EXHIBIT 3.7


                            CERTIFICATE OF AMENDMENT
                                       OF
                       RESTATED ARTICLES OF INCORPORATION
                                       OF
                          THE CHALONE WINE GROUP, LTD.,
                            a California corporation


                  The  undersigned,  Thomas B.  Selfridge  and  Daniel E.  Cohn,
hereby certify that:

                  ONE: They are the duly elected and acting  President and Chief
Executive  Officer and the Secretary,  respectively,  of The Chalone Wine Group,
Ltd. a California corporation.

                  TWO:  Article THIRD of the Restated  Articles of Incorporation
of this corporation is amended to read in its entirety as follows:

                  "THIRD. The Corporation is authorized to issue only one class
                  of stock; and the total number of shares which the Corporation
                  is authorized to issue is Twenty-Five Million (25,000,000)."

                  THREE:  The  foregoing  amendment of the Restated  Articles of
Incorporation  of this  corporation  has  been  duly  approved  by the  Board of
Directors of this corporation.

                  FOUR:  The  foregoing  amendment of the  Restated  Articles of
Incorporation of this corporation has been duly approved by the required vote of
shareholders  in  accordance  with  Sections  902  and  903  of  the  California
Corporations  Code.  The total number of outstanding  shares is 12,068,944.  The
percentage  vote  required was fifty  percent  (50%) or more of the  outstanding
shares  and the  number of shares  voting  in favor of the  foregoing  amendment
equaled or exceeded the vote required.

                  We further  declare  under penalty of perjury that the matters
set  forth  in the  foregoing  certificate  are  true  and  correct  of our  own
knowledge.

                  Executed at Napa, California, on June 18, 2002.



                                              /s/ THOMAS B. SELFRIDGE
                                              __________________________________
                                              Thomas B. Selfridge, President and
                                              Chief Executive Officer



                                              /s/ DANIEL E. COHN
                                              __________________________________
                                              Daniel E. Cohn, Secretary