SCHEDULE 14A INFORMATION

           Proxy Statement Pursuant to Section 14(a) of the Securities
                      Exchange Act of 1934 (Amendment No. )

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                                                by Rule 14a-6(e)(2))
( ) Definitive Proxy Statement
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( ) Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12

                                   ESKIMO PIE
                (Name of Registrant as Specified in its Charter)

                       YOGEN FRUZ WORLD-WIDE INCORPORATED
                         (Name of Person(s) Filing Proxy
                      Statement, if other than Registrant)

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          pursuant to Exchange  Act Rule 0-11 (Set forth the amount on which the
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( )  Fee paid previously with preliminary materials.

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                    [Yogen Fruz World-Wide Incorporated LOGO]
                              8300 Woodbine Avenue
                        Markham, Ontario, Canada L3R 9Y7


                                 August 30, 1999



Dear Fellow Eskimo Pie Shareholders:

     Eskimo Pie Corporation has produced for shareholders generally declining
revenues, earnings and stock price for the past five years. The current Board of
Directors and Management of Eskimo Pie are responsible for these declines, but
want you to support them as they continue the same failed strategy that has
resulted in the significant loss of value for shareholders.

     As the largest single shareholder of Eskimo Pie, Yogen Fruz wants nothing
more than the greatest possible return for itself and Eskimo Pie's other
shareholders. We believe that the sum of the values of the parts of Eskimo Pie
is greater than the value of the company as a whole, and that the way to realize
this value for shareholders is to sell each of the parts of Eskimo Pie to a
highly synergistic buyer capable of integrating the asset into the buyer's
existing business.

     In fact, Eskimo Pie's announcement on August 25, 1999 that it is selling
its flavors business to Guernsey Bel, Inc. for $9.5 million is exactly what we
told you in our proxy we will do if you appoint our slate of directors - we even
predicted the price and identified the buyer in our additional proxy materials
filed with the SEC on August 23, 1999. However, our plan is for the $9.5 million
- - and all other proceeds from the sale of Eskimo Pie's assets - to go directly
you and the other shareholders of Eskimo Pie, not to subsidize a continuation of
the failed strategy of the current Board of Directors and Management.

                     WHOSE INTERESTS ARE TRULY SELF-SERVING?

o    The current Board of Directors and Management of Eskimo Pie claim to be
     implementing a plan to increase investments in advertising, promotion and
     product development for the Eskimo Pie brand, and that the results can be
     seen in the year to date financial performance of the Company. However,
     contrary to the Company's reported "increases", actual consumer purchases
     of Eskimo Pie brand products are down versus last year during the peak
     selling period of April-June, a fact confirmed by independent market data.
     Welch's brand products are also down versus last year. The Eskimo Pie and
     Welch's brands account for more than two thirds of all Eskimo Pie products
     sold. If both brands are experiencing decreases versus last year, how can
     Eskimo Pie report increased revenues and earnings?


o    Eskimo Pie's revenues consist primarily of sales of ingredients and
     packaging to its licensees. Even if sales of finished products by the
     licensees are down - as they were during the critical second quarter this
     year - Eskimo Pie can still have increased sales by shipping excess
     quantities of ingredients and packaging to its licensees. However, we
     believe such increases are only temporary and that licensees will reduce
     their orders during subsequent periods resulting in decreased revenues and
     earnings of Eskimo Pie, as they have for the past five years. The current
     Board and Management ask you to look at the results for only the last six
     months. However, as shareholders, we must ask: did the Board and Management
     of Eskimo Pie have a vested interest in creating the appearance of growth
     to convince shareholders to vote against Yogen Fruz's proposals and thereby
     save their own jobs?




                    YOGEN FRUZ - FOCUSED ON SHAREHOLDER VALUE


o    Yogen Fruz believes that all shareholders of Eskimo Pie will suffer
     continued losses of value if the current Board and Management are allowed
     to maintain the status quo. However, by selling all of the assets of Eskimo
     Pie - not just Eskimo Pie's Flavors business - we believe shareholders can
     realize actual gains.


o    Eskimo Pie's current Board of Directors and Management have suggested that
     Yogen Fruz could gain competitively - as opposed to as a shareholder - by
     selling Eskimo Pie's assets. They are wrong. Yogen Fruz does not compete
     with Eskimo Pie Corporation, but rather, with certain of Eskimo Pie's
     brands. This will continue to be the case after Eskimo Pie no longer owns
     them. The potential buyers we have identified are, in general, financially
     stronger than Eskimo Pie Corporation and better positioned to exploit the
     full potential of these brands. It is precisely for this reason that they
     are able to pay the best price to buy these assets.

o    The current Board of Directors has claimed that Yogen Fruz might attempt to
     purchase Eskimo Pie after "taking control" of the Company. However, Yogen
     Fruz and its nominees for directors have publicly affirmed that they will
     not buy any assets of Eskimo Pie, nor will they accept any fees or
     compensation of any kind for their services as directors or in transacting
     the sale of Eskimo Pie's assets. Moreover, the Virginia Stock Corporation
     Act forbids Yogen Fruz from purchasing Eskimo Pie or any assets of Eskimo
     Pie at any time before December 4, 2001, without approval of a majority of
     the disinterested directors and two thirds of the voting shares excluding
     shares owned by Yogen Fruz.

o    It is important to note that Eskimo Pie's current Board of Directors and
     Management have not disputed Yogen Fruz's statements regarding the
     potential return to shareholders from the sale of Eskimo Pie's assets.
     Instead, they speculate as to Yogen Fruz's "agenda" or motive. However, our
     agenda is out in the open: we want the highest price for the stock of
     Eskimo Pie. That is why we announced on August 23, 1999 that we will not
     support the offer of an unnamed investor group to purchase Eskimo Pie for
     $10.125 per share. As a shareholder of Eskimo Pie, we are alarmed that the
     current Board of Directors has formed a special committee to entertain this
     offer, which, as we said in our public announcement, we believe understates
     the assets value of Eskimo Pie by at least one third. Previously, the Board
     determined to reject offers below $13.00 per share. Why do they now
     consider $10.125 per share a reasonable price for Eskimo Pie?

- --------------------------------------------------------------------------------
                   PLEASE ALSO SEE THE ATTACHED PRESS RELEASE
- --------------------------------------------------------------------------------

                    WE AGREE: COMPARE MANAGEMENT PERFORMANCE

o    Yogen Fruz welcomes Eskimo Pie's invitation to compare our operating
     results with those of Eskimo Pie. However, we think performance over the
     last five years would be a truer test than focusing on the partial results
     of the current fiscal year. In fact, Yogen Fruz's revenues have grown
     dramatically from Cdn$4,979,000 in 1994, Cdn$9,186,000 in 1995,
     Cdn$30,039,000 in 1996, Cdn$43,788,000 in 1997 to Cdn$87,979,000 in 1998.
     Earnings have grown just as dramatically, from Cdn$756,000 in 1994,
     Cdn$1,842,000 in 1995, Cdn$5,183,000 in 1996, Cdn$9,937,000 in 1997 to
     Cdn$12,941,000 in 1998. As a result of these results, Yogen Fruz
     shareholders have enjoyed excellent liquidity and appreciation in value
     from per share highs of Cdn$1.31 in 1994, Cdn$2.50 in 1995, Cdn$4.35 in
     1996, Cdn$8.70 in 1997 to Cdn$14.30 in 1998. (All years are Yogen Fruz's
     fiscal years ending August 31.) Even at Yogen Fruz's current share price of
     Cdn$2.53



     (August 26, 1999), Yogen Fruz is valued in excess of Cdn$116 million. Such
     long-term growth is exactly what Eskimo Pie's current Board of Directors
     and Management has been unable to achieve for their shareholders. Indeed,
     by contrast, Eskimo Pie would be valued at only $36 million, based on the
     offer of $10.125 per share currently being entertained by Eskimo Pie's
     Board of Directors. And, as noted above, Eskimo Pie's core brands are
     actually down versus last year during the second quarter, belying Eskimo
     Pie Corporation's reported "increases".

o    Yogen Fruz believes the continued operation of Eskimo Pie by any management
     team is incapable of returning maximum value to shareholders, and that the
     maximum return to shareholders will be achieved by selling the assets of
     Eskimo Pie to highly synergistic buyers. The only reason Yogen Fruz is
     soliciting your proxy is because the current Board of Directors and
     Management has demonstrated an unwillingness to pursue this course.

                             YOUR VOTE IS IMPORTANT!

o    No matter how many or how few shares of Eskimo Pie Corporation you own,
     please vote FOR Yogen Fruz's nominees and AGAINST management's proposals by
     signing, dating and mailing the enclosed BLUE PROXY CARD.

o    Do not return any WHITE proxy card sent to you by Eskimo Pie Corporation,
     even to vote against their nominees. Doing so will cancel your vote for
     Yogen Fruz's nominees.

o    If you have already returned a proxy card sent to you by Eskimo Pie
     Corporation, you have every right to change your vote by signing, dating
     and returning the enclosed BLUE PROXY CARD. Only your latest dated,
     properly executed card will count.

o    If you own shares in the name of a brokerage firm, your broker cannot vote
     such shares unless they receive your specific instructions. Please sign,
     date and return the enclosed BLUE PROXY CARD in the postage-paid envelope
     that has been provided.


If you have any questions or need assistance voting your shares, please call
collect:

                                    Michael Serruya
                                    Co-Chairman and Co-CEO
                                    Yogen Fruz World-Wide Incorporated
                                    8300 Woodbine Avenue
                                    Markham, Ontario, Canada L3R 9Y7
                                    (905)479-8672(x225)



                             PROTECT YOUR INVESTMENT

                        VOTE YOGEN FRUZ'S BLUE PROXY CARD

                DO NOT VOTE ON THE WHITE PROXY CARD - DISCARD IT






                             Eskimo Pie Corporation
                         Unit Sales Performance Decline
                          13 Weeks Ending June 27, 1999
                                    vs YR Ago

     [THE FOLLOWING WAS REPRESENTED BY A BAR CHART IN THE PRINTED MATERIAL]


                          Eskimo Pie                -6.3%

                          Welch's                   -7.9%

                          Nabisco SnackWell         -45.3%

                          Nabisco Oreo Bar          -22.9%

     Source: IRI








                             Eskimo Pie Corporation
                         Unit Sales Performance Decline
                          4 Weeks Ending June 27, 1999
                                    vs YR Ago

     [THE FOLLOWING WAS REPRESENTED BY A BAR CHART IN THE PRINTED MATERIAL]


                          Eskimo Pie                -10.2%

                          Welch's                   -16.3%

                          Nabisco SnackWell         -40.5%

                          Nabisco Oreo Bar          -39.2%

     Source: IRI






FOR IMMEDIATE RELEASE

                           YOGEN FRUZ WILL NOT SUPPORT
                  ANNOUNCED OFFER TO BUY ESKIMO PIE CORPORATION

Toronto, Canada, August 23, 1999 - Yogen Fruz World-Wide Incorporated (TSE:
YF.A) the largest shareholder of Eskimo Pie Corporation (NASDAQ NNM: EPIE)
("Eskimo") announced today that it will not support the offer from an
undisclosed private investor group to buy all of Eskimo's stock for $10.125 per
share announced earlier today.

"We believe the announced offer understates the asset value of Eskimo by at
least one third, and thus would not return full value to Eskimo's shareholders"
said Michael Serruya, Co-President and Co-CEO of Yogen Fruz.

Eskimo's announcement of the offer did not disclose the identities of the
offerors, but did state that the offer was subject to satisfactory completion of
due diligence, obtaining of necessary financing, negotiation and execution of a
definitive agreement and consent of Eskimo's licensors to the continuation of
their licenses. Accordingly, Yogen Fruz believes it is unlikely any such sale
would close.

"This proposal clearly would be a better deal for Eskimo's current management
than for the shareholders," Serruya said. "They would hold onto their jobs,
while shareholders would take a one-third discount off the full value for their
shares." Eskimo's announcement disclosed that David B. Kewer, Eskimo's President
and CEO, has been invited to join the unnamed group of offerors.

As of August 31, 1998, Yogen Fruz had approximately 4,900 locations, through
company owned, franchised and non-traditional partnership locations in 80
countries. The Company operates a Family of Brands including Yogen Fruz, I Can't
Believe It's Yogurt, Bresler's Ice Cream and Premium Frozen Yogurt, Swensen's
Ice Cream, Steve's Ice Cream, Golden Swirl, Honey Hill Farms, Paradise, Ice
Cream Churn and Java Coast Fine Coffees. The Company also directly, and through
its subsidiary Integrated Brands, markets, sells and distributes a variety of
frozen novelties and frozen dessert products under the Tropicana, Betty Crocker,
Trix, Yoplait, Colombo and Yoo Hoo brand names, pursuant to long-term license
agreements.

For further information, contact:

Michael Serruya
Co-Chairman, Co-President and Co-CEO
Yogen Fruz World-Wide Incorporated
Tel:905-479-8762 (x225)
Fax: 905-479-5235






                             ESKIMO PIE CORPORATION
               ANNUAL MEETING OF SHAREHOLDERS -- SEPTEMBER 8, 1999

          THIS PROXY IS SOLICITED BY YOGEN FRUZ WORLD WIDE INCORPORATED
         IN OPPOSITION TO THE ESKIMO PIE CORPORATION BOARD OF DIRECTORS
                  AND FOR THE AMENDMENT OF ESKIMO PIE'S BY-LAWS


     The  undersigned  shareholder of Eskimo Pie Corporation  ("Eskimo")  hereby
appoints Michael Serruya,  Richard Smith and David Stein, each of them with full
power of  substitution,  to vote all shares of Common Stock, par value $1.00 per
share, of Eskimo that the undersigned is entitled to vote if personally  present
at the 1999 Annual Meeting of  Shareholders of Eskimo to be held on September 8,
1998, and at any adjournments or postponements thereof as indicated below and in
the discretion of the proxies,  to vote upon such other business as may properly
come before the  meeting,  and any  adjournment  or  postponement  thereof.  The
undersigned  hereby revokes any previous proxies with respect to matters covered
by this Proxy.


YOGEN FRUZ WORLDWIDE INCORPORATED RECOMMENDS A VOTE FOR PROPOSALS 1 THROUGH 3.

PROPOSAL 1.  (ELECTION  OF YOGEN  SLATE OF  DIRECTORS)  to elect  the  following
       individuals  as  Directors  of Eskimo  until the 2000  Annual  Meeting of
       Shareholders:  Michael Serruya,  Aaron Serruya,  David Prussky,  David M.
       Smith, David J. Stein, Benjamin Raphan and Edward Obadiah.

(To withhold authority to vote for any individual nominee listed above, write
that nominee's name in the space provided below)

[ ]  FOR ALL NOMINEES LISTED ABOVE

[ ]  AGAINST ALL NOMINEES LISTED ABOVE

[ ]  ABSTAIN WITH RESPECT TO ALL NOMINEES LISTED ABOVE

PROPOSAL 2. (By Law  Amendment  with respect to Rights  Agreement)  to amend the
     by-laws to require the Eskimo  Board of Directors to carry out a resolution
     authorizing  partial or  complete  redemption  or  amendment  to the Eskimo
     Rights  Agreement,  if  such  resolution  is  authorized  and  approved  by
     affirmative  vote of  shareholders  owning or  having  the right to vote at
     least a majority of the capital stock of Eskimo.

                [  ]  FOR        [  ] AGAINST        [  ] ABSTAIN

PROPOSAL 3. (By Law  Amendment  with  respect to Special  Meeting)  to amend the
     by-laws  to allow the  shareholders  owning or having  the right to vote at
     least 5% of the  outstanding  capital  stock of  Eskimo  to call a  special
     meeting of shareholders.

                [  ]  FOR        [  ] AGAINST        [  ] ABSTAIN





THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER SPECIFIED BY THE
UNDERSIGNED SHAREHOLDER.  IF NO MARKING IS MADE, THIS PROXY WILL BE DEEMED TO BE
A  DIRECTION  TO VOTE FOR  PROPOSALS  1 THROUGH 3 AND IN THE  DISCRETION  OF THE
PROXIES,  TO VOTE UPON SUCH  OTHER  BUSINESS  AS MAY  PROPERLY  COME  BEFORE THE
MEETING, AND ANY ADJOURNMENT OR POSTPONEMENT THEREOF.

                            ----------------------------------
                            (Date)

                            ----------------------------------
                            (Signature)

                            ----------------------------------
                            (Title)

                            ----------------------------------
                            (Signature, if held jointly)

When  shares  are held by joint  tenants,  both  should  sign.  When  signing as
attorney,  executor,  administrator,  trustee,  guardian,  corporate  officer or
partner,  please  give full  title as such.  If a  corporation,  please  sign in
corporate  name by  President or other  authorized  officer.  If a  partnership,
please sign in partnership  name by an authorized  person.  This Proxy votes all
shares held in all capacities.