Company opened 8 additional  franchised  "scoop shops"
under single store,  satellite and area franchise agreements discussed below and
added one  "Partnershop."  Ben & Jerry's  has changed  its policy  limiting  the
development  of individual  franchise  store  openings and is actively  pursuing
locations in selected markets around the country.

         The Company's domestic franchise  agreements with respect to individual
stores are for a ten-year  term with an option to the  franchisee to renew for a
second ten-year term. The agreements  grant the franchisee an exclusive area for
bulk ice cream,  frozen yogurt,  and sorbet with certain  exceptions and require
the franchisee to purchase from the appropriate  local distributor Ben & Jerry's
ice cream, frozen yogurt,  sorbet and certain other products,  principally baked
goods and hot fudge sauce.  Franchisees pay an initial franchise fee,  currently
$25,000 per store,  and each  franchisee  is  required  to make the  advertising
payments  described  above.  The franchise  agreements with stores  sponsored by
charitable organizations, often referred to as Partnershops, provide for waivers
of certain financial provisions.

         In  addition,  the  Company  has  entered  into  a few  exclusive  area
franchise  agreements.  Under these  agreements,  the franchisee agrees to pay a
specified  negotiated franchise fee in installments and to open a certain number
of stores in a  particular  territory  according  to a specified  schedule.  The
franchisee is given  exclusive  franchise  rights in the  territory,  subject to
conditions  specified  in the  agreements.  Under  its  current  area  franchise
agreements, franchisees have agreed to open an aggregate of 55 stores, primarily
in California, 27 of which had been opened as of December 30, 1995 in accordance
with amended build-out  schedules.  The Company's  Canadian  subsidiary also has
seven  franchised  Ben & Jerry's  "scoop  shops"  including  satellite  shops in
Canada.

International

         The Company  regularly  investigates the  possibilities of entering new
markets and intends to enter additional foreign markets,  particularly in Europe
and the Pacific Rim. In March 1994, the Company started shipping its products to
smaller specialty stores in the United Kingdom. Ben & Jerry's ice cream products
are now distributed nationally in the United Kingdom, and are available in parts
of Ireland and at one "hyper-market" chain in France.

         In 1990,  the  Company  entered  into a joint  venture  agreement  with
certain  individuals  in the former  Soviet  Union to  establish a Ben & Jerry's
manufacturing  facility and  franchised  "scoop  shops" in the Russian  state of
Karelia.  The  Company's  goal is to  provide a model of a small  scale  private
enterprise  in the former Soviet Union and to foster  international  cooperation
and global  understanding.  The joint venture is currently operating three scoop
shops in Karelia.

         In 1992, the Company  repurchased  the Canadian rights to Ben & Jerry's
products which it had previously  licensed in 1987. In 1987, the Company granted
an exclusive license to manufacture and sell Ben & Jerry's ice cream in Israel.

Competition

         The super  premium  ice cream,  frozen  yogurt and sorbet  business  is
highly  competitive.  The  Company's  principal  competitor  is The  Haagen-Dazs
Company,  Inc. Other significant  competitors are Dannon,  Columbo,  and Healthy
Choice.  Haagen-Dazs,  an industry leader in the super premium ice cream market,
is owned by The Pillsbury Company,  which in turn is owned by Grand Metropolitan
PLC, a British  food and liquor  conglomerate.  Grand  Metropolitan  is a large,
diversified company with resources significantly greater than the Company's, and
Haagen-Dazs has a significant share of the markets which the Company has entered
in recent years and has already been  marketing a sorbet line.  Haagen-Dazs  has
also  entered  substantially  more foreign  markets than the Company  (including
certain  markets in Europe and the Pacific Rim).  Haagen-Dazs  and certain other
competitors  also  market  flavors  using  pieces  of  cookies  and  candies  as
ingredients.

         In the ice cream  novelty  segment,  the Company  competes with several
well-known  brands,  including  Haagen-Dazs  and Dove  Bars,  manufactured  by a
division of Mars,  Inc.  Both of these other  brands  have  achieved  far larger
shares of the novelty market than the Company.

         During  1995,  the  Company  noted  that  the  premium  category  again
experienced  increased  promotional  activity driven by the national competition
between  Dreyer's  Grand Ice  Cream,  Inc.  and  Breyer's  Ice  Cream  (owned by
Unilever,  a large  international  food  company).  In accordance  with Dreyer's
strategic  five  year plan to  accelerate  the  sales of their  branded  premium
products  Dreyer's has  increased its consumer  marketing  efforts and continued
expansion of its distribution system into additional U.S. markets.

         There  are a number  of other  super  premium  brands,  including  some
significant  regional  ice  cream  companies  and  some new  entries.  Increased
competition  and  the  increased  consumer  demand  for  new  lower  fat,  lower
cholesterol products like low fat or nonfat frozen yogurt, low fat ice cream and
sorbet,  combined  with limited  shelf space within  supermarkets,  may have, in
general, made market entry harder and has already forced some brands out of some
markets.  The ability to introduce  innovative new flavors and low fat offerings
on a  periodic  basis is also a  significant  competitive  factor.  The  Company
expects strong competition to continue, including price/promotional competition,
competition for adequate  distribution and limited shelf space within the frozen
dessert category in supermarkets and other food retail outlets.

Seasonality

         The ice cream,  frozen  yogurt and frozen  dessert  industry  generally
experiences  the  highest  volume  during the  spring and summer  months and the
lowest volume in the winter months.

Regulation

         The Company is subject to regulation by various governmental  agencies,
including  the  United  States  Food and  Drug  Administration  and the  Vermont
Department of  Agriculture.  It must also obtain  licenses from the states where
Ben   &   Jerry's    products    are   sold.    The    criteria   for   labeling
low-fat/low-cholesterol and other health-oriented foods was revised, and in some
respects made more stringent,  by the FDA. The Company,  like other companies in
the food industry, made changes in its labeling in response to these regulations
and is in compliance.  The Company cannot predict the impact of possible further
changes  that it may be required to make in  response to  legislation,  rules or
inquiries made from time to time by any governmental  agencies.  FDA regulations
may, in certain instances,  affect the ability of the Company, as well as others
in  the  frozen  desserts   industry,   to  develop  and  market  new  products.
Nevertheless,  the Company does not believe these legislative and administrative
rules and regulations will have a significant impact on its operations.

         In connection  with the  operation of all its plants,  the Company must
comply  with the  Vermont  environmental  laws and  regulations  relating to air
quality,  waste  management,  and other  related land use  matters.  The Company
maintains wastewater  discharge permits for all of its manufacturing  locations.
The Waterbury  plant and the new St. Albans plant pretreat  production  effluent
prior to discharge to the municipal  treatment  facility.  The Company  believes
that it is in compliance with all of the required  operational  permits relating
to environmental regulations.

         The Company believes that it is in compliance in all material  respects
with the other  regulatory  requirements  applicable to its  operations and that
continuing  expenditures  for compliance with  environmental or other regulatory
requirements will not materially affect its results.

Trademarks

         The name Ben & Jerry's(R)  and the  proprietary  flavor  names:  Cherry
Garcia(R); Chunky Monkey(R);  Chubby Hubby(R);  Dastardly Mash(R); and Vermont's
Finest(TM) are all registered  trademarks of the Company.  Cherry  Garcia(R) and
Doonesberry(R)  are licensed to the Company,  as are certain other flavor names.
Some of the Company's other  trademarks  include:  White  Russian(TM);  New York
Super Fudge Chunk(TM); and Peace Pops(TM).

Employees

         At December 30, 1995, Ben & Jerry's  employed 703 people including full
time, part time and temporary  employees.  This represents a 14.7% increase from
the 613 people employed by the Company at December 31, 1994.

The Ben & Jerry's Foundation

         In 1985, Ben Cohen,  Chairperson of the Board, contributed a portion of
the equity of the Company  which he then owned to The Ben & Jerry's  Foundation,
Inc., a charitable  organization under Section 501(c)(3) of the Internal Revenue
Code,  in order to enable the  Foundation to sell such equity and invest the net
proceeds  (approximately  $598,000) in  income-producing  securities to generate
funds for future  charitable  grants.  Until March 1994,  the Foundation was the
recipient  of the  bulk  of the  Company's  cash  charitable  contributions  and
provided the  principal  means for carrying out the  Company's  cash  charitable
giving policy. In March 1994, the Board of Directors revised the process to make
philanthropic giving more meaningful for, and connected to, the employees of the
Company.  Employees  serving in Community Action Teams now provide the principal
means for carrying out the Company's cash charitable  giving policy in the State
of  Vermont.  The  Foundation,  with input from its  employee-led  grant  making
committee,  provides the  principal  means for carrying out the  Company's  cash
charitable giving policy across the nation.  The Foundation  continues to target
its grants to local  groups  concerned  with the welfare of  children  and their
families, and other grass roots social change organizations.

         In October 1985,  pursuant to  stockholder  authorization,  the Company
sold to the Foundation all of the 900 authorized  shares of Preferred  Stock for
$10 per share.  The Preferred  Stock gives the Foundation a special class voting
right to act with respect to certain mergers and other Business Combinations (as
defined in the Company's  charter).  The sale of Preferred Stock was designed to
perpetuate the relationship between the Foundation and the Company and to assist
the Company in its determination to remain an independent business headquartered
in Vermont.

Anti-Takeover Effects of Class B Common Stock and Preferred Stock

         The holders of Class A Common  Stock are  entitled to one vote for each
share held on all matters  voted on by  stockholders,  including the election of
directors.  The  holders of Class B Common  Stock are  entitled to ten votes for
each share held in the election of directors and on all other matters. The Class
B Common Stock is generally nontransferable,  and there is no trading market for
the Class B Common Stock.  The Class B Common Stock is freely  convertible  into
Class A Common Stock on a share-for-share basis and transferable thereafter.

         The  Company has been  advised  that Mr. Ben Cohen  (Chairperson  and a
director of the Company),  Mr. Jerry Greenfield (Vice Chairperson and a director
of the Company),  Mr. Fred Lager (a director and  consultant to the Company) and
Mr. Jeff Furman (a director and  consultant to the Company)  (collectively,  the
"Principal  Stockholders")  presently  intend to retain  substantial  numbers of
shares  of  Class B  Common  Stock.  As a  result  of  conversions  by  "public"
stockholders  of Class B Common  Stock,  in order to enable  their sales of such
securities,  the Class B Common Stock is now held  disproportionately by Company
insiders,   including  the   above-named   four   directors  who  are  Principal
Stockholders.   See  "Security   Ownership  of  Certain  Beneficial  Owners  and
Management." As of March 8, 1996, these four principal  individual  stockholders
held shares  representing  48.0% of the  aggregate  voting power in elections of
directors  and  various  other  matters but only 20.0% of the  aggregate  common
equity outstanding,  permitting them, as a practical matter, generally to decide
elections of directors  and various other  questions  submitted to a vote of the
Company's stockholders even though they might sell substantial portions of their
Class A Common Stock.

         The Board of  Directors,  without  further  stockholder  approval,  may
authorize  the  issuance  of  additional  shares of Class B Common  Stock in the
future and sell shares of Class B Common Stock held in the  Company's  treasury;
however,  issuance or sale of additional  shares of Class B Common Stock,  while
not  permitted  under a rule of the  NASDAQ-NMS  until 1995, is still subject to
approval under limited circumstances by the NASDAQ-NMS.

         In 1985,  the Company sold 900 shares of Preferred  Stock at a price of
$10 per share to The Ben & Jerry's Foundation,  Inc. (the  "Foundation").  While
the Foundation is a charitable entity legally separate from the Company,  it may
be deemed to be an  affiliate  of the Company  because two of the three  current
directors of the  Foundation are Messrs.  Greenfield  and Furman.  The Preferred
Stock gives the  Foundation a special  class voting right to act with respect to
certain Business Combinations (as defined in the Company's charter). The sale of
the Preferred Stock to the Foundation  effectively limits the voting rights that
holders  of the Class A Common  Stock and Class B Common  Stock,  the  owners of
virtually all of the equity in the Company, would otherwise have with respect to
Business  Combinations  (as defined).  This may have the effect of limiting such
common  stockholders'  participation  in certain  transactions  such as mergers,
other Business Combinations (as defined) and tender offers,  whether or not such
transactions might be favored by such common stockholders.

         The Class B Common  Stock and the  Preferred  Stock may be deemed to be
"anti-takeover" devices in that the Board of Directors believes the existence of
these  securities will make it difficult for a third party to acquire control of
the  Company  on terms  opposed  by the  holders  of the  Class B Common  Stock,
including  primarily  the  Principal  Stockholders,  and the  Foundation  or for
incumbent management and the Board of Directors to be
removed.  See also "Risk Factors" in Item 7 of this Report.

ITEM 2.   PROPERTIES

         Ben & Jerry's owns a 42.5 acre site in  Waterbury,  Vermont on which it
operates a 46,000  square-foot  plant  producing  ice cream and frozen yogurt in
packaged pints. The Company also owns a 48,000 square-foot  production  facility
in Springfield, Vermont. The Springfield plant is used for the production of ice
cream  novelties,  bulk ice cream and frozen yogurt and at times  packaged pints
and quarts.

         The  Company's   property,   plant  and  equipment  at  its  production
facilities in Waterbury and  Springfield are subject to various liens securing a
portion of the Company's long-term debt.

         In 1991,  the Company  entered  into a  twenty-five  year lease with an
option  to  purchase  17.1  acres of land in  Rockingham,  Vermont  on which the
Company  constructed,  and operates,  a 45,000 square-foot central  distribution
facility.

         In 1992, the Company entered into a five-year  lease/purchase agreement
for a 42-acre parcel of land in St. Albans,  Vermont,  the site of the Company's
82,000 square-foot new plant.
         In February 1996, the Company  entered into a ten year lease  agreement
for approximately  50,000 square-feet of office and light manufacturing space in
South   Burlington,   Vermont   where  the  Company's   executive   offices  and
administrative  departments  are now located,  following  the 1996 move from its
Waterbury headquarters.

         The  Company  also  leases  space for its retail  ice cream  parlors in
Burlington  and  Montpelier,  Vermont and 12,000 square feet of storage space in
Waterbury,  Vermont. The Company owns two single-family houses, both situated on
land adjacent to its  manufacturing  facility it Waterbury,  used for a day-care
center, employee training and other purposes.

         The Company believes that all of its facilities are well maintained and
in good repair.

ITEM 3.   LEGAL PROCEEDINGS

         On December  14,  1995,  the  Company  was served  with a class  action
complaint  filed  in  federal  court  in  Burlington,  Vermont.  The  complaint,
captioned  Henry G. Jakobe,  Jr. v. Ben & Jerry's  Inc.,  et al.,  United States
District Court (D. Vermont) Case No.  1-95-CV-373,  was filed by a Ben & Jerry's
shareholder  on behalf of himself and  purportedly  on behalf of all other Ben &
Jerry's  shareholders  who purchased the common stock of the Company  during the
period from March 25, 1994 through December 19, 1994. Plaintiff alleges that the
Company  violated  the  federal  securities  laws by  making,  in  1994,  untrue
statements  of material  facts and omitting to state  material  facts  primarily
concerning  the  Company's  construction  and start-up of its new  manufacturing
facility in St. Albans,  Vermont.  Also named as defendants in the Complaint are
certain  present and former  officers and  directors of the Company,  Ben Cohen,
Chairperson  of the Board;  Jerry  Greenfield,  Vice  Chairperson  of the Board;
Frances Rathke, Chief Financial Officer; and Charles Lacy, former President.
Plaintiff is seeking an unspecified amount of monetary damages.

         While this action is in its  preliminary  stages  management  believes,
based on an initial  review,  the  allegations  made in the  lawsuit are without
merit and the Company intends to defend the lawsuit vigorously.

         The Company is subject to certain  additional  litigation and claims in
the ordinary  course of business which  management  believes are not material to
the Company's business.

ITEM 4.   SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS

         No matters were submitted to a vote of security  holders of the Company
during the fourth quarter of 1995.


                                                    PART II

ITEM 5.   MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

         The  Company's  Class A Common  Stock is traded on the NASDAQ  National
Market  System under the symbol BJICA.  The  following  table sets forth for the
period  January 1, 1994  through  March 8, 1996 the high and low  closing  sales
prices of the Company's Class A Common Stock for the periods indicated.

                                                     High          Low
                                                     ----          ---
                                                   
1994
----
         First Quarter......................         $20           $14 3/4
         Second Quarter.....................          18 1/2        14
         Third Quarter......................          16 3/4        13      
         Fourth Quarter.....................          14             9 1/2

1995
----
         First Quarter......................         $14           $ 9 5/8
         Second Quarter.....................          15 1/2        11 3/4
         Third Quarter......................          20            13 5/8
         Fourth Quarter.....................          19            14 1/2

1996
----
         First Quarter (through March 8)....         $17 1/4       $13 1/2

         The Class B Common Stock is generally non-transferable, and there is no
trading market for the Class B Common Stock.  The Class B Common Stock is freely
convertible  into  Class  A  Common  Stock  on  a  share-for-share   basis,  and
transferable thereafter.

         The  Company has never  declared a cash  dividend on its Class A Common
Stock  or the  Class B Common  Stock  and the  current  policy  of its  Board of
Directors is to retain  earnings for expansion and  development of the Company's
business.  Accordingly, the Board of Directors does not anticipate declaring any
cash dividends on the Class A or Class B Common Stock in the foreseeable future.
See "Description of Capital Stock-Dividends."

         As of  March 8,  1996  there  were  11,168  holders  of  record  of the
Company's  Class A Common  Stock and 2,508  holders  of record of the  Company's
Class B Common Stock.







ITEM 6.   SELECTED FINANCIAL DATA

         The following  table contains  selected  financial  information for the
Company's fiscal years 1991 through 1995.

<TABLE>
                                                       (In thousands except per share data)       

Summary of Operations:

                                                                 Year Ended
                                                                 ----------

                                    12/30/95    12/31/94    12/25/93    12/26/92    12/28/91
                                    --------    --------    --------    --------    --------

<S>                                 <C>         <C>         <C>         <C>         <C>     
Net sales .......................   $155,333    $148,802    $140,328    $131,969    $ 96,997
Cost of sales ...................    109,125     109,760     100,210      94,389      68,500
Gross profit ....................     46,208      39,042      40,118      37,580      28,497
Selling, general
   and administrative
   expenses .....................     36,362      36,253      28,270      26,243      21,264

Asset write-down ................                  6,779
Other income
   (expense)--net ...............       (441)        228         197         (23)       (729)
Income(loss) before
income taxes ....................      9,405      (3,762)     12,045      11,314       6,504

Income taxes(benefit) ...........      3,457      (1,893)      4,844       4,639       2,765

Net income(loss) ................      5,948      (1,869)      7,201       6,675       3,739

Net income(loss) per
   common share (1)..............   $   0.83    $  (0.26)   $   1.01    $   1.07    $   0.67

Weighted average
   common shares
   outstanding (1)...............      7,222       7,148       7,138       6,254       5,572



Balance Sheet Data:
                                                                Years Ended
                                                                -----------
                                    12/30/95    12/31/94    12/25/93    12/26/92     12/28/91
                                    --------    --------    --------    --------     --------
Working capital                     $ 51,023    $ 37,456    $ 29,292    $ 18,053    $  11,035
Total assets                         131,074     120,296     106,361      88,207       43,056
Long-term debt                        31,977      32,419      18,002       2,641        2,787
Stockholders' equity (2)              78,531      72,502      74,262      66,760       26,269

<FN>
(1) The per share amounts and average shares  outstanding have been adjusted for
the effects of all stock  splits,  including  stock  splits in the form of stock
dividends.

(2) No cash  dividends  have been declared or paid by the Company on its capital
stock since the Company's organization. The Company intends to reinvest earnings
for use in its business and to finance future growth. Accordingly,  the Board of
Directors  does not anticipate  declaring any cash dividends in the  foreseeable
future.
</FN>
</TABLE>

ITEM 7.   MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
          RESULTS OF OPERATIONS

Results of Operations

     The following  table shows certain items as a percentage of net sales which
are  included  in the  Company's  Statement  of  Operations  and the  percentage
increase (decrease) of such items as compared to the indicated prior period.


                                   Percentage of Net Sales
                                         Year Ended
                             12/30/95     12/31/94     12/25/93
                             --------     --------     --------
Net sales ................     100.0%       100.0%       100.0%
Cost of sales ............      70.2         73.8         71.4
                                ----         ----         ----
Gross profit .............      29.8         26.2         28.6
Selling, general
     and administrative
     expense .............      23.4         24.4         20.2
Asset write-down .........      (4.6)

Other income
     (expenses) ..........      (0.4)         0.2          0.2
                                -----         ---          ---
Income(loss)before
     income taxes ........       6.0         (2.6)         8.6
Income taxes(benefit) ....       2.2         (1.3)         3.5
                                 ---         -----         ---
Net income(loss) .........       3.8%        (1.3)%        5.1%
                                 ===         =====         === 

Sales

         Net sales in the fourth  quarter of 1995  increased  5% from the fourth
quarter of 1994,  and net sales in 1995 overall  increased  4.4% to $155 million
from $149 million in 1994.  Pint volume  decreased  1.5%  compared to 1994.  The
Company  believes  this  decrease in pint volume is  consistent  with the recent
performance in the super premium  category  overall,  excluding sorbet which the
Company did not introduce  until 1996. This volume decrease was offset by a 3.7%
price  increase  of pints sold to  distributors  that went into  effect in March
1995.  Net sales of both  novelties  and 21/2  gallon  bulk  containers  product
categories had modest increases in 1995.

         Pint sales  represented  approximately  85% of total net sales in 1995,
1994  and  1993.  Net  sales  of  2  1/2  gallon  bulk  containers   represented
approximately  7% of total net sales in 1995 and 1994, and 8% in 1993. Net sales
of novelties accounted for approximately 6% of total net sales in 1995 and 5% in
1994 and 1993.  Net sales from the  Company's  retail stores  represented  2% of
total net sales in 1995, 3% in 1994 and 2% in 1993.





         Net sales in 1994  overall  increased  6.0% to $149  million  from $140
million in 1993.  This was primarily the result of a 7% increase in net sales of
packaged  pints.  The increase in pint sales was  primarily  due to sales of the
Company's new "Smooth,  No Chunks" line which was introduced  nationally  during
the months of March through May 1994.  Sales of the Company's  reformulated  and
repackaged  Peace Pops resulted in an increase in Peace Pop sales.  However this
was  offset  by the  absence  of sales of the  Brownie  Bar  which  the  Company
discontinued  manufacturing in May 1993,  resulting in a approximately  the same
level of net sales of novelties overall in 1994 as in 1993.

Cost of Sales

         Cost of sales in 1995 decreased  approximately $.6 million or 0.6% over
the same period in 1994 and overall  gross profit as a  percentage  of net sales
increased  from  26.2% in 1994 to 29.8% in 1995.  The higher  gross  profit as a
percentage of sales in 1995 is due to the price increase effective in March 1995
combined with improved  inventory  management  and production  efficiencies,  as
compared with 1994. In addition, the improved gross margin reflects less product
manufactured  for the Company by Edy's Grand Ice Cream, a subsidiary of Dreyer's
Grand Ice Cream,  resulting from the transfer of production to the Company's new
manufacturing facility in St. Albans,  Vermont. During 1995 approximately 16% of
the packaged pints manufactured by the Company were produced by Edy's,  compared
to 40% in 1994.

         Cost of sales in 1994  increased  approximately  $9.6 million,  or 9.5%
over the same period in 1993 and overall  gross  profit as a  percentage  of net
sales  decreased  from 28.6% in 1993 to 26.2% in 1994.  Overall  gross profit in
1994  was   impacted   by   inventory   management   problems   and   production
inefficiencies,  as well as 1994 start-up costs  associated with certain flavors
of the new "Smooth, No Chunks" ice cream line in packaged pints. The significant
increase in the number and complexity of some of the pint flavors being produced
requires a higher level of production planning, purchasing, inventory management
and operational systems than were then in place in the Company.

         During  1994 the lower  gross  profit  as a  percentage  of sales  also
reflected higher  manufacturing costs due to more product being produced for the
Company by Edy's, with  approximately 40% of the packaged pints  manufactured by
the Company produced by Edy's in 1994 as compared to 37% in 1993.




Selling, General and Administrative Expenses

         Selling,  general and  administrative  expenses increased 0.3% to $36.4
million in 1995 from $36.3  million in 1994 but decreased as a percentage of net
sales to 23.4% in 1995 from  24.4% in 1994.  This  increase  in dollar  spending
primarily  reflects  strengthening of the Company's  infrastructure  in order to
prepare for increased  growth,  offset by the lower level of marketing and sales
spending  compared to 1994, when the launch of the new "Smooth,  No Chunks" line
occurred.

         Selling, general and administrative expenses had increased 28% to $36.3
million in 1994 from $28.3  million in 1993 and increased as a percentage of net
sales to 24.4% in 1994 from 20.2% in 1993.  This increase was due principally to
increased  marketing and selling  expenses,  including  higher than  anticipated
coupon redemption  expenses,  associated with promoting the then new "Smooth, No
Chunks" line as well as the Company's taking over the distribution  arrangements
to the  smaller  classes  of trade in the New York  market  and  one-time  costs
associated with changes in distribution arrangements in the United Kingdom.

Asset Write-Down

         1994 results  included a pretax charge of $6.8 million,  representing a
write-down of certain  assets of the Company's new St.  Albans,  Vermont  plant,
including a portion of the previously incurred  capitalized interest and project
management  costs. The impact of this charge on both the 1994 fourth quarter and
full  year  1994  results  was  $4.1  million  or  $0.57  per  share.  Following
substantial  delays with the  implementation and completion of certain automated
handling  processes and refrigeration  hardening  equipment of the new plant and
after receipt of a report from an outside  engineering  firm  experienced in the
refrigerated  food  industry,  the  Company  decided to  replace  certain of the
software and equipment installed at the new plant.
         The Company  began  manufacturing  at the new St. Albans plant in March
1995,  utilizing a temporary  set-up on one  production  line. The two currently
planned  manufacturing  lines were fully  operational in December 1995 and it is
expected that the rate of production on these lines will be increased in 1996.


Other Income(Expense)

         Interest  income  increased  $0.6 million during 1995 compared to 1994.
This  increase  was  primarily  due to  higher  interest  rates on  investments.
Interest expense  increased $1.2 million in 1995 compared to 1994. This increase
was due primarily to the capitalization of interest in the prior year as part of
the cost of the new plant in St. Albans, Vermont as compared with capitalization
of only a small amount of interest in 1995 before the plant became operational.

         Interest  income  increased  $0.3 million  during 1994 compared to 1993
reflecting  interest  earned on  investments.  Interest  expense  increased $0.2
million  reflecting the issuance of the $30 million Series A and B Notes bearing
interest  at a weighted  average  rate of 5.84%.  Interest  expense  was reduced
during 1994 by capitalization of interest as part of the cost of the new plant.

Income Taxes

         The Company's  effective income tax rate increased from (50.3%) in 1994
to 36.8% in 1995  primarily  reflecting  the profit in 1995,  as compared to the
loss in 1994,  combined  with lower income tax credits and  tax-exempt  interest
income in 1995 as compared to 1994. In 1993, the Company's  effective income tax
rate was 40.2%  reflecting  lower  income tax  credits and  tax-exempt  interest
income.  Management  expects  1996's  effective  income tax rate to  increase to
approximately 38%.

Net Income

         As a result of the foregoing, net income increased $7.8 million to $5.9
million in 1995  compared to a net loss of $1.9 million in 1994,  and net income
of $7.2 million in 1993. Net income (loss) as a percentage of net sales was 3.8%
in 1995, (1.3%) in 1994 and 5.1% in 1993.

Seasonality

         The Company  typically  experiences more demand for its products during
the summer than during the winter.

Inflation

         Inflation has not had a material  effect on the  Company's  business to
date. Management believes that the effects of inflation and changing prices were
successfully  managed in 1995,  with both margins and earnings  being  protected
through  a  combination  of  pricing  adjustments,  cost  control  programs  and
productivity gains.

Liquidity and Capital Resources

         The Company's  working  capital at December 30, 1995 was  approximately
$51.0  million as compared to $37.5  million at December  31,  1994.  This $13.5
million  increase was  primarily  due to increases of $14.6  million in cash and
cash equivalents.

         Net  cash  provided  by  operations  in 1995  was  approximately  $15.9
million.  Approximately  $7.5  million was used for net  additions  to property,
plant and  equipment,  primarily for the new plant in St.  Albans,  Vermont that
began  production in 1995. At December 30, 1995 cash and cash  equivalents  were
$35.4 million.

         Inventories have decreased slightly since the end of December 1994 from
$13.5 million to $12.6  million at December 30, 1995.  Accounts  receivable  has
increased  $1.8  million  since  December  31,  1994 from $9.9  million to $11.7
million at December 30, 1995.  This  increase is due to increased  sales for the
month of December,  1995 as compared  with  December,  1994 as well as increased
international sales which have a longer collection cycle than domestic sales.

         During  the  second  quarter  of  1989,  the  Company  entered  into  a
manufacturing  and warehouse  agreement with Edy's Grand Ice Cream, a subsidiary
of Dreyer's Grand Ice Cream, Inc., to manufacture product at Edy's plant in Fort
Wayne, Indiana in accordance with specifications and quality control provided by
the Company and using dairy  products from Vermont.  This  agreement  expired in
September 1995. This agreement  assisted the Company in meeting its demand prior
to and during the construction  period of the Company's new plant in St. Albans,
Vermont.  Because per unit manufacturing  costs were higher under this agreement
than at the  Company's  plants,  this  agreement  had an  adverse  impact on the
Company's gross profit as a percentage of net sales throughout its term.

         In October 1992, the Company began construction of a new third plant in
St. Albans,  Vermont.  At December 30, 1995, the Company has spent approximately
$38.2  million  to date,  net of the 1994 $6.8  million  write-down  of  certain
assets,  on building and  equipping the new plant ($6.2 million in 1995 of which
$1.2  million was  transferred  from the  temporary  facility at the St.  Albans
Cooperative) and anticipates  additional  capital costs for the St. Albans plant
of  approximately  $1.9 million in 1996.  The cost of building and equipping the
new  plant,  net of the 1994  $6.8  million  write-down  of  certain  assets  is
currently estimated to be approximately $40.1 million.

         In addition to the $6.2 million  construction  expenditures for the new
plant, other capital  expenditures in 1995 totaled $2.5 million.  These projects
included equipment upgrades at the Waterbury and Springfield plants.

         In addition to $1.9 million of capital expenditures to complete the new
plant at St. Albans, the Company anticipates other capital  expenditures in 1996
of approximately $10.6 million.  Substantially all of these additional projected
capital  expenditures relate to equipment upgrades in Waterbury and Springfield,
leasehold improvements at the Company's headquarter offices in South Burlington,
Vermont,  and  computer  related  expenditures,  with  a  small  proportion  for
equipment enhancements at the St. Albans plant.

         The Company's  long-term debt includes $30 million aggregate  principal
amount  of  Senior  Notes  issued  in 1993  and  1994,  which  are  held in cash
equivalents pending their use in the business.

         On  December  29,  1995,  the  Company  extended  two  line  of  credit
agreements,  for an aggregate of $20 million,  with The First  National  Bank of
Boston and Key Bank of Vermont.  These are  unsecured  agreements  providing for
borrowings from time to time, expiring September 29, 1998 and December 29, 1998,
respectively.  The agreements specify interest at either the banks' Base Rate or
the  Eurodollar  rate plus a maximum of 1.25%.  As of March 28,  1996 there have
been no borrowings under these line of credit.

         Management believes that internally  generated funds, cash currently on
hand,  investments held in cash equivalents (pending their use in the business),
and  equipment  lease  financing  and/or  borrowings  under  the  Company's  two
unsecured  bank lines of credit will be adequate to meet  anticipated  operating
and capital requirements.

Forward-Looking Statements

         This  section,  as well as other  portions of this  document,  includes
certain  forward-looking   statements  about  the  Company's  business  and  new
products,  sales and  expenses,  effective  tax rate and  operating  and capital
requirements. In addition, forward-looking statements may be included in various
other  Company  documents  to be  issued  in  the  future  and in  various  oral
statements by Company  representatives  to security  analysts and investors from
time to time.  Any such  statements  are  subject to risks that could  cause the
actual results or needs to vary  materially.  These risks are discussed below in
"Risk Factors" in this document.

Risk Factors

         Dependence  on  Independent  Ice Cream  Distributors.  The  Company  is
dependent on maintaining  satisfactory  relationships with independent ice cream
distributors  that  now  generally  act as the  Company's  exclusive  or  master
distributor  in their  assigned  territories.  While the  Company  believes  its
relationships  with  Dreyer's  and its other  distributors  generally  have been
satisfactory and have been instrumental in the Company's growth, the Company has
at times  experienced  difficulty in maintaining such  relationships.  Available
distribution  alternatives are limited.  Accordingly,  there can be no assurance
that difficulties in maintaining  relationships with distributors,  which may be
related  to  actions  by the  Company's  competitors  or by one or  more  of the
Company's distributors  themselves (or their controlling persons), will not have
a material adverse effect on the Company's business.  The loss of one or more of
the  Company's  principal  distributors  or  termination  of one or  more of the
related  distribution  agreements  could have a material  adverse  effect on the
Company's business. See "Business - Markets and Customers."

         Growth  in sales  and  earnings.  In  1995,  net  sales of the  Company
increased 4.4% to $155 million from $149 million in 1994. Pint volume  decreased
1.5% compared to 1994. The Company believes this decrease is consistent with the
recent performance in the super premium category overall excluding sorbet, which
contributed  more growth than the total  increase in the super premium  category
from 1994 to 1995.  Given these overall  domestic super premium industry trends,
the successful introduction of innovative flavors on a periodic basis has become
increasingly  important  to any sales growth by the  Company.  Accordingly,  the
future degree of market  acceptance of the Company's sorbet line, which is being
introduced  February  through  May 1996,  and  which  will be  accompanied  by a
significant increase in promotional  expenditures is likely to have an important
impact on the Company's 1996 and future  financial  results.  See  "Management's
Discussion and Analysis of Financial Conditions and Results of Operations."

         Competitive  Environment.  The super premium  frozen  dessert market is
highly competitive with the distinctions between the super premium category, and
the  "adjoining"  premium  category  less  marked  than in the past and with the
domestic  super premium  frozen  dessert  category  showing a recent  decline in
industry  sales,  except  for  sorbet.  And,  as noted  above,  the  ability  to
successfully  introduce innovative flavors on a periodic basis that are accepted
by the  marketplace  is a  significant  competitive  factor.  In  addition,  the
Company's principal competitors are large,  diversified companies with resources
significantly greater than the Company's. The Company expects strong competition
to continue, including competition for adequate distribution and competition for
the limited  shelf space for the frozen  dessert  category in  supermarkets  and
other retail food outlets.  See  "Business-Competition"  and "Business-The Super
Premium Frozen Dessert Market."

         Reliance  on a limited  number of Key  Personnel.  The  success  of the
Company is significantly  dependent on the services of Robert Holland,  Jr., the
Chief Executive Officer and a limited number of executive managers working under
Mr. Holland, as well as certain continued services of Ben Cohen, the Chairperson
of the  Board  and  co-founder  of  the  Company;  and  Jerry  Greenfield,  Vice
Chairperson and co-founder of the Company.  Loss of the services of any of these
persons  could have a material  adverse  effect on the Company's  business.  See
"Directors and Executive Officers of the Company."

         The Company's Social Mission.  The Company's basic business  philosophy
is  embodied  in a  three-part  "mission  statement,"  which  includes a "social
mission"  to  "operate  the  Company...[to]  improve  the quality of life of our
employees and a broad community: local, national and international." The Company
believes that implementation of its social mission, which is integrated into the
Company's  business,  has been  beneficial  to the Company's  overall  financial
performance.  However, it is possible that at some future date the amount of the
Company's  energies and  resources  devoted to its social  mission  could have a
material   adverse   financial   effect   on   the   Company's   business.   See
"Business-History and Philosophy of the Company" and "Business-Marketing."

         Control of the  Company.  The Company has two classes of common stock -
the Class A Common Stock, entitled to one vote per share, and the Class B Common
Stock,  entitled,  except to the extent otherwise  provided by law, to ten votes
per  share.  Ben  Cohen,  Jerry  Greenfield,   Fred  Lager  and  Jeffrey  Furman
(collectively,  the "Principal  Stockholders") hold shares representing 48.0% of
the aggregate  voting power in elections  for  directors,  permitting  them as a
practical  matter to elect all  members of the Board of  Directors  and  thereby
effectively  control the  business,  policies  and  management  of the  Company.
Because of their  significant  holdings of Class B Common  Stock,  the Principal
Stockholders  may  continue to exercise  this  control even if they were to sell
substantial  portions of their Class A Common Stock. See "Security  Ownership of
Certain Beneficial Owners and Management."

         In addition,  the Company has issued all of the Class A Preferred Stock
to the Foundation.  All current directors of the Foundation are directors and or
employees of the Company.  The  Preferred  Stock gives the  Foundation a special
class  voting  right to act with respect to certain  Business  Combinations  (as
defined in the Company's  charter) and effectively limits the voting rights that
holders  of the Class A Common  Stock and Class B Common  Stock,  the  owners of
virtually all of the equity in the Company, would otherwise have with respect to
such Business Combinations. See "Business- The Ben & Jerry's Foundation."

         While the Board of Directors believes that the Class B Common Stock and
the  Preferred  Stock  are  important  elements  in  keeping  Ben &  Jerry's  an
independent  Vermont-based  business, the Class B Common Stock and the Preferred
Stock  may be deemed to be  "anti-takeover"  devices  (and thus may be deemed to
have the potential for adverse  consequences  on the business) in that the Board
of Directors  believes the existence of these  securities will make it difficult
for a third  party to  acquire  control of the  Company on terms  opposed by the
holders  of  the  Class  B  Common  Stock,  including  primarily  the  Principal
Stockholders,  or The Foundation,  or for incumbent  management and the Board of
Directors to be removed.

         International.  The Company's  principal  competitors  have substantial
market shares in various countries outside the United States, principally Europe
and  Japan.  The  Company  has  limited  international  sales  to  date,  but is
investigating the possibility of international expansion.  However, there can be
no assurance  that the Company will be  successful  in entering,  on a long-term
profitable basis, such international markets as it selects.

ITEM 8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

         The response to this Item is in Item 14(a) of this Report.

ITEM  9.  CHANGES  IN AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING  AND
          FINANCIAL DISCLOSURE

         Not applicable.


                                                   PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY

Directors and Executive Officers

The directors and executive officers of the Company are as follows:

Name                   Age          Office
----                   ---          ------
Ben Cohen............  44      Chairperson and Director
Robert Holland Jr....  55      President, Chief Executive Officer
                               and Director
Jerry Greenfield.....  44      Vice Chairperson and Director
Elizabeth Bankowski..  48      Director and Director of Social
                               Mission
Merritt C. Chandler..  79      Director
Jeffrey Furman.......  52      Director
Fred Lager...........  41      Director

Frederick A. Miller..  49      Director
Henry Morgan.........  70      Director
Frances Rathke.......  35      Chief Financial Officer, Treasurer
                               and Secretary
Bruce Bowman.........  43      Senior Director of Operations
Jerry Welsh..........  50      Consultant and Acting Director of
                               Marketing and Sales

          All   directors   hold  office  until  the  1996  annual   meeting  of
stockholders  of  the  Company  and  until  their  successors  are  elected  and
qualified.  The  Board of  Directors  has an Audit  Committee  on which  Messrs.
Morgan,  Chandler and Lager (Chairperson) serve and a Compensation  Committee on
which Messrs. Morgan (Chairperson),  Chandler, Furman and Miller serve. Officers
serve until their successors are elected and qualified.

          Ben Cohen, a founder of the Company,  has served as Chairperson of the
Board of Directors since February 1989. From January 1, 1991 through January 29,
1995 he was the Chief  Executive  Officer of the  Company.  Mr. Cohen has been a
director  of the  Company  since  1977.  Mr.  Cohen is a director  of  Community
Products,  Inc., a manufacturer of Rain Forest Crunch candy, Blue Fish Clothing,
Inc., and Social Venture Network.

          Robert Holland Jr. has served as President and Chief Executive Officer
since  January 1995.  Mr.  Holland has served as a director of the Company since
March 1995.  Prior to this Mr. Holland served as Chairperson and Chief Executive
Officer of ROHKER-J, a consulting firm for Fortune 500 companies since 1991. Mr.
Holland  served  as  Chairperson  and  Chief   Executive   Officer  of  Gilreath
Manufacturing, Inc. from March 1990 until 1991. From 1968 until 1991 Mr. Holland
also served as an associate and then partner of McKinsey & Company,  Inc.  where
he managed  projects for global concerns  involving  operational,  strategic and
marketing issues. Mr. Holland is Chairperson of the Board of Trustees at Spelman
College,  a trustee of Atlanta University Center and Mutual of New York and is a
member of the Board of Directors of Frontier Corporation, TrueMark Manufacturing
Company and the Harlem Junior Tennis Program.

          Jerry Greenfield, a founder of the Company, has served as director and
Vice Chairperson of the Board of Directors since 1990.

          Elizabeth   Bankowski  has  served  as  Director  of  Social   Mission
Development  since  December  1991.  Ms.  Bankowski  has been a director  of the
Company since 1990.

          Merritt C.  Chandler  has served as a director  of the  Company  since
1987. Mr.  Chandler has been Business  Manager of the Addison,  Vermont  Central
Supervisory Union, a group of school districts,  since 1985. Mr. Chandler serves
as a member of the  Compensation  Committee of the Board of  Directors  and as a
member of the Audit Committee of the Board of Directors.

          Jeffrey  Furman has been a consultant to the Company since March 1991.
Prior to that Mr.  Furman  was an  Officer  of the  Company.  He has served as a
director  of the  Company  since  1982.  Mr.  Furman  serves  as a member of the
Compensation Committee of the Board of Directors.

          Fred Lager is currently a consultant to the Company. Prior to this Mr.
Lager  served as  President  and Chief  Executive  Officer of the  Company  from
February  1989 until  1991.  Mr.  Lager has served as a director  of the Company
since 1982. He currently  serves as  Chairperson  of the Audit  Committee of the
Board of Directors.  Mr. Lager is a director of Working Assets  Funding  Service
and Whole Foods Market,  Inc., the largest chain of natural food supermarkets in
the country.

          Frederick  A.  Miller has served as a director  of the  Company  since
1992. Since 1985, he has been President of the Kaleel Jamison  Consulting Group,
Inc., a strategic  cultural  change and management  consulting  firm. Mr. Miller
serves  as a member of the  Compensation  Committee  of the Board of  Directors.

          Henry Morgan has served as a director of the Company  since 1987.  Mr.
Morgan serves as  Chairperson of the  Compensation  Committee and as a member of
the Audit Committee of the Board of Directors. He is President and sole director
of Symbolics,  Inc., a corporation  which has filed for protection under Chapter
11 of the United  State  Bankruptcy  Code.  He is also a director  of  Cambridge
Bancorporation.

          Frances  Rathke  has  served  as Chief  Financial  Officer  and  Chief
Accounting  Officer of the Company since April, 1990 and Secretary and Treasurer
effective  January 1, 1991.  Prior to this,  Ms.  Rathke was  Controller  of the
Company.

          Jerry Welsh is a consultant  for the Company with  responsibility  for
Sales and  Marketing  since  October  1995.  Jerry Welsh is  President  of Welsh
Marketing Associates, Inc. which he formed in 1988. Prior to this, Mr. Welsh was
Senior Executive Vice President for The E. F. Hutton Group, Inc.

          Bruce Bowman has served as Senior Director of Operations  since August
1995. Prior to this, Mr. Bowman was Senior Vice President of Operations at Tom's
Foods, Inc., a food manufacturing company from April 1991 until August 1995.


ITEM 11.  EXECUTIVE COMPENSATION

Summary Compensation Table

         The  following  table  sets  forth  the cash  compensation  paid by the
Company in Fiscal Years 1993 - 1995 as well as certain other  compensation paid,
awarded or accrued for those years to the Company's Chief Executive Officer (Ben
Cohen  was CEO prior to  Robert  Holland's  election  in  January  1995) and the
Company's  other  executive  officers  at the end of the 1995  fiscal year whose
total salary and bonuses for 1995 exceeded $100,000:
<TABLE>

                                                                               Long-Term Compensation
                      Annual Compensation                                     Awards            Payouts
                      -------------------                              ------------------------------------
                                                            Other                    Securities                        All
Name and                                                   Annual      Restricted    Underlying                      Other
Principal                                                 Compen-           Stock      Options/       LTIP         Compen-
Position                  Year  Salary      Bonus(2)     ation(4)       Awards(3)          SARS    Payouts       sation(5)
--------                  ----  ------      --------     --------       ---------          ----    -------       ---------
<S>                       <C>   <C>        <C>            <C>             <C>          <C>                          <C>         
Ben Cohen                 1995  $132,500        --                                                                  $2,195
Chairperson               1994  $132,500        --                                                                  $2,650
and CEO(1)                1993  $133,212        --                                                                  $2,664

Jerry Greenfield          1995  $132,500        --                                                                  $2,195
Vice Chairperson          1994  $132,745        --                                                                  $2,655
                          1993  $132,517        --                                                                  $2,650


Robert Holland, Jr.       1995  $225,962   $100,000                                    $180,000                        --
CEO, President and
Director

Frances Rathke            1995  $125,000     $1,281                                      30,000                     $2,260
CFO, Treasurer            1994  $121,398       $611                                                                 $2,440
and Secretary             1993  $110,000     $1,581                                                                 $2,232

Elizabeth Bankowski       1995  $125,000       $745       $14,341         $21,360         5,000                     $2,267
Director of Social        1994  $115,803       $328                                                                 $2,323
Mission Development       1993  $105,000       $694                                                                 $2,114

<FN>

(1) Ben Cohen was CEO prior to January 31, 1995.

(2) "Bonus"  includes  discretionary  distributions  under the Company's  profit
sharing plan pursuant to which a cash bonus was awarded to all employees  (other
than co-founders, Ben Cohen and Jerry Greenfield, CEO Robert Holland, and Senior
Director of  Operations  Bruce  Bowman).  Robert  Holland was awarded a bonus in
accordance with his employment contract of $100,000 for the year 1995.

(3) "Restricted  Stock Awards"  includes  restricted stock awards of 2000 shares
made in 1995. No other  restricted  stock awards were made in 1993-1995,  or are
outstanding. Award was vested at date of grant.

(4)  "Other  Annual   Compensation"   consists  of  gross-up  payments  for  tax
liabilities incurred on the restricted stock award granted in 1995.

(5) "All Other Compensation" includes company contributions to 401(K) plans.
</FN>
</TABLE>

<TABLE>
Option/SAR Grants in 1995

                                                                                         Potential
                                                                                         Realizable
                                                                                          Value at
                                       Percentage                                      Assumed Annual
                                        of Total                                          Rates of
                                        Options/                                         Stock Price
                                          SARS         Exercise                          Appreciation
                        Options/       Granted to         or                           for Option Term
                           SARS         Employees     Base Price   Expiration
                         Granted         in 1995      (per share)     Date            5%            10%
                         -------         -------      -----------     ----            --            ---
<S>                      <C>                <C>     <C>               <C>         <C>            <C>       
Ben Cohen .........            0              0              0              0              0              0
Jerry Greenfield               0              0              0              0              0              0
Robert Holland, Jr       180,000            75%      $   10.81        1/29/03     $1,223,073     $3,101,104
Frances Rathke ....       30,000         12.50%     $10.63-$14.00     3/31/04     $  253,539     $  642,517
Elizabeth Bankowski        5,000          2.08%      $   10.63        3/31/04     $   33,326     $   84,707
</TABLE>

<TABLE>
Aggregated Option/SAR Exercises in 1995 and 1995 Year-End
Option/SAR Values


                             
                                Shares                                                     Value of Unexercised
                              Acquired                  Number of Unexercised              In-The-Money Options/
                                    on                Options/SARS at 12/30/95               SARS at 12/30/95
                              Exercise     Value      ------------------------               ----------------
                                   (#)   Realized   Exercisable   Unexercisable         Exercisable  Unexercisable
                                   ---   --------   -----------   -------------         -----------  -------------
<S>                                 <C>        <C>      <C>            <C>                 <C>          <C>
Ben Cohen                           0          0             0               0                   0           ---
Jerry Greenfield                    0          0             0               0                   0           ---
Robert Holland, Jr.                 0          0        20,000         160,000             $78,750      $630,000
Frances Rathke                      0          0         2,500          28,685             $10,300       $29,050
Elizabeth Bankowski                 0          0         2,500           3,470             $10,300       $10,300
</TABLE>


         Directors who are not employees or full-time consultants of the Company
receive  $9,000 per year plus expenses.  On December 17, 1992, two  non-employee
directors,  Mr. Chandler and Mr. Morgan, each received awards of 1,000 shares of
the  Company's  Class A Common  Stock  under  the 1992  Non-Employee  Directors'
Restricted  Stock  Plan.  The shares had a market  value on the date of grant of
$28.50 per share.

         The Company has also adopted the 1995  Non-Employee  Directors Plan for
Stock in lieu of Directors Cash Retainer  under which  directors may elect to be
paid annually, in lieu of the cash retainer for Board services, shares of common
stock having a fair market value (as of the date of payment) equal to the amount
of such annual retainer.  This plan was not implemented with respect to the year
1995.

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The following table sets forth certain information as of March 8, 1996 with
respect to the beneficial  ownership of the outstanding shares of Class A Common
Stock,  Class B Common Stock and  Preferred  Stock by (i) all persons  owning of
record, or beneficially to the knowledge of the Company,  more than five percent
of the  outstanding  shares  of Class A Common  Stock,  Class B Common  Stock or
Preferred  Stock,  (ii) each  director  and  executive  officer  of the  Company
individually,  (iii) all  directors  and  officers of the Company as a group and
(iv) The Ben & Jerry's  Foundation,  Inc.  The  mailing  address  of each of the
persons  shown and of the  Foundation  is c/o the Company,  115 Kimball  Avenue,
South Burlington, Vermont 05403.
<TABLE>

                                  Amount of                   Amount of
                                  Beneficial                 Beneficial              Amount of
                                 Ownership of               Ownership of             Beneficial
                                    Class A                   Class B               Ownership of
                                 Common Stock               Common Stock          Preferred Stock
                                 ------------               ------------          ---------------
                                        Percentage                 Percentage            Percentage
                               Number       of          Number         of       Number       of
                                 of     Outstanding       of      Outstanding     of     outstanding
                               Shares    Shares (a)     Shares     Shares (b)   Shares     Shares
                               ------    ----------     ------     ----------   ------     ------

<S>                           <C>            <C>       <C>            <C>            <C>       <C>
Ben Cohen (c)                 604,373        9.6       487,876        52.24          0         0
Robert Holland, Jr.                 0        0               0         0             0         0
Fred Lager (d)                 30,600        *          53,600         5.90          0         0     
Jeffrey Furman (e),(f)         10,000        *          30,300         3.30          0         0
Merritt C. Chandler             1,072        *              36         *             0         0
Henry Morgan                    2,700        *               *         *             0         0
Jerry Greenfield (e)          130,000        2.01       90,000         9.90          0         0
Frederick Miller                  600        *               0         0             0         0
Elizabeth Bankowski             3,182        *               0         0             0         0
Frances Rathke                  3,315        *               0         0             0         0
Bruce Bowman                        0        0               0         0             0         0
                              -------       -----      -------        -----          -         -
All Officers and directors
as a group (13 persons)       785,842       12.53      661,812        72.60          0         0
                              =======       =====      =======        =====          =         =
The Ben & Jerry's
Foundation, Inc.                    0        0               0         0           900       100  
                                    =        =               =         =           ===       ===  

----------------------
<FN>
*      Less than 1%

(a)  Based on the  number of shares of Class A Common  Stock  outstanding  as of
     March 8, 1996.  Each share of Class A Common  Stock  entitles the holder to
     one vote.

(b)  Based on the  number of shares of Class B Common  Stock  outstanding  as of
     March 8, 1996.  Each share of Class B Common  Stock  entitles the holder to
     ten votes.

(c)  Under the  regulations and  interpretations  of the Securities and Exchange
     Commission, Mr. Cohen may be deemed to be a parent of the Company.

(d)  Mr. Lager owns these shares jointly with his wife.
 
(e)  By virtue of their  positions as two of the three current  directors of the
     Foundation,  which has the power to vote or dispose of the Preferred Stock,
     each of Messrs. Greenfield, a co-founder,  Director and Vice Chairperson of
     the Company,  and Furman, a Director of and consultant to the Company,  may
     be deemed,  under the regulations and interpretations of the Securities and
     Exchange Commission, to own beneficially the Preferred Stock.

(f)  Does not include 210 shares of Class A Common Stock and 105 shares of Class
     B  Common  Stock  owned by Mr.  Furman's  wife,  as to  which he  disclaims
     beneficial ownership.

(g)  While the Foundation is an entity legally separate from the Company, it may
     be deemed to be an affiliate of the Company under the securities laws.
</FN>
</TABLE>

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     Mr. Greenfield,  Vice Chairperson,  is also a director and President of the
Foundation. Mr. Furman is a director of the Foundation.

     During the year ended December 30, 1995, the Company  purchased Rain Forest
Crunch cashew-brazilnut  buttercrunch candy to be included in Ben & Jerry's Rain
Forest Crunch flavor ice cream for an aggregate  purchase price of approximately
$1,500,000 from Community Products,  Inc., a company of which Messrs.  Cohen and
Furman are the principal  stockholders and of which Mr. Cohen is also president.
Mr.  Lager was a director  until  January  1994.  The candy was  purchased  from
Community  Products,  Inc.  at  competitive  prices  and on  standard  terms and
conditions.  Although the Company expects to purchase  additional  quantities of
candy from Community Products,  Inc.,  termination of Ben & Jerry's relationship
with this supplier would not have a material effect on the Company's business.

     Subsequent to year-end 1990, Messrs.  Lager and Furman retired as employees
of the Company and as President  (and Chief  Executive  Officer) and  Secretary,
respectively. Messrs. Lager and Furman first provided services to the Company in
1982  and  1978,  respectively,  and  have  been  instrumental,  along  with the
co-founders  of the Company,  in its  emergence as a leading  super  premium ice
cream  business  and a  socially  responsible  Vermont  company.  The  Board has
approved the following employment termination arrangements for Messrs. Lager and
Furman,  each of whom remains a director of the Company and a consultant  to the
Company.

     Under the terms of the Employment  Agreement  dated January 1, 1984 between
the Company and Mr.  Lager,  Mr.  Lager is  entitled,  in  consideration  of his
covenant  not to  compete  for the  period of two  years  after  termination  of
employment,  to severance compensation during that two year period at his annual
base salary level in effect on the date of termination  of employment  ($100,000
per year).  The Employment  Agreement was amended (i) to extend the  termination
date from  December  31,  1989 to  February  2, 1991,  (ii) to provide  that the
Company pay for family health  insurance  coverage  under the Company's  regular
employee health insurance plan for a twelve year period after termination, (iii)
to transfer to Mr. Lager a $1 million life  insurance  policy  presently held by
the  Company on Mr.  Lager's  life and to provide for  continued  payment by the
Company of the premiums due on the life insurance policy (currently  $11,745 per
year) until the date when the policy becomes "self-funding",  which is estimated
to be December 31, 2002,  and (iv) to extend the  non-compete  provisions for an
additional  three years  (without any  additional  payment)  beyond the two-year
post-employment  non-competition  period provided for in the original Employment
Agreement.

     Under the terms of a Consulting Agreement dated as of January 17, 1991 (the
"Original  Consulting  Agreement"),  Mr.  Lager  agrees  to  furnish  management
consulting   services  to  the  Company  upon  the  Company's   request  (up  to
approximately 40 hours per month, at the Company's request,  subject to holidays
and  vacations)  for a five- year  period,  commencing  February  3, 1991,  with
compensation  being paid at the rate of  $75,000  for the first  year,  and with
$5,000  annual  increases  for  each of the  following  four  years.  Under  the
Agreement  Mr. Lager has agreed not to compete with the Company  during the term
of and for a period of two years following the expiration of the Agreement.

     Mr. Lager's Original  Consulting  Agreement was amended in 1994 and 1995 to
reflect  additional  consulting  services  during  the period  the  Company  was
searching  for a new Chief  Executive  Officer  and while Mr.  Lager was  Acting
Director of Manufacturing.  Mr. Lager furnished full-time management  consulting
services  and was  compensated  at the rate of $3,300  per week plus  reasonable
out-of-pocket  expenses for the period July 1, 1994  through  December 31, 1994.
For the  period  January  1,  1995  through  August  31,  1995,  Mr.  Lager  was
compensated  at the rate of $4,615 per week in  addition to payments at the rate
due under the  Original  Consulting  Agreement,  plus  reasonable  out-of-pocket
expenses.  Commencing  September  1995,  Mr. Lager is providing  only  part-time
consulting  services called for under the Original  Consulting  Agreement at the
rate  provided  therein,   which  is  now  $8,333  per  month,  plus  reasonable
out-of-pocket  expenses.  In 1994 and  1995,  Mr.  Lager was paid  $147,217  and
$235,902.  The term of his  Original  Consulting  Agreement,  as extended by the
1994-1995 amendment, is July 31, 1996.

     Under the terms of a Severance and  Non-Competition  Agreement  dated as of
December 31, 1990, Mr. Furman was entitled to two-year severance/non-competition
payments  similar to those paid to Mr. Lager.  Under the terms of the Agreement,
Mr. Furman was entitled,  as severance and in  consideration of his covenant not
to compete  for a period of five  years  after  termination  of  employment,  to
compensation  payable for the first two years after termination on March 2, 1991
at the annual rate of $60,000. The Severance and Non-Competition  Agreement also
provides for the Company to pay for family health  insurance  coverage under the
Company's  regular employee health insurance plan for an eight-year period after
termination.  In 1995,  Mr. Furman was paid $51,938 for  consulting  services in
connection with his work on behalf of the Company as the Chair of the CEO Search
Committee  and  consultant  for certain  projects  including  the Russian  joint
venture, franchise partnershops and alternative supplier arrangements.

     Mr.  Holland was hired  January 30, 1995 as President  and Chief  Executive
Officer and replaced Mr. Lacy as a Director in March 1995.  Under Mr.  Holland's
Employment  Agreement which has a term of four years, Mr. Holland is entitled to
a base salary of $250,000 per year, subject to increase from time to time by the
Board of  Directors,  and an annual  incentive  award  payable in cash or vested
shares of Class A Common Stock as  determined by the  Compensation  Committee of
the Board of Directors in an amount up to but not exceeding  $125,000,  with all
or such portion thereof to be earned on a sliding scale based upon the extent to
which the Committee  determines that Mr. Holland has met in each fiscal year the
objectives previously  established for that year by the Compensation  Committee.
For 1995, the Incentive Award Objectives were financial objectives and for years
1996 and beyond the  Objectives  will be financial and  non-financial  in nature
(i.e.  Internal  Culture and External Social  Responsibility,  etc.).  Under the
Company's  1985 Stock Option Plan, Mr.  Holland  received non-  incentive  stock
options to purchase  180,000 shares of Class A Common Stock of the Company at an
exercise price of $10 13/16 per share equal to the fair market value at the date
of grant.  The options have a term of eight years and become  exercisable at the
rate of 20,000  shares a year for the first four years,  and  thereafter  at the
rate of 25,000 a year so long as Mr. Holland is an employee of the Company under
this  Agreement,  provided  that, in lieu of said  "regular"  annual  vesting of
options during the fifth through  eighth years,  options for 25,000 shares which
are at the time the latest  options  to become  "regularly"  exercisable  by the
passage  of time  become  exercisable,  by  acceleration,  upon the  Committee's
determination  by March 15th of each year,  commencing  March 15, 1996, that Mr.
Holland has met the Non-Financial Option Objectives  previously  established for
that  fiscal  year by the  Committee.  As of March 28,  1996 no options had been
accelerated. The agreement provides for termination of employment by the Company
for cause (as defined) and also  provides for  termination  by the Company other
than for cause or by Mr. Holland for good reason (as defined),  in each of which
events Mr.  Holland is entitled to receive for the remaining  period of the four
year term his base  salary and an amount  equal to the average  Incentive  Award
that was  earned  prior to  termination  under the  Agreement  times the  period
remaining and all options  which could have become  exercisable  upon  "regular"
annual vesting prior to the end of the four year term shall be  accelerated  and
become vested upon such termination. The Agreement also provides that during the
term and for two years thereafter Mr. Holland will not compete with the Company.

     Mr. Cohen,  Chairperson and a director,  has an employment  agreement which
has been extended for a term ending April 30, 1997. The agreement provided for a
base salary,  which may be increased by the Board (the Board has currently fixed
such base salary at $150,000),  and he is entitled to an incentive  bonus at the
discretion  of the Board.  The  agreement  also  provides  for  certain  medical
benefits and a covenant not to compete  during the term of the agreement and for
a two year period thereafter, in consideration of payment by the Company (except
as otherwise  provided in the agreement) of the then-current  base salary during
the two-year period.

     Mr.  Greenfield,  Vice  Chairperson,  a director  and also a  director  and
President of Ben & Jerry's  Foundation,  has an employment  agreement  which has
been  extended for a term ending April 30, 1997.  The  agreement  provides for a
base salary, which may be increased by the Board (the Board h as currently fixed
such base salary at $150,000),  and he is entitled to an incentive  bonus at the
discretion  of the Board.  The  agreement  also  provides  for  certain  medical
benefits and a covenant not to compete  during the term of the agreement and for
a two-year period thereafter, in consideration of payment by the Company (except
as otherwise  provided in the agreement) of the then-current  base salary during
the two-year period.

     Mr.  Bowman,  Senior  Director of Operations,  has an employment  agreement
dated August 21,  1995,  which has a term of three  years,  expiring  August 20,
1998. The agreement  provides for an annual base salary,  which may be increased
by the Board (the Board has currently  fixed such base salary at $160,000),  and
he is entitled  to an  incentive  bonus,  not  exceeding  35% of his base salary
(payable  in cash and  shares  of  Class A  Common  Stock  under  the  Company's
Restricted Stock Plan), as determined by the Chief Executive Officer, subject to
approval  of the  Compensation  Committee.  The amount of the award for the 1995
short year was $40,000.  The agreement also provides for stock options on 25,000
shares of Class A Common Stock which were granted in August,  1995, vesting over
a period of six years,  commencing  January 1, 1997. The agreement also provides
for medical, life insurance,  401(k)plan and other employee benefits, a covenant
not to  compete  during  the term of the  agreement  and for a  two-year  period
thereafter,  and for one year's  continuation  of  then-current  base salary and
annual  incentive award at the rates in effect on the date of termination of his
employment by the Company without cause.


ITEM 14.  EXHIBITS,  FINANCIAL STATEMENTS,  AND FINANCIAL STATEMENT SCHEDULE,
          AND REPORTS ON FORM 8-K

(a)  List of financial  statements and financial statement  schedule:

                                                                      Form 10-K
                                                                       Page No.
                                                                       --------

     (1)  The following consolidated financial statements are
          included in Item 8:

          Consolidated Balance Sheets as of December 30, 1995 and
          December 31, 1994                                                F-2

          Consolidated Statements of Operations for the years
          ended December 30, 1995, December 31, 1994, and
          December 25,1993                                                 F-3

          Consolidated Statements of Stockholders' Equity for the
          years ended December 30, 1995, December 31, 1994 and
          December 25, 1993                                                F-4

          Consolidated Statements of Cash Flows for the years
          ended December 30, 1995, December 31, 1994 and December
          25, 1993                                                         F-5

          Notes to Consolidated Financial Statements               F-6 to F-16

     (2)  The following financial statement schedule is included
          in Item 14 (d)                                                  F-17

          SCHEDULE II - Valuation and Qualifying Accounts

          All other schedules for which provision is made in the
          applicable accounting regulations of the Securities and
          Exchange Commission are not required under the related
          instructions or are inapplicable, and therefore have
          been omitted.

     (3)  The following designated exhibits are, as indicated
          below, either filed herewith or have heretofore been
          filed with the Securities and Exchange Commission under
          the Securities Act of 1933 or the Securities Exchange
          Act of 1934 and are referred to and incorporated herein
          by reference to such filings.


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


3.1       Articles of Association, as amended, of the Company (filed with the
          Securities and Commission as Exhibit 3.1 and 3.1.1 to the Company's
          Registration Statement on Form-1 (File No. 33-284) and incorporated
          herein by reference).

3.1.1     Amendment to Articles of Association on June 27, 1987 (filed as
          Exhibit 1 to the Company's Quarterly Report on Form 10-Q for the
          period ended June 30, 1987 and incorporated herein by reference).

3.1.2     Amendment to Articles of Association on September 7, 1993 (filed as
          Exhibit 1 to the Company's Quarterly Report on Form 10-Q for the
          period ended June 26, 1993 and incorporated herein by reference).

3.1.3     Amendment to Articles of Association on August 4, 1995 (filed as
          Exhibit 3.1.3 to the Company's Quarterly Report on Form 10-Q for the
          period ended July 1, 1995 and incorporated herein by reference).

3.2       By-laws as amended through November 10, 1995 (filed as Exhibit 3.2.2
          to the Company's Report on Form 10-Q for the period ended September
          30, 1995 and incorporated herein by reference).

3.2.1     Section 2 of Article 5 of the By-laws as amended on January 18, 1996
          (filed herewith).

4.1       See Exhibit 3.1.

4.2       See Exhibit 3.2

4.3       Mortgage and Security Agreement among the State of Vermont, the
          Company and the Howard Bank, N.A. (filed as Exhibit 4.1 to the
          Company's Registration Statement on Form S-1 (file no. 33-284) and
          incorporated herein by reference).

4.4       Guaranty by the Company accepted by the Howard Bank, N.A., Trustee,
          and Marine Midland Bank, N.A., as amended (filed as Exhibits 4.2 and
          4.2.1 to the Company's Registration Statement on Form S-1 (file no.
          33-284) and incorporated herein by reference), as amended November 20,
          1987 (filed as Exhibit 4.4 to the Company's Registration Statement on
          Form S-1 (file no. 33-17516) and incorporated by reference), as
          amended January 31 and March 10, 1989 (filed as Exhibit 4.4 to the
          Company's Annual Report on Form 10-K for the year ended December 31,
          1988 and incorporated herein by reference).

4.4.1     Amendment to item 4.4 dated July 28, 1992 (filed an Exhibit to the
          Company's Registration Statement on Form S-3 (file no. 33-51550) and
          incorporated herein by reference).

4.5       Loan Agreement and Amendment between the Village of Waterbury, Vermont
          and the Company (filed as Exhibit 4.4 to the Company's Registration
          Statement on Form S-1(file no. 33-284) and incorporated herein by
          reference).

4.6       Second Mortgage and Security Agreement dated December 11, 1984 between
          the Company and the Village of Waterbury, Vermont (filed as Exhibit
          4.5 to the Company's Registration Statement on Form S-1 (file no.
          33-284)and incorporated herein by reference).

4.7       Grant Agreement between the Secretary of Housing and Urban Development
          and the Village of Waterbury, Vermont dated September 15, 1984 (filed
          as Exhibit 4.6 to the Company's Registration Statement on Form S-1
          (file no. 33-284) and incorporated herein by reference).

4.8       Form of Class A Common Stock Certificate (filed as Exhibit 4.8 to the
          Company's Registration Statement on Form S-1 (file no. 33-17516) and
          incorporated herein by reference).

4.9       Form of Class B Common Stock Certificate (filed as Exhibit 4.9 to the
          Company's Registration Statement on Form S-1 (file no. 33-17516) and
          incorporated herein by reference).

4.10      Omitted.

4.11      Senior Note Agreement dated as of October 13, 1993 between Ben &
          Jerry's Homemade, Inc. and The Travelers Insurance Company and
          Principal Mutual Life Insurance Company (filed as Exhibit 1 to the
          Company's Quarterly Report on Form 10-Q for the period ended September
          25, 1993 and incorporated herein by reference).

          The registrant agrees to furnish a copy to the Commission upon request
          of any other instrument with respect to long-term debt (not filed as
          an exhibit), none of which relates to securities exceeding 10% of the
          total assets of the registrants.




10.1      Employment Agreement between Bennett R. Cohen and the Company (filed
          as Exhibit 10.1 to the Company's Registration Statement on Form S-1
          (file no. 33-284) and incorporated herein by reference).

10.1.1    Amendment to Employment Agreement dated as of March 27,1991 (filed as
          Exhibit 10.1 to the Company's Registration Statement on Form S-1 (file
          no. 33-284) and incorporated herein by reference).

10.1.2    Amendment to Employment Agreement dated as of May 1, 1995 (filed
          herewith).

10.2      Employment Agreement between Fred Lager and the Company(filed as
          Exhibit 10.2 to the Company's Registration Statement on Form S-1 (file
          no. 33-284) and incorporated herein by reference).

10.2.1    Amendment to Employment Agreement dated as of December 31, 1990 (filed
          as Exhibit 10.2.1 to the Company's Annual Report on Form 10-K for the
          year ended December 29, 1990 and incorporated herein by reference).

10.2.2    Consulting Agreement between Fred Lager and the Company dated as of
          January 17, 1991 (filed as Exhibit 10.2.2 to the Company's Annual
          Report on Form 10-K for the year ended December 18, 1991 and
          incorporated herein by reference).

10.2.3    Amendment to Consulting Agreement between Fred Lager and the Company
          dated as of July 1, 1994 (filed as Exhibit 10.2.3 to the Company's
          Annual Report on Form 10-K for the year ended December 31, 1994 and
          incorporated herein by reference).

10.2.4    Amendment to Consulting Agreement between Fred Lager and the Company
          dated as of January 1, 1995 (filed as Exhibit 10.2.4 to the Company's
          Annual Report on Form 10-K for the year ended December 31, 1994 and
          incorporated herein by reference).

10.3      Employment Agreement between Charles Lacy and the Company dated August
          18, 1994 (filed as Exhibit 10.3 to the Company's Annual Report on Form
          10-K for the year ended December 31, 1994 and incorporated herein by
          reference).

10.4      Employment Agreement dated May 1, 1995 between Jerry Greenfield and
          the Company (filed herewith).

10.5      Settlement Agreement dated March 20, 1985 between the Company and
          Haagen-Dazs, Inc. (filed as Exhibit 10.8 to the Company's Registration
          Statement on Form S-1 (file no. 33-284) and incorporated herein by
          reference).

10.6      Omitted.

10.7      License Agreement between the Company and L.S. Heath & Sons, Inc.
          (filed as Exhibit 10.12 to the Company's Annual Report on Form 10-K
          for the year ended December 31, 1986 and incorporated herein by
          reference).

10.8      Distribution Agreement between the Company and Dreyer's Grand Ice
          Cream, Inc. dated January 6, 1987 (filed as Exhibit 10.13 to the
          Company's Annual Report on Form 10-K For the year ended December 31,
          1986 and incorporated herein by reference), as amended as of January
          20, 1989 (filed as Exhibit 10.14 to the Company's Annual Report on
          Form 10-K for the year ended December 31, 1988 and incorporated herein
          by reference).

10.8.1    Amendment to Item 10.8 dated August 31, 1992 (filed as Exhibit 28.1 to
          the Company's Registration Statement on Form S-3 (file no. 33-51550)
          and incorporated here-in by reference).

10.8.2    Amendment to Item 10.8 dated April 18, 1994 filed as Exhibit 2 to the
          Company's Quarterly Report on Form 10-Q dated March 26, 1994 and
          incorporated here-in by reference).

10.8.3    Subdistribution Agreement between the Company and Dreyer's Grand Ice
          Cream, Inc. dated February 7, 1994 (filed as Exhibit 1 to the
          Company's Quarterly Report on Form 10-Q dated March 26, 1994 and
          incorporated here-in by reference.)

10.8.4    Amendment to Item 10.8.3 dated October 27, 1995 (filed herewith).

10.9      License Agreement between the Company and Jerry Garcia and Grateful
          Dead Productions, Inc. dated July 26, 1987(filed as Exhibit 10.15 to
          the Company's Registration Statement on Form S-1 (file no. 33-17516)
          and incorporated herein by reference).

10.10     Omitted.

10.11     Area Franchise Agreement between the Company and Ben & Jerry's of
          Indiana Inc. dated November 18, 1987 (filed as Exhibit 10.20 to the
          Company's Registration Statement on Form S-1 (file no. 33-17516) and
          incorporated herein by reference).

10.12     Omitted.

10.13     Franchise Agreement between the Company and Ben & Jerry's of
          California, Inc. dated June 13, 1988 (filed as Exhibit 10.21 to the
          Company's Annual Report on Form 10-K for the year ended December 31,
          1988 and incorporated herein by reference).

10.13.1   Amendment to 10.13 effective December 17, 1990 (filed as Exhibit
          10.13.1 to the Company's Annual Report on Form 10-K for the year ended
          December 25, 1993 and incorporated herein by reference).

10.13.2   Amendment to 10.13 dated as of March 20, 1992 (filed as Exhibit
          10.13.2 to the Company's Annual Report on Form 10-K for the year ended
          December 25, 1993 and incorporated herein by reference).

10.14     Area Franchise Amended and Restated Agreement between the Company and
          Ben & Jerry's West Coast, Inc. dated March 27, 1992 (filed as Exhibit
          10.13.2 on Form 10-K for the year ended December 25, 1993 and
          incorporated herein by reference).

10.15     Franchise Agreement between the Company and BJ O/R, a California
          limited partnership, dated June 9, 1993 (filed as Exhibit 2 to the
          Company's Quarterly Report on Form 10-Q for the period ended June 26,
          1993 and incorporated herein by reference).

10.16     Omitted.

10.17     Lease between the Company and Stedeley Partnership dated November 30,
          1988 (filed as Exhibit 10.25 to the Company's Annual Report on Form
          10-K for the year ended December 31, 1988 and incorporated herein by
          reference).

10.18     Manufacturing and Warehouse Agreement between the Company and Edy's
          Grand Ice Cream, a subsidiary of Dreyer's Grand Ice Cream, Inc. dated
          April 5, 1989 (filed as Exhibit 10.18 to the Company's Annual Report
          on Form 10-K for the year ended December 30, 1989 and incorporated
          herein by reference).

10.18.1   Amendment to Item 10.18 dated September 18, 1992 (filed as Exhibit
          10.18.1 to the Company's Annual Report on Form 10-K for the year ended
          December 25, 1993 and incorporated herein by reference).

10.18.2   Amendment to Item 10.18 dated November 12, 1992(filed as Exhibit
          10.18.2 to the Company's Annual Report on Form 10-K for the year ended
          December 25, 1993 and incorporated herein by reference).

10.18.3   Amendment to Item 10.18 dated September 2, 1994 (filed as Exhibit 1 to
          the Company's Quarterly Report on Form 10-Q for the quarter ended
          September 24, 1994 and incorporated herein by reference).

10.19     1986 Restricted Stock Plan (filed as Exhibit 10.19 to the Company's
          Annual Report on Form 10-K for the year ended December 30, 1989 and
          incorporated herein by reference).

10.20     1986 Employee Stock Purchase Plan (filed as Exhibit 4 to the Company's
          Registration Statements on Form S-8 (file nos. 33-9420 and 33-17594)
          and incorporated herein by reference).

10.20.1   Amendment to Employee Stock Purchase Plan dated on August 4, 1995
          (filed as Exhibit 10.20.1 on Form 10-Q for the period ended July 1,
          1995 and incorporated herein by reference).

10.21     1985 Stock Option Plan (filed as Exhibit 10.21 to the Company's Annual
          Report on Form 10-K for the year ended December 30, 1989 and
          incorporated herein by reference).

10.21.1   1994 Amendment to 1985 Stock Option Plan (filed as Exhibit 10.21.1 to
          the Company's Annual Report on Form 10-K for the year ended December
          30, 1994 and incorporated herein by reference).

10.22     Ben & Jerry's Homemade, Inc. Employees' Retirement Plan as amended
          (filed as Exhibit 10.22 to the Company's Annual Report on Form 10-K
          for the year ended December 30, 1989 and incorporated herein by
          reference).

10.22.1   Amendment to Item 10.22 dated January 1, 1990 (filed as Exhibit
          10.22.1 to the Company's Report on Form 10-K for the year ended
          December 29, 1991 and incorporated herein by reference).

10.22.2   Amendment to Item 10.22 dated June 28, 1990 (filed as Exhibit 10.22.2
          to the Company's Report on Form 10-K for the year ended December 25,
          1993 and incorporated herein by reference).

10.22.3   Amendment to Item 10.22 dated January 1, 1991 (filed as Exhibit
          10.22.3 to the Company's Report on Form 10-K for the year ended
          December 25, 1993 and incorporated herein by reference).

10.23     1991 Restricted Stock Plan (filed as Exhibit 10.23 to the Company's
          Report on Form 10-K for the year ended December 25, 1993 and
          incorporated herein by reference).

10.24     Severance/Non-Competition Agreement dated as of December 31, 1990
          between Jeffrey Furman and the Company (filed as Exhibit 10.24 to the
          Company's Report on Form 10-K for the year ended December 25, 1993 and
          incorporated herein by reference).

10.25     Omitted.

10.26     Directors and Officers Liability Insurance Policy, dated February 24,
          1995 (filed as Exhibit 10.26 to the Company's Annual Report on Form
          10-K for the year ended December 31, 1994 and incorporated herein by
          reference).

10.26.1   Directors and Officers Liability Insurance Policy, Binder dated
          February 24, 1996 (filed herewith)

10.27     1992 Non-employee Directors' Restricted Stock Plan (filed as Exhibit
          10.27 to the Company's Annual Report on Form 10-K for the year ended
          December 25, 1993 and incorporated herein by reference).

10.28     Employment Agreement between Robert Holland Jr. and the Company dated
          January 30, 1995, (filed as Exhibit 10.28 to the Company's Report on
          Form 10-K for the year ended December 31, 1994 and incorporated herein
          by reference).

10.29     1995 Equity Incentive Plan (filed as Exhibit 10.29 to the Company's
          Quarterly Report on Form 10-Q for the period ended July 1, 1995 and
          incorporated herein by reference).

10.30     Non-Employee Director's Plan For Stock In Lieu of Directors' Cash
          Retainer Dated August 4, 1995 (filed as Exhibit 10.30 to Form 10-Q
          quarter ended July 1, 1995 and incorporated herein by reference).

10.31     Employment Agreement dated August 21, 1995 between the Company and
          Bruce Bowman (filed herewith).

10.32     Lease dated February 1, 1996 between the Company and Technology Park
          Associates, Inc. (filed herewith).

11.0      Statement Re:  Computation of Per Share Earnings (filed herewith).

21.1      Subsidiaries of the registrant as of December 30, 1995 (filed
          herewith).

23.1      Consent of Ernst & Young LLP (filed herewith).

          (b) No Current Reports on Form 8-K were filed during the fourth
          quarter of 1995.


          Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Company has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

                                            BEN & JERRY'S HOMEMADE, INC.

Dated: March 28, 1996                       By: __________________________
                                                /s/Robert Holland Jr.
                                                   President and CEO




          Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
Company and in the capacities and on the date indicated.



March 28, 1996                              ____________________________________
                                            /s/Elizabeth Bankowski
                                            Director, Director of Social Mission
                                            Development

March 28, 1996                              ____________________________________
                                            /s/Merritt C. Chandler
                                            Director

March 28, 1996                              ____________________________________
                                            /s/Bennett R. Cohen
                                            Director and Chairperson

March 28, 1996                              ____________________________________
                                            /s/Jeffrey Furman
                                            Director

March 28, 1996                              ____________________________________
                                            /s/Jerry Greenfield
                                            Director and Vice Chairperson

March 28, 1996                              ____________________________________
                                            /s/Robert Holland Jr.
                                            Director, President and
                                            Principal Executive Officer

March 28, 1996                              ____________________________________
                                            /s/Fred E. Lager
                                            Director

March 28, 1996                              ____________________________________
                                            /s/Frederick A. Miller
                                            Director

March 28, 1996                              ____________________________________
                                            /s/Henry Morgan
                                            Director


March 28, 1996                              ____________________________________
                                            /s/Frances Rathke
                                            Principal Financial Officer and
                                            Principal Accounting Officer

<PAGE>



                           ANNUAL REPORT ON FORM 10-K

                     ITEM 8, ITEM 14(a)(1) and (2),(c)and(d)

          LIST OF FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULE

                                CERTAIN EXHIBITS

                          FINANCIAL STATEMENT SCHEDULE

                          YEAR ENDED DECEMBER 30, 1995

                           BEN & JERRY'S HOMEMADE INC.

                            SOUTH BURLINGTON, VERMONT



<PAGE>

                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
                        AND FINANCIAL STATEMENT SCHEDULE






Report of Independent Auditors.............................................F-1

Consolidated Balance Sheets as of December 30, 1995 and December
     31, 1994..............................................................F-2

Consolidated Statements of Operations for the years ended
     December 30, 1995, December 31, 1994, and December 25,
     1993..................................................................F-3

Consolidated Statements of Stockholders' Equity for the years
     ended December 30, 1995, December 31, 1994, and December 25,
     1993...............................................................  .F-4

Consolidated Statements of Cash Flows for the years ended
     December 30, 1995, December 31, 1994, and December 25,
     1993..................................................................F-5

Notes to Consolidated Financial Statements.........................F-6 to F-16

Financial Schedule:

SCHEDULE II - Valuation and Qualifying Accounts...  ......................F-17

<PAGE>

                Report of Ernst & Young LLP, Independent Auditors


The Board of Directors and Stockholders
Ben & Jerry's Homemade, Inc.

We have audited the  accompanying  consolidated  balance sheets of Ben & Jerry's
Homemade,  Inc. as of December 30, 1995 and  December 31, 1994,  and the related
consolidated statements of operations,  stockholders' equity, and cash flows for
each of the three years in the period ended  December 30, 1995.  Our audits also
included the  financial  statement  schedule  listed in the Index at Item 14(a).
These financial  statements and schedule are the responsibility of the Company's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements and schedule based on our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly, in all material respects,  the consolidated  financial position of Ben &
Jerry's  Homemade,  Inc. at  December  30,  1995 and  December  31, 1994 and the
consolidated  results of its operations and its cash flows for each of the three
years in the  period  ended  December  30,  1995 in  conformity  with  generally
accepted  accounting  principles.  Also, in our opinion,  the related  financial
statement  schedule,   when  considered  in  relation  to  the  basic  financial
statements  taken as a whole,  presents  fairly  in all  material  respects  the
information set forth therein.

                                ERNST & YOUNG LLP

Boston, Massachusetts
January 26, 1996



                                       F-1


<PAGE>


<TABLE>
Consolidated Balance Sheets
(In thousands except share data)

                                                                                    December 30,     December 31,
                                                                                         1995             1994
                                                                                         ----             ----
<S>                                                                                 <C>              <C>
Assets 
Current assets:

     Cash and cash equivalents ..............................................       $  35,406        $  20,778
     Accounts receivable
         Trade (less allowance of $802 in 1995 and $504 in 1994
          for doubtful accounts) ............................................          11,660            9,902
         Other ..............................................................             854            2,003
     Inventories ............................................................          12,616           13,463
     Deferred income taxes ..................................................           3,599            3,146
     Income taxes receivable ................................................           2,831            2,098
     Prepaid expenses .......................................................           1,097              534
                                                                                        -----              ---
         Total current assets ...............................................          68,063           51,924
                                                                                       ------           ------
Property, plant and equipment, net ..........................................          59,600           57,981
Investments .................................................................           1,000            8,000
Other assets ................................................................           2,411            2,391
                                                                                        -----            -----
                                                                                    $ 131,074        $ 120,296
                                                                                    =========        =========

Liabilities & Stockholders' Equity
Current liabilities:
     Accounts payable and accrued expenses ..................................       $  16,592        $  13,915
     Current portion of long-term debt and
         capital lease obligations ..........................................             448              553
                                                                                          ---              ---
              Total current liabilities .....................................          17,040           14,468
                                                                                       ------           ------

Long-term debt and capital lease obligations ................................          31,977           32,419
                                                                                       ------           ------

Deferred income taxes .......................................................           3,526              907
                                                                                        -----              ---
Commitments and contingencies
Stockholders' equity:
     $1.20 noncumulative Class A preferred stock -
         $1.00 par value, redeemable at the Company's option
         at $12.00 per share; 900 shares authorized,
         issued and outstanding, aggregate preference
         on voluntary or involuntary liquidation - $9,000 ...................               1                1
     Class A common stock - $.033 par value; authorized
         20,000,000 shares; issued: 6,330,302 shares at
         December 30, 1995 and 6,290,580 shares at
         December 31, 1994 ..................................................             209              208
     Class B common stock - $.033 par value; authorized
         3,000,000 shares; issued: 914,325 shares at
         December 30, 1995 and 932,448 shares at
         December 31, 1994 ..................................................              30               31
     Additional paid-in capital .............................................          48,521           48,366
     Retained earnings ......................................................          31,264           25,316
     Cumulative translation adjustment ......................................            (114)
     Treasury stock, at cost:  67,032 Class A and 1,092......................
         Class B shares at December 30, 1995 and 69,032
         Class A and 1,092 Class B shares at
         December 31, 1994 ..................................................          (1,380)          (1,420)
                                                                                       ------           ------ 
              Total stockholders' equity ....................................          78,531           72,502
                                                                                       ------           ------
                                                                                    $ 131,074       $  120,296
                                                                                    =========       ==========
                                                See accompanying notes.

</TABLE>

                                      F-2

<PAGE>

Ben & Jerry's Homemade, Inc.

Consolidated Statements of Operations
(In thousands except per share data)
<TABLE>

                                                                      Years Ended
                                                  Dec. 30, 1995         Dec. 31, 1994           Dec.25,1993
                                                     (52 weeks)            (53 weeks)            (52 weeks)
                                                     ----------            ----------            ----------


<S>                                               <C>                   <C>                   <C>          
Net sales                                         $     155,333         $     148,802         $     140,328

Cost of sales                                           109,125               109,760               100,210
                                                  -------------         -------------         -------------

Gross profit                                             46,208                39,042                40,118

Selling, general and administrative expenses             36,362                36,253                28,270

Asset write-down                                                                6,779

Other income (expense):
     Interest income                                      1,681                 1,034                   757
     Interest expense                                    (1,525)                 (295)                 (104)
     Other                                                 (597)                 (511)                 (456)
                                                  -------------         -------------         -------------

                                                           (441)                  228                   197
                                                  -------------         -------------         -------------

Income (loss) before income taxes                         9,405                (3,762)               12,045

Income taxes (benefit)                                    3,457                (1,893)                4,844
                                                  -------------         --------------        -------------


Net income (loss)                                 $       5,948         $     (1,869 )        $       7,201
                                                  =============         ============          =============

Net income (loss) per common share                $        0.83         $       (0.26)        $        1.01

Weighted average common and common 
     equivalentshares outstanding                         7,222                 7,148                 7,138
</TABLE>

                             See accompanying notes.

                                       F-3


<PAGE>

Ben & Jerry's Homemade, Inc.

Consolidated Statements of Stockholders' Equity
(In thousands except share data)

<TABLE>

                                           Preferred
                                             Stock     Common Stock                                                Treasury Stock
                                             -----     ------------                                                --------------
                                                     Class A Class B  Additional                       Cumulative  Class A Class B
                                              Par      Par     Par     Paid-in  Retained  Unearned     Translation
                                             Value    Value   Value    Capital  Earnings Compensation   Adjustment   Cost   Cost
                                             -----    -----   -----    -------  ---------------------   ----------   ----   ----


<S>                                          <C>      <C>      <C>     <C>       <C>        <C>           <C>    <C>       <C>  
Balance at December 26, 1992 .............   $    1   $ 206    $ 33    $47,941   $19,984    $(38)         $ 0    $(1,362)  $ (5)
Net income ...............................                                         7,201
Common stock issued under stock
     purchase plan (12,826 Class A shares)                                 280
Common stock issued under restricted
     stock plan (100 Class A shares) .....                                   1                                         2

Conversion of Class B shares to Class A
     shares (14,371 shares) ..............                1      (1)
Amortization of unearned
     compensation ........................                                                    18
                                          --------------------------------------------------------------------------------------
Balance at December 25, 1993 .............        1     207      32     48,222    27,185     (20)          0      (1,360)    (5)
Net income (loss) ........................                                        (1,869)
Common stock issued under stock
     purchase plan (8,619 Class A shares)                                  139
Conversion of Class B shares to Class A
     shares (15,189 shares) ..............                1      (1)
Termination of stock award (Class A
     shares) .............................                                   5                20                     (55)
                                          --------------------------------------------------------------------------------------
Balance at December 31, 1994 .............        1     208      31     48,366    25,316       0           0      (1,415)    (5)
Net income ...............................                                         5,948 
Common stock issued under stock
     purchase plan (21,599 Class A shares)                                 174
Conversion of Class B shares to Class A
     shares (18,123 shares) ..............                1      (1)
Common stock issued under restricted
      stock plan (2,000 Class A shares) ..                                 (19)                                       40

Foreign currency translation adjustment ..                                                              (114)
                                          --------------------------------------------------------------------------------------
Balance at December 30, 1995 .............   $    1   $ 209    $ 30    $48,521   $31,264     $ 0       $(114)    $(1,375)   $(5)
                                             ======   =====    ====    =======   =======     ===       =====     =======    === 


</TABLE>
                                              See accompanying notes.

                                                        F-4


<PAGE>


Ben & Jerry's Homemade, Inc.

Consolidated Statements of Cash Flows
         (In thousands)
<TABLE>

                                                                       Years Ended
                                                                       -----------
                                                          December 30, December 31, December 25,
                                                                 1995         1994         1993
<S>                                                           <C>         <C>          <C>
Cash flows from operating activities:
           Net income (loss) ..............................   $  5,948  $   (1,869)     $ 7,201
           Adjustments to reconcile net income
               (loss) to net cash provided
               by operating activities:
               Depreciation and amortization ..............      5,928       4,707        4,303
               Deferred income taxes ......................      2,166      (1,564)        (264)
               Provision for doubtful accounts ............        400         311           58
               Amortization of unearned compensation ......                                  18
               Loss on asset write-down ...................                  6,779
               Loss (gain) on disposition of assets .......        171          69          (10)
               Stock awards ...............................         21                        3
               Changes in assets and liabilities
                    Accounts receivable ...................     (1,009)       (536)      (2,888)
                    Income taxes receivable/payable .......       (733)     (2,442)         650
                    Inventories ...........................        847         (10)       3,637
                    Prepaid expenses and other assets .....       (563)        313         (639)
                    Accounts payable and accrued expenses .      2,677      (1,159)      (4,790)
                                                                 -----      ------       ------
Net cash provided by operating activities .................     15,853       4,599        7,279
                                                                ------       -----        -----


Cash flows from investing activities:
           Additions to property, plant and equipment .....     (7,532)    (26,213)     (17,796)
           Proceeds from sale of property, plant
               and equipment ..............................         96         194           48
           Decrease in investments ........................      7,000      14,000        3,200
           Changes in other assets ........................       (303)       (882)         (57)
                                                                  ----        ----          --- 
Net cash used for investing activities ....................       (739)    (12,901)     (14,605)
                                                                  ----     -------      ------- 
                                                                                             

Cash flows from financing activities:
           Net proceeds from long-term debt ...............                 14,936       15,145
           Repayments of long-term debt and
               capital leases .............................       (547)       (700)        (751)
           Net proceeds from issuance of common stock .....        174         139          281
                                                                   ---         ---          ---
Net cash  (used for) provided by financing activities             (373)     14,375       14,675
                                                                  ----      ------       ------

Effect of exchange rate changes on cash ...................       (113)

Increase in cash and cash equivalents .....................     14,628       6,073        7,349
Cash and cash equivalents at beginning of year ............     20,778      14,705        7,356
                                                                ------      ------        -----

Cash and cash equivalents at end of year ..................   $ 35,406    $ 20,778     $ 14,705
                                                              ========    ========     ========

</TABLE>

                                                    See accompanying notes.


                                                              F-5


<PAGE>


                                                    Ben & Jerry's Homemade, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


1. SIGNIFICANT ACCOUNTING POLICIES

Business
     Ben & Jerry's  Homemade,  Inc. (the Company)  makes and sells super premium
ice cream and other frozen dessert products through distributors and directly to
retail outlets, including Company-owned and franchised ice cream parlors.

Principles of Consolidation
     The consolidated  financial  statements include the accounts of the Company
and all its wholly-owned  subsidiaries.  Intercompany  accounts and transactions
have been eliminated.

Use of Estimates
     The  preparation of the financial  statements in accordance  with generally
accepted  accounting  principles  requires  management  to  make  estimates  and
assumptions  that affect the amounts  reported in the financial  statements  and
accompanying notes. Actual results could differ from those estimates.

Fiscal Year
     The Company's  fiscal year is a fifty-two or fifty-three week period ending
on the last Saturday in December. 1995 was fifty-two weeks, 1994 was fifty-three
weeks and 1993 was fifty-two  weeks. The effect of the additional week on 1994's
results of operations was not material.

Inventories
     Inventories  are stated at the lower of cost or market.  Cost is determined
by the first-in, first-out method.

Cash Equivalents
     Cash  equivalents  represent  highly liquid  investments with maturities of
three months or less at date of purchase.

Investments
     Management determines the appropriate  classification of debt securities at
the time of purchase and reevaluates  such  designation as of each balance sheet
date.  Marketable  equity  securities  and debt  securities  not  classified  as
held-to-maturity  are  classified  as   available-for-sale.   Available-for-sale
securities are carried at fair value, with the unrealized gains and losses,  net
of tax, reported in a separate component of shareholders'  equity. The amortized
cost of debt  securities  in this  category  is  adjusted  for  amortization  of
premiums and accretion of discounts to maturity.  Such  amortization is included
in interest income. Realized gains and losses and declines in value judged to be
other-than-temporary  on  available-for-sale  securities are included in income.
The cost of  securities  sold is based on the  specific  identification  method.
Interest and  dividends  on  securities  classified  as  available-for-sale  are
included in investment income.

Concentration of Credit Risk
     Financial instruments, which potentially subject the Company to significant
concentration  of credit risk,  consist of cash,  investments and trade accounts
receivable.  The  Company  places  its  investments  in highly  rated  financial
institutions around the country, obligations of the United States Government and
investment  grade  short-term  instruments.  No  more  than  20%  of  the  total
investment  portfolio  shall be in any one issuer or guarantor other than United
States Government  instruments  which limits the amount of credit exposure.  The
Company  sells  its  products  primarily  to  well  established  frozen  dessert
distribution  companies throughout the United States and the United Kingdom. The
Company  performs  ongoing  credit  evaluations  of its  customers and maintains
reserves  for  potential  credit  losses.  Historically,  the  Company  has  not
experienced significant losses related to investments or trade receivables.

                                      F-6

                                     <PAGE>
                                                    Ben & Jerry's Homemade, Inc.

Notes to Consolidated Financial Statements (continued)
Dollars in tables in thousands except share data


Property, Plant and Equipment
     Property, plant and equipment are carried at cost. Depreciation,  including
amortization  of leasehold  improvements,  is computed  using the  straight-line
method over the estimated  useful lives of the related  assets.  Amortization of
assets under  capital  leases is computed on the  straight-line  method over the
lease term and is included in depreciation expense.

Translation of Foreign Currencies
     Assets and liabilities of the Company's  foreign  operations are translated
into  United  States  dollars at exchange  rates in effect on the balance  sheet
date.  Income  and  expense  items are  translated  at  average  exchange  rates
prevailing  during  the  year.  Translation  adjustments  are  accumulated  as a
separate  component of  stockholders'  equity.  Transaction  gains or losses are
recognized as other income or expense in the period incurred.  Transaction gains
or losses have been immaterial for all periods presented.

Revenue Recognition
     The  Company  recognizes  revenue  and the  related  costs when  product is
shipped.  The Company recognizes  franchise fees as income for individual stores
when  services  required  by the  franchise  agreement  have been  substantially
performed  and the store opens for  business.  Franchise  fees  relating to area
franchise  agreements  are  recognized in proportion to the number of stores for
which the required services have been  substantially  performed.  Franchise fees
recognized as income were approximately $166,000,  $82,000 and $103,000 in 1995,
1994 and 1993, respectively. These amounts have been included in net sales.

Advertising
     Advertising costs are expensed as incurred. Advertising expense ( excluding
cooperative advertising with distribution companies) amounted to approximately $
4.3 million , $5.0  million,  and $1.6 million for the years ended  December 30,
1995, December 31, 1994 and December 25, 1993.

Income Taxes
      The  Company  accounts  for income  taxes  under the  liability  method in
accordance with Statement of Financial Accounting Standards No. 109, "Accounting
for  Income  Taxes"  (SFAS  109).  Under  the  liability  method,  deferred  tax
liabilities  and assets are  recognized  for the tax  consequences  of temporary
differences  between  the  financial  reporting  and tax  bases  of  assets  and
liabilities.

Stock Based Compensation
     The  Company  grants  stock  options  for a fixed  number of shares with an
exercise  price  equal to the fair value of the shares at the date of the grant.
The Company  accounts for stock option grants in accordance with APB Opinion No.
25, "Accounting for Stock Issued to Employees" and intends to continue to do so.
Accordingly, no compensation expense for stock option grants is recognized.

Earnings Per Share
     Primary earnings per common share is computed based on the weighted average
number  of shares of Class A and Class B Common  Stock  outstanding  during  the
period,  and for  incremental  shares assumed  issued for dilutive  common stock
equivalents.  Fully diluted  earnings per share did not differ  materially  from
primary earnings per share.

Impact of Recently Issued Accounting Standards
     In March 1995,  the FASB issued  Statement  No.  121,  "Accounting  for the
Impairment of  Long-Lived  Assets and for  Long-Lived  Assets to Be Disposed Of"
which  requires  impairment  losses to be recorded on long-lived  assets used in
operations when indicators of impairment are present and the  undiscounted  cash
flows  estimated  to be  generated  by those  assets  are less than the  assets'
carrying  amount.  Statement 121 also  addresses the  accounting  for long-lived
assets that are expected to be disposed of. The Company will adopt Statement 121
in the first  quarter  of 1996 and,  based on  current  circumstances,  does not
believe the effect of the adoption will be material.


                                       F-7

                                     <PAGE>


                                                    Ben & Jerry's Homemade, Inc.

Notes to Consolidated Financial Statements (continued)
Dollars in tables in thousands except share data




2. INVENTORIES

                                          1995                        1994
                                          ----                        ----

Ice cream and ingredients          $           11,480         $          12,395
Paper goods                                       674                       486
Food, beverages, and gift items                   462                       582
                                   ------------------         -----------------
                                   $           12,616         $          13,463
                                   ==================         =================


     The  Company  purchases  certain  ingredients   (approximately   $1,500,000
annually) from a company owned by the Company's  Chairperson and a member of the
Board of Directors.



3. PROPERTY, PLANT AND EQUIPMENT

                                                                Estimated
                                                              Useful Lives/
                                            1995       1994    Lease Term
                                            ----       ----    ----------

Land and improvements ...............    $ 3,575    $ 2,456    15-25 years
Land under capital lease ............        866        866
Buildings ...........................     35,644     13,234    25 years
Equipment and furniture .............     41,324     26,771    3-20 years
Equipment under capital lease .......        934        934    5 years
Leasehold improvements ..............      1,277      2,002    3-10 years
Construction in progress ............        740     32,269
                                             ---     ------
                                          84,360     78,532
Less accumulated depreciation .......     24,760     20,551
                                          ------     ------
                                         $59,600    $57,981
                                         =======    =======


     Accumulated  depreciation  at December  30,  1995 and  December  31,  1994,
included accumulated amortization of $902,000 and $874,000 respectively, related
to assets under capital lease.















                                       F-8



                                     <PAGE>

                                                    Ben & Jerry's Homemade, Inc.

Notes to Consolidated Financial Statements (continued)
Dollars in tables in thousands except share data


4. CASH AND INVESTMENTS

     In May 1993, the Financial  Accounting  Standards Board issued Statement of
Financial  Accounting  Standards No. 115, "Accounting for Certain Investments in
Debt and Equity  Securities."  As  required  under the  Statement,  the  Company
adopted the  provisions  of the new  standards as of the  beginning of 1994.  In
accordance with the Statement,  prior period financial  statements have not been
restated to reflect the change in accounting principle. The cumulative effect of
adopting Statement 115 did not have a material effect on the Company's financial
statements.

     The Company's cash and  investments in debt  securities  available-for-sale
are carried at fair value, which approximates cost, as summarized below:

                                                                 1995       1994
                                                              -------    -------

Municipal bonds ..........................................    $16,507    $ 9,003

U.S. corporate securities ................................     14,139     10,000
                                                              -------    -------
         Total debt securities available-for-sale ........     30,646     19,003

Cash, cash equivalents and money market accounts .........      5,760      9,775
                                                              -------    -------
         Total cash, cash equivalents and investments ....    $36,406    $28,778
                                                              =======    =======

     All debt  securities  at  December  30, 1995 have  maturities  of less than
twelve  months.  Certain debt  securities  have been  classified as long-term to
reflect their intended use to finance capital projects.

     Investments  in debt  securities  mature at par in thirty to forty-five day
intervals,  at which time the stated interest rates are reset at the then market
rate. Gross purchases and maturities  aggregated  $94,500,000 and $83,525,000 in
1995, and $81,400,000 and $91,960,000 respectively in 1994.

5. ACCOUNTS PAYABLE AND ACCRUED EXPENSES


                                                             1995           1994
                                                          -------        -------
Trade accounts payable ...........................        $ 7,283        $ 5,075
Accrued expenses .................................          6,071          2,627
Accrued construction costs .......................             51          2,975
Accrued payroll and related costs ................          1,749          1,607
Accrued promotional costs ........................          1,313          1,580
Other ............................................            125             51
                                                          -------        -------
                                                          $16,592        $13,915
                                                          =======        =======









                                       F-9



                                     <PAGE>

                                                    Ben & Jerry's Homemade, Inc.

Notes to Consolidated Financial Statements (continued)
Dollars in tables in thousands except share data


6. LONG-TERM DEBT AND CAPITAL LEASE OBLIGATIONS

<TABLE>
                                                                                     1995     1994
                                                                                  -------  -------
<S>                                                                               <C>      <C>    
Senior Notes - Series A payable in annual installments beginning
     in 1998 through 2003 with interest payable semiannually at 5.9% ...........  $20,000  $20,000
Senior Notes - Series B payable in annual installments beginning
     in 1998 through 2003 with interest payable semiannually at 5.73% ..........   10,000   10,000
Industrial Revenue Bonds (IRB), payable in monthly installments
     of $12,500  plus  interest at 75% of the prime rate (6.375% at December 30,
     1995 and 6.375% at December 31, 1994) through
     June 2000 .................................................................      613      766
Urban Development Action Grant, payable in quarterly installments
     of $22,130 including interest at 9% through April 2000 ....................      310      367
Capital lease obligations ......................................................      771      827
Other long-term obligations ....................................................      731    1,012
                                                                                  -------  -------
                                                                                   32,425   32,972
Less current portion ...........................................................      448      553
                                                                                  -------  -------
                                                                                  $31,977  $32,419
                                                                                  =======  =======
</TABLE>

     Property,  plant and  equipment  having a net book  value of  approximately
$18,872,000 at December 30, 1995 is pledged as collateral for certain  long-term
debt.

     Long-term debt and capital lease  obligations at December 30, 1995 maturing
in each of the next five years and thereafter are as follows:

                                           Capital lease       Long-term
                                            obligations          debt
                                            -----------          ----

       1996                                 $     114        $     382
       1997                                       581              343
       1998                                        15            5,411
       1999                                        15            5,295
       2000                                        15            5,229
       Thereafter                                 245           14,994
                                                  ---           ------
                                            
       Total minimum payments                     985           31,654
       Less amounts representing interest         214      
                                                  ---           ------
       Present value of minimum payments    $     771        $  31,654
                                            =========        =========


     Interest of approximately $497,000, $1,288,000 and $295,000 was capitalized
in  1995,  1994  and  1993,  respectively,  as part of the  acquisition  cost of
property,  plant and equipment.  Interest paid, including interest  capitalized,
amounted  to  $2,023,000,  $1,755,000  and  $239,000  for  1995,  1994 and 1993,
respectively.

     The Company has available two $10,000,000 unsecured working capital line of
credit agreements with two banks. Interest on borrowings under the agreements is
set at the banks'  Base Rate or at the  Eurodollar  Rate plus a maximum of up to
1.25%.  The  agreements  expire  December  29,  1998  and  September  29,  1998,
respectively,  and any  outstanding  borrowings are due at that time. No amounts
were borrowed under these or any prior bank  agreements  during 1995,  1994, and
1993.

     Certain  of the  debt  agreements  contain  certain  restrictive  covenants
requiring maintenance of minimum levels of working



                                      F-10

                                     <PAGE>

                                                    Ben & Jerry's Homemade, Inc.

Notes to Consolidated Financial Statements (continued)
Dollars in tables in thousands except share data




capital,  net worth and debt to  capitalization  ratios. As of December 30, 1995
the Company was in compliance with the provisions of these agreements. Under the
most  restrictive  of  these  covenants  requiring   maintenance  of  a  minimum
consolidated  tangible net worth of $55 million,  approximately  $23,000,000  of
retained earnings at December 30, 1995 was available for payment of dividends.


7. INCOME TAXES

     The provision (benefit) for income taxes consists of the following:

                                1995                  1994             1993
                                ----                  ----             ----
     Federal:
             Current         $    873            $    (314)        $ 4,086
             Deferred           1,695               (1,263)           (211)
                                -----               ------            ---- 
                                2,568               (1,577)          3,875

       State:
             Current              418                  (15)          1,022
             Deferred             471                 (301)            (53)
                                  ---                 ----             --- 
                                  889                 (316)            969
                                  ---                 ----             ---
                              $ 3,457             $ (1,893)        $ 4,844
                              =======             ========         =======


     Income  taxes  computed at the federal  statutory  rate differ from amounts
provided as follows:

                                              1995       1994        1993
                                              ----       ----        ----
Tax at statutory rate ..................      34.0%     (34.0)%      35.0%
State tax, less federal tax effect .....       4.5       (5.6)        5.3
Income tax credits .....................      (2.9)      (6.7)
Municipal bond interest ................      (1.1)      (5.0)       (1.8)
Other, net .............................       2.3        1.0         1.7
                                               ---        ---         ---
Provision (benefit) for income taxes ...      36.8%     (50.3)%      40.2%
                                              ====      =====        ==== 

     Deferred income taxes reflect the net tax effects of temporary  differences
between the carrying amount of assets and  liabilities  for financial  reporting
purposes and the amounts used for income tax  purposes and are  attributable  to
the following:

                                                               1995         1994
                                                             ------       ------
Deferred tax assets:
         Accrued liabilities .........................       $1,514       $2,057
         Inventories .................................        1,106          703
         Accounts receivable .........................          386          254

         Other .......................................          695          245
                                                             ------       ------
         Total deferred tax assets ...................        3,701        3,259
                                                             ------       ------

         Deferred tax liabilities:
         Depreciation ................................        3,628        1,003
         Other .......................................                        17
                                                             ------       ------
         Total deferred tax liabilities ..............        3,628        1,020
                                                             ------       ------

         Net deferred tax assets .....................       $   73        2,239
                                                             ======       ======

Income taxes paid amounted to $1,918,000, $2,111,000 and $4,477,000 during 1995,
1994 and 1993, respectively.


                                      F-11


                                     <PAGE>

                                                    Ben & Jerry's Homemade, Inc.

Notes to Consolidated Financial Statements (continued)
Dollars in tables in thousands except share data




8. THE BEN & JERRY'S FOUNDATION, INC.

     In October 1985,  the Company  issued Class A Preferred  Stock to The Ben &
Jerry's Foundation,  Inc. (the Foundation),  a non-profit  corporation qualified
under section 501(c)(3) of the Internal Revenue Code. The primary purpose of the
Foundation is to be a principal recipient of cash contributions from the Company
which are then donated to various  community  organizations and other charitable
institutions.  Amounts expensed for contributions to the Foundation and directly
to other charitable  organizations,  at the rate of approximately 7.5% of income
before income taxes amounted to  approximately  $768,000,  and $977,000 for 1995
and 1993 respectively.  In 1994 there were no amounts expensed for contributions
to the foundation.

     The  Preferred  Stock is  entitled  to vote as a separate  class in certain
business combinations, such that approval of two-thirds of the class is required
for such business combinations.  Two directors, including one of the founders of
the Company, are members of the Board of Directors of the Foundation.


9. STOCK PLANS

     The Company  maintains an Employee Stock Purchase Plan which authorizes the
issuance of up to 300,000 shares of common stock.  All employees with six months
of continuous service are eligible to participate in this plan.  Participants in
the  plan  are  entitled  to  purchase  Class A Common  Stock  during  specified
semi-annual  periods through the accumulation of payroll, at the lower of 85% of
market value of the stock at the  beginning or end of the  offering  period.  At
December  30,  1995,  96,664  shares had been issued  under the plan and 203,336
shares were available for future issuance.

The Company maintains two Stock Option Plans:

     The 1985 Option Plan provides for the grant of incentive and  non-incentive
stock  options to employees or  consultants.  The 1985 Option Plan provides that
options  granted are  exercisable  at the market value on the date of grant.  On
March 31, 1994 stock  options were granted under the Plan to  approximately  500
employees  across all levels of the  Company.  Additional  options  were granted
under the Plan during 1995. While the Company may grant options which may become
excercisable at different  times or within  different  periods,  the Company has
generally  granted  options to employees of which 50% vest at two years from the
date of grant and 100% vest within four years.  At December 30, 1995,  no shares
of Class A Common Stock were available under the 1985 Option Plan for additional
grants as the plan had expired.

A summary of the 1985 Option Plan activity is as follows:

                                         Number of           Option Price
                                          Options              Per Share
                                          -------   ----------------------------

Outstanding at December 25, 1993 .......        0   $    0.00      -  $    0.00
    Granted ............................  177,927       16.75      -      16.75
    Exercised ..........................        0        0.00      -       0.00
    Forfeited ..........................  (15,619)      16.75      -      16.75
                                          -------   ---------------------------
Outstanding at December 31, 1994 .......  162,308       16.75      -      16.75
    Granted ............................  215,000       10.63      -      14.00
    Exercised ..........................        0        0.00      -       0.00
    Forfeited ..........................  (19,871)      16.75      -      16.75
                                          -------   ---------------------------
Outstanding at December 30, 1995 .......  357,437   $   10.63      -  $   16.75
                                          =======                              


Options vested at December 30, 1995 ....   25,000   $   10.63      -  $   10.81






                                      F-12

                                     <PAGE>
                                                    Ben & Jerry's Homemade, Inc.


Notes to Consolidated Financial Statements (continued)
Dollars in tables in thousands except share data




The  1995  Equity  Incentive  Plan  provides  for the  grant  to  employees  and
consultants of incentive and  non-incentive  stock options , stock  appreciation
rights, restricted stock, unrestricted stock awards, deferred stock awards, cash
or stock  performance  awards,  loans or  supplemental  grants,  or combinations
thereof.  At December  30,  1995,  475,000  shares of Class A Common  Stock were
available under the 1995 Equity Incentive Plan for additional grants.

A summary of the 1995 Equity Incentive Plan activity is as follows:

                                       Number of          Option Price
                                        Options             Per Share
                                        --------  -------------------------

Outstanding at December 31, 1994 .......       0  $    0.00    -  $    0.00
    Granted ............................  25,000      19.00    -      19.00
    Exercised ..........................       0       0.00    -       0.00
    Forfeited ..........................       0       0.00    -       0.00
                                          ------  -------------------------
Outstanding at December 30, 1995 .......  25,000  $   19.00    -  $   19.00

Options vested at December 30, 1995 ....       0  $    0.00    -  $    0.00
                                          ------  




     The  Company has three  restricted  stock  plans (the  1986,1991,  and 1992
Plans) which provide that employees,  consultants, or non-employee directors, on
becoming  eligible,  may be  awarded  shares  of  Class A  Common  Stock  by the
Compensation Committee of the Board of Directors.  Shares issued under the plans
become vested over periods of up to five years. The Company has also adopted the
1995 Plan, which provides that non-employee directors can elect to receive stock
in lieu of a Director's cash retainer.  These shares are vested immediately.  At
December 30, 1995, a total of 71,000  shares had been awarded under these plans,
of which 57,955 were fully vested and 13,045 had been  forfeited.  33,000 shares
were  available for future  awards.  No further  shares may be awarded under the
1986 or 1991 Plans.  Restricted  shares may also be issued under the 1995 Equity
Incentive Plan . Unearned  compensation on unvested shares is recorded as of the
award date and is amortized over the vesting period.

     As of December 30, 1995, a total of 711,336  shares are reserved for future
grant under all of the Company's stock plans.


10. EMPLOYEE BENEFIT PLANS

     The Company  maintains  profit  sharing and savings  plans for all eligible
employees.  Contributions  to the profit  sharing plan are  allocated  among all
current full-time and regular  part-time  employees (other than the co-founders,
CEO and the Senior Director of Operations) based upon length of service with the
Company. The profit sharing plan is informal and discretionary. The savings plan
is  maintained  in  accordance  with the  provisions  of  Section  401(k) of the
Internal  Revenue Code and allows all  employees  with at least twelve months of
service  to make  annual  tax-deferred  voluntary  contributions  up to  fifteen
percent  of their  salary.  The  Company  may match the  contribution  up to two
percent of the employee's gross annual salary.

     Total  contributions by the Company to the profit sharing and savings plans
were  approximately  $769,000,  $508,000 and  $894,000 for 1995,  1994 and 1993,
respectively.


11. COMMON STOCK

     In June  1987,  the  Company's  shareholders  adopted an  amendment  to the
Company's  Articles of Association  that  authorized  3,000,000  shares of a new
Class B Common Stock and  redesignated  the Company's  existing  Common Stock as
Class A Common  Stock.  The  Class B Common  Stock has 10 votes per share on all
matters,  is generally  non-transferable  and is convertible into Class A Common
Stock on a one-for-one basis.

                                      F-13

                                     <PAGE>

                                                    Ben & Jerry's Homemade, Inc.

Notes to Consolidated Financial Statements (continued)
Dollars in tables in thousands except share data



12. WRITE-DOWN OF ASSETS IN 1994

     In  1994,   following   substantial  delays  with  the  implementation  and
completion of certain automated handling  processes and refrigeration  hardening
equipment of the  Company's  St.  Albans,  Vermont  plant and after receipt of a
report from an outside  engineering firm  experienced in the  refrigerated  food
industry,  the Company  decided to replace certain of the software and equipment
installed at the new plant.  The loss from the  write-down of the related assets
(including a portion of the previously incurred capitalized interest and project
management  costs),  recorded  in the  Company's  fourth  quarter,  amounted  to
$6,779,000  (approximately  $4.1 million after tax or $0.57 per share).  Of this
amount,  $3,804,000 was offset against the balance in  construction  in progress
while $2,975,000 was accrued for additional  anticipated  costs, which were paid
during 1995.


13.  LEGAL MATTERS

     On December 14, 1995, the Company was served with a class action  complaint
filed in federal court in Burlington, Vermont. The complaint, captioned Henry G.
Jakobe,  Jr.  v. Ben &  Jerry's  Inc.,  et al.,  , was  filed by a Ben & Jerry's
shareholder  on behalf of himself and  purportedly  on behalf of all other Ben &
Jerry's  shareholders  who purchased the common stock of the Company  during the
period from March 25, 1994 through December 19, 1994. Plaintiff alleges that the
Company  violated  the  federal  securities  laws by  making,  in  1994,  untrue
statements  of material  facts and omitting to state  material  facts  primarily
concerning the Company's
construction  and  start-up of its new  manufacturing  facility  in St.  Albans,
Vermont.  Also named as  defendants  in the  Complaint  are certain  present and
former  officers and  directors of the Company,  Ben Cohen,  Chairperson  of the
Board; Jerry Greenfield,  Vice Chairperson of the Board;  Frances Rathke,  Chief
Financial Officer;  and Charles Lacy, former President.  Plaintiff is seeking an
unspecified amount of monetary damages.

     While this action is in its preliminary stages management  believes,  based
on an initial review,  the allegations made in the lawsuit are without merit and
the Company intends to defend the lawsuit vigorously.

                                      F-14

                                     <PAGE>
                                                    Ben & Jerry's Homemade, Inc.


Notes to Consolidated Financial Statements (continued)
Dollars in tables in thousands except share data


14. COMMITMENTS

     The Company leases certain  property and equipment under operating  leases.
Minimum payments for operating leases having initial or remaining noncancellable
terms in excess of one year are as follows:

                                             1996                  $  454
                                             1997                     316
                                             1998                     206
                                             1999                     131
                                             2000                      37

     Rent  expense for  operating  leases  amounted to  approximately  $662,000,
$516,000 and $425,000 in 1995, 1994 and 1993, respectively.

15. SIGNIFICANT CUSTOMERS

The  Company's  most  significant  customer,  Dreyer's  Grand Ice  Cream,  Inc.,
accounted for 44%, 49%, or 54% of net sales in 1995, 1994 and 1993 respectively.


16. FAIR VALUE OF FINANCIAL INSTRUMENTS

     The  following  methods  and  assumptions  were  used  by  the  Company  in
estimating its fair value disclosures for financial instruments:

Cash and cash equivalents: The carrying amount reported in the balance sheet for
cash and cash equivalents approximates its fair value.

Investments:  The fair  values  for  marketable  securities  are based on quoted
market prices.

Long- and short-term  debt: The fair values of the Company's  long-term debt are
estimated using  discounted cash flow analyses,  based on the Company's  current
incremental borrowing rates for similar types of borrowing arrangements.

The carrying amounts and fair values of the Company's financial  instruments are
as follows:

                                          1995                     1994
                                 -------------------     ---------------------
                                 Carrying       Fair     Carrying         Fair
                                  Amount       Value      Amount         Value
                                  ------       -----      ------         -----


Cash and cash equivalents       $ 35,406       35,406      20,778       20,778
Investments                        1,000        1,000       8,000        8,000
Long-term debt                   (32,425)     (29,815)    (32,972)     (29,917)


                                      F-15

                                     <PAGE>

                                                    Ben & Jerry's Homemade, Inc.

Notes to Consolidated Financial Statements (continued)
Dollars in tables in thousands except share data




17. SELECTED QUARTERLY FINANCIAL INFORMATION (UNAUDITED)
<TABLE>

                                 First      Second       Third      Fourth
                               Quarter     Quarter     Quarter     Quarter
                               -------     -------     -------     -------
<S>                           <C>         <C>         <C>         <C>     
1995
----
Net Sales ................    $ 34,205    $ 42,936    $ 45,405    $ 32,787
Gross Profit .............    $  9,702    $ 13,496    $ 14,076    $  8,934
Net Income ...............    $    911    $  1,653    $  2,525    $    859
Net Income Per
     Common Share ........    $    .13    $    .23    $    .35    $    .12

1994(1)
-------

Net Sales ................    $ 32,191    $ 40,657    $ 44,761    $ 31,193
Gross Profit .............    $  7,983    $ 11,064    $ 12,921    $  7,074
Net Income (Loss) ........    $    902    $    714    $  1,415    $ (4,900)
Net Income (Loss) Per
     Common Share ........    $   0.13    $   0.10    $   0.20    $  (0.69)

<FN>
(1)  Fourth quarter 1994 results include an after-tax  charge of $4.1 million or
     $.57  per  share,  representing  a  write-down  of  certain  assets  at the
     Company's new plant as described in Note 12.
</FN>
</TABLE>


                                      F-16

<PAGE>



BEN & JERRY'S HOMEMADE, INC.

SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
                                                                
Years ended December 30, 1995, December 31, 1994, and December 25, 1993
<TABLE>

                                                          Balance at          Charged
                                                           beginning         to costs     Charged to                      Balance at
Description                                                  of year     and expenses  other accounts   Deductions(1)    end of year
-----------                                                  -------     ------------  --------------   -------------    -----------
<S>                                                         <C>              <C>              <C>          <C>              <C>     
Year ended December 30, 1995
  Allowance for doubtful accounts
   (deducted from accounts
    receivable) ...................................         $504             $400             $---         $102             $802


Year ended December 31, 1994
  Allowance for doubtful accounts
   (deducted from accounts
    receivable) ...................................         $229             $311             $---         $ 36             $504


Year ended December 25, 1993
  Allowance for doubtful accounts
   (deducted from accounts
    receivable) ...................................         $350             $ 58             $---         $179             $229    

<FN>

(1) Accounts deemed to be uncollectible.

</FN>
</TABLE>

                                      F-17

<PAGE>