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:
                                 March 29, 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.  6,392,864 shares of
Class A Common Stock and 890,854  shares of Class B Common Stock  outstanding as
of May 2, 1997.




<PAGE>


                          BEN & JERRY'S HOMEMADE, INC.
                   Form 10-Q for quarter ended March 29, 1997





                                      INDEX



         PART I: FINANCIAL INFORMATION                             PAGE NO.

Condensed Consolidated Balance Sheets
March 29, 1997 and December 28, 1996 .................................1-2

Condensed Consolidated Statements of Operations
Thirteen weeks ended March 29, 1997
and March 30, 1996 ......................................................3

Condensed Consolidated Statements of Cash Flows
Thirteen weeks ended March 29, 1997
and March 30, 1996 ......................................................4

Notes to Condensed Consolidated Financial Statements.................. 5-6

Management's Discussion and Analysis of Financial
Condition and Results of Operations................................... 7-10


         PART II: OTHER INFORMATION

Item 6-Exhibits and Reports on Form 8-K .................................11


SIGNATURES...............................................................12




<PAGE>


                          BEN & JERRY=S HOMEMADE, INC.
                   Form 10-Q for quarter ended March 29, 1997



                    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

                                                  March 29,         December 28,
                                                  1997              1996
                                                  ----              ----
Ice cream, frozen yogurt, sorbet and ingredients  $13,947           $14,221
Paper goods                                           780               492
Food, beverage and gift items                         484               652
                                                      ---               ---
                                                 
                     Total                        $15,211           $15,365
                                                  =======           =======

3. ACCOUNTS PAYABLE AND ACCRUED EXPENSES


                                                 March 29,          December 28,
                                                 1997               1996
                                                 ----               ----
Trade accounts payable                             $5,030            $4,337
Accrued expenses                                    8,999             8,825
Accrued payroll and related costs                   2,095             2,152
Accrued promotional costs                           3,937             2,076
Other                                                  53                 8
                                                       --                 -
                     Total                        $20,114           $17,398
                                                   ======           =======
                                                                         











<PAGE>


                          BEN & JERRY'S HOMEMADE, INC.
                   Form 10-Q for quarter ended March 29, 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 first quarters ended March 29, 1997 and March
30,  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>


                          BEN & JERRY=S HOMEMADE, INC.
                   Form 10-Q for quarter ended March 29, 1997



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

Results of Operations

The  following  table shows certain items as a percentage of net sales which are
included in the Company's  Condensed  Statement of Operations and the percentage
increase (decrease) of such items as compared to the indicated prior period.

<TABLE>


                                     Percentage of Net Sales        Period-to-Period
                                         Thirteen Weeks            Increase (Decrease)
                                            Ended                       
                                                                         Thirteen Weeks
                                     March       March                   1997 Compared
                                     29, 1997    30, 1996                To 1996
                                     --------    --------                -------
<S>                                  <C>         <C>                     <C>                                                        
Net Sales                            100.0%      100.0%                  (4.6%)
Cost of Sales                         72.3%       68.4%                   0.9%
                                      ----        ----                    --- 
               
Gross Profit                          27.7%       31.6%                  (16.4%)
Selling, general and
  administrative expenses             31.5%       27.3%                  10.1%
                                      ----        ----                   ---- 
                                      

Operating income (loss)               (3.9%)       4.3%                  (186.9%)
Other income (expense)                (0.9%)       1.5%                  (152.2%)
                                      ------       ----                  -------

Income (loss) before income taxes     (4.7%)       5.8%                  (177.6%)
Income taxes                          (1.8%)       2.2%                  (177.5%)
                                      -----        ----                  -------
Net Income (loss)                     (2.9%)       3.6%                  (177.6%)
                                      ====         ===                   ======  
                                     

</TABLE>



Thirteen Weeks Ended March 29, 1997 and March 30, 1996

Net Sales

Net sales of $36.1 million for the thirteen weeks ended March 29, 1997 were down
4.6% from the same period in 1996. This decrease resulted from a volume decrease
offset by a price  increase of the  Company's  pint sales during this quarter as
compared to the prior year. Pint volume  decreased  9.7%,  which was offset by a
3.6% price  increase on  packaged  pints  effective  in August,  1996.  Both the
novelty and 2 2 gallon bulk container  product  categories had increases in unit
volume.

Pint sales  represented  88% of total net sales in the first quarter of 1997 and
90% of total net sales in





<PAGE>


                          BEN & JERRY=S HOMEMADE, INC.
                   Form 10-Q for quarter ended March 29, 1997



the first quarter of 1996. Net sales of 2 2 gallon bulk  containers  represented
approximately  6% of total net sales in the first  quarter of 1997 and 5% in the
first quarter of 1996. Net sales of novelty products accounted for approximately
5% of total net sales in this  period in 1997 and 4% of total net sales in 1996.
Net sales from the Company's retail stores  represented 1% of total net sales in
the first quarters of 1997 and 1996.

Cost of Sales and Gross Profit

Cost of sales in the first quarter of 1997 increased  approximately  $221,000 or
0.9% over the same period in 1996 and overall  gross profit as a  percentage  of
net sales  decreased from 31.6% in 1996 to 27.7% in 1997. The lower gross profit
as a percentage of net sales  primarily  resulted from planned lower  production
volumes  designed to lower the Company's  finished  goods  inventory,  increased
commodity costs and also reflects lower sales volume offset by the effect of the
price  increase  effective  in August  1996.  In  addition,  due to higher  than
anticipated  levels of  inventory  as a result of lower than  anticipated  sales
volume,  the Company has  provided  additional  reserves for  potential  product
obsolescence.

Selling, General and Administrative Expenses

Selling,  general and administrative expenses increased 10.1% from $10.4 million
in the first  quarter of 1996 to $11.4  million in 1997.  Selling,  general  and
administrative  expenses as a percentage  of net sales  increased  from 27.3% in
1996 to 31.5% in 1997. This primarily reflects  increased  promotional and sales
expenses  in part  related  to new  product  entries,  combined  with  increased
international  costs  primarily  for France  market  entry.  In addition,  these
expenses as a percentage of net sales are calculated on a lower net sales basis.


Other Income (Expense)

Other income  (expense)  decreased  $901,000 during the first quarter of 1997 as
compared to 1996 primarily  reflecting proceeds recorded in the first quarter of
1996 of $884,000 from an insurance claim settlement related to inventory damaged
in 1995.  In the first  quarter of 1997,  other  income  primarily  consists  of
interest  and  dividend  income of  approximately  $405,000,  offset by interest
expense of  $550,000.  Interest and  dividend  income and interest  expense were
$359,000 and $517,000 respectively in the first quarter of 1996.

Income Taxes

The Company  recorded an income tax benefit of $649,000 in the first  quarter of
1997.  The Company  anticipates  an  effective  tax rate of 38% in 1997 which is
comparable to the effective rate in the prior year.






<PAGE>


                          BEN & JERRY=S HOMEMADE, INC.
                   Form 10-Q for quarter ended March 29, 1997




Net Income (loss)

As a result of the  foregoing,  the net loss for the first  quarter  of 1997 was
$2.4  million  less than the net income for the first  quarter of 1996.  The net
loss as a percentage of net sales was 2.9% in the first quarter of 1997 compared
to net  income  of 3.6% of net  sales in 1996.  Net loss per  share was $.15 per
share for the first  quarter of 1997 compared to net income of $.19 per share in
1996.  Although financial results are disappointing,  the Company  anticipates a
return to profitability for the remainder of 1997.


Liquidity and Capital Resources

As of  March  29,  1997  the  Company  had $  31.1  million  of  cash  and  cash
equivalents,  a decrease of $5.0 million since  December 28, 1996. Net cash used
by operations in the first quarter of 1997 was  approximately  $3.9 million.  In
addition,  $867,000 was used for net additions to property, plant and equipment,
primarily for equipment upgrades at the Company's manufacturing facilities.

Trade accounts  receivable  have increased since December 1996 from $8.7 million
to $15.5 million.  This increase reflects seasonally higher sales as compared to
the fourth  quarter,  as well as a lower December,  1996  receivable  balance as
compared  to  December  1995 as a result of the  timing  of sales in the  fourth
quarter of 1996.  Inventories  have  remained  level at $15.4  million and $15.2
million as of December 28, 1996 and March 29, 1997 respectively.  The components
of inventory  have changed  reflecting  a decrease of finished  goods  inventory
compared to December 1996 due to planned lower  production  offset by seasonally
higher raw material inventories.

The  Company  anticipates  capital  expenditures  in the  remainder  of  1997 of
approximately  $7.0  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.

The Company also has two lines of credit for an aggregate  of  $20,000,000  with
the 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 either
banks' Base Rate or the  Eurodollar  rate plus a maximum of 1.25%.  As of May 2,
1997,  there have been no  borrowings  under  these  line of credit  agreements.
Management intends to renew these lines of credit.

Management believes that internally generated funds, cash currently on hand, 





<PAGE>


                          BEN & JERRY=S HOMEMADE, INC.
                   Form 10-Q for quarter ended March 29, 1997


investments held in marketable  securities (pending their use in the business),
and equipment lease financing   will  be  adequate  to  meet   anticipated 
operating  and  capital requirements.



"Forward-Looking Statements"

This  section,  as well as other  portions of this  document,  includes  certain
forward-looking statements about the Company's business and new products, sales,
expenditures  and cost  savings,  effective  tax  rate,  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 March 29, 1997




                    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
                 March 29, 1997, for which this report is filed.






<PAGE>


                          BEN & JERRY=S HOMEMADE, INC.
                   Form 10-Q for quarter ended March 29, 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

DATE:  May 13, 1997






<PAGE>

                          BEN & JERRY'S HOMEMADE, INC.

                      CONDENSED CONSOLIDATED BALANCE SHEETS

                                     ASSETS
                                 (In thousands)

<TABLE>

                                                                         March 29,             December
                                                                           1997                28, 1996
                                                                     ------------------    ------------------
                                                                        (Unaudited)             (Note)
<S>                                                                       <C>                   <C>         
Current assets:
      Cash and cash equivalents                                           $     31,124          $     36,104
      Investments                                                                  484                   466
      Accounts receivable:
         Trade (less allowance of $737 in 1997
          and $695 in 1996 for doubtful accounts)                               15,475                 8,684
         Other                                                                     382                   275
      Inventories                                                               15,211                15,365
      Deferred income taxes                                                      5,438                 4,099
      Income taxes receivable                                                    2,462                 2,920
      Prepaid expenses                                                             319                   200


                                                                     ------------------    ------------------
         Total current assets                                                   70,895                68,113
                                                                     ------------------    ------------------

Property, plant and equipment, net                                              64,064                65,104
Investments                                                                      1,000                 1,000
Other assets                                                                     2,450                 2,448
                                                                     ------------------    ------------------
Total assets                                                               $   138,409           $   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>

                                                                         March 29,             December
                                                                           1997                28, 1996
                                                                     ------------------    ------------------
                                                                        (Unaudited)             (Note)
<S>                                                                       <C>                   <C>
Current liabilities:
      Accounts payable and accrued expenses                               $     20,114          $     17,398
      Current portion of long-term debt and
         obligations under capital leases                                          611                   660
                                                                     ------------------    ------------------
      Total current liabilities                                                 20,725                18,058

Long-term debt and obligations under capital leases                             30,943                31,087

Deferred income taxes                                                            5,029                 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: 6,378,764 at March 29, 1997
         and 6,364,733 at December 28, 1996                                        210                   210
      Class B common stock - $.033 par value; authorized
         3,000,000 shares; issued: 893,078 at March 29, 1997
         and 897,664 at December 28, 1996                                           29                    29
      Additional paid-in-capital                                                48,838                48,753
      Retained earnings                                                         34,131                35,190
      Cumulative translation adjustment                                           (117)                 (118)
      Treasury stock, at cost: 67,032 Class A and 1,092 Class B
         shares at March 29, 1997 and December 28, 1996                         (1,380)               (1,380)

                                                                     ------------------    ------------------
         Total stockholders' equity                                             81,712                82,685
                                                                     ------------------    ------------------
                                                                           $   138,409           $   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.
                                                        
                                                                   - 2 -


<PAGE>
 

                          BEN & JERRY'S HOMEMADE, INC.

                CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

                                   (Unaudited)

                    ( In thousands except per share amounts)


<TABLE>


                                          For the Thirteen weeks ended

                                           March 29,          March 30,
                                             1997                1996
                                      ------------------  -----------------

<S>                                        <C>                <C>         
Net sales                                  $     36,148       $     37,889

Cost of sales                                    26,145             25,924
                                      ------------------  -----------------

Gross profit                                     10,003             11,965

Selling, general and
      administrative expenses                    11,402             10,356
                                      ------------------  -----------------

Operating income (loss)                          (1,399)             1,609

 Interest income                                    405                359
 Interest expense                                  (550)              (517)
Other income (expense)                             (164)               750
                                     
                                      ------------------  -----------------
                                                   (309)               592
                                      ------------------  -----------------
                                      


Income (loss) before income taxes                (1,708)             2,201

Income taxes (benefit)                             (649)               837
                                      ------------------  -----------------

Net income (loss)                          $     (1,059)     $       1,364
                                      ==================  =================

Weighted average common
      shares outstanding                          7,264              7,242

Net income (loss) per common share         $      (0.15)     $        0.19

</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 Thirteen weeks ended

                                                                        March 29,           March 30,
                                                                           1997                1996
                                                                    ------------------- -------------------                     
 <S>                                                                     <C>                 <C>
 Operating activities:
        Net income (loss)                                                $      (1,059)      $      1,364
        Adjustments to reconcile net income (loss) to net
        cash provided by (used for) operating activities:
             Depreciation and amortization                                       1,939              1,634
             Allowance for bad debts                                                53
             Deferred income taxes                                              (1,145)             1,050
             Loss on disposition of assets                                          37                 32
        Changes in operating assets and liabilities:
             Accounts receivable                                                (6,951)            (3,346)
             Inventories                                                           154             (2,891)
             Prepaid expenses                                                     (119)            (1,265)
             Accounts payable and accrued expenses                               2,716              3,079
             Income taxes receivable                                               458               (156)
                                                                    -------------------  -----------------
                                                                             
        Net cash used for operating activities                                  (3,917)              (499)

Investing activities:
        Additions to property, plant and equipment                                (867)            (3,160)
        Proceeds from sale of assets                                                                   60
        Changes in other assets                                                    (71)               (28)
        Increase in investments                                                    (18)                
                                                                    -------------------  -----------------
  
                                                                                                                           
        Net cash used for investing activities                                    (956)            (3,128)

Financing activities:
        Repayments of long-term debt and capital leases                           (193)              (224)
        Net proceeds from issuance of common stock                                  85                 94
                                                                    -------------------  -----------------
         
        Net cash used for financing activities                                    (108)              (130)

Effect of exchange rate changes on cash                                              1                (10)
                                                                    -------------------  -----------------
          
                                                                    
Decrease in cash and cash equivalents                                           (4,980)            (3,767)

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

Cash and cash equivalents at end of period                               $      31,124        $    31,639
                                                                    ===================  =================

</TABLE>


See notes to condensed consolidated financial statements 

                                                                   - 4 -