U. S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB

[x]  Quarterly  report under Section 13 or 15(d) of the Securities  Exchange Act
     of 1934 For the quarterly period ended September 30, 1997

[    ] Transition  report under Section 13 or 15(d) of the  Securities  Exchange
     Act of 1934 For the transition period from ____________ to ____________

                       Commission file number: 33-93982-LA

                             ANNIE'S HOMEGROWN, INC.
--------------------------------------------------------------------------------
        (Exact Name of Small Business Issuer as Specified in Its Charter)

              Delaware                                    06-1258214
--------------------------------------------------------------------------------
   (State or Other Jurisdiction of                    (I.R.S. Employer
    Incorporation or Organization)                    Identification No.)

                          180 Second Street, Suite 202
                                Chelsea, MA 02150
--------------------------------------------------------------------------------
                    (Address of Principal Executive Offices)

                                  617-889-2822
--------------------------------------------------------------------------------
                (Issuer's Telephone Number, Including Area Code)

                                      NONE

--------------------------------------------------------------------------------
              (Former Name, Former Address and Former Fiscal Year,
                          if Changed Since Last Report)

Check whether the issuer:  (1) filed all reports required to be filed by Section
13 or 15(d) of the  Exchange  Act during the past 12 months (or for such 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 ___

As of September 30, 1997, there were issued and outstanding  4,316,895 shares of
the issuer's Common Stock, $.001 par value.

Transitional Small Business Disclosure Format (check one):  Yes _____   No __X__










                             ANNIE'S HOMEGROWN, INC.

                                      INDEX


                                                                        Page No.
                                                                        --------

                          Part I. Financial Information

Item 1.  Financial Statements (Unaudited)

     Consolidated Balance Sheet as of
         September 30, 1997 (unaudited)                                     3

     Consolidated Statements of Operations for the Three and
         Six Months Ended September 30, 1997 and 1996 (unaudited)           4

     Statements of Cash Flows for the
         Six Months Ended September 30, 1997 and 1996 (unaudited)           5

Item 2.  Management's Discussion and Analysis of Financial
     Condition and Results of Operation                                  6-10


                            Part II Other Information

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


                                      -2-








PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements.

                             ANNIE'S HOMEGROWN, INC.
                           Consolidated Balance Sheet
                                    Unaudited
                               September 30, 1997
                               ------------------


<TABLE>
<S>                                                                 <C>
                                     Assets

Current assets
    Cash and cash equivalents                                       $   133,337
    Accounts receivable
       Trade                                                            172,899
     Related parties                                                     30,810
    Inventory                                                           899,178
    Other current assets                                                 19,214
                                                                    -----------
         Total current assets                                         1,255,438

Office equipment                                                         99,306
Accumulated depreciation                                                (49,980)
                                                                    -----------
         Office equipment, net                                           49,326
                                                                    
Due from officer                                                         75,000
Goodwill, net of amortization                                           396,850
Other assets                                                             44,126
                                                                    -----------
         Total assets                                               $ 1,820,740
                                                                    -----------

                      Liabilities and Stockholders' Equity

Current liabilities
    Accounts payable, trade                                         $   779,191
    Accrued expenses                                                     45,214
    Due to employees                                                     45,884
                                                                    -----------
         Total current liabilities                                      870,289

Commitments

Stockholders' equity Common stock, $.001 par value 
     Authorized 10,000,000 shares
     issued 4,428,801 shares
                                                                          4,429
    Additional paid in capital                                        2,121,872
    Accumulated deficit                                              (1,084,100)
    Note receivable stockholder                                          (1,750)
    Treasury stock, 111,906 common shares at cost                       (90,000)
                                                                    -----------
         Total stockholders equity                                      950,451                                                    
         Total liabilities and stockholders' equity                 $ 1,820,740
                                                                    ===========
</TABLE>
                                      -3-




                             ANNIE'S HOMEGROWN, INC.
                      Consolidated Statements of Operations
                                    Unaudited
<TABLE>
<CAPTION>

                                                                         Three months ended              Six  months ended
                                                                           September 30,                   September 30,
                                                                          -------------                   -------------
                                                                   1996               1997               1996               1997 
                                                               -----------        -----------        -----------        -----------

<S>                                                            <C>                <C>                <C>                <C>        
Net sales                                                      $ 1,111,025        $ 1,771,348        $ 2,013,490        $ 2,873,533

Cost of sales                                                      643,628          1,006,822          1,189,447          1,706,319
                                                               -----------        -----------        -----------        -----------

         Gross profit                                              467,397            764,526            824,043          1,167,214

Operating expenses:
     Selling                                                       259,332            470,091            595,135            779,433
     General and administrative                                    158,048            249,501            323,321            461,136
     Slotting fees                                                  11,685              1,501            157,971             41,593
     Compensation of outside directors                                --                 --                6,000               --
                                                               -----------        -----------        -----------        -----------

         Total operating expenses                                  429,065            721,093          1,082,427          1,282,162
                                                               -----------        -----------        -----------        -----------

         Operating income (loss)                                    38,332             43,433           (258,384)          (114,948)

Other income (loss)
     Interest expense and other charges                             (6,634)           (10,081)           (17,003)
                                                                                                                            (23,368)
     Interest and other income                                       2,000              2,882              8,048              4,791
                                                               -----------        -----------        -----------        -----------

         Income (loss) before income tax                            33,698             36,234           (267,339)          (133,525)

Income tax expense                                                     223                255                223                505
                                                               -----------        -----------        -----------        -----------

         Net income (loss)                                     $    33,475        $    35,979        $  (267,562)       $  (134,030)
                                                               ===========        ===========        ===========        ===========


Weighted average common
  shares outstanding                                             4,990,222          5,031,005          4,187,976          5,011,222

Net income (loss) per share                                            .01                .01               (.06)              (.03)

</TABLE>

                                      -4-


 



                             ANNIE'S HOMEGROWN, INC.
                      Consolidated Statements of Cash Flows
                                    Unaudited


<TABLE>
<CAPTION>

                                                                               Six months ended
                                                                                 September 30,   
                                                                             ---------------------
                                                                          1996                 1997
                                                                      --------------       ------------
<S>                                                                     <C>                 <C>       
Cash flows from operating activities:
    Net income (loss)                                                   $(267,562)          $(134,030)
    Adjustments to reconcile net income (loss) to net
     cash (used in) provided by operating activities:
         Depreciation and amortization                                      6,000              13,134
         Outside directors compensation                                     6,000                --
         Changes in
             Accounts receivable, trade                                   116,512            (131,052)
             Affiliate accounts, net                                      (26,141)             10,840
             Inventory                                                   (200,218)            277,205
             Other assets                                                  11,894             (25,619)
             Accounts payable, trade                                       34,473             137,184
             Accrued expenses                                             (66,984)            (42,279)
             Deferred revenue                                                --              (424,224)
               Due to employees                                            (2,100)               (822)
                                                                        ---------           ---------
                  Net cash (used in) provided by
                   operating activities                                  (388,126)           (319,663)

Cash flows from investing activities:
     Acquisition of  Raw Materials Food Co.                                  --               (19,946)
     Purchases of equipment                                                  (598)            (11,518)
                                                                        ---------           ---------
                  Net cash (used in) investing activities                    (598)            (31,464)

Cash flows from financing activities:
     Repayment of notes payable                                          (127,570)               --
     Issuance of common stock and exercise
      of stock options, net                                               870,857                --
                                                                        ---------           ---------
                  Net cash (used in) provided by
                   financing activities                                   743,287                --

Net (decrease) increase in cash and cash equivalents                      354,563            (351,127)
Cash and cash equivalents, beginning of period                             67,433             484,464
                                                                        ---------           ---------
Cash and cash equivalents, end of period                                $ 421,996           $ 133,337
                                                                        =========           =========

Supplemental disclosure of cash flow information
     Cash paid for interest                                             $  17,003           $  23,368
                                                                        =========           =========
     Cash paid for income taxes                                         $     223           $     505
                                                                        ---------           ---------

Supplemental disclosure of noncash financing activities are as follows:
     During 1996, $6,000 in compensation expense was recorded
      for stock options granted to four outside directors 
     On July 31, 1997, the Company issued 60,000 shares of common
      stock ($6.00 per share) in exchange for the outstanding common
      stock of Raw Materials Food Company.  See Note 2 of the Notes to
      Consolidated Financial Statements 

</TABLE>


                                      -5-





ANNIE'S HOMEGROWN, INC. NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1--BASIS OF PRESENTATION:

     In the  opinion of  management,  the  accompanying  unaudited  consolidated
financial   statements  contain  all  adjustments  (which  include  only  normal
recurring  adjustments)  necessary  to present  fairly the  Company's  financial
position at September 30, 1997,  its results of operations for the three and six
month periods ended  September 30, 1997 and 1996, and its cash flows for the six
month  periods  ended  September  30,  1997 and 1996.  Certain  information  and
footnote  disclosures  normally  included in  financial  statements  prepared in
accordance with generally accepted accounting  principles have been condensed or
omitted from the accompanying  consolidated  financial  statements.  For further
information,  reference should be made to the consolidated  financial statements
and notes thereto  included in the Company's  Annual Report on Form 10-K for the
fiscal year ended  December 31, 1996, on file with the  Securities  and Exchange
Commission.

NOTE 2--ACQUISITION OF RAW MATERIALS FOOD COMPANY .

     On July 31, 1997, the Company  acquired Raw Materials Food Company ("RMFC")
for $379,976  consisting  of 60,000 shares of common stock ($6.00 per share) and
$19,946 of  expenses.  The purchase  price has been  allocated to the net assets
acquired at their fair market value.  The excess of the purchase  price over the
fair market value of the net assets has been recorded as goodwill. Such goodwill
is being amortized over 20 years. The consolidated  financial statements reflect
the results of operations  and cash flows of RMFC from the date of  acquisition.
All  intercompany  balances and transactions  have been eliminated.  The Company
believes that no further financial statements or pro forma financial information
concerning  RMFC is  required  to be filed as part of this  Report.  For further
information,  reference should be made to the Company's report on Form 8-K dated
August 13, 1997, on file with the Securities and Exchange Commission

NOTE 3--CHANGE IN FISCAL YEAR

     On March 27, 1997,  the Board of Directors  approved a change in the fiscal
year of the Company from December 31st to March 31st.  For further  information,
reference  should be made to the  Company's  report  on Form 8-K dated  April 7,
1997, on file with the Securities and Exchange Commission.




ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.


                                    OVERVIEW

The Company has  developed  four premium  macaroni and cheese  dinners:  Annie's
Shells and Cheddar,  Annie's Alfredo, Annie's Whole Wheat Shells and Cheddar and
Annie's Mild Mexican(TM).  In addition, the Company introduced in April 1997 two
additional  premium  macaroni and cheese dinners:  Pizza Pasta and Mild Cheddar.
The Mild Cheddar  product is being promoted in  conjunction  with the Free Willy
Keiko Foundation with a portion of sales going to the foundation.

 In January 1997, the Company introduced a new line of all natural pasta dinners
called Annie's  One-Step.  The dinners combine  different pasta shapes with five
sauce recipes  which provide the  convenience  of one-step,  one-pot  cooking as
follows:  Annie's One-Step Rotini with Four Cheese Sauce, Annie's One-Step Penne
Pasta with Alfredo Sauce,  Annie's One-Step Radiatore Pasta with Sundried Tomato
and Basil Sauce,  Annie's  One-Step  Corkscrew Pasta with Savory Herb and Garlic
Sauce and Annie's  One-Step  Curly  Fettuccine  with White  Cheddar and Broccoli
Sauce. The Company also has an agreement with a specialty  retailer to provide a
private label house brand using the Company's  premium all natural white cheddar
cheese formula together with elbow macaroni.


                                      -6-










Most of the Company's  products are distributed in the continental United States
by  Liberty  Richter,  Inc.  ("Liberty").  Pursuant  to  a  master  distribution
agreement,  the Company  sells its  products to Liberty who in turn  resells the
products to its two main  classes of trade;  supermarket  chains and natural and
specialty food stores via warehouses located in New Jersey and California.

Liberty utilizes its own sales force and sub distributors.  In addition, Liberty
provides other services such as order processing,  invoicing, record management,
sales coverage,  broker  management,  promotion  execution,  management of sales
allowances   and  food  show   participation.   All   promotions   and  slotting
presentations  as well as sub  distributors  and  brokers are subject to Annie's
approval.

Liberty must  distribute  all new products  that Annie's  chooses to  distribute
through  Liberty's  channels  unless  Liberty  has  a  preexisting  non  compete
provision with another vendor.  The initial  distribution  agreement  expires on
December 31, 1997,  with automatic  renewals  scheduled on a year to year basis.
The contract has been renewed through December 31, 1998.

The Company's  cost of sales  consists of the cost of finished  product  shipped
from a co-packer.  The raw materials  are purchased by the Company  according to
the  specifications   provided  by  the  Company,   which  include  the  recipe,
ingredients,  graphics  and  packaging  for  the  product  and  shipped  to  the
co-packer.  The co-packer  packages the raw materials into the appropriate boxes
and cases according to orders specified by the Company. The products are shipped
directly  from the  co-packer  via  common  carrier to either of  Liberty's  two
warehouses.

Selling expenses include the costs of product marketing, sales commissions, cost
of product  distribution and account management.  Liberty retains brokers at the
approval of the Company who present the Company's products to supermarket chains
and distributors.  The brokers work on a commission  basis,  generally 5% of net
cash received. The Company negotiates, through the broker, the cost of acquiring
shelf space (introductory slotting) as well as the continuing support needed for
the product as indicated.  Introductory  slotting fees can take the form of cash
payments and/or free product allowances.

On July 31, 1997, the Company  purchased Raw Materials Food Company (RMFC) in an
exchange of stock. RMFC sells whole food supplements through natural food stores
and mail order. The Company believes that RMFC's product appeal to the Company's
core  customer  base--natural  food   buyers--strengthening   its  identity  and
franchise in this important market segment.  For further  information  regarding
the terms of the RMFC transaction,  reference is made to the Company's report on
Form 8-K dated  August  13,  1997,  on file  with the  Securities  and  Exchange
Commission.  The Company is presently  having  discussions  with other company's
which could lead to additional  strategic  relationships  or transactions in the
future consistent with its business strategy.

The  Company's  business  strategy is to develop new and unique all natural food
products,  to purchase  existing all natural food brands to sell to its existing
customer base and to continue to expand its national  supermarket  distribution.
The  Company  believes it will  benefit  from  greater  trade  relations  due to
Liberty's  favorable  position  in  the  supermarket  and  natural  food  trade.
Management believes its consolidated  distribution with Liberty's other products
will provide the Company greater access to key accounts in expansion  markets as
well as facilitate new product introductions into its existing customers.

                           FORWARD LOOKING STATEMENTS

From time to time,  information provided by the Company,  statements made by its
employees  or  information  included  in its  filings  with the  Securities  and
Exchange  Commission  (including this Form 10-QSB) may contain  statements which
are not historical facts, so called "forward looking statements",  which involve
risks and  uncertainties.  Forward  looking  statements are made pursuant to the
safe harbor provisions of the Private Securities  Litigation Reform Act of 1995.
When used in this form 10-QSB, the terms "anticipates",  "expects", "estimates",
"believes"  and  other  similar  terms  as they  relate  to the  Company  or its
management  are  intended  to  identify  such  forward  looking  statements.  In
particular,  statements made in Item 2., Management's Discussion and Analysis of
Financial  Condition and Results of Operations,  relating to the  sufficiency of
funds  for the  Company's  working  capital  requirements  during  1997  and the
Company's  expectation  that future cash flow will  continue to be provided from
operations are forward looking  statements.  The Company's actual future results
may differ  significantly  from 


                                      -7-






those  stated in any forward  looking  statements.  Factors  that may cause such
differences  include,  but are not  limited to: (i)  competitive  factors in the
market  place;  (ii) reliance on the Liberty  agreement;  (iii)  fluctuation  in
quarterly and annual  operating  results;  and (iv) dependence on key personnel,
among others. Each of these factors, and others, are discussed from time to time
in the Company's filings with the Securities and Exchange  Commission  including
the Company's annual report on Form 10-KSB for the year ended December 31, 1996.

RESULTS OF OPERATIONS

SIX MONTHS ENDED SEPTEMBER 30, 1997 COMPARED TO 
 SIX MONTHS ENDED SEPTEMBER 30, 1996

NET SALES.  Net sales increased by $860,043 or 42.71% from $2,013,490 in 1996 to
$2,873,533 in 1997. The net sales  increase was a result of increased  demand in
all market  sectors for our existing  products and running our fall promotion in
the current  quarter.  The increase in sales are as follows:  same product sales
are 17.81%;  new products are 16.15%;  private label is 3.54% and RMFC is 1.67%.
The Company believes that it has penetrated all major supermarket  chains in the
New England states,  and sells in several major  supermarket  chains in New York
and  California.  The Company has expanded  its  supermarket  business  into the
Mid-Atlantic  states as well as the Rocky Mountain region.  The Company believes
it has  penetrated  all of the major  natural  food  market  stores  across  the
country. Additionally, the Company continues to produce for a specialty retailer
their private label brand macaroni and cheese dinner.

GROSS PROFIT.  As a percentage of net sales,  gross profit decreased from 40.93%
in 1996 to 40.62% in 1997.  This  decrease was primarily a result of the Company
expanding its business into  supermarkets  using  distributors  instead of going
direct through their supermarket warehouse.  Sales to the distributors result in
lower profit margins.

SELLING EXPENSES. Selling expenses increased by $184,298 or 30.97% from $595,135
in 1996 to  $779,433 in 1997 but  decreased  as a  percentage  of net sales from
29.56% in 1996 to 27.12% in 1997. The increase in selling expenses  reflected an
increase in spending in marketing  costs,  including price  reductions and trade
show  appearances,  associated with the continued  roll-out of the Company's new
products in 1997 and. running our fall promotion in the current quarter.

GENERAL  AND  ADMINISTRATIVE  EXPENSES.   General  and  administrative  expenses
increased  by $137,815  or 42.62% from  $323,321 in 1996 to $461,136 in 1997 and
decreased  as a  percentage  of net sales from 16.06% in 1996 to 16.05% in 1997.
The  increase in general and  administrative  expenses is  primarily a result of
increased  spending  in  four  areas:  (i)  legal  fees  relating  to  reporting
requirements  of the  Securities and Exchange  Commission;  (ii) increase in the
management  fee from  Liberty  Richter  due to the  increase  in  volume;  (iii)
increased  cost for  outside  services  to handle  specific  projects;  and (iv)
printing costs and product development costs relating to new products.

SLOTTING FEES.  Slotting expenses  decreased by $116,378 or 73.67% from $157,971
in 1996 to $41,593 in 1997,  and  decreased  as a  percentage  of net sales from
7.85% in 1996 to 1.45% in 1997.  The decrease was due to the Company's  decision
to scale back the expansion of purchasing  additional shelf space which requires
paying  introductory  slotting  fees  for the  acquisition  of  shelf  space  at
supermarkets.  These  slotting  fees are required by most  supermarkets  and are
expensed at the time of product introduction.

COMPENSATION OF OUTSIDE  DIRECTORS.  In 1996,  $6,000 in compensation  for stock
options granted was recorded for the four outside directors of the Company.


THREE MONTHS ENDED SEPTEMBER 30, 1997 COMPARED TO
 THREE MONTHS ENDED SEPTEMBER 30, 1996

NET SALES.  Net sales increased by $660,323 or 59.43% from $1,111,025 in 1996 to
$1,771,348 in 1997. The net sales  increase was a result of increased  demand in
all market  sectors for our existing  products and running our fall promotion in
the current  quarter.  The increase in sales are as follows:  same product sales
are 41.69%; new products are 14.74% and RMFC is 3.00%. The Company believes that
it has penetrated all major  supermarket  chains in the New England states,  and
sells in  several  major  supermarket  chains  in New York and  California.  The


                                      -8-





Company has expanded its supermarket  business into the  Mid-Atlantic  states as
well as the Rocky Mountain region. The Company believes it has penetrated all of
the major natural food market stores across the country.

GROSS PROFIT.  As a percentage of net sales,  gross profit increased from 42.07%
in 1996 to 43.16% in 1997.  This  increase was primarily a result of an increase
in sales of the Company's new products and RMFC's  products,  both of which have
higher gross margins than the Company's original macaroni and cheese items.

SELLING EXPENSES. Selling expenses increased by $210,759 or 81.27% from $259,332
in 1996 to  $470,091 in 1997 and  increased  as a  percentage  of net sales from
23.34%  in 1996 to  26.54%  in 1997.  The  increase  in  selling  expenses  as a
percentage  of net sales  reflected  an  increase  in  spending  due to the fall
promotions as well as in marketing  costs,  including price reductions and trade
show  appearances,  associated with the continued  roll-out of the Company's new
products in 1997.

GENERAL  AND  ADMINISTRATIVE  EXPENSES.   General  and  administrative  expenses
increased  by $91,453 or 57.86%  from  $158,048  in 1996 to $249,501 in 1997 and
decreased  as a  percentage  of net sales from 14.23% in 1996 to 14.08% in 1997.
The  increase in general and  administrative  expenses is  primarily a result of
increased  spending in three  areas:  (i)  increase in the  management  fee from
Liberty  Richter due to the increase in volume;  (ii) increased cost for outside
services  to handle  specific  projects;  and (iii)  printing  costs and product
development costs relating to new products.

SLOTTING FEES.  Slotting expenses decreased by $10,184 or 87.15% from $11,685 in
1996 to $1,501 in 1997, and decreased as a percentage of net sales from 1.05% in
1996 to 0.08% in 1997.  The decrease was due to the Company's  decision to scale
back the expansion of purchasing  additional  shelf space which requires  paying
introductory  slotting fees for the acquisition of shelf space at  supermarkets.
These  slotting fees are required by most  supermarkets  and are expensed at the
time of product introduction.


                         LIQUIDITY AND CAPITAL RESOURCES

At September 30, 1997, the Company had $133,337 in cash and cash equivalents,  a
decrease of $107,500  from a balance of $240,837 at June 30, 1997 and a decrease
of $351,127  from a balance of $484,464 at March 31, 1997.  The decrease in cash
is  primarily  the net result of an  increase in  accounts  receivable  from the
distributor net of a reduction in deferred revenue from the distributor.

The Company has financed its operations to date through the proceeds of a public
offering of Common  Stock,  private sales of Common Stock and  convertible  debt
securities,  a line of credit from a financial  institution  and cash  generated
from  operations.  During the quarter  ended  September  30,  1997,  the Company
initiated discussions with various financial  institutions seeking an additional
line of credit of $500,000  to $950,000  and  initiated  discussions  with other
parties for the purpose of raising additional capital.  Management believes that
such financing and capital will be available.  The Company  anticipates that the
funds available from these sources together with funds generated from operations
will be  sufficient  to meet its  liquidity  needs for the next  twelve  months.
However,  at this stage,  the Company needs  ongoing  financing to implement its
business strategy as set forth herein.  If such financing is unavailable  either
because of general market conditions or the results of the Company's operations,
the Company may have to scale back either its  investments  in new products,  or
its national supermarket expansion, or both.

Most of the Company's  sales are made to Liberty under  contract  terms allowing
certain rights of return on unsold  product held by Liberty.  The contract calls
for  Liberty to pay the  Company  based on terms  relating to the receipt of the
Company's  products by Liberty.  The Company  defers  recognition  of such sales
until  the  product  is sold  by  Liberty  to its two  main  classes  of  trade;
supermarket chains and natural and specialty food stores.

Net cash used in operating  activities  for the six months ended  September  30,
1997 was  $319,663,  consisting  of payments for  operations  and an increase in
accounts  receivable from the distributor net of a reduction in deferred revenue
from the distributor.


                                      -9-






Net cash used in investing activities consisted of capital expenditures totaling
$11,518 which related principally to the purchase of plates and dies for the new
products as well as office equipment and $19,946 used for the acquisition of Raw
Materials Food Company.

The  Company  has a $10,000  unsecured  line of credit  with a bank which  bears
interest at the prime rate plus 8.9%.  At September  30, 1997 the Company had no
outstanding borrowings under the line of credit.

The Company's  primary  capital needs are for developing new products to sell to
its existing customer base and expansion into national supermarket distribution.
The  Company  has scaled  back its plan to expand its  supermarket  distribution
throughout  the United  States by  acquiring  shelf  space or new  "slots"  (one
product in one store equals one slot).  These slotting fees are required by most
supermarkets and are expensed at the time of product introduction.

In February 1997, the Financial  Accounting  Standards Board issued Statement of
Financial  Accounting Standards No. 128, Earnings per Share (FASB No. 128). FASB
No. 128 supersedes APB No. 15 and specifies the computation,  presentation,  and
disclosure  requirements  and earnings per share.  FASB No. 128 is effective for
financial  statements  for both interim and annual periods ending after December
15, 1997 and early application is not permitted.  Accordingly,  the Company will
apply FASB No. 128 for the quarter  ended  December  31, 1997 and restate  prior
period  information as required under the statement.  The Company has determined
that if the FASB No. 128 had been applied for the first quarter  ending June 30,
1997, the impact on earnings per share as currently stated would be immaterial.

In  June  1997,  the  Financial  Accounting  Standards  Board  issued  Financial
Accounting  Standards  No.  130,  Reporting  Comprehensive  Income and No.  131,
Disclosure  about Segments of an Enterprise and Related  Information,  which are
effective for fiscal years  beginning  after  December 15, 1997.  The Company is
currently evaluating the effects of these new standards.





                                      -10-













                                     PART II
                                OTHER INFORMATION

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K.

(a) Exhibits

     Exhibit Number
     --------------
         11                    Statement re:  computation of per share earnings
         27                    Financial Data Schedule

 (b) Reports on Form 8-K.

     The Company filed a report on Form 8-K,  dated August 13. 1997,  concerning
the purchase of Raw Materials Food Company. No financial statements or pro forma
financial information concerning RMFC was required to be filed therewith.


                                   SIGNATURES

     In accordance  with the  requirements  of the Exchange Act, the  registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.



                                  ANNIE'S HOMEGROWN, INC.
                                              (Registrant)


Date:  November 14, 1997          /s/   Paul B. Nardone           
                                 ---------------------------------
                                          Paul B. Nardone
                                          President


Date:  November 14, 1997          /s/   Neil Raiff            
                                 ----------------------------
                                          Neil Raiff
                                          Chief Financial Officer & Treasurer


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