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 26, 1999                                       0-13544


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


           VERMONT                                                    03-0267543
           (State of incorporation)         (I.R.S. Employer Identification No.)

          30 Community Drive
          South Burlington, Vermont                                   05403-6828
          (Address of principal executive offices)                    (Zip code)

               Registrant's telephone number, including area code:

                                 (802) 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.  6,381,502  shares of Class A
Common Stock and 804,565 shares of Class B Common Stock outstanding as of August
6, 1999.

<PAGE>

                          BEN & JERRY'S HOMEMADE, INC.
                                      INDEX



PART I: FINANCIAL INFORMATION                                           PAGE NO.

Consolidated Balance Sheets as of
June 26, 1999 and December 26, 1998............................................1

Consolidated Statements of Income for the
Thirteen and twenty-six weeks ended
June 26, 1999 and June 27, 1998................................................3

Consolidated Statements of Cash Flows for the
Twenty-six weeks ended June 26, 1999
and June 27, 1998..............................................................4

Notes to Consolidated Financial Statements.....................................5

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


PART II: OTHER INFORMATION

Item 4 - Submission of Matters to a Vote of Security Holders..................17

Item 5 - Other Information....................................................18

Item 6 - Exhibit and Reports on Form 8-K......................................19


SIGNATURES....................................................................20


Exhibit 11....................................................................21
<PAGE> - 1 -

<TABLE>
<CAPTION>

                         BEN & JERRY'S HOMEMADE, INC.
                           CONSOLIDATED BALANCE SHEETS
                                     ASSETS
                                 (In thousands)

                                                                        June 26,     December 26,
                                                                           1999             1998
                                                                      ----------    ------------
                                                                      (Unaudited)      (Note)
<S>                                                                    <C>              <C>
Current assets:
     Cash and cash equivalents                                          $ 21,777         $ 25,111
     Short term investments                                               24,003           22,118
     Trade accounts receivable:
       (less allowance of $1,111 in 1999
        and $979 in 1998 for doubtful accounts)                           27,807           11,338
     Inventories                                                          16,735           13,090
     Deferred income taxes                                                 8,299            7,547
     Prepaid expenses and other current assets                             2,199            3,105
                                                                       ---------         --------
       Total current assets                                              100,820           82,309

Property, plant and equipment, net                                        63,909           63,451
Investments                                                                  306              303
Other assets                                                               5,635            3,438
                                                                       ---------        ---------
                                                                       $ 170,670        $ 149,501
                                                                       =========        =========
</TABLE>

Note:  The balance  sheet at December 26, 1998 has been derived from the audited
financial  statements  at that date but does not include all of the  information
and footnotes required by generally accepted accounting  principles for complete
financial statements.

See notes to consolidated financial statements.

<PAGE> - 2 -



                          BEN & JERRY'S HOMEMADE, INC.
                           CONSOLIDATED BALANCE SHEETS
                       LIABILITIES & STOCKHOLDERS' EQUITY
                        (In thousands except share data)
<TABLE>
<CAPTION>
                                                                        June 26,     December 26,
                                                                           1999             1998
                                                                      ----------     ------------
                                                                      (Unaudited)       (Note)
<S>                                                                    <C>              <C>
Current liabilities:
     Accounts payable and accrued expenses                              $ 43,477         $ 28,662
     Current portion of long-term debt and
       obligations under capital leases                                   $5,825            5,266
                                                                        --------         --------
     Total current liabilities                                            49,302           33,928

Long-term debt and obligations under capital leases                       21,664           20,491

Deferred income taxes                                                      4,180            4,174

Stockholders' equity:
     $1.20 noncumulative Class A preferred stock - par value
       $1.00 per share, redeemable at $12.00 per share;
       900 shares authorized, issued and outstanding;
       aggregated preference on liquidation - $9                               1                1
     Class A common stock - $.033 par value; authorized
       20,000,000 shares; issued: 6,708,282 at June 26, 1999
       and 6,592,392 at December 26, 1998                                    221              218
     Class B common stock - $.033 par value; authorized
       3,000,000 shares; issued:  807,437 at June 26, 1999
       and 824,480 at December 26, 1998                                       27               27
     Additional paid-in-capital                                           52,061           50,556
     Retained earnings                                                    49,739           45,328
     Accumulated other comprehensive loss                                   (114)            (151)
     Treasury stock, at cost: 348,506 Class A and 1,092 Class B
       shares at June 26, 1999 and  291,032 Class A
       and 1,092 Class B shares at December 26, 1998                     (6,411)          (5,071)
                                                                       ---------        ---------
       Total stockholders' equity                                         95,524           90,908
                                                                       ---------        ---------
                                                                       $ 170,670        $ 149,501
                                                                       =========        =========
</TABLE>

Note:  The balance  sheet at December 26, 1998 has been derived from the audited
financial  statements  at that date but does not include all of the  information
and footnotes required by generally accepted accounting  principles for complete
financial statements.

See notes to consolidated financial statements.

<PAGE> - 3 -

                          BEN & JERRY'S HOMEMADE, INC.
                        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 26, 1999  June 27, 1998  June 26, 1999   June 27, 1998
                                                    -------------  -------------  -------------   -------------

<S>                                                     <C>             <C>           <C>             <C>
Net sales                                                $68,172         $58,749       $118,237        $100,305

Cost of sales                                             40,555          37,596         72,532          65,188
                                                         -------         -------       --------        --------

Gross profit                                              27,617          21,153         45,705          35,117

Selling, general and
  administrative expenses                                 22,728          17,827         39,374          31,250

Other income (expense):
Interest income                                              419             477            917           1,030
Interest expense                                            (477)           (458)          (867)           (973)
Other income (expense), net                                  113             (17)           404              (2)
                                                         -------         -------       --------        ---------
                                                              55               2            454              55
                                                         -------         -------       --------        --------

Income before income taxes                                 4,944           3,328          6,785           3,922

Income taxes                                               1,730           1,198          2,374           1,412
                                                         -------         -------       --------        --------

Net income                                               $ 3,214         $ 2,130       $  4,411        $  2,510
                                                         =======         =======       ========        ========

Shares used to compute net income per common share

     Basic                                                 7,128           7,245          7,119           7,244
     Diluted                                               7,628           7,546          7,590           7,498

Net income per common share

     Basic                                               $  0.45         $  0.29       $   0.62        $   0.35
     Diluted                                             $  0.42         $  0.28       $   0.58        $   0.33

See notes to consolidated financial statements.
</TABLE>

<PAGE> - 4 -

                          BEN & JERRY'S HOMEMADE, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
                                 (In thousands)
<TABLE>
                                                                     Twenty-six weeks ended
                                                                -------------------------------
                                                                      June 26,          June 27,
                                                                         1999              1998
                                                                     --------          --------
<S>                                                                   <C>               <C>
Cash Flows From Operating Activities:
Net income                                                           $  4,411          $  2,510
Adjustments to reconcile net income to net
  cash provided by operating activities:
     Depreciation and amortization                                      4,483             3,966
     Provision for bad debts                                              116
     Deferred income taxes                                               (746)           (2,425)
     Loss on disposition of assets                                         39                89
      Changes in operating assets and liabilities:
     Accounts receivable                                              (16,674)           (2,777)
     Inventories                                                       (3,203)           (5,500)
     Prepaid expenses                                                      64              (599)
     Accounts payable and accrued expenses                             12,329            10,950
     Income taxes payable/receivable                                    2,536             3,273
                                                                     --------          --------
Net cash provided by operating activities                               3,355             9,487

Cash Flows From Investing Activities:
Additions to property, plant and equipment                             (3,588)           (5,116)
Proceeds from sale of assets                                                5
Changes in other assets                                                   (81)             (597)
Increase in investments                                                (1,888)              857
Acquisitions, net of cash acquired                                     (1,012)
                                                                     --------          --------
Net cash used for investing activities                                 (6,564)           (4,856)

Cash flows from financing activities:
Repayments of long-term debt and capital leases                          (135)             (198)
Repurchase of common stock                                             (1,524)             (364)
Proceeds from issuance of common stock                                  1,508               286
                                                                     --------          --------
Net cash used for financing activities                                   (151)             (276)

Effect of exchange rate changes on cash                                    26                 1
                                                                     --------          --------
(Decrease) increase in cash and cash equivalents                       (3,334)            4,356

Cash and cash equivalents at beginning of year                         25,111            47,318
                                                                     --------          --------

Cash and cash equivalents at end of twenty-six weeks                 $ 21,777          $ 51,674
                                                                     ========          ========

See notes to consolidated financial statements.
</TABLE>

<PAGE> - 5 -



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

1. BASIS OF PRESENTATION

The accompanying  unaudited consolidated financial statements have been prepared
in  accordance  with  generally  accepted  accounting   principles  for  interim
financial  statements and with the  instructions  to Form 10-Q and Rule 10-01 of
Regulation  S-X.  Accordingly,  they do not include all of the  information  and
footnotes  required by generally  accepted  accounting  principles  for complete
financial statements. In the opinion of management,  all adjustments (consisting
of normal recurring accruals)  considered necessary for a fair presentation have
been included.  Operating Results for the three and six month periods ended June
26, 1999 are not necessarily  indicative of the results that may be expected for
the year  ending  December  25,  1999.  For  further  information,  refer to the
financial  statements  and footnotes  thereto  included in the Company's  Annual
Report on Form 10-K for the year ended December 26, 1998.

2.   INVENTORIES

                                                      June 26,      December 26,
                                                         1999              1998
                                                      --------      ------------
     Frozen dessert products and ingredients          $15,033           $12,025
     Paper goods                                          919               524
     Food, beverage and gift items                        783               541
                                                      --------          --------
         Total                                        $16,735           $13,090
                                                      ========          ========

3.   ACCOUNTS PAYABLE AND ACCRUED EXPENSES

                                                      June 26,      December 26,
                                                         1999              1998
                                                      --------      ------------
    Trade accounts payable                            $ 9,290           $ 4,623
    Accrued expenses                                   15,859            12,552
    Accrued payroll and related costs                   3,686             3,272
    Accrued promotional costs                           7,957             4,297
    Accrued marketing costs                             5,017             2,837
    Accrued insurance expense                             673             1,081
    Income taxes payable                                  995                -
                                                      --------          --------
        Total                                         $43,477           $28,662
                                                      ========          ========

<PAGE> - 6 -


                          BEN & JERRY'S HOMEMADE, INC.
                    Form 10-Q for quarter ended June 26, 1999

4. COMPREHENSIVE INCOME

As of December  28,  1997 the  Company  adopted  Statement  No.  130,  Reporting
Comprehensive  Income  (Statement 130).  Statement 130 establishes new rules for
the reporting and display of comprehensive  income and its components;  however,
the  adoption of this  statement  had no impact on the  Company's  net income or
stockholders'  equity.  Statement 130 requires unrealized gains or losses on the
Company's   available-for-sale   securities  and  foreign  currency  translation
adjustments,  which prior to adoption were reported  separately in stockholders'
equity, to be included in other comprehensive income.

Total  comprehensive  income for the thirteen weeks ended June 26, 1999 amounted
to $3.2  million  compared to $2.1  million  for the same period in 1998.  Other
comprehensive   income   consisted  of  adjustments  for  net  foreign  currency
translation  gains in the  amounts of $27,000 and $2,000 for the  thirteen  week
periods ended June 26, 1999 and June 27, 1998, respectively. Total comprehensive
income for the  twenty-six  weeks ended June 26, 1999  amounted to $4.4  million
compared to $2.5 million for the same period in 1998. Other comprehensive income
consisted  of  adjustment  for net  foreign  currency  translation  gains in the
amounts of $37,000 and $1,000 for the  twenty-six  week  periods  ended June 26,
1999 and June 27, 1998.

5.   SEGMENT INFORMATION

As of December 28, 1997, the Company adopted the Financial  Accounting Standards
Boards' Statement of Financial  Accounting  Standards No. 131, Disclosures about
Segments of an Enterprise and Related Information (Statement 131). Statement 131
superseded FASB Statement No. 14, Financial Reporting for Segments of a Business
Enterprise. Statement 131 establishes standards for the way that public business
enterprises  report  information  about operating  segments in annual  financial
statements and requires that those enterprises report selected information about
operating segments in interim financial reports.  Statement 131 also establishes
standards for related disclosures about products and services, geographic areas,
and major  customers.  The adoption of Statement  131 did not affect  results of
operations  or  financial  position,  but did affect the  disclosure  of segment
information.

Ben & Jerry's Homemade, Inc. has one reportable segment: ice cream manufacturing
and  distribution.  The Company  manufactures  super  premium ice cream,  frozen
yogurt,  sorbet and various  ice cream  novelty  products.  These  products  are
distributed   throughout  the  United  States  primarily   through   independent
distributors and in certain countries outside the United States.

6.   BUSINESS ACQUISITION

Effective  February 26, 1999, the Company  acquired a 60% ownership  interest in
its Israeli licensee, The American Company for Ice Cream Manufacturing E.I. Ltd,
for $1 million.  The  acquisition was accounted for using the purchase method of
accounting and, accordingly, the costs of the acquisition have been allocated to
assets acquired. The excess of the acquisition costs over the fair values of the
net assets acquired was $1.7 million and has been recorded as goodwill, which is
being amortized on a straight-line basis over 15 years.

Effective  June  16,  1999  the  Company  purchased  the  assets  of  one of its
franchisees for approximately $875,000. The acquisition included two scoop shops
located in Las Vegas,  Nevada,  territory  rights and goodwill.  The  intangible
assets of $606,000 are being amortized on a straight line basis over 10 years.

<PAGE>- 7 -

7.   ADOPTION OF NEW ACCOUNTING PRONOUNCEMENTS

In March 1998,  the  Accounting  Standards  Executive  Committee  (AcSEC) issued
statement  of  Position  (SOP) No.  98-1,  Accounting  for the Costs of Computer
Software  Developed or Obtained for Internal Use. The SOP provides  guidance for
the  capitalization of certain costs incurred to develop or obtain  internal-use
software. The Company adopted this SOP effective December 27, 1998. The adoption
of the  Statement  did not have a  material  effect on the  Company's  financial
position or operating results.

In June 1998, the Financial Accounting Standards Board issued Statement No. 133,
Accounting for Derivative  Instruments and Hedging  Activities  (Statement 133).
Statement  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,  2000.  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.

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

Results of Operations

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

<TABLE>
<CAPTION>
                                            Percentage of Net Sales
                                            -----------------------
                                     Thirteen Weeks           Twenty-Six Weeks           Percentage Increase
                                         Ended                      Ended               1999 Compared to 1998
                                     --------------           ----------------          ----------------------
                                 June 26,     June 27,      June 26,      June 27,   Thirteen Weeks    Twenty-Six Weeks
                                    1999         1998          1999          1998             Ended               Ended
                                 -------      -------       -------       ------     --------------    ----------------
 <S>                              <C>          <C>           <C>           <C>                <C>                 <C>
Net Sales                        100.0%       100.0%        100.0%        100.0%             16.0%               17.9%
Cost of sales                     59.5%        64.0%         61.3%         65.0%              7.9%               11.3%
                                 ------       ------        ------        ------           -------              ------
Gross profit                      40.5%        36.0%         38.7%         35.0%             30.6%               30.2%
Selling, general and
administrative
expenses                          33.3%        30.4%         33.3%         31.1%             27.4%               26.0%
                                 ------       ------        ------        ------           -------              ------
Operating income                   7.2%         5.6%          5.4%          3.9%             47.0%               63.7%
                                 ------       ------        ------        ------           -------              ------
Other income (expense), net        0.0%         0.0%          0.3%          0.0%           2650.0%              725.5%
                                 ------       ------        ------        ------           -------              ------
Income before income taxes         7.2%         5.6%          5.7%          3.9%             48.6%               73.0%
Income taxes                       2.5%         2.0%          2.0%          1.4%             44.4%               68.1%
                                 ------       ------        ------        ------           -------              ------
Net income                         4.7%         3.6%          3.7%          2.5%             50.9%               75.7%
                                 ======       ======        ======        ======           =======              ======

</TABLE>
<PAGE>- 8 -

THIRTEEN WEEKS ENDED JUNE 26, 1999 AND JUNE 27, 1998

Net Sales

Net sales for the thirteen  weeks ended June 26, 1999  increased  16.0% to $68.2
million  compared to $58.7  million  for the same  period in 1998.  Sales of the
Company's domestic pint products increased 8.8% with the original ice cream line
providing the majority of the increase. This volume increase was combined with a
price  increase of 3.3% on pints sold to  distributors  that went into effect in
July 1998. Unit volume of 2 1/2 gallon bulk container  products  increased 26.6%
compared to the same period in 1998.

Packaged sales  (primarily  pints)  represented  approximately  78% of total net
sales in the  second  quarter  of both 1999 and 1998.  Net sales of 2 1/2 gallon
bulk containers  represented  approximately 10% of total net sales in the second
quarter  of 1999 and 8% of total net sales in the second  quarter  of 1998.  Net
sales  of  novelty   products   (including   single   servings)   accounted  for
approximately  9% of total net sales in the second quarter of 1999,  compared to
12% for the same period in 1998.  Net sales from the Company's  retail  business
represented  3% of total net sales in the second  quarter of 1999 compared to 2%
for the same quarter in 1998.

International   sales  were  $8.2  million  for  the  second  quarter  of  1999,
representing  12.1% of net sales,  as compared to $6.1 million in 1998, or 10.5%
of net sales.  The  increase in 1999 was  primarily  due to higher  sales in the
United Kingdom.

Cost of Sales and Gross profit

Cost of sales in the second quarter of 1999 increased approximately $3.0 million
or 7.9% over the same period in 1998 and overall gross profit as a percentage of
net sales  increased  to 40.5% in the  second  quarter of 1999 from 36.0% in the
comparable  period last year.  Improvements in gross profit margin are primarily
the result of a decrease in dairy costs, higher selling prices from a 3.3% price
increase   effective  in  July  1998  and  in  connection   with  the  Company's
distribution redesign in 1999, and improved efficiencies in the plants.

Selling, General and Administrative Expenses

Selling, general and administrative expenses increased 27.4% to $22.7 million in
the  second  quarter  of 1999 from $17.8  million  for the same  period in 1998.
Selling,  general  and  administrative  expenses  as a  percentage  of net sales
increased  to 33.3% in the second  quarter of 1999 as  compared to 30.4% for the
comparable period last year. The increase in selling, general and administrative
expenses primarily reflects increased  marketing and selling expenses related to
the Company's  earlier  restructuring of its  distribution  system and increased
radio  advertising.  In addition,  the Company is investing  more heavily in its
international  operations,  most notably in the United Kingdom, Japan and Israel
(where the Company made the previously disclosed majority equity investment), in
order to capitalize on further opportunities to grow its ice cream sales outside
the United States.  Selling,  general and  administrative  expenses also reflect
increased  salaries,  recruiting and training  expenses related to building more
infrastructure to manage its business.


<PAGE>- 9 -


Other Income (Expense)

Other income increased in the second quarter of 1999 to $113,000 from an expense
of $17,000 in 1998.  This  increase  is  primarily  related to foreign  currency
exchange gains.  Interest income decreased $58,000 in the second quarter of 1999
as  compared to the same  period in the prior  year.  This  decrease in interest
income  was due to a lower  average  invested  balance  throughout  the  period.
Interest expense  increased $19,000 in the second quarter of 1999 as compared to
the  same  period  in  the  prior  year.  This  is due to an  increase  in  debt
outstanding related to the Company's 60% investment in its Israeli licensee.

Income Taxes

The Company's  recorded income tax expense during the second quarter of 1999 was
$1.7 million compared to $1.2 million in the second quarter of 1998.  Management
anticipates an effective  income tax rate of 35% in 1999 compared to 36% in 1998
based upon the expected geographic mix of earnings.

Net Income

Net income for the second  quarter  of 1999 was $3.2  million  compared  to $2.1
million in 1998.  Net income as a percentage of net sales was 4.7% in the second
quarter  of 1999  compared  to net  income  of 3.6% of net  sales in the  second
quarter of 1998.  Diluted net income per share was $.42 per common share for the
second quarter of 1999 compared to a diluted net income per common share of $.28
for the second quarter of 1998.

Twenty-Six Weeks Ended June 26, 1999 and June 27, 1998

Net Sales

Net sales for the twenty-six weeks ended June 26, 1999 increased 17.9% to $118.2
million  compared to $100.3  million  for the same  period in 1998.  Pint volume
increased  12.4%  compared  to the same  period  in 1998,  which  was  primarily
attributable  to the Company's  original line of products.  This volume increase
was combined with a price  increase of 3.3% on pints sold to  distributors  that
went into  effect in July  1998.  Unit  volume of 2 1/2  gallon  bulk  container
products increased 25.0% compared to the same period in 1998

Packaged sales (primarily pints) represented 82% of total net sales in the first
half of 1999 and 1998.  Net sales of 2 1/2 gallon  bulk  containers  represented
approximately  9% of total net sales in the first half of 1999  compared to 7.0%
in 1998. Net sales of novelty products (including single servings) accounted for
approximately 7% of total net sales in the first half of 1999, compared to 9% in
1998. Net sales from the Company's  retail business  represented 2% of total net
sales in the first half of 1999 and 1998.

International sales were $11.7 million for the first half of 1999,  representing
9.9% of net sales,  as compared to $8.0  million in 1998,  or 8.0% of net sales.
The increase in 1999 was primarily due to higher sales to the United Kingdom.



<PAGE>- 10 -



Cost of Sales and Gross Profit

Cost of sales in the first half of 1999 increased  approximately $7.3 million or
11.3% over the same period in 1998 and overall  gross profit as a percentage  of
net sales was 38.7% in 1999 as  compared to 35.0% for the  comparable  period in
1998.  The higher gross profit as a percentage of net sales  primarily  resulted
from increases in selling  prices from a 3.3% price  increase  effective in July
1998 and in connection with the Company's  distribution redesign in 1999, better
plant utilization due to higher production volumes, and improved efficiencies in
the plants.

Selling, General and Administrative Expenses

Selling,  general and  administrative  expenses increased 26.0% to $39.4 million
for the first six months of 1999 from $31.3 million for the same period in 1998.
Selling,  general  and  administrative  expenses  as a  percentage  of net sales
increased from 31.1% in 1998 to 33.3% in 1999. The increase in selling,  general
and administrative  expenses primarily reflects increased  marketing and selling
expenses  related to the Company's  earlier  restructuring  of its  distribution
system and increased radio  advertising.  In addition,  the Company is investing
more  heavily  in its  international  operations,  most  notably  in the  United
Kingdom,  Japan and Israel  (where the  Company  made the  previously  disclosed
majority equity investment),  in order to capitalize on further opportunities to
grow its ice cream  sales  outside  the  United  States.  Selling,  general  and
administrative expenses also reflect increased salaries, recruiting and training
expenses related to building more infrastructure to manage its business.

Other Income (Expense)

Other income  increased in the first half of 1999 to $404,000 from an expense of
$2,000 in 1998. This increase is primarily  related to foreign currency exchange
gains. Interest income decreased to $917,000 for the first half of 1999 compared
to $1.0 million for the same period in the prior year. This decrease in interest
income  was due to a lower  average  invested  balance  throughout  the  period.
Interest expense decreased $106,000 for the first six months of 1999 as compared
to the  same  period  in the  prior  year  due to the $5  million  Senior  Notes
Principal payment made in September 1998 partially offset by interest expense on
increased debt outstanding  acquired in the Company's 60% owned Israeli licensee
starting in March 1999.

Income Taxes

The Company's recorded income tax expense during the first half of 1999 was $2.4
million  compared  to  $1.4  million  in the  first  half  of  1998.  Management
anticipates an effective  income tax rate of 35% in 1999 compared to 36% in 1998
based upon the expected geographic mix of earnings.

Net Income

Net income for the first half of 1999 was $4.4 million  compared to $2.5 million
in 1998.  Net income as a percentage  of net sales was 3.7% in the first half of
1999  compared  to net  income of 2.5% of net  sales in the first  half of 1998.
Diluted  net income  per share was $.58 per  common  share for the first half of
1999  compared  to a diluted  net income per common  share of $.33 for the first
half of 1998.

The  results  from the first six months are not  necessarily  indicative  of the
results for the full year 1999.



<PAGE>- 11 -



Liquidity and Capital Resources

As of June 26, 1999, the Company had $45.8 million of cash, cash equivalents and
short term  investments,  a $1.4 million  decrease  since December 26, 1998. Net
cash  provided by operations  in the first half of 1999 was  approximately  $3.2
million.  Uses of cash included increases in accounts receivable and inventories
of $16.7 million and $3.2 million  respectively,  repurchase of Company stock of
$1.5  million,  and  additions to property  plant and  equipment,  primarily for
equipment upgrades at the Company's manufacturing  facilities,  of $3.7 million.
Partially  offsetting these uses of cash was an increase in accounts payable and
accrued  expenses of $12.3  million.  In  addition,  the Company  acquired a 60%
interest in its Israeli licensee for $1 million in February, 1999. Cash acquired
in the transaction was $858,000.  In June 1999, the Company  acquired the assets
of one its franchisees, which included Las Vegas Nevada territory rights and two
scoop shops, for approximately $875,000.

Since  December  26, 1998,  trade  accounts  receivable  and the sum of accounts
payable and accrued  expenses have  increased  $16.7 million and $12.3  million,
respectively.  The increase in accounts  receivable  is due to  increased  sales
during the summer months  combined  with a  contractual  change in the Company's
distribution  agreement with Dreyers Grand Ice Cream  effective in January 1999,
which  altered the payment  terms from 14 to 28 days.  The  increase in accounts
payable and accrued expenses  reflect the seasonality of the Company's  business
and increased  sales and marketing  expenses.  Inventories  have  increased $3.2
million since December 26, 1998. This increase  reflects  seasonally  higher raw
material inventories and increased finished good inventories.

The  Company  anticipates  capital  expenditures  in the  remainder  of  1999 of
approximately $6.3 million.  Most of these projected capital expenditures relate
to  equipment   upgrades  and   enhancements  at  the  Company's   manufacturing
facilities,  computer related  expenditures and corporate space expansion at its
headquarters.

The Company's short and long term debt includes $25 million aggregate  principal
amount of Senior Notes issued in 1993 and 1994. The first  principal  payment of
$5 million was paid in September 1998 and the remaining  principal is payable in
annual installments through 2003.

During the six months  ended June 26,  1999 the Company  repurchased  a total of
68,000  shares of the  Company's  Class A common  stock for  approximately  $1.5
million.  The repurchase  program  announced in September,  1998  authorized the
Company  to  purchase  shares  of the  Company's  Class A Common  Stock up to an
aggregate cost of $5 million for use for general corporate purposes.

The Company has  available  two $10 million  unsecured  working  capital line of
credit agreements with two banks. Interest on borrowings under the agreements is
set at the banks' base rate or at LIBOR plus a margin based on a  pre-determined
formula.  No amounts were  borrowed  under these or any bank  agreements  during
1999. The working  capital line of credit  agreements  expire December 23, 2001.
Management  believes that internally  generated  funds,  cash currently on hand,
investments  held in marketable  securities and equipment lease financing and/or
borrowings  under the  Company's  two  unsecured  bank  lines of credit  will be
adequate to meet anticipated operating and capital requirements.



<PAGE>- 12 -



Year 2000 Readiness Disclosure

Background of Year 2000 Issues.  The "Year 2000" issue is the result of computer
systems  and  software  programs  using two rather  than four digits to define a
year.  As a result,  computer  systems  that have date  sensitive  software  may
recognize a date using "00" as the year 1900  rather than the year 2000.  Unless
remedied, the Year 2000 issue could result in system failures,  miscalculations,
and the inability to process necessary  transactions or engage in similar normal
business  activities.  In addition to computer  systems and software,  equipment
using embedded chips, such as manufacturing and telephone equipment,  could also
be at risk.

State of Readiness.  The Company has developed,  and is implementing a Year 2000
plan to address Year 2000 issues.  The plan focuses on the following three broad
categories:  (a) information  technology systems;  (b) manufacturing  facilities
including  embedded  technology;  and (c) external  noncompliance  by customers,
distributors, suppliers and other business partners.

The Company has  completed  the  inventory  and  assessment of the core software
applications  and hardware  infrastructure.  The  remediation and testing of the
Company's  software and hardware  deficiencies  caused by the Year 2000 issue is
substantially complete. The financial,  human resources and payroll systems have
been  upgraded  and tested.  The repair of the  manufacturing  and  distribution
systems is  approximately  ninety  percent  complete;  testing and validation of
these  systems is scheduled to be  completed in the third  quarter of 1999.  The
Company's communications and networking equipment was upgraded and tested during
the second quarter of 1999.

The Company has completed a detailed assessment of its manufacturing  facilities
and embedded  chip  technology.  The testing and  remediation  of equipment  and
software  systems  known to have  possible  Year 2000  issues  is  substantially
complete.  The  replacement  of the  remaining  equipment  and software has been
scheduled  for  after  the peak  summer  production  schedule  to  minimize  the
operational impact.

A critical step in this project is the  coordination of Year 2000 readiness with
third parties.  The Company is  communicating  with its  significant  suppliers,
distributors  and  customers  to  determine  the extent to which the  Company is
vulnerable  if the third  parties fail to resolve  their Year 2000  issues.  The
Company  will  continue  to assess  and work with all of its major  partners  to
understand the associated risks and plan for contingencies.

Risks Related to Year 2000 Issues.  The Company presently believes that the Year
2000 issue will not pose significant  operational problems and that the internal
Year 2000  issues  will be  resolved  in a timely  manner.  However,  the future
compliance  of Year 2000  processing  within the Company is  dependent  upon key
personnel,  vendor software,  vendor  equipment and components.  In the unlikely
event that no further  progress is made on the Company's Year 2000 project,  the
Company may be unable to  manufacture  or ship  product,  invoice  customers  or
collect  payments.  As a result,  Year 2000 issues could have a material adverse
impact on the Company's  operations and its financial results.  In addition,  if
systems operated by third parties  (including  municipalities  or utilities) are
not Year 2000 compliant,  this could also have a material  adverse affect on the
Company.



<PAGE>- 13 -



Costs to Address Year 2000 Issues.  The Company  does not  separately  track the
internal  costs  incurred for the Year 2000  project,  which are  primarily  the
related payroll costs for its information  systems ("IS") group. There have been
no  incremental  payroll  costs  related  to  the  Year  2000  project,  however
non-critical  IS projects have been deferred due to  concentration  on Year 2000
efforts.  The delay of these projects is not expected to have a material  impact
on the operations of the Company.

The external costs for software; hardware, equipment and services related to the
Year 2000 project are expected to be  approximately  $1.2 million for 1999.  The
Company will expense the costs of modifying  existing systems and capitalize the
replacement cost of software or equipment that is not Year 2000 compliant. There
can be no  guarantee,  however,  that the  systems of other  entities  which the
Company  relies upon will be  converted on a timely basis or that any failure to
convert by another  entity  would not have an  adverse  effect on the  Company's
systems and operations.

Contingency  Plans.  Due to the  general  uncertainty  inherent in the Year 2000
problem,  including  uncertainty regarding the Year 2000 readiness of suppliers,
distributors  and other  manufacturers,  the Company is  developing  contingency
plans. This process includes, among others, developing backup procedures in case
of systems  failures,  identifying  alternative  production plans and developing
alternative plans to engage in business activities with customers,  distributors
and suppliers that are not experiencing Year 2000 problems.

The above forward looking  statements with regard to the timing and overall cost
estimates  of the  Company's  efforts to address the Year 2000 problem are based
upon the  Company's  experience  thus far in this  effort.  Should  the  Company
encounter  unforeseen  difficulties  either  in  the  continuing  review  of its
internal  systems,  the ultimate  remediation,  or the responses of its business
partners,  the actual  results  could vary  significantly  from the estimates in
these forward-looking statements.

Forward-Looking Statements

This  section,  as well as other  portions of this  document,  includes  certain
forward-looking  statements about the Company's business,  new products,  sales,
dairy prices,  other  expenditures  and cost savings,  Year 2000 program  costs,
effective tax rate, operating and capital requirements and refinancing. Any such
statements  are subject to risks that could cause the actual results or needs to
vary materially. These risks are discussed in "Risk Factors" below.

Risk Factors

Dependence on Independent Ice Cream Distributors.  Historically, the Company has
been dependent on maintaining satisfactory relationships with Dreyer's Grand Ice
Cream, Inc.  ("Dreyer's") and the other independent ice cream  distributors that
have acted as the Company's  exclusive or master  distributor  in their assigned
territories. In 1998, Dreyer's distributed significantly more than a majority of
the  sales  of  Ben  &  Jerry's   products.   While  the  Company  believes  its
relationships  with  Dreyer's  and its other  distributors  generally  have been
satisfactory and have been instrumental in the Company's growth, the Company has
at  times  experienced  difficulty  in  maintaining  such  relationships  to its
satisfaction.



<PAGE>- 14 -



In August 1998 - January 1999, the Company redesigned its distribution  network,
entering into a distribution  agreement with The Pillsbury Company ("Pillsbury")
and a new agreement with Dreyer's.  These  arrangements take effect in September
1999, except for certain territories, which were effective, in April - May 1999.
The Company believes the terms of the new arrangements will, on balance, be more
favorable  to the Company  and  expects  that,  under the  distribution  network
redesign, no one distributor will account for more than 40% of the Company's net
sales. However, there may be temporary market dislocation in connection with the
shift from  Dreyer's to  Pillsbury as the  Company's  principal  distributor  in
certain markets.  Both Pillsbury,  through its Haagen-Daz unit, and Dreyer's are
competitors of the Company.

Since available distribution alternatives are limited, there can be no assurance
that  difficulties  in maintaining  satisfactory  relationships  with Pillsbury,
Dreyer's and its other  distributors,  some of which are also competitors of the
Company, will not have a material adverse effect on the Company's business.

Growth in Sales and Earnings.  In the second  quarter of 1999,  net sales of the
Company  increased  16.0% to $68.2  million  from $58.7  million  for the second
quarter of 1998.  Pint  volume for the second  quarter of 1999  increased  12.0%
compared to the same period in 1998. The super premium ice cream,  frozen yogurt
and sorbet industry  category sales increased 8.3% in the second quarter of 1999
compared to the second  quarter of 1998. In the first half of 1999, net sales of
the Company  increased 17.9% to $118.2 million from $100.3 million for the first
half of 1998. Pint volume for the first half of 1999 increased 12.4% compared to
the same period in 1998.  The super premium ice cream,  frozen yogurt and sorbet
industry  supermarket  category  sales  increased 5.3% in the first half of 1999
compared to the first half of 1998.  Given these overall  domestic super premium
industry trends, the successful introduction of innovative flavors on a periodic
basis  has  become  increasingly  important  to  sales  growth  by the  Company.
Accordingly,  the future degree of market acceptance of any of the Company's new
products, which will be accompanied by significant promotional expenditures,  is
likely to have an important  impact on the Company's  1999 and future  financial
results.

Competitive  Environment.  The super  premium  frozen  dessert  market is highly
competitive with the distinctions  between the super premium  category,  and the
"adjoining" premium and premium plus categories less marked than in the past. As
noted  above,  the ability to  successfully  introduce  innovative  flavors on a
periodic basis that are accepted by the marketplace is a significant competitive
factor.  In addition,  the  Company's  principal  competitors,  two of which are
distributors for the Company,  are large,  diversified  companies with resources
significantly greater than the Company's. The Company expects strong competition
to continue, including competition for adequate distribution and competition for
the limited  shelf space for the frozen  dessert  category in  supermarkets  and
other retail food outlets.

In July 1999 Dreyer's announced a line of superpremium ice cream, Dreamery (TM),
which is  expected  to be launched in  September  with a  significant  marketing
program including radio, outdoor and television  advertising.  The Dreamery (TM)
product will be marketed primarily in pints.

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


<PAGE>- 15 -

Reliance  on a Limited  Number of Key  Personnel.  The success of the Company is
significantly  dependent  on the  services  of Perry Odak,  the Chief  Executive
Officer,  and a limited number of executive  managers working under Mr. Odak, as
well as certain  continued  services of Jerry  Greenfield the Chairperson of the
Board and  co-founder  of the  Company;  and Ben  Cohen,  Vice  Chairperson  and
co-founder  of the Company.  Loss of the services of any of these  persons could
have a material adverse effect on the Company's business.

The  Company's  Social  Mission.  The  Company's  basic  business  philosophy is
embodied in a three-part "mission  statement," which includes a "social mission"
to "operate the Company in a way that actively  recognizes the central role that
business  plays in the  structure of society by  initiating  innovative  ways to
improve  the  quality  of  life  of  a  broad  community:  local,  national  and
international.  Underlying the mission of Ben & Jerry's is the  determination to
seek new and creative ways of addressing  all three parts,  while holding a deep
respect for  individuals  inside and outside the Company and for the communities
of which they are a part."  The  Company  believes  that  implementation  of its
social mission,  which is being more integrated into the Company's business, has
been beneficial to the Company's overall financial  performance.  However, it is
possible  that at some  future  date the amount of the  Company's  energies  and
resources  devoted  to its  social  mission  could  have some  material  adverse
financial effect.

International.  Total international net sales represented approximately 12.1% of
total consolidated net sales in the second quarter of 1999. Total  international
net sales represented approximately 9.9% of total consolidated net sales for the
first half of 1999. The Company's principal  competitors have substantial market
shares in various  countries outside the United States,  principally  Europe and
Japan. The Company sells product in Japan, Canada, the United Kingdom,  Ireland,
France, the Netherlands,  Belgium and has started selling in Peru and Lebanon in
1999. In 1987, the Company granted an exclusive  license to manufacture and sell
Ben & Jerry's products in Israel.  In 1999, the Company made an investment of $1
million  in its  Israeli  licensee,  which  gave  the  Company  a 60%  ownership
interest.  In May 1998, the Company signed a Licensing  Agreement with Delicious
Alternative  Desserts,  LTD. to  manufacture,  sell and distribute Ben & Jerry's
products through the wholesale  distribution  channels in Canada. The Company is
investigating the possibility of further international expansion. However, there
can  be no  assurance  that  the  Company  will  be  successful  in  all  of its
international markets or entering (directly or indirectly through licensing), on
a  long-term  profitable  basis,  such  additional  international  markets as it
selects.

Control of the Company.  The Company has two classes of common stock - the Class
A Common  Stock,  entitled to one vote per share,  and the Class B Common  Stock
(authorized in 1987), entitled,  except to the extent otherwise provided by law,
to ten  votes  per  share.  Ben  Cohen,  Jerry  Greenfield  and  Jeffrey  Furman
(collectively the "Principal  Stockholders") hold shares representing 46% of the
aggregate  voting  power  in  elections  for  directors,  permitting  them  as a
practical  matter to elect all  members of the Board of  Directors  and  thereby
effectively  control the  business,  policies  and  management  of the  Company.
Because of their  significant  holdings of Class B Common  Stock,  the Principal
Stockholders may continue to exercise this control even if they sell substantial
portions of their Class A Common Stock.


<PAGE>- 16 -

In addition, the Company issued all of the authorized Class A Preferred Stock to
the Foundation in 1985. All current directors of the Foundation are directors of
the  Company.  The Class A Preferred  Stock gives the  Foundation a class voting
right to act with respect to certain  Business  Combinations  (as defined in the
Company's  charter) and  significantly  limits the voting rights that holders of
the Class A Common Stock and Class B Common  Stock,  the owners of virtually all
of the equity in the Company, would otherwise have with respect to such Business
Combinations.

Also, in April, 1998 the Legislature of the State of Vermont amended a provision
of the Vermont  Business  Corporation  Act to provide  that the  directors  of a
Vermont  corporation  may also consider,  in determining  whether an acquisition
offer or other matter is in the best interests of the corporation, the interests
of the corporation's employees,  suppliers, creditors and customers, the economy
of the state in which the  corporation is located and including the  possibility
that the best  interests  of the  corporation  may be  served  by the  continued
independence of the corporation.

Also in August, 1998, following approval by its Board of Directors,  the Company
put in place two Shareholder  Rights Plans, one pertaining to the Class A Common
Stock and one  pertaining to the Class B Common Stock.  These Plans are intended
to protect  stockholders by compelling someone seeking to acquire the Company to
negotiate with the Company's Board of Directors in order to protect stockholders
from unfair  takeover  tactics and to assist in the  maximization of stockholder
value.  These Rights Plans,  which are common for public companies in the United
States, may also be deemed to be "anti-takeover" provisions in that the Board of
Directors  believes that these Plans will make it difficult for a third party to
acquire  control of the Company on terms which are unfair or  unfavorable to the
stockholders.

While  the Board of  Directors  believes  that the Class B Common  Stock and the
Class A  Preferred  Stock are  important  elements  in keeping  Ben & Jerry's an
independent, Vermont-based business focused on its three-part corporate mission,
the Class B Common  Stock and the  Class A  Preferred  Stock may be deemed to be
"anti-takeover" provisions in that the Board of Directors believes the existence
of these  securities will make it difficult for a third party to acquire control
of the  Company  on terms  opposed by the  holders of the Class B Common  Stock,
including  primarily  the  Principal  Stockholders,  or The  Foundation,  or for
incumbent management and the Board of Directors to be removed. In addition,  the
1997  amendments to the Company's  Articles of Association to classify the Board
of Directors and to add certain other related provisions; the April 1998 Vermont
Legislative   Amendment  of  the  Vermont  Business   Corporation  Act  and  the
Shareholder  Rights  Plans  put in place in  August,  1998 may be  deemed  to be
"anti-takeover"  provisions  in that the Board of Directors  believes that these
amendments and  legislation  will make it difficult for a third party to acquire
control  of the  Company on terms  opposed by the  holders of the Class B Common
Stock, including primarily the Principal Stockholders and the Foundation, or for
incumbent management and the Board of Directors to be removed.

Market Risk

The  Company  is  exposed to a variety  of market  risks,  including  changes in
interest  rates  affecting the return on its  investments  and foreign  currency
fluctuations.  The  Company's  exposure  to market risk for a change in interest
rates relates primarily to the Company's investment  portfolio.  The Company has
classified  all of its  short-term  and long-term  investments as "available for
sale"  except for  certificates  of  deposits  which are held to  maturity.  The
majority of these  investments  are municipal  bonds and fixed income  preferred
stock in which the market  value  approximates  its cost at June 26,  1999.  The
Company  does not intend to hold such  investments  to  maturity  if there is an
underlying  change in interest  rates or the Company's  cash flow  requirements.
Certificates of deposits do not expose the consolidated  statement of operations
or balance sheets to fluctuations in interest rates.  The Company's  exposure to
market risk for fluctuations in foreign currency relate primarily to the amounts
due from  subsidiaries.  Exchange  gains and losses  related to amounts due from
subsidiaries have not been material for the periods presented.

<PAGE>- 17 -

ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

The Company's 1999 Annual Meeting of Stockholders was held on Saturday, June 26,
1999. The stockholders  voted to (1) fix the number of directors at eight and to
elect one class of two  directors to serve for three years  expiring at the 2002
Annual  Meeting of  Shareholders,  (2) and ratify the selection of Ernst & Young
LLP as independent auditors for the 1999 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 2002:

                                For               Withheld
                             ----------           ----------
     Henry Morgan             6,827,268           5,896,655
     Jeffrey Furman          11,872,549             851,374

(2) The vote to amend the Company's  1995 Equity  Incentive Plan to increase the
aggregate  number of shares of stock  authorized for delivery in connection with
stock awards thereunder from 900,000 shares of Class A Common Stock to 1,300,000
shares of Class A Common Stock was 4,800,368 for; 6,551,058 against; with 64,692
abstaining and 1,307,805 broker non-votes.

(3)  The  vote  on the  appointment  of  Ernst  &  Young  LLP  as the  Company's
independent  auditors for 1999 was 12,686,442 for;  23,275 against;  with 14,206
abstaining.

<PAGE>- 18 -

ITEM 5 - OTHER ITEMS

Under the  Company's  "advance  notice"  By-law,  stockholders  who wish to make
additional  nominations for election of directors at the Annual  Meeting,  or to
make a  proposal  at the 2000  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 2000 Annual  Meeting and
no later than 75 days prior to the 2000 Annual Meeting.  Under recent changes to
Federal proxy rules, if a stockholder who wishes to present such a nomination or
proposal  fails to  notify  the  Company  by 75 days  prior  to the 2000  Annual
Meeting,  then the proxies that management  solicits for the 2000 Annual Meeting
will include discretionary  authority to vote on the stockholder's  proposal, in
the event  (believed  by the  Company to be  unlikely)  that it can be  properly
brought  before  the  meeting  notwithstanding  the  express  provisions  of the
Company's By-laws.



<PAGE>- 19 -



ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K

     (a)  Exhibit (11) Statement Re: Computation of Net Income Per Common Share

          Exhibit  (10.33.2)  Employment  Agreement dated March 31, 1999 between
          the Company and Perry D. Odak

          Exhibit (27) Financial Data Schedule

     (b)  No reports on Form 8-K were filed  during the  quarter  ended June 26,
          1999, for which this report is filed.

<PAGE>- 20 -

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 10, 1999            BY: /s/Frances Rathke
                                  --------------------------------------------
                                  Frances Rathke, Chief Financial Officer
                                   and Secretary