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)


               Michael Sands Non-Statutory Stock Option Agreement
                Helen Jones Non-Statutory Stock Option Agreement
               Roger Legendre Non-Statutory Stock Option Agreement
        Rivington Fields Hight, Jr. Non-Statutory Stock Option Agreement

                                   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>
<CAPTION>

                         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 price   registration fee
        registered              registered               share
---------------------------- ------------------ ------------------------ ------------------------- -------------------
---------------------------- ------------------ ------------------------ ------------------------- -------------------
 Class A Common Stock, par     35,000 (1)                24.25            $  848,750.00
  value $0.033 per share        2,000 (2)                28.06                56,120.00
                               10,000 (3)                28.063              280,630.00
                                3,000 (4)                28.06                84,180.00
                             --------------                                   ---------
                               50,000                                      1,269,680.00                  $352.97
---------------------------- ------------------ ------------------------ ------------------------- -------------------
</TABLE>
     1.  Shares  subject  to  options  granted  pursuant  to the  Michael  Sands
Non-Statutory  Stock  Option  Agreement.
     2.  Shares  subject  to  options  granted   pursuant  to  the  Helen  Jones
Non-Statutory  Stock  Option  Agreement.
     3.  Shares  subject  to  options  granted  pursuant  to the Roger  Legendre
Non-Statutory  Stock  Option  Agreement.
     4.  Shares  subject to options  granted  pursuant to the  Rivington  Fields
Hight, Jr. Non-Statutory Stock Option Agreement.

          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  information  regarding the Michael Sands
Non-Statutory Stock Option Agreement, the Helen Jones Non Statutory Stock Option
Agreement,   Roger  Legendre  Non-Statutory  Stock  Option  Agreement,  and  the
Rivington Fields Hight, Jr. Non-Statutory Stock Option Agreement  (collectively,
the  "Plans")  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
<PAGE>
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.
<PAGE>
Item 7.  Exemption from Registration Claimed

Not applicable.

Item 8. Exhibits

4.1      Opinion of Ropes & Gray.

10.1     Michael Sands Non-Statutory Stock Option Agreement

10.2     Helen Jones Non-Statutory Stock Option Agreement

10.3     Roger Legendre Non-Statutory Stock Option Agreement

10.4     Rivington Fields Hight, Jr. Non-Statutory Stock Option Agreement

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.
<PAGE>
     (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.

<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.

10.1           Michael Sands Non-Statutory Stock Option Agreement

10.2           Helen Jones Non-Statutory Stock Option Agreement

10.3           Roger Legendre Non-Statutory Stock Option Agreement

10.4           Rivington Fields Hight, Jr. Non-Statutory Stock Option Agreement

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": "STOCK OPTION AGREEMENTS", "secsgml_size_bytes": 20239}]
{"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": "333-92547", "film-number": "99772757"}, "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)

               Michael Sands Non-Statutory Stock Option Agreement
                Helen Jones Non-Statutory Stock Option Agreement
               Roger Legendre Non-Statutory Stock Option Agreement
        Rivington Fields Hight, Jr. Non-Statutory Stock Option Agreement

                                   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 price   registration fee
        registered              registered               share
---------------------------- ------------------ ------------------------ ------------------------- -------------------
---------------------------- ------------------ ------------------------ ------------------------- -------------------
 Class A Common Stock, par     35,000 (1)                24.25            $  848,750.00
  value $0.033 per share        2,000 (2)                28.06                56,120.00
                               10,000 (3)                28.063              280,630.00
                                3,000 (4)                28.06                84,180.00
                             --------------                                   ---------
                               50,000                                      1,269,680.00                  $352.97
---------------------------- ------------------ ------------------------ ------------------------- -------------------
1.  Shares  subject  to  options  granted  pursuant  to the  Michael  Sands
Non-Statutory  Stock  Option  Agreement.
     2.  Shares  subject  to  options  granted   pursuant  to  the  Helen  Jones
Non-Statutory  Stock  Option  Agreement.
     3.  Shares  subject  to  options  granted  pursuant  to the Roger  Legendre
Non-Statutory  Stock  Option  Agreement.
     4.  Shares  subject to options  granted  pursuant to the  Rivington  Fields
Hight, Jr. Non-Statutory Stock Option Agreement.

          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  information  regarding the Michael Sands
Non-Statutory Stock Option Agreement, the Helen Jones Non Statutory Stock Option
Agreement,   Roger  Legendre  Non-Statutory  Stock  Option  Agreement,  and  the
Rivington Fields Hight, Jr. Non-Statutory Stock Option Agreement  (collectively,
the  "Plans")  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

4.1      Opinion of Ropes & Gray.

10.1     Michael Sands Non-Statutory Stock Option Agreement

10.2     Helen Jones Non-Statutory Stock Option Agreement

10.3     Roger Legendre Non-Statutory Stock Option Agreement

10.4     Rivington Fields Hight, Jr. Non-Statutory Stock Option Agreement

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.

10.1           Michael Sands Non-Statutory Stock Option Agreement

10.2           Helen Jones Non-Statutory Stock Option Agreement

10.3           Roger Legendre Non-Statutory Stock Option Agreement

10.4           Rivington Fields Hight, Jr. Non-Statutory Stock Option Agreement

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).