EXHIBIT 2.5
                                  -----------

                      FIRST AMENDMENT TO PURCHASE AGREEMENT
                       AND PRO FORMA CLOSING BALANCE SHEET

     THIS AMENDMENT, made and entered into as of the 5th day of March, 2001 (the
"Amendment"),  amends that certain Purchase  Agreement by and among  Canandaigua
Wine Company,  Inc., a New York corporation  ("Buyer"),  Tuolomne River Vintners
Group, a California  partnership  ("TRVG"),  and Sebastiani  Vineyards,  Inc., a
Delaware  corporation ("SVI") dated January 30, 2001 (the "Purchase  Agreement")
and the Pro Forma Closing  Balance  Sheet  delivered by SVI and TRVG to Buyer on
February 23, 2001. All capitalized  terms used but not defined herein shall have
the meaning ascribed to such terms in the Purchase Agreement.

                                   WITNESSETH:

     WHEREAS,  the parties  have  agreed  that Buyer will  assume  that  certain
promissory  note  given by SVI to  General  Electric  Capital  Corporation  ("GE
Capital") dated December 28, 1998 (the "Promissory  Note") and, to the extent it
secures the indebtedness under the Promissory Note, that certain master security
agreement  between GE Capital  and SVI dated  September  8, 1998 (the  "Security
Agreement"),  copies  of  which  are  attached  hereto  as  EXHIBITS  A  and  B,
respectively.

     NOW,  THEREFORE,  the parties hereto,  in consideration of the premises and
the mutual covenants contained herein, agree as follows:

     1. Schedule 1.1(a)(v) of the Purchase Agreement shall be amended to add the
Promissory  Note  and,  to the  extent it  secures  the  indebtedness  under the
Promissory  Note,  the  Security  Agreement to the list of  Contracts.  Schedule
1.1(a)(v),  as amended, is attached hereto as EXHIBIT C and a copy thereof shall
be attached to the Purchase  Agreement in substitution  of the current  Schedule
1.1(a)(v).

     2. The Pro Forma Closing Balance Sheet shall be amended as follows:

          a. The amount of $9,393,776.63  (the outstanding  principal balance of
     the Promissory  Note as of March 5, 2001) shall be added to the Liabilities
     & Equity side of the Pro-Forma  Closing  Balance Sheet by (i) inserting the
     amount of  $945,982.72  into the "Note Payable - Current"  entry,  and (ii)
     inserting the amount of $8,447,793.91 into the "Notes Payable" entry;

          b. The "Total Current  Liabilities"  entry shall be increased to equal
     $18,238,875.00; and

          c. The "Total Shareholder's  Equity" entry shall be decreased to equal
     $117,656,223.37.

     The Pro-Forma  Closing  Balance Sheet,  as amended,  is attached  hereto as
EXHIBIT D and a copy  thereof  shall be attached to the  Purchase  Agreement  in
substitution of the current Pro-Forma Closing Balance Sheet

     3. Except as amended hereby,  the Purchase  Agreement and Pro Forma Closing
Balance Sheet shall remain in full force and effect.

                                     - 2 -


     IN WITNESS WHEREOF,  this Amendment has been duly executed and delivered on
behalf of the parties as of the date first above written.

                                 CANANDAIGUA WINE COMPANY, INC., a New
                                 York corporation


                                 By: /s/ Ronald C. Fondiller
                                     -------------------------------------------
                                     Ronald C. Fondiller, Vice President


                                 SEBASTIANI VINEYARDS, INC., a Delaware
                                 corporation


                                 By: /s/ Don A. Sebastiani
                                     -------------------------------------------
                                                   [Title]


                                 TUOLOMNE RIVER VINTNERS GROUP, a California
                                 partnership

                                 By: MAJiC Vine, Inc., a California corporation,
                                     General Partner


                                 By: /s/ Mary Ann Sebastiani Cuneo
                                     -------------------------------------------
                                     Mary Ann Sebastiani Cuneo, President


                                 By: Lucinco, Inc., a California corporation,
                                     General Partner


                                 By: /s/ Sam Sebastiani
                                     -------------------------------------------
                                     Sam Sebastiani, President


                                 By: E.T.K. Inc., a California corporation,
                                     General Partner


                                 By: /s/ Don A. Sebastiani
                                     -------------------------------------------
                                     Don A. Sebastiani, President



                                List of Exhibits
                                ----------------


                        Exhibit A:  Promissory Note

                        Exhibit B:  Security Agreement

                        Exhibit C:  Schedule 1.1(a)(v) - as amended

                        Exhibit D:  Pro Forma Closing Balance Sheet - as amended