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:
                                  June 28, 1997


                        Commission File Number: 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. 6,432,257 shares of Class A
Common Stock and 874,073  shares of Class B Common Stock  outstanding as of July
28, 1997.






<PAGE>

 




                                             INDEX



PART I: FINANCIAL INFORMATION                                           PAGE NO.

         Condensed Consolidated Balance Sheets
                  June 28, 1997 and December 28, 1996                      1-2

         Condensed Consolidated Statements of Income
                  Thirteen and twenty-six weeks ended
                  June 28, 1997 and June 29, 1996                            3

         Condensed Consolidated Statements of Cash Flows
                  Twenty-six weeks ended June 28, 1997
                  and June 29, 1996                                         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 6 - Exhibit and Reports on Form 8-K                            13


SIGNATURES                                                                   14
 
 





<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.  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 28, 1996.

2. INVENTORIES

                                                   June 28,     December 28,
                                                   1997         1996       
                                                   ----         ----       
Ice cream, frozen yogurt, sorbet and ingredients    $12,005        $14,221
Paper goods                                             810            492
Food, beverage and gift items                           591            652
                                                        ---            ---
                   Total                            $13,406        $15,365
                                                    =======        =======

3. ACCOUNTS PAYABLE AND ACCRUED EXPENSES
 
 
                                                   June 28,     December 28,
                                                    1997        1996       
                                                    ----        ----       
Trade accounts payable                              $5,917         $4,337
Accrued expenses                                    10,405          8,825
Accrued payroll and related costs                    2,230          2,152
Accrued promotional costs                            9,021          2,076
Other                                                   92              8
                                                        --              -
                     Total                         $27,665         $17,398
                                                   =======         =======






<PAGE>

                          BEN & JERRY'S HOMEMADE, INC.
                    Form 10-Q for quarter ended June 28, 1997




ADOPTION OF NEW ACCOUNTING PRONOUNCEMENTS

In February 1997, the Financial  Accounting Standards Board issued Statement No.
128,  Earnings per Share,  which is required to be adopted on December 31, 1997.
At that time,  the Company will be required to change the method  currently used
to compute  earnings per share and to restate all prior  periods.  Under the new
requirements for calculating  primary earnings per share, the dilutive effect of
stock  options  will be  excluded.  The impact will not result in an increase in
primary  earnings  per share for the  periods  ended June 28,  1997 and June 29,
1996. The impact of Statement 128 on the  calculation of fully diluted  earnings
per share for these quarters is not expected to be material.






<PAGE>

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


Results of Operations

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

<TABLE>

                                       Percentage of Net Sales
                                       -----------------------
                              Thirteen Weeks          Twenty-Six Weeks       Percentage Increase (Decrease)
                                    Ended                  Ended                   1997 Compared to 1996        
                           June 28,   June 29,     June 28,    June 29,     Thirteen Weeks    Twenty-Six Weeks
                           1997       1996         1997        1996             Ended               Ended 
                           ----       ----         ----        ----             -----               ----- 
<S>                          <C>        <C>          <C>         <C>            <C>                 <C> 
Net sales                    100.0%     100.0%       100.0%      100.0%          5.5%                1.1%
Cost of sales                 62.2%      65.6%        66.4%       66.8%          0.2%                0.5%
                              ----       ----         ----        ----           ---                 --- 
Gross profit                  37.8%      34.4%        33.6%       33.2%         15.8%                2.3%

Selling, general and
  administrative expenses     31.4%      27.6%        31.4%       27.5%         19.8%               15.5%
                              ----       ----         ----        ----          ----                ---- 
Operating income               6.4%       6.8%         2.2%        5.7%         -0.3%              -61.6%

Other income (expense)        -0.9%     - 0.3%        -0.9%        0.5%        205.2%             -277.9%
                               ---        ---          ---         ---         -----               ----- 
Income before income taxes     5.5%       6.5%         1.3%        6.2%        -10.4%              -79.4%

Income taxes                   2.1%       2.5%         0.5%        2.4%        -10.4%              -79.4%
                               ---        ---          ---         ---          ----                ---- 
Net income                     3.4%       4.0%         0.8%        3.8%        -10.4%              -79.4%
                               ===        ===          ===         ===          ====                ==== 


</TABLE>


Thirteen Weeks Ended June 28, 1997 and June 29, 1996

Net Sales

Net sales for the  thirteen  weeks ended June 28, 1997  increased  5.5% to $50.7
million compared to $48.0 million for the same period in 1996. Both the pint and
2.5 gallon bulk container products had modest increases in unit volume, of which
the increase in pint volume was primarily attributable to the Company's original
line of products.

Pint  sales  represented  84% of total net sales in the  second  quarter of 1997
compared  to 82% during the same  period in 1996.  Net sales of 2.5 gallon  bulk
containers represented approximately 8% of total net sales in the second quarter
of 1997 and 1996. Net sales of novelty products  accounted for  approximately 7%
of total net sales during this period in 1997 compared to 8% in 1996.  Net sales
from the Company's retail stores represented 1% of total net sales in the second
quarter of 1997 compared to 2% during the same period in 1996.
<PAGE>


Cost of Sales and Gross profit

Cost of sales in the second quarter of 1997 increased  approximately  $48,000 or
0.2% over the same period in 1996 and overall  gross profit as a  percentage  of
net sales was 37.8% in the second  quarter of 1997 as  compared  to 34.4% in the
comparable period last year.

The higher gross profit as a percentage of net sales primarily resulted from the
effect of price increases of approximately 3% effective in August 1996 and April
1997 and improvements in operating  efficiencies  offset by increased  commodity
costs and planned  lower  production  volumes  designed  to lower the  Company's
inventories.

The Company  experienced  significant  increases  in dairy  prices in the second
quarter of 1997  compared to the same  period  last year.  In response to higher
dairy  costs  which  started  to  increase  in the  summer  and fall of 1996 and
continued  into 1997,  the  Company  instituted  a 3.4% price  increase  for its
packaged pint products effective April 15, 1997 to offset these increased costs.
If dairy  commodity  prices  begin 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  in  the
"Forward-Looking Statements" section.

Selling, General and Administrative Expenses

Selling, general and administrative expenses increased 19.8% to $15.9 million in
the  second  quarter  of 1997 from $13.3  million  for the same  period in 1996.
Selling,  general  and  administrative  expenses  were 31.4% of net sales in the
second quarter of 1997 as compared to 27.6% for the comparable period last year.
This increase is attributed to increased sales and marketing expenses to support
the brand in the highly competitive super premium category.  For the first time,
the Company  launched a combined  national  radio  advertising  and  promotional
campaign to support the Company's brand domestically and in Europe.

Other Income (Expense)

Interest income  decreased  $46,000 in the second quarter of 1997 as compared to
the same period in the prior year.  Interest  expense  increased  $19,000 in the
second  quarter of 1997 as compared to the same period in the prior year.  Other
expense  increased  $251,000  as  compared  to the same period in the prior year
primarily due to losses associated with asset  dispositions and foreign currency
exchange.
 
Income Taxes

Income taxes decreased  approximately  $124,000 primarily due to the decrease in
income.  The Company  anticipates  an  effective  rate of 38.0% in 1997 which is
comparable to the prior year.

<PAGE>

Net Income

As a  result  of the  foregoing,  net  income  for the  second  quarter  of 1997
decreased  10.4% to $1.7 million from $1.9  million,  for the second  quarter of
1996. Net income was 3.4% of net sales in the second quarter of 1997 compared to
4.0% in 1996.  Net  income per share  decreased  11.3% to $.24 per share for the
second  quarter of 1997 as compared  to $.27 per share in the second  quarter of
1996.


Twenty-Six Weeks Ended June 28, 1997 and June 29, 1996

Net Sales

Net sales for the  twenty-six  weeks ended June 28, 1997 increased 1.1% to $86.8
million compared to $85.9 million for the same period in 1996. Pints experienced
a 3% decline in unit  volume  which was  offset by an  increase  in the price of
pints sold of  approximately  3% effective in August,  1996 and April 1997. Unit
volume of the 2.5 gallon bulk containers increased 7%.

Pint  sales  represented  85% of total net  sales in the first  half of 1997 and
1996. Net sales of 2.5 gallon bulk containers  represented  approximately  8% of
total net sales for this period in 1997 compared to 7% during the same period in
1996. Net sales of novelties  accounted for  approximately 6% of total net sales
during the first  half of 1997 and 1996.  Net sales  from the  Company's  retail
stores  represented  1% of total net sales in the first half of 1997 compared to
2% during the same period in 1996.

Cost of Sales and Gross Profit

Cost of sales in the first half of 1997 increased approximately $269,000 or 0.5%
over the same period in 1996 and overall  gross  profit as a  percentage  of net
sales was 33.6% in 1997 as compared to 33.2% for the comparable  period in 1996.
The higher gross profit percentage in the first half of 1997 is due to the price
increases  effective  in August 1996 and April 1997 and  improved  manufacturing
efficiencies  offset by increased  commodity costs and planned lower  production
volumes designed to lower the Company's finished goods inventory.

The Company experienced  significant increases in dairy prices for the first six
months of 1997  compared  to the same  period  last year.  In response to higher
dairy  costs  which  started  to  increase  in the  summer  and fall of 1996 and
continued  into 1997,  the  Company  instituted  a 3.4% price  increase  for its
packaged pint products effective April 15, 1997 to offset these increased costs.
If dairy  commodity  prices  begin 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  in  the
"Forward-Looking Statements" section.

Selling, General and Administrative Expenses

Selling,  general and  administrative  expenses increased 15.5% to $27.3 million
for the first six months of 1997 from $23.6 million for the same period in 1996.
Selling,  general and  administrative  expenses  were 31.4% of net sales for the
first six months of 1997 as  compared  to 27.5% for the same  period  last year.

<PAGE>

This increase is attributed to increased sales and marketing expenses to support
the brand in the highly competitive super premium category.  For the first time,
the Company  launched a combined  national  radio  advertising  and  promotional
campaign to support the Company's brand domestically and in Europe.

Other Income (Expense)

Interest  income  remained level for the first six months of 1997 as compared to
the same period in the prior year.  Interest expense  increased  $52,000 for the
first six months 1997 as  compared  to the same period in the prior year.  Other
income(expense)  decreased for the first six months of 1997 from other income of
$628,000  in the  prior  year to other  expense  of  $537,000  in 1997.  This is
primarily due to the insurance settlement proceeds of approximately  $884,000 in
1996.

Income Taxes

Income taxes decreased $1.6 million primarily reflecting the decrease in income.
The Company  anticipates  an effective rate of 38.0% in 1997 which is comparable
to the rate in 1996.

Net Income

As a result of the  foregoing,  net income for the first half of 1997  decreased
79.4% to $682,000 from $3.3 million for the same period in 1996.  Net income was
0.8% of net sales in the first half of 1997 compared to 3.8% for the same period
in 1996. Net income per share  decreased to $.09 per share for the first half of
1997 as compared to $.46 per share for the same period in 1996.

Liquidity and Capital Resources

As of June 28, 1997 the Company had $43.2 million of cash and cash  equivalents,
an increase of $7.1  million  since  December  28,  1996.  Net cash  provided by
operations  in the  first  half of 1997 was  $8.4  million.  Approximately  $1.8
million was used for additions to property,  plant and equipment,  primarily for
equipment  upgrades  at  the  Company's  manufacturing  facilities.  Funds  were
provided by cash from operations and cash and investments  available at December
28, 1996.

Since December 28, 1996 trade  receivables,  and the sum of accounts payable and
accrued  expenses have increased  $8.3 million and $10.3 million,  respectively.
These increases reflect the seasonality of the Company's  business and increased
sales and marketing  expenses.  Inventories  have  decreased  $2.0 million since
December  28,  1996 due to the  management's  effort  to  reduce  the  amount of
inventory on hand.

The Company  anticipates other capital  expenditures in the remainder of 1997 of
approximately  $6.1  million.   Most  of  these  additional   projected  capital
expenditures  relate  to  equipment  upgrades  at  the  Company's  manufacturing
facilities, and computer related expenditures.

The Company anticipates approximately $2 to $3 million may be used to repurchase
up to 200,000  shares of the Company's  Class A common stock as announced May 8,
1997 for use in  connection  with  stock  option  awards  under the 1995  Equity
Incentive Plan.


<PAGE>

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 are unsecured
agreements providing for borrowings from time to time, expiring at September 29,
1998 and December 29, 1998, respectively. The agreements specify interest at the
banks' Base Rate or the  Eurodollar  rate plus a maximum of 1.25%.  As of August
12, 1997, there have been no borrowings under these line of credit agreements.

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.

                          BEN & JERRY'S HOMEMADE, INC.
                    Form 10-Q for quarter ended June 28, 1997


"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 1996.





<PAGE>

                          BEN & JERRY'S HOMEMADE, INC.
                    Form 10-Q for quarter ended June 28, 1997



ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY  HOLDERS 
     The Company's  1997 Annual  Meeting of  Stockholders  was held on Saturday,
June 28, 1997. The stockholders  voted to (1) fix the number of directors at ten
and elect ten members of the Board of Directors to serve for the next year or to
serve for staggered terms in the event that the amendment in Item 3 is approved;
(2) approve a proposal to amend the  Company's  1995 Equity  Incentive  Plan, to
increase the  aggregate  number of shares of stock  authorized  for issuance and
delivery in connection  with awards under such Plan from 500,000 shares of Class
A Common Stock to 900,000 shares of Class A Common Stock; (3) amend the Articles
of Incorporation to (a) classify the Board into three classes;  (b) provide that
directors  may be removed only for cause and with the approval of the holders of
at least  two-thirds  of the votes cast on the matter by all of the  outstanding
shares  of  capital  stock of the  Company  entitled  to vote  generally  in the
election of directors,  voting together;  (c) provide that any vacancy resulting
from such a removal may be filled by two-thirds of the directors then in office;
and (d) provide that the stockholder  vote required to alter,  amend,  repeal or
adopt  any  provision  inconsistent  with  this  amendment  shall  be  at  least
two-thirds  of the voting power of all of the shares of the Company  entitled to
vote  generally in the election of directors,  voting  together;  (4) ratify the
appointment of Ernst & Young LLP as the Company's  independent  auditors for the
fiscal year ending December 27, 1997.
 
(1)      The tabulation of votes for the nominees for directors were as follows:
                                               For                  Withheld
                                               ---                  --------
         Elizabeth Bankowski                   11,829,312            510,374
         Ben Cohen                             11,824,410            515,276
         Pierre Ferrari                        11,837,480            502,206
         Jeffrey Furman                        11,800,058            539,628
         Jerry Greenfield                      11,829,097            510,589
         Jennifer Henderson                    11,830,197            509,489
         Frederick A. Miller                   11,833,673            506,013
         Henry Morgan                          11,830,618            509,489
         Perry D. Odak                         11,836,282            503,404
         Andrew Patti                          11,835,265            504,421
 
(2) The vote to amend the Company's 1995 Equity  Incentive  Plan  increasing the
aggregate  number of shares of Class A Common Stock authorized to be awarded and
delivered  thereunder to 900,000  shares was 8,613,651 for;  1,718,045  against;
with  59,871  abstaining.  

(3) The  vote on the  amendment  of the  Articles  of  Incorporation  concerning
classification  of the Board of Directors,  the Removal of Directors and related
matters was 8,613,651 for; 1,718,045 against; with 59,871 abstaining.

(4)  The  vote  on the  appointment  of  Ernst  &  Young  LLP  as the  Company's
independent  auditors for 1997 was 12,285,170 for;  32,227 against;  with 21,199
abstaining.




<PAGE>

                          BEN & JERRY'S HOMEMADE, INC.
                    Form 10-Q for quarter ended June 28, 1997


                    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) No reports on Form 8-K were filed  during the quarter  ended June 28,  1997,
for which this report is filed.






<PAGE>

                          BEN & JERRY'S HOMEMADE, INC.
                    Form 10-Q for quarter ended June 28, 1997


                                   SIGNATURES

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




                                   BEN & JERRY'S HOMEMADE, INC.



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


DATE:  August 12, 1997  






<PAGE>




                          BEN & JERRY'S HOMEMADE, INC.

                      CONDENSED CONSOLIDATED BALANCE SHEETS

                                     ASSETS
                                 (In thousands)

<TABLE>
   

                                                          June 28,         December
                                                            1997           28, 1996
                                                       ---------------   --------------
                                                        (Unaudited)         (Note)
<S>                                                      <C>              <C>

Current assets:                                    
     Cash and cash equivalents                           $     43,223     $     36,104
     Investments                                                  507              466
     Accounts receivable:
       Trade (less allowance of $968 in 1997
        and $695 in 1996 for doubtful accounts)                17,012            8,684
       Other                                                      611              275
     Inventories                                               13,406           15,365
     Deferred income taxes                                      5,792            4,099
     Income taxes receivable                                    1,004            2,920
     Prepaid expenses                                             352              200
                                                       ---------------   --------------
       Total current assets                                    81,907           68,113

Property, plant and equipment, net                             63,116           65,104
Investments                                                     1,000            1,000
Other assets                                                    2,463            2,448
                                                       ---------------   --------------
Total assets                                              $   148,486      $   136,665
                                                       ===============   ==============
</TABLE>




       Note:  The balance  sheet at December  28, 1996 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>

           
                                                                            June 28,         December
                                                                              1997           28, 1996
                                                                         ---------------   --------------
                                                                           (Unaudited)         (Note) 
<S>                                                                       <C>               <C>                                    
Current liabilities:
     Accounts payable and accrued expenses                                 $     27,665     $     17,398
     Current portion of long-term debt and
       obligations under capital leases                                             606              660
                                                                         ---------------   --------------
     Total current liabilities                                                   28,271           18,058

Long-term debt and obligations under capital leases                              30,876           31,087

Deferred income taxes                                                             5,022            4,835

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: 6,475,101 at June 28, 1997
       and 6,364,733 at December 28, 1996                                           214              210
     Class B common stock - $.033 par value; authorized
       3,000,000 shares; issued: 876,741 at June 28, 1997
       and 897,664 at December 28, 1996                                              29               29
     Additional paid-in-capital                                                  49,700           48,753
     Retained earnings                                                           35,872           35,190
     Cumulative translation adjustment                                             (119)            (118)
     Treasury stock, at cost: 67,032 Class A and 1,092 Class B
       shares at June 28, 1997 and December 28, 1996                             (1,380)          (1,380)

                                                                         ---------------   --------------
       Total stockholders' equity                                                84,317           82,685
                                                                         ---------------   --------------
                                                                            $   148,486      $   136,665
                                                                         ===============   ==============
</TABLE>







                                                      - 2 -


       Note:  The balance  sheet at December  28, 1996 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.


<PAGE>


                          BEN & JERRY'S HOMEMADE, INC.

                  CONDENSED CONSOLIDATED STATEMENTS OF INCOME

                                   (Unaudited)

                     (In thousands except per share amounts)

<TABLE>



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

                                                 June 28,            June 29,               June 28,             June 29,
                                                   1997                1996                   1997                 1996
                                             ------------------  -----------------      ------------------  --------------------
<S>                                           <C>               <C>                   <C>                  <C>            
Net sales                                     $         50,701  $          48,043     $            86,849  $             85,932

Cost of sales                                           31,551             31,503                  57,696                57,427
                                             ------------------  -----------------      ------------------  --------------------

Gross profit                                            19,150             16,540                  29,153                28,505

Selling, general and
     administrative expenses                            15,872             13,252                  27,274                23,608
                                             ------------------  -----------------      ------------------  --------------------

Operating income                                         3,278              3,288                   1,879                 4,897

 Interest income                                           407                453                     812                   812
 Interest expense                                         (504)              (485)                 (1,054)               (1,002)
Other income (expense)                                    (373)              (122)                   (537)                  628
                                     
                                             ------------------  -----------------      ------------------  --------------------
                                                          (470)              (154)                   (779)                  438
                                             ------------------  -----------------      ------------------  --------------------



Income before income taxes                               2,808              3,134                   1,100                 5,335

Income taxes                                             1,067              1,191                     418                 2,028
                                             ------------------  -----------------      ------------------  --------------------

Net income                                    $          1,741   $          1,943       $             682   $             3,307
                                             ==================  =================      ==================  ====================

Weighted average common and common
     equivalent shares outstanding                       7,358              7,260                   7,322                 7,258

Net income per common share                   $           0.24   $           0.27       $            0.09   $              0.46




                                                               See notes to condensed consolidated financial statements.
</TABLE>
                                               - 3 -

<PAGE>



                          BEN & JERRY'S HOMEMADE, INC.

                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

                                 (In thousands)
                                   (Unaudited)
<TABLE>


                                                                            For the Twenty-six weeks ended

                                                                               June 28,          June 29,
                                                                                 1997              1996
                                                                            ---------------  ------------------
<S>                                                                          <C>              <C>                                  
Operating Activities:
      Net income                                                             $         682    $          3,307
      Adjustments to reconcile net income to net
      cash provided by operating activities:
           Depreciation and amortization                                             3,895               3,277
           Allowance for bad debts                                                     355                  98
           Deferred income taxes                                                    (1,506)              1,000
           Loss on disposition of assets                                                45                  35
      Changes in operating assets and liabilities:
           Accounts receivable                                                      (9,019)             (6,463)
           Inventories                                                               1,959              (5,724)
           Prepaid expenses                                                           (152)               (166)
           Accounts payable and accrued expenses                                    10,267               5,307
           Income taxes receivable                                                   1,916                 (14)
                                                                             ---------------  ------------------
                                                                                             
      Net cash provided by operating activities                                      8,442                 657

Investing activities:
      Additions to property, plant and equipment                                    (1,810)             (6,871)
      Proceeds from sale of assets                                                                          64
      Changes in other assets                                                         (157)               (163)
      Increase (decrease) in investments                                               (41)              1,000
                                                                            ---------------  ------------------
                                                                                             
     Net cash used for investing activities                                        (2,008)             (5,970)

Financing activities:
      Repayments of long-term debt and capital leases                                 (265)               (297)
      Net proceeds from issuance of common stock                                       951                  94
                                                                            ---------------  ------------------
                                                                                             
      Net cash provided by (used for) financing activities                             686                (203)

Effect of exchange rate changes on cash                                                 (1)                (27)
                                                                            ---------------  ------------------
                                                                                             
Increase (decrease) in cash and cash equivalents                                     7,119              (5,543)

Cash and cash equivalents at beginning of period                                    36,104              35,406
                                                                            ---------------  ------------------

Cash and cash equivalents at end of period                                   $      43,223    $         29,863
                                                                            ===============  ==================

                See notes to condensed consolidated financial statements.
                                           - 4 -
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