UNITED STATES

                           SECURITIES AND EXCHANGE COMMISSION
                                    Washington, D.C.  20549


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


         For the quarter ended:                      Commission File Number:
                  September 27, 1997                                   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.  6,367,406 shares of
Class A Common Stock and 868,040  shares of Class B Common Stock  outstanding as
of November 4, 1997.



<PAGE>













                                             INDEX



PART I: FINANCIAL INFORMATION                                 PAGE NO.

    Condensed Consolidated Balance Sheets
             September 27, 1997 and December 28, 1996             1-2

    Condensed Consolidated Statements of Income
              Thirteen and thirty-nine weeks ended
              September 27, 1997 and September 28, 1996           3

    Condensed Consolidated Statements of Cash Flows
              Thirty-nine weeks ended September 27, 1997
              and September 28, 1996                              4

    Notes to Condensed Consolidated Financial Statements          5-6

    Management's Discussion and Analysis of Financial
    Condition and Results of Operations                           7-12


PART II: OTHER INFORMATION

    Item 6-Exhibits and Reports on Form 8-K                       13


SIGNATURES                                                        14

Exhibit 1                                                         15


<PAGE>










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

1. BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial  statements and with the  instructions  to Form 10-Q and Rule 10-01 of
Regulation  S-X.  Accordingly,  they do not include all of the  information  and
footnotes  required by generally  accepted  accounting  principles  for complete
financial statements. In the opinion of management,  all adjustments (consisting
of normal recurring accruals)  considered necessary for a fair presentation have
been  included.  Operating  results for the three and nine month  periods  ended
September  27, 1997 are not  necessarily  indicative  of the results that may be
expected for the year ended December 27, 1997. For further information, refer to
the  consolidated  financial  statements and footnotes  thereto  included in the
Company's  Annual  Report on Form 10-K for the year  ended  December  28,  1996.
Certain prior period amounts have been reclassified for comparative purposes.

2. INVENTORIES

                                              September 27,      December 28,
                                                       1997              1996
                                                       ----              ----
                                                
Frozen dessert products and ingredients             $10,897           $14,221
Paper goods                                             730               492
Food, beverage and gift items                           458               652
                                                  ---------        ----------
            Total                                   $12,085           $15,365
                                                    =======           =======
3. ACCOUNTS PAYABLE AND ACCRUED EXPENSES

                                              September 27,     December 28,
                                                       1997             1996
                                                       ----             ----

Trade accounts payable                              $ 5,792           $4,337
Accrued expenses                                     14,881            8,825
Accrued payroll and related costs                     2,160            2,152
Accrued promotional costs                             6,317            2,076
Other                                                   131                8
                                                  ---------       ----------
             Total                                  $29,281          $17,398
                                                    =======          =======




<PAGE>



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


4. ADOPTION OF NEW ACCOUNTING PRONOUNCEMENTS

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  September  27,  1997 and
September  28, 1996.  The impact of Statement  128 on the  calculation  of fully
diluted earnings per share for these quarters is not expected to be material.

In June 1997, the Financial Accounting Standards Board issued Statement No. 131,
Disclosures  About Segments of an Enterprise and Related  Information,  which is
required to be adopted for years beginning  after December 15, 1997.  Management
of the  Company  does not expect the  adoption  of  Statement  No. 131 to have a
material impact on the Company's financial statement disclosures.


<PAGE>




                          BEN & JERRY'S HOMEMADE, INC.
                 Form 10-Q for quarter ended September 27, 1997

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

Results of Operations

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

<TABLE>

                                            Percentage of Net Sales
                                            -----------------------
                                   Thirteen Weeks          Thirty-nine Weeks      Percentage Increase (Decrease)
                                         Ended                  Ended                   1997 Compared to 1996
                                 -------------------------------------------    -----------------------------

                                Sept  27,  Sept  28,   Sept  27,   Sept  28,     Thirteen Weeks   Thirty-nine Weeks
                                     1997       1996        1997        1996             Ended               Ended
                                  -------    -------     -------     -------          -----------            -----
     <S>                           <C>        <C>         <C>         <C>                <C>                 <C>
     Net sales                     100.0%     100.0%      100.0%      100.0%               8.3%                3.6%
     Cost of sales                  61.7%      68.9%       64.7%       67.5%              -3.0%               -0.8%
                                    ----       ----        ----        ----                ---                 --- 
                                   
 
     Gross profit                   38.3%      31.1%       35.3%       32.5%              33.2%               12.6%
     Selling, general and
       administrative expenses      30.0%      24.5%       31.1%       26.4%              32.6%               22.0%
                                    ----       ----        ----        ----               ----                ---- 
                                   
     Operating income                8.3%       6.6%        4.2%        6.1%              35.2%              -28.3%

     Other income (expense)         -0.1%     - 0.2%       -0.4%        0.2%             -46.9%             -271.9%
                                     ---        ---         ---         ---               ----               ----- 
                                   
     Income before income taxes      8.2%       6.4%        3.8%        6.3%              38.8%              -37.4%
     Income taxes                    3.1%       2.5%        1.4%        2.4%              38.5%              -37.5%
                                     ---        ---         ---         ---               ----                ---- 
                                    
     Net income                      5.1%       3.9%        2.4%        3.9%              38.9%              -37.4%
                                   ======     ======      ======        ====           ========            ========
</TABLE>



Thirteen Weeks Ended September 27, 1997 and September 28, 1996

Net Sales

Net sales for the thirteen  weeks ended  September  27, 1997  increased  8.3% to
$50.0 million compared to $46.1 million for the same period in 1996. Pint volume
increased 7% compared to the same period in 1996 which was  attributable  to the
Company's  original line of products.  This volume  increase was combined with a
price increase of approximately 3% of pints sold to distributors  that went into
effect in April 1997. 2 1/2 gallon bulk container products unit volume increased
modestly.

Pint  sales  represented  82% of total net sales in the  third  quarter  of 1997
compared to 79% in 1996. Net sales of 2 1/2 gallon bulk  containers  represented
approximately  9% of total net sales in the third  quarter of 1997,  compared to
10% in 1996. Net sales of novelty  products  accounted for  approximately  6% of
total net sales in the third quarter of 1997,  compared to 7% in 1996. Net sales
from the Company's retail stores  represented 3% of total net sales in the third
quarter of 1997 compared to 4% during the same period in 1996.

Cost of Sales and Gross profit

Cost of sales in the third quarter of 1997 decreased  approximately  $951,000 or
3.0% from the same period in 1996 and overall  gross profit as a  percentage  of
net sales was 38.3% in the third  quarter  of 1997 as  compared  to 31.1% in the
comparable period last year.

The higher gross profit as a percentage  of net sales  primarily  resulted  from
substantially decreased commodity costs, the effect of price increases effective
in August 1996 and April 1997 and improvements in operating efficiencies.

The Company  experienced a decrease in dairy prices in the third 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 the first
half of 1997, the Company  instituted a price increase of  approximately  3% for
its packaged  pint  products  effective in April 1997 to offset these  increased
costs.  Although the trend of rising dairy  commodity  prices has reversed since
July 1997, if dairy commodity prices begin to rise again to 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 32.6% to $15 million in
the  third  quarter  of 1997 from  $11.3  million  for the same  period in 1996.
Selling,  general  and  administrative  expenses  were 30.0% of net sales in the
third quarter of 1997 as compared to 24.5% for the comparable  period last year.
This  increase  is  primarily  attributable  to  increased  sales and  marketing
expenses  reflecting a national radio  advertising  campaign and increased trade
promotions to support the Company's brand domestically and in Europe.



Other Income (Expense)

Interest income  increased  $114,000 in the third quarter of 1997 as compared to
the same period in the prior year. The increase in interest  income was due to a
higher average invested balance  throughout the period.  Other expense increased
$69,000 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 increased  approximately  $430,000 due to the increase in income in
1997 as compared to 1996. The Company  anticipates an effective rate of 38.0% in
1997 which is comparable to the prior year.

Net Income

As a result of the foregoing, net income for the third quarter of 1997 increased
38.9% to $2.5  million  from $1.8  million  for the third  quarter of 1996.  Net
income was 5.1% of net sales in the third  quarter of 1997  compared  to 3.9% in
1996.  Net  income  per  share  increased  36.0% to $.34 per share for the third
quarter of 1997 as compared to $.25 per share in the third quarter of 1996.


Thirty-Nine Weeks Ended September 27, 1997 and September 28, 1996

Net Sales

Net sales for the  thirty-nine  weeks ended September 27, 1997 increased 3.6% to
$136.8  million  compared to $132.1  million  for the same period in 1996.  Pint
volume decreased 0.3% compared to the same period in 1996.  However the decrease
compared to the prior year is solely  attributable  to the first quarter of 1997
with  volume  increases  in both the  second  and third  quarters.  This  volume
decrease  was offset by price  increases  of  approximately  3% of pints sold to
distributors  that went into effect in August,  1996 and April 1997.  

Pint sales  represented  84% of total net sales in the first  three  quarters of
1997 compared to 83% for the same period in 1996. Net sales of 2 1/2 gallon bulk
containers  represented  approximately  8% of total net sales in the first three
quarters of 1997 and 1996. Net sales of novelties accounted for approximately 6%
of total net sales  during the first three  quarters of 1997  compared to 7% for
the same period in 1996. Net sales from the Company's retail stores  represented
2% of total net sales in the first three quarters of 1997 and 1996.

Cost of Sales and Gross Profit

Cost of  sales in the  first  three  quarters  of 1997  decreased  approximately
$682,000  from the same period in 1996 and overall  gross profit as a percentage
of net sales was 35.3% in 1997 as compared to 32.5% for the comparable period in
1996.  The higher gross profit as a percentage of net sales  primarily  resulted
from the effect of price increases  effective in August 1996 and April 1997, and
decreased commodity costs.

The Company  experienced a decrease in dairy prices in first nine months of 1997
compared  to the same period last year.  However  the  decrease  compared to the
prior year is  attributable  solely to the third  quarter  of 1997 which  offset
increases during the first half of 1997. In response to higher dairy costs which
started to increase in the summer and fall of 1996 and continued  into the first
half of 1997, the Company instituted a 3.4% price increase for its packaged pint
products  effective in April 1997 to offset these increased costs.  Although the
trend of rising  dairy  commodity  prices has  reversed  in July 1997,  if dairy
commodity prices begin to rise again to 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 22.0% to $42.6 million
for the first nine  months of 1997 from  $34.9  million  for the same  period in
1996. Selling,  general and administrative  expenses were 31.1% of net sales for
the first nine  months of 1997 as  compared  to 26.4% for the same  period  last
year. This increase is  attributable  to increased sales and marketing  expenses
and reflects  national  radio  advertising  and  increased  trade  promotions to
support the Company's brand domestically and in Europe.

Other Income (Expense)

Interest  income  increased  $114,000 during the first three quarters of 1997 as
compared to the same period in the prior year.  The increase in interest  income
was due to a higher average  invested  balance  throughout the period.  Interest
expense increased $37,000 during the first three quarters of 1997 as compared to
the same period in the prior year.  Other  income  (expense)  decreased  for the
first nine  months of 1997 from other  income of  $608,000  in the prior year to
other  expense of  $312,000  in 1997.  This is  primarily  due to the receipt of
insurance  settlement  proceeds of approximately  $884,000 in 1996 combined with
1997 losses associated with asset dispositions and foreign currency exchange.

Income Taxes

Income taxes  decreased $1.2 million due to the decrease in income.  The Company
anticipates  an effective rate of 38.0% in 1997 which is comparable to the prior
year.

Net Income

As a result of the  foregoing,  net income for the first three  quarters of 1997
decreased  37.4% to $3.2 million for 1997  compared to $5.1 million for the same
period in 1996. Net income was 2.3% of net sales for the first three quarters of
1997 compared to 3.9% for the same period in 1996. Net income per share was $.43
per share for the first  three  quarters  of 1997  compared to $.71 for the same
period in 1996.

Liquidity and Capital Resources

As of  September  27,  1997  the  Company  had  $51.4  million  of cash and cash
equivalents,  an increase of $15.3  million  since  December 28, 1996.  Net cash
provided  by  operations  in the first  nine  months of 1997 was $18.6  million.
Approximately  $2.7  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  $5.7 million and $11.9 million,  respectively.
These increases reflect the seasonality of the Company's  business and increased
sales and marketing  expenses.  Inventories  have  decreased  $3.3 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  $4.5  million.   Most  of  these  additional   projected  capital
expenditures  relate  to  equipment  upgrades  at  the  Company's  manufacturing
facilities, and computer related expenditures.

The Company has  repurchased  77,500  shares for  approximately  $988,000 of the
Company's  Class A common stock pursuant to the repurchase  program as announced
May 8, 1997 for use in connection with stock option awards under the 1995 Equity
Incentive Plan.

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 at the  Eurodollar  rate plus a  maximum  of 1.25%.  As of
November  10,  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.



<PAGE>




"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 this Form 10-Q and in "Risk Factors" in the Company's Annual Report
on Form 10-K for the year 1996.







<PAGE>



           ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K

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


           (b)     No reports on Form 8-K were filed  during the  quarter  ended
                   September 27, 1997, for which this report is filed.











<PAGE>


SIGNATURES

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





                                         BEN & JERRY'S HOMEMADE, INC.



DATE: November 11, 1997                  BY: /s/Frances Rathke
                                                --------------
                                         Frances Rathke, Chief Financial Officer
                                         and Secretary








<PAGE>



                         BEN & JERRY'S HOMEMADE, INC.

                      CONDENSED CONSOLIDATED BALANCE SHEETS

                                     ASSETS
                                 (In thousands)

<TABLE>

                                                                         September 27,       December
                                                                              1997           28, 1996
                                                                         ---------------   --------------
                                                                          (Unaudited)         (Note)
<S>                                                                        <C>              <C>

Current assets:
     Cash and cash equivalents                                             $     51,394     $     36,104
     Investments                                                                    529              466
     Accounts receivable:
       Trade (less allowance of $975 in 1997
        and $695 in 1996 for doubtful accounts)                                  14,413            8,684
       Other                                                                      1,036              275
     Inventories                                                                 12,085           15,365
     Deferred income taxes                                                        5,209            4,099
     Income taxes receivable                                                      1,043            2,920
     Prepaid expenses                                                               352              200
                                                                         ---------------   --------------
       Total current assets                                                      86,061           68,113

Property, plant and equipment, net                                               62,112           65,104
Investments                                                                       1,000            1,000
Other assets                                                                      2,503            2,448
                                                                         ---------------   --------------
                                                                            $   151,676      $   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.  

                                                     - 1 -

       See notes to condensed consolidated financial statements. 











<PAGE>




                          BEN & JERRY'S HOMEMADE, INC.

                      CONDENSED CONSOLIDATED BALANCE SHEETS

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


<TABLE>

                                                                         September 27,       December
                                                                              1997           28, 1996
                                                                         ---------------   --------------
                                                                          (Unaudited)         (Note)
<S>                                                                        <C>              <C>
Current liabilities:
     Accounts payable and accrued expenses                                 $     29,281     $     17,398
     Current portion of long-term debt and
       obligations under capital leases                                           5,311              660
                                                                         ---------------   --------------
     Total current liabilities                                                   34,592           18,058

Long-term debt and obligations under capital leases                              25,829           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: 6,489,142 at September 27, 1997
       and 6,364,733 at December 28, 1996                                           214              210
     Class B common stock - $.033 par value; authorized
       3,000,000 shares; issued: 871,928 at September 27, 1997
       and 897,664 at December 28, 1996                                              29               29
     Additional paid-in-capital                                                  49,865           48,753
     Retained earnings                                                           38,400           35,190
     Cumulative translation adjustment                                             (120)            (118)
     Treasury stock, at cost: 124,532 Class A and 1,092 Class B
       shares at September 27, 1997 and 67,032 Class A
       and 1,092 Class B shares at December 28, 1996                             (2,156)          (1,380)
                                                                         ---------------   --------------
       Total stockholders' equity                                                86,233           82,685
                                                                         ---------------   --------------
                                                                            $   151,676      $   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.  

                                                      - 2 -

       See notes to condensed consolidated financial statements.

<PAGE>


<TABLE>


                                                    BEN & JERRY'S HOMEMADE, INC.

                                               CONDENSED CONSOLIDATED STATEMENTS OF INCOME

                                                                 (Unaudited)

                                                (In thousands except per share amounts)





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

                                               September 27,      September 28,           September 27,        September 28,
                                                   1997                1996                   1997                 1996
                                             ------------------  -----------------      ------------------  ------------------

<S>                                           <C>                 <C>                    <C>                 <C>             
Net sales                                     $         49,956    $        46,143        $        136,805    $        132,075

Cost of sales                                           30,838             31,789                  88,534              89,216
                                             ------------------  -----------------      ------------------  ------------------

Gross profit                                            19,118             14,354                  48,271              42,859

Selling, general and
     administrative expenses                            14,977             11,291                  42,565              34,899
                                             ------------------  -----------------      ------------------  ------------------

Operating income                                         4,141              3,063                   5,706               7,960

Interest income                                            487                373                   1,299               1,185
Interest expense                                          (466)              (481)                 (1,520)             (1,483)
Other income (expense)                                     (89)               (20)                   (312)                608       
                                             ------------------  -----------------      ------------------  ------------------
                                                           (68)              (128)                   (533)                310
                                             ------------------  -----------------      ------------------  ------------------



Income before income taxes                               4,073              2,935                   5,173               8,270

Income taxes                                             1,545              1,115                   1,963               3,143
                                             ------------------  -----------------      ------------------  ------------------

Net income                                    $          2,528    $         1,820        $          3,210    $          5,127
                                             ==================  =================      ==================  ==================

Primary weighted average common and common
     equivalent shares outstanding                       7,341              7,221                   7,314               7,217

Net income per common share                   $           0.34    $          0.25        $           0.43    $           0.71

</TABLE>


                       See notes to condensed consolidated financial statements.
                                               - 3 -








<PAGE>



                                     BEN & JERRY'S HOMEMADE, INC.

                             CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

                                             (In thousands)
                                               (Unaudited)

<TABLE>

                                                                        For the Thirty-nine weeks ended

                                                                        September 27,       September 28,
                                                                            1997                1996
                                                                       ----------------    ----------------

<S>                                                                     <C>                 <C>           
Net income                                                              $        3,210      $        5,127
Adjustments to reconcile net income to net
cash provided by operating activities:
     Depreciation and amortization                                               5,797               5,052
     Allowance for bad debts                                                       408                 113
     Deferred income taxes                                                      (1,506)              1,000
     Stock award                                                                   212
     (Gain) loss on disposition of assets                                           99                 (54)
Changes in operating assets and liabilities:
     Accounts receivable                                                        (6,898)             (5,847)
     Inventories                                                                 3,280              (4,908)
     Prepaid expenses                                                             (152)                712
     Accounts payable and accrued expenses                                      11,883               3,247
     Income taxes receivable                                                     2,460                 461
                                                                       ----------------    ----------------  
                                                                                            
Net cash provided by operating activities                                       18,793               4,903  
                                                                                                            
Investing activities:                                                                                                         
     Additions to property, plant and equipment                                 (2,747)            (10,689) 
     Proceeds from sale of assets                                                   48                 174  
     Changes in other assets                                                      (260)               (321) 
     (Increase) decrease in investments                                            (63)              1,000  
                                                                       ----------------     ---------------- 
                                                                                                    
Net cash used for investing activities                                          (3,022)             (9,836)        
                                                                                                            
Financing activities:                                                                                                  
     Repayments of long-term debt and capital leases                              (607)               (369) 
     Re-purchase of common stock                                                  (988)                     
     Proceeds from issuance of common stock                                      1,116                 205            
                                                                       ----------------    ---------------- 
                                                                                                      
Net cash used for financing activities                                            (479)               (164)         
                                                                                                          
Effect of exchange rate changes on cash                                             (2)                  1    
                                                                       ----------------    ---------------- 
                                                                                           
Increase (decrease) in cash and cash equivalents                                15,290              (5,096) 
                                                                                                            
Cash and cash equivalents at beginning of period                                36,104              35,406  
                                                                       ----------------    ---------------- 
                                                                                                            
Cash and cash equivalents at end of period                              $       51,394      $       30,310  
                                                                       ================    ================ 
                                                                                                            
           See notes to condensed consolidated financial statements.                       
                                      - 4 -

</TABLE>