Exhibit 3.1.4



                           VERMONT SECRETARY OF STATE
                Location: 81 River Street Mail: 109 State Street
                            Montpelier, VT 05609-1104


                              ARTICLES OF AMENDMENT
                    (Vermont domestic for-profit corporation)


Name of Corporation:       Ben & Jerry's Homemade, Inc.

A  corporation  may amend its  articles  of  incorporation  at anytime to add or
change  a  provision   that  is  required  or   permitted  in  the  articles  of
incorporation  or to delete a provision not required.  If a corporation  has not
yet issued shares, its incorporators or board of directors may adopt one or more
amendments to the corporation's articles of incorporation.

The text and date of each amendment adopted.
Additional Article
(A)   Commencing  with the election of  directors at the 1997 Annual  Meeting at
      which this Article  entitled  "Classification  of Directors" is adopted by
      stockholders of the Corporation, the directors of the Corporation shall be
      classified  and divided into three  classes,  as nearly equal in number as
      possible,  one class  ("Class A") whose term  expires at the first  annual
      meeting of  stockholders  to be held after their  election,  another class
      ("Class  B")  whose  term  expires  at  the  second   annual   meeting  of
      stockholders to be held after their election and another class ("Class C")
      whose term expires at the third annual meeting of  stockholders to be held
      after their election,  with each class to hold office until its successors
      are elected and qualified.  At each annual meeting of the  stockholders of
      the Corporation thereafter, the successors of the class of directors whose
      term  expires at such  meeting  shall be elected to hold office for a term
      expiring  at the  annual  meeting of  stockholders  held in the third year
      following the year of their election. Any director elected to fill a newly
      created  directorship  or any vacancy on the Board of Directors  resulting
      from any death, resignation, removal or other reason shall hold office for
      the  remainder of the full term of the class of directors in which the new
      directorship was created or the vacancy occurred and until such director's
      successor shall have been elected and qualified.

  (B) Any director or directors may be removed from office at any time, but only
      for cause and only upon the  affirmative  vote of  two-thirds of the votes
      cast by the then  outstanding  shares of capital stock of the  Corporation
      entitled to vote generally in the election of directors,  voting together.
      Any vacancy in the Board of Directors  resulting from any such removal may
      be filled by vote of two-thirds of the directors then in office,  although
      less than a quorum, or by a sole remaining  director,  and any director so
      chosen  shall hold office  until the next  election of the class for which
      such director shall have been chosen and until such  director's  successor
      shall be elected and  qualified or until such  director's  earlier  death,
      resignation or removal.

  (C) In the event of any  increase  or  decrease  in the  authorized  number of
      directors,  the newly created or eliminated  directorships  resulting from
      such increase or decrease shall be


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      apportioned by the Board of Directors among the three classes of directors
      so as to maintain such classes as nearly equal as possible. No decrease in
      the number of directors  constituting the Board of Directors shall shorten
      the term of any incumbent director.

  (D) Notwithstanding  any other provision of the Articles of Association or the
      By-laws of the  Corporation  (and  notwithstanding  the fact that a lesser
      vote may be specified by law), the  affirmative  vote of two-thirds of the
      votes  cast  by  the  then-outstanding  shares  of  capital  stock  of the
      Corporation  entitled to vote  generally  in the  election  of  directors,
      voting together,  shall be required to alter, amend or repeal, or to adopt
      any provision  inconsistent with the purpose or intent of the provision of
      this Article,  entitled "Classification of Directors",  of the Articles of
      Association of the Corporation.

Amendment adopted June 28, 1997.

If the amendment provides for an exchange, reclassification,  or cancellation of
issued  shares,  state the  provisions  for  implementing  the  amendment if not
contained in the amendment itself.
N/A

If the amendment was adopted by the incorporators or board of directors, without
shareholder  action, make a statement to that effect and that shareholder action
was not required.
N/A

If the amendment was approved by shareholders.

(A)  the designation,  number of outstanding shares, number of votes entitled to
     be cast by each voting group entitled to vote  separately on the amendment,
     the number of votes of each voting group represented at the meeting.

There were  outstanding  and  entitled to vote on the  Amendment  the  following
shares of capital  stock,  entitled to vote  together as one voting group on the
Amendment:

6,392,646 shares of Class A Common Stock, $.033 par value,  entitled to one vote
per share 891,072 shares of Class B Common Stock,  $.033 par value,  entitled to
ten votes per share 900  shares of Class A  Preferred  Stock,  $1.00 par  value,
entitled to one vote per share

Represented  at the Annual  Meeting of  Stockholders  held June 28, 1997 were an
aggregate of 12,339,686 votes of the voting group represented at the meeting.

(B)  either the total number of votes cast for and against the amendment by each
     voting  group  entitled to vote  separately  on the  amendment or the total
     number of undisputed  votes cast for the amendment by each voting group and
     a statement that the number cast for the amendment by each voting group was
     sufficient for approval by the voting group.

     The total  number of votes cast for the  Amendment  by all of the shares of
     the capital stock voting together as the voting group was 8,613,651.


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The number of votes cast for the  Amendment by the voting  group was  sufficient
for approval of the Amendment.







Signatures:/s/Frances Rathke  Title: Treasurer & Secretary  Date: March 26, 1998
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