UNITED STATES 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 quarter ended September 30, 1995
                                   ------------------
[ ]  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)                    (Zip Code)

                                  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 Securities Exchange Act of 1934 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            No   X
    ------        -----
Number of shares of Common Stock,  $.001 par value,  outstanding as of September
30, 1995:

                                4,003,984 shares
                                ----------------

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
        Balance Sheet as of September 30, 1995 (unaudited)                     3

        Statements of Operations for the Three Months and
        Nine Months Ended September 30, 1995 and 1994 (unaudited)              4
 
        Statements of Cash Flows for the Nine Months Ended
        September 30, 1995 and 1994 (unaudited)                                5

        Item 2.  Management's Discussion and Analysis of Financial
        Condition and Results of Operation                                   6-8


Part II Other Information

        Item 6. Exhibits and Reports on Form 8-K                               9
        Signatures                                                             9

------------------------------------------------------------------------------

Statement of Fair Presentation

The  financial  information  included  herein is  unaudited.  In  addition,  the
financial  information does not include all disclosures required under generally
accepted accounting  principles because certain note information included in the
Company's  annual report to shareholders  has been omitted and such  information
should be read in conjunction with the prior year's annual report.  However, the
financial  information reflects all adjustments  (consisting of normal recurring
adjustments)  which are,  in the  opinion  of  management,  necessary  to a fair
statement  of  results  for the  interim  periods.  The  Company  considers  the
disclosures adequate to make the information presented not misleading.

                                      -2-


                             ANNIE'S HOMEGROWN, INC.
                                  Balance Sheet
                                    Unaudited

                                                              September 30, 1995
                                                              ------------------
                                     Assets
Current assets
    Cash and cash equivalents                                         $     171
    Accounts receivable
       Trade                                                            238,071
       Related parties                                                   31,249
    Inventory                                                            74,549
    Other current assets                                                    500
                                                                      ---------
         Total current assets                                           344,540

Office equipment                                                         49,436
Accumulated depreciation                                                (20,825)
                                                                      ----------
         Office equipment, net                                           28,611

Due from officer                                                         75,000
Other assets                                                             24,587
                                                                      ---------

         Total assets                                                 $ 472,738
                                                                      =========

                  Liabilities and Stockholders' Equity (Deficit)
Current liabilities
    Notes payable                                                     $ 167,500
    Accounts payable, trade                                             446,744
    Accrued expenses                                                    174,032
    Due to employees                                                     28,177
                                                                      ---------
         Total current liabilities                                      816,453

Commitments

Stockholders' equity (deficit) 
Common stock, $.001 par value 
     Authorized 10,000,000 shares
     issued 4,115,890 shares                                              4,116
    Additional paid in capital                                          300,730
    Accumulated deficit                                                (556,811)
    Note receivable stockholder                                          (1,750)
    Treasury stock, 111,906 common shares at cost                       (90,000)
                                                                      ----------
         Total stockholders equity (deficit)                           (343,715)

         Total liabilities and stockholders' equity                   $ 472,738
                                                                      =========
                                      -3-




                             ANNIE'S HOMEGROWN, INC.
                            Statements of Operations
                                    Unaudited


<TABLE>
<CAPTION>
                                                                    Three months ended                     Nine months ended   
                                                                        September 30,                        September 30,  
                                                                   ----------------------                ---------------------
                                                                     1994          1995                 1994                1995 
                                                                  -----------  -----------            ---------            -------

<S>                                                            <C>                <C>                <C>                <C>        
Net sales                                                      $   661,349        $ 1,328,834        $ 2,045,662        $ 3,519,146

Cost of sales                                                      404,252            787,841          1,193,739          2,068,784
                                                               -----------        -----------        -----------        -----------

         Gross profit                                              257,097            540,993            851,923          1,450,362

Operating expenses:
     Selling                                                       170,566            367,165            474,685            966,615
     General and administrative                                    118,026            204,457            313,007            518,748
     Slotting fees                                                  11,854            113,095             23,722            278,266
                                                               -----------        -----------        -----------        -----------


         Total operating expenses                                  300,446            684,717            811,414          1,763,629
                                                               -----------        -----------        -----------        -----------

         Operating income (loss)                                   (43,349)          (143,724)            40,509           (313,267)

Other income (loss)
     Interest expense and other charges                             (8,190)            (8,277)           (24,106)           (20,945)
     Interest and other income                                      26,703                 24             28,111             19,394
                                                               -----------        -----------        -----------        -----------

         Income (loss) before income tax                           (24,836)          (151,977)            44,514           (314,818)

Income tax expense                                                       0                166              2,275              2,129
                                                               -----------        -----------        -----------        -----------

         Net income (loss)                                     $   (24,836)       $  (152,143)       $    42,239        $  (316,947)
                                                               ===========        ===========        ===========        ===========


Weighted average common
  shares outstanding                                             3,846,789          4,000,308          4,667,304          3,966,546

Net income (loss) per share                                           (.01)              (.04)               .01               (.08)


</TABLE>

                                      -4-






                             ANNIE'S HOMEGROWN, INC.
                            Statements of Cash Flows
                                    Unaudited
<TABLE>
<CAPTION>


                                                                                                           Nine months ended
                                                                                                              September 30,  
                                                                                                          ---------------------
                                                                                                     1994                    1995  
                                                                                                   ---------              ---------
<S>                                                                                                <C>                    <C>       
Cash flows from operating activities:
    Net income (loss)                                                                              $  42,239              $(316,947)
    Adjustments to reconcile net income (loss) to net
     cash (used in) provided by operating activities:
         Depreciation and amortization                                                                  --                    6,200
         Changes in:
             Accounts receivable - trade                                                             (45,622)               (16,261)
             Affiliate accounts, net                                                                (119,115)               265,877
             Inventory                                                                                91,162                130,831
             Other assets                                                                             (1,041)               (16,744)
             Accounts payable - trade                                                                (76,120)               128,003
             Accrued expenses                                                                         78,718                 58,934
               Due to employees                                                                      (27,260)                (3,771)
                                                                                                   ---------              ---------
                  Net cash (used in) provided by
                   operating activities                                                              (57,039)               236,122

Cash flows from investing activities:
     Purchases of office equipment                                                                   (19,415)               (11,601)
                                                                                                   ---------              ---------
                  Net cash (used in) investing activities                                            (19,415)               (11,601)

Cash flows from financing activities:
     Repayment of notes payable                                                                       (2,600)               (91,750)
     Net proceeds from notes payable                                                                  75,171                 41,092
     Issuance of common stock and exercise
      of stock options, net                                                                            3,600               (176,134)
                                                                                                   ---------              ---------
                  Net cash (used in) provided by
                   financing activities                                                               76,171               (226,792)

Net (decrease) increase in cash and cash equivalents                                                    (283)                (2,271)
Cash and cash equivalents, beginning of period                                                         4,722                  2,442
                                                                                                   ---------              ---------

Cash and cash equivalents, end of period                                                           $   4,439              $     171
                                                                                                   =========              =========

Supplemental disclosure of cash flow information
     Cash paid for interest                                                                        $  24,106              $  20,605
                                                                                                   =========              =========
     Cash paid for income taxes                                                                    $   2,275              $   2,128
                                                                                                   =========              =========
</TABLE>


                                      -5-



                             ANNIE'S HOMEGROWN, INC.

                      MANAGEMENT'S DISCUSSION AND ANALYSIS


OVERVIEW

The Company's net sales are generated by sales to  supermarkets  and natural and
specialty food stores. Net sales are net of product returns and allowances.  The
Company  sells most of its product to its customers on a credit basis with 2% 10
day,  net 15 day terms.  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)  . 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  formulae  together with
elbow macaroni.

The Company's cost of sales consists of purchasing cheese from a cheese supplier
as  well  as  finished  product  from  pasta  manufacturers.  The  products  are
manufactured  according to the  specifications  provided by the  Company,  which
include the recipe,  ingredients,  graphics and packaging  for the product.  The
Company  products are shipped  directly from the manufacturer via common carrier
to either of two public warehouses located in Massachusetts and California.  The
Company  generally  distributes its products by either shipping  directly to the
supermarket chains' central warehouses or to a wholesale grocery distributor.

Selling expenses include the costs of product marketing, sales commissions, cost
of product distribution and account management.  The Company retains brokers 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.  Introductory  slotting fees can take the form of cash payments  and/or
free product allowances.

The Company's strategy is to continue to expand its supermarket and natural food
distribution  nationally  as well as to develop new and unique all natural  food
products for sale to its existing customer base.



RESULTS OF OPERATIONS


NINE MONTHS ENDED SEPTEMBER 30, 1995 COMPARED TO NINE MONTHS ENDED
SEPTEMBER 30, 1994

NET SALES.  Net sales  increased by $1,473,484 or 72.03% from $2,045,662 in 1994
to  $3,519,146  in 1995.  The net sales  increase was  primarily a result of our
growth in the slotting of new accounts in 1995. 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.  Additionally,  the Company  continues to produce for a
specialty  retailer  their private label brand  macaroni and cheese dinner using
the Company's white cheddar cheese formula.

GROSS PROFIT.  As a percentage of net sales,  gross profit decreased from 41.65%
in 1994 to 41.21% in 1995.  This  small  decrease  was  primarily  a result of a
different mix in the  Company's  products  including  shipping the private label
house brand  which has a lower  margin than the  Company's  regular  products in
combination  with the Company  switching to a lower price  supplier in 1995 from
1994.

                                      -6-




                             ANNIE'S HOMEGROWN, INC.

                MANAGEMENT'S DISCUSSION AND ANALYSIS - CONTINUED


SELLING  EXPENSES.  Selling  expenses  increased  by  $491,930  or 103.63%  from
$474,685 in 1994 to $966,615 in 1995 and  increased as a percentage of net sales
from 23.20% in 1994 to 27.46% in 1995.  The  increase  in selling  expenses as a
percentage  of net sales  primarily  reflected  an increase in spending in three
primary  areas:  (i) the hiring of additional  personnel to sell and support the
Company's  products and customer  base,  (ii) increase in freight costs due to a
customer  base  expanding   further  away  from  the  Company's   warehouses  in
Massachusetts and California,  (iii) marketing costs, including price reductions
and trade  show  appearances,  associated  with the  continued  roll-out  of the
Company's products in 1995.

GENERAL  AND  ADMINISTRATIVE  EXPENSES.   General  and  administrative  expenses
increased  by $205,741  or 65.73% from  $313,007 in 1994 to $518,748 in 1995 and
decreased  as a  percentage  of net sales from 15.30% in 1994 to 14.74% in 1995.
The increase in costs relates to hiring more personnel to handle the increase in
volume as well as the initial public offering.

SLOTTING FEES.  Slotting expenses increased by $254,544 or 1073.03% from $23,722
in 1994 to $278,266 in 1995,  and  increased as a  percentage  of net sales from
1.16% in 1994 to 7.91% in 1995.  The increase was due to the Company's  decision
to proceed in  anticipation of the initial public offering with the expansion by
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.



THREE MONTHS ENDED SEPTEMBER 30, 1995 COMPARED TO THREE MONTHS ENDED
SEPTEMBER 30, 1994

NET SALES.  Net sales  increased by $667,485 or 100.93% from $661,349 in 1994 to
$1,328,834 in 1995.  The net sales increase was primarily a result of our growth
in the  slotting of new  accounts  in 1995.  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.

GROSS PROFIT.  As a percentage of net sales,  gross profit increased from 38.87%
in 1994 to 40.71% in 1995.  This  increase was primarily a result of the Company
switching to a lower price supplier in 1995 from 1994.

SELLING  EXPENSES.  Selling  expenses  increased  by  $196,599  or 115.26%  from
$170,566 in 1994 to $367,165 in 1995 and  increased as a percentage of net sales
from 25.79% in 1994 to 27.63% in 1995.  The  increase  in selling  expenses as a
percentage of net sales primarily reflected an increase in spending in marketing
costs, including advertising and price reductions.


                                      -7-





                             ANNIE'S HOMEGROWN, INC.

                MANAGEMENT'S DISCUSSION AND ANALYSIS - CONTINUED


GENERAL  AND  ADMINISTRATIVE  EXPENSES.   General  and  administrative  expenses
increased  by $86,431 or 73.23%  from  $118,026  in 1994 to $204,457 in 1995 and
decreased  as a  percentage  of net sales from 17.85% in 1994 to 15.39% in 1995.
The increase in costs relates to hiring more personnel to handle the increase in
volume as well as the initial public offering.

SLOTTING FEES.  Slotting expenses  increased by $101,241 or 854.07% from $11,854
in 1994 to $113,095 in 1995,  and  increased as a  percentage  of net sales from
1.79% in 1994 to 8.51% in 1995.  The increase was due to the Company's  decision
to proceed in  anticipation of the initial public offering with the expansion by
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

The Company has financed its operations to date through a private sale of equity
and convertible debt securities,  a line of credit from a financial  institution
and cash  generated  from  operations.  At September 30, 1995, the Company had a
working capital  deficit of $471,913.  The working capital deficit was primarily
generated by the Company's  decision to proceed in  anticipation  of the initial
public  offering with the expansion by purchasing  additional  shelf space which
requires paying introductory slotting fees for the acquisition of shelf space at
supermarkets.

The Company has a revolving  line of credit with a financial  institution in the
amount of $150,000 which bears interest at the prevailing prime rate plus 3%. In
addition,  each borrowing  incurs a service fee which varies from 0.5% to 8% (up
to 90 days)  depending on the number of days the borrowing is  outstanding.  The
line of credit is secured by the Company's accounts receivable and inventory and
guaranteed by an officer and certain directors of the Company.  The Company also
has a $10,000  unsecured  line of credit with a bank which bears interest at the
prime  rate plus  8.9%.  At  September  30,1995  the  Company  had  $160,000  in
outstanding borrowings under the lines of credit.

The Company's primary capital needs are for expansion into national  supermarket
distribution  and to develop new  products.  The  Company  intends to expand its
supermarket  distribution  throughout the United States by acquiring shelf space
or new "slots" (one product in one store equals one slot). The Company's planned
expenditures  for slotting  fees for the balance of 1995 are to be funded with a
portion of the net proceeds of the initial public offering. The Company believes
that the net proceeds  from the public  offering,  together  with the  Company's
increased line of credit and funds that may be generated from  operations,  will
be  sufficient  to fund the  Company's  currently  anticipated  working  capital
requirement and expenditure for at least the next twelve months.


SUBSEQUENT EVENTS

In June 1996,  the Company  renegotiated  its line of credit with the  financial
institution. The Company increased its line of credit from $150,000 to $300,000.
In  addition,  the service  fees  charged were reduced from 0.5% to 8% (up to 90
days) to 0.4% to 6.4% (up to 90 days).

On July 31,  1996,  the  Company  closed its initial  public  offering of Common
Stock.  In total,  256,490  shares  were sold  resulting  in gross  proceeds  of
approximately  $1,500,000.  Expenses from the inception of the offering  totaled
approximately $325,000.

                                      -8-


                             ANNIE'S HOMEGROWN, INC.

                           PART II - OTHER INFORMATION


 EXHIBITS LIST AND REPORTS ON FORM 8-K

(A) EXHIBITS

     Exhibit Number
     --------------
         27.1                                        Financial Data Schedule

(B) REPORTS ON FORM 8-K

 No reports on Form 8-K were filed by the Company  during the  Company's  fiscal
quarter ended September 30, 1995.





                                   SIGNATURES

In accordance with the requirements of the Securities  Exchange Act of 1934, the
registrant  caused  this  report to be signed on its behalf by the  undersigned,
thereunto duly authorized.



                                       ANNIE'S HOMEGROWN, INC.
                                       -----------------------


Date: December 16, 1996               /s/  Paul B. Nardone 
      -----------------                ---------------------------------
                                           Paul B. Nardone
                                           President


Date: December 16, 1996               /s/ Neil Raiff 
      -----------------               ----------------------------
                                          Neil Raiff
                                          Chief Financial Officer & Treasurer


                                      -9-