UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~Washington~~WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

~~Pursuant~~Date toof ~~Section~~report ~~13 or 15~~(d)Date of ~~the~~earliest ~~Securities Exchange~~event ~~Act~~reported): ofApril ~~1934~~14, 2004

Date of report (Date of earliest event reported): April 9, 2004

GOLDEN STATE VINTNERS, INC.

(Exact ~~name~~Name of Registrant as ~~specified~~Specified in ~~its~~ ~~charter~~Charter)

Commission File No. 1-14305

Delaware		1-14305		77-0412761
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

DELAWARE		77-0412761
(State or other jurisdiction of incorporation)		(I.R.S. Employer Identification No.)

607 Airpark Road, Napa, California 94558

(Address of principal executive offices (zip code)

Registrant’s telephone number, including area code: (707) 254-4900

(Registrant’s telephone number, including area code)

N/A

(Former Name or Former Address, if Changed Since Last Report)

Item 5. Other Events ~~and Required FD Disclosure~~.

~~Attached~~On April ~~hereto~~14, as2004, ~~Exhibit~~Golden State Vintners, Inc., a Delaware corporation (the 99“Company”), O’Neill Acquisition Co.1 ~~and~~LLC, ~~incorporated~~a byDelaware ~~reference~~limited ~~herein~~liability iscompany (“Parent”), O’Neill Acquisition Corp., a ~~press~~Delaware ~~release~~corporation and wholly owned subsidiary of ~~April~~Parent 9(“Purchaser”), ~~2004~~and Jeffrey B. O’Neill, an individual, ~~announcing~~entered into an Amended and Restated Agreement and Plan of Merger (the “Restated ~~receipt~~Agreement”), providing for transactions that will cause a change of control of the Company and ultimately lead to the Company becoming a ~~superior~~wholly owned ~~merger~~subsidiary ~~proposal~~of Parent. The Restated Agreement amends and restates in its entirety the Agreement and Plan of Merger, dated March 7, 2004, as amended, by and among Parent, Purchaser, Jeffrey B. O’Neill and the Company.

This description of the Restated Agreement and the transactions contemplated thereby are qualified in their entirety by reference to the full text of the Restated Agreement, which is attached hereto as Exhibit 2.1 and is incorporated herein by reference.

Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.

(c)		Exhibits
		99.1	Press release dated April 9, 2004 announcing the receipt of a superior merger proposal.

~~Signature~~SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	GOLDEN STATE VINTNERS, INC.
	(Registrant)
Dated: April 9, 2004	By: /s/ JOHN G. KELLEHER
	John G. Kelleher
	Duly Authorized Officer and
	Chief Financial Officer

GOLDEN STATE VINTNERS, INC.

By:	/s/ John G. Kelleher
Name:		John G. Kelleher
Title:		Duly Authorized Officer and Chief Financial Officer

Dated: April 15, 2004

~~Exhibit~~INDEX ~~Index~~TO EXHIBITS

Exhibit Number		Description
99.1		Press release dated April 9, 2004 announcing the receipt of a superior merger proposal.
2.1		Amended and Restated Agreement and Plan of Merger, dated as of April 14, 2004, by and among Parent, Purchaser, Jeffrey B. O’Neill and the Company.

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