UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


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


         For the quarter ended:                          Commission File Number:
         September 25, 1999                              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.)


         30 Community Drive
         South Burlington, Vermont                      05403-6828
        (Address of principal executive offices)        (Zip code)


         Registrant's telephone number, including area code:

                                                    (802) 846-1500


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 shorter  period that the registrant was required
to file such reports),  and (2) has been subject to such filing requirements for
the past 90 days.

                                    YES X NO

Indicate the number of shares outstanding of each of the classes of common stock
outstanding  as of the  latest  practicable  date.  6,109,115  shares of Class A
Common  Stock and  801,522  shares  of Class B Common  Stock  outstanding  as of
November 4, 1999. .



<PAGE>



                          BEN & JERRY'S HOMEMADE, INC.
                 Form 10-Q for quarter ended September 25, 1999

                                      INDEX


PART I: FINANCIAL INFORMATION                                           PAGE NO.

     Consolidated Balance Sheets as of
     September 25, 1999 and December 26, 1998...........................1-2

     Consolidated Statements of Income for the
     Thirteen and thirty-nine weeks ended
     September 25, 1999 and September 26, 1998..........................3

     Consolidated Statements of Cash Flows for the
     Thirty-nine weeks ended September 25, 1999
      and September 26, 1998............................................4

     Notes to Consolidated Financial Statements.........................5-7

     Management's Discussion and Analysis of Financial
     Condition and Results of Operations................................8-18


PART II: OTHER INFORMATION

     Item 6-Exhibits and Reports on Form 8-K............................19

     Signatures.........................................................20

     Exhibit 11.........................................................21



<PAGE>
<TABLE>
<CAPTION>

                          BEN & JERRY'S HOMEMADE, INC.
                           CONSOLIDATED BALANCE SHEETS
                                     ASSETS
                                 (In thousands)

                                                     September 25,      December 26,
                                                          1999              1998
                                                     ---------------   ---------------
                                                       (Unaudited)          (Note)
<S>                                                        <C>               <C>
Current assets:

      Cash and cash equivalents                            $ 27,066          $ 25,111
      Short-term investments                                 24,380            22,118
      Trade accounts receivable
       (less allowance of $1,156 in 1999
        and $979 in 1998 for doubtful accounts)              24,934            11,338
      Inventories                                            15,798            13,090
      Deferred income taxes                                   8,405             7,547
      Prepaid expenses and other current assets               2,796             3,105
                                                     ---------------   ---------------
          Total current assets                              103,379            82,309

Property, plant and equipment, net                           63,382            63,451
Investments                                                     307               303
Other assets                                                  5,608             3,438
                                                     ---------------   ---------------
                                                           $172,676          $149,501
                                                     ===============   ===============

Note:  The balance  sheet at December 26, 1998 has been derived from the audited
financial  statements  at that date but does not include all of the  information
and footnotes required by generally accepted accounting  principles for complete
financial statements.

                 See notes to consolidated financial statements.
</TABLE>
<PAGE>


<TABLE>
<CAPTION>

                          BEN & JERRY'S HOMEMADE, INC.
                           CONSOLIDATED BALANCE SHEETS
                       LIABILITIES & STOCKHOLDERS' EQUITY
                        (In thousands except share data)
                                                                       September 25,      December 26,
                                                                            1999              1998
                                                                       ---------------   ---------------
                                                                        (Unaudited)          (Note)
<S>                                                                          <C>               <C>
Current liabilities:
      Accounts payable and accrued expenses                              $   45,626        $   28,662
      Current portion of long-term debt and
       obligations under capital leases                                       5,633             5,266
                                                                         ----------        ----------
      Total current liabilities                                              51,259            33,928

Long-term debt and obligations under capital leases                          21,697            20,491

Deferred income taxes                                                         3,863             4,174

Stockholders' equity:
  $1.20  noncumulative  Class A preferred stock -
    par value $1.00 per share, redeemable  at $12.00
    per  share;  900  shares  authorized,  issued  and
   outstanding; aggregated preference on liquidation - $9                         1                 1
  Class A common stock - $.033 par value; authorized
   20,000,000 shares; issued: 6,752,093 at September 25, 1999
   and 6,592,392 at December 26, 1998                                           223               218
  Class B common stock - $.033 par value; authorized
   3,000,000 shares; issued:  804,242 at September 25, 1999
   and 824,480 at December 26, 1998                                              27                27
  Additional paid-in-capital                                                 52,743            50,556
  Retained earnings                                                          53,275            45,328
  Accumulated other comprehensive loss                                         (112)             (151)
  Treasury stock, at cost: 548,306 Class A and 1,092 Class B
   shares at September 25, 1999 and  291,032 Class A
   and 1,092 Class B shares at December 26, 1998                            (10,300)           (5,071)
                                                                         ----------        ----------
       Total stockholders' equity                                            95,857            90,908
                                                                         ----------        ----------
                                                                         $  172,676        $  149,501
                                                                         ==========        ==========

Note:  The balance  sheet at December 26, 1998 has been derived from the audited
financial  statements  at that date but does not include all of the  information
and footnotes required by generally accepted accounting  principles for complete
financial statements.

                 See notes to consolidated financial statements.
</TABLE>
<PAGE>



<TABLE>
<CAPTION>

                          BEN & JERRY'S HOMEMADE, INC.
                        CONSOLIDATED STATEMENTS OF INCOME
                                   (Unaudited)
                     (In thousands except per share amounts)

                                              For the Thirteen weeks ended                 For the Thirty-nine weeks ended
                                          September 25,          September 26,          September 25,          September 26,
                                              1999                  1998                   1999                   1998
                                          ------------           -------------          -------------          ------------

<S>                                           <C>                   <C>                   <C>                    <C>
Net sales                                 $    67,129            $   64,566             $  185,366              $ 164,870

Cost of sales                                  39,315                40,339                111,847                105,529
                                          ------------           -------------          ------------          ------------

Gross profit                                   27,814                24,227                 73,519                 59,341

Selling, general and
   administrative expenses                     22,335                20,018                 61,708                 51,270

Other income (expense):
  Interest income                                 458                   596                  1,375                  1,626
  Interest expense                               (418)                 (460)                (1,284)                (1,433)
  Other income (expense), net                     (80)                  174                    323                    177
                                          ------------           ------------           ------------           -----------
                                                  (40)                  310                    414                    370
                                          ------------           ------------           ------------           -----------

Income before income taxes                      5,439                 4,519                 12,225                  8,441

Income taxes                                    1,904                 1,627                  4,278                  3,039
                                          ------------           -----------            -----------            -----------

Net income                                $     3,535            $    2,892             $    7,947                $ 5,402
                                          ============           ===========            ===========            ===========


Shares used to compute net income
  per common share

     Basic                                      7,132                 7,181                  7,123                  7,223
     Diluted                                    7,509                 7,446                  7,563                  7,481

Net income per common share

     Basic                                $      0.50            $     0.40             $     1.12             $     0.75
     Diluted                              $      0.47            $     0.39             $     1.05             $     0.72



                See notes to consolidated financial statements.
</TABLE>
<PAGE>


<TABLE>
<CAPTION>

                          BEN & JERRY'S HOMEMADE, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
                                 (In thousands)
                                                         For the Thirty-nine weeks ended
                                                         September 25,      September 26,
                                                             1999               1998
                                                         -------------      -------------
<S>                                                             <C>                <C>
Cash flows from operating activities:
Net income                                                 $    7,947         $    5,402
Adjustments to reconcile net income to net
  cash provided by operating activities:
      Depreciation and amortization                             6,782              5,711
      Provision for bad debts                                     182                 50
      Deferred income taxes                                    (1,169)            (3,196)
      Loss on disposition of assets                                91                 90
      Changes in operating assets and liabilities:
      Accounts receivable                                     (14,270)            (3,572)
      Inventories                                              (2,266)              (994)
      Prepaid expenses                                           (130)              (526)
      Accounts payable and accrued expenses                    12,534             16,981
      Income taxes payable/receivable                           4,480              2,615
                                                           ----------         ----------
Net cash provided by operating activities                      14,181             22,561

Cash flows from investing activities:
Additions to property, plant and equipment                     (5,295)            (7,481)
Proceeds from sale of assets                                        5
Changes in other assets                                          (171)              (483)
Increase (decrease) in investments                             (2,266)               655
Acquisitions, net of cash acquired                             (1,012)
                                                           ----------         ----------
Net cash used for investing activities                         (8,739)            (7,309)

Cash flows from financing activities:
Repayments of long-term debt and capital leases                  (294)              (258)
Repurchase of common stock                                     (5,413)            (2,524)
Proceeds from issuance of common stock                          2,192                544
                                                           ----------         ----------
Net cash used for financing activities                         (3,515)            (2,238)

Effect of exchange rate changes on cash                            28                 (7)
                                                           ----------         ----------
Increase in cash and cash equivalents                           1,955             13,007

Cash and cash equivalents at beginning of period               25,111             47,318
                                                           ----------         ----------
Cash and cash equivalents at end of period                 $   27,066         $   60,325
                                                           ==========         ==========


                See notes to consolidated financial statements.
</TABLE>

<PAGE>

                           BEN & JERRY'S HOMEMADE, INC
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
           (All numbers in tables in thousands except per share data)
                                   (Unaudited)
1.   BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial  statements and with the  instructions  to Form 10-Q and Rule 10-01 of
Regulation  S-X.  Accordingly,  they do not include all of the  information  and
footnotes  required by generally  accepted  accounting  principles  for complete
financial statements. In the opinion of management,  all adjustments (consisting
of normal recurring accruals)  considered necessary for a fair presentation have
been  included.  Operating  results for the three and nine month  periods  ended
September  25, 1999 are not  necessarily  indicative  of the results that may be
expected for the year ended December 25, 1999. For further information, refer to
the  consolidated  financial  statements and footnotes  thereto  included in the
Company's Annual Report on Form 10-K for the year ended December 26, 1998.

2.   INVENTORIES

                                               September 25,        December 26,
                                                       1999                 1998
                                                       ----                 ----
     Frozen dessert products and ingredients        $14,097              $12,025
     Paper goods                                        801                  524
     Food, beverage and gift items                      900                  541
                                                    -------              -------
     Total                                          $15,798              $13,090
                                                    =======              =======


3.   ACCOUNTS PAYABLE AND ACCRUED EXPENSES

                                               September 25,        December 26,
                                                       1999                 1998
                                                       ----                 ----
     Trade accounts payable                         $ 7,882             $  4,623
     Accrued expenses                                18,305               12,552
     Accrued payroll and related costs                3,130                3,272
     Accrued promotional costs                        6,657                4,297
     Accrued marketing costs                          5,775                2,837
     Accrued insurance expense                          938                1,081
     Income taxes payable                             2,939                    0
                                                    -------              -------
          Total                                     $45,626              $28,662
                                                    ========             =======


<PAGE>




                           BEN & JERRY'S HOMEMADE, INC
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
           (All numbers in tables in thousands except per share data)
                                   (Unaudited)

4.   COMPREHENSIVE INCOME

As of December  28,  1997 the  Company  adopted  Statement  No.  130,  Reporting
Comprehensive  Income  (Statement 130).  Statement 130 establishes new rules for
the reporting and display of comprehensive  income and its components;  however,
the  adoption of this  statement  had no impact on the  Company's  net income or
stockholders'  equity.  Statement 130 requires unrealized gains or losses on the
Company's   available-for-sale   securities  and  foreign  currency  translation
adjustments,  which prior to adoption were reported  separately in stockholders'
equity, to be included in other comprehensive income.

Total  comprehensive  income for the  thirteen  weeks ended  September  25, 1999
amounted to $3,537,000 compared to $2,878,000 for the same period in 1998. Other
comprehensive   income   consisted  of  adjustments  for  net  foreign  currency
translation  gains  (losses)  in the  amounts  of $2,000 and  $(14,000)  for the
thirteen  week  periods  ended  September  25,  1999  and  September  26,  1998,
respectively.  Total  comprehensive  income  for  the  thirty-nine  weeks  ended
September 25, 1999 amounted to  $7,986,000  compared to $5,389,000  for the same
period in 1998.  Other  comprehensive  income  consisted of  adjustment  for net
foreign  currency  translation  gains  (losses)  in the  amounts of $39,000  and
$(13,000)  for the  thirty-nine  week  periods  ended  September  25,  1999  and
September 26, 1998.

5.   SEGMENT INFORMATION

As of December 28, 1997, the Company adopted the Financial  Accounting Standards
Boards' Statement of Financial  Accounting  Standards No. 131, Disclosures about
Segments of an Enterprise and Related Information (Statement 131). Statement 131
superseded FASB Statement No. 14, Financial Reporting for Segments of a Business
Enterprise. Statement 131 establishes standards for the way that public business
enterprises  report  information  about operating  segments in annual  financial
statements and requires that those enterprises report selected information about
operating segments in interim financial reports.  Statement 131 also establishes
standards for related disclosures about products and services, geographic areas,
and major  customers.  The adoption of Statement  131 did not affect  results of
operations  or  financial  position,  but did affect the  disclosure  of segment
information.

Ben & Jerry's Homemade, Inc. has one reportable segment: ice cream manufacturing
and  distribution.  The Company  manufactures  super  premium ice cream,  frozen
yogurt,  sorbet and various  ice cream  novelty  products.  These  products  are
distributed   throughout  the  United  States  primarily   through   independent
distributors and in certain countries outside the United States.

6.   BUSINESS ACQUISITIONS

Effective  February 26, 1999, the Company  acquired a 60% ownership  interest in
its Israeli licensee, The American Company for Ice Cream Manufacturing E.I. Ltd,
for $1 million.  The  acquisition was accounted for using the purchase method of
accounting and, accordingly, the costs of the acquisition have been allocated to
assets acquired. The excess of the acquisition costs over the fair values of the
net assets and  liabilities  acquired was $1.7 million and has been  recorded as
goodwill, which is being amortized on a straight-line basis over 15 years.

Effective  June  16,  1999  the  Company  purchased  the  assets  of  one of its
franchisees for approximately  $875,000. The acquisition was accounted for using
the purchase  method of  accounting.  The  acquisition  included two scoop shops
located in Las Vegas,  Nevada,  territory  rights and goodwill.  The  intangible
assets of



<PAGE>





                           BEN & JERRY'S HOMEMADE, INC
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
           (All numbers in tables in thousands except per share data)
                                   (Unaudited)



$606,000 are being amortized on a straight-line basis over 10 years.

7.   ADOPTION OF NEW ACCOUNTING PRONOUNCEMENTS

In March 1998,  the  Accounting  Standards  Executive  Committee  (AcSEC) issued
statement  of  Position  (SOP) No.  98-1,  Accounting  for the Costs of Computer
Software  Developed or Obtained for Internal Use. The SOP provides  guidance for
the  capitalization of certain costs incurred to develop or obtain  internal-use
software. The Company adopted this SOP effective December 27, 1998. The adoption
of the  Statement  did not have a  material  effect on the  Company's  financial
position or operating results.

In June 1998, the Financial Accounting Standards Board issued Statement No. 133,
Accounting for Derivative  Instruments and Hedging  Activities  (Statement 133).
Statement  133  establishes   standards  for  public  companies   regarding  the
recognition and measurement of derivatives and hedging activities. The statement
is  effective  for years  beginning  after June 15,  2000.  The Company does not
believe  the  adoption  of this  statement  will have a  material  impact on the
Company's  financial  statements based on the nature and extent of the Company's
use of derivative instruments at the present time.

8.   MANUFACTURING RESTRUCTURING PROGRAM

On October 19, 1999 the Company  announced a plan to shift  manufacturing of its
frozen  novelty  line of business  from a  company-owned  plant in  Springfield,
Vermont to third party co-packers to improve the Company's competitive position,
gross  margins and  profitability.  This action will result in the  write-off of
assets associated with the ice cream novelty business,  asset impairment charges
of other  manufacturing  assets and costs  associated  with  severance for those
employees  who do not accept the  Company's  offer of  relocation.  The  Company
currently  estimates  the  implementation  of this  manufacturing  restructuring
program  will result in a pre-tax  special  charge to earnings of  approximately
$11-$13  million in the fourth quarter of 1999 which will primarily be non-cash.
This  plan  will be  executed  over the next  nine  months  and will  result  in
improving the Company's  profitability during the year 2000. This outsourcing of
its  novelty  business  will  enable the  Company to  introduce a wider range of
novelty products in future periods.



<PAGE>




                          BEN & JERRY'S HOMEMADE, INC.
                 Form 10-Q for quarter ended September 25, 1999

           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                            AND RESULTS OF OPERATIONS
Results of Operations

The following  table sets forth certain items as a percentage of net sales which
are  included  in the  Company's  Consolidated  Statements  of  Income  and  the
percentage increase (decrease) of such items as compared to the prior period:

<TABLE>
<CAPTION>

                                          Percentage of Net Sales
                                Thirteen Weeks          Thirty-nine Weeks            Percentage Increase (Decrease)
                                     Ended                    Ended                      1999 Compared to 1998
                               Sept 25,   Sept 26,      Sept 25,    Sept 26,       Thirteen Weeks   Thirty-nine Weeks
                                1999       1998          1999        1998                Ended            Ended
                                ----       ----          ----        ----                -----            -----
<S>                             <C>         <C>          <C>           <C>               <C>              <C>
Net sales                       100.0%      100.0%       100.0%      100.0%               4.0%             12.4%
Cost of sales                    58.6%       62.5%        60.3%       64.0%              (2.5)%             6.0%
                               -------     -------      -------      ------             -------           ------
Gross profit                     41.4%       37.5%        39.7%       36.0%              14.8%             23.9%
Selling, general and
administrative expenses          33.2%       31.0%        33.3%       31.1%              11.6%             20.4%
                               -------     -------      -------      -------           --------             -----
Operating income                  8.2%        6.5%         6.4%        4.9%              30.2%             46.3%
Other income (expense)           (0.1)%       0.5%         0.2%        0.2%             112.9%             11.9%
                               --------    -------      -------      -------            ------             -----
Income before income
taxes                             8.1%        7.0%         6.6%        5.1%              20.4%             44.8%
Income taxes                      2.8%        2.5%         2.3%        1.8%              17.0%             40.8%
                               -------     -------      -------      ------            -------             -----
Net income                        5.3%        4.5%         4.3%        3.3%              22.2%             47.1%
                               =======     =======      =======      ======            =======             =====
</TABLE>


Thirteen Weeks Ended September 25, 1999 and September 26, 1998

Net Sales

Net sales for the thirteen  weeks ended  September  25, 1999  increased  4.0% to
$67.1 million compared to $64.5 million for the same period in 1998. Pint volume
increased  4.4%  compared  to the same  period  in  1998,  which  was  primarily
attributable  to the Company's  original line of products.  Unit volume of 2 1/2
gallon bulk  container  products  increased  7.6% compared to the same period in
1998.

Packaged sales  (primarily  pints)  represented  approximately  79% of total net
sales in the third quarter of 1999  compared to 76% in 1998.  Net sales of 2 1/2
gallon bulk containers  represented  approximately 12% of total net sales in the
third quarter of 1999 compared to 11% for the same period in 1998.  Net sales of
novelty products  (including single servings)  accounted for approximately 5% of
total net sales in the third  quarter  of 1999,  compared  to 10% in 1998.  This
decrease is due to a decline in sales of single serve containers to the Japanese
market in  comparison  to the prior year.  Net sales from the  Company's  retail
stores  represented  4% of total net sales in the third quarter of 1999 compared
to 3% in 1998.

International  sales  were  $5.4  million  during  the  third  quarter  of 1999,
representing 8.1% of net sales, as compared to $7.0 million in 1998, or 11.0% of
net sales.  The decrease in 1999 was primarily due to a decrease in net sales to
the  Japanese  market  partially  offset by an  increase  in sales in the United
Kingdom .

Cost of Sales and Gross profit

Cost of sales in the third quarter of 1999 decreased approximately $1 million or
2.5% from the same period in 1998 and overall  gross profit as a  percentage  of
net sales was 41.4% in the third  quarter  of 1999 as  compared  to 37.5% to the
same period last year.  The higher  gross  profit as a  percentage  of net sales
resulted from



<PAGE>



decreases in dairy prices as compared to the  extraordinarily  high dairy prices
experienced in 1998.

Selling, General and Administrative Expenses

Selling, general and administrative expenses increased 11.6% to $22.3 million in
the  third  quarter  of 1999 from  $20.0  million  for the same  period in 1998.
Selling,  general  and  administrative  expenses  were 33.2% of net sales in the
third quarter of 1999 as compared to 31.0% for the comparable  period last year.
The $2.3 million dollar increase primarily  reflects  increased  advertising and
promotion expenses. In addition the Company is continuing to invest more heavily
in its international  operations,  most notably in the United Kingdom, Japan and
Israel  (where  the  Company  made  the  previously  disclosed  majority  equity
investment),  in order to  capitalize on further  opportunities  to grow its ice
cream  sales  outside the United  States.  Selling,  general and  administrative
expenses  also reflect  increased  salaries,  recruiting  and training  expenses
related to building more infrastructure to manage its business.

Other Income (Expense)

Other  income  (expense)  decreased  in the third  quarter of 1999 to  $(40,000)
compared  to other  income in the  prior  year of  $310,000.  This  decrease  is
primarily related to foreign currency exchange losses. Interest income decreased
$138,000  in the third  quarter of 1999 as  compared  to the same  period in the
prior year.  The decrease in interest  income was due to lower average  invested
balances throughout the period.  Interest expense decreased $42,000 in the third
quarter of 1999 as compared to the same period in the prior year  primarily  due
to principal payments on long term debt made in October 1998 partially offset by
increased  debt  outstanding  related to the  Company's  60%  investment  in its
Israeli licensee.

Income Taxes

Income taxes increased  approximately  $277,000 due to the increase in income in
1999 as compared to 1998. The Company  anticipates an effective rate of 35.0% in
1999  compared  to  36.0% in 1998  based  upon the  expected  geographic  mix of
earnings.

Net Income

Net  income  for the third  quarter of 1999 was $3.5  million  compared  to $2.9
million in 1998. Net income, as a percentage of net sales, was 5.3% in the third
quarter  of 1999  compared  to 4.5% in the third  quarter of 1998.  Diluted  net
income  per  share was $.47 per  common  share  for the  third  quarter  of 1999
compared to a diluted net income per common share of $.39 for the third  quarter
of 1998.

Thirty-Nine Weeks Ended September 25, 1999 and September 26, 1998

Net Sales

Net sales for the thirty-nine  weeks ended September 25, 1999 increased 12.4% to
$185.4  million  compared to $164.9  million  for the same period in 1998.  Pint
volume  increased 8.4% compared to the same period in 1998,  which was primarily
attributable  to the Company's  original line of products.  This volume increase
was combined with a price  increase of 3.3% on pints sold to  distributors  that
went into  effect in July  1998.  Unit  volume of 2 1/2  gallon  bulk  container
products increased 16.7% compared to the same period in 1998.

Packaged sales (primarily pints) represented 82% of total net sales in the first
three quarters of 1999 compared to 80% for the same period in 1998. Net sales of
2 1/2 gallon bulk containers represented approximately 10% of total net sales in
the first three quarters of 1999 compared to 9% for the same



<PAGE>



period in 1998.  Net  sales of  novelty  products  (including  single  servings)
accounted  for  approximately  6% of total net  sales  during  the  first  three
quarters of 1999  compared to 9% for the same period in 1998.  This  decrease is
due to a decline in sales of single serve  containers to the Japanese  market in
comparison  to the  prior  year.  Net sales  from the  Company's  retail  stores
represented  2% of total net sales in the first three  quarters of both 1999 and
1998.

International  sales were $17.1 million  during the first  thirty-nine  weeks of
1999,  representing 9.2% of net sales, as compared to $15.0 million for the same
period in 1998, or 9.1% of net sales.  The increase in 1999 was primarily due to
increased  sales in the United  Kingdom  partially  offset by a decrease  in net
sales to the Japanese market.

Cost of Sales and Gross Profit

Cost of sales in the first  thirty-nine  weeks of 1999  increased  approximately
$6.3  million  from the  same  period  in 1998 and  overall  gross  profit  as a
percentage  of net  sales  was  39.7%  in  1999 as  compared  to  36.0%  for the
comparable  period in 1998. The higher gross profit as a percentage of net sales
primarily  resulted from decreased  dairy  commodity  costs, a 3.3%  distributor
price  increase  effective  in July 1998 and in  connection  with the  Company's
distribution redesign in 1999, better plant utilization due to higher production
volumes and improved efficiencies in the plants.

Selling, General and Administrative Expenses

Selling,  general and  administrative  expenses increased 20.4% to $61.7 million
for the  thirty-nine  weeks of 1999 from $51.2  million  for the same  period in
1998. Selling,  general and administrative expenses as a percentage of net sales
increased from 31.1% in 1998 to 33.3% in 1999. The increase in selling,  general
and  administrative  expenses  primarily  reflects  increased  selling  expenses
related to the Company's  earlier  restructuring of its distribution  system and
increased  advertising  and  promotion  expenses.  In  addition  the  Company is
investing  more  heavily in its  international  operations,  most notably in the
United  Kingdom,  Japan  and  Israel  (where  the  Company  made the  previously
disclosed  majority  equity  investment),  in order  to  capitalize  on  further
opportunities  to grow its ice cream sales outside the United  States.  Selling,
general  and  administrative  expenses  also  reflect  increased  salaries,  and
recruiting and training  expenses  related to building more  infrastructures  to
manage its business.

Other Income (Expense)

     Other income  increased  in the first nine months of 1999 to $414,000  from
$370,000 for the same period in 1998.  Interest income decreased to $1.4 million
for the first  thirty-nine  weeks of 1999  compared to $1.6 million for the same
period in the prior year.  This  decrease in interest  income was due to a lower
average  invested  balance  throughout the period.  Interest  expense  decreased
$149,000 for the first nine months of 1999 as compared to the same period in the
prior  year.  This  decrease  is due to the $5 million  Senior  Notes  Principal
payment made in September 1998 partially  offset by increased  interest  expense
for debt acquired  through the  Company's 60% ownership  interest in its Israeli
licensee.

Income Taxes

Income taxes  increased $1.2 million due to the increase in income.  The Company
anticipates  an effective  rate of 35.0% in 1999  compared to 36.0% in the prior
year.



<PAGE>



Net Income

As a result of the foregoing, net income for the first thirty-nine weeks of 1999
increased  47.1% to $7.9 million for 1999  compared to $5.4 million for the same
period in 1998. Net income was 4.3% of net sales for the first thirty-nine weeks
of 1999  compared  to 3.3% for the same  period in 1998.  Diluted net income per
share  increased  to $1.05 per common share for the first  thirty-nine  weeks of
1999 compared to $0.72 for the same period in 1998.

Liquidity and Capital Resources

As of  September  25,  1999  the  Company  had  $51.4  million  of  cash ,  cash
equivalents  and  short-term  investments,  an  increase of $4.2  million  since
December 26, 1998.  Net cash  provided by operations in the first nine months of
1999  was  approximately  $14.2  million.  Uses of cash  included  increases  in
accounts   receivable  and   inventories  of  $14.2  million  and  $2.3  million
respectively,  repurchase  of company  stock of $5.4  million,  and additions to
property, plant and equipment, primarily for equipment upgrades at the Company's
manufacturing  facilities,  of $5.3 million.  Partially offsetting these uses of
cash was an increase in accounts  payable and accrued expenses of $12.5 million.
In addition the Company  acquired a 60% interest in its Israeli  licensee for $1
million in February,  1999. Cash acquired in the  transaction  was $858,000.  In
June 1999,  the Company  acquired  the assets of one of its  franchisees,  which
included  Las  Vegas,   Nevada   territory  rights  and  two  scoop  shops,  for
approximately $870,000 net of cash acquired.

Since December 26, 1998, trade receivables,  and the sum of accounts payable and
accrued  expenses have increased $13.6 million and $17.0 million,  respectively.
The increase in accounts  receivable is due to increased sales during the summer
months  combined  with  a  contractual  change  in  the  Company's  distribution
agreement with Dreyers Grand Ice Cream effective in January 1999,  which altered
the payment  terms from 14 to 28 days.  The  increase  in  accounts  payable and
accrued expenses reflect the seasonality of the Company's business and increased
sales and marketing  expenses.  Inventories  have increased  $13.6 million since
December  26,  1998.  This  increase  reflects  seasonally  higher raw  material
inventories and increased finished goods inventories.

The  Company  anticipates  capital  expenditures  in the  remainder  of  1999 of
approximately  $4.8  million.   Most  of  these  additional   projected  capital
expenditures  relate to equipment  upgrades and  enhancements  at the  Company's
manufacturing  facilities,  computer related  expenditures,  and corporate space
expansion at its headquarters.

The Company's short and long term debt includes $25 million aggregate  principal
amount of Senior Notes issued in 1993 and 1994. The first  principal  payment of
$5 million was paid in September 1998 and the remaining  principal is payable in
annual installments through 2003.

During the nine months ended September 25, 1999 the Company  repurchased a total
of 267,800 shares of the Company's Class A common stock for  approximately  $5.4
million.  The Company  completed its  previously  announced  repurchase  program
commenced in September 1998,  which authorized the Company to purchase shares of
the Company's Class A Common stock up to an aggregate cost of $5 million for use
for  general  corporate  purposes.  In  September  1999 the  Board of  Directors
approved an  additional $3 million for stock  repurchases  of its Class A common
shares.

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 LIBOR plus a margin based on a  pre-determined
formula. No amounts were borrowed under these or any bank agreements during



<PAGE>



1999. The working  capital line of credit  agreements  expire December 23, 2001.
Management  believes that internally  generated  funds,  cash currently on hand,
investments  held in marketable  securities 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.

Year 2000 Readiness Disclosure

Background of Year 2000 Issues.  The "Year 2000" issue is the result of computer
systems  and  software  programs  using two rather  than four digits to define a
year.  As a result,  computer  systems  that have date  sensitive  software  may
recognize a date using "00" as the year 1900  rather than the year 2000.  Unless
remedied, the Year 2000 issue could result in system failures,  miscalculations,
and the inability to process necessary  transactions or engage in similar normal
business  activities.  In addition to computer  systems and software,  equipment
using embedded chips, such as manufacturing and telephone equipment,  could also
be at risk.

State of Readiness.  The Company has developed,  and is implementing a Year 2000
plan to address Year 2000 issues.  The plan focuses on the following three broad
categories:  (a) information  technology systems;  (b) manufacturing  facilities
including  embedded  technology;  and (c) external  noncompliance  by customers,
distributors, suppliers and other business partners.

As of September 25, 1999, the Company has substantially  completed all phases of
its year 2000 plan for mission critical systems including inventory, assessment,
renovation,  testing and implementation.  Renovated and new systems that are Y2K
compliant are currently being used for the Company's core software  applications
of  finance,  manufacturing,  distribution,  sales and  payroll.  The  upgrades,
testing and  implementation  for  non-critical  systems are 90% complete and are
expected to continue  through  November 1999. The Company's  communications  and
networking  equipment was upgraded and tested during the second quarter of 1999.
We are  monitoring  vendors for Year 2000 software  updates and will continue to
install upgrades or patches as appropriate.

The Company has completed a detailed assessment of its manufacturing  facilities
and embedded  chip  technology.  The testing and  remediation  of equipment  and
software  systems  known to have  possible  Year 2000  issues  is  substantially
complete.  The upgrade of two items  related to the  refrigeration  controls has
been  scheduled  for after the peak summer  production  period to  minimize  the
operational impact.

A critical step in this project is the  coordination of Year 2000 readiness with
third parties.  The Company is  communicating  with its  significant  suppliers,
distributors  and  customers  to  determine  the extent to which the  Company is
vulnerable  if the third  parties fail to resolve  their Year 2000  issues.  The
Company  will  continue  to assess  and work with all of its major  partners  to
understand the associated risks and plan for contingencies.

Risks Related to Year 2000 Issues.  The Company presently believes that the Year
2000 issue will not pose significant  operational problems and that the internal
Year 2000  issues  will be  resolved  in a timely  manner.  However,  the future
compliance  of Year 2000  processing  within the Company is  dependent  upon key
personnel,  vendor software,  vendor  equipment and components.  In the unlikely
event that no further  progress is made on the Company's Year 2000 project,  the
Company may be unable to  manufacture  or ship  product,  invoice  customers  or
collect  payments.  As a result,  Year 2000 issues could have a material adverse
impact on the Company's  operations and its financial results.  In addition,  if
systems operated by third parties  (including  municipalities  or utilities) are
not Year 2000 compliant,  this could also have a material  adverse affect on the
Company.



<PAGE>



Costs to Address Year 2000 Issues.  The Company  does not  separately  track the
internal  costs  incurred for the Year 2000  project,  which are  primarily  the
related payroll costs for its information  systems ("IS") group. There have been
no  incremental  payroll  costs  related  to  the  Year  2000  project,  however
non-critical  IS projects have been deferred due to  concentration  on Year 2000
efforts.  The delay of these projects is not expected to have a material  impact
on the operations of the Company.

The external costs for software; hardware, equipment and services related to the
Year 2000 project are estimated not to exceed $1.0 million for 1999. The Company
will  expense  the  costs of  modifying  existing  systems  and  capitalize  the
replacement cost of software or equipment that is not Year 2000 compliant. There
can be no  guarantee,  however,  that the  systems of other  entities  which the
Company  relies upon will be  converted on a timely basis or that any failure to
convert by another  entity  would not have an  adverse  effect on the  Company's
systems and operations.

Contingency  Plans.  Due to the  general  uncertainty  inherent in the Year 2000
problem,  including  uncertainty regarding the Year 2000 readiness of suppliers,
distributors  and other  manufacturers,  the Company is  developing  contingency
plans. This process includes, among others, developing backup procedures in case
of systems  failures,  identifying  alternative  production plans and developing
alternative plans to engage in business activities with customers,  distributors
and suppliers that are not experiencing Year 2000 problems.

The above forward looking  statements with regard to the timing and overall cost
estimates  of the  Company's  efforts to address the Year 2000 problem are based
upon the  Company's  experience  thus far in this  effort.  Should  the  Company
encounter  unforeseen  difficulties  either  in  the  continuing  review  of its
internal  systems,  the ultimate  remediation,  or the responses of its business
partners,  the actual  results  could vary  significantly  from the estimates in
these forward-looking statements.

Euro Conversion

On January 1, 1999 certain member  countries of the European  union  established
fixed  conversion  rates  between  their  existing  currencies  and the European
Union's  common   currency,   ("the  euro").   The  former   currencies  of  the
participating countries are scheduled to remain legal tender as denominations of
the euro  until  January 1, 2002 when the euro will be adopted as the sole legal
currency.

The Company has  evaluated the  potential  impact on its business  including the
ability of its information systems to handle  euro-denominated  transactions and
the impact on exchange costs and currency exchange rate risks. The conversion to
the euro is not expected to have a material  impact on the Company's  operations
or financial position

Forward-Looking Statements

This  section,  as well as other  portions of this  document,  includes  certain
forward-looking  statements about the Company's business,  new products,  sales,
dairy prices,  other  expenditures  and cost savings,  Year 2000 program  costs,
effective tax rate, operating and capital requirements and refinancing. Any such
statements  are subject to risks that could cause the actual results or needs to
vary materially. These risks are discussed in "Risk Factors" below.

Risk Factors

Dependence on Independent Ice Cream Distributors.  Historically, the Company has
been dependent on maintaining satisfactory relationships with Dreyer's Grand Ice
Cream, Inc.  ("Dreyer's") and the other independent ice cream  distributors that
have acted as the Company's exclusive or master distributor in their



<PAGE>



assigned  territories.  In 1998, Dreyer's distributed  significantly more than a
majority of the sales of Ben & Jerry's products.  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  to its
satisfaction.  In  August  1998 -  January  1999,  the  Company  redesigned  its
distribution network,  entering into a distribution agreement with The Pillsbury
Company ("Pillsbury") and a new agreement with Dreyer's. These arrangements took
effect in September 1999, except for certain territories,  which were effective,
in April - May 1999.  The  Company  believes  the terms of the new  arrangements
will, on balance,  be more favorable to the Company and expects that,  under the
distribution network redesign, no one distributor will account for more than 40%
of the Company's net sales.  However,  there may be temporary market dislocation
in connection  with the  September  1999 shift from Dreyer's to Pillsbury as the
Company's  principal  distributor in certain  markets.  Both the recently formed
Pillsbury/Nestle  ice cream joint venture  (through its  Haagen-Daz  unit),  and
Dreyer's are competitors of the Company.

Since  available  distribution  alternatives  are limited,  and  continues to be
adversely  impacted by consolidation in the industry,  there can be no assurance
that  difficulties  in  maintaining  satisfactory  relationships  with  its  two
principal  distributors  and its  other  distributors,  some of  which  are also
competitors  of the  Company,  will not have a  material  adverse  effect on the
Company's  business.  In addition,  the October 1999 transfer of the  Haagen-Daz
unit to the  recently  formed  Pillsbury/Nestle  ice  cream  joint  venture  has
presented  certain  opportunities/difficulties  for the Company  which are under
review.

Growth in Sales and  Earnings.  In the third  quarter of 1999,  net sales of the
Company increased 4.0% to $67.1 million from $64.5 million for the third quarter
of 1998.  Pint volume for the third quarter of 1999  increased  4.4% compared to
the same  period in 1998.  In the first  nine  months of 1999,  net sales of the
Company increased 12.4% to $185.4 million from $164.9 million for the first nine
months of 1998.  Pint  volume for the first nine months of 1999  increased  8.4%
compared  to  the  same  period  in  1998.  Based  on  information  provided  by
Information  Resources,  Inc., a software  and  marketing  information  services
company ("IRI"),  the Company believes that the super premium ice cream,  frozen
yogurt and sorbet industry category sales increased 8.1% in the third quarter of
1999  compared  to the third  quarter of 1998.  The  Company  believes  that the
industry  category sales noted above  increased 5.6% in the first nine months of
1999  compared to the first nine months of 1998.  Given these  overall  domestic
super premium industry trends, the successful introduction of innovative flavors
on a periodic  basis has become  increasingly  important  to sales growth by the
Company.  Accordingly,  the  future  degree of market  acceptance  of any of the
Company's new products,  which will be accompanied  by  significant  promotional
expenditures,  is likely to have an important  impact on the Company's  1999 and
future financial results.

Competitive  Environment.  The super  premium  frozen  dessert  market is highly
competitive with the distinctions  between the super premium  category,  and the
"adjoining" premium and premium plus categories less marked than in the past. 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,  two of which are
distributors for the Company,  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.

In September 1999 Dreyer's  launched a line of superpremium ice cream,  Dreamery
(TM),  with  a  significant  marketing  program  including  radio,  outdoor  and
television  advertising as well as heavy price  discounting  to

<PAGE>

gain trial. The Dreamery (TM) product is marketed primarily in pints. Additional
super premium products may be introduced by other ice cream competition.

Increased Cost of Raw Materials.  Management  believes that the general trend of
volatility in dairy  ingredient  commodity costs may continue and it is possible
that at some future date both gross  margins and earnings may not be  adequately
protected by pricing adjustments, cost control programs and productivity gains.

Reliance  on a Limited  Number of Key  Personnel.  The success of the Company is
significantly  dependent  on the  services  of Perry Odak,  the Chief  Executive
Officer,  and a limited number of executive  managers working under Mr. Odak, as
well as certain  continued  services of Jerry  Greenfield the Chairperson of the
Board and  co-founder  of the  Company;  and Ben  Cohen,  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.

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 in a way that actively  recognizes the central role that
business  plays in the  structure of society by  initiating  innovative  ways to
improve  the  quality  of  life  of  a  broad  community:  local,  national  and
international.  Underlying the mission of Ben & Jerry's is the  determination to
seek new and creative ways of addressing  all three parts,  while holding a deep
respect for  individuals  inside and outside the Company and for the communities
of which they are a part."  The  Company  believes  that  implementation  of its
social mission,  which is being more 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 some  material  adverse
financial effect.

International.  Total international net sales represented  approximately 8.1% of
total  consolidated net sales in the third quarter of 1999. Total  international
net sales represented approximately 9.2% of total consolidated net sales for the
first nine months of 1999. The Company's principal  competitors have substantial
market shares in various countries outside the United States, principally Europe
and Japan. The Company sells product in Japan,, the United Kingdom,  Ireland and
France,  and through license  arrangments in the Netherlands and Belgium and has
started selling in Peru and Lebanon in 1999 under license arrangements. In 1987,
the Company  granted an exclusive  license to manufacture and sell Ben & Jerry's
products in Israel. In 1999, the Company made an investment of $1 million in its
Israeli licensee,  which gave the Company a 60% ownership interest. In May 1998,
the Company signed a Licensing Agreement with Delicious

Alternative  Desserts,  LTD. to  manufacture,  sell and distribute Ben & Jerry's
products through the wholesale  distribution  channels in Canada. The Company is
investigating the possibility of further international expansion. However, there
can  be no  assurance  that  the  Company  will  be  successful  in  all  of its
international markets or entering (directly or indirectly through licensing), on
a  long-term  profitable  basis,  such  additional  international  markets as it
selects.

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
(authorized in 1987), entitled,  except to the extent otherwise provided by law,
to ten  votes  per  share.  Ben  Cohen,  Jerry  Greenfield  and  Jeffrey  Furman
(collectively   the   "Principal   Stockholders")   hold   shares   representing
approximately  46% 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
sell  substantial  portions  of their Class A Common  Stock.  In  addition,  the
Company

<PAGE>

issued all of the authorized  Class A Preferred Stock to the Foundation in 1985.
All current directors of the Foundation are directors of the Company.  The Class
A Preferred  Stock gives the Foundation a class voting right to act with respect
to certain  Business  Combinations  (as defined in the  Company's  charter)  and
significantly  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.

Also, in April, 1998 the Legislature of the State of Vermont amended a provision
of the Vermont  Business  Corporation  Act to provide  that the  directors  of a
Vermont  corporation  may also consider,  in determining  whether an acquisition
offer or other matter is in the best interests of the corporation, the interests
of the corporation's employees,  suppliers, creditors and customers, the economy
of the state in which the  corporation is located and including the  possibility
that the best  interests  of the  corporation  may be  served  by the  continued
independence of the corporation.

Also in August, 1998, following approval by its Board of Directors,  the Company
put in place two Shareholder  Rights Plans, one pertaining to the Class A Common
Stock and one  pertaining to the Class B Common Stock.  These Plans are intended
to protect  stockholders by compelling someone seeking to acquire the Company to
negotiate with the Company's Board of Directors in order to protect stockholders
from unfair  takeover  tactics and to assist in the  maximization of stockholder
value.  These Rights Plans,  which are common for public companies in the United
States, may also be deemed to be "anti-takeover" provisions in that the Board of
Directors  believes that these Plans will make it difficult for a third party to
acquire  control of the Company on terms which are unfair or  unfavorable to the
stockholders.

While  the Board of  Directors  believes  that the Class B Common  Stock and the
Class A  Preferred  Stock are  important  elements  in keeping  Ben & Jerry's an
independent, Vermont-based business focused on its three-part corporate mission,
the Class B Common  Stock and the  Class A  Preferred  Stock may be deemed to be
"anti-takeover" provisions 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. In addition,  the
1997  amendments to the Company's  Articles of Association to classify the Board
of Directors and to add certain other related provisions; the April 1998 Vermont
Legislative   Amendment  of  the  Vermont  Business   Corporation  Act  and  the
Shareholder  Rights  Plans  put in place in  August,  1998 may be  deemed  to be
"anti-takeover"  provisions  in that the Board of Directors  believes that these
amendments and  legislation  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.


Market Risk

The  Company  is  exposed to a variety  of market  risks,  including  changes in
interest  rates  affecting the return on its  investments  and foreign  currency
fluctuations.  The  Company's  exposure  to market risk for a change in interest
rates relates primarily to the Company's investment  portfolio.  The Company has
classified  all of its  short-term  and long-term  investments as "available for
sale"  except for  certificates  of  deposits  which are held to  maturity.  The
majority of these  investments  are municipal  bonds and fixed income  preferred
stock in which the market value approximates its cost at September 25, 1999. The
Company  does not intend to hold such  investments  to  maturity  if there is an
underlying  change in interest  rates or the Company's  cash flow  requirements.
Certificates of deposits do not expose the consolidated  statement of operations
or balance sheets to fluctuations in interest rates.  The Company's  exposure to
market risk for fluctuations in foreign currency relate primarily to the amounts
due from  subsidiaries.  Exchange  gains and losses  related to amounts due from
subsidiaries have not been material for the periods presented.



<PAGE>



                           PART II - OTHER INFORMATION

ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K

     (a) Exhibit (10.37)  Michael Sands Stock Option Contract

         Exhibit (10.38)  Severance  Agreement dated as of July 30, 1999 between
                          Elizabeth Bankowski and the Company.

         Exhibit (10.39)  Severance  Agreement dated as of July 30, 1999 between
                          Bruce Bowman and the Company.

         Exhibit (10.40)  Severance  Agreement  dated as of  November  15, 1999
                          between Richard Doran and the Company.

         Exhibit (10.41)  Severance  Agreement dated as of July 30, 1999 between
                          Charles Green and the Company.

         Exhibit (10.42)  Severance  Agreement dated as of July 30, 1999 between
                          Frances Rathke and the Company.

         Exhibit (10.43)  Employment  Agreement  effective  as of June 25,  1999
                          between Michael Sands and the Company.

         Exhibit (11)     Statement Re: Computation of Per Share Earnings

         Exhibit (27)     Financial Data Schedule



     (b) No reports on Form 8-K were filed  during the quarter  ended  September
         25, 1999, for which this report is filed.



<PAGE>



SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
Registrant  has duly  caused  this Report to be duly signed on its behalf by the
undersigned  thereunto  duly  authorized,  being  also its  principal  financial
officer.

                                        BEN & JERRY'S HOMEMADE, INC.



DATE:  November 9, 1999                By  /s/Frances Rathke
                                           ------------------------------------
                                           Frances Rathke,
                                           Chief Financial Officer and Secretary


<PAGE>