Registration No.333-
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                          BEN & JERRY'S HOMEMADE, INC.

             (Exact name of registrant as specified in its charter)

            Vermont                       2024                  03-02675-43
(State or other Jurisdiction of   Primary Standard Industrial  (I.R.S. Employer
Incorporation or Organization)   Classification Code Number) Identification No.)

                               30 Community Drive
                         South Burlington, Vermont 05403
          (Address of Principal Executive Offices, including Zip Code)

                           1999 EQUITY INCENTIVE PLAN

                                   Perry Odak
                      President and Chief Executive Officer
                          Ben & Jerry's Homemade, Inc.
                               30 Community Drive
                           South Burlington, VT 05403
                                  802/846-1500
            (Name, Address and Telephone Number of Agent for Service)
-------------------------------------------------------------------------------
                  Please send copies of all communications to:
                            Howard K. Fuguet, Esquire
                                  Ropes & Gray
                             One International Place
                                Boston, MA 02110
                                  617-951-7000
<TABLE>
------------------------------------------------------------------------------------------------
                         CALCULATION OF REGISTRATION FEE
<S>                             <C>               <C>               <C>                 <C>
                                             Proposed maximum    Proposed maximum       Amount of
 Title of securities to be   Amount to be   offering price per  aggregate offering   registration
        registered            registered         share (1)            price               fee
--------------------------   ------------  -------------------  -------------------  --------------
--------------------------   ------------  -------------------  -------------------  --------------
 Class A Common Stock,
     par value
   $0.033 per share             200,000           $26.156           $5,231,250          1,454.29
--------------------------   ------------- -------------------- -------------------  ---------------
</TABLE>
1. Estimated solely for the purpose of calculating the registration fee pursuant
to Rule  457(h)  on the  basis  of the  high  and low  prices  of Ben &  Jerry's
Homemade,  Inc.  Class A Common Stock,  par value $0.033,  reported on the NASDQ
National Market System on December 8, 1999
===============================================================================
          The date of this Registration Statement is December 10, 1999
                            Exhibit Index on Page 7

<PAGE>

                                     PART I
              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

Note:  The  document(s)  containing the 1999 Equity  Incentive Plan  information
required  by  Item 1 of this  Form  S-8 and the  statement  of  availability  of
Registrant  information,  and other information  required by Item 2 of this Form
will be sent or given to eligible employees as specified by Rule 428(b)(1) under
the Securities Act of 1933 (the  "Securities  Act"). In accordance with Rule 428
and the  requirements  of Part I of Form S-8, such documents are not being filed
with the Securities and Exchange Commission (the "Commission") either as part of
this  Registration  Statement  or  as  prospectuses  or  prospectus  supplements
pursuant to Rule 424. The Registrant  shall maintain a file of such documents in
accordance  with the provisions of Rule 428. Upon request,  the Registrant  will
furnish to the  Commission or its staff a copy or copies of all of the documents
included in such file.

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     Ben & Jerry's  Homemade,  Inc.  (the  "Corporation",  or the  "Registrant")
hereby incorporates the following document herein by reference:

(a)      The Registrant's  latest annual report on Form 10-K for the fiscal year
         ended December 26, 1998, filed pursuant to Section 13 of the Securities
         Exchange Act of 1934 as amended (the  "Exchange  Act"),  filed with the
         Commission on March 26, 1999.

(b)      Quarterly  Reports on Form 10-Q for the quarters  ended March 27, 1999,
         June 26, 1999 and  September  25,  1999 , as filed with the  Commission
         pursuant to Section 13 under the Exchange Act, on May 11, 1999,  August
         10, 1999 and November 9, 1999, respectively.

(c)      The description of the  Registrant's  Class A Common Stock contained in
         the Company's  Registration  Statement on Form S-1,  filed  pursuant to
         Section 12 of the Exchange Act (No. 33-17516).

All documents  subsequently  filed by the Registrant  pursuant to Section 13(a),
Section  13(c),  Section 14 and Section  15(d) of the  Exchange Act prior to the
filing  of a  post-effective  amendment  to  this  Registration  Statement  that
indicates that all securities  offered have been sold or which  deregisters  all
securities  then  remaining  unsold  shall  be  deemed  incorporated  herein  by
reference from the date of filing of such documents.

Item 4.  Description of Securities

Not applicable.

Item 5.  Interests of Named Experts and Counsel

Not applicable.

Item 6.  Indemnification of Directors and Officers

The Vermont  Statutes  Annotated,  Title 8, Section 1837, as amended,  regulates
indemnification  by a Corporation  in the following  manner:  a corporation  may
indemnify or reimburse  any person for  reasonable  expenses,  including but not
limited to  attorney  fees,  actually  incurred  by him in  connection  with any
action,   suit  or   proceeding,   instituted   or   threatened,   judicial   or
<PAGE>
administrative,  civil or criminal, to which he is made a party by reason of his
being  or  having  been a  director,  officer  or  employee  of an  association,
provided,  however, that no person can be indemnified or reimbursed,  nor retain
any advancement or allowance for indemnification which may have been made by the
corporation in advance of final disposition, in relation to that action, suit or
proceeding  in which and to the extent that he is found to have been guilty of a
breach of good faith, to have been negligent in the performance of his duties or
to have  committed  an action or  failed  to  perform a duty for which  there is
common law or  statutory  liability.  A person,  may,  with the  approval of the
commissioner, be indemnified or reimbursed for:

     (1) Amounts  paid  in  compromise  or  settlement  of any  action,  suit or
         proceeding,   including  reasonable  expenses  incurred  in  connection
         therewith, or

     (2) Reasonable expenses incurred in connection with a criminal action, suit
         or  proceeding  in  which  that  person  has been  adjudicated  guilty,
         negligent or liable if it shall be  determined by the board of director
         and by the commissioner that the person was acting in good faith and in
         what he  believed  to be the  best  interests  of the  association  and
         without knowledge that the action was illegal,  if the  indemnification
         or  reimbursement  is approved  at an annual or special  meeting of the
         members by a majority of the votes eligible to be cast.

Sections 2 and 3 of the  Registrant's  By-laws state that the Corporation  shall
indemnify an individual  made a party to a proceeding  because the individual is
or was a director  against  liability  incurred  in the  proceeding  if: (1) the
director  conducted  himself  or  herself in good  faith,  and (2) the  director
reasonably  believed:  (a) in the case of  conduct  in the  director's  official
capacity  with the  Corporation,  that the  director's  conduct  was in its best
interests;  and (b) in all other cases, that the director's conduct was at least
not opposed to its best interests, and (3) in the case of any proceeding brought
by a governmental entity, the director had no reasonable cause to believe his or
her conduct was unlawful,  and the director is not finally found to have engaged
in a reckless or intentional unlawful act.

A director's  conduct with respect to an employee benefit plan for a purpose the
director  reasonably  believed to be in the interests of the participants in and
beneficiaries of the plan is conduct that satisfies the preceding requirements.

The termination of a proceeding by judgment,  order, settlement,  conviction, or
upon  a  plea  of  nolo   contendere  or  its  equivalent  is  not,  of  itself,
determinative  that the director did not meet the standard of conduct  described
above.  The Corporation  may not indemnify a director:  (i) in connection with a
proceeding  by or in the  right of the  Corporation  in which the  director  was
adjudged  liable  to the  Corporation,  or (ii) in  connection  with  any  other
proceeding  charging improper  personal benefit to the director,  whether or not
involving action in the director's  official  capacity in which the director was
adjudged  liable on the basis that personal  benefit was improperly  received by
the  director.  Indemnification  permitted  under the  Registrant's  by-laws  in
connection with a proceeding by or in the right of the Corporation is limited to
reasonable expenses incurred in connection with the proceeding.  Notwithstanding
the above, the Corporation will indemnify a director who was wholly  successful,
on the  merits or  otherwise,  in the  defense  of any  proceeding  to which the
director  was a  party  because  the  director  is  or  was a  director  of  the
Corporation  against reasonable  expenses incurred by the director in connection
with the proceeding.

<PAGE>

Item 7.  Exemption from Registration Claimed

Not applicable.

Item 8. Exhibits

5.1      Opinion of Ropes & Gray.

10       1999 Equity Incentive Plan

23.1     Consent of Ernst & Young LLP, Independent Auditors

23.2     Consent of Ropes & Gray (see Exhibit 5.1).

24       Power of Attorney (Included on Signature Page).

Item 9.  Undertakings

(a)  The undersigned Registrant hereby undertakes:

     (1) To file,  during any period in which  offers or sales are being made, a
     post-effective amendment to this registration statement:

          (i) To include  any  prospectus  required  by Section  10(a)(3) of the
          Securities Act of 1933;

          (ii) To reflect in the  prospectus  any facts or events  arising after
          the effective date of the  Registration  Statement (or the most recent
          post-effective  amendment  thereof)  which,  individually  or  in  the
          aggregate, represent a fundamental change in the information set forth
          in the  Registration  Statement.  Notwithstanding  the foregoing,  any
          increase or decrease in the volume of securities offered (if the total
          dollar  value of  securities  offered  would not exceed that which was
          registered)  and  any  deviation  from  the  low  or  high  end of the
          estimated  maximum  offering  range  may be  reflected  in the form of
          prospectus  filed with the  Commission  pursuant to Rule 424(b) if, in
          the aggregate,  the changes in volume and price represent no more than
          20 percent change in the maximum aggregate offering price set forth in
          the   "Calculation  of  Registration   Fee"  table  in  the  effective
          registration statement;

     (iii)    To include any  material  information  with respect to the plan of
              distribution   not  previously   disclosed  in  the   Registration
              Statement  or any  material  change  to such  information  in this
              Registration Statement;

     provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above shall not
     apply  if the  information  required  to be  included  in a  post-effective
     amendment by those  paragraphs is contained in periodic  reports filed with
     or furnished to the  Securities  and Exchange  Commission by the Registrant
     pursuant  to  Section  13 or  Section  15(d) of the  Exchange  Act that are
     incorporated by reference in this Registration Statement.

     (2) That,  for  the  purposes  of  determining   any  liability  under  the
         Securities Act, each such  post-effective  amendment shall be deemed to
         be a new  registration  statement  relating to the  securities  offered
         therein,  and the  offering  of such  securities  at that time shall be
         deemed to be the initial bona fide offering thereof.

     (3) To remove from registration by means of a post-effective  amendment any
         of  the  securities   being  registered  which  remain  unsold  at  the
         termination of the offering.
<PAGE>

(b)  The  undersigned   Registrant  hereby  undertakes  that,  for  purposes  of
     determining  any liability under the Securities Act of 1933, each filing of
     the  Registrant's  annual report pursuant to Section 13(a) or Section 15(d)
     of the Securities Exchange Act of 1934 that is incorporated by reference in
     the  Registration  Statement  shall  be  deemed  to be a  new  Registration
     Statement relating to the Securities  offered therein,  and the offering of
     such  securities  at that time shall be deemed to be the initial  bona fide
     offering thereof.

(c)  Insofar as indemnification for liabilities arising under the Securities Act
     of 1933 may be permitted to directors,  officers and controlling persons of
     the  Registrant  pursuant to the foregoing  provisions,  or otherwise,  the
     Registrant  has been  advised  that in the  opinion of the  Securities  and
     Exchange  Commission  such  indemnification  is  against  public  policy as
     expressed in the Act and is, therefore  unenforceable.  In the event that a
     claim for indemnification  against such liabilities (other than the payment
     by the  Registrant of expenses  incurred or paid by a director,  officer or
     controlling  person of the  Registrant  in the  successful  defense  of any
     action,  suit or  proceeding)  is  asserted  by such  director,  officer or
     controlling person in connection with the securities being registered,  the
     Registrant  will,  unless in the opinion of its counsel the matter has been
     settled  by  controlling  precedent,  submit  to  a  court  of  appropriate
     jurisdiction  the question  whether such  indemnification  by it is against
     public  policy as  expressed  in the Act and will be  governed by the final
     adjudication of such issue.

<PAGE>

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the
     Registrant  certifies  that it has  reasonable  grounds to believe  that it
     meets all of the  requirements  for filing on Form S-8 and has duly  caused
     this  Registration  Statement on Form S-8 to be signed on its behalf by the
     undersigned,  thereunto duly authorized,  in the City of South  Burlington,
     State of Vermont, on this 10th day of December 1999.

BEN & JERRY'S HOMEMADE, INC.
/s/Perry D. Odak
-------------------------------------
By:Perry D. Odak
   Chief Executive Officer, President

POWER OF ATTORNEY
Dated:  December 10,1999

Each person whose signature appears below constitutes and appoints Perry D. Odak
and   Frances   Rathke,   and  each  of  them   singly,   his  true  and  lawful
attorney-in-fact  and agent with full power of substitution and  resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign any
and all amendments  (including  post-effective  amendments) to this Registration
Statement on Form S-8 to be filed by Ben & Jerry's  Homemade,  Inc., and to file
the  same,  with  all  exhibits  thereto,  and  other  documents  in  connection
therewith,  with the Securities and Exchange  Commission  making such changes in
this Registration Statement as the person(s) so acting deems appropriate, hereby
ratifying and confirming all that said  attorneys-in-fact  and agents,  or their
substitutes,  may lawfully do or cause to be done by virtue hereof.  Pursuant to
the  requirements of the Securities Act of 1933, as amended,  this  Registration
Statement  on Form S-8 has been  signed  below by the  following  persons in the
capacities indicated.

 Signature                   Capacity                          Date
 ---------                   --------                          ----
/s/Perry D. Odak        Chief Executive Officer, Director     December 10, 1999
---------------------
Perry D. Odak

/s/Frances G. Rathke    Chief Financial Officer, Secretary    December 10, 1999
---------------------
Frances G. Rathke

/s/ Jerry Greenfield     Chairman, Board of Directors         December 10, 1999
---------------------
Jerry Greenfield

                         Director                             December 10, 1999
---------------------
Pierre Ferrari

/s/ Jeffrey Furman       Director                             December 10, 1999
---------------------
Jeffrey Furman

                         Director                             December 10, 1999
---------------------
Bennett Cohen

/s/ Jennifer Henderson   Director                             December 10, 1999
----------------------
Jennifer Henderson

/s/ Frederick A. Miller  Director                             December 10, 1999
----------------------
Frederick A. Miller

                         Director                             December 10, 1999
----------------------
Henry Morgan

<PAGE>

EXHIBIT INDEX

          Number         Title of Exhibit

          5.1               Opinion of Ropes & Gray.

          10                1999 Equity Incentive Plan

          23.1              Consent of Ernst & Young LLP, Independent Auditors

          23.2              Consent of Ropes & Gray (see Exhibit 5.1).

          24                Power of Attorney (Included on Signature Page).
[{"type": "S-8", "sequence": "1", "description": "1999 EQUITY INCENTIVE PLAN", "secsgml_size_bytes": 18595}]
{"company-data": {"conformed-name": "BEN & JERRYS HOMEMADE INC", "cik": "0000768384", "assigned-sic": "2024", "irs-number": "030267543", "state-of-incorporation": "VT", "fiscal-year-end": "1226"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-92537", "film-number": "99772724"}, "business-address": {"street1": "30 TECHNOLOGY DRIVE", "street2": "SUITE #1", "city": "S. BURLINGTON", "state": "VT", "zip": "05403", "phone": "8026519600"}, "mail-address": {"street1": "30 COMMUNITY DRIVE, SUITE 1", "city": "SOUTH BURLINGTON", "state": "VT", "zip": "05403-6828"}}
Registration No.333-
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                          BEN & JERRY'S HOMEMADE, INC.

             (Exact name of registrant as specified in its charter)

            Vermont                       2024                  03-02675-43
(State or other Jurisdiction of   Primary Standard Industrial  (I.R.S. Employer
Incorporation or Organization)   Classification Code Number) Identification No.)

                               30 Community Drive
                         South Burlington, Vermont 05403
          (Address of Principal Executive Offices, including Zip Code)

                           1999 EQUITY INCENTIVE PLAN

                                   Perry Odak
                      President and Chief Executive Officer
                          Ben & Jerry's Homemade, Inc.
                               30 Community Drive
                           South Burlington, VT 05403
                                  802/846-1500
            (Name, Address and Telephone Number of Agent for Service)
-------------------------------------------------------------------------------
                  Please send copies of all communications to:
                            Howard K. Fuguet, Esquire
                                  Ropes & Gray
                             One International Place
                                Boston, MA 02110
                                  617-951-7000

------------------------------------------------------------------------------------------------
                         CALCULATION OF REGISTRATION FEE
Proposed maximum    Proposed maximum       Amount of
 Title of securities to be   Amount to be   offering price per  aggregate offering   registration
        registered            registered         share (1)            price               fee
--------------------------   ------------  -------------------  -------------------  --------------
--------------------------   ------------  -------------------  -------------------  --------------
 Class A Common Stock,
     par value
   $0.033 per share             200,000           $26.156           $5,231,250          1,454.29
--------------------------   ------------- -------------------- -------------------  ---------------
1. Estimated solely for the purpose of calculating the registration fee pursuant
to Rule  457(h)  on the  basis  of the  high  and low  prices  of Ben &  Jerry's
Homemade,  Inc.  Class A Common Stock,  par value $0.033,  reported on the NASDQ
National Market System on December 8, 1999
===============================================================================
          The date of this Registration Statement is December 10, 1999
                            Exhibit Index on Page 7
PART I
              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

Note:  The  document(s)  containing the 1999 Equity  Incentive Plan  information
required  by  Item 1 of this  Form  S-8 and the  statement  of  availability  of
Registrant  information,  and other information  required by Item 2 of this Form
will be sent or given to eligible employees as specified by Rule 428(b)(1) under
the Securities Act of 1933 (the  "Securities  Act"). In accordance with Rule 428
and the  requirements  of Part I of Form S-8, such documents are not being filed
with the Securities and Exchange Commission (the "Commission") either as part of
this  Registration  Statement  or  as  prospectuses  or  prospectus  supplements
pursuant to Rule 424. The Registrant  shall maintain a file of such documents in
accordance  with the provisions of Rule 428. Upon request,  the Registrant  will
furnish to the  Commission or its staff a copy or copies of all of the documents
included in such file.

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     Ben & Jerry's  Homemade,  Inc.  (the  "Corporation",  or the  "Registrant")
hereby incorporates the following document herein by reference:

(a)      The Registrant's  latest annual report on Form 10-K for the fiscal year
         ended December 26, 1998, filed pursuant to Section 13 of the Securities
         Exchange Act of 1934 as amended (the  "Exchange  Act"),  filed with the
         Commission on March 26, 1999.

(b)      Quarterly  Reports on Form 10-Q for the quarters  ended March 27, 1999,
         June 26, 1999 and  September  25,  1999 , as filed with the  Commission
         pursuant to Section 13 under the Exchange Act, on May 11, 1999,  August
         10, 1999 and November 9, 1999, respectively.

(c)      The description of the  Registrant's  Class A Common Stock contained in
         the Company's  Registration  Statement on Form S-1,  filed  pursuant to
         Section 12 of the Exchange Act (No. 33-17516).

All documents  subsequently  filed by the Registrant  pursuant to Section 13(a),
Section  13(c),  Section 14 and Section  15(d) of the  Exchange Act prior to the
filing  of a  post-effective  amendment  to  this  Registration  Statement  that
indicates that all securities  offered have been sold or which  deregisters  all
securities  then  remaining  unsold  shall  be  deemed  incorporated  herein  by
reference from the date of filing of such documents.

Item 4.  Description of Securities

Not applicable.

Item 5.  Interests of Named Experts and Counsel

Not applicable.

Item 6.  Indemnification of Directors and Officers

The Vermont  Statutes  Annotated,  Title 8, Section 1837, as amended,  regulates
indemnification  by a Corporation  in the following  manner:  a corporation  may
indemnify or reimburse  any person for  reasonable  expenses,  including but not
limited to  attorney  fees,  actually  incurred  by him in  connection  with any
action,   suit  or   proceeding,   instituted   or   threatened,   judicial   or
administrative,  civil or criminal, to which he is made a party by reason of his
being  or  having  been a  director,  officer  or  employee  of an  association,
provided,  however, that no person can be indemnified or reimbursed,  nor retain
any advancement or allowance for indemnification which may have been made by the
corporation in advance of final disposition, in relation to that action, suit or
proceeding  in which and to the extent that he is found to have been guilty of a
breach of good faith, to have been negligent in the performance of his duties or
to have  committed  an action or  failed  to  perform a duty for which  there is
common law or  statutory  liability.  A person,  may,  with the  approval of the
commissioner, be indemnified or reimbursed for:

     (1) Amounts  paid  in  compromise  or  settlement  of any  action,  suit or
         proceeding,   including  reasonable  expenses  incurred  in  connection
         therewith, or

     (2) Reasonable expenses incurred in connection with a criminal action, suit
         or  proceeding  in  which  that  person  has been  adjudicated  guilty,
         negligent or liable if it shall be  determined by the board of director
         and by the commissioner that the person was acting in good faith and in
         what he  believed  to be the  best  interests  of the  association  and
         without knowledge that the action was illegal,  if the  indemnification
         or  reimbursement  is approved  at an annual or special  meeting of the
         members by a majority of the votes eligible to be cast.

Sections 2 and 3 of the  Registrant's  By-laws state that the Corporation  shall
indemnify an individual  made a party to a proceeding  because the individual is
or was a director  against  liability  incurred  in the  proceeding  if: (1) the
director  conducted  himself  or  herself in good  faith,  and (2) the  director
reasonably  believed:  (a) in the case of  conduct  in the  director's  official
capacity  with the  Corporation,  that the  director's  conduct  was in its best
interests;  and (b) in all other cases, that the director's conduct was at least
not opposed to its best interests, and (3) in the case of any proceeding brought
by a governmental entity, the director had no reasonable cause to believe his or
her conduct was unlawful,  and the director is not finally found to have engaged
in a reckless or intentional unlawful act.

A director's  conduct with respect to an employee benefit plan for a purpose the
director  reasonably  believed to be in the interests of the participants in and
beneficiaries of the plan is conduct that satisfies the preceding requirements.

The termination of a proceeding by judgment,  order, settlement,  conviction, or
upon  a  plea  of  nolo   contendere  or  its  equivalent  is  not,  of  itself,
determinative  that the director did not meet the standard of conduct  described
above.  The Corporation  may not indemnify a director:  (i) in connection with a
proceeding  by or in the  right of the  Corporation  in which the  director  was
adjudged  liable  to the  Corporation,  or (ii) in  connection  with  any  other
proceeding  charging improper  personal benefit to the director,  whether or not
involving action in the director's  official  capacity in which the director was
adjudged  liable on the basis that personal  benefit was improperly  received by
the  director.  Indemnification  permitted  under the  Registrant's  by-laws  in
connection with a proceeding by or in the right of the Corporation is limited to
reasonable expenses incurred in connection with the proceeding.  Notwithstanding
the above, the Corporation will indemnify a director who was wholly  successful,
on the  merits or  otherwise,  in the  defense  of any  proceeding  to which the
director  was a  party  because  the  director  is  or  was a  director  of  the
Corporation  against reasonable  expenses incurred by the director in connection
with the proceeding.
Item 7.  Exemption from Registration Claimed

Not applicable.

Item 8. Exhibits

5.1      Opinion of Ropes & Gray.

10       1999 Equity Incentive Plan

23.1     Consent of Ernst & Young LLP, Independent Auditors

23.2     Consent of Ropes & Gray (see Exhibit 5.1).

24       Power of Attorney (Included on Signature Page).

Item 9.  Undertakings

(a)  The undersigned Registrant hereby undertakes:

     (1) To file,  during any period in which  offers or sales are being made, a
     post-effective amendment to this registration statement:

          (i) To include  any  prospectus  required  by Section  10(a)(3) of the
          Securities Act of 1933;

          (ii) To reflect in the  prospectus  any facts or events  arising after
          the effective date of the  Registration  Statement (or the most recent
          post-effective  amendment  thereof)  which,  individually  or  in  the
          aggregate, represent a fundamental change in the information set forth
          in the  Registration  Statement.  Notwithstanding  the foregoing,  any
          increase or decrease in the volume of securities offered (if the total
          dollar  value of  securities  offered  would not exceed that which was
          registered)  and  any  deviation  from  the  low  or  high  end of the
          estimated  maximum  offering  range  may be  reflected  in the form of
          prospectus  filed with the  Commission  pursuant to Rule 424(b) if, in
          the aggregate,  the changes in volume and price represent no more than
          20 percent change in the maximum aggregate offering price set forth in
          the   "Calculation  of  Registration   Fee"  table  in  the  effective
          registration statement;

     (iii)    To include any  material  information  with respect to the plan of
              distribution   not  previously   disclosed  in  the   Registration
              Statement  or any  material  change  to such  information  in this
              Registration Statement;

     provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above shall not
     apply  if the  information  required  to be  included  in a  post-effective
     amendment by those  paragraphs is contained in periodic  reports filed with
     or furnished to the  Securities  and Exchange  Commission by the Registrant
     pursuant  to  Section  13 or  Section  15(d) of the  Exchange  Act that are
     incorporated by reference in this Registration Statement.

     (2) That,  for  the  purposes  of  determining   any  liability  under  the
         Securities Act, each such  post-effective  amendment shall be deemed to
         be a new  registration  statement  relating to the  securities  offered
         therein,  and the  offering  of such  securities  at that time shall be
         deemed to be the initial bona fide offering thereof.

     (3) To remove from registration by means of a post-effective  amendment any
         of  the  securities   being  registered  which  remain  unsold  at  the
         termination of the offering.
(b)  The  undersigned   Registrant  hereby  undertakes  that,  for  purposes  of
     determining  any liability under the Securities Act of 1933, each filing of
     the  Registrant's  annual report pursuant to Section 13(a) or Section 15(d)
     of the Securities Exchange Act of 1934 that is incorporated by reference in
     the  Registration  Statement  shall  be  deemed  to be a  new  Registration
     Statement relating to the Securities  offered therein,  and the offering of
     such  securities  at that time shall be deemed to be the initial  bona fide
     offering thereof.

(c)  Insofar as indemnification for liabilities arising under the Securities Act
     of 1933 may be permitted to directors,  officers and controlling persons of
     the  Registrant  pursuant to the foregoing  provisions,  or otherwise,  the
     Registrant  has been  advised  that in the  opinion of the  Securities  and
     Exchange  Commission  such  indemnification  is  against  public  policy as
     expressed in the Act and is, therefore  unenforceable.  In the event that a
     claim for indemnification  against such liabilities (other than the payment
     by the  Registrant of expenses  incurred or paid by a director,  officer or
     controlling  person of the  Registrant  in the  successful  defense  of any
     action,  suit or  proceeding)  is  asserted  by such  director,  officer or
     controlling person in connection with the securities being registered,  the
     Registrant  will,  unless in the opinion of its counsel the matter has been
     settled  by  controlling  precedent,  submit  to  a  court  of  appropriate
     jurisdiction  the question  whether such  indemnification  by it is against
     public  policy as  expressed  in the Act and will be  governed by the final
     adjudication of such issue.
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the
     Registrant  certifies  that it has  reasonable  grounds to believe  that it
     meets all of the  requirements  for filing on Form S-8 and has duly  caused
     this  Registration  Statement on Form S-8 to be signed on its behalf by the
     undersigned,  thereunto duly authorized,  in the City of South  Burlington,
     State of Vermont, on this 10th day of December 1999.

BEN & JERRY'S HOMEMADE, INC.
/s/Perry D. Odak
-------------------------------------
By:Perry D. Odak
   Chief Executive Officer, President

POWER OF ATTORNEY
Dated:  December 10,1999

Each person whose signature appears below constitutes and appoints Perry D. Odak
and   Frances   Rathke,   and  each  of  them   singly,   his  true  and  lawful
attorney-in-fact  and agent with full power of substitution and  resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign any
and all amendments  (including  post-effective  amendments) to this Registration
Statement on Form S-8 to be filed by Ben & Jerry's  Homemade,  Inc., and to file
the  same,  with  all  exhibits  thereto,  and  other  documents  in  connection
therewith,  with the Securities and Exchange  Commission  making such changes in
this Registration Statement as the person(s) so acting deems appropriate, hereby
ratifying and confirming all that said  attorneys-in-fact  and agents,  or their
substitutes,  may lawfully do or cause to be done by virtue hereof.  Pursuant to
the  requirements of the Securities Act of 1933, as amended,  this  Registration
Statement  on Form S-8 has been  signed  below by the  following  persons in the
capacities indicated.

 Signature                   Capacity                          Date
 ---------                   --------                          ----
/s/Perry D. Odak        Chief Executive Officer, Director     December 10, 1999
---------------------
Perry D. Odak

/s/Frances G. Rathke    Chief Financial Officer, Secretary    December 10, 1999
---------------------
Frances G. Rathke

/s/ Jerry Greenfield     Chairman, Board of Directors         December 10, 1999
---------------------
Jerry Greenfield

                         Director                             December 10, 1999
---------------------
Pierre Ferrari

/s/ Jeffrey Furman       Director                             December 10, 1999
---------------------
Jeffrey Furman

                         Director                             December 10, 1999
---------------------
Bennett Cohen

/s/ Jennifer Henderson   Director                             December 10, 1999
----------------------
Jennifer Henderson

/s/ Frederick A. Miller  Director                             December 10, 1999
----------------------
Frederick A. Miller

                         Director                             December 10, 1999
----------------------
Henry Morgan
EXHIBIT INDEX

          Number         Title of Exhibit

          5.1               Opinion of Ropes & Gray.

          10                1999 Equity Incentive Plan

          23.1              Consent of Ernst & Young LLP, Independent Auditors

          23.2              Consent of Ropes & Gray (see Exhibit 5.1).

          24                Power of Attorney (Included on Signature Page).