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 27, 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 6,661,128 shares of Class A Common
Stock and 817,048  shares of Class B Common  Stock  outstanding  as of April 30,
1999.

<PAGE>
                          BEN & JERRY'S HOMEMADE, INC.
                                      INDEX



PART I: FINANCIAL INFORMATION                                           PAGE NO.

Consolidated Balance Sheets as of
March 27, 1999 and December 26, 1998.....................................1 - 2

Consolidated Statements of Income for the
Thirteen weeks ended March 27, 1999
and March 28, 1998.........................................................3

Consolidated Statements of Cash Flows for the
Thirteen weeks ended March 27, 1999
and March 28, 1998.........................................................4

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

Management's Discussion and Analysis of Financial
Condition and Results of Operations......................................7 - 16

PART II: OTHER INFORMATION

Item 6-Exhibits and Reports on Form 8-K....................................17


SIGNATURES.................................................................18

Exhibit 11.................................................................19

<PAGE>
<TABLE>
<CAPTION>

                          BEN & JERRY'S HOMEMADE, INC.
                           CONSOLIDATED BALANCE SHEETS


                                     ASSETS
                                 (In thousands)
                                                     March 27,      December 26,
                                                      1999             1998
                                                    ---------       ------------
                                                   (Unaudited)        (Note)
Current assets:
<S>                                                    <C>              <C>     
     Cash and cash equivalents                      $ 13,363         $ 25,111
     Short term investments                           25,693           22,118
     Trade accounts receivable:
       (less allowance of $1,058 in 1999
        and $979 in 1998 for doubtful accounts)       22,549           11,338
     Inventories                                      17,347           13,090
     Deferred income taxes                             8,299            7,547
     Prepaid expenses and other current assets         1,530            3,105
                                                   ---------        ---------
       Total current assets                           88,781           82,309
Property, plant and equipment, net                    64,012           63,451
Investments                                              303              303
Other assets                                           5,045            3,438
                                                   ---------        ---------
                                                   $ 158,141        $ 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>


                          BEN & JERRY'S HOMEMADE, INC.
                           CONSOLIDATED BALANCE SHEETS
                       LIABILITIES & STOCKHOLDERS' EQUITY
                        (In thousands except share data)
<TABLE>
<CAPTION>

                                                                    March 27,      December 26,
                                                                      1999             1998
                                                                   ----------      ------------
                                                                   (Unaudited)        (Note)
Current liabilities:
<S>                                                                    <C>              <C>     
     Accounts payable and accrued expenses                          $ 35,281         $ 28,662
     Current portion of long-term debt and
       obligations under capital leases                                6,470            5,266
                                                                   ---------         --------
  Total current liabilities                                           41,751           33,928

Long-term debt and obligations under capital leases                   21,072           20,491
Deferred income taxes                                                  4,180            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: 6,615,758 at March 27, 1999
    and 6,592,392 at December 26, 1998                                   218              218
  Class B common stock - $.033 par value; authorized
    3,000,000 shares; issued:  819,515 at March 27, 1999
    and 824,480 at December 26, 1998                                      27               27
  Additional paid-in-capital                                          50,920           50,556
  Retained earnings                                                   46,525           45,328
  Accumulated other comprehensive loss                                  (142)            (151)
  Treasury stock, at cost: 348,506 Class A and 1,092 Class B
    shares at March 27, 1999 and  291,032 Class A
    and 1,092 Class B shares at December 26, 1998                    (6,411)          (5,071)
                                                                   ---------         --------
       Total stockholders' equity                                     91,138           90,908
                                                                   ---------         --------
                                                                   $ 158,141        $ 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>


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

                                                       For the Thirteen weeks ended
                                                       ----------------------------
                                                     March 27, 1999    March 28, 1998
                                                     --------------    --------------
<S>                                                     <C>               <C>     
Net sales                                               $ 50,066          $ 41,556

Cost of sales                                             31,977            27,592
                                                        --------          --------
Gross profit                                              18,089            13,964

Selling, general and
   administrative expenses                                16,646            13,423

Other income (expense):
Interest income                                              498               553
Interest expense                                            (390)             (515)
Other income (expense), net                                  290                14
                                                        --------          --------
                                                             398                52
                                                        --------          --------
Income before income taxes                                 1,841               593

Income taxes                                                 644               213
                                                        --------          --------
Net income                                               $ 1,197             $ 380
                                                        ========          ========

Shares used to compute net income per common share

     Basic                                                 7,110             7,243
     Diluted                                               7,552             7,451

Net income per common share

     Basic                                                $ 0.17            $ 0.05
     Diluted                                              $ 0.16            $ 0.05

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


                          BEN & JERRY'S HOMEMADE, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
                                 (In thousands)

<TABLE>
<CAPTION>
                                                                   Fiscal Year Ended
                                                              ----------------------------
                                                              March 27,           March 28,
                                                                1999                1998
                                                              --------            --------
Cash flows from operating activities:
<S>                                                            <C>                 <C>  
Net income                                                     $ 1,197             $ 380
Adjustments to reconcile net income to net
  cash  provided  by  operating activities:
     Depreciation and amortization                               2,177             1,927
     Provision for bad debts                                        50
     Deferred income taxes                                        (746)           (1,000)
     Loss on disposition of assets                                   3                80
     Changes in operating assets and liabilities:
     Accounts receivable                                       (10,686)           (1,312)
     Inventories                                                (3,834)           (4,401)
     Prepaid expenses                                              357              (328)
     Accounts payable and accrued expenses                       5,124             7,529
     Income taxes payable/receivable                             1,166             1,628
                                                              --------          --------
Net cash (used for) provided by operating activities            (5,192)            4,503

Cash flows from investing activities:
Additions to property, plant and equipment                      (1,606)           (3,606)
Proceeds from sale of assets                                         5
Changes in other assets                                              2               (79)
Increase in investments                                         (3,575)              (12)
Acquisitions, net of cash acquired                                (142)
                                                              --------          --------
Net cash used for investing activities                          (5,316)           (3,697)

Cash flows from financing activities:
Repayments of long-term debt and capital leases                    (82)             (132)
Repurchase of common stock                                      (1,524)
Proceeds from issuance of common stock                             364                81
                                                              --------          --------
Net cash used for financing activities                          (1,242)              (51)

Effect of exchange rate changes on cash                              2                 3
                                                              --------          --------
(Decrease) increase in cash and cash equivalents               (11,748)              758

Cash and cash equivalents at beginning of year                  25,111            47,318
                                                              --------          --------
Cash and cash equivalents at end of year                      $ 13,363          $ 48,076
                                                              ========          ========

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

                          BEN & JERRY'S HOMEMADE, INC.
              NOTES TO CONDENSED 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 thirteen weeks ended March 27, 1999 are
not  necessarily  indicative  of the results  that may be expected  for the year
ending  December  25,  1999.  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 26, 1998.

2. INVENTORIES
                                                    March 27,       December 26,
                                                      1999             1998
                                                    -------         ----------
Frozen dessert products and ingredients              $15,899         $12,025
Paper goods                                              821             524
Food, beverage and gift items                            627             541
                                                     -------         --------
   Total                                             $17,347         $13,090
                                                     =======         ========

3. ACCOUNTS PAYABLE AND ACCRUED EXPENSES
                                                   March 27,        December 26,
                                                     1999              1998
                                                   -------          ----------
     Trade accounts payable                          $8,142          $ 4,623
     Accrued expenses                                13,452           12,552
     Accrued payroll and related costs                3,303            3,272
     Accrued promotional costs                        6,414            4,297
     Accrued marketing costs                          3,048            2,837
     Accrued insurance expense                          922            1,089
                                                    -------          -------
     Total                                          $35,281          $28,662
                                                    =======          =======

4.   COMPREHENSIVE INCOME
As of December  28,  1997 the  Company  adopted  Statement  No.  130,  Reporting
Comprehensive  Income (FAS 130). FAS 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.

<PAGE>

                          BEN & JERRY'S HOMEMADE, INC.

Total comprehensive  income for the thirteen weeks ended March 27, 1999 amounted
to  $1,206,000  compared  to  $382,000  for  the  same  period  in  1998.  Other
comprehensive   income   consisted  of  adjustments  for  net  foreign  currency
translation  gains in the  amounts of $9,000 and  $2,000 for the  periods  ended
March 27, 1999 and March 28, 1998, respectively.

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 ACQUISITION
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  acquired was $1.7 million and has been  recorded as goodwill,  which
will be amortized on a straight-line basis over 15 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 (FAS 133). FAS 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,  1999.  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.
<PAGE>

                          BEN & JERRY'S HOMEMADE, INC.

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 indicated prior period.

<TABLE>
<CAPTION>

                                     Percentage of Net Sales            Period-to-Period
                                      Thirteen Weeks Ended                  Increase
                                      --------------------             -----------------
                                   March 27,          March 28        Thirteen Weeks 1999
                                     1999               1998            Compared to 1998
                                   --------          --------           ----------------
<S>                                  <C>               <C>                    <C>  
Net sales                            100.0%            100.0%                 20.5%
Cost of sales                         63.9%             66.4%                 15.9%
                                    -------           -------                ------
Gross profit                          36.1%             33.6%                 29.5%
Selling, general and
  administrative expenses             33.2%             32.3%                 24.0%
                                    -------            ------                ------

Operating income                       2.9%              1.3%                166.7%
                                    -------            ------                ------
Other income                           0.8%              0.1%                665.4%
                                    -------            ------                ------

Income before income taxes             3.7%              1.4%                210.5%
Income taxes                           1.3%              0.5%                202.3%
                                    -------            ------                ------
Net income                             2.4%              0.9%                215.0%
                                    =======           =======                ======
</TABLE>

Thirteen Weeks Ended March 27, 1999 and March 28, 1998
------------------------------------------------------

Net Sales
---------

Net sales for the thirteen weeks ended March 27, 1999  increased  20.5% to $50.1
million  compared  to $41.6  million  for the same  period in 1998.  Pint volume
increased  11.1%  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 20.6% compared to the same period in 1998.

Packaged sales  (primarily  pints)  represented  approximately  88% of total net
sales in the  first  quarter  of 1999 and 87% of total  net  sales in the  first
quarter  of  1998.  Net  sales  of  2  1/2-gallon  bulk  containers  represented
approximately 7% of total net sales in the first quarter of 1999, compared to 6%
in 1998. Net sales of novelty products (including single servings) accounted for
approximately 4% of total net sales in the first quarter of 1999, compared to 6%
in 1998. Net sales from the Company's retail stores  represented 1% of total net
sales in the first quarters of 1999 and 1998.

International   sales  were  $3.5  million  for  the  first   quarter  of  1999,
representing  6.9% of net sales, as compared to $899,000 in 1998, or 2.2% of net
sales.  The  increase in 1999 was  primarily  due to higher  sales in the United
Kingdom.

Cost of Sales and Gross Profit
------------------------------

Cost of sales in the first quarter of 1999 increased  approximately $4.4 million
or 15.9% over the same period in 1998 and overall  gross  profit as a percentage
of net sales was 36.1% in the first  quarter of 1999 as compared to 33.6% in the
comparable  period last year.  The higher gross  profit as a  percentage  of net
sales primarily resulted from increases in selling prices effective in July 1998
and better plant utilization due to higher production volumes.

The Company spent  approximately $1 million more on dairy purchases in the first
quarter of 1999 in comparison to the first quarter of 1998.  However,  beginning
in April 1999 dairy costs have decreased substantially.

<PAGE>
                          BEN & JERRY'S HOMEMADE, INC.

Selling, General and Administrative Expenses
--------------------------------------------

Selling,  general and administrative  expenses increased 24% to $16.6 million in
the first  quarter of 1999 from  $13.4  million in 1998.  Selling,  general  and
administrative  expenses as a percentage  of net sales  increased  from 32.3% in
1998 to 33.2% in 1999.  This increase  primarily  reflects  increased  sales and
marketing  expenses.  Sales  expenses  have  increased  as a  result  of the new
distribution  arrangement  with both  Dreyer's  and  Pillsbury  under  which the
Company has incurred  more  promotional  and trade  related  expenses as well as
salaries for more field sales staff.  The increase in marketing  expenses is due
to increased  advertising  in the first  quarter of 1999 as compared to the same
period in 1998.

Other Income
------------

Other income  increased in the first quarter of 1999 to $290,000 from $14,000 in
1998. This increase is primarily  related to realized gains on foreign  currency
exchange contracts.  Interest income decreased to $498,000 for the first quarter
of 1999  compared  to  $553,000  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  $125,000  during the first
quarter of 1999 as  compared  to the same period in the prior year due to the $5
million Senior Notes principal payment made in October, 1998.

Income Taxes
------------

The Company's  recorded  income tax expense during the first quarter of 1999 was
$644,000  compared  to  $213,000  in  the  first  quarter  of  1998.  Management
anticipates an effective  income tax rate of 35% in 1999 compared to 36% in 1998
based upon the expected geographic mix of earnings.

<PAGE>
                          BEN & JERRY'S HOMEMADE, INC.

Net Income
----------

Net income for the first  quarter of 1999 was $1.2 million  compared to $380,000
in 1998.  Net income as a percentage  of net sales was 2.4% in the first quarter
of 1999  compared  to net  income of 0.9% of net sales in the first  quarter  of
1998.  Diluted  net  income  per share was $.16 per  common  share for the first
quarter of 1999  compared to a diluted  net income per common  share of $.05 for
the first quarter of 1998.

Liquidity and Capital Resources
-------------------------------

As of March 27, 1999 the Company had $39.1  million of cash,  cash  equivalents,
and short term investments ($13.4 million of cash and cash equivalents and $25.7
million of short term investments),  an $8.2 million decrease since December 26,
1998.   Net  cash  used  for  operations  in  the  first  quarter  of  1999  was
approximately  $5.4  million.  Uses  of  cash  included  increases  in  accounts
receivable  and  inventories  of $10.7  million and $3.8  million  respectively,
repurchase of Company stock of $1.5  million,  and additions to property,  plant
and equipment,  primarily for equipment upgrades at the Company's  manufacturing
facilities,  of $1.6  million.  Partially  offsetting  these uses of cash was an
increase in accounts payable and accrued  expenses of $5.1 million.  The Company
also acquired a 60% interest in its Israeli licensee for $1 million in February,
1999. Cash acquired in the transaction was $858,000.

Since  December  26, 1998,  trade  accounts  receivable  and the sum of accounts
payable and accrued  expenses  have  increased  $10.7  million and $5.1 million,
respectively. The increase in accounts receivable is due to substantially higher
domestic net sales in March 1999 as compared to March 1998, 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 days to 28 days,  and
increased  sales in the United  Kingdom  combined  with  slower  collections  on
European  accounts  receivable.  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  since December 1998 from
$13.1 million to $17.3 million.  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 $7.4 million.  Most of these projected capital expenditures relate
to  equipment   upgrades  and   enhancements  at  the  Company's   manufacturing
facilities,  research and development  equipment,  computer related expenditures
and corporate space expansion.

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 thirteen  weeks ended March 27, 1999 the Company  repurchased a total
of 68,000 shares of the Company's  Class A common stock for  approximately  $1.5
million.  The repurchase  program  announced in September,  1998  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.

     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
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.

<PAGE>
                          BEN & JERRY'S HOMEMADE, INC.

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.

The Company has  completed  the  inventory  and  assessment of the core software
applications and hardware  infrastructure.  The Company has identified and is in
various stages of remediating  software and hardware  deficiencies caused by the
Year 2000 issue. The financial, human resources,  manufacturing and distribution
systems are currently  being  repaired;  testing and validation of these systems
are  scheduled  during the  second and third  quarters  of 1999.  The  Company's
communications  and  networking  equipment is being upgraded and is scheduled to
undergo testing during the second quarter of 1999.

The  Company  has   substantially   completed  a  detailed   assessment  of  its
manufacturing  facilities  and embedded chip  technology.  The Company is in the
process of testing and remediating  certain equipment and software systems known
to have  possible  Year 2000 issues and is expected to complete  the majority of
this work during the second quarter of 1999.

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.

<PAGE>
                          BEN & JERRY'S HOMEMADE, INC.

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.

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 expected to be  approximately  $1.2 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.

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.

<PAGE>
                          BEN & JERRY'S HOMEMADE, INC.

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 addition,  in early 1998 Dreyer's made  overtures to Ben Cohen
and Jerry Greenfield, the Company's co-founders,  to obtain their support for an
offer that Dreyer's would make to acquire the Company.  The co-founders rejected
these overtures.

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 take effect September 1,
1999, except for certain territories,  which are 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,  both Pillsbury,  through its Haagen-Daz unit, and Dreyer's are
competitors of the Company.

Since available distribution alternatives are limited, there can be no assurance
that  difficulties  in maintaining  satisfactory  relationships  with Pillsbury,
Dreyer's 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.

Growth in Sales and  Earnings.  In the first  quarter of 1999,  net sales of the
Company  increased  20.5% to $50.1  million  from  $41.5  million  for the first
quarter of 1998.  Pint  volume for the first  quarter  of 1999  increased  11.1%
compared to the same period in 1998. The super premium ice cream,  frozen yogurt
and sorbet  industry  category  sales  increased 4% in the first quarter of 1999
compared  to the first  quarter 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.

<PAGE>
                          BEN & JERRY'S HOMEMADE, INC.

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 7% of
total  consolidated  net  sales in the  first  quarter  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, Canada, the United Kingdom,  Ireland, France, the Netherlands,
Belgium  and has  started  selling  in Peru and  Lebanon in 1999.  In 1987,  the
Company  granted  an  exclusive  license to  manufacture  and sell Ben & Jerry's
products in Israel. In February 1999, the Company made an investment  commitment
in the 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 entering (directly or
indirectly   through   licensing),   on  a  long-term   profitable  basis,  such
international markets as it selects.
<PAGE>
                          BEN & JERRY'S HOMEMADE, INC.

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 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 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.

<PAGE>
                          BEN & JERRY'S HOMEMADE, INC.

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 March 27,  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>
                          BEN & JERRY'S HOMEMADE, INC.

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 were filed  during the quarter  ended March 27, 1999,
for which this report is filed.


<PAGE>
                          BEN & JERRY'S HOMEMADE, INC.

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.





                         BY:      /s/ Frances Rathke                       

                                 Frances Rathke, Chief Financial Officer
                                 and Secretary

DATE:  May 11, 1999


<PAGE>
                          BEN & JERRY'S HOMEMADE, INC.
                EXHIBIT 11- COMPUTATION OF NET EARNINGS PER SHARE
                     (In thousands except per share amounts)
                                                          Thirteen weeks ended
                                                         March 27,     March 28,
                                                           1999          1998
                                                         --------      -------
Numerator:
       Net income                                        $1,197        $  380
                                                         ------        ------
Denominator:
       Denominator for basic earnings per share-
           weighted-average shares                        7,110         7,243

       Dilutive employee stock options                      442           208
                                                         ------        ------

       Denominator for diluted earnings per share-
           adjusted weighted-average shares and
           assumed conversions                            7,552         7,451
                                                         ======        ======

       Net income per common share
           Basic                                          $0.17         $0.05
                                                         ======        ======
           Diluted                                        $0.16         $0.05
                                                         ======        ======