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


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


          For the quarter ended:                 Commission File Number:
                  September 28, 1996                            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) 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.  6,359,897 shares of
Class A Common Stock and 902,500  shares of Class B Common Stock  outstanding as
of November 5, 1996.




<PAGE>







                                      INDEX



PART I: FINANCIAL INFORMATION                                         PAGE NO.

             Condensed Consolidated Balance Sheets
                      September 28, 1996 and December 30, 1995            1-2

             Condensed Consolidated Statements of Income
                      Thirteen and thirty-nine weeks ended
                      September 28, 1996 and September 30, 1995           3

             Condensed Consolidated Statements of Cash Flows
                      Thirty-nine weeks ended September 28, 1996
                      and September 30, 1995                              4

             Notes to Condensed Consolidated Financial Statements         5

             Management's Discussion and Analysis of Financial
                  Condition and Results of Operations                     6-11


PART II: OTHER INFORMATION

             Item 6-Exhibits and Reports on Form 8-K                      12


SIGNATURES                                                                13

Exhibit 11                                                                14



<PAGE>

                          BEN & JERRY'S HOMEMADE, INC.

                      CONDENSED CONSOLIDATED BALANCE SHEETS

                                     ASSETS
                                 (In thousands)
<TABLE>


                                                                                          September             December
                                                                                           28, 1996             30, 1995
                                                                                       -----------------    -----------------
                                                                                          (Unaudited)             (Note)
<S>                                                                                        <C>                  <C>        
Current assets:
      Cash and cash equivalents                                                            $     30,310         $     35,406
      Accounts receivable:
        Trade (less allowance of $915 in 1996 and $802 in 1995
         for doubtful accounts)                                                                  17,328               11,660
        Other                                                                                       920                  854
      Inventories                                                                                17,524               12,616
      Deferred income taxes                                                                       3,575                3,599
      Income taxes receivable                                                                     2,370                2,831
      Prepaid expenses                                                                              385                1,097


                                                                                       -----------------    -----------------
        Total current assets                                                                     72,412               68,063
                                                                                       -----------------    -----------------

Property, plant and equipment, net                                                               65,327               59,600
Investments                                                                                                            1,000
Other assets                                                                                      2,522                2,411
                                                                                       -----------------    -----------------
Total assets                                                                                $   140,261          $   131,074
                                                                                       =================    =================







        Note: The balance sheet at December 30, 1995 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.
</TABLE>

         
                                    - 1 -
<PAGE>


                          BEN & JERRY'S HOMEMADE, INC.

                      CONDENSED CONSOLIDATED BALANCE SHEETS

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

                                                                                          September             December
                                                                                           28, 1996             30, 1995
                                                                                       -----------------    -----------------
                                                                                         (Unaudited)             (Note)
<S>                                                                                        <C>                  <C>         
Current liabilities:
      Accounts payable and accrued expenses                                                $     19,779         $     16,592
      Current portion of long-term debt and
        obligations under capital leases                                                            668                  448
                                                                                       -----------------    -----------------
      Total current liabilities                                                                  20,447               17,040

Long-term debt and obligations under capital leases                                              31,388               31,977

Deferred income taxes                                                                             4,502                3,526

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: 6,356,411 at September 28, 1996
        and 6,330,302 at December 30, 1995                                                          209                  209
      Class B common stock - $.033 par value; authorized
        3,000,000 shares; issued: 905,986 at September 28, 1996
        and 914,325 at December 30, 1995                                                             30                   30
      Additional paid-in-capital                                                                 48,726               48,521
      Retained earnings                                                                          36,391               31,264
      Cumulative translation adjustment                                                             (53)                (114)
      Treasury stock, at cost: 67,032 Class A and 1,092 Class B
        shares at September 28, 1996 and December 30, 1995                                       (1,380)              (1,380)

                                                                                       -----------------    -----------------
        Total stockholders' equity                                                               83,924               78,531
                                                                                       -----------------    -----------------
                                                                                            $   140,261          $   131,074
                                                                                       =================    =================


        Note: The balance sheet at December 30, 1995 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.
</TABLE>

                                     - 2 -
<PAGE>


                          BEN & JERRY'S HOMEMADE, INC.

                   CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                    ( In thousands except per share amounts)
                                   (Unaudited)



<TABLE>


                                                        For the Thirteen weeks ended        For the Thirty-nine weeks ended

                                                        September         September          September          September
                                                        28, 1996           30, 1995           28, 1996           30, 1995
                                                     ----------------  -----------------  -----------------  -----------------
<S>                                                     <C>                <C>                 <C>                <C>        
Net sales                                               $     46,143       $     45,405        $   132,075        $   122,545

Cost of sales                                                 31,789             31,329             89,216             85,272
                                                     ----------------  -----------------  -----------------  -----------------

Gross profit                                                  14,354             14,076             42,859             37,273

Selling, general and
     administrative expenses                                  11,291              9,808             34,899             28,600
                                                     ----------------  -----------------  -----------------  -----------------


Operating income                                               3,063              4,268              7,960              8,673


 Interest income                                                 373                445              1,185              1,177
 Interest expense                                               (481)              (482)            (1,483)              (990)
Other income (expense)                                           (20)               (92)               608               (464)
                                                     ----------------  -----------------  -----------------  -----------------
                                                     ----------------  -----------------  -----------------  -----------------
                                                                (128)              (129)               310               (277)
                                                     ----------------  -----------------  -----------------  -----------------
                                         


Income before income taxes                                     2,935              4,139              8,270              8,396

Income taxes                                                   1,115              1,614              3,143              3,307
                                                     ----------------  -----------------  -----------------  -----------------

Net income                                             $       1,820      $       2,525      $       5,127      $       5,089
                                                     ================  =================  =================  =================

Weighted average common and common
     equivalent shares outstanding                             7,221              7,260              7,217              7,198

Net income per common share                           $         0.25     $         0.35     $         0.71     $         0.71
</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>
                                                                                     For the Thirty-nine
                                                                                         weeks ended

                                                                             September          September
                                                                             28, 1996           30, 1995
                                                                         ------------------  ----------------
Operating activities:
<S>                                                                         <C>                 <C>         
       Net income                                                           $        5,127      $      5,089
       Adjustments to reconcile net income to net
       cash provided by operating activities:
            Depreciation and amortization                                            5,052             4,385
            Allowance for bad debts                                                    113               100
            Deferred income taxes                                                    1,000               254
            (Gain)Loss on disposition of assets                                        (54)               88
       Changes in operating assets and liabilities:
            Accounts receivable                                                     (5,847)           (2,982)
            Inventories                                                             (4,908)             (109)
            Prepaid expenses                                                           712               170
            Accounts payable and accrued expenses                                    3,247             5,604
            Income taxes receivable                                                    461             2,942
                                                                         ------------------  ----------------
       Net cash provided by operating activities                                     4,903            15,541

Investing activities:
       Additions to property, plant and equipment                                  (10,689)           (6,579)
       Proceeds from sale of assets                                                    174                 4
       Changes in other assets                                                        (321)             (255)
       Decrease in investments                                                       1,000             5,000
                                                                         ------------------  ----------------
       Net cash used for investing activities                                       (9,836)           (1,830)

Financing activities:
       Repayments of long-term debt and capital leases                                (369)             (446)
       Net proceeds from issuance of common stock                                      205               226
                                                                         ------------------  ----------------
       Net cash used for financing activities                                         (164)             (220)

Effect of exchange rate changes on cash                                                  1                (1)
                                                                         ------------------  ----------------
(Decrease) Increase in cash and cash equivalents                                    (5,096)           13,490

Cash and cash equivalents at beginning of period                                    35,406            20,778
                                                                         ------------------  ----------------

Cash and cash equivalents at end of period                                   $      30,310       $    34,268
                                                                         ==================  ================
</TABLE>

                 See notes to condensed consolidated financial statements
                                          - 4 -




                           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 three and nine month  periods  ended
September  28, 1996 are not  necessarily  indicative  of the results that may be
expected for the year ended December 28, 1996. For further information, refer to
the  consolidated  financial  statements and footnotes  thereto  included in the
Company's Annual Report on Form 10-K for the year ended December 30, 1995.

2. INVENTORIES
    (In thousands)
                                                    September 28,   December 30,
                                                             1996           1995
                                                      -----------     ----------
  Ice cream, frozen yogurt, sorbet and ingredients        $16,140        $11,480
  Paper goods                                                 714            674
  Food, beverage and gift items                               670            462
                                                         --------     ----------
                                                          $17,524        $12,616
                                                          =======        =======

3. ACCOUNTS PAYABLE AND ACCRUED EXPENSES
    (In thousands)
                                                    September 28,   December 30,
                                                             1996           1995
                                                             ----           ----
Trade accounts payable                                    $ 5,089        $ 5,068
Accrued expenses                                            9,707          8,101
Accrued payroll and related costs                           2,025          1,749
Accrued promotional costs                                   2,687          1,313
Accrued marketing costs                                       184            185
Other                                                          87            176
                                                      -----------     ----------
                                                          $19,779        $16,592
                                                          =======        =======





<PAGE>













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


4. ADOPTION OF NEW ACCOUNTING PRONOUNCEMENTS

Effective  December  31,  1995,  the Company has adopted  Statement of Financial
Accounting  Standards No. 121 ("SFAS  121"),  Accounting  for the  Impairment of
Long-Lived  Assets and for  Long-Lived  Assets to be Disposed Of, which requires
impairment  losses to be recorded on the  long-lived  assets used in  operations
when  indicators  of  impairment  are  present and the  undiscounted  cash flows
estimated to be  generated  by those  assets are less than the assets'  carrying
amount.  SFAS 121 also addresses the  accounting for long-lived  assets that are
expected  to be  disposed  of.  The  adoption  of SFAS 121 had no  impact on the
financial  position or results of  operations of the Company as no indicators of
impairment currently exist.

The Company has adopted the  disclosure  provisions  of  Statement  of Financial
Accounting  Standards  No.  123  ("SFAS  123"),  Accounting  and  Disclosure  of
Stock-Based  Compensation.   The  Company  will  continue  to  account  for  its
stock-based compensation arrangements under the provisions of APB 25, Accounting
for Stock Issued to Employees.






<PAGE>





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

Results of Operations
---------------------

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

<TABLE>

                                                           Percentage of Net Sales
                                                     Thirteen Weeks    Thirty-Nine Weeks   Percentage Increase(Decrease)
                                                          Ended             Ended              1996 Compared to 1995
                                                   -------------------------------------  -----------------------------

                                                    Sept 28, Sept 30, Sept 28, Sept 30,   Thirteen Weeks  Thirty-Nine Weeks
                                                       1996     1995     1996     1995          Ended         Ended
                                                       ----     ----     ----     ----          -----         -----

<S>                                                   <C>      <C>      <C>      <C>              <C>          <C> 
Net sales .................................           100.0%   100.0%   100.0%   100.0%           1.6%         7.8%
Cost of sales .............................            68.9%    69.0%    67.5%    69.6%           1.5%         4.6%
                                                       ----     ----     ----     ----            ---          --- 


Gross profit ..............................            31.1%    31.0%    32.5%    30.4%           2.0%        15.0%
Selling, general and
  administrative expenses .................            24.5%    21.6%    26.4%    23.3%          15.1%        22.0%
                                                      -----    -----    -----     ----          -----        -----

Operating income ..........................             6.6%     9.4%     6.1%     7.1%         -28.2%        -8.2%

Other income(expense) .....................            -0.2%   - 0.3%     0.2%    -0.2%           0.5%       211.9%
                                                      -----    -----     ----     -----          -----       -----

Income before income taxes ................             6.4%     9.1%     6.3%     6.9%         -29.1%        -1.5%
Income taxes ..............................             2.5%     3.5%     2.4%     2.7%         -30.9%        -4.9%
                                                      -----    -----    -----     ----          -----         -----

Net Income ................................             3.9%     5.6%     3.9%     4.2%         -27.9%         0.7%
                                                      -----    -----    -----     ----          -----        -----
</TABLE>



Thirteen Weeks Ended September 28, 1996 and September 30, 1995
--------------------------------------------------------------

NET SALES

Net sales for the thirteen  weeks ended  September  28, 1996  increased  1.6% to
$46.1 million compared to $45.4 million for the same period in 1995. Pint volume
decreased  2.7%  compared to the same period in 1995.  This volume  decrease was
offset by a 3.6% price  increase  of pints sold to  distributors  that went into
effect in  August,  1996.  Both the  novelty  and 2 1/2  gallon  bulk  container
products had modest increases in unit volume.

Pint  sales  represented  79% of total net sales in the  third  quarter  of 1996
compared to 80% in 1995. Net sales of 2 1/2 gallon bulk  containers  represented
approximately  10% of total net sales in the third quarter of 1996,  compared to
9% in 1995.  Net sales of novelty  products  accounted for  approximately  7% of
total net sales during this period in





<PAGE>




1996 and 1995.  Net sales from the  Company's  retail stores  represented  4% of
total net sales in the third quarter of 1996 and 1995.

COST OF SALES AND GROSS PROFIT

Cost of sales in the third quarter of 1996 increased  approximately  $460,000 or
1.5% from the same period in 1995 and overall  gross profit as a  percentage  of
net sales was 31.1% in the third  quarter  of 1996 as  compared  to 31.0% in the
comparable period last year.

The gross profit  percentage  in the third  quarter  remained  comparable to the
prior year despite  increased cost of dairy  ingredients.  This was accomplished
due to  improvements  in  manufacturing  efficiencies,  production  planning and
inventory management. The comparable gross profit also reflects the fact that no
product was manufactured for the Company under a copacking  agreement,  by Edy's
Grand Ice Cream, a subsidiary of Dreyer's Grand Ice Cream,  at its plant in Fort
Wayne,  Indiana as compared to the third quarter of 1995 when  approximately 14%
of packaged pints were  manufactured at the Edy's plant.  This agreement expired
in September 1995.

The Company has experienced  significant increases in dairy costs this year. The
Company instituted a 3.6% price increase which took effect August 1, 1996 and an
additional  3.4% price  increase is planned for December 1, 1996 to offset these
increased  costs.  If the trend of rising dairy prices  continues,  there is the
possibility  that  these  costs  will not be passed on to  consumers  which will
negatively  impact  future  gross  profit  margins.  See the Risk Factors in the
"Forward-Looking Statements" section.


SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

Selling, general and administrative expenses increased 15.1% to $11.3 million in
the  third  quarter  of 1996  from  $9.8  million  for the same  period in 1995.
Selling,  general  and  administrative  expenses  were 24.5% of net sales in the
third quarter of 1996 as compared to 21.6% for the comparable  period last year.
This increase is attributable to increased sales and marketing expenses relating
to the launch of the new sorbet  line  introduced  in February  1996,  operating
expenses relating to the Company's continued  international  expansion in Europe
and expenses  primarily in the  production  planning  and  inventory  management
areas.


INTEREST INCOME AND INTEREST EXPENSE

Interest  income  decreased  $72,000 in the third quarter of 1996 as compared to
the same period in the prior year. The decrease in interest  income was due to a
lower  average  invested  balance   throughout  the  period.   Interest  expense
approximated $480,000 in the third quarter of 1996 and 1995.






<PAGE>











INCOME TAXES

Income taxes decreased  approximately  $499,000 primarily due to the decrease in
income  partially  offset by an effective  rate of 38.0% in 1996  compared to an
effective  annual rate of 36.8% in the prior year. The increase in the effective
tax rate reflects lower income tax credits in 1996.



NET INCOME

As a result of the foregoing, net income for the third quarter of 1996 decreased
27.9% to $1.8  million  from $2.5  million  for the third  quarter of 1995.  Net
income was 3.9% of net sales in the third  quarter of 1996  compared  to 5.6% in
1995.  Net  income  per  share  decreased  28.6% to $.25 per share for the third
quarter of 1996 as compared to $.35 per share in the third quarter of 1995.



Thirty-Nine Weeks Ended September 28, 1996 and September 30, 1995
-----------------------------------------------------------------

NET SALES

Net sales for the  thirty-nine  weeks ended September 28, 1996 increased 7.8% to
$132.1  million  compared to $122.5  million  for the same period in 1995.  Pint
volume  increased  3.8%  compared to the same period in 1995.  This  increase is
primarily  attributable  to the  launch  of the  Company's  new  line of  sorbet
products.  This volume increase was combined with a 3.6% price increase of pints
sold to  distributors  that went into effect in August,  1996. Each of the other
major product categories had modest increases in unit volume.

Pint sales  represented  83% of total net sales in the first  three  quarters of
1996  and  1995.  Net  sales  of  2  1/2  gallon  bulk  containers   represented
approximately  8% of total  net sales in the first  three  quarters  of 1996 and
1995. Net sales of novelties  accounted for  approximately 7% of total net sales
during the first three  quarters of 1996 compared to 6% in 1995.  Net sales from
the Company's retail stores represented 2% of total net sales in the first three
quarters of 1996 compared to 3% for the same period in 1995.




COST OF SALES AND GROSS PROFIT

Cost of sales in the first three quarters of 1996 increased  approximately  $3.9
million  or 4.6% from the same  period  in 1995 and  overall  gross  profit as a
percentage  of net  sales  was  32.5%  in  1996 as  compared  to  30.4%  for the
comparable period in 1995. The higher gross profit percentage in the first three
quarters  of 1996 is due to the price  increase  effective  in March  1995,  and
August  1996  combined  with  improved   inventory   management  and  production
efficiencies.  In addition the improved  gross profit  reflects the fact that no
product was  manufactured  for the Company in the third quarter of 1996 by Edy's
Grand Ice Cream,  a subsidiary of Dreyer's  Grand Ice Cream,  resulting from the
transfer  of  production  to the  Company's  new  manufacturing  facility in St.
Albans,  Vermont.  In the first three quarters of 1995  approximately 19% of the
packaged pints manufactured by the Company were





<PAGE>




produced by Edy's,  under an agreement which expired in September,  1995.  These
improvements were partially offset by the increased cost of dairy ingredients.


SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

Selling,  general and  administrative  expenses increased 22.0% to $34.9 million
for the first nine  months of 1996 from  $28.6  million  for the same  period in
1995. Selling,  general and administrative  expenses were 26.4% of net sales for
the first nine  months of 1996 as  compared  to 23.3% for the same  period  last
year. This increase is  attributable  to increased sales and marketing  expenses
relating  to the launch of the new sorbet  line  introduced  in  February  1996,
operating expenses relating to the Company's continued  international  expansion
in Europe,  and expenses  primarily  in the  production  planning and  inventory
management areas.

INTEREST INCOME AND INTEREST EXPENSE

Interest income  approximated $1.2 million for the first nine months of 1996 and
1995.  Interest  expense  increased  $492,000  for the first nine months 1996 as
compared to the same period in the prior year.  This  increase was primarily due
to the  capitalization  of interest in the prior year as part of the cost of the
new plant then under construction in St. Albans, Vermont.


INCOME TAXES

Income taxes decreased $163,000 primarily  reflecting an effective rate of 38.0%
in 1996  compared to an  effective  annual rate of 36.8% in the prior year.  The
increase in the effective tax rate reflects lower income tax credits in 1996.


NET INCOME

As a result of the  foregoing,  net income for the first three  quarters of 1996
increased  0.7% to $5.1  million  for 1996 and 1995.  Net income was 3.9% of net
sales in the first three  quarters of 1996  compared to 4.2% for the same period
in 1995. Net income per share was $.71 per share for the first three quarters of
1996 and 1995.

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

As of  September  28,  1996  the  Company  had  $30.3  million  of cash and cash
equivalents,  a decrease of $5.1  million  since  December  30,  1995.  Net cash
provided by  operations  in the first three  quarters of 1996 was  approximately
$4.9  million.  Approximately  $10.7 million was used for additions to property,
plant and  equipment,  primarily  for  leasehold  improvements  at the Company's
headquarters that was moved from Waterbury to South Burlington, Vermont in March
1996, and equipment  upgrades in  Springfield,  Waterbury and St. Albans.  Funds
were  provided by cash from  operations  and cash and  investments  available at
December 30, 1995.








<PAGE>




Since  December  30, 1995 trade  receivables,  inventory,  accounts  payable and
accrued  expenses have  increased $5.8 million,  $4.9 million,  and $3.2 million
respectively. These increases reflect the seasonality of the Company's net sales
and production requirements, combined with the effect on inventory of lower than
anticipated sales in the third quarter of 1996.  Management plans to reduce this
level of inventories over the remainder of 1996.


In addition to the $10.7  million  spent on capital  additions in the first nine
months of 1996,  the  Company  anticipates  other  capital  expenditures  in the
remainder of 1996 of  approximately  $1.7 million.  These  additional  projected
capital   expenditures   relate   primarily  to  the  installation  of  a  third
manufacturing  line at the St. Albans plant, and equipment upgrades in Waterbury
and Springfield.

The Company has two lines of credit for an  aggregate  of  $20,000,000  with The
First  National  Bank of Boston  and Key Bank of  Vermont.  These are  unsecured
agreements providing for borrowings from time to time, expiring at September 29,
1998 and December 29, 1998, respectively. The agreements specify interest at the
banks' Base Rate or the Eurodollar  rate plus a maximum of 1.25%. As of November
12, 1996, there have been no borrowings under these line of credit agreements.

Since its inception, the Company has met its liquidity requirements through cash
provided by operations, public stock offerings, lease arrangements for equipment
and facilities, and short and long-term borrowings. Management believes that its
cash and  equivalents,  cash  provided  from  operations  and  lines  of  credit
availability will be adequate to meet the Company's  liquidity  requirements for
the immediate future.

"FORWARD-LOOKING STATEMENTS"

This section  includes  certain  forward-looking  statements about the Company's
business and new products, sales,  expenditures and cost savings,  effective tax
rate  and  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
Report on form 10-K for the year 1995. Additional risk factors are as follows:

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










<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
               Exhibit  (10.28.1)  Amendment  to  Employment  Agreement  between
                    Robert Holland Jr. and the Company


          (b)  No  reports  on Form 8-K were  filed  during  the  quarter  ended
               September 28, 1996, for which this report is filed.










































<PAGE>



SIGNATURES

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




                                    BEN & JERRY'S HOMEMADE, INC.



DATE: November 12, 1996             BY: /s/Frances Rathke
                                           --------------
                                    Frances Rathke, Chief Financial Officer
                                    and Secretary/Treasurer