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:
March 25, 2000                                           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.  6,148,031  shares of Class A
Common Stock and 791,098 shares of Class B Common Stock outstanding as of May 2,
2000.



<PAGE>



                          BEN & JERRY'S HOMEMADE, INC.
                   Form 10-Q for quarter ended March 25, 2000



                                      INDEX



PART I: FINANCIAL INFORMATION                                           PAGE NO.

Consolidated Balance Sheets as of
March 25, 2000 and December 25, 1999...........................................1

Consolidated Statements of Income for the
Thirteen weeks ended March 25, 2000
and March 27, 1999.............................................................2

Consolidated Statements of Cash Flows for the
Thirteen weeks ended March 25, 2000
and March 27, 1999.............................................................3

Notes to Consolidated Financial Statements.................................4 - 6

Management's Discussion and Analysis of Financial
Condition and Results of Operations.......................................6 - 14


PART II: OTHER INFORMATION

Item 6-Exhibits and Reports on Form 8-K.......................................15

Signatures....................................................................16

Exhibit 11....................................................................17



<PAGE>

<TABLE>
<CAPTION>
                          BEN & JERRY'S HOMEMADE, INC.
                           CONSOLIDATED BALANCE SHEETS
                     (In thousands except per share amounts)
<S>                                                      <C>              <C>
                                                         March 25,       December 25,
                                                             2000               1999
                                                        -----------      ------------
                                                        (Unaudited)         (Note)
ASSETS
Current assets:
  Cash and cash equivalents                              $ 15,375           $ 25,260
  Short-term investments                                   21,297             21,331
  Trade accounts receivable
    (less allowance of $1,002 in 2000
     and $966 in 1999 for doubtful accounts)               25,348             18,833
  Inventories                                              19,870             13,937
  Deferred income taxes                                     5,272              5,609
  Prepaid expenses and other current assets                 3,588              2,377
                                                         ---------        -----------
  Total current assets                                     90,750             87,347

Property, plant and equipment, net                         56,724             56,557
Investments                                                   200                200
Deferred income taxes                                       1,085                656
Other assets                                                6,004              5,842
                                                         ---------        -----------
                                                         $154,763          $ 150,602
                                                         =========        ===========
LIABILITIES
Current liabilities:
  Accounts payable and accrued expenses                  $ 42,047           $ 38,915
  Current portion of long-term debt and
    obligations under capital leases                        5,686              5,627
                                                         ---------        -----------
  Total current liabilities                                52,733             44,542

Long-term debt and obligations under capital leases        16,363             16,669

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 - $9,000               1                  1
  Class A common stock - $.033 par value; authorized
    20,000,000 shares; issued: 6,775,188 at March 25,
    2000 and 6,759,276 at December 25, 1999                   224                223
  Class B common stock - $.033 par value; authorized
    3,000,000 shares; issued:  794,821 at March 25, 2000
    and 801,813 at December 25, 1999                           26                 27
  Additional paid-in-capital                               53,157             52,961
  Retained earnings                                        50,047             48,713
  Accumulated other comprehensive loss                       (935)              (460)
  Treasury stock, at cost: 632,841 Class A and 1,092
     Class B shares at March 25, 2000 and  644,606 Class
     A and 1,092 Class B shares at December 25, 1999      (11,853)           (12,074)
                                                         ---------         ----------
     Total stockholders' equity                            90,667             89,391
                                                         ---------         ----------
                                                         $154,763          $ 150,602
                                                         =========         ==========

     Note:  The balance  sheet at December  25, 1999 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)
<S>                                      <C>                         <C>
                                       For the Thirteen weeks ended
                                  -----------------------------------------
                                      March 25,                   March 27,
                                          2000                        1999
                                      --------                    --------

Net sales                              $54,179                     $50,066

Cost of sales                           32,173                      31,977
                                       -------                     -------

Gross profit                            22,006                      18,089

Selling, general and
      administrative expenses           20,339                      16,646

Other income (expense):
  Interest income                          577                         498
  Interest expense                        (599)                       (390)
  Other income, net                        407                         290
                                       -------                     -------
                                           385                         398
                                       -------                     -------

Income before income taxes               2,052                       1,841

Income taxes                               718                         644
                                       -------                     -------

Net income                             $ 1,334                     $ 1,197
                                       =======                     =======

Shares used to compute net income
  per common share
      Basic                              6,929                       7,110
      Diluted                            7,285                       7,552

Net income per common share

      Basic                             $ 0.19                      $ 0.17
      Diluted                           $ 0.18                      $ 0.16

     See notes to consolidated financial statements.
</TABLE>


<PAGE>

<TABLE>
<CAPTION>

                          BEN & JERRY'S HOMEMADE, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
                                 (In thousands)
<S>                                                       <C>                     <C>
                                                              Thirteen weeks ended
                                                    -----------------------------------------
                                                         March 25,               March 27,
                                                             2000                    1999
                                                         --------                --------
Cash flows from operating activities:
Net income                                                $ 1,334                 $ 1,197
Adjustments to reconcile net income to net
  cash provided by operating activities:
    Depreciation and amortization                           2,165                   2,177
    Provision for bad debts                                    40                      50
    Deferred income taxes                                     (92)                   (746)
    Stock compensation                                        250
    Loss on disposition of property, plant & equipment          6                       3
Changes in operating assets and liabilities:
Accounts receivable                                        (7,786)                (10,686)
Inventories                                                (5,933)                 (3,834)
Prepaid expenses                                               20                     357
Accounts payable and accrued expenses                       1,903                   5,124
Income taxes payable                                        1,229                   1,166
                                                         --------                --------
Net cash used for operating activities                     (6,864)                 (5,192)

Cash flows from investing activities:
Additions to property, plant and equipment                 (2,193)                 (1,606)
Proceeds from sale of property, plant & equipment              11                       5
Changes in other assets                                        12                       2
Increase in investments                                      (126)                 (3,575)
Acquisitions, net of cash acquired                           (330)                   (142)
                                                         --------                --------
Net cash used for investing activities                     (2,626)                 (5,316)

Cash flows from financing activities:
Repayments of long-term debt and capital leases              (247)                    (82)
Repurchase of common stock                                                         (1,524)
Proceeds from issuance of common stock                        167                     364
                                                         --------                --------
Net cash used for financing activities                        (80)                 (1,242)

Effect of exchange rate changes on cash                      (315)                      2
                                                         --------                --------
Decrease in cash and cash equivalents                      (9,885)                (11,748)

Cash and cash equivalents at beginning of period           25,260                  25,111
                                                         --------                --------

Cash and cash equivalents at end of period                $15,375                 $13,363
                                                         ========                ========

     See notes to consolidated financial statements.

</TABLE>

<PAGE>






                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
           (All numbers in tables in thousands except per share data)
                                   (Unaudited)

1.   BASIS OF PRESENTATION

The accompanying  unaudited 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 thirteen weeks ended March 25, 2000 are
not  necessarily  indicative  of the results  that may be expected  for the year
ending  December  30,  2000.  For further  information,  refer to the  financial
statements and footnotes thereto included in the Company's Annual Report on Form
10-K for the year ended December 25, 1999.

2.   INVENTORIES

     Inventories consist of the following:

                                                  March 25,        December 25,
                                                      2000                1999
                                                      ----                ----
Ice cream and ingredients                         $17,657               $12,245
Paper goods                                           973                   659
Food, beverage and gift items                       1,240                 1,033
                                                    -----              --------
   Total                                          $19,870               $13,937
                                                  =======               =======

3.   ACCOUNTS PAYABLE AND ACCRUED EXPENSES

                                                  March 25,        December 25,
                                                      2000                1999
                                                      ----                ----
     Trade accounts payable                       $11,962               $10,079
     Accrued expenses                              13,498                13,838
     Accrued payroll and related costs              3,178                 3,392
     Accrued promotional costs                      6,392                 5,467
     Accrued marketing costs                        2,069                 1,322
     Accrued insurance expense                        951                   537
     Income taxes payable                           2,444                 1,215
     Deferred revenue                               1,553                 3,065
                                                  -------               -------
                                                  $42,047               $38,915
                                                  =======               =======

4.   COMPREHENSIVE INCOME

Total comprehensive  income for the thirteen weeks ended March 25, 2000 amounted
to  $859,000  compared  to  $1,206,000  for  the  same  period  in  1999.  Other
comprehensive   income   consisted  of  adjustments  for  net  foreign  currency
translation gains (losses) in the

<PAGE>

amounts of ($315,000)  and $9,000 for the periods ended March 25, 2000 and March
27, 1999,  respectively,  and unrealized losses on available for sale securities
in the amount of $160,000 for the period ended March 25, 2000.

5.   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 foreign countries.

Information concerning operations by geographic area are as follows:

                                               March 25,               March 27,
                                                 2000                    1999
                                               -------                 --------
Sales to Unaffiliated Customers
United States                                  $47,244                 $46,593
Foreign                                          6,935                   3,473
                                               -------                 -------
                                               $54,179                 $50,066
                                               =======                 =======
Net Income (Loss)
United States                                  $ 1,158                 $   770
Foreign                                            176                     427
                                               -------                 -------
                                               $ 1,334                 $ 1,197
                                               =======                 =======
Long-Lived Assets
United States                                  $58,002                 $64,194
Foreign                                          4,926                   5,166
                                               -------                 -------
                                               $62,928                 $69,360
                                               =======                 =======

Note:  Foreign  operations  include  the United  Kingdom,  France,  Canada,  The
Netherlands, Belgium, Israel and Japan.



6.   BUSINESS ACQUISITION

Effective  January  18,  2000,  the Company  purchased  the assets of one of its
franchisees for approximately  $330,000. The acquisition was accounted for using
the purchase method of accounting.  The acquisition was for a scoop shop located
in Shelburne, Vermont. The excess of the acquisition cost over the fair value of
the net assets acquired was $198,000 and has been recorded as goodwill, which is
being amortized on a straight-line basis over five years.

7.   RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

In June 1998,  the  Financial  Accounting  Standards  Board issued  Statement of
Financial  Accounting  Standards No. 133, Accounting for Derivative  Instruments
and Hedging Activities (FAS 133). FAS 133 will require the Company to record all
derivatives on the balance sheet at fair value. For derivatives that are hedges,
changes  in the fair  value of  derivatives  will be  offset by  changes  in the
underlying  hedged  item in  earnings  in the same  period.  In June  1999,  the
Financial Accounting Standards Board delayed the

<PAGE>

effective date of FAS 133 to the first quarter of fiscal years  beginning  after
June 15,  2000.  The  Company  expects to adopt FAS 133 in the first  quarter of
fiscal year 2001.

In December  1999, the  Securities  and Exchange  Commission  (SEC) issued Staff
Accounting Bulletin (SAB) 101, Revenue Recognition in Financial Statements.  SAB
101 clarifies the SEC staff's views on applying  generally  accepted  accounting
principles to revenue  recognition in financial  statements.  In March 2000, the
SEC issued an amendment, SAB 101A, which deferred the effective date of SAB 101.
The Company will adopt SAB 101 in the second quarter of 2000 in accordance  with
the  amendment.  The adoption of this SAB is not expected to have a  significant
impact on the Company's financial statements.

8.  SUBSEQUENT EVENT

On April 11, 2000 the Board approved an Agreement and Plan of Merger between the
Company and Conopco,  Inc. and Vermont All Natural Expansion Company dated as of
April 11, 2000(the "Merger Agreement") under which each share of Common Stock of
Ben & Jerry's  would be  converted  into cash at $43.60 per share.  On April 18,
2000  Vermont  All Natural  Expansion  Company,  a  wholly-owned  subsidiary  of
Conopco,  Inc., a subsidiary of Unilever  N.V.  commenced a Tender Offer for all
shares of Common  Stock of Ben & Jerry's  for cash at  $43.60  per  share.  This
Tender Offer is in process at the date of this report on Form 10-Q.


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 of such items as compared to the prior period.

                                Percentage of Net Sales        Period-to-Period
                                 Thirteen Weeks Ended              Increase
                                March 25,     March 27,      Thirteen Weeks 2000
                                  2000          1999          Compared to 1999
                                  ----          ----          ----------------
Net sales                         100.0%        100.0%                8.2%
Cost of sales                      59.4          63.9                  .6
                                  -----         -----               -----
Gross profit                       40.6          36.1                21.7
Selling, general and
  Administrative expenses          37.5          33.2                22.2
Other Income                         .7            .8                (3.3)
                                  -----         -----               -----
Income before income taxes          3.8           3.7                11.5
Income taxes                        1.3           1.3                11.5
                                  -----         -----               -----
Net income                          2.5%          2.4%               11.4%
                                  =====         =====               =====


<PAGE>


Thirteen Weeks Ended March 25, 2000 and March 27, 1999

Net Sales

Net sales for the thirteen  weeks ended March 25, 2000  increased  8.2% to $54.2
million  compared to $50.1 million for the same period in 1999.  The increase in
net sales for the first quarter was driven by continued  domestic  growth in the
Company's  core pint and bulk  business  as well as an  increase in net sales in
both the United  Kingdom and Japan in comparison  to the prior year.  Total pint
volume  increased  4% compared to the same period in 1999,  which was  primarily
attributable to the Company's original line of products.  Total unit volume of 2
1/2-gallon bulk container  products  increased 18.8% compared to the same period
in 1999.

Packaged sales  (primarily  pints)  represented  approximately  86% of total net
sales in the  first  quarter  of 2000 and 88% of total  net  sales in the  first
quarter  of  1999.  Net  sales  of  2  1/2-gallon  bulk  containers  represented
approximately  7% of total net sales in the first quarters of 2000 and 1999. Net
sales  of  novelty   products   (including   single   servings)   accounted  for
approximately 5% of total net sales in the first quarter of 2000, compared to 4%
in 1999. Net sales from the Company's retail stores  represented 2% of total net
sales in the first quarter of 2000 compared to 1% for the same period in 1999.

International   sales  were  $6.9  million  for  the  first   quarter  of  2000,
representing 12.8% of net sales, as compared to $3.5 million in 1999, or 6.9% of
net sales.  The increase in 2000 was primarily due to higher sales in the United
Kingdom and Japan.

Cost of Sales and Gross Profit

Cost of sales in the first quarter of 2000 increased  approximately  $196,000 or
0.6% over the same period in 1999 and overall  gross profit as a  percentage  of
net sales was 40.6% in the first  quarter  of 2000 as  compared  to 36.1% in the
comparable  period last year.  The higher gross  profit as a  percentage  of net
sales  resulted  from  decreases in dairy prices as compared to the higher dairy
prices  experienced  in the first quarter of 1999,  increased  sales volumes and
favorable manufacturing variances resulting from better plant utilization due to
higher production volumes.

Selling, General and Administrative Expenses

Selling, general and administrative expenses increased 22.2% to $20.3 million in
the first  quarter of 2000 from  $16.6  million in 1999.  Selling,  general  and
administrative  expenses as a percentage  of net sales  increased  from 33.2% in
1999 to 37.5% in 2000. The $3.7 million increase  primarily  reflects  increased
advertising and promotion  expenses and professional fees in connection with the
proposed  acquisition  by Unilever  (NYSE:  UN;  NYSE:  UL) and  exploration  of
alternative  transactions in the first quarter of 2000. In addition, the Company
is  continuing  to invest more  heavily in its  international  operations,  most
notably in the United  Kingdom,  Japan and  Israel,  in order to  capitalize  on
further opportunities to grow its ice cream sales outside the United States.

Other Income

Other income in the first quarter of 2000 was $407,000  compared to $290,000 for


<PAGE>

the same period in 1999. This increase is primarily related to realized gains on
foreign currency exchange  contracts.  Interest income increased to $577,000 for
the first  quarter of 2000 compared to $498,000 for the same period in the prior
year.  Interest  expense  increased to $599,000 during the first quarter of 2000
compared to $390,000 for the same period in the prior year due. This increase is
primarily due to interest  expense from debt acquired  through the Company's 60%
ownership  interest  in its  Israeli  licensee  and an offset  related to the $5
million Senior Notes principal payment made in October 1999.

Income Taxes

The Company's  recorded  income tax expense during the first quarter of 2000 was
$718,000,  compared  to  $644,000 in the first  quarter of 1999.  The  Company's
effective  tax rate in the first  quarters of 2000 and 1999 was 35%.  Management
expects 2000's effective  income tax rate to remain at  approximately  35% based
upon the expected geographic mix of earnings.

Net Income

Net  income  for the first  quarter of 2000 was $1.3  million  compared  to $1.2
million in 1999.  Net income as a percentage  of net sales was 2.5% in the first
quarter of 2000 compared to net income of 2.4% of net sales in the first quarter
of 1999.  Diluted  net income per share was $.18 per common  share for the first
quarter of 2000  compared to a diluted  net income per common  share of $.16 for
the first quarter of 1999.

During the first quarter of 2000, the Company incurred significant  expenditures
(classified within S,G&A) for services of its investment banker, consultants and
legal  counsel,  including  separate  legal  counsel for various  directors,  in
connection with the  investigations  and deliberations of the Board with respect
to the various  Indications  of Interest to acquire the Company and  Alternative
Transactions under consideration by the Board.

The Company expects to face increased  domestic  competition in 2000, which will
require increased selling and marketing expenditures, and may result in a slower
rate of  growth  in net  sales  and may well  have an  adverse  effect on future
results, as compared with results for the Year 1999. See "Risk Factors".

Liquidity and Capital Resources

As of March 25, 2000, the Company had $36.7 million of cash,  cash  equivalents,
and short term investments ($15.4 million of cash and cash equivalents and $21.3
million of short term  investments),  a $9.9 million decrease since December 25,
1999.   Net  cash  used  for  operations  in  the  first  quarter  of  2000  was
approximately  $6.9  million.  Uses  of  cash  included  increases  in  accounts
receivable and  inventories of $7.8 million and $5.9 million  respectively,  and
additions to property, plant and equipment,  primarily for equipment upgrades at
the Company's manufacturing  facilities,  of $2.2 million.  Partially offsetting
these uses of cash was an increase in accounts  payable and accrued  expenses of
$1.9  million and an  increase  in income  taxes  payable of $1.2  million.  The
increase in accounts  receivable  is due to higher  domestic  net sales in March
2000  compared to December  1999  combined  with  increased  sales in the United
Kingdom which has slower collections.

<PAGE>

Inventories  have increased from $13.9 million at December 1999 to $19.9 million
as of March 25, 2000.  This  increase  reflects  seasonally  higher raw material
inventories and increased finished goods  inventories.  The increase in accounts
payable and accrued expenses reflect the seasonality of the Company's  business,
increased sales and marketing expenses and professional fees.

The  Company  anticipates  capital  expenditures  in the  remainder  of  2000 of
approximately $6.8 million.  Most of these projected capital expenditures relate
to equipment upgrades and enhancements at the Company's manufacturing facilities
and computer-related expenditures.

The Company's short and long-term debt includes $20 million aggregate  principal
amount of Senior Notes issued in 1993 and 1994. The second principal  payment of
$5 million was paid in October  1999 and the  remaining  principal is payable in
annual  installments  through 2003. These Senior Note Agreements contain certain
restrictive  covenants  requiring  maintenance  of  minimum  levels  of  working
capital,  net worth and debt to capitalization  ratios. As of March 25, 2000 the
Company was in default of its working capital requirement.  The Company received
a waiver of compliance  related to its working capital  requirements from one of
the two Senior Note Agreement holders.  The Company has not received a waiver of
compliance  relating to its working capital  requirements from its second Senior
Note  Agreement  holder,  however,  the default was cured within the Cure Period
provided under the Senior Note Agreement.

The Company has  available  two $10 million  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
2000. 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.

Impact of Year 2000

The  Company   experienced  no  significant   disruptions  in  mission  critical
information technology and non-information technology systems and believes those
systems  successfully  responded  to the Year  2000  date  change.  The  Company
expensed  approximately  $620,000 during 1999 in connection with remediating its
systems.  The Company is not aware of any material problems  resulting from Year
2000 issues, either with its products, its internal systems, or the products and
services  of third  parties.  The Company  will  continue to monitor its mission
critical computer applications and those of its suppliers and vendors throughout
the year 2000 to ensure  that any latent  Year 2000  matters  that may arise are
addressed promptly.

<PAGE>


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, 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  and are
also subject to changes in connection with any potential Indications of Interest
to acquire the Company or Alternative Transactions. These risks are discussed in
"Risk Factors" below.

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.



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 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 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.  The October 1999 transfer of the Haagen-Dazs unit to the recently formed
Pillsbury/Nestle    ice   cream   joint    venture   has    presented    certain
opportunities/difficulties for the Company, which entered into an

<PAGE>

amendment  with the Ice Cream  Partners  joint  venture  in  December  1999,  in
connection  with the  assignment of that  agreement  from Pillsbury to the joint
venture.

However,  both the  recently  formed  Pillsbury/Nestle  ice cream joint  venture
(through its  Haagen-Dazs  super premium ice cream unit),  and Dreyer's with its
fall 1999 super  premium ice cream  market entry are direct  competitors  of the
Company.

Since  available  distribution  alternatives  are  limited  and  continue  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 (who are competitors) 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 (See "Business - Markets and Customers").

Growth in Sales and  Earnings.  In the first  quarter of 2000,  net sales of the
Company increased 8.2% to $54.2 million from $50.1 million for the first quarter
of 1999. Total pint volume increased 4.0% compared to 1999. Based on information
provided by Information  Resources,  Inc., a software and marketing  information
services company  ("IRI"),  the Company believes that the U.S. super premium and
premium  plus ice  cream,  frozen  yogurt  and sorbet  industry  category  sales
increased  10% in 1999  compared to 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  2000 and future  financial
results.   However,   the  Company  expects  that,  due  to  increased  domestic
competition,  it will need to increase  its selling and  marketing  expenses and
that its rate of growth in net sales may be slower in the  current  year,  which
may be expected to adversely affect earnings (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 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 companies with resources  significantly
greater than the Company's.  In January and September 1999 Dreyer's launched two
lines of super  premium ice cream,  Godiva and  Dreamery(TM),  with  significant
marketing programs including radio,  outdoor and television  advertising as well
as heavy price  discounting to gain trial. The Godiva and Dreamery(TM)  products
are  marketed  primarily  in pints.  Additional  super  premium  products may be
introduced by other ice cream  competitors.  In October 1999, the U.S. ice cream
operations of Pillsbury  (Haagen-Dazs) and Nestle were consolidated into a joint
venture, Ice Cream Partners.  The Company expects strong competition to continue
and increase,  including  competition for the limited shelf space for the frozen
dessert category in

<PAGE>

supermarkets  and other retail food outlets,  the impact of consolidation in the
retail food outlets and increased  competition  from the Company's two principal
distributors.

Volatile Cost of Raw  Materials.  Management  believes that the general trend of
volatility  in dairy  ingredient  commodity  costs  may  continue.  While  dairy
commodity  costs for the first  quarter  of 2000 were  lower  than in 1999 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 12.8% of
total  consolidated  net  sales in the  first  quarter  of 2000.  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 the United Kingdom and France,  and through  license  arrangements in
the Netherlands and Belgium. Sales were also made in Japan and Singapore and the
Company 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.  This  subsidiary  has received an additional  $500,000 in the form of
loans  from  the  Company  in  order to meet  its  current  obligations  and has
generated  net losses in 1999 and 2000 year to date.  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 present  international  markets or in

<PAGE>

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 47% 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 issued all of the authorized Class A Preferred Stock to
the Foundation in 1985. 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 were  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 (which may be converted
into  Class A Common  Stock or  redeemed  in the case of the  Class A  Preferred
Stock, as the case may be, by the specified votes of the Board of Directors) may
be  deemed  to be  "anti-takeover"  provisions  in that the  Board of  Directors
believes the  existence of these  securities  has made 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

<PAGE>

Stockholders,  or The Foundation,  or for incumbent  management and the Board of
Directors  to be removed  unless the Class B Common  Stock were to be  converted
into Class A Common Stock by the Board.

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 and
the April 1998 Vermont Legislative Amendment of the Vermont Business Corporation
Act and  the  Shareholder  Rights  Plans  put in  place  in  August,  1998  (see
"Anti-Takeover  Effects of Class B Common Stock,  Class A Common Stock,  Class A
Preferred  Stock,  Classified  Board  of  Directors,   Vermont  Legislation  and
Shareholder  Rights  Plans"  in  Item  1) 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  unless the Class B Common
Stock were to be converted into Class A Common Stock by the Board.

Indications of Interest to Acquire the Company; Alternative Transactions; Merger
Agreement with Unilever.  The Company  announced on December 2, 1999 that it had
received  indications  of  interest  to  acquire  the  Company  and  Alternative
Transactions  to acquire the Company at prices  significantly  above the closing
price on NASDAQ on the day before the December 2, 1999 press  release  ($21.00).
These  Indications  of Interest  were subject to conditions  and,  together with
Alternative  Transactions  under which the Company  would remain an  independent
company,  were  considered  by the Board of Directors up through April 11, 2000,
when the Board  approved the Agreement  and Plan of Merger  between the Company,
and Conopco,  Inc. and Vermont All Natural  Expansion  Company dated as of April
11, 2000 (The "Merger Agreement"), under which each share of Common Stock of Ben
& Jerry's would be converted  into cash at $43.60 per share.  On April 18, 2000,
Vermont All Natural  Expansion  Company,  a wholly-owned  subsidiary of Conopco,
Inc., a subsidiary of Unilever  N.V.  commenced a Tender Offer for all shares of
Common Stock of Ben & Jerry's for cash at $43.60 per share. This Tender Offer is
in process at the date of this Report on Form 10-Q.

In the event that Ben & Jerry's is acquired  by Unilever  pursuant to the Tender
Offer and Merger  Agreement,  the above  description of Risk Factors,  which are
applicable to the Company as an independent stand alone business, will no longer
be  applicable.  For  information  on the  Merger  Agreement  see the  Company's
Schedule 14d-9 filed with the SEC on April 18, 2000 and the Merger Agreement,  a
copy of which is filed as an exhibit to the Company's Schedule 14d-9.



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

<PAGE>

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. At March 25, 2000,  unrealized  losses amounted to
$484,000.  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>



ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K

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

         Exhibit (27)  Financial Data Schedule

(b) No reports on Form 8-K was filed  during the quarter  ended March 25,  2000,
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 and
accounting officer.



                          BEN & JERRY'S HOMEMADE, INC.





                              BY:      /s/ Frances Rathke
                                    -------------------------------------------
                                    Frances Rathke, Chief FinancialOfficer
                                    (Principal Accounting and Financial Officer)





DATE:  May 09, 2000



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