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                                                                     Exhibit 3.5

                            CERTIFICATE OF AMENDMENT
                                       OF
                      RESTATED CERTIFICATE OF INCORPORATION
                                       OF
                             THE TIMBERLAND COMPANY


     The Timberland Company, a corporation organized and existing under and by
virtue of the General Corporation Law of the State of Delaware, DOES HEREBY
CERTIFY:

     FIRST: That the Board of Directors of The Timberland Company duly adopted
resolutions proposing an amendment to the Restated Certificate of Incorporation
of said corporation, declaring said amendment to be advisable and directing that
the following proposal approving said amendment be considered at the next annual
meeting of the stockholders of said corporation:

     That section 4.1 of the Restated Certificate of Incorporation of this
corporation be deleted in its entirety and that there be substituted in lieu
thereof a new section 4.1 which shall read in its entirety as follows:

     4.1  DESIGNATION AND NUMBERS. The aggregate number of shares that the
          corporation shall have the authority to issue is 77,000,000. The
          number of shares of each class and the par value of each share of each
          class are as follows:



- ------------------------------------------------------------------------------
NAME OF CLASS                  NUMBER OF SHARES               PAR VALUE
- ------------------------------------------------------------------------------
                                                        
Preferred Class                   2,000,000                     $.01
- ------------------------------------------------------------------------------
Class A Common Stock             60,000,000                     $.01
- ------------------------------------------------------------------------------
Class B Common Stock             15,000,000                     $.01
- ------------------------------------------------------------------------------


     SECOND: That thereafter, pursuant to the amended By-laws of said
corporation the annual meeting of the stockholders was duly called and held upon
notice in accordance with Section 222 of the General Corporation Law of the
State of Delaware at which meeting the necessary number of shares as required by
statute were voted in favor of the amendment.

     THIRD: That said amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.

     IN WITNESS WHEREOF, The Timberland Company has caused this certificate to
be signed by Jeffrey B. Swartz, its President and attested to by Danette
Wineberg, Assistant Secretary, this 14th day of June, 2000.

                                          THE TIMBERLAND COMPANY


                                          By
                                            -----------------------------
                                            Jeffrey B. Swartz, President

ATTEST:


By
  --------------------------------
  Danette Wineberg,
  Assistant Secretary