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)
--------------------------------------------------------------------------------

             NON-INCENTIVE STOCK OPTION AGREEMENTS FOR 261 EMPLOYEES

                                   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 (1)        $21.00            $4,200,000          1,108.80
--------------------------   ------------- -------------------- -------------------  ---------------
</TABLE>


1.  Option  for an  aggregate  of  200,000  shares of Class A Common  Stock were
granted by the Compensation Committee of the Board of Directors on July 30, 1999
to 261  employees  of Ben &  Jerry's  Homemade,  Inc.  by  means  of  individual
Non-Incentive  Stock  Option  Agreements.  Exhibit  99  lists  each  of the  261
agreements, and indicates how many options were issued under each agreement. The
agreements are identical to the Non-Incentive Stock Option Agreement filed as an
exhibit  except  for the  terms  regarding  (i) the name of the  grantee  of the
options and (ii) the number of options granted.
================================================================================
The date of this  Registration  Statement is January 28, 2000  Exhibit  Index on
Page 8


<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 (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

<PAGE>

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 for Registration Claimed

Not applicable.

Item 8. Exhibits

4    Form of the Non-Incentive Stock Option Agreement

5.1  Opinion of Ropes & Gray.

23.1 Consent of Ernst & Young LLP.

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

24   Power of Attorney (Included on Signature Page).

99   List of Non-Incentive Stock Option Agreements



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 Boston, State of Massachusetts, on this 27th day
of January, 2000.



BEN & JERRY'S HOMEMADE, INC.


/s/Perry D. Odak
---------------------------------------

By:  Perry D. Odak
     Chief Executive Officer, President



POWER OF ATTORNEY

Dated: January 27, 2000

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     January 27, 2000
---------------------
Perry D. Odak

/s/Frances G. Rathke    Chief Financial Officer, Secretary    January 27. 2000
---------------------
Frances G. Rathke

/s/ Jerry Greenfield     Chairman, Board of Directors         January 27. 2000
---------------------
Jerry Greenfield

/s/Pierre Ferrari        Director                             January 27. 2000
---------------------
Pierre Ferrari

/s/ Jeffrey Furman       Director                             January 27. 2000
---------------------
Jeffrey Furman

/s/Bennett Cohen         Director                             January 27. 2000
---------------------
Bennett Cohen

/s/ Jennifer Henderson   Director                             January 27. 2000
----------------------
Jennifer Henderson

/s/ Frederick A. Miller  Director                             January 27. 2000
----------------------
Frederick A. Miller

/s/Henry Morgan          Director                             January 27. 2000
----------------------
Henry Morgan



<PAGE>



EXHIBIT INDEX

Number   Title of Exhibit

4    Form of Non-Incentive Stock Option Agreement

5.1  Opinion of Ropes & Gray.

23.1 Consent of Ernst & Young LLP.

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

24   Power of Attorney (Included on Signature Page).

99   List of Non-Incentive Stock Option Agreements
[{"type": "S-8", "sequence": "1", "description": "STOCK OPTION AGREEMENTS FOR 261 EMPLOYEES", "secsgml_size_bytes": 19028}]
{"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": "333-95773", "film-number": "518219"}, "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)
--------------------------------------------------------------------------------

             NON-INCENTIVE STOCK OPTION AGREEMENTS FOR 261 EMPLOYEES

                                   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 (1)        $21.00            $4,200,000          1,108.80
--------------------------   ------------- -------------------- -------------------  ---------------
1.  Option  for an  aggregate  of  200,000  shares of Class A Common  Stock were
granted by the Compensation Committee of the Board of Directors on July 30, 1999
to 261  employees  of Ben &  Jerry's  Homemade,  Inc.  by  means  of  individual
Non-Incentive  Stock  Option  Agreements.  Exhibit  99  lists  each  of the  261
agreements, and indicates how many options were issued under each agreement. The
agreements are identical to the Non-Incentive Stock Option Agreement filed as an
exhibit  except  for the  terms  regarding  (i) the name of the  grantee  of the
options and (ii) the number of options granted.
================================================================================
The date of this  Registration  Statement is January 28, 2000  Exhibit  Index on
Page 8
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 (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 for Registration Claimed

Not applicable.

Item 8. Exhibits

4    Form of the Non-Incentive Stock Option Agreement

5.1  Opinion of Ropes & Gray.

23.1 Consent of Ernst & Young LLP.

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

24   Power of Attorney (Included on Signature Page).

99   List of Non-Incentive Stock Option Agreements

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 Boston, State of Massachusetts, on this 27th day
of January, 2000.

BEN & JERRY'S HOMEMADE, INC.

/s/Perry D. Odak
---------------------------------------

By:  Perry D. Odak
     Chief Executive Officer, President

POWER OF ATTORNEY

Dated: January 27, 2000

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     January 27, 2000
---------------------
Perry D. Odak

/s/Frances G. Rathke    Chief Financial Officer, Secretary    January 27. 2000
---------------------
Frances G. Rathke

/s/ Jerry Greenfield     Chairman, Board of Directors         January 27. 2000
---------------------
Jerry Greenfield

/s/Pierre Ferrari        Director                             January 27. 2000
---------------------
Pierre Ferrari

/s/ Jeffrey Furman       Director                             January 27. 2000
---------------------
Jeffrey Furman

/s/Bennett Cohen         Director                             January 27. 2000
---------------------
Bennett Cohen

/s/ Jennifer Henderson   Director                             January 27. 2000
----------------------
Jennifer Henderson

/s/ Frederick A. Miller  Director                             January 27. 2000
----------------------
Frederick A. Miller

/s/Henry Morgan          Director                             January 27. 2000
----------------------
Henry Morgan
EXHIBIT INDEX

Number   Title of Exhibit

4    Form of Non-Incentive Stock Option Agreement

5.1  Opinion of Ropes & Gray.

23.1 Consent of Ernst & Young LLP.

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

24   Power of Attorney (Included on Signature Page).

99   List of Non-Incentive Stock Option Agreements