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                                                                 Exhibit 10.4(b)


                               Amendment No. 1 to

                             The Timberland Company

                1991 Stock Option Plan For Non-Employee Directors


1.       As a result of a 2-for-1 stock split by the Company in September, 1999
         and July, 2000, the 100,000 shares initially reserved for issuance
         under the Plan were adjusted pursuant to the terms of the Plan to
         200,000 and 400,000 shares, respectively, on the dates of the stock
         splits. Therefore, to reflect such adjustments, Section 4.a. is hereby
         amended by deleting "100,000" and replacing it with "400,000".

2(a).    Section 6.a. is hereby amended by deleting "5,000" in the first
         paragraph and by replacing it with "10,000."

2(b).    Section 6.a. is hereby further amended by deleting "1,250" in the
         second paragraph and by replacing it with "2,500."



This Amendment No. 1 is effective December 7, 2000.