By-Laws
                               
                              of
                               
                 BEN & JERRY'S HOMEMADE, INC.
                               
                               
                          Article I
                               
                   Articles of Association

     The name, location of the registered office, the registered agent,
and the purposes and powers of the Corporation shall be as set forth in the
Articles of Association, and these By-Laws; the purposes and powers of the
Corporation and of its directors and shareholders, and all matters
concerning the conduct and regulation of the business of the Corporation
shall be subject to such provisions in regard thereto, if any, as are set
forth in the Articles of Association; and the Articles of Association are
hereby made a part of these By-Laws.

     All reference in these By-Laws to the Articles of Association shall
be construed to mean the Articles of Association of the Corporation as from
time to time amended.
                               
                          Article II
                               
                         Shareholders

     Section 1.  Annual Meeting.  The annual meeting of shareholders
commencing with the year 1986 shall be held no later than seven months
after the close of the Corporation's fiscal year, on such date as may be
set by the Board of Directors.  The annual meeting of shareholders shall be
held at the registered office of the Corporation in Vermont, or at such
other place either within or without the State of Vermont, as shall be
stated in the notice of the meetings or in a duly executed waiver thereof. 
The hour of the meeting shall be such hour as shall be stated in the notice
of the meeting, or in a duly executed waiver thereof.  The purpose of the
annual meeting shall be to elect a Board of Directors and to transact such
other business as may properly be brought before the meeting.  Election of
directors and of the secretary need not be by written ballot.  Purposes for
which an annual meeting is to be held, additional to those prescribed by
law, by the Articles of Association and by these By-Laws, may be specified
by the President, the Board of Directors, the Secretary, or the Secretary
upon the written request of the holders of not less than one-tenth of all
of the shares entitled to vote at the meeting on such additional purposes. 
Failure to hold the annual meeting at the designated time shall not work a
forfeiture or dissolution of the Corporation.  If such annual meeting is
omitted on the day herein provided therefore, a special meeting may be held
in place thereof, and any business transacted or elections held at such
meeting shall have the same effect as if transacted or held at the annual
meeting.  Such special meeting shall be called in the same manner and as
provided for in Article II, Section 2 hereof, relating to special meetings
of shareholders.

     Section 2.  Special Meetings.  Special meetings of the shareholders
may be called by the President, the Board of Directors, the Secretary, or
the Secretary upon the written request of the holders of not less than 
one-tenth of all the shares entitled to vote at the meeting, for any purpose.  
Special meetings shall be held at the registered office of the Corporation
in Vermont, or at such other place either within or without the State of
Vermont, and on such date and hour as shall be fixed by the President, the
Board of Directors, the Secretary, or the Secretary upon written request of
the holders of not less than one-tenth of all the shares entitled to vote
at the meeting and stated in the notice of the meeting, or in a duly
executed waiver therefore.

     Section 3.  Notice of Meeting; Waiver.  Written notice of the place,
date and hour at which an annual or special meeting is to be held shall be
given personally or put in the regular mails to each shareholder entitled
to vote thereat, not less than ten (10) nor more than fifty (50) days prior
to the meeting by or at the direction of the President, the Secretary, or
the other persons calling the meeting.  Notice of a special meeting shall
state, in addition to the foregoing information, the purpose for which it
is called.  A written Waiver of Notice of a meeting, signed before or after
the meeting by the person or persons entitled to notice, shall be deemed
equivalent to notice, provided that such Waiver of Notice is inserted in
the corporate minute book.  Such a writing need not state the purpose of
the meeting for which it waives notice.

     Section 4.  Quorum.  Except as otherwise provided by law, the
Articles of Association or these By-Laws, at any meeting of the
stockholders a quorum as to any matter shall consist of a majority of the
votes entitled to be cast on the matter, except that where a separate vote
by a class or classes (or series thereof) or separate voting group is
required by law, the Articles of Association or these By-Laws, a majority
of the votes entitled to be cast by such class or classes (or a series
thereof) or a separate voting group shall constitute a quorum with respect
to that matter.  When a quorum is once present, it shall not be broken by
the subsequent withdrawal of any shareholders.  If the required quorum
shall not be present or represented at any meeting of the shareholders, the
shareholders present in person or represented by proxy and entitled to vote
thereat shall have power to adjourn the meeting from time to time, until a
quorum shall be present or represented.  At any such adjourned meeting at
which a quorum shall be present or represented, any business may be
transacted which might have been transacted at the meeting as originally
noticed.
     Section 5.  Voting and Proxies.  At any meeting of the shareholders
every shareholder having the right to vote shall be entitled to vote in
person, or by proxy executed in writing by the shareholder or by his duly
authorized attorney-in-fact.  Proxies shall be filed with the Secretary of
the meeting, or any adjournment thereof, before being voted.  Unless
otherwise provided therein, no proxy shall be valid after eleven months
from the date of its execution.  A proxy with respect to shares held in the
name of two or more persons shall be valid if executed by one of them
unless at or prior to exercise of the proxy the Corporation receives a
specific written notice to the contrary from any one of them.  A proxy
purporting to be executed by or on behalf of a shareholder shall be deemed
valid unless challenged at or prior to its exercise.  Except as otherwise
provided by law, or by the Articles of Association, each shareholder of
record on the record date for the meeting shall be entitled to one vote for
every share standing in his name on the books of the Corporation.  When a
quorum is present at any meeting, a plurality of the votes properly cast
for election to any office shall elect to such office, and a majority of
the votes properly cast upon any question other than an election to an
office shall decide the question, except when a larger vote is required by
law, by the Articles of Association or by these By-Laws, and except that,
where a separate vote by a class or classes (or series thereof) or separate
voting group is required by law, the Articles of Association or these By-Laws 
for any question, a majority of the votes properly cast by such class
or classes (or series thereof) or separate voting group shall decide the
question (except when a larger vote is required by law, by the Articles of
Association or by these By-Laws).

     Section 6.  Notice and Record Date of Adjourned Meetings.  When a
meeting is adjourned to another time or place, notice need not be given of
the adjourned meeting if the time and place thereof are announced at the
meeting at which the adjournment is taken, except that if the adjournment
is for more than 30 days, or if after the adjournment a new record date is
fixed for the adjourned meeting, a notice in the standard form shall be
given to each shareholder of record entitled to vote at the adjourned
meeting.  A determination of shareholders of record entitled to notice of
or to vote at a meeting of shareholders shall apply to any adjournment of
the meeting, unless the Board of Directors fixes a new record date for the
adjourned meeting.

     Section 7.  Record of Shareholders; Lists.  In order that the
Corporation may determine the shareholders entitled to notice of or to vote
at any meeting of shareholders or any adjournment thereof, or entitled to
receive payment of any dividend, or in order to make a determination of
shareholders for any other proper purpose, the Board of Directors may fix a
record date, which shall be not more than fifty (50) nor less than ten (10)
days before the date of such meeting.  If no record date is fixed for such
purposes, the record date shall be the date on which notice of the meeting
is mailed or the date on which the resolution of the Board of Directors
declaring such dividend is adopted, as the case may be, or, if notice of a
meeting is waived, at the close of business on the day next preceding the
day on which the meeting is held.  The Secretary of the Corporation, or his
delegate, shall prepare and make, at least ten (10) days before every
meeting of shareholders, a complete list of the shareholders entitled to
vote at the meeting, arranged in alphabetical order, and showing the
address of each shareholder and the number of shares registered in the name
of each shareholder.  Such list shall be open to the examination of any
shareholder at the registered office of the Corporation, for any purpose
germane to the meeting, during ordinary business hours, for a period of at
least ten (10) days prior to the meeting.  The list shall also be produced
and kept at the time and place of the meeting during the whole time
thereof, and may be inspected by any shareholder who is present.

     Section 8.  Stock Ledger.  The stock ledger of the Corporation shall
be the only evidence as to who are the shareholders entitled to examine the
stock ledger, the list required by Section 7 of Article II of these By-Laws, 
the books of the Corporation, or to vote in person or by proxy at any meeting 
of shareholders.

     Section 9.  Shareholders' Right of Inspection.  Any shareholder, in
person or by attorney or other agent, shall upon written demand under oath
stating the purposes thereof, have the right during the usual hours of
business to inspect for any proper purpose of the corporation's stock
ledger, a list of its shareholders and its other books and records, and to
make extracts therefrom.  A proper purpose shall mean a purpose reasonably
related to such person's interest as shareholder.  In every instance where
an attorney or other agent shall be the person who seeks the right to
inspection, the demand under oath shall be accompanied by a power of
attorney or such other writing which authorized the attorney or other agent
to so act on behalf of the shareholder.  The demand under oath shall be
directed to the Corporation at its registered office.

     Section 10.  Action Without a Meeting.  Any action required or
permitted to be taken at a meeting of the shareholders of the Corporation,
may be taken without a meeting, if a consent in writing setting forth the
action so taken shall be signed by all of the shareholders entitled to vote
with respect to the subject matter thereof, provided that such waiver of
notice is inserted in the corporate minute book.  Such consent shall have
the same force and effect as a unanimous vote of shareholders and may be
stated as such in any articles or documents filed with the Secretary of
State.
                               
                               
                               
                               
                               
                               
                               
                               
                         Article III
                               
                          Directors

     Section 1.  Board of Directors; Number, Terms and Quorum.  The number
of directors which shall constitute the Board of Directors shall be no less
than three (3) and not more than twelve (12).  Within the foregoing limits,
the number of directors may be increased at any time or from time to time
by the stockholders or by the directors by vote of a majority of the
directors then in office.  The number of directors may be decreased to any
number permitted by the foregoing at any time, either by stockholders or by
the directors by vote of a majority of the directors then in office, but
only to eliminate vacancies existing by reason of the death, resignation or
removal of one or more directors.  Directors need not be stockholders. 
Directors need not be residents of the State of Vermont or shareholders. 
The Board of Directors shall be elected annually by the shareholders at the
annual meeting thereof.  Each director shall hold office until his
successor is elected and qualified or until his earlier resignation or
removal.

     Section 2.  Quorum and Voting.  A majority of the total number of
directors shall constitute a quorum for the transaction of business.  The
vote of the majority of the directors present at a meeting at which a
quorum is present shall be the act of the Board of Directors except as
these By-Laws shall otherwise require.

     Section 3.  Resignation.  Any director may resign at any time upon
delivery of his resignation in writing to the President, the Treasurer, the
Secretary or to the Board of Directors.  Such resignation shall be
effective upon receipt unless specified to be effective at some other time.

     Section 4.  Committees.  The Board of Directors may, by resolution
passed by majority of the whole board, designate one or more committees,
including an executive committee, from among the members of the whole
board.  The board may designate one or more directors as alternate members
of any such committee who may replace any absent or disqualified member at
any meeting of the committee.  If no such alternate members have been
designated for such a committee, the members thereof present at any meeting
and not disqualified from voting whether or not he or they constitute a
quorum, may unanimously appoint another member of the Board of Directors to
act at the meeting in the place of any absent or disqualified member.  Any
such committee, to the extent provided in the resolution of the whole board
which establishes it and permitted by Vermont law, shall have and may
exercise the powers of the Board of Directors in the management of the
business and affairs of the Corporation and may authorize the seal of the
Corporation to be affixed to any papers which may require it.  Any director
may be a member of more than one committee.  The procedures to be followed
by such 

committees with respect to quorum, voting and other such matters shall be
the same as those specified for meetings of directors.

     Section 5.  Telephone Meetings and Written Consents.  Any action
required or permitted to be taken at any meeting of the Board of Directors
or committees thereof may be taken by telephone conference call, between at
least a majority of the directors, or may also be taken without a meeting
if all members of the board or 
committee, as the case may be, consent to such action in writing and the
writing or writings are filed in the minute book of the board or committee.

     Section 6.  Vacancies and Newly-Created Directorships.  If any
vacancies occur on the Board of Directors by reason of the death,
immediately effective resignation, retirement or removal from office of any
director or resulting from any increase in the number of directors, all the
directors then in office, although less than a quorum, may by a majority
vote choose a successor or successors.  Unless sooner displaced the
directors so chosen shall hold office until the election of their
successors at the next annual meeting of shareholders.  If the directors
remaining in office after the occurrence of a vacancy shall be unable by
majority vote to fill such vacancy within thirty (30) days of the
occurrence thereof, the President or Secretary of the Corporation may call
a special meeting of the shareholders at which such vacancy shall be
filled.  In the event that one or more directors tenders a resignation from
the board effective at a future date, which date is prior to the next
annual meeting of shareholders, the prospective vacancy or vacancies shall
be filled by vote of a majority of the directors then in office, although
less than a quorum, including those who have so resigned.  Such vote shall
take effect when such resignation or resignations shall become effective
and each director so chosen shall, unless sooner displaced, hold office
until the due election and qualification of his successor at the next
annual meeting of the shareholders.  Any directorship to be filled by
reason of an increase in the number of directors shall be filled by the
Board of Directors as provided above or by election at an annual meeting or
at a special meeting of shareholders called for that purpose.

     Section 7.  Place, Time and Notice of Meetings.  The directors may
hold their meeting in such place or places, within and without the State of
Vermont, as the Board of Directors may determine from time to time.  The
Board of Directors shall meet each year immediately after the annual
meeting of shareholders, for the purpose of organization, election of
officers, and consideration of any other business that may properly come
before the meeting.  No notice of any kind to either old or new members of
the Board of Directors for this annual meeting shall be necessary.  Other
meetings of the directors shall be held at the call of the President or of
the Secretary or of any one director.  Notice of the date, time and place
of directors' meetings except the annual organization meeting shall be
given to each director entitled thereto by letter, telegram, cable or
radiogram, delivered for transmission not later than during the third day
immediately preceding the day of the meeting, or by word of mouth,
telephone or radiophone received not later than during the second day
immediately preceding the day of the meeting.  Such notice may be waived by
a director in a writing signed either before or after the meeting for which
such notice was required to be given, provided that such waiver of notice
is inserted in the minute book, and shall be deemed waived by any director
who attends the meeting for which such notice was required to be given,
unless such attendance is for the express purpose of objecting to the
holding of the meeting.  Notice of a later 
meeting need not be given to any director who attended a prior meeting at
which such latter meeting was duly called and the time, date and place
thereof noticed.

     Section 8.  Chairman of the Meeting.  The President of the
Corporation, if present and acting, shall preside at all meetings of the
Board of Directors unless the Chairman of the Board is present; otherwise,
a director chosen by a majority of the board at the meeting shall preside.
                               
                          Article IV
                               
                           Officers

     Section 1.  Officers.  The officers of the Corporation shall consist
of a Chairman of the Board, a Vice Chairman, a President, a Treasurer, a
Secretary, and such officers, including without limitation, one or more
Vice Presidents, Assistant Treasurers, Assistant Secretaries, Director of
Manufacturing, Director of Manufacturing Development, Director of Sales,
Director of Retail Operations, Director of Marketing, Manager of Treasury
Operations, Director of Quality, Director of Human Resources, and Director
of Social Mission as the directors at their annual meeting or thereafter
from time to time may elect or appoint.  The Chairman, Vice Chairman,
President, Vice President, Secretary and Treasurer shall be elected
annually by the directors at their annual meeting following the annual
meeting of the shareholders, other officers may be chosen by the directors
at such meeting or at any other time.  Each officer shall hold his office
until his successor is elected and qualified or until his earlier death,
resignation or removal.  Any officer may resign at any time upon delivering
his resignation in writing to the President, the Treasurer or the Secretary
or to a meeting of the directors.  Such resignation shall be effective upon
receipt unless specified to be effective at some other time.  Any officer
elected by the Board of Directors may be removed at any time for cause or
without cause by majority vote of the whole Board of Directors taken at a
meeting duly called and held.  Neither notice nor a hearing need be given
to any officer proposed to be so removed.  Any vacancy occurring in any
office of the Corporation by reason of death, resignation, removal of an
officer or otherwise, shall be filled by the Board of Directors in the same
manner as provided for ordinary elections of officers by directors, and an
officer so chosen shall hold office until the next regular election for
that office, or until earlier death, resignation or removal.  The salaries
of all officers shall be fixed from time to time by the Board of Directors.
     Section 2.  President.  It shall be the duty of the President to
preside at all meetings of the shareholders (unless the Chairman is
present) and all meetings of the Board of Directors (unless the Chairman is
present) and to have general authority over the conduct of the business of
the Corporation, except to the extent that the Chairman is designated by
the Board of Directors or the Chief Executive Officer of the Corporation.

     Section 3.  Vice President.  The Vice President, or Vice Presidents,
shall have such powers and duties as shall be assigned to them by the Board
of Directors or the President.

     Section 4.  Treasurer and Assistant Treasurers.  The Treasurer shall,
subject to the direction and under the supervision of the directors, have
general charge of the financial concerns of the Corporation; care and
custody of the funds and valuable papers of the Corporation, except his own
bond; authority to endorse for deposit or collection all notes, checks,
drafts and other obligations for the payment of money payable to the
Corporation or its orders, and to accept drafts on behalf of the
Corporation; authority to pay or cause to be paid all dividends voted by
the Board of Directors; and shall keep, or cause to be kept, accurate books
of account, which shall be the property of the Corporation.  If required by
the Board of Directors, he shall give bond for the faithful performance of
his duty in such form, in such sum, and with such sureties as the directors
shall require.  Any Assistant Treasurer shall have such powers and duties
as the directors or the President may delegate to him.

     Section 5.  Secretary.  The Secretary shall, in addition to any
duties imposed upon him by virtue of his office pursuant to Vermont law,
the Articles of Association or these By-Laws, keep an attested copy of the
Articles of Association and amendments hereto, and of these By-Laws with a
reference on the margin of said By-Laws to all amendments thereof, all of
which documents and books shall be kept at the registered office of the
Corporation or at the office of the Secretary.  Unless a transfer agent is
appointed, the Secretary shall keep or cause to be kept, at the registered
office of the Corporation or at his office, the stock and transfer records
of the Corporation, in which shall be contained the names of all
shareholders, their record addresses, the number of shares held by each,
the time when they respectively acquired the shares and the time of any
transfers thereof.  The Secretary shall give or cause to be given such
notice as may be required of all meetings of shareholders and all meetings
of the Board of Directors, and shall keep the seal of the Corporation in
safe custody and affix it to any instrument when such action is incident to
his office or is authorized by the Board of Directors.  Any Assistant
Secretary shall have such powers and duties as the directors or the
President shall delegate to him or her.

     Section 6.  Chairman.  It shall be the duty of the Chairman to
preside at all meetings of the Board of Directors and at all meetings of
the shareholders and, if designated the Chief Executive Officer of the
Corporation, to have general authority over the conduct of the business.

     Section 7.  Vice Chairman.  The Vice Chairman shall have such powers
and duties as shall be assigned by the Board of Directors or the Chairman.

     Section 8.  Other Officers.  Other officers elected or appointed by
the Board of Directors shall have such duties and powers as shall be
assigned to them by the Board of Directors or the President.

     Section 9.  Other Powers and Duties.  Subject to these By-Laws, each
officer shall have in addition to the duties and powers specifically set
forth in these By-Laws, such duties and powers as the directors or the
President may from time to time delegate to him.
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                          Article V
                               
                       Shares of Stock

     Section 1.  Amount Authorized.  The amount of the authorized capital
stock and the par value, if any, of the shares authorized shall be fixed in
the Articles of Association, as amended from time to time.

     Section 2.  Stock Certificates.  Each shareholder shall be entitled
to a certificate representing the shares of the Corporation owned by him,
under the corporate seal or a facsimile thereof, in such form as may be
prescribed from time to time by the directors.  The certificate shall be
signed by the President or a Vice-President, and by the Treasurer or the
Secretary but when a certificate is countersigned by a transfer agent or a
registrar, other than the Corporation itself or an employee thereof, such
signature may be facsimiles, engraved or printed.  In case any officer who
has signed or whose facsimile signature has been placed on such certificate
shall have ceased to be such officer before such certificate is issued, it
may be issued by the Corporation with the same effect as if he or she were
such officer at the time of its issue.

     Every certificate representing the Corporation's shares which are
subject to any restriction on transfer pursuant to the Articles of
Association, the By-Laws or any agreement to which the Corporation is a
party, shall have the restriction noted conspicuously on the certificate
and shall also set forth on the face or back thereof either the full text
of the restriction or a statement of the existence of such restriction and
a statement that the Corporation will furnish a copy thereof to the holder
of such certificate upon written request and without charge.  Every
certificate representing the Corporation's shares issued when the
Corporation is authorized to issue more than one class or series of shares
shall set forth on its face or back either the full text of the
preferences, voting powers, qualifications and special and relative rights
of the shares of each class and series authorized to be issued or a
statement of the existence of such preferences, powers, qualifications, and
rights, and a statement that the Corporation will furnish a copy thereof to
the holder of such certificate upon written request and without charge.

     Section 3.  Transfer.  Subject to the restrictions, if any, stated or
noted on the 
certificates, shares may be transferred on the books of the Corporation by
the surrender to the Corporation or its transfer agent of the certificate
therefor properly endorsed by the registered holder or by his duly
authorized attorney pursuant to a written power of attorney properly
executed, and with such proof of the authenticity of signature as the
Secretary of the Corporation or its transfer agent may reasonably require,
if the Corporation has no notice of any adverse claim.  Except as may be
otherwise required by law, by the Articles of Association or by these By-Laws, 
the Corporation shall be entitled to treat the record holder of
shares as shown on its books as the owner of such shares for all purposes,
including the payment of dividends and the right to vote with respect
thereto, regardless of any transfer, pledge, or other disposition of such
shares, until the shares have been transferred on the books of the
Corporation in accordance with the requirements of these By-Laws.  It shall
be the duty of each shareholder to notify the Corporation of his mailing
address.

     Section 4.  Lost or Destroyed Certificates.  The Corporation shall
issue a new certificate in the place of any certificate theretofore issued
where the holder of record of the certificate satisfies the following
requirements:

              (A)    Claim.  Makes proof in affidavit form that it has 
                     been lost, destroyed, or wrongfully take

              (B)    Timely Request.  Requests the issue of a new certificate 
                     before the Corporation has notice that the certificate 
                     has been acquired by a purchaser for the value in good 
                     faith and without notice of any adverse claims;

              (C)    Bond.  Gives a bond in such form, and with such surety or
                     sureties, with fixed or open penalty, as the Corporation 
                     may direct, to indemnify the Corporation against any 
                     claims that may be made on account of the alleged loss, 
                     destruction or theft of the certificates; and

              (D)    Other Requirements.  Satisfies any other reasonable 
                     requirements imposed by the Corporation.

              When a certificate has been lost, apparently destroyed, or 
wrongfully taken and the holder of record fails to notify the Corporation 
within a reasonable time after he has notice of it, and the Corporation 
registers a transfer of the shares represented by this certificate before 
receiving such notification, the holder of record is precluded from making 
any claim against the Corporation for the transfer or for a new certificate.

              Section 5.  Fractional Shares.  Certificates representing 
fractional shares may be issued by the Corporation.  No holder of any 
fractional share shall be entitled to any vote with respect thereto unless, 
and to the
extent that, the holder or holders of fractional shares aggregating one or
more full shares unite for the purpose of voting at any such meting, in
which case such holder or holders shall be entitled to one vote at such
meeting for each full share represented by the aggregate of such fractional
shares held by such holder or holders.

              Section 6.  Payment for Shares.  The consideration for the 
issuance of shares may be paid, in whole or in part, in money, in other 
property, tangible or intangible, or in labor or services actually performed 
for the
Corporation.  When payment of the consideration for which shares are to be
issued shall have been received by the Corporation such shares shall be
deemed to be fully paid and nonassessable.  Neither promissory notes nor
future services shall constitute payment or part payment for the issuance
of shares of the Corporation.  In the absence of fraud in the transaction,
the judgment of the Board of Directors as to the value of the consideration
received for shares shall be conclusive.  No certificate shall be issued
for any shares until the share is fully paid.
                               
                          Article VI
                               
             Notes, Checks, Drafts and Contracts

              Section 1.  The Notes, Checks and Drafts.  The notes, checks and
drafts of the Corporation shall be signed by such person or persons as the
Board of Directors may from time to time designate and in the absence of
such designation by the Treasurer.  Manual signature or signatures shall be
required on all notes and drafts of the Corporation.  In the case of checks
of the Corporation, either manual or facsimile signature or signatures may
be used.

              Section 2.  Contracts.  Contracts of the Corporation shall be
executed by such person or persons as may be generally designated by the
Board of Directors and, in the absence of such designation, by the
Chairman, President, a Vice President or the Treasurer.
                               
                         Article VII
                               
                Indemnification and Insurance

              Section 1. Definitions.  For purposes of this Article VII, the
following definitions shall apply:

              (1)     "Director" means an individual who is or was a director 
                      of the Corporation or an individual who, while a director 
                      of the Corporation, is or was serving at the 
                      Corporation's request as a director, officer, partner, 
                      trustee, employee, or agent of another foreign or 
                      domestic corporation, partnership, joint venture, trust, 
                      employee benefit plan
                      or other enterprise.  A director is considered to be 
                      serving an employee benefit plan at the Corporation's 
                      request if the director's duties to the Corporation also 
                      impose duties on, or otherwise involve services by, the
                      director to the plan or to participants in or 
                      beneficiaries of the plan.  "Director" includes, unless 
                      the context requires otherwise, the estate or personal 
                      representative of a director.


              (2)     "Expenses" mean the reasonable costs incurred in 
                      connection with a proceeding, including reasonable 
                      attorneys' fees.

              (3)     "Liability" means the obligation to pay a judgment, 
                      settlement, penalty, fine (including an excise tax 
                      assessed with respect to an employee benefit plan), or
                      reasonable expenses incurred with respect to a 
                      proceeding.

              (4)     "Official capacity" means:
              
                      (a) when used with respect to a director, the office of 
                      director in a corporation; and
                      (b) when used with respect to an individual other than a
                      director, as contemplated in Section 6 of this Article 
                      VII, the office in the Corporation held by the officer 
                      or the employment agency relationship undertaken by the 
                      employee or agent on behalf of the Corporation.  Official 
                      capacity" does not include service for any other foreign 
                      or domestic corporation or any partnership, joint 
                      venture, trust employee benefit plan, or other 
                      enterprise.
              
              (5)     "Party" includes an individual who was, is, or is 
                      threatened to be made a named defendant or respondent in 
                      a proceeding.

              (6)     "Proceeding" means any threatened, pending, or completed 
                      action, suit or proceeding, whether civil, criminal, 
                      administrative, or investigative and whether formal or 
                      informal.

              (7)     "Special legal counsel" means counsel that has never been 
                      an employee of the Corporation and who has not, and whose 
                      firm has not, performed legal services for the 
                      Corporation pertaining to the matter for which 
                      indemnification is sought for a period of at least two 
                      years before retention as special counsel.

              Section 2.  Authority to Indemnify.

              (A)    Except as provided in Subsection (D) of this Section 2, 
                     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) in 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.

              (B)    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 requirement of 
                     Subsection (A)(2)(B) of this Section.

              (C)    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 in this Section.

              (D)    The Corporation may not indemnify a director under this 
                     Section: 
                     
                     (1) in connection with a proceeding by or in the right of 
                     the Corporation in which the director was adjudged liable 
                     to the Corporation; or

                     (2) 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.

              (E)    Indemnification permitted under this Section 2 in 
                     connection with a proceeding by or in the right of the 
                     Corporation is limited to reasonable expenses incurred in 
                     connection with the proceeding.

              Section 3.  Mandatory Indemnification.  The Corporation shall
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.


              Section 4.  Advance for Expenses.

              (A)    The Corporation shall pay for or reimburse the reasonable
expenses incurred by a director who is a party to a proceeding in advance 
of final disposition of the proceeding if:
              
                 (1) the director furnished the Corporation a written 
affirmation of his or her good faith belief that the director has met the
standard of conduct described in Section 2 above;

                 (2) the director furnishes the Corporation a written
undertaking, executed personally or on the director's behalf, to repay the 
advance if it is ultimately determined that the director did not meet the      
standard of conduct; and

                 (3) a determination is made that the facts then known to 
those making the determination would not preclude indemnification under
this Article VII.

              (B)    The undertaking required by Subsection (A)(2) of this 
Section 4 must be an unlimited general obligation of the director, but need
not be secured and may be accepted by the Corporation without reference to 
financial ability to make repayment.

              (C)    Determinations and authorizations of payments under this 
Section shall be made in the manner specified in Section 5 of this Article VII.

              Section 5.  Determination and Authorization of Indemnification.

              (A)    Except as provided in Section 4 of this Article VII, the
Corporation may not indemnify a director under Article VII of these By-Laws 
prior to the final resolution of a proceeding, whether by judgment, order,
settlement, conviction, plea or otherwise, and unless authorized in
the specific case after a
determination has been made that indemnification of the director
is permissible in the circumstances because the director has met
the standard of conduct set forth in Section 2 of this Article VII.

              (B)    The determination required by Subsection (A) of this 
Section 5, in accordance with the terms of Section 2 of this Article VII shall
be made:

                 (1) by the Board of Directors by majority vote of a quorum
consisting of directors not at the time parties to the proceeding;


                 (2) if a quorum cannot be obtained under subdivision (1) of 
this Subsection, by majority vote of a committee duly designated
by the Board of Directors (in which designation directors who are parties may
participate), consisting solely of two or more directors not at the time 
parties to the proceeding;

                 (3) by written opinion of special legal counsel;

                     (a) selected by the Board of Directors or its committee 
in the manner prescribed in subdivision (1) or (2); or
                     (b) if a quorum of the Board of Directors cannot be 
obtained under subdivision (1) and a committee cannot be designated under 
subdivision (2), selected by majority vote of the full Board of Directors (in 
which selection directors who are parties may participate); or

                 (4) by the shareholders, but shares owned by or voted under 
the control of directors who are at the time parties to the proceeding may not 
be voted on the determination.

              (C)    Authorization of indemnification and evaluation as to
reasonableness of expenses shall
be made in the same manner as the determination that indemnification is 
permissible, except that if the determination is made by special legal counsel, 
authorization of indemnification and evaluation as to reasonableness
of expenses shall be made by those entitled under Subsection (B)(3) of this 
Section 5 to select counsel.

              Section 6.  Indemnification of Officers, Employees and Agents.

              (A)    An officer of the Corporation who is not a director, and
including as officers those persons described in Section 1 of Article
IV of the By-Laws, is entitled to mandatory indemnification under Section 3 of 
Article VII and is entitled to apply for court-ordered indemnification under
the Vermont Business Corporation Law, in each case to the same extent
as a director;

              (B)    The Corporation shall indemnify and advance expenses under 
this Article VII to an officer of the Corporation who is not a director to the
same extent as a director and may indemnify and advance expenses under this 
Article VII to an employee or agent of the Corporation who is not a director 
or an officer (as provided in Subsection (A) of this Section 6) to the same 
extent as a director.


              Section 7.  Non-Exclusivity.  The indemnification provided by 
this Article VII shall not be deemed exclusive of any other rights to which 
those seeking indemnification may be entitled under any agreement, vote of
shareholders or disinterested directors or otherwise, both as to action in
his official capacity and as to action in another capacity while holding
such office, and shall continue as to a person who has ceased to be a
director, officer, employee or agent and shall inure to the benefit of the
heirs, executors and administrators of such person.

              Section 8.  Insurance.  The Corporation shall have power to 
purchase and maintain insurance on behalf of any person who is or was a 
director, officer, employee or agent of the Corporation, or who, while a 
director,
officer or employee of the Corporation, is or was serving at the request of
the Corporation as director, officer, partner, trustee, employee or agent
of another foreign or domestic corporation, partnership, joint venture,
trust, employee benefit plan or other enterprise, against liability
asserted against or incurred by him or her in that capacity or arising out
of his or her status as such director, officer, employee or agent, whether
or not the Corporation would have power to indemnify him or her against
such liability under the provisions of Sections 2 and 3 of this Article VII
or otherwise under the provisions of the Vermont Business Corporation Act. 
                               
           
<PAGE>
                         Article VIII
                               
                   Miscellaneous Provisions

              Section 1.  Fiscal Year.  Except as from time to time determined 
by the directors, the fiscal year of the Corporation shall end on the last day
of December in each year.

              Section 2.  Seal.  The seal of the Corporation shall, subject to
alteration by the directors, consist of a flathead, circular die with the
words  Vermont,"  Ben & Jerry's Homemade, Inc." and  1977" cut or engraved
thereon.

              Section 3.  Registered Office and Registered Agent.  The address 
of the registered agent shall be as set forth in the Articles of Association. 
The books of the Corporation including its stock ledger, books of account,
and minute books, shall be kept at the registered office of the Corporation
or its Secretary.

              Section 4.  Agents.  The Board of Directors may appoint agents of 
the Corporation possessing authority as broad as is not inconsistent with these
By-Laws or applicable law.

              Section 5.  Voting of Shares in Other Corporations.  Except as 
the directors may otherwise designate, the President or Treasurer may waive
notice of, and appoint any person or persons to act as proxy or attorney in
fact for this Corporation (with or without power of substitution), at any
meeting of shareholders of any other corporation or organization, the
securities of which may be held by this Corporation.

              Section 6.  Amendments. These By-Laws may at any time be repealed,
altered or amended by vote of the directors.

              Section 7.  Interpretation.  In these By-Laws, unless there shall 
be something in the subject or context inconsistent therewith: 

               "Shareholder" means one who is a holder of record of shares of 
the Corporation.

              The word "Meeting" includes the annual election of Directors.

              Words importing the singular number include the plural, and vice
              versa; words importing males include females; and words importing
              natural persons include corporations.



              Any provision of these By-Laws which contravenes the statutes of 
the State of Vermont shall be of no effect, and in all such cases the general
corporation laws of the State of Vermont shall control.