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


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


         For the quarter ended:                      Commission File Number:
                 March 28, 1998                                  0-13544


         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) 651-9600


         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.  6,385,813 shares of
Class A Common Stock and 859,813  shares of Class B Common Stock  outstanding as
of May 1, 1998.



<PAGE>



                          BEN & JERRY=S HOMEMADE, INC.
                   Form 10-Q for quarter ended March 29, 1997



                                          INDEX



 PART I: FINANCIAL INFORMATION                                      PAGE NO.

          Condensed Consolidated Balance Sheets
                   March 28, 1998 and December 27, 1997                 1-2

          Condensed Consolidated Statements of Operations
                   Thirteen weeks ended March 28, 1998
                   and March 29, 1997                                   3

          Condensed Consolidated Statements of Cash Flows
                   Thirteen weeks ended March 28, 1998
                   and March 29, 1997                                   4

          Notes to Condensed Consolidated Financial Statements          5-6

          Management's Discussion and Analysis of Financial
          Condition and Results of Operations                           7-10


 PART II: OTHER INFORMATION

          Item 6-Exhibits and Reports on Form 8-K                       11


 SIGNATURES                                                             12

          Exhibit 1

<PAGE>



                          BEN & JERRY=S HOMEMADE, INC.
                   Form 10-Q for quarter ended March 28, 1998


              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 28, 1998 are
not  necessarily  indicative  of the results  that may be expected  for the year
ending  December  26,  1998.  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 27, 1997.

2. INVENTORIES

                                                       March 28,    December 27,
                                                          1998           1997   
                                                          ----           ----   
 Ice cream, frozen yogurt, sorbet and ingredients         $14,885       $10,294
 Paper goods                                                  435           536
 Food, beverage and gift items                                203           292 
                                                              ---           --- 
             Total                                        $15,523       $11,122
                                                          =======       =======
                                                         

3. ACCOUNTS PAYABLE AND ACCRUED EXPENSES


                                                       March 28,    December 27,
                                                          1998           1997
                                                          ----           ----
 Trade accounts payable                                   $ 7,916       $ 3,832
 Accrued expenses                                          11,061        10,313
 Accrued payroll and related costs                          2,425         2,076
 Accrued promotional costs                                  5,405         3,581
 Accrued marketing costs                                    2,475         2,230
 Income taxes payable                                         451
 Accrued insurance expense                                  1,513         1,234
                                                            -----         ----- 
             Total                                        $31,246       $23,266
                                                          =======       =======
                  

<PAGE>


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  shareholders'
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 shareholders'  equity, to be
included in other comprehensive income.

During the first  quarter of 1998 and 1997,  total  comprehensive  income (loss)
amounted to $382,000 and ($1,059,000) respectively.


5. ADOPTION OF NEW ACCOUNTING PRONOUNCEMENTS

In June 1997, the Financial Accounting Standards Board issued Statement No. 131,
Disclosure  About Segments of an Enterprise and Related  Information  (FAS 131).
FAS 131 establishes  standards for public companies to report  information about
operating  segments in financial  statements,  and supercedes FAS 14,  Financial
Reporting for Segments of a Business Enterprise,  but retains the requirement to
report  information about major customers.  FAS 131 is effective in fiscal 1998.
The Company does not believe the adoption of this statement will have a material
impact on the Company's financial statements.






<PAGE>



          MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                            AND RESULTS OF OPERATIONS

Results of Operations

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


                                  Percentage of Net Sales     Period-to-Period
                                      Thirteen Weeks         Increase (Decrease)
                                           Ended               Thirteen Weeks
                                    March       March           1998 Compared
                                  28, 1998    29, 1997             To 1997
                                  --------    --------             ------
Net sales                           100.0%      100.0%              15.0%
Cost of sales                        66.4%       72.3%               5.5%
                                     -----       -----             ------
Gross profit                         33.6%       27.7%              39.6%
Selling, general and
  administrative expenses            32.3%       32.0%              16.1%
                                     -----       -----             ------

Operating income (loss)               1.3%       (4.3%)            134.7%
Other income (expense)                0.1%       (0.4%)            134.4%
                                      ----       -----             ------

Income (loss) before income taxes     1.4%       (4.7%)            134.7%
Income taxes                          0.5%       (1.8%)            132.9%
                                      ----       -----             ------
Net income (loss)                     0.9%       (2.9%)            135.8%
                                     =====      =======            ======




Thirteen Weeks Ended March 28, 1998 and March 29, 1997

Net Sales

Net sales of $41.6  million for the thirteen  weeks ended March 28, 1998 were up
15.0%  from the same  period  in 1997.  Sales  of the  Company's  domestic  pint
products  increased 12% with the original ice cream line  providing the majority
of the increase.  This 12% increase was comprised of a volume increase of 9% and
a price increase of approximately 3% effective in April 1997. Also  contributing
to the  increase  in sales  this  quarter  was the launch of the  Company's  new
single-serving  products in Japan and the  introduction of a new line of premium
plus ice cream,  Newman's  Own(TM) All Natural Ice Cream,  manufactured and sold
under a license agreement with Paul Newman and Newman's Own.


<PAGE>


Packaged sales (primarily pints) represented 87% of total net sales in the first
quarter  of 1998 and 88% of total net sales in the first  quarter  of 1997.  Net
sales of 2 1/2 gallon bulk containers represented  approximately 7% of total net
sales in the first  quarters  of 1998 and 1997.  Net sales of  novelty  products
(including single servings) accounted for approximately 6% of total net sales in
this period in 1998 and 5% of total net sales in 1997.

Cost of Sales and Gross Profit

Cost of sales in the first quarter of 1998 increased approximately $1,447,000 or
5.5% over the same period in 1997 and overall  gross profit as a  percentage  of
net sales increased from 27.7% in 1997 to 33.6% in 1998. The higher gross profit
as a percentage of net sales primarily resulted from increases in selling prices
effective in April 1997 and better plant  utilization  due to higher  production
volumes.  In addition,  in the first quarter of 1997,  the Company  provided for
additional  reserves for potential  product  obsolescence.  In 1998,  additional
reserves for product  obsolescence were not necessary.  However, the decrease in
inventory reserves, as compared to the prior year, was offset by increased dairy
commodity costs.

Selling, General and Administrative Expenses

Selling,  general and administrative expenses increased 16.1% from $11.6 million
in the first  quarter of 1997 to $13.4  million in 1998.  Selling,  general  and
administrative  expenses as a percentage  of net sales  increased  slightly from
32.0% in 1997 to 32.3% in 1998. This primarily  reflects  increased  promotional
and sales expenses in part related to new domestic product  entries,  the launch
of a new line of premium  plus ice cream under the name of Newman's  Own(TM) All
Natural Ice Cream, combined with increased international costs.

Other Income (Expense)

Interest income increased  $148,000 during the first quarter of 1998 as compared
to the same period in the prior year. The increase in interest income was due to
a higher  average  invested  balance  throughout  the period.  Interest  expense
decreased  $35,000  during  the first  quarter of 1998 as  compared  to the same
period in the prior year.

Income Taxes

The  Company  recorded  income tax expense  during the first  quarter of 1998 of
$213,000  compared to an income tax benefit of $649,000 in the first  quarter of
1997.  Management  expects  1998's  effective  income  tax rate to  decrease  to
approximately  36% compared to 38% in 1997 due to higher  income tax credits and
lower state taxes.

<PAGE>



Net Income (loss)

As a result of the  foregoing,  net  income  for the first  quarter  of 1998 was
$380,000 compared to a net loss for the first quarter of 1997 of $1,059,000. Net
income  as a  percentage  of net sales  was 0.9% in the  first  quarter  of 1998
compared  to a net  loss of 2.9% of net  sales  in the  first  quarter  of 1997.
Diluted net income per share was $.05 per common share for the first  quarter of
1998  compared  to a  diluted  net loss per  common  share of $.15 for the first
quarter of 1997.

Liquidity and Capital Resources

As of March 28, 1998 the Company had $48.1 million of cash and cash equivalents,
an increase of $758,000 since December 27, 1997. Net cash provided by operations
in the  first  quarter  of 1998 was  approximately  $4.5  million.  Cash of $3.6
million was used for net additions to property,  plant and equipment,  primarily
for equipment upgrades at the Company's manufacturing facilities.

Since  December  27,  1997 trade  accounts  receivable  and the sum of  accounts
payable  and accrued  expenses  have  increased  $1.5  million and $8.0  million
respectively.  These increases reflect the seasonality of the Company's business
and increased  sales and marketing  expenses.  Inventories  have increased since
December  1997 from  $11.1  million to $15.5  million.  This  increase  reflects
seasonally  higher  raw  material   inventories  and  increased  finished  goods
inventories.

The  Company  anticipates  capital  expenditures  in the  remainder  of  1998 of
approximately  $5.4 million.  These additional  projected  capital  expenditures
relate to equipment  upgrades and  enhancements  at the Company's  manufacturing
facilities,  research and development  equipment,  computer related expenditures
and acquisition and leasehold  improvement  costs related to Company owned scoop
shop locations in Europe.

The Company's short and long-term debt includes $30 million aggregate  principal
amount  of  Senior  Notes  issued  in 1993  and  1994,  which  are  held in cash
equivalents pending their use in the business. The first principal payment of $5
million is due in September 1998.

The Company has two lines of credit for an  aggregate  of  $20,000,000  with the
Bank of Boston and Key Bank of Vermont.  These unsecured  agreements provide for
borrowings from time to time and unless further  extended  expire  September 29,
1998 and December 29, 1998,  respectively.  The agreements  specify  interest at
either banks' Base Rate or the  Eurodollar  rate plus a maximum of 1.25%.  As of
May 1,  1998,  there  have  been  no  borrowings  under  these  line  of  credit
agreements. Management intends to renew its lines of credit.

Management  believes that internally  generated  funds,  cash currently on hand,
investments held in marketable  securities  (pending their use in the business),
and equipment lease financing will be


<PAGE>



adequate to meet anticipated operating and capital requirements.


"Forward-Looking Statements"

This  section,  as well as other  portions of this  document,  includes  certain
forward-looking statements about the Company's business and new products, sales,
expenditures  and cost  savings,  effective  tax  rate,  operating  and  capital
requirements  and  refinancings.  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" in the Company's  Annual Report on Form 10-K for the
year 1997.


<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 were filed  during  the  quarter  ended
                 March 28, 1998, for which this report is filed.








<PAGE>



                                              SIGNATURES

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




                                         BEN & JERRY'S HOMEMADE, INC.



                                         BY: /s/Frances Rathke
                                         Frances Rathke, Chief Financial Officer
                                         and Secretary

DATE:  May 12, 1998


<PAGE>




                          BEN & JERRY'S HOMEMADE, INC.

                      CONDENSED CONSOLIDATED BALANCE SHEETS

                                     ASSETS
                                 (In thousands)



<TABLE>
<CAPTION>


                                                                  March 28,       December 27,
                                                                     1998             1997                                    
                                                                ---------------   --------------
                                                                 (Unaudited)         (Note)

<S>                                                                  <C>              <C> 
Current assets:    
     Cash and cash equivalents                                        $ 48,076         $ 47,318
     Investments                                                           477              481
     Trade accounts receivable:
       (less allowance of $1,009 in 1998
        and $1,066 in 1997 for doubtful accounts)                       14,179           12,710
     Inventories                                                        15,523           11,122
     Deferred income taxes                                               7,566            6,071
     Prepaid expenses and other current assets                           1,372            2,378
                                                                ---------------   --------------                               
       Total current assets                                             87,193           80,080

Property, plant and equipment, net                                      64,387           62,724
Investments                                                              1,077            1,061
Other assets                                                             2,621            2,606
                                                                ---------------   --------------                                   
                                                                     $ 155,278        $ 146,471
                                                                ===============   ==============
</TABLE>
                                                               




       Note:  The balance  sheet at December  27, 1997 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 condensed
       consolidated financial statements.

                                                     - 1 -


<PAGE>





                          BEN & JERRY'S HOMEMADE, INC.

                      CONDENSED CONSOLIDATED BALANCE SHEETS

                       LIABILITIES & STOCKHOLDERS' EQUITY
                        (In thousands except share data)


<TABLE>
<CAPTION>



                                                                  March 28,       December 27,
                                                                     1998             1997                                         
                                                                ---------------   --------------
                                                                 (Unaudited)         (Note)

<S>                                                                  <C>              <C>   
Current liabilities:  
     Accounts payable and accrued expenses                            $ 31,246         $ 23,266
     Current portion of long-term debt and
       obligations under capital leases                                  5,405            5,402
                                                                ---------------   --------------                                   
     Total current liabilities                                          36,651           28,668

Long-term debt and obligations under capital leases                     25,541           25,676

Deferred income taxes                                                    5,703            5,208

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:  6,505,863 at March 28, 1998
       and 6,494,835 at December 27, 1997                                  215              214
     Class B common stock - $.033 par value; authorized
       3,000,000 shares; issued:  863,252 at March 28, 1998
       and 866,664 at December 27, 1997                                     28               29
     Additional paid-in-capital                                         49,762           49,681
     Retained earnings                                                  39,466           39,086
     Cumulative translation adjustment                                    (126)            (129)
     Treasury stock, at cost:  124,532 Class A and 1,092 Class B
       shares at March 28, 1998 and December 27, 1997                   (1,963)          (1,963)
                                                                ---------------   --------------                                   
       Total stockholders' equity                                       87,383           86,919
                                                                ---------------   --------------                                   
                                                                     $ 155,278        $ 146,471
                                                                ===============   ==============
                                                                         
</TABLE>


       Note:  The balance  sheet at December  27, 1997 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 condensed
       consolidated financial statements.

                                                      - 2 -


<PAGE>




                          BEN & JERRY'S HOMEMADE, INC.

                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

                                   (Unaudited)

                     (In thousands except per share amounts)



<TABLE>
<CAPTION>

                                                                 For the Thirteen weeks ended

                                                                March 28,           March 29,
                                                                  1998                1997
                                                            ------------------  ------------------                         

<S>                                                                  <C>                 <C>     
Net sales                                                            $ 41,556            $ 36,148

Cost of sales                                                          27,592              26,145
                                                            ------------------  ------------------                         

Gross profit                                                           13,964              10,003

Selling, general and
     administrative expenses                                           13,423              11,560
                                                            ------------------  ------------------
                                                            
Operating income (loss)                                                   541              (1,557)

Interest income                                                           553                 405
Interest expense                                                         (515)               (550)
Other income (expense)                                                     14                  (6)
                                                            ------------------  ------------------                         
                                                                           52                (151)
                                                            ------------------  ------------------
                                                            



Income (loss) before income taxes                                         593              (1,708)

Income taxes (benefit)                                                    213                (649)
                                                            ------------------  ------------------                             

Net income (loss)                                                       $ 380            $ (1,059)
                                                            ==================  ==================                             

Shares Outstanding:
     Basic                                                              7,243               7,198
     Diluted                                                            7,451               7,198

Basic and diluted income (loss) per common share                       $ 0.05             $ (0.15)


</TABLE>

                       See notes to condensed consolidated financial statements.
                                                         - 3 -



<PAGE>



                          BEN & JERRY'S HOMEMADE, INC.

                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

                                 (In thousands)
                                   (Unaudited)


<TABLE>
<CAPTION>


                                                               For the Thirteen weeks ended

                                                               March 28,           March 29,
                                                                  1998                1997
                                                            ------------------  ------------------                           

      <S>                                                            <C>                 <C>      
      Net income (loss)                                                 $ 380            $ (1,059)
      Adjustments to reconcile net income (loss) to net
      cash provided by (used for) operating activities:
           Depreciation and amortization                                1,927               1,939
           Allowance for bad debts                                          0                  53
           Deferred income taxes                                       (1,000)             (1,145)
           Loss on disposition of assets                                   80                  37
      Changes in operating assets and liabilities:
           Accounts receivable                                         (1,312)             (6,951)
           Inventories                                                 (4,401)                154
           Prepaid expenses                                              (328)               (119)
           Accounts payable and accrued expenses                        7,529               2,716
           Income taxes payable/receivable                              1,628                 458
                                                            ------------------  ------------------                            
      Net cash provided by (used for) operating activities              4,503              (3,917)


      Additions to property, plant and equipment                       (3,606)               (867)
      Changes in other assets                                             (79)                (71)
      Increase in investments                                             (12)                (18)
                                                            ------------------  ------------------                            
      Net cash used for investing activities                           (3,697)               (956)


      Repayments of long-term debt and capital leases                    (132)               (193)
      Proceeds from issuance of common stock                               81                  85
                                                            ------------------  ------------------                            
      Net cash used for financing activities                              (51)               (108)

      Effect of exchange rate changes on cash                               3                   1
                                                            ------------------  ------------------                            
      Increase (decrease) in cash and cash equivalents                    758              (4,980)

      Cash and cash equivalents at beginning of period                 47,318              36,104
                                                            ------------------  ------------------                            

      Cash and cash equivalents at end of period                     $ 48,076            $ 31,124
                                                            ==================  ==================
                                                                     
</TABLE>



                See notes to condensed consolidated financial statements.
                                           - 4 -