EXHIBIT 4.25

                                                                  EXECUTION COPY

                                AMENDMENT NO. 1
                                ---------------

     AMENDMENT  NO.  1  dated  as  of  February  10, 2004, between CONSTELLATION
BRANDS,  INC., a Delaware corporation (the "Borrower"); each of the Subsidiaries
of  the  Borrower  identified  under  the caption "SUBSIDIARY GUARANTORS" on the
signature pages hereto (individually, a "Subsidiary Guarantor" and, collectively
the  "Subsidiary  Guarantors"  and, together with the Borrower, the "Obligors");
and  JPMORGAN  CHASE  BANK,  as administrative agent for the Lenders referred to
below  (in  such  capacity,  together  with its successors in such capacity, the
"Administrative  Agent").

     The  Borrower,  the  Subsidiary  Guarantors, certain financial institutions
(the  "Lenders"), certain other parties and the Administrative Agent are parties
to  a  Second Amended and Restated Credit Agreement dated as of October 31, 2003
(as  in effect on the date hereof, the "Credit Agreement"). The Obligors and the
Administrative  Agent  (having  previously  obtained  the  authorization  of the
Required  Lenders)  wish  to amend the Credit Agreement in certain respects and,
accordingly,  the  parties  hereto  hereby  agree  as  follows:

     Section 1.  DEFINITIONS.  Except as otherwise defined in this Amendment No.
1,  terms defined in the Credit Agreement (as amended hereby) are used herein as
defined  therein.

     Section 2.  AMENDMENTS.  Subject  to  the  satisfaction  of  the conditions
specified in Section 4 hereof, but with effect on and after the date hereof, the
Credit  Agreement  is  amended  as  follows:

     (a) Section 1.01 of the Credit Agreement is amended by adding the following
definition  in  its  appropriate  alphabetical  location:

          "'Senior  Subordinated  Notes  due  2009'  means  the Borrower's 8.50%
     Senior  Subordinated  Notes  due  2009  in  an original aggregate principal
     amount  of  U.S.  $200,000,000."

     (b) The second sentence of Section 7.11 of the Credit Agreement is  amended
and  restated  to  read  in  its  entirety  as  follows:

          "Neither  the  Borrower  nor  any  of its Subsidiaries shall purchase,
     redeem, retire or otherwise acquire for value, or set apart any money for a
     sinking,  defeasance or other analogous fund for, the purchase, redemption,
     retirement  or  other  acquisition  of,  or  make  any voluntary payment or
     prepayment of the principal of or interest on, or any other amount owing in
     respect of, any Subordinated Indebtedness, except that (i) the Borrower may
     make  payments on the regularly-scheduled payment dates with respect to the
     principal  of and interest on the Subordinated Indebtedness as in effect on
     the  date  hereof (or, as to any Subordinated Indebtedness issued after the
     date  hereof,  as  originally  in effect), (ii) so long as no Default shall
     have  occurred  and  be  continuing   (or  will  occur  as a result of such
     payment),  from  the   proceeds  of  Subordinated  Indebtedness  issued  in
     accordance  with  the  first  paragraph  of  this Section, the Borrower may
     redeem  or  prepay  Subordinated Indebtedness that is being refinanced with
     such  proceeds, (iii) from the proceeds of Revolving Loans and/or cash held
     by  the  Borrower  or  any  Subsidiary,  the Borrower may redeem the Senior
     Subordinated  Notes  due  2009  in  an  aggregate  amount   (including  any
     associated  premium thereon) not to exceed the sum of U.S.$208,500,000 plus
     any  accrued  but  unpaid interest thereon and any expenses associated with
     such  redemption,  so  long as at the time of any such redemption and after
     giving effect thereto (x) no Default shall have occurred and be  continuing
     and  (y)  the  Borrower  shall  be  in  compliance  with  Section 7.10 (the
     determination  of  such  ratios  to be calculated under the assumption that
     such  redemption   and  any  related   Borrowing  of  Revolving  Loans  and
     application  of  cash  occurred at the beginning of the respective period),
     and  prior  to  any  such  redemption  the  Borrower  shall  deliver to the
     Administrative  Agent  a  certificate  of a Financial Officer to the effect
     specified  in  this clause (iii) and setting forth in reasonable detail the
     computations  necessary  to  determine compliance with the foregoing clause
     (iii)(y)  and  (iv) the Borrower or any Subsidiary may acquire Subordinated
     Indebtedness  to  the  extent  that  the  Borrower's  investment therein is
     permitted  by  Section  7.06(i)."

     Section 3.  REPRESENTATIONS AND WARRANTIES.   The Borrower  represents  and
warrants  to  the  Lenders   and  the   Administrative  Agent   that   (i)   the
representations  and  warranties  set forth in the Credit Agreement, and of each
Obligor in each of the other Loan Documents to which it is party (but as to such
other  Loan Documents, in all material respects), are true and correct on and as
of  the  date  hereof  as  if made on and as of the date hereof (or, if any such
representation  or  warranty  is  expressly  stated  to  have  been made as of a
specific  date,  such representation or warranty shall be true and correct as of
such  specific  date)  and  as  if  each reference to the "Credit Agreement", or
similar  words of import, included reference to this Amendment No. 1 and (ii) at
the  time  of  and  immediately  after giving effect to this Amendment No. 1, no
Default  has  occurred  and  is  continuing.

          Section 4.  CONDITIONS PRECEDENT.  The amendments set forth in Section
2  hereof  shall become effective, as of the date hereof, upon the execution and
delivery  of  this Amendment No. 1 by the Obligors and the Administrative Agent.

          Section 5.  MISCELLANEOUS.  Except  as  herein  provided,  the  Credit
Agreement  shall  remain unchanged and in full force and effect.  This Amendment
No. 1 may be executed in any number of counterparts, all of which taken together
shall  constitute  one and the same amendatory instrument and any of the parties
hereto  may  execute this Amendment No. 1 by signing any such counterpart.  This
Amendment  No. 1 shall be governed by, and construed in accordance with, the law
of  the  State  of  New  York.

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     IN  WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to
be  duly  executed  and  delivered  as  of the day and year first above written.

                              CONSTELLATION BRANDS, INC.


                              By /s/ Thomas S. Summer
                                 ----------------------------------
                                 Name:  Thomas S. Summer
                                 Title: Executive Vice President
                                        and Chief Executive Officer

SUBSIDIARY GUARANTORS
---------------------

ALLBERRY, INC.
CLOUD PEAK CORPORATION
FRANCISCAN VINEYARDS, INC.
MT. VEEDER CORPORATION


By /s/ Thomas S. Summer
   -----------------------------------
   Name:  Thomas S. Summer
   Title: Vice President and Treasurer


ROBERTS TRADING CORP.


By /s/ Thomas S. Summer
   -----------------------------------
   Name:  Thomas S. Summer
   Title: President and Treasurer


CONSTELLATION INTERNATIONAL HOLDINGS LIMITED
CANANDAIGUA WINE COMPANY, INC.


By /s/ Thomas S. Summer
   -----------------------------------
   Name:  Thomas S. Summer
   Title: Treasurer

BARTON INCORPORATED
BARTON BRANDS, LTD.
BARTON BEERS, LTD.
BARTON BEERS OF WISCONSIN, LTD.
BARTON BRANDS OF CALIFORNIA, INC.
BARTON BRANDS OF GEORGIA, INC.
BARTON CANADA, LTD.
BARTON DISTILLERS IMPORT CORP.
MONARCH IMPORT COMPANY
BARTON FINANCIAL CORPORATION


By /s/ Thomas S. Summer
   -----------------------------------
   Name:  Thomas S. Summer
   Title: Vice President


CANANDAIGUA LIMITED


By /s/ Thomas S. Summer
   -----------------------------------
   Name:  Thomas S. Summer
   Title: Finance Director


CBI AUSTRALIA HOLDINGS PTY LIMITED


By /s/ Thomas S. Summer
   -----------------------------------
   Name:  Thomas S. Summer
   Title: Authorized Signatory


CONSTELLATION AUSTRALIA PTY LIMITED


By /s/ Thomas S. Summer
   -----------------------------------
   Name:  Thomas S. Summer
   Title: Authorized Signatory


<PAGE>

JPMORGAN CHASE BANK,
   as Administrative Agent


By /s/ Laura J. Cumming
   -----------------------------------
   Name:  Laura J. Cumming
   Title: Vice President

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