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:
                  June 27, 1998                               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.  6,280,426 shares of
Class A Common Stock and 856,557  shares of Class B Common Stock  outstanding as
of August 5, 1998.



<PAGE>






                                             INDEX



         PART I: FINANCIAL INFORMATION                        PAGE NO.

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

                  Condensed Consolidated Statements of Income
                           Thirteen and twenty-six weeks ended
                           June 27, 1998 and June 28, 1997                3

                  Condensed Consolidated Statements of Cash Flows
                           Twenty-six weeks ended June 27, 1998
                           and June 28, 1997                              4

                  Notes to Condensed Consolidated Financial Statements  5-6

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


         PART II: OTHER INFORMATION

                  Item 4 - Submission of Matters to a Vote of
                           Security Holders                              12

                  Item 5 - Other Information                             13

                  Item 6 - Exhibit and Reports on Form 8-K               14


         SIGNATURES                                                      15



<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 three and six month periods ended June
27, 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.  Certain prior period
amounts have been reclassified for comparative purposes.

2. INVENTORIES

                                                      June 27,      December 27,
                                                         1998              1997
                                                         ----              ---- 
Ice cream, frozen yogurt, sorbet and ingredients       $15,797          $10,294
Paper goods                                                524              536
Food, beverage and gift items                              301              292
                                                           ---              ---
            Total                                      $16,622          $11,122
                                                       =======          =======

3. ACCOUNTS PAYABLE AND ACCRUED EXPENSES


                                                      June 27,      December 27,
                                                         1998              1997
                                                         ----              ----
Trade accounts payable                                 $ 6,414          $ 3,832
Accrued expenses                                        11,724           10,313
Accrued payroll and related costs                        2,616            2,076
Accrued promotional costs                                8,893            3,581
Accrued marketing costs                                  3,027            2,230
Accrued insurance expense                                1,542            1,234
Income taxes payable                                     2,096
                                                         -----            -----
                                                       $36,312          $23,266
                                                       =======          =======



<PAGE>



                          BEN & JERRY'S HOMEMADE, INC.
                    Form 10-Q for quarter ended June 27, 1998

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.

Total  comprehensive  income for the thirteen weeks ended June 27, 1998 amounted
to  $2,128,000  compared  to  $1,739,000  for the same  period  in  1997.  Total
comprehensive  income for the  twenty-six  weeks ended June 27, 1998 amounted to
$2,511,000 compared to $681,000 for the same period in 1997.


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 requirements 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.

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>



           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  Condensed  Consolidated  Statements of Income and
the  percentage  increase  (decrease)  of such  items as  compared  to the prior
period:

<TABLE>
<CAPTION>


                                           Percentage of Net Sales
                                   Thirteen Weeks          Twenty-Six Weeks       Percentage Increase (Decrease)
                                         Ended                  Ended                   1998 Compared to 1997
                                         -----                  -----                   ---------------------
                                June 27,   June 28,     June 27,    June 28,     Thirteen Weeks    Twenty-Six Weeks
                                    1998       1997         1998        1997             Ended               Ended
                                 -------   --------      -------     -------             -----               -----
     <S>                          <C>        <C>          <C>         <C>                 <C>                 <C>  
     Net sales                    100.0%     100.0%       100.0%      100.0%              15.9%               15.5%
     Cost of sales                 64.0%      62.2%        65.0%       66.4%              19.2%               13.0%
                                 ------      ------       ------      ------            -------             -------
     Gross profit                  36.0%      37.8%        35.0%       33.6%              10.5%               20.5%

     Selling, general and
       administrative expenses     30.4%      31.6%        31.1%       31.8%              11.2%               13.3%
                                  ------     ------       ------      ------              ------             ------
     Operating income               5.6%       6.2%         3.9%        1.8%               6.5%              146.9%

     Other income (expense)         0.0%     - 0.7%         0.0%      - 0.5%             100.6%              111.8%
                                   -----    -------        -----       -----           --------             -------
     Income before income taxes     5.6%       5.5%         3.9%        1.3%              18.5%              256.5%

     Income taxes                   2.0%       2.1%         1.4%        0.5%              12.3%              237.8%
                                  ------    -------       ------      ------             ------              ------
     Net income                     3.6%       3.4%         2.5%        0.8%              22.3%              268.0%
                                  ======    =======       ======      ======             ======            ========

</TABLE>





Thirteen Weeks Ended June 27, 1998 and June 28, 1997

Net Sales

Net sales for the thirteen  weeks ended June 27, 1998  increased  15.9% to $58.7
million  compared to $50.7  million  for the same  period in 1997.  Sales of the
Company's domestic pint products increased 5.0% with the original ice cream line
providing  the majority of the  increase.  This 5.0% increase was comprised of a
volume  increase of 4.0% and a price  increase of  approximately  1.0% which was
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.

Packaged  sales  (primarily  pints)  represented  78% of total  net sales in the
second quarter of 1998 and 84% of total net sales in the second quarter of 1997.
Net sales of 2 1/2 gallon bulk containers

<PAGE>

represented  approximately  10% of total net sales in the second quarter of 1998
and 9% of total net sales in the second  quarter  of 1997.  Net sales of novelty
products  (including  single servings)  accounted for approximately 12% of total
net sales in this period in 1998 and 7% of total net sales in 1997.

Cost of Sales and Gross Profit

Cost of sales in the second quarter of 1998 increased  approximately  $6 million
or 19.2% over the same period in 1997 and overall  gross  profit as a percentage
of net sales was 36.0% in the second quarter of 1998 as compared to 37.8% in the
comparable period last year. The lower gross profit as a percentage of net sales
resulted from substantial  increases in dairy commodity costs and  manufacturing
costs associated with new products,  partially offset by favorable manufacturing
variances resulting from better plant utilization due to higher volumes.

The Company  experienced  significant  increases  in dairy  prices in the second
quarter of 1998  compared to the same  period  last year.  In response to higher
dairy costs the Company  instituted a 3.3% price increase for its packaged pints
and a 4.3% price  increase for its 2 1/2 gallon Bulk  containers  effective July
15, 1998.  If dairy  commodity  prices  continue to rise to much higher  levels,
there is the  possibility  that these  costs will not be passed on to  customers
which will  negatively  impact  future  gross profit  margins.  See Risk Factors
referred to in the "Forward-Looking Statements" section.

Selling, General and Administrative Expenses

Selling, general and administrative expenses increased 11.2% to $17.8 million in
the  second  quarter  of 1998  from $16  million  for the same  period  in 1997.
Selling,  general  and  administrative  expenses  were 30.4% of net sales in the
second quarter of 1998 as compared to 31.6% for the comparable period last year.
The decrease as a percentage of net sales is due to  calculating  the percentage
on a higher net sales base.  The $1.8  million  dollar  increase  is  attributed
primarily to increased  sales and marketing  expenses to support the launch of a
new line of  premium  plus ice  cream  under the name of  Newman's  Own (TM) All
Natural Ice Cream, and increased international costs.

Other Income (Expense)

Interest income  increased  $70,000 in the second quarter of 1998 as compared to
the same period in the prior year.  Interest  expense  decreased  $46,000 in the
second  quarter of 1998 as compared to the same period in the prior year.  Other
expense  decreased  $201,000  as  compared  to the same period in the prior year
primarily due to a decrease in losses  associated  with asset  dispositions  and
foreign currency exchange.

Income Taxes

Income taxes increased  approximately  $131,000 primarily due to the increase in
income.  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

As a  result  of the  foregoing,  net  income  for the  second  quarter  of 1998
increased  22.3% to $2.1 million from $1.7  million,  for the second  quarter of
1997. Net income was 3.6% of net sales in the second quarter of 1998 compared to
3.4% in 1997.  Diluted net income per share  increased  16.7% to $.28 per common
share for the second  quarter of 1998  compared  to $.24  diluted net income per
common share for the second quarter of 1997.


Twenty-Six Weeks Ended June 27, 1998 and June 28, 1997

Net Sales

Net sales for the twenty-six weeks ended June 27, 1998 increased 15.5% to $100.3
million  compared to $86.8  million  for the same  period in 1997.  Sales of the
Company's domestic pint products increased 7.0% with the original ice cream line
providing  the majority of the  increase.  This 7.0% increase was comprised of a
volume  increase of 5.0% and a price  increase of  approximately  2.0% which was
effective  in April 1997.  Also  contributing  to the  increase in sales for the
first half of 1998 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.

Packaged sales (primarily pints) represented 82% of total net sales in the first
half of 1998 and 85% of total net sales in the first half of 1997.  Net sales of
2 1/2 gallon bulk containers represented  approximately 9% of total net sales in
the first half of 1998 and 1997. Net sales of novelty products (including single
servings)  accounted for  approximately  9% of total net sales in this period in
1998 and 6% of total net sales in 1997.

Cost of Sales and Gross Profit

Cost of sales in the first half of 1998 increased  approximately $7.5 million or
13.0% over the same period in 1997 and overall  gross profit as a percentage  of
net sales was 35.0% in 1998 as  compared to 33.6% for the  comparable  period in
1997.  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  partially offset by higher dairy
commodity  costs  and  manufacturing  costs  associated  with new  products.  In
addition,  in the  first  half of 1997,  the  Company  provided  for  additional
reserves for potential product  obsolescence.  In 1998,  additional reserves for
product obsolescence were not necessary.

The Company experienced  significant  increases in dairy prices in the first six
months of 1998  compared  to the same  period  last year.  In response to higher
dairy costs the Company  instituted a 3.3% price increase for its packaged pints
and a 4.3% price  increase for its 2 1/2 gallon Bulk  containers  effective July
15, 1998.  If dairy  commodity  prices  continue to rise to much higher  levels,
there is the

<PAGE>

possibility  that these costs will not be passed on to customers
which will negatively  impact future gross profit  margins.  See Risk Factors in
the "Forward-Looking Statements" section.

Selling, General and Administrative Expenses

Selling,  general and  administrative  expenses increased 13.3% to $31.3 million
for the first six months of 1998 from $27.6 million for the same period in 1997.
Selling,  general and  administrative  expenses  were 31.2% of net sales for the
first six months of 1998 as compared to 31.8% for the same period last year. The
$3.7 million increase is attributed to increased sales and marketing expenses to
support  the  launch of a new line of premium  plus ice cream  under the name of
Newman's Own (TM) All Natural Ice Cream and increased international costs.


Other Income (Expense)
Interest income increased  $218,000 for the first six months 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  $81,000  for the first six  months  of 1998 as  compared  to the same
period in the prior year.  Other  expense  decreased for the first six months of
1998 from $224,000 in the prior year to $2,000 in 1998. This is primarily due to
a decrease in losses  associated with asset  dispositions  and foreign  currency
exchange.

Income Taxes

Income taxes increased  approximately  $994,000 primarily due to the increase in
income.  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.

Net Income

As a result of the  foregoing,  net income for the first half of 1998  increased
268.0% to $2.5 million from $682,000 for the same period in 1997. Net income was
2.5% of net sales in the first half of 1998 compared to 0.8% for the same period
in 1997. Diluted net income per share increased to $.33 per common share for the
first half of 1998 as compared to $.09 per share for the same period in 1997.

Liquidity and Capital Resources

As of June 27, 1998 the Company had $51.7 million of cash and cash  equivalents,
an increase of $4.4  million  since  December  27,  1997.  Net cash  provided by
operations  in the  first  half of 1998 was  $9.5  million.  Approximately  $5.1
million was used for additions to property,  plant and equipment,  primarily for
equipment  upgrades at the  Company's  manufacturing  facilities,  and leasehold
improvement costs related to Company owned scoop shop locations in Europe.

<PAGE>

Since December 27, 1997, trade receivables,  and the sum of accounts payable and
accrued  expenses  have  increased  $2.2 million and $13 million,  respectively.
These increases reflect the seasonality of the Company's  business and increased
sales and marketing  expenses.  Inventories  have  increased  $5.5 million since
December  27,  1997.  This  increase  reflects  seasonally  higher raw  material
inventories and increased finished good inventories.

The Company  anticipates other capital  expenditures in the remainder of 1998 of
approximately  $4.0 million.  These additional  projected  capital  expenditures
relate to equipment  upgrades and  enhancements  at the Company's  manufacturing
facilities and leasehold  improvement  costs related to Company owned scoop shop
locations in Europe.

During the six months ended June 27, 1998 the Company  repurchased 20,000 shares
for  approximately  $364,000,  of the Company's Class A common stock pursuant to
the repurchase program as announced May 8, 1997 for use in connection with stock
option  awards under the 1995 Equity  Incentive  Plan.  As of August 5, 1998 the
Company has  repurchased an additional  102,500  shares for $2.0 million.  These
transactions,  together with earlier repurchases of 77,500 shares,  complete the
repurchase of the 200,000 shares authorized under this program.

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  providing an aggregate of $20,000,000  with
The First  National  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  bank's  Base Rate or the  Eurodollar  rate plus a
maximum of 1.25%.  As of August 11, 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 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 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's  Annual Report on Form 10-K for the
year 1997.



<PAGE>




ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
      The Company's  1998 Annual Meeting of  Stockholders  was held on Saturday,
June 27, 1998. The stockholders  voted to (1) fix the number of directors at ten
and to elect one class of three  directors to serve for one year expiring at the
1999 Annual Meeting of Shareholders, one class of three directors to serve for a
two year term expiring in 2000,  and one class of four  directors to serve for a
three year term expiring in 2001; and in each case,  until their  successors are
elected  and  qualified.  (2) and ratify the  selection  of Ernst & Young LLP as
independent auditors for the 1998 fiscal year.


(1)      The tabulation of votes for the nominees for directors were as follows:

Class A Directors, term expires at the Annual Meeting of shareholders 1999:

                                                 For                  Withheld
                                                 ---                  --------

         Elizabeth Bankowski                     12,633,422            397,868
         Jeffrey Furman                          12,078,802            952,488
         Henry Morgan                            12,633,822            397,468

Class B Directors, term expires at the Annual Meeting of Shareholders 2000:

         Pierre Ferrari                          12,635,326            395,964
         Jerry Greenfield                        12,634,323            396,967
         Frederick A. Miller                     12,634,539            396,751

Class C Directors,  term expires at the Annual Meeting of Shareholders 2001:

         Ben Cohen                               12,635,310            395,980
         Jennifer Henderson                      12,634,026            397,264
         Perry D. Odak                           12,635,439            395,851
         Andrew S. Patti                         12,635,439            395,851

(2)  The  vote  on the  appointment  of  Ernst  &  Young  LLP  as the  Company's
independent  auditors for 1998 was 12,988,092 for;  21,023 against;  with 22,174
abstaining.



<PAGE>



                              ITEM 5 - OTHER ITEMS

         Under the Company's  By-laws,  stockholders who wish to make a proposal
at the 1999  Annual  Meeting - other than one that will be included by the Board
of  Directors  in the  Company's  proxy  materials  - must notify the Company no
earlier  than 120 days before the 1999 Annual  Meeting and no later than 75 days
prior to the 1999 Annual  Meeting.  Under recent changes to Federal proxy rules,
if a  stockholder  who  wishes to present  such a  proposal  fails to notify the
Company by 75 days  prior to the 1999  Annual  Meeting,  then the  proxies  that
management  solicits  for the 1999 Annual  Meeting  will  include  discretionary
authority  to vote on the  stockholder's  proposal,  in the event it is properly
brought before the meeting notwithstanding the Company's By-laws.


<PAGE>






ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K

      (a)  Exhibit (11) Statement Re: Computation of Net Income Per Common Share
           Exhibit (27) Financial Data Schedule

      (b)  A report on Form 8-K was filed April 1, 1998,  to reflect  amendments
           to the By-laws as adopted March 31, 1998.




<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:  August 11, 1998                  BY: /s/Frances Rathke
                                               --------------
                                        Frances Rathke, Chief Financial Officer
                                        and Secretary



<PAGE>


                          BEN & JERRY'S HOMEMADE, INC.

                      CONDENSED CONSOLIDATED BALANCE SHEETS

                                     ASSETS
                                 (In thousands)


<TABLE>
<CAPTION>
                                                                           June 27,       December 27,
                                                                             1998             1997
                                                                         --------------   --------------
                                                                          (Unaudited)        (Note)

<S>                                                                           <C>              <C> 
Current assets:    
     Cash and cash equivalents                                                $ 51,674         $ 47,318
     Investments                                                                   485              481
     Trade accounts receivable:
       (less allowance of $1,009 in 1998
        and $1,066 in 1997 for doubtful accounts)                               14,961           12,710
     Inventories                                                                16,622           11,122
     Deferred income taxes                                                       8,394            6,071
     Prepaid expenses and other current assets                                   2,326            2,378
                                                                         --------------   --------------                           
       Total current assets                                                     94,462           80,080

Property, plant and equipment, net                                              63,910           62,724
Investments                                                                        200            1,061
Other assets                                                                     3,078            2,606
                                                                         --------------   --------------                          
                                                                             $ 161,650        $ 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>

                                                                           June 27,       December 27,
                                                                             1998             1997                                 
                                                                         --------------   --------------                            
                                                                           (Unaudited)        (Note)
<S>                                                                           <C>              <C>  
Current liabilities:   
     Accounts payable and accrued expenses                                    $ 36,312         $ 23,266
     Current portion of long-term debt and
       obligations under capital leases                                          5,392            5,402
                                                                         --------------   --------------                            
     Total current liabilities                                                  41,704           28,668

Long-term debt and obligations under capital leases                             25,488           25,676

Deferred income taxes                                                            5,106            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: 6,522,821 at June 27, 1998
       and 6,494,835 at December 27, 1997                                          215              214
     Class B common stock - $.033 par value; authorized
       3,000,000 shares; issued:  858,723 at June 27, 1998
       and 866,664 at December 27, 1997                                             28               29
     Additional paid-in-capital                                                 49,967           49,681
     Retained earnings                                                          41,596           39,086
     Cumulative translation adjustment                                            (128)            (129)
     Treasury stock, at cost: 144,532 Class A and 1,092 Class B
       shares at June 27, 1998 and  124,532 Class A
       and 1,092 Class B shares at December 27, 1997                            (2,327)          (1,963)
                                                                         --------------   --------------
       Total stockholders' equity                                               89,352           86,919
                                                                         --------------   --------------
                                                                             $ 161,650        $ 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 INCOME

                                   (Unaudited)

                     (In thousands except per share amounts)



<TABLE>
<CAPTION>

                                              For the Thirteen weeks ended              For the Twenty-six weeks ended

                                              June 27,           June 28,               June 27,             June 28,
                                                1998               1997                   1998                 1997
                                          -----------------  ------------------     ------------------  -------------------

<S>                                               <C>                 <C>                     <C>                   <C>   
Net sales                                         $ 58,749            $ 50,701                100,305               86,849

Cost of sales                                       37,596              31,551                 65,188               57,696
                                          -----------------  ------------------     ------------------  -------------------

Gross profit                                        21,153              19,150                 35,117               29,153

Selling, general and
     administrative expenses                        17,827              16,027                 31,250               27,588
                                          -----------------  ------------------     ------------------  -------------------

Operating income                                     3,326               3,123                  3,867                1,565

Interest income                                        477                 407                  1,030                  812
Interest expense                                      (458)               (504)                  (973)              (1,054)
Other income (expense), net                            (17)               (218)                    (2)                (223)
                                          -----------------  ------------------     ------------------  -------------------
                                                         2                (315)                    55                 (465)
                                          -----------------  ------------------     ------------------  -------------------



Income before income taxes                           3,328               2,808                  3,922                1,100

Income taxes                                         1,198               1,067                  1,412                  418
                                          -----------------  ------------------     ------------------  -------------------
Net income                                         $ 2,130             $ 1,741                $ 2,510                $ 682
                                          =================  ==================     ==================  ===================


Shares Outstanding:
         Basic                                       7,245               7,274                  7,244                7,236
         Diluted                                     7,546               7,337                  7,498                7,300

Basic income per common share                       $ 0.29              $ 0.24                 $ 0.35               $ 0.09
Diluted income per common share                     $ 0.28              $ 0.24                 $ 0.33               $ 0.09



</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 Twenty-six weeks ended

                                                                            June 27,            June 28,
                                                                              1998                1997
                                                                         ----------------    ----------------

      <S>                                                                        <C>                   <C>  
      Net income                                                                 $ 2,510               $ 682
      Adjustments to reconcile net income to net
      cash provided by operating activities:
           Depreciation and amortization                                           3,966               3,895
           Provision for bad debts                                                     0                 355
           Deferred income taxes                                                  (2,425)             (1,506)
           Loss on disposition of assets                                              89                  45
      Changes in operating assets and liabilities:
           Accounts receivable                                                    (2,777)             (9,019)
           Inventories                                                            (5,500)              1,959
           Prepaid expenses                                                         (599)               (152)
           Accounts payable and accrued expenses                                  10,950              10,267
           Income taxes payable/receivable                                         3,273               1,916
                                                                         ----------------    ----------------
      Net cash provided by operating activities                                    9,487               8,442


      Additions to property, plant and equipment                                  (5,116)             (1,810)
      Changes in other assets                                                       (597)               (157)
      Decrease (increase) in investments                                             857                 (41)
                                                                         ----------------    ----------------
      Net cash used for investing activities                                      (4,856)             (2,008)


      Repayments of long-term debt and capital leases                               (198)               (265)
      Repurchase of common stock                                                    (364)
      Proceeds from issuance of common stock                                         286                 951
                                                                         ----------------    ----------------
      Net cash provided by (used for) financing activities                          (276)                686

      Effect of exchange rate changes on cash                                          1                  (1)
                                                                         ----------------    ----------------
      Increase in cash and cash equivalents                                        4,356               7,119

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

      Cash and cash equivalents at end of period                                $ 51,674            $ 43,223
                                                                         ================    ================
</TABLE>

                See notes to condensed consolidated financial statements.

                                          - 4 -