EXHIBIT 10.8.3
LETTER AMENDMENT AGREEMENT

     Letter  Amendment  Agreement  entered  into as of January  11, 1999 to that
certain Distribution  Agreement between Ben & Jerry's Homemade,  Inc., a Vermont
corporation headquartered at 30 Community Drive, South Burlington, Vermont 05403
(the   "Manufacturer")   and  Dreyer's  Grand  Ice  Cream,  Inc.,  a  California
corporation  located  at 5929  College  Avenue,  Oakland,  California  94618 and
certain  of its  subsidiaries  (collectively,  the  "Distributor")  dated  as of
January 6, 1987 and as amended  from time to time prior to the date hereof (such
Agreement  as in effect  immediately  prior to this Letter  Amendment  Agreement
being sometimes referred to as the "Prior Agreement").

     WHEREAS,  the  parties  have  agreed  on  certain  amendments  to the Prior
Agreement  contained below, which shall be applicable to the distribution of the
Manufacturer's  Products  by  Distributor  during the period  September  1, 1998
through August 31, 1999 (said period sometimes being referred to as the "Interim
Period").

     WHEREAS,  the  parties  have  agreed  that the Prior  Agreement  as further
amended hereby (the Prior Agreement as so further amended hereby being sometimes
referred to as the "Old  Agreement")  shall  automatically  expire,  without any
further  notice or actions,  at the close of business on August 31, 1999 as more
fully set forth herein;

     WHEREAS,  the parties have  simultaneously  entered into a new distribution
agreement  of even date (the "New  Distribution  Agreement")  providing  for the
purchase,  commencing  September  1, 1999,  by  Distributor  of  products of the
Manufacturer for resale and distribution in the territory  specified in said New
Distribution Agreement (a copy of which is attached hereto); and

     WHEREAS,  the parties have  simultaneously  terminated,  by  stipulation of
dismissal,  with prejudice,  the litigation  entitled  Dreyer's Grand Ice Cream,
Inc. and Edy's Grand Ice Cream vs. Ben & Jerry's  Homemade,  Inc. pending in the
United States District Court for the northern District of California.

     NOW THEREFORE,  in  consideration of these premises and the mutual promises
of the parties and other good and  valuable  consideration,  receipt of which is
hereby acknowledged, the parties agree as follows:

     1. Prior Notices.  No effect shall be given to the termination notice dated
August 31, 1998 from  Manufacturer to Distributor and the related notices of the
Distributor to Manufacturer  dated September 22, 1998 and of the Manufacturer to
Distributor dated August 26, 1998 and October 12, 1998.

     Definitions  used in the Prior  Agreement are used herein with such defined
meanings, except as otherwise expressly provided herein.

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     2. Amendments to the Prior Agreement.  The parties agree that the following
amendments (or confirmations in some cases) to the Prior Agreement are effective
from and after this date and shall  control,  notwithstanding  any provisions of
the Prior Agreement.

     (i) The  area  within  which   Distributor   shall   purchase  and  resell
Manufacturer's  Products  under  the  Old  Agreement  shall  continue  to be the
Territory set forth in the Prior Agreement,  subject to the following provisions
of this Letter Amendment Agreement.  Distributor's rights in all portions of the
Territory  (other than the New York Territory)  shall be exclusive to the extent
they were  exclusive  under the Prior  Agreement on August 30, 1998 and shall be
non-exclusive to the extent they were non-exclusive under the Prior Agreement on
August 30, 1998.

     Subject  to the  terms  of  the  existing  agreements  with  such  parties,
including  the Prior  Agreement,  as  applicable,  during  the  Interim  Period,
Manufacturer  agrees to maintain or cause to be  maintained on  essentially  the
same terms and conditions,  the current distribution  relationships with Sunbelt
Distributors  Inc.  of  Houston,  Texas,  and with  Rainbo  Distributors  of San
Leandro,   California,   which  serves  the  out-of-home   markets  in  Northern
California.

     (ii)  Distributor's   exclusive   rights  to   purchase   and   distribute
Manufacturer's  Products to the supermarket trade (three cash registers or more)
in the New York Territory (the New York City  metropolitan  area,  including the
five boroughs of New York, Nassau County, Suffolk County, Westchester County and
Northern New Jersey) are hereby agreed to terminate  automatically,  without any
further notice or action, on April 15, 1999 and Distributor  agrees that it will
not make any sales of Manufacturer's Products,  directly or indirectly,  in such
supermarket  trade in the New York Territory or to any person for resale in such
supermarket  trade in the New York  Territory  after April 15, 1999. The parties
understand that the remaining channels of distribution in the New York Territory
remain  exclusive until April 15, 1999 and will then continue on a non-exclusive
basis until August 31,  1999.  The parties  confirm  that,  notwithstanding  any
provision  of  the  Old  Agreement,  the  Manufacturer  has  no  right  to  make
Distributor's  distribution rights  non-exclusive in any channel of distribution
in the New York Territory prior to April 15, 1999.

     (iii) The parties confirm that, without limiting Distributor's best efforts
obligations  under the Prior  Agreement to distribute  Manufacturer's  Products,
Distributor   shall,   during  the  Interim  Period,  be  required  to  purchase
Manufacturer's  Products  in at least an  amount  equal to the  volume  purchase
commitment  set  forth in  Section 8 of the Prior  Agreement  (which  commitment
became  applicable as a result of  Manufacturer's  notice of August 31, 1998 and
Distributor's  election of September  22, 1998 and which is hereby  confirmed to
remain a commitment  binding  Distributor  during the Interim Period;  provided,
however,  that this volume  purchase  commitment  shall not be  applicable  with
respect  to the  Territory  described  in  Schedule  2A to the New  Distribution

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Agreement.  The parties  understand  that such  commitment  shall be adjusted to
reflect  changes in the  Territory  herein and the method of selling  hereunder.
Distributor  recognizes that this  commitment  forms part of the Prior Agreement
and is subject to the "for cause" termination provisions thereof.

     (iv)  In  addition  to the  purchase  prices  payable  by  Distributor  for
Manufacturer's Products specified in the Old Agreement, for the period beginning
January 5, 1999 Distributor  shall pay a rebate to  Manufacturer,  payable every
month in  arrears  28 days  after the end of each  month,  equal to [ * ] of the
amount of the  Distributor's  monthly  sales of all  Products  to all  customers
including (without duplication) sales by subdistributors (but excluding sales to
or  by  those  Non-affiliated   subdistributors   making  purchases  in  smaller
quantities  [i.e., 10 pallets or less on an occasional basis] up to an aggregate
of [ * ]  of  Distributor's  total  monthly  sales).  The  term  "Non-affiliated
subdistributors"  shall mean  subdistributors  in which Distributor does not own
more than 20% of the equity  interests.  As used in this Section,  Distributor's
monthly sales shall mean gross  revenues less returns and allowances for damaged
goods. Distributor's failure to make rebate payments when due shall constitute a
failure  to comply by  Distributor  which  will  permit  termination  of the Old
Agreement by  Manufacturer  under  Section 8 of the Old  Agreement  unless cured
within 30 days after notice of such failure from Manufacturer to Distributor.

     (v) The parties  have  previously  agreed  under the Prior  Agreement  that
Distributor  will pay  Manufacturer [ * ] of the cost of the trade promotions on
the  Manufacturer's  Products that have been  mutually  agreed for the remaining
months of the year 1998.  With  respect to the  period  January 1, 1999  through
August  31,  1999  Distributor  agrees  to pay  Manufacturer  [ * ] of the trade
promotion  dollars  in an amount  equal to the cost for the same  months in 1998
(which are hereby  deemed to be mutually  agreed in advance  through  August 31,
1999 and agreed through April 15, 1999 in the case of the supermarket channel in
the New York Territory)  provided that  Manufacturer pays the remaining [ * ] of
the cost of such promotions.  The parties confirm that payments shall be made by
Distributor  in the manner  that has been the current  practice  under the Prior
Agreement in 1998, namely promptly by way of off-invoice credits and debits.

     For these purposes,  trade promotions on the Manufacturer's  Products shall
not include print,  radio,  television or other media advertising  placed by the
Manufacturer and all consumer  promotions,  i.e. scoop trucks,  marketing agents
and community agents or slotting,  but shall include off-invoice,  retailer ads,
retailer display  specials,  bunker programs,  etc. and other trade  promotional
techniques which may be used in lieu of such conventional  trade promotions.  If
Manufacturer wishes to conduct additional trade promotions for the period

* This  confidential  portion  has been  omitted and filed  separately  with the
Commission.

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     January 1, 1999 through August 31, 1999,  Distributor shall not be required
to make any [ * ] payment of the cost of such additional trade promotions unless
Distributor has given its express consent.  If the Distributor does not give its
consent,  then  Manufacturer  may continue such additional  trade promotions and
bear [ * ] of the cost thereof.

     (vi) During the Interim  Period,  Distributor  shall pay its portion of the
cost of all slotting on the  Manufacturer's  Products in accordance with Section
4(c) of the Prior Agreement.

     (vii) With respect to "selling"  activities  pertaining  to the Products of
the Manufacturer during the Interim Period, it is agreed that Manufacturer shall
take over on January 5, 1999,  the "corporate  selling",  which means selling to
all chain accounts and headquarters selling; provided, however, that Distributor
will  continue  to provide  such  services  so as to work with  Manufacturer  to
provide a smooth  transition from  Distributor to  Manufacturer  but in no event
shall  this  continued  support  last more than  three to four  weeks  after the
execution of this Letter Amendment.  Distributor will continue to do the selling
activities  "up and down the street"  trade at the store level through its route
salesmen and other personnel.

     (viii)  During the  Interim  Period,  Distributor  shall not,  directly  or
indirectly  manufacture,  test market, market, promote or sell super premium ice
cream  or  products  as  previously  defined  in the  Prior  Agreement  (and for
convenience, set forth below) except as follows:

     Manufacturer  agrees that the  provisions of the Old Agreement  relating to
super  premium  ice  cream  or  products,  including,  without  limitation,  the
provisions of Section 8A thereof, shall not apply to the following activities of
Distributor and that the following  activities  shall be permitted and shall not
be deemed  inconsistent  with the performance by Distributor of its best efforts
obligations under the Old Agreement:

     1. The  development of formulae,  processes,  marketing and sales plans and
other plans relating to super premium ice cream or products;

     2.  Test-marketing,  promoting,  selling and  manufacturing  (to the extent
appropriate to  test-marketing)  super premium ice cream or products  within the
territory described in Schedule 2A to the New Distribution Agreement, within the
State of California or, beginning April 15, 1999, within the State of New York;

* This  confidential  portion  has been  omitted and filed  separately  with the
Commission.

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"ice cream,  frozen  yogurt,  sorbets,  ices or other  frozen  dessert  products
whether dairy based or not  (although  not to include  super premium  novelties)
primarily  sold in pint-size  containers  for a current retail price equal to or
greater than an average of $2.19 per pint over a 52 week period  adjusted by the
CPI Index (December 1993 to equal 100 for this purpose),  and including quart or
half-gallon sizes of such products."

     (ix)  The  Old  Agreement,  including  without  limitation  the  provisions
relating to the New York  Territory,  shall  automatically,  without any further
notice or  actions,  expire at the close of  business  on August 31, 1999 unless
sooner terminated in accordance with its provisions. Notwithstanding this agreed
expiration of the Old Agreement, all claims arising prior to such expiration for
any breach of or for any amount due under the Old Agreement  (excluding any such
claims that have been  satisfied,  waived or released prior to such  expiration)
shall survive such expiration in each case.

     (x) All sums payable to Manufacturer for Manufacturer's  Products purchased
hereunder  shall be paid in  arrears  21 days  from  the date of  Manufacturer's
invoice (which shall be the post-marked  date of the invoice or any earlier date
of facsimile  transmission or other delivery to Distributor)  with a 7-day grace
period. As to all sums not paid within such 28 day period,  Distributor shall in
addition pay a [ * ] late payment premium.

     (xi) The amount of credit  available under paragraph 9 of the Old Agreement
shall be changed to [ * ] and all other provisions of the line of credit and its
workings  will  remain  as in the Old  Agreement.  Said  credit  line  shall  be
available  unless  Distributor  is in breach of a material  provision of the Old
Agreement  or unless  Manufacturer  determines,  pursuant to the exercise of its
regular credit policy, that Distributor's  financial condition warrants a change
in the said credit line.

     3. The Partiesd' Current  Compliance;  Best Efforts  Standard.  The parties
acknowledge  and agree that as of the date of this  Letter  Amendment  Agreement
each  party  is in full  compliance  with all of the  terms of Prior  Agreement,
including,  without limitation, each party's best efforts obligations,  and each
party hereby waives any  non-compliance  (to the extent the relevant party knows
or has reason to know of  non-compliance) by the other under the Prior Agreement
prior to the date of this Letter Amendment Agreement.  Notwithstanding any other
provision of the Old Agreement, Distributor shall not be in breach of any of its
best efforts  obligations  under the Old Agreement if  Distributor is performing
under  the  Old  Agreement  in  a  manner  substantially   consistent  with  its
performance during the twelve (12) month period

* This  confidential  portion  has been  omitted and filed  separately  with the
Commission.

<PAGE>

immediately  preceding the date of execution of this Letter Amendment  Agreement
(the  "Comparison  Period").  Nothing herein shall be deemed to waive compliance
with the "best efforts" commitment under the Prior Agreement.

     4. Negotiation of Agreement.  Each party and its counsel have cooperated in
the  drafting  and  preparation  of  this  Letter  Amendment  Agreement  and the
documents  referred to herein,  and any and all drafts relating thereto shall be
deemed the work  product of the  parties  and may not be  construed  against any
party by reason of its  preparation.  Accordingly,  any rule of law or any legal
decision that would require  interpretation  of any  ambiguities  in this Letter
Amendment  Agreement  against the party that drafted it is of no application and
is hereby expressly waived.

     5.  Representation  and Covenant.  Distributor hereby represents that as of
the date  hereof it is not in default in any respect  under,  and will not be in
default in any respect but for the running of any applicable grace period under,
any loan agreement or other  agreement for the borrowing of money or capitalized
leases (collectively referred to as the "Financing Agreements").

     6. Entire Agreement;  Amendments. The Prior Agreement as amended hereby and
the New  Distribution  Agreement  constitute  the entire  agreement  between the
parties,  and  there  are  no  representations,   warranties  or  conditions  or
agreements  (other than  invoices,  purchase  orders and the like  necessary  to
implement said agreements) not contained herein (or in any document not referred
to herein) that constitutes any part hereof or that are being relied upon by any
party hereunder. If any provision of this Letter Agreement is held by a court of
competent  judgment to be invalid,  void or unenforceable,  the other provisions
shall  nevertheless  be in full  force and  effect  without  being  impaired  or
invalidated in any way.

     Except as expressly  amended hereby,  the Prior Agreement shall continue in
full force and effect.

     No provisions  of the Old Agreement may be modified or amended  except by a
written instrument signed by each of Manufacturer and Distributor.

     7. Governing Law. This Letter  Amendment  Agreement shall be binding on the
parties and successors  and assigns,  as provided in the Prior  Agreement.  This
Letter Amendment  Agreement and all actions related hereto shall be governed by,
and any  dispute  relating  to this  Letter  Amendment  Agreement  or the  Prior
Agreement  or the  entering  into  of this  Letter  Amendment  Agreement  or the
expiration  of the Old  Agreement  shall be resolved  in  accordance  with,  the
provisions of the Old Agreement.

<PAGE>

IN WITNESS  WHEREOF,  each of the parties hereto has caused this Agreement to be
duly executed and delivered by its duly authorized  representative as of the day
and year first above-written.

                    BEN & JERRY'S HOMEMADE, INC.
                    By:
                    Title:

                    DREYER'S GRAND ICE CREAM, INC.
                    By:
                    Title:

                    EDY'S GRAND ICE CREAM, INC.
                    By:
                    Title: