EXHIBIT 10.33.1

                        Amendment to Employment Agreement

     Amendment  dated as of  February  28,  1999 to  Employment  Agreement  (the
Employment  Agreement)  dated December 31, 1996 between Ben & Jerry's  Homemade,
Inc. (the "Company") (and Perry D. Odak (the "Executive").

         Whereas the parties wish to make certain  amendments to the  Employment
Agreement.

         Now therefore,  in  consideration  of these premises and other good and
valuable consideration, the receipt of which is hereby acknowledged, the parties
agree to amend the Employment Agreement as follows:

     1. Section 4(b)(iii) if the Employment  Agreement is hereby amended to read
as follows

     4(b)(iii),  notwithstanding any other provision of the Employment Agreement
and   notwithstanding   any  determination  or  lack  of  determination  by  the
Compensation   Committee  on  substantial   performance  of  the   Non-Financial
Objectives in the year 1998:

          (1) provided, however, that the initial exercisability date of all the
     270,000  options that would  otherwise  vest during the third - sixth years
     under clause (b)(ii) above shall automatically be accelerated in accordance
     with the following:

          When the fair market value of the Company's  Class A Common Stock (the
     "Stock"),  as measured by the average of the daily  closing stock prices on
     NASDAQ for a period of 90  consecutive  days,  shall have satisfied the Per
     Share Fair Market Value  Threshold  specified below and the Committee shall
     have determined that the Executive has  substantially met the Non-Financial
     Objectives (as defined  below) for 1997 or the preceding  calendar year, as
     the case may be, or for the first seven  months of 1999 as set forth below,
     then such options for 270,000  shares (after the 90,000 options that vested
     six months  after the date of the  original  Agreement  but  including  the
     accelerated  vesting of options for the first two tranches of 50,000 shares
     under this  Section  4(b)(iii)  as set forth in the table and in the second
     paragraph following the table below) shall become exercisable as follows:

     Defined Per 
     Share Fair 
     Market Value          
     Threshold            Number of Options
     ("Threshold")        Becoming Vested
     $16                  Options for 50,000 shares--became vested in 1998
                          (see below)
     $20                  Options for 50,000 shares--become vested in 
                          February 1999 (see below)
     $23                  Options for 35,000 shares and Options for 15,000 
                          shares
     $27                  Options for 42,000 shares and Options for 18,000 
                          shares
     $30.50               Options for 42,000 shares and Options for 18,000 
                          shares

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     In each case the  aggregate  number of then  unvested  options  entitled to
accelerated vesting pursuant to this Section 4(b)(iii) (50,000;  50,000; 35,000;
15,000;  42,000,  18,000;  and  42,000,  18,000 as the case may be) shall be the
options that would  regularly vest the latest under (b)(ii) above  following the
date when such acceleration under this Section 4(b)(iii) has become effective.

     $16 and $20  Thresholds.  The $16  Threshold  was satisfied in 1998 and the
first 50,000 shares in the table above  accelerated  and became vested.  The $20
Threshold was satisfied in early 1999, prior to the date of this Amendment,  and
the  second  tranche  of 50,000  options in the table  accelerated  and  vested,
thereby  making a total on that date of vested  options for 190,000  shares plus
such number as may have become vested on a monthly basis, since January 1, 1999,
pursuant to the provisions of Section 4(b)(ii).

     $23, $27 and $30.50 Thresholds Satisfied in 1999 or early 2000. If and when
the $23 Threshold or the $27  Threshold or the $30.50  Threshold is satisfied in
1999 or in 2000 (prior to the Committee's  determination by the end of February,
2000 with  respect  to the  Executive's  performance  of the 1999  Non-Financial
Objectives),  then options for 35,000 shares  pertaining  to the $23  Threshold,
options for 42,000 shares pertaining to the $27 Threshold and options for 42,000
shares  pertaining to the $30.50 Threshold shall accelerate and vest on the date
such Threshold is satisfied, as the case may be.

     15,000  Options  Pertaining to $23  Threshold.  In the event of a favorable
additional determination by the Compensation Committee (such determination to be
made during August-September, 1999) that the Executive has substantially met the
Additional  Non-Financial  Objectives for the first seven months in 1999,  these
options for 15,000 shares pertaining to the $23 Threshold set forth in the above
table will accelerate and vest if and when the $23 Threshold has been satisfied.

     If the Committee's August-September,  1999 additional determination is that
the Executive has not substantially met the Additional Non-Financial Objectives,
then the vesting of the said 15,000  options will not accelerate if and when $23
Threshold has been satisfied and,  accordingly,  in that event, said options for
15,000 shares shall  accelerate  and vest only when and if the $30.50  Threshold
has been met at some subsequent date and if options for 60,000 shares pertaining
to the $30.50  Threshold  shall have vested  directly as a result thereof (which
requires  that there be in effect at or after said  subsequent  date a favorable
determination  by the Committee with respect to  substantial  performance of the
Non-Financial  Objectives for the applicable prior year made by the Committee in
2000 or in a later year).

     $27 and $30.50  Thresholds  and Options  for 18,000  Shares and Options for
18,000  Shares.  In the  event  the $27  Threshold  has been  met or the  $30.50
Threshold has been met in 1999 or in 2000 (prior to the date of the  Committee's
determination on 1999  performance),  the remaining 18,000 options pertaining to
the $27  Threshold  (if said  Threshold  has been  satisfied)  and the remaining
18,000 options  pertaining to the $30.50 Threshold (if said $30.50 Threshold has
been satisfied)  shall not accelerate and vest at that time but shall accelerate
and vest only when there is in effect a  determination  by the Committee made in
the year 2000 (or in a later year) that the Executive has  substantially met the
Non-Financial  Objectives for the Year 1999 or for the applicable prior year, as
the case may be. When the  remaining  18,000  options  pertaining  to the $30.50
Threshold have accelerated and vested, then the second tranche of 15,000 options
pertaining to the $23.00  Threshold shall  accelerate and vest,  pursuant to the
provisions of the immediately preceding paragraph.

<PAGE>

     $23, $27 and $30.50 Thresholds Met Later Than 1999 or early 2000. If any of
the $23, $27 or $30.50 Price Thresholds are not met in 1999 or in 2000 (prior to
the date of the Committee's determination on performance for the Year 1999), but
instead  are  first  met  after  the  date  in  2000  of  the  Committee's  said
determination,   then  the  specified  accelerated  vesting  of  35,000  options
pertaining  to the $23  Threshold,  the 42,000  options  and the 18,000  options
pertaining to the $27 Threshold  and the 42,000  options and the 18,000  options
pertaining to the $30.50  Threshold  shall occur if (a) the Executive is, on the
date such  applicable  Threshold  is met, an employee of the Company and (b) the
Committee's determination in effect at or subsequent to the date such applicable
Threshold is met is  favorable  that the  Executive  has  substantially  met the
Non-Financial  Objectives for the Year 1999 or for the applicable prior year, as
the case may be. Accelerated vesting of the 15,000 options pertaining to the $23
Threshold  shall occur only as provided above under the heading  "15,000 Options
Pertaining to $23 Threshold".

     (2) The  Committee  shall be  required to make a  determination  during the
first year of the Term, favorable or unfavorable,  within 30 days after the date
such  Per  Share  Fair  Market  Value  Threshold  has  been  met for 90 days and
thereafter  shall make one  determination  each year,  by the end of February in
each year except that the Committee  shall make an additional  determination  in
August-September   1999  with   respect  to   performance   of  the   Additional
Non-Financial  Objectives for the first six months of 1999 set forth on Schedule
I. The Non-Financial  Objectives for each year,  commencing with the second year
of the Term,  shall be agreed  between the Committee and the Executive  prior to
the  beginning  of each such year and for the  first  year of the Term  shall be
agreed  between the Committee  and the Executive by June 30, 1997.  Furthermore,
the  Additional  Non-Financial  Objectives for the first half of 1999 are agreed
between the Committee and the Executive to be as set forth in Schedule I.

     (3) The Company acknowledges the obligations of its Compensation  Committee
to make its "additional determination", favorable or unfavorable, on substantial
performance of the Additional Non-Financial Objectives by September 30, 1999 and
its yearly determination,  favorable or unfavorable, with respect to substantial
performance  of the  Non-Financial  Objectives for the Year 1999 or a subsequent
year by not later than February in each year, and  accordingly (in order to give
full effect to the provisions of this Amendment which make certain  acceleration
of  vesting  of  options   contingent  on  a  subsequent   favorable   Committee
determination  in  early  2000),  the Term of the  Agreement  is  extended  from
December  31,  1999 to the date  which is  fifteen  days  after  the date of the
Committee's  determination  in  2000 as to  whether  or not  the  Executive  has
substantially met the 1999 Non-Financial Objectives.

<PAGE>

     2. Except as expressly  amended  hereby,  the  Employment  Agreement  shall
remain in full force and effect.

     IN WITNESS  WHEREOF the parties have executed and delivered  this Amendment
as of the day set forth above.

                                 /s/Perry D. Odak
                                 Ben & Jerry's Homemade, Inc.



                                 By /s/Frances Rathke
                                 Chief Financial Officer