Registration No. 333-

As filed with the Securities and Exchange Commission on October 17, 1997




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                                     03-02675-43
         (State or other Jurisdiction                (I.R.S. Employer
         of Incorporation or Organization)           Identification No.)

         30 Community Drive
         South Burlington, Vermont 05403-6828
(Address of Principal Executive Offices, including Zip Code)



1995 EQUITY INCENTIVE PLAN


(Full Title of the Plan)

Perry D. Odak
Chief Executive Officer
Ben & Jerry's Homemade, Inc.
30 Community Drive
South Burlington, Vermont 05403-6828
(802) 651-9600
(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


<PAGE>




CALCULATION OF REGISTRATION FEE

Title of securities to be registered; Amount to be registered;  Proposed maximum
offering  price per share(1) ; Proposed  maximum  aggregate  offering  price(1);
Amount of registration fee



<PAGE>



Class A Common Stock, par value $0.033 per share
400,000 shares
$14.50
$5,446,440
$1,650.45



<PAGE>







(1) Of the 400,000  shares of Class A Common Stock,  par value $0.033 per share,
registered  hereunder,  177,000 shares are subject to outstanding  options at an
exercise  price of $12.63 per share and 37,000 shares are subject to outstanding
options at an exercise  price of $13.89 per share.  The $14.50 per share maximum
offering  price for the  remaining  186,000  shares not  subject to  outstanding
options  on the date  hereof  has  been  estimated  solely  for the  purpose  of
determining  the  registration  fee  pursuant to Rule 457(h) on the basis of the
average of the high and low prices of Ben & Jerry's Homemade,  Inc. Common Stock
reported on the NASDAQ National Market System on October 13, 1997.

(2)The  registration  fee consists of  (a)$677.43  payable in respect of 177,000
shares  subject to  options at an  exercise  price of $12.63,  plus (b)  $155.74
payable in respect of 37,000 shares  subject to options at an exercise  price of
$13.89,  plus (c)  $817.28  payable in  respect of 186,000  shares at an assumed
exercise price of $14.50 per share not yet subject to outstanding options on the
date hereof.

The date of this  Registration  Statement is October 17, 1997  Exhibit  Index on
Page 6



<PAGE>



PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         Note: The document(s)  containing the 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. 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
("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  shall 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.

         The Registrant  hereby  incorporates  the following  document herein by
reference:

(a) The  Registrant's  latest  annual  report on Form 10-K,  filed  pursuant  to
Section  13(a) or 15(d) of the  Securities  and  Exchange Act of 1934 as amended
(the "Exchange Act"), filed with the Commission on March 28, 1997 and amended on
Form 10-K/A, filed with the Commission on May 9, 1997 (No. 0-13544).

(b) All other reports  filed  pursuant to Section 13(a) or 15(d) of the Exchange
Act since the end of the fiscal year  covered by the  registrant  referred to in
(a) above.

(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).

(d) The Registrant's  Registration  Statement on Form S-8 in connection with the
Registrant's  1995 Equity  Incentive Plan, filed with the Commission on November
17, 1995 (No. 33-64421).

         All documents subsequently filed by the Registrant pursuant to Sections
13(a),  13(c),  14  and  15 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 8.  Exhibits.

5.1  Opinion of Downs Rachlin & Martin.

5.2  Opinion of Ropes & Gray.

23.1 Consent of Ernst & Young LLP.

23.2 Consent of Downs  Rachlin & Martin is  contained  in its  opinion  filed as
     Exhibit 5.1 hereto.

23.3 Consent of Ropes & Gray is  contained  in its opinion  filed as Exhibit 5.2
     hereto.

24   Powers of  Attorney  -  included  on  signature  page of this  Registration
     Statement.





<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 to be signed on its behalf by the
undersigned,  thereunto duly authorized, in the City of South Burlington,  State
of Vermont, on October 17, 1997.

                                                    BEN & JERRY'S HOMEMADE, INC.


                                       By:
                                                              Perry D. Odak
                                                         Chief Executive Officer
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 REGISTRATION STATEMENT", "secsgml_size_bytes": 6188}]
{"company-data": {"conformed-name": "BEN & JERRYS HOMEMADE INC", "cik": "0000768384", "assigned-sic": "2024", "irs-number": "030267543", "state-of-incorporation": "VT", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-38233", "film-number": "97697880"}, "business-address": {"street1": "30 TECHNOLOGY DRIVE", "street2": "SUITE #1", "city": "S. BURLINGTON", "state": "VT", "zip": "05403", "phone": "802-651-9600"}, "mail-address": {"street1": "30 COMMUNITY DRIVE, SUITE 1", "city": "SOUTH BURLINGTON", "state": "VT", "zip": "05403-6828"}}
Registration No. 333-

As filed with the Securities and Exchange Commission on October 17, 1997

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                                     03-02675-43
         (State or other Jurisdiction                (I.R.S. Employer
         of Incorporation or Organization)           Identification No.)

         30 Community Drive
         South Burlington, Vermont 05403-6828
(Address of Principal Executive Offices, including Zip Code)

1995 EQUITY INCENTIVE PLAN

(Full Title of the Plan)

Perry D. Odak
Chief Executive Officer
Ben & Jerry's Homemade, Inc.
30 Community Drive
South Burlington, Vermont 05403-6828
(802) 651-9600
(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

Title of securities to be registered; Amount to be registered;  Proposed maximum
offering  price per share(1) ; Proposed  maximum  aggregate  offering  price(1);
Amount of registration fee
Class A Common Stock, par value $0.033 per share
400,000 shares
$14.50
$5,446,440
$1,650.45
(1) Of the 400,000  shares of Class A Common Stock,  par value $0.033 per share,
registered  hereunder,  177,000 shares are subject to outstanding  options at an
exercise  price of $12.63 per share and 37,000 shares are subject to outstanding
options at an exercise  price of $13.89 per share.  The $14.50 per share maximum
offering  price for the  remaining  186,000  shares not  subject to  outstanding
options  on the date  hereof  has  been  estimated  solely  for the  purpose  of
determining  the  registration  fee  pursuant to Rule 457(h) on the basis of the
average of the high and low prices of Ben & Jerry's Homemade,  Inc. Common Stock
reported on the NASDAQ National Market System on October 13, 1997.

(2)The  registration  fee consists of  (a)$677.43  payable in respect of 177,000
shares  subject to  options at an  exercise  price of $12.63,  plus (b)  $155.74
payable in respect of 37,000 shares  subject to options at an exercise  price of
$13.89,  plus (c)  $817.28  payable in  respect of 186,000  shares at an assumed
exercise price of $14.50 per share not yet subject to outstanding options on the
date hereof.

The date of this  Registration  Statement is October 17, 1997  Exhibit  Index on
Page 6
PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         Note: The document(s)  containing the 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. 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
("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  shall 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.

         The Registrant  hereby  incorporates  the following  document herein by
reference:

(a) The  Registrant's  latest  annual  report on Form 10-K,  filed  pursuant  to
Section  13(a) or 15(d) of the  Securities  and  Exchange Act of 1934 as amended
(the "Exchange Act"), filed with the Commission on March 28, 1997 and amended on
Form 10-K/A, filed with the Commission on May 9, 1997 (No. 0-13544).

(b) All other reports  filed  pursuant to Section 13(a) or 15(d) of the Exchange
Act since the end of the fiscal year  covered by the  registrant  referred to in
(a) above.

(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).

(d) The Registrant's  Registration  Statement on Form S-8 in connection with the
Registrant's  1995 Equity  Incentive Plan, filed with the Commission on November
17, 1995 (No. 33-64421).

         All documents subsequently filed by the Registrant pursuant to Sections
13(a),  13(c),  14  and  15 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 8.  Exhibits.

5.1  Opinion of Downs Rachlin & Martin.

5.2  Opinion of Ropes & Gray.

23.1 Consent of Ernst & Young LLP.

23.2 Consent of Downs  Rachlin & Martin is  contained  in its  opinion  filed as
     Exhibit 5.1 hereto.

23.3 Consent of Ropes & Gray is  contained  in its opinion  filed as Exhibit 5.2
     hereto.

24   Powers of  Attorney  -  included  on  signature  page of this  Registration
     Statement.
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 to be signed on its behalf by the
undersigned,  thereunto duly authorized, in the City of South Burlington,  State
of Vermont, on October 17, 1997.

                                                    BEN & JERRY'S HOMEMADE, INC.

                                       By:
                                                              Perry D. Odak
                                                         Chief Executive Officer