SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                            SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[ ]  Preliminary Proxy Statement
[ ]  Confidential,  for Use of the  Commission  Only  (as  permitted  by Rule
     14a-6(e)(2))
[X]  Definitive Proxy Statement
[ ]  Definitive Additional Materials
[ ]  Soliciting Material Pursuant to Rule 14a-12


                           CONSTELLATION BRANDS, INC.
                ------------------------------------------------
                (Name of Registrant as Specified in its Charter)


     ----------------------------------------------------------------------
     (Name of Person(s) Filing Proxy Statement if other than the Registrant)


Payment of Filing Fee (Check the appropriate box):

[X]  No fee required.

[ ]  Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

     (1)  Title of each class of securities to which transaction applies:

          ---------------------------------------------------------------------
     (2)  Aggregate number of securities to which transaction applies:

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     (3)  Per unit price or other underlying value of transaction computed
          pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
          filing fee is calculated and state how it was determined):

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[ ]  Fee paid previously with preliminary materials.

[ ]  Check box  if any part of the fee is offset  as provided  by  Exchange  Act
     Rule  0-11(a)(2)  and identify the filing for which the  offsetting fee was
     paid  previously.  Identify the previous filing by  registration  statement
     number, or the Form or Schedule and the date of its filing.

     (1)  Amount Previously Paid:
                                  ---------------------------------------------
     (2)  Form, Schedule or Registration Statement No.:
                                                        -----------------------
     (3)  Filing Party:
                        -------------------------------------------------------
     (4)  Date Filed:
                      ---------------------------------------------------------




                                   [CBI LOGO]
                           CONSTELLATION BRANDS, INC.
                            Building stellar brands


                         ------------------------------
                         ANNUAL MEETING OF STOCKHOLDERS
                         ------------------------------

                                                                   June 15, 2001

TO OUR STOCKHOLDERS:

     You are cordially  invited to attend the Annual Meeting of  Stockholders of
Constellation Brands, Inc. at One Chase Square, Rochester, New York, on Tuesday,
July 17, 2001 at 11:00 a.m. (local time).

     The  accompanying  Notice  of  Annual  Meeting  of  Stockholders  and Proxy
Statement  describe  in detail  the  matters  expected  to be acted  upon at the
meeting.  Also  contained in this package is the Company's 2001 Annual Report to
Stockholders,  which  consists of the Company's  2001 glossy report and its Form
10-K for the  fiscal  year ended  February  28,  2001 that sets forth  important
business and financial information concerning the Company.

     We hope you are able to attend this year's Annual Meeting.

                                                Very truly yours,

                                                /s/ Richard Sands

                                                RICHARD SANDS
                                                Chairman of the Board, President
                                                and Chief Executive Officer























































                      [THIS PAGE INTENTIONALLY LEFT BLANK]





                           CONSTELLATION BRANDS, INC.
                           300 WillowBrook Office Park
                            Fairport, New York 14450

                    ----------------------------------------
                    NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
                            TO BE HELD JULY 17, 2001
                    ----------------------------------------




     NOTICE  IS  HEREBY  GIVEN  that  the  Annual  Meeting  of  Stockholders  of
CONSTELLATION  BRANDS,  INC. (the  "Company")  will be held at One Chase Square,
Rochester,  New York, on Tuesday,  July 17, 2001 at 11:00 a.m.  (local time) for
the following purposes more fully described in the accompanying Proxy Statement:

     1.   To elect directors of the Company (Proposal No. 1).

     2.   To consider and act upon a proposal to ratify the  selection of Arthur
          Andersen  LLP,   Certified  Public   Accountants,   as  the  Company's
          independent  auditors  for the fiscal  year ending  February  28, 2002
          (Proposal No. 2).

     3.   To  transact  such other  business  as may  properly  come  before the
          Meeting or any adjournment thereof.

     The Board of  Directors  has fixed the close of business on May 31, 2001 as
the record date for the determination of stockholders  entitled to notice of and
to vote at the Annual Meeting or any adjournment thereof.

     A Proxy Statement and proxy are enclosed.

     WE HOPE YOU WILL ATTEND THIS MEETING IN PERSON,  BUT IF YOU CANNOT,  PLEASE
SIGN AND DATE THE  ENCLOSED  PROXY.  RETURN THE PROXY IN THE  ENCLOSED  ENVELOPE
WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES.

                                            BY ORDER OF THE BOARD OF DIRECTORS

                                            /s/ David S. Sorce

                                            DAVID S. SORCE, Secretary

Fairport, New York
June 15, 2001























































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                           CONSTELLATION BRANDS, INC.
                           300 WillowBrook Office Park
                            Fairport, New York 14450


                                 ---------------
                                 PROXY STATEMENT
                                 ---------------

                       2001 ANNUAL MEETING OF STOCKHOLDERS


     This  Proxy   Statement  is  being   furnished  to  the   stockholders   of
CONSTELLATION  BRANDS,  INC. (the "Company") in connection with the solicitation
of proxies by the Board of Directors of the Company.  The proxies are for use at
the 2001 Annual Meeting of  Stockholders  of the Company and at any  adjournment
thereof (the "Meeting").  The Meeting will be held on Tuesday,  July 17, 2001 at
11:00 a.m. (local time) at One Chase Square, Rochester, New York.

     The shares represented by your proxy, if the proxy is properly executed and
returned,  and not revoked,  will be voted at the Meeting as therein  specified.
You may  revoke  your  proxy at any  time  before  the  proxy  is  exercised  by
delivering  to the  Secretary  of the  Company  a written  revocation  or a duly
executed proxy bearing a later date. You may also revoke your proxy by attending
the Meeting and voting in person.

     The shares  represented by your proxy will be voted FOR the election of the
director  nominees  named  herein  (Proposal  No. 1),  unless  you  specifically
withhold  authority to vote for one or more of the director  nominees.  Further,
unless you  indicate  otherwise,  the shares  represented  by your proxy will be
voted  FOR the  ratification  of the  selection  of Arthur  Andersen  LLP as the
Company's  independent  auditors  for the fiscal year ending  February  28, 2002
(Proposal No. 2).

     The enclosed proxy has been designed so that it can be used by stockholders
owning  any  combination  of  the  Company's   outstanding  capital  stock.  The
outstanding  capital stock of the Company  consists of Class A Common Stock, par
value $.01 per share (the "Class A Stock") and Class B Common  Stock,  par value
$.01 per share (the "Class B Stock").  All share, option and similar information
included  in  this  Proxy  Statement   reflects  the  effect  of  the  Company's
two-for-one  stock split that was distributed in the form of a stock dividend on
May 14, 2001 to stockholders of record on April 30, 2001.

     The cost of soliciting proxies will be borne by the Company. In addition to
the solicitation by use of the mails,  directors,  officers or regular employees
of the Company, without extra compensation,  may solicit proxies in person or by
telephone or  facsimile.  The Company has  requested  persons  holding stock for
others in their names or in the names of nominees to forward these  materials to
the beneficial owners of such shares.  If requested,  the Company will reimburse
such persons for their reasonable expenses in forwarding these materials.

     This Proxy Statement and the  accompanying  proxy are being first mailed to
stockholders on or about June 20, 2001.





                                    - 2 -


                                VOTING SECURITIES

     The total  outstanding  capital  stock of the Company,  as of May 31, 2001,
consisted of 35,881,710  shares of Class A Stock and 6,132,995 shares of Class B
Stock.  Each  share of Class B Stock is  convertible  into one  share of Class A
Stock at any time at the option of the holder.

     Only  holders  of record of Class A Stock and Class B Stock on the books of
the  Company at the close of  business  on May 31,  2001,  the  record  date for
eligibility to vote at the Meeting, are entitled to notice of and to vote at the
Meeting and at any adjournment thereof. Except as otherwise required by Delaware
law,  the holders of the Class A Stock and the holders of the Class B Stock vote
together as a single class on all matters  other than the election of directors.
Each holder of Class A Stock is entitled to one (1) vote for each share of Class
A Stock  registered  in his or her  name,  and each  holder  of Class B Stock is
entitled to ten (10) votes for each share of Class B Stock  registered in his or
her name.

     The holders of a majority of the outstanding  aggregate voting power of the
Class A Stock  and the Class B Stock  present  at the  Meeting,  in person or by
proxy,  will  constitute  a quorum.  Shares  represented  by  proxies  marked as
abstentions will be counted toward determining the presence of a quorum. Proxies
relating to shares held in "street name" by brokers or other  nominees which may
be voted with respect to some, but not all, matters without instruction from the
beneficial  owner  ("broker  non-votes")  are  counted  as  shares  present  for
determining a quorum.

     Under Delaware law and the Company's Restated  Certificate of Incorporation
and By-laws, directors are elected by a plurality of the votes cast (the highest
number of votes cast) by the holders of the shares entitled to vote and actually
voting, in person or by proxy. Pursuant to the Company's Restated Certificate of
Incorporation, the holders of the Class A Stock, voting as a separate class, are
entitled to elect  one-fourth  of the number of  directors  to be elected at the
Meeting  (rounded up to the next number if the total  number of  directors to be
elected  is not evenly  divisible  by four).  The  holders of the Class B Stock,
voting as a  separate  class,  are  entitled  to elect the  remaining  number of
directors to be elected at the Meeting.  Since the Board of Directors  nominated
seven  directors,  the  holders of Class A Stock will be  entitled  to elect two
directors  and the  holders  of Class B Stock  will be  entitled  to elect  five
directors. Because the directors are elected by a plurality of the votes cast in
each election,  votes that are withheld will not be counted and therefore,  will
not affect the outcome of the elections.

     The  ratification  of the selection of Arthur Andersen LLP as the Company's
independent  auditors  (Proposal  No.  2)  requires  the  affirmative  vote of a
majority of the votes entitled to be cast by  stockholders  present in person or
represented by proxy at the Meeting.  With respect to this proposal,  holders of
Class A Stock and Class B Stock are  entitled  to vote as a single  class at the
Meeting, with holders of Class A Stock having one (1) vote per share and holders
of Class B Stock having ten (10) votes per share.  Therefore,  abstentions  will
have the effect of negative  votes.  However,  because broker  non-votes are not
considered entitled to vote, they will not affect the outcome of the vote.




                                     - 3 -


                              BENEFICIAL OWNERSHIP

     As of May 31,  2001,  the  following  tables  and  notes  set forth (i) the
persons  known to the  Company to  beneficially  own more than 5% of the Class A
Stock or Class B Stock,  (ii) the number of shares  beneficially  owned by them,
and (iii) the percent of such class so owned,  rounded to the nearest  one-tenth
of one  percent.  This  information  is based on  information  furnished  to the
Company by or on behalf of each person  concerned.  Unless  otherwise noted, the
percentages  of ownership were  calculated on the basis of 35,881,710  shares of
Class A Stock and 6,132,995 shares of Class B Stock  outstanding as of the close
of business on May 31, 2001.



                                            CLASS A STOCK
-------------------------------------------------------------------------------------------------------

                                           AMOUNT AND NATURE OF BENEFICIAL OWNERSHIP (1)
                                          -----------------------------------------------
NAME AND ADDRESS OF                        SOLE POWER TO     SHARED POWER TO                 PERCENT OF
BENEFICIAL OWNER                          VOTE OR DISPOSE    VOTE OR DISPOSE       TOTAL      CLASS (1)
-------------------                       ---------------    ---------------     ---------   ----------
                                                                                     
Marilyn Sands
   300 WillowBrook Office Park
   Fairport, NY  14450                      1,578,106(2)        177,452 (3)      1,755,558       4.9%

Robert Sands
   300 WillowBrook Office Park
   Fairport, NY  14450                        890,200(4)        804,104 (4)      1,694,304       4.7%

Richard Sands
   300 WillowBrook Office Park
   Fairport, NY  14450                        859,503(5)        804,104 (5)      1,663,607       4.6%

CWC Partnership-I
   300 WillowBrook Office Park
   Fairport, NY  14450                           -              766,092 (6)        766,092       2.1%

Trust for the benefit of Andrew Stern,
M.D. under the will of Laurie Sands
   300 WillowBrook Office Park
   Fairport, NY  14450
                                                 -              766,092 (7)        766,092       2.1%

Stockholders Group Pursuant to Section
13(d)(3) of the Securities Exchange
Act of 1934, as amended (8)
                                                 -            2,553,807 (8)      2,553,807       7.0%



                                     - 4 -



                                            CLASS B STOCK
-------------------------------------------------------------------------------------------------------

                                           AMOUNT AND NATURE OF BENEFICIAL OWNERSHIP (1)
                                          ------------------------------------------------

NAME AND ADDRESS OF                        SOLE POWER TO     SHARED POWER TO                 PERCENT OF
BENEFICIAL OWNER                          VOTE OR DISPOSE    VOTE OR DISPOSE       TOTAL      CLASS (1)
-------------------                       ---------------    ---------------     ---------   ----------
                                                                                    
Richard Sands
   300 WillowBrook Office Park
   Fairport, NY  14450                      1,477,058         2,715,036 (5)      4,192,094      68.4%

Robert Sands
   300 WillowBrook Office Park
   Fairport, NY  14450                      1,475,648         2,715,036 (4)      4,190,684      68.3%

Trust for the benefit of Andrew
Stern, M.D. under the will of
Laurie Sands
   300 WillowBrook Office Park
   Fairport, NY  14450                           -            1,665,678 (7)      1,665,678      27.2%

CWC Partnership-I
   300 WillowBrook Office Park
   Fairport, NY  14450                           -            1,524,770 (6)      1,524,770      24.9%

Trust for the benefit of the
Grandchildren of Marvin and
Marilyn Sands
   300 WillowBrook Office Park
   Fairport, NY  14450                           -            1,012,500 (10)     1,012,500      16.5%

Marilyn Sands
   300 WillowBrook Office Park
   Fairport, NY  14450                          9,000           203,700 (3)        212,700       3.5%

Stockholders Group Pursuant to
Section 13(d)(3) of the Securities
Exchange Act of 1934, as amended (8)             -            5,667,742 (8)      5,667,742      92.4%

------------------------------------

(1)  The number of shares and the percentage of ownership set forth in the Class
     A Stock  table  includes  the number of shares of Class A Stock that can be
     purchased by exercising  stock options that are exercisable on May 31, 2001
     or become exercisable within 60 days thereafter ("presently  exercisable").
     Such number  does not  include the number of option  shares that may become
     exercisable  within  sixty  (60)  days  of May  31,  2001  due  to  certain
     acceleration  provisions in certain awards,  which accelerations  cannot be
     foreseen  on the date of this Proxy  Statement.  Such  number also does not
     include the shares of Class A Stock  issuable  pursuant  to the  conversion
     feature of the Class B Stock  beneficially owned by each person. The number
     of shares and percentage of ownership assuming  conversion of Class B Stock
     into  Class A  Stock  are  contained  in the  footnotes.  For  purposes  of
     calculating  the  percentage of ownership of Class A Stock in the table and
     in the footnotes, additional shares of Class A Stock equal to the number of
     presently exercisable options and, as appropriate,  the number of shares of
     Class B Stock owned by each person are assumed to be  outstanding  pursuant
     to Rule 13d-3(d)(1) under the Securities  Exchange Act. Where the footnotes
     reflect shares of Class A Stock as being included, such shares are included
     only in the Class A Stock table and where the footnotes  reflect  shares of
     Class B Stock as being included, such shares are included only in the Class
     B Stock table.

(2)  With respect to 1,575,002  shares of the 1,578,106 shares of Class A Stock,
     Marilyn Sands is the  beneficial  owner of a life estate which includes the
     right to receive income from and the power to vote


                                     - 5 -


     and dispose of such shares.  The remainder  interest in such shares is held
     by Richard Sands, Robert Sands and CWC  Partnership-II,  a New York general
     partnership ("CWCP-II").

(3)  The amounts  reflected  include,  as  applicable,  29,262 shares of Class A
     Stock owned by the Mac and Sally Sands Foundation, Incorporated, a Virginia
     corporation (the "Sands Foundation"), of which Marilyn Sands is a director,
     36,858  shares of Class B Stock owned by the Marvin Sands Master Trust (the
     "Master  Trust"),  of which Ms. Sands is a trustee,  and 148,190  shares of
     Class A Stock and 166,842  shares of Class B Stock owned by M,L,R&R,  a New
     York general partnership ("MLR&R"),  of which the Master Trust is a general
     partner.  Ms.  Sands  disclaims  beneficial  ownership  with respect to all
     shares owned by the Sands  Foundation  and with respect to all of the other
     foregoing  shares  except to the extent of her  beneficial  interest in the
     Master Trust.  Assuming the conversion of Class B Stock  beneficially owned
     by Ms. Sands into Class A Stock, Ms. Sands would beneficially own 1,968,258
     shares of Class A Stock, representing 5.5% of the outstanding Class A Stock
     after such conversion.

(4)  The amount reflected as shares of Class A Stock over which Robert Sands has
     the sole power to vote or dispose  includes 254,246 shares of Class A Stock
     issuable upon the exercise of options which are  presently  exercisable  by
     Mr.  Sands.  The amounts  reflected  as shares over which Mr.  Sands shares
     power to vote or dispose include, as applicable,  617,902 shares of Class A
     Stock and 1,357,928 shares of Class B Stock owned by CWC  Partnership-I,  a
     New  York  general  partnership  ("CWCP-I"),  of  which  Robert  Sands is a
     managing partner,  36,858 shares of Class B Stock owned by the Master Trust
     of which Robert Sands is a trustee and beneficiary, 148,190 shares of Class
     A Stock and 166,842  shares of Class B Stock  owned by MLR&R,  of which Mr.
     Sands and the Master Trust are general partners,  140,908 shares of Class B
     Stock owned by  CWCP-II,  of which Mr.  Sands is a trustee of the  managing
     partner,  1,012,500 shares of Class B Stock owned by the trust described in
     footnote  (9)  below,  29,262  shares  of Class A Stock  owned by the Sands
     Foundation,  of which Mr. Sands is a director and officer, and 8,750 shares
     of  Class A Stock  issuable  upon the  exercise  of  presently  exercisable
     options held by the Estate of Marvin Sands  ("Marvin  Sands'  Estate"),  of
     which Robert Sands is an executor. Mr. Sands disclaims beneficial ownership
     of all of the  foregoing  shares  except  to the  extent  of his  ownership
     interest  in CWCP-I  and MLR&R and his  beneficial  interest  in the Master
     Trust and Marvin Sands' Estate. The amounts reflected do not include 45,880
     shares  of Class A Stock  owned by Mr.  Sands'  wife,  individually  and as
     custodian for their minor children, the remainder interest Mr. Sands has in
     519,698 of the 1,575,002 shares of Class A Stock subject to the life estate
     held by Marilyn  Sands  described  in footnote  (2) above or the  remainder
     interest  of  CWCP-II  in  530,302  of such  shares.  Mr.  Sands  disclaims
     beneficial  ownership  with  respect  to  all  such  shares.  Assuming  the
     conversion  of Class B Stock  beneficially  owned by Mr. Sands into Class A
     Stock, Mr. Sands would  beneficially own 5,884,988 shares of Class A Stock,
     representing 14.6% of the outstanding Class A Stock after such conversion.

(5)  The amount  reflected as shares of Class A Stock over which  Richard  Sands
     has the sole power to vote or dispose  includes  257,813  shares of Class A
     Stock issuable upon the exercise of options which are presently exercisable
     by Mr. Sands.  The amounts  reflected as shares over which Mr. Sands shares
     power to vote or dispose include, as applicable,  617,902 shares of Class A
     Stock and  1,357,928  shares  of Class B Stock  owned by  CWCP-I,  of which
     Richard Sands is a managing  partner,  36,858 shares of Class B Stock owned
     by the  Master  Trust,  of which Mr.  Sands is a trustee  and  beneficiary,
     148,190  shares of Class A Stock and 166,842  shares of Class B Stock owned
     by MLR&R,  of which Mr.  Sands and the Master  Trust are general  partners,
     140,908  shares of Class B Stock owned by CWCP-II,  of which Mr. Sands is a
     trustee of the managing partner, 1,012,500 shares of Class B Stock owned by
     the trust  described in footnote (9) below,  29,262 shares of Class A Stock
     owned by the  Sands  Foundation,  of which  Mr.  Sands  is a  director  and
     officer,  and 8,750 shares of Class A Stock  issuable  upon the exercise of
     presently  exercisable  options  held by  Marvin  Sands'  Estate,  of which
     Richard Sands is an executor.  Mr. Sands disclaims  beneficial ownership of
     all of the foregoing shares except to the extent of his ownership  interest
     in CWCP-I and MLR&R and his  beneficial  interest  in the Master  Trust and
     Marvin Sands' Estate.  The amounts reflected do not include 3,930 shares of
     Class A Stock owned by Mr. Sands' wife,  the  remainder  interest Mr. Sands
     has in 525,002 of the 1,575,002 shares of Class A Stock subject to the life
     estate  held by  Marilyn  Sands  described  in  footnote  (2)  above or the
     remainder


                                     - 6 -


     interest  of  CWCP-II  in  530,302  of such  shares.  Mr.  Sands  disclaims
     beneficial  ownership  with  respect  to  all  such  shares.  Assuming  the
     conversion  of Class B Stock  beneficially  owned by Mr. Sands into Class A
     Stock, Mr. Sands would  beneficially own 5,855,701 shares of Class A Stock,
     representing 14.5% of the outstanding Class A Stock after such conversion.

(6)  The amounts  reflected  include,  as applicable,  148,190 shares of Class A
     Stock and 166,842  shares of Class B Stock owned by MLR&R,  of which CWCP-I
     is a general partner. The shares owned by CWCP-I are included in the number
     of shares  beneficially  owned by  Richard  Sands  and  Robert  Sands,  the
     managing  partners of CWCP-I,  the Marital  Trust  (defined in footnote (7)
     below), a partner of CWCP-I which owns a majority in interest of the CWCP-I
     partnership  interests,  and the group described in footnote (8) below. The
     other  partners  of CWCP-I  are trusts  for the  benefit  of Laurie  Sands'
     children.  Assuming the conversion of Class B Stock  beneficially  owned by
     CWCP-I into Class A Stock,  CWCP-I would  beneficially own 2,290,862 shares
     of Class A Stock,  representing 6.1% of the outstanding Class A Stock after
     such conversion.

(7)  The amounts  reflected  include,  as applicable,  617,902 shares of Class A
     Stock and 1,357,928  shares of Class B Stock owned by CWCP-I,  in which the
     Trust for the benefit of Andrew Stern,  M.D. under the will of Laurie Sands
     (the  "Marital  Trust") is a partner and owns a majority in interest of the
     CWCP-I  partnership  interests,  140,908  shares of Class B Stock  owned by
     CWCP-II,  in which the  Marital  Trust is a partner  and owns a majority in
     interest of the CWCP-II partnership interests,  and 148,190 shares of Class
     A Stock and 166,842 shares of Class B Stock owned by MLR&R, of which CWCP-I
     is a general partner. The Marital Trust disclaims beneficial ownership with
     respect  to  all of the  foregoing  shares  except  to  the  extent  of its
     ownership  interest in CWCP-I and  CWCP-II.  The amounts  reflected  do not
     include the  remainder  interest  CWCP-II  has in 530,302 of the  1,575,002
     shares of Class A Stock  subject to the life estate  held by Marilyn  Sands
     described in footnote (2) above.  The Marital  Trust  disclaims  beneficial
     ownership  with  respect  to all such  shares  except to the  extent of its
     ownership  interest in CWCP-II.  Assuming the  conversion  of Class B Stock
     beneficially  owned by the  Marital  Trust into Class A Stock,  the Marital
     Trust  would   beneficially   own  2,431,770   shares  of  Class  A  Stock,
     representing 6.5% of the outstanding Class A Stock after such conversion.

(8)  The group as reported  consists of Richard  Sands,  Robert  Sands,  CWCP-I,
     CWCP-II,  and the  trust  described  in  footnote  (9)  (collectively,  the
     "Group"). The basis for the Group consists of: (i) a Stockholders Agreement
     among  Richard  Sands,  Robert  Sands and CWCP-I and (ii) the fact that the
     familial relationship between Richard Sands and Robert Sands, their actions
     in working together in the conduct of the business of the Company and their
     capacity as partners and trustees of the other  members of the Group may be
     deemed to  constitute  an agreement to "act in concert" with respect to the
     Company's  shares.  The members of the Group  disclaim that an agreement to
     act in concert  exists.  Except with  respect to the shares  subject to the
     Stockholders  Agreement,  the shares  owned by CWCP-I and  CWCP-II  and the
     shares held by the trust  described in footnote (9) below, no member of the
     Group is  required  to  consult  with any other  member  of the Group  with
     respect to the voting or disposition of any shares of the Company. Assuming
     the conversion of Class B Stock  beneficially owned by the Group into Class
     A Stock,  the Group  would  beneficially  own  8,221,549  shares of Class A
     Stock,  representing  19.5% of the  outstanding  Class A Stock  after  such
     conversion.

(9)  The trust was  created by Marvin  Sands  under the terms of an  Irrevocable
     Trust Agreement dated November 18, 1987 (the "Trust"). The Trust is for the
     benefit of the  present  and  future  grandchildren  of Marvin and  Marilyn
     Sands.  The  Co-Trustees  of the Trust are Richard  Sands and Robert Sands.
     Unanimity  of the  Co-Trustees  is  required  with  respect  to voting  and
     disposing of the Class B Stock owned by the Trust.  The shares owned by the
     Trust are  included in the number of shares  beneficially  owned by Richard
     Sands, Robert Sands and the Group. Assuming the conversion of Class B Stock
     beneficially  owned by the  Trust  into  Class A  Stock,  the  Trust  would
     beneficially  own 1,012,500 shares of Class A Stock,  representing  2.7% of
     the outstanding Class A Stock after such conversion.




                                     - 7 -


                             EXECUTIVE COMPENSATION

SUMMARY COMPENSATION

     The following table summarizes the annual and long-term  compensation  paid
to the  Company's  Chief  Executive  Officer  and the  other  four  most  highly
compensated  executive officers at the end of the fiscal year ended February 28,
2001 (collectively,  the "Named  Executives").  The table is designed to provide
stockholders  with a  concise,  comprehensive  view of the  Company's  executive
compensation  during the fiscal years ended February 28, 2001, February 29, 2000
and February 28, 1999.  It therefore  includes all aspects of  compensation  for
services rendered to the Company for such periods.



                                          Summary Compensation Table
-----------------------------------------------------------------------------------------------------------------
                                                                                          LONG-TERM
                                                                                         COMPENSATION
                                                           ANNUAL COMPENSATION            AWARDS (2)
                                                   ------------------------------------  ------------
                                                                              OTHER       SECURITIES
                                                                              ANNUAL      UNDERLYING    ALL OTHER
                                                                           COMPENSATION    OPTIONS      COMPENSA-
NAME AND PRINCIPAL POSITION               YEAR       SALARY      BONUS         (1)          (#)(3)       TION(4)
-------------------------------           ----     ----------  ----------  ------------  ------------   ---------
                                                                                      
Richard Sands,                            2001     $  606,050  $  425,447  $  74,359(5)     62,600      $  49,039
   Chairman of the Board, President and   2000        545,782     491,204       -           32,800         51,191
   Chief Executive Officer                1999        487,537     438,601       -           33,200         42,592

Robert Sands,                             2001     $  537,601  $  377,396  $  84,607(6)     57,600      $  44,076
   Group President                        2000        530,241     477,217     87,806(6)     32,000         49,870
                                          1999        473,564     426,031       -           32,200         40,060

Alexander L. Berk,                        2001     $  475,000  $  328,150       -           50,000      $  41,196
   President and Chief Executive          2000        440,000     374,000       -           50,000         48,800
   Officer of Barton Incorporated (7)     1999        399,600     311,688       -           41,800         52,752

Jon Moramarco,                            2001     $  345,000  $  194,213       -           53,000      $  11,011
   President and Chief Executive          2000        110,000      69,825       -          100,000           -
   Officer of Canandaigua Wine Company,   1999           -           -          -             -              -
   Inc. (8)

Thomas S. Summer,                         2001     $  330,000  $  178,200       -           38,200      $  29,025
   Executive Vice President and           2000        261,800     176,715       -           11,000         27,053
   Chief Financial Officer                1999        233,658     172,125       -           11,400         22,935

-------------------------

(1)  None of the  Named  Executives,  other  than  as  indicated,  received  any
     individual  perquisites or other personal benefits  exceeding the lesser of
     $50,000 or 10% of the total salary and bonus  reported  for such  executive
     officer during the periods covered by the Summary Compensation Table.

(2)  None of the Named  Executives  received any restricted  stock awards or any
     pay-outs under long-term  incentive plans during the periods covered by the
     Summary Compensation Table.

(3)  The securities consist of shares of Class A Stock underlying stock options.
     See the table below  entitled  "Option  Grants in Last Fiscal Year" and the
     footnotes to that table for additional information.

(4)  Amounts reported for 2001 consist of:

     o    Company  401(k)  contributions  under the Company's  401(k) and Profit
          Sharing Plan:  Richard Sands  $5,100;  Robert Sands $5,100;  Alexander
          Berk $5,214; Jon Moramarco $4,379; and Thomas Summer $5,100.


                                     - 8 -


     o    Company profit sharing  contributions  under the Company's  401(k) and
          Profit  Sharing Plan:  Richard Sands  $12,325;  Robert Sands  $12,325;
          Alexander  Berk  $12,878;  Jon  Moramarco  $6,632;  and Thomas  Summer
          $12,325.

     o    Company  contributions  under  the  Company's  Supplemental  Executive
          Retirement  Plan:   Richard  Sands  $31,614;   Robert  Sands  $26,651;
          Alexander Berk $23,104; and Thomas Summer $11,600.

(5)  The amount shown includes $73,463 for use of the corporate aircraft.

(6)  The amounts  shown  include  $84,057 in 2001 and $87,176 in 2000 for use of
     the corporate aircraft.

(7)  Barton Incorporated is a wholly-owned subsidiary of the Company.

(8)  Canandaigua Wine Company, Inc. is a wholly-owned subsidiary of the Company.
     Jon  Moramarco has been  responsible  for the  Company's  Canandaigua  Wine
     segment since October 1999.




STOCK OPTIONS

     The following table contains information  concerning stock option grants to
the Named  Executives  during the fiscal year ended  February 28, 2001. No stock
appreciation rights ("SARs") were granted to any of the Named Executives in that
year. The columns labeled "Potential Realizable Value" are based on hypothetical
5% and 10% growth  assumptions,  as  required  by the  Securities  and  Exchange
Commission.  The Company  cannot  predict  the actual  growth rate of its Common
Stock.



                                      OPTION GRANTS IN LAST FISCAL YEAR
--------------------------------------------------------------------------------------------------------------

                                INDIVIDUAL GRANTS                                      POTENTIAL REALIZABLE
--------------------------------------------------------------------------------         VALUE AT ASSUMED
                                                                                          ANNUAL RATES OF
                         NUMBER OF       % OF TOTAL                                         STOCK PRICE
                        SECURITIES        OPTIONS                                        APPRECIATION FOR
                        UNDERLYING       GRANTED TO     EXERCISE OR                         OPTION TERM
                         OPTIONS        EMPLOYEES IN     BASE PRICE   EXPIRATION     -------------------------
NAME                    GRANTED (1)     FISCAL YEAR      ($/SH) (2)      DATE            5%            10%
----                    -----------     ------------    -----------   ----------     ----------    -----------

                                                                                 
Richard Sands            44,200 (3)         2.3%          $  25.75     04/05/10      $  715,529    $ 1,813,147
                         18,400 (4)         1.0%          $  29.70     06/20/05      $   87,492    $   253,412
Robert Sands             39,200 (3)         2.0%          $  25.75     04/05/10      $  634,586    $ 1,608,040
                         18,400 (4)         1.0%          $  29.70     06/20/05      $   87,492    $   253,412
Alexander L. Berk        32,400 (3)         1.7%          $  25.75     04/05/10      $  524,505    $ 1,329,094
                         17,600 (4)         0.9%          $  27.00     06/20/10      $  298,747    $   757,025
Jon Moramarco            40,200 (3)         2.1%          $  25.75     04/05/10      $  650,775    $ 1,649,062
                         12,800 (4)         0.7%          $  27.00     06/20/10      $  217,271    $   550,563
Thomas S. Summer         25,800 (3)         1.3%          $  25.75     04/05/10      $  417,662    $ 1,058,353
                         12,400 (4)         0.6%          $  27.00     06/20/10      $  210,481    $   533,358

-------------------

(1)  The securities  consist of shares of Class A Stock underlying stock options
     that were  granted  pursuant  to Company  plans that were  approved  by its
     stockholders.  The stock  options were granted for terms of no greater than
     10 years,  subject to earlier  termination  upon the  occurrence of certain
     events related to termination of employment.  Under the plans,  the vesting
     of stock  options  accelerates  in the  event of a change  of  control,  as
     defined in the plans.


                                     - 9 -


(2)  The exercise price per share of each option is equal to, or where required,
     greater than,  the closing  market price of a share of Class A Stock on the
     date of grant.

(3)  The options vest and become  exercisable  as follows:  (i) 33 1/3% (rounded
     down to a whole  share)  became  exercisable  on  April  6,  2001;  (ii) an
     additional 33 1/3% (rounded down to a whole share) will become  exercisable
     on April 6, 2002; and (iii) the remaining  balance will become  exercisable
     on April 6, 2003.

(4)  The  options  vest  and  become  exercisable  as  follows:  (i) 20%  became
     exercisable  on April 1,  2001;  and (ii)  the  remaining  80% will  become
     exercisable in four annual installments beginning on April 1, 2002.



     The following table sets forth  information  regarding the number and value
of exercisable and  unexercisable  stock options held by the Named Executives as
of February 28, 2001. None of the Named  Executives  exercised any stock options
during the fiscal  year ended  February  28,  2001 and there are no  outstanding
SARs.

                 AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
                       AND FISCAL YEAR-END OPTION VALUES
--------------------------------------------------------------------------------

                        NUMBER OF SECURITIES            VALUE OF UNEXERCISED
                             UNDERLYING                     IN-THE-MONEY
                         UNEXERCISED OPTIONS                  OPTIONS
                            AT FY-END (1)                    AT FY-END
                     ---------------------------    ----------------------------
NAME                 EXERCISABLE   UNEXERCISABLE    EXERCISABLE    UNEXERCISABLE
----                 -----------   -------------    ------------   -------------
Richard Sands          222,350        120,650       $  3,452,180   $     757,646
Robert Sands           221,450        113,750       $  3,533,801   $     721,217
Alexander L. Berk      133,900        122,100       $  2,269,504   $     909,408
Jon Moramarco             -           153,000       $       -      $     525,645
Thomas S. Summer        96,600         55,000       $  1,613,389   $     321,528

--------------------
(1)  The securities  consist of shares of Class A Stock underlying stock options
     that were  granted  pursuant  to Company  plans that were  approved  by its
     stockholders.


REPORT WITH RESPECT TO EXECUTIVE COMPENSATION

     The  following   report  is  required  by  the   Securities   and  Exchange
Commission's  executive compensation rules in order to standardize the reporting
of executive  compensation by public  companies.  This information  shall not be
deemed incorporated by reference in any filing under the federal securities laws
by virtue of any general  incorporation of this Proxy Statement by reference and
shall not otherwise be treated as filed under the securities laws.

     GENERAL

     The Human  Resources  Committee of the Board of Directors  administers  the
Company's  executive  compensation  program.  During  the  period  March 1, 2000
through  July 18, 2000,  the Human  Resources  Committee  was composed of Thomas
McDermott and Paul Smith, each of whom is a non-employee  director.  On July 18,
2000,  the Board of Directors  elected  Jeananne  Hauswald,  also a non-employee
director, as a member of the Committee.


                                     - 10 -


     The objectives of the Company's executive  compensation  program are to (i)
be competitive  with the pay practices of other companies of comparable size and
status,  including  those in the beverage  alcohol  industry,  and (ii) attract,
motivate and retain key executives who are vital to the long-term success of the
Company.  As discussed in detail  below,  the Company's  executive  compensation
program  consists of both fixed  (base  salary)  and  variable,  incentive-based
compensation  elements.  These  elements  are  designed  to operate  together to
comprise performance-based annual cash compensation and stock-based compensation
which align the interests of the Company's  executives with the interests of its
stockholders.

     Executive  compensation is determined in light of the Company's performance
during the fiscal year and taking into account  compensation  data of comparable
companies.  Specifically  considered in fiscal year 2001 was adjusted  operating
income as compared  to that set forth in the  Company's  fiscal  2001  operating
plan.

     BASE SALARY

     With respect to annual compensation,  the fundamental  objective in setting
base salary levels for the  Company's  senior  management is to pay  competitive
rates to attract and retain high quality, competent executives.  Competitive pay
levels are determined based upon input of compensation consultants,  independent
industry surveys,  proxy disclosures,  salaries paid to attract new managers and
past experience. The Human Resources Committee reviews data generated by William
M. Mercer,  Incorporated, a consultant to the Company, for competitive analyses.
Base  salary  levels  are  determined  based  upon  factors  such as  individual
performance (e.g.,  leadership,  level of responsibility,  management skills and
industry activities), Company performance and competitive pay packages.

     ANNUAL MANAGEMENT INCENTIVES

     In  addition  to their  base  salary,  the  Company's  executives  have the
opportunity  to earn an annual  cash  bonus.  The  annual  bonus  for  executive
officers for fiscal 2001 was based on  attainment  of certain  target  financial
performance  goals for the Company.  Awards were based on a  percentage  of base
salary with target awards ranging from 50% to 65% of base salaries for executive
officers.  The  purpose  of the  annual  bonus is to  motivate  and  provide  an
incentive to management to achieve specific business  objectives and initiatives
as set forth in the Company's annual operating plan and budget. For fiscal 2001,
annual cash bonuses were awarded to each of the Named  Executives in the amounts
indicated in the Summary Compensation Table.

     Future cash bonuses for the participating  executives will be determined by
the Human  Resources  Committee  pursuant  to, or in a manner  similar  to,  the
Company's Annual Management Incentive Plan. Pursuant to that plan, the Committee
would award cash bonuses to the  participating  executives in the event that the
Company attains one or more pre-set performance targets.

     STOCK OPTIONS, SARS AND RESTRICTED STOCK

     In connection with the executive compensation program,  long-term incentive
awards in the form of stock options,  stock  appreciation  rights and restricted
stock have been granted under the Company's  Long-Term  Stock Incentive Plan and
Incentive  Stock Option Plan.  This  arrangement  balances the annual  operating
objectives  of the annual cash  incentive  plan with the  Company's  longer-term
stockholder  value building  strategies.  The Human Resources  Committee and the
Board of Directors grant these  stock-based  incentive  awards from time to time
for the purpose of attracting and retaining


                                     - 11 -


key  executives,  motivating them to attain the Company's  long-range  financial
objectives,  and closely  aligning  their  financial  interests  with  long-term
stockholder interests and share value.

     The Company  believes  that through the use of stock  options,  executives'
interests are directly tied to enhanced  stockholder  value. The Human Resources
Committee  of the  Board  (as well as the full  Board)  has the  flexibility  of
awarding nonqualified stock options, restricted stock, stock appreciation rights
and other stock-based awards under the Company's  Long-Term Stock Incentive Plan
and incentive  stock options  under the Company's  Incentive  Stock Option Plan.
This  flexibility  enables  the  Company  to  fine-tune  its  grants in order to
maximize the alignment of the interests of the stockholders and management.

     During fiscal 2001,  the Human  Resources  Committee  awarded  nonqualified
options to all  executive  officers,  including the  Company's  Chief  Executive
Officer,  taking into account  relevant market survey data,  their position with
the Company and the financial  performance  of the Company.  The Committee  also
awarded  incentive  stock  options to all  executive  officers  to  support  the
attainment of certain stock ownership amounts pursuant to guidelines established
by the Company.  The exercise prices of all the stock options awarded were equal
to, or where required,  greater than, the market value of the underlying  shares
on the date of grant.  Accordingly,  the value of the awards depends solely upon
future growth in the share value of the Company's Class A Stock.

     COMPENSATION OF CHIEF EXECUTIVE OFFICER

     For fiscal year 2001,  the  compensation  of Richard  Sands,  the Company's
Chief Executive  Officer,  was based on the Company's  performance and growth as
described  under the caption  "General"  above.  In addition,  the  compensation
packages of chief executive officers of certain comparable companies selected by
William M. Mercer, Incorporated were considered. Also taken into account was the
Company's current executive salary and compensation structure.

     Richard  Sands'  base  salary is  believed  to be in line with  salaries of
executives  of similar  companies  and chief  executive  officers  with  similar
responsibilities.  Mr.  Sands'  annual  cash  incentive  for  fiscal  2001 was a
percentage  of his base salary  based upon the  Company's  fiscal 2001  adjusted
operating  income as  compared  to that set forth in the  Company's  fiscal 2001
operating plan. The range for Mr. Sands' cash incentive  award,  from threshold,
target and maximum (16%, 65% and 130%, respectively), was comparable to industry
compensation  survey data for  executives in Richard  Sands'  position.  For the
fiscal year ended February 28, 2001, Richard Sands received a bonus of $425,447.
As noted elsewhere in this Proxy  Statement,  during fiscal 2001, Mr. Sands also
received  stock  options to purchase up to 62,600 shares of Class A Stock of the
Company.

     DEDUCTIBILITY OF EXECUTIVE COMPENSATION

     Section  162(m)  of  the  Internal   Revenue  Code  provides  that  certain
compensation  in  excess  of $1  million  per  year  paid to a  company's  chief
executive officer and four other most highly paid executive  officers may not be
deductible by the company unless it qualifies as performance-based compensation.
The Human Resources Committee  recognizes the benefits of structuring  executive
compensation  so that Section 162(m) does not limit the Company's tax deductions
for  such  compensation,  and the  Company's  Long-Term  Stock  Incentive  Plan,
Incentive  Stock  Option  Plan and Annual  Management  Incentive  Plan have been
designed  so that the Human  Resources  Committee  may  award  performance-based
compensation that is not subject to the limits imposed by Section 162(m).  Under
certain  circumstances,  the  Human  Resources  Committee  may  decide  to award
executive  compensation  in an  amount  and form  that is not  deductible  under
Section 162(m).


                                     - 12 -


     The  foregoing  report  is  given by the  members  of the  Human  Resources
Committee.

                                                HUMAN RESOURCES COMMITTEE

                                                Thomas C. McDermott (Chair)
                                                Jeananne K. Hauswald
                                                Paul L. Smith

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

     As described above, during fiscal 2001, Jeananne Hauswald, Thomas McDermott
and Paul  Smith  served as  members  of the  Human  Resources  Committee  of the
Company's  Board of Directors.  None of these  individuals are or have ever been
officers or employees of the Company.

STOCK PRICE PERFORMANCE GRAPH

     Set forth below is a line graph  comparing,  for the fiscal years ended the
last day of February 1997,  1998,  1999,  2000 and 2001,  the  cumulative  total
stockholder  return of the Company's  Class A Stock and Class B Stock,  with the
cumulative  total  return  of the  Russell  2000  Index and a peer  group  index
comprised  of  companies  in the beverage  industry  (the  "Selected  Peer Group
Index") (see  footnote (1) to the graph).  The graph  assumes the  investment of
$100.00 on February 29, 1996 in the Company's Class A Stock,  Class B Stock, the
Russell  2000 Index and the  Selected  Peer Group  Index,  and also  assumes the
reinvestment of all dividends.


                 COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN
                 -----------------------------------------------


                              [PERFORMANCE GRAPH]




                                     - 13 -



                        1996      1997      1998      1999      2000      2001
                      --------  --------  --------  --------  --------  --------
STZ                   $ 100.00  $  80.92  $ 146.71  $ 140.46  $ 128.95  $ 168.03
STZ.B                   100.00     87.50    151.97    146.71    128.95    168.42
Peer Group Index        100.00    133.29    151.56    160.11    134.00    161.11
Russell 2000 Index      100.00    112.56    146.25    125.00    184.08    150.96

----------------------
(1)  The  Selected  Peer Group Index is  weighted  according  to the  respective
     issuer's  stock market  capitalization  and is  comprised of the  following
     companies: Adolph Coors Company (Class B Shares); Anheuser-Busch Companies,
     Inc; The Boston Beer Company,  Inc;  Brown-Forman  Corporation (Class A and
     Class B Shares);  Cadbury  Schweppes  plc;  The Chalone  Wine Group,  Ltd.;
     Coca-Cola  Bottling  Co.   Consolidated;   Coca-Cola   Company;   Coca-Cola
     Enterprises  Inc.;  Diageo plc-ADR  (included in 1998,  1999, 2000 and 2001
     only);  LVMH Moet Hennessy  Louis Vuitton;  The Robert Mondavi  Corporation
     (Class A Shares);  PepsiCo,  Inc.; and  PepsiAmericas,  Inc.  Note:  Diageo
     plc-ADR  is  included  only in the  years  for  which  trading  and  public
     information were available.

     There  can be no  assurance  that  the  Company's  stock  performance  will
continue into the future with the same or similar  trends  depicted by the graph
above. The Company neither makes nor endorses any predictions as to future stock
performance.

     The Stock  Price  Performance  Graph set  forth  above  shall not be deemed
incorporated  by reference in any filing  under the federal  securities  laws by
virtue of any general  incorporation  of this Proxy  Statement by reference  and
shall not otherwise be treated as filed under the securities laws.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     Alexander Berk and Barton  Incorporated,  a wholly-owned  subsidiary of the
Company,  are parties to an employment  agreement dated as of September 1, 1990,
as amended on November  11, 1996 and October 20,  1998,  that  provides  for Mr.
Berk's  compensation  and sets  forth  the terms and  conditions  of Mr.  Berk's
employment with Barton. Under his employment  agreement,  Mr. Berk serves as the
President  and Chief  Executive  Officer of Barton and, by virtue of his current
responsibilities  with Barton, he is deemed an executive officer of the Company.
While the initial term of the employment agreement expired on February 28, 2001,
in  accordance  with the  agreement,  the  term is  automatically  extended  for
one-year  periods unless either Mr. Berk or Barton  notifies the other that such
party does not wish to extend  it. The  agreement  will  terminate  prior to the
expiration of the current term (i) upon Mr. Berk's death or Retirement,  (ii) at
Barton's election,  for Cause or upon Mr. Berk's Complete Disability,  and (iii)
at Mr. Berk's election, for Good Reason (all as set forth in the agreement).  If
Barton  decides  not to extend the term of the  agreement,  or if the  agreement
terminates by reason of Mr. Berk's death, Complete Disability, or Retirement, or
for Good  Reason,  Barton is  obligated  to pay to Mr.  Berk a  post-termination
benefit equal to 100% of his then current base salary plus the bonus amount paid
to him for the immediately  prior fiscal year. If Mr. Berk decides not to extend
the  term of the  agreement,  then  Barton  is  obligated  to pay to Mr.  Berk a
post-termination benefit equal to one half of the foregoing amount. In the event
that Mr. Berk's  employment is terminated  for Good Reason,  or is terminated by
Barton for reasons other than death,  Complete  Disability,  Cause,  or Barton's
decision not to extend the term of the  agreement,  then Mr. Berk is entitled to
be  paid  (i)  if the  applicable  conditions  are  satisfied,  a  supplementary
post-termination  benefit equal to what he otherwise would have been entitled to
receive  as  his  share  of  Barton's  contribution  to its  profit-sharing  and
retirement plan for the fiscal year in which such termination occurs and (ii) an
amount equal to the product of his then current  base salary  multiplied  by the
number of years  remaining in the then term of the  agreement.  Post-termination
benefits  are  payable to Mr.  Berk in a lump sum as soon as  practicable  after
employment terminates, except that any


                                     - 14 -


supplementary  post-termination  benefit  is  payable  promptly  after  Barton's
contribution  to the retirement  plan.  The agreement  requires Mr. Berk to keep
certain  information with respect to the Company  confidential  during and after
his employment with the Company.

     Under the terms of a letter  agreement  between  Canandaigua  Wine Company,
Inc., a wholly-owned subsidiary of the Company, and Jon Moramarco, President and
Chief Executive  Officer of Canandaigua Wine, if Mr.  Moramarco's  employment is
terminated without cause, he will be entitled to receive severance  compensation
equal to his then  current  base  compensation  for a period  of  eighteen  (18)
months.

     Under  the terms of a letter  agreement  between  the  Company  and  Thomas
Summer,  Executive Vice President and Chief Financial Officer of the Company, if
Mr. Summer's employment is terminated without cause or if he voluntarily resigns
within  30  days  after  a  demotion   or  a   material   diminishment   in  his
responsibilities,  in  either  case  without  cause,  or if there is a change in
control of the Company,  he will be entitled to receive  severance  compensation
equal to his then current base compensation for a period of 12 months.

     Peter Aikens is the President and Chief Executive  Officer of Matthew Clark
plc,  a  wholly-owned   subsidiary  of  the  Company,   and  by  virtue  of  his
responsibilities  with Matthew Clark,  he is deemed an executive  officer of the
Company.  The son of Peter Aikens has an equity interest in Harold Whitehead and
Partners ("HWP"),  which provides  consulting services to Matthew Clark on an as
needed basis. Over the course of the last year,  approximately $502,724 was paid
to HWP for services rendered to Matthew Clark.

     Agustin  Francisco  Huneeus ("Mr.  Huneeus") is the President of Franciscan
Vineyards, Inc. ("Franciscan"), a wholly-owned subsidiary of the Company, and by
virtue of his  responsibilities  with  Franciscan,  he is  deemed  an  executive
officer of the Company.  His father,  Agustin Huneeus,  and other members of his
immediate  family,  as well as Mr.  Huneeus,  individually  and through  various
family owned entities (the "Huneeus  Interests") engaged in certain transactions
with  Franciscan  during  the last  fiscal  year that are  expected  to be of an
ongoing nature from year to year.  Huneeus  Interests (a) engage  Franciscan for
certain  wine  processing  services;  (b)  engage  Franciscan  as the  exclusive
distributor of Quintessa  wines under a long-term  contract;  (c) sell grapes to
Franciscan pursuant to existing long-term contracts; (d) participate as partners
with  Franciscan  in the  ownership  and  operation of a winery and vineyards in
Chile;  (e) render brand  management  consulting  and  advisory  services in the
United States and  internationally  with respect to the Veramonte brand; and (f)
render  consulting  services to Franciscan and the Company.  Payments to Huneeus
Interests pursuant to these transactions and arrangements totaled  approximately
$5,020,000  for the  last  fiscal  year.  Payments  from  Huneeus  Interests  to
Franciscan for certain wine processing services totaled  approximately  $610,000
for the last fiscal year.

     By an  Agreement  dated  December  20,  1990,  the Company  entered  into a
split-dollar  insurance  agreement  with a trust  established by Marvin Sands of
which Robert Sands is the trustee.  Pursuant to the Agreement,  the Company pays
the annual  premium on an  insurance  policy (the  "Policy")  held in the trust,
$209,063 in fiscal 2001, and the trust reimburses the Company for the portion of
the premium  equal to the  "economic  benefit"  to Marvin  Sands  calculated  in
accordance  with the  United  States  Treasury  Department  rules then in effect
($24,006 for fiscal  2001).  The Policy is a joint life policy  payable upon the
death of the second to die of the  insureds,  Marvin Sands and his wife Marilyn,
with a face value of $5  million.  Pursuant  to the terms of the trust,  Richard
Sands,  Robert  Sands (in his  individual  capacity)  and the children of Laurie
Sands (the  deceased  sister of  Richard  and Robert  Sands)  will each  receive
one-third of the proceeds of the Policy (after the repayment of the


                                     - 15 -


indebtedness  to the Company out of such  proceeds as  described  below) if they
survive  Marvin Sands and Marilyn  Sands.  From the  inception of the  agreement
through the end of fiscal 2001, the Company has paid aggregate premiums,  net of
reimbursements,  of  $2,222,506.  The  aggregate  amount  of  such  unreimbursed
premiums  constitutes  indebtedness from the trust to the Company and is secured
by a collateral assignment of the Policy. Upon the termination of the Agreement,
whether by the death of the  survivor of the  insureds or earlier  cancellation,
the  Company  is  entitled  to be  repaid  by  the  trust  the  amount  of  such
indebtedness.

     Richard Sands, Robert Sands and four trusts formed under the will of Laurie
Sands are the  beneficial  owners of a limited  partnership  which owns railroad
cars.  These cars are leased by the Company from the  partnership at fair market
rates.  During fiscal year 2001, with respect to leasing these cars, the Company
made payments to this limited partnership in the amount of $28,564.  The Company
expects to continue its present relationship with the limited partnership during
fiscal year 2002.

     Richard Sands, Robert Sands and their mother,  Marilyn Sands are beneficial
owners of L, R, R & M, LLC, a Delaware limited  liability company which owns the
Inn on the Lake in  Canandaigua,  New York (the  "Inn").  The Inn is leased  and
operated by a third party. The Inn is frequently used by the Company for Company
functions and for its  out-of-town  employees  visiting the Company on business.
During  the  last  fiscal  year,  the  Company  paid  the  operators  of the Inn
approximately $50,512 (exclusive of employee reimbursed expenses).

     George Bresler, a director of the Company,  is a partner of the law firm of
Bresler  Goodman & Unterman,  LLP in New York, New York. The Company pays to Mr.
Bresler individually an annual retainer of $30,000 for his legal services to the
Company.  The Company also  includes Mr.  Bresler  under its  non-working  group
medical  policy  and  pays a  monthly  premium  of  approximately  $207  for his
coverage.  James A. Locke,  III, a director of the Company,  is a partner in the
law firm of Nixon Peabody LLP,  Rochester,  New York,  the  Company's  principal
outside counsel.


             SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

     Section  16(a)  of the  Securities  Exchange  Act  requires  the  Company's
directors and executive officers, and persons who beneficially own more than 10%
of a  registered  class of the  Company's  equity  securities,  to file with the
Securities and Exchange Commission reports of ownership and changes in ownership
of the Company's Class A Stock and Class B Stock. Executive officers,  directors
and greater  than 10%  stockholders  are  required  to furnish the Company  with
copies of all such reports they file. Based solely upon review of copies of such
reports furnished to the Company and related  information,  the Company believes
that all such filing requirements for fiscal 2001 were complied with in a timely
fashion.


                          STOCK OWNERSHIP OF MANAGEMENT

     The following  table and notes thereto set forth,  as of May 31, 2001,  the
beneficial  ownership  of  the  Company's  directors  and  nominees,  the  Named
Executives,  and all of the  Company's  directors  and  executive  officers as a
group.  This information is based on information  furnished to the Company by or
on behalf of each person concerned. Unless otherwise noted, the named individual
has sole  voting  power and  investment  discretion  with  respect to the shares
attributed to him and the


                                     - 16 -


percentages  of ownership are  calculated  on the basis of 35,881,710  shares of
Class A Stock and 6,132,995 shares of Class B Stock  outstanding as of the close
of business on May 31, 2001.




                                            CLASS A STOCK (1)                                CLASS B STOCK
                             ---------------------------------------------------     -----------------------------
                                SHARES BENEFICIALLY OWNED
                             --------------------------------
                                                   SHARES
                                                 ACQUIRABLE          PERCENT OF                        PERCENT OF
                                               WITHIN 60 DAYS          CLASS            SHARES           CLASS
                               OUTSTANDING     BY EXERCISE OF       BENEFICIALLY     BENEFICIALLY     BENEFICIALLY
NAME OF BENEFICIAL OWNER         SHARES          OPTIONS (2)           OWNED             OWNED           OWNED
------------------------     ---------------   --------------       ------------     -------------    ------------
                                                                                          
Richard Sands                  1,397,044 (3)      266,563 (3)         4.6% (3)       4,192,094 (3)       68.4% (3)
Robert Sands                   1,431,308 (3)      262,996 (3)         4.7% (3)       4,190,684 (3)       68.3% (3)
Alexander L. Berk                   -             178,720              *                  -                *
Jon Moramarco                        134 (4)       40,960              *                  -                *
Thomas S. Summer                   3,954 (5)      110,800              *                  -                *
James A. Locke, III                3,608           30,000              *   (6)              66             *
George Bresler                     1,510              -                *                  -                *
Jeananne K. Hauswald               1,510            6,000              *                  -                *
Paul L. Smith                      2,310           24,000              *                  -                *
Thomas C. McDermott                1,510           24,000              *                  -                *

All Executive Officers
Directors as a Group
(14 persons) (7)               2,048,840        1,269,235             8.9% (7)       5,667,808           92.4%

----------------------

*    Percentage  does not exceed one percent (1%) of the  outstanding  shares of
     such class.

(1)  The shares and  percentages of Class A Stock set forth in this table do not
     include (i) shares of Class A Stock that may be acquired  within 60 days by
     an employee under the Company's  Employee Stock Purchase Plan (because such
     number of shares is not presently  determinable) and (ii) shares of Class A
     Stock that are issuable pursuant to the conversion feature of the Company's
     Class B Stock,  although,  such information is provided in a footnote where
     appropriate.  For purposes of  calculating  the percentage of Class A Stock
     beneficially owned in the table and in the footnotes,  additional shares of
     Class A Stock equal to the number of presently  exercisable options and, as
     appropriate,  the  number  of  shares  of Class B Stock  owned by the named
     person or by the persons in the group of executive  officers and  directors
     are  assumed  to be  outstanding  only for that  person or group of persons
     pursuant to Rule 13-3(d)(1) under the Securities Exchange Act.

(2)  Reflects  the  number of shares of Class A Stock that can be  purchased  by
     exercising  stock  options that are  exercisable  on May 31, 2001 or become
     exercisable within sixty (60) days thereafter. Such number does not include
     the number of option shares that may become  exercisable  within sixty (60)
     days of May 31,  2001 due to  certain  acceleration  provisions  in certain
     awards,  which  accelerations  cannot be foreseen on the date of this Proxy
     Statement.

(3)  Includes  shares with respect to which the named  individual  shares voting
     power or investment discretion.  See tables and footnotes under "Beneficial
     Ownership"  above for information  with respect to such matters and for the
     number  and  percentage  of  shares  of Class A Stock  that  would be owned
     assuming the conversion of Class B Stock into Class A Stock.

(4)  Mr. Moramarco shares the power to vote and dispose of these shares with his
     spouse.

(5)  Mr.  Summer  shares the power to vote and  dispose  1,474  shares  with his
     spouse.


                                     - 17 -


(6)  Assuming  the  conversion  of Mr.  Locke's  66 shares of Class B Stock into
     Class A Stock,  Mr. Locke would  beneficially  own 33,674 shares of Class A
     Stock,  representing  less than one percent (1%) of the outstanding Class A
     Stock after such conversion.

(7)  This  group  consists  of the  Company's  current  executive  officers  and
     directors.  Assuming the conversion of a total of 5,667,808 shares of Class
     B Stock  beneficially  owned by the  executive  officers and directors as a
     group into Class A Stock,  all executive  officers and directors as a group
     would  beneficially  own  8,985,883  shares of Class A Stock,  representing
     21.0% of the outstanding Class A Stock after such conversion.



                                 PROPOSAL NO. 1
                                 --------------

                              ELECTION OF DIRECTORS

DIRECTOR NOMINEES

     The Board of  Directors  of the Company  nominated  seven  directors  to be
elected by the  stockholders  to hold office  until the next  Annual  Meeting of
Stockholders and until their successors are elected and qualified.  The nominees
for election to the Board of Directors are Richard Sands,  Robert Sands,  George
Bresler, Jeananne K. Hauswald, James A. Locke, III, Thomas C. McDermott and Paul
L. Smith, all of whom currently serve as directors of the Company.  Of the seven
nominees, Messrs. McDermott and Smith have been designated as the nominees to be
elected by the  holders of the Class A Stock,  voting as a separate  class.  The
remaining  five  nominees are to be elected by the holders of the Class B Stock,
voting as a separate class.

     Management  does  not  anticipate  that  any of the  nominees  will  become
unavailable for any reason, but if that should occur before the Meeting, proxies
will be voted FOR  another  nominee or  nominees  to be selected by the Board of
Directors of the Company.  The following paragraphs contain certain biographical
information about the nominees.

GEORGE BRESLER                                               DIRECTOR SINCE 1992
--------------
Mr.  Bresler,  age 76, has been engaged in the practice of law since 1957.  From
August  1987  through  July 1992,  Mr.  Bresler was a partner of the law firm of
Bresler and Bab, New York, New York.  Since 1992, Mr. Bresler has been a partner
of the law  firm of  Kurzman  Eisenberg  Corbin  Lever  &  Goodman,  LLP and its
predecessor  firm, in New York, New York. Mr. Bresler provides legal services to
the Company.

JEANANNE K. HAUSWALD                                         DIRECTOR SINCE 2000
--------------------
Ms. Hauswald, age 57, has been a managing partner of Solo Management Group, LLC,
a corporate  financial  and  investment  management  consulting  company,  since
September  1998.  From 1987 to 1998,  Ms.  Hauswald  was employed by The Seagram
Company  Ltd., a beverage and  entertainment/communications  company,  where she
served in various  positions,  including  Vice  President  Human  Resources from
1990-1993  and  Vice  President  and  Treasurer  from  1993-1998.  Ms.  Hauswald
currently serves on the Board of Directors of Thomas & Betts Corporation.


                                     - 18 -


JAMES A. LOCKE, III                                          DIRECTOR SINCE 1983
-------------------
Mr. Locke,  age 59, has been a partner in the law firm of Nixon Peabody LLP, and
its predecessor  firm, in Rochester,  New York, the Company's  principal outside
counsel, since January 1, 1996. For twenty years prior to joining Nixon Peabody,
Mr. Locke was a partner in the law firm of Harter, Secrest and Emery, Rochester,
New York.

THOMAS C. MCDERMOTT                                          DIRECTOR SINCE 1997
-------------------
Mr. McDermott,  age 63, has been a proprietor of Forbes Products,  LLC, a custom
vinyl  business  products  company,  since January 1998.  From 1994 to 1997, Mr.
McDermott  was  President   and  Chief   Executive   Officer  of  Goulds  Pumps,
Incorporated,   a  centrifugal  pumps  company  for  industrial,   domestic  and
agricultural markets, where he also was Chairman from 1995 to 1997. From 1986 to
1993,  he  was  President  and  Chief   Operating   Officer  of  Bausch  &  Lomb
Incorporated, a contact lens, lens-care and eyewear products company.

RICHARD SANDS, PH.D.                                         DIRECTOR SINCE 1982
--------------------
Mr. Sands,  age 50, is the Chairman of the Board,  President and Chief Executive
Officer  of the  Company.  He  has  been  employed  by the  Company  in  various
capacities since 1979. He was elected Executive Vice President and a director in
1982,  became President and Chief Operating Officer in May 1986, and was elected
Chief  Executive  Officer in October  1993.  In  September  1999,  Mr. Sands was
elected Chairman of the Board. He is the brother of Robert Sands.

ROBERT SANDS                                                 DIRECTOR SINCE 1990
------------
Mr. Sands,  age 43, is Group  President of the Company.  He was appointed  Group
President in April 2000 and has served as a director  since  January  1990.  Mr.
Sands  also had served as General  Counsel  from June 1986 to May 2000,  as Vice
President  from June 1990 through  October 1993, and as Executive Vice President
from October 1993 through April 2000. He is the brother of Richard Sands.

PAUL L. SMITH                                                DIRECTOR SINCE 1997
-------------
Mr.  Smith,  age 65,  retired from Eastman  Kodak  Company in 1993 after working
there for  thirty-five  years.  Mr. Smith was  employed in various  positions at
Eastman Kodak Company,  the last of which was from 1983 to 1993,  when he served
as Senior Vice President and Chief  Financial  Officer.  Also from 1983 to 1993,
Mr. Smith served on the Board of Directors of Eastman Kodak  Company.  Mr. Smith
currently  serves on the Board of Directors of Home Properties of New York, Inc.
and Performance Technologies, Incorporated.

     See also information  regarding  George Bresler,  Richard Sands, and Robert
Sands under the caption "Certain  Relationships and Related  Transactions".  For
information  with respect to the number of shares of the Company's  common stock
beneficially owned by each of the above named director  nominees,  see the table
and the footnotes thereto under the caption "Stock Ownership of Management".

DIRECTOR COMPENSATION

     The Company's  general policy is to pay its non-employee  directors $35,000
per year for their services as directors,  with no additional  compensation  for
serving as members of  committees of the Board.  However,  the  compensation  of
non-employee  directors  was  revised  with  respect  to the  two-  year  period
beginning on  September  1, 2000 and ending on August 31,  2002,  such that each
non-employee  director  will be paid partly in cash and partly in the form of an
award of restricted  shares of Class A Stock. The cash component  consists of an
annual amount of $17,500 and the restricted stock component consists of an award
of 1,510 shares, which was valued at the time of the award to be


                                     - 19 -


approximately $35,000 for the two-year period.  Subject to applicable provisions
in the award document,  fifty percent (50%) of the restricted stock will vest on
August  31,  2001 and fifty  percent  (50%) of the award will vest on August 31,
2002. George Bresler,  Jeananne K. Hauswald, James A. Locke, Thomas C. McDermott
and Paul L. Smith qualify for such  payments.  During  fiscal 2001,  the Company
also awarded options to Ms.  Hauswald (as a newly elected  director) to purchase
up to 6,000  shares of Class A Stock at an exercise  price of $26.8125 per share
and with an exercise  period of March 16, 2001 through  September 14, 2010.  The
Company also  reimburses  its  directors  for  reasonable  expenses  incurred in
connection  with attending  meetings of the Board of Directors and committees of
the Board of Directors.  Directors who are also employees of the Company receive
no additional compensation for serving as directors.

THE BOARD OF DIRECTORS AND COMMITTEES OF THE BOARD

     The Board of Directors  of the Company  held seven (7) meetings  during the
Company's  fiscal year ended February 28, 2001.  The standing  committees of the
Board  are  the  Audit  Committee,  Corporate  Governance  Committee  and  Human
Resources Committee. During fiscal 2001, each of the incumbent directors, during
his or her  period of  service,  attended  at least  75% of the total  number of
meetings  held by the Board and each  committee  of the Board on which he or she
served.

AUDIT  COMMITTEE.  The Audit  Committee is  currently  composed of Paul L. Smith
(Chair),  Jeananne  K.  Hauswald  and  Thomas  C.  McDermott,  each  of  whom is
independent in accordance  with the definition in the New York Stock  Exchange's
listing standards.  The Audit Committee,  operating under its charter, a copy of
which is  attached  as Annex A to this  Proxy  Statement,  assists  the Board of
Directors in  fulfilling  its oversight  responsibilities  as they relate to the
Company's  accounting  policies,   internal  controls  and  financial  reporting
practices. In addition, this Committee maintains a line of communication between
the Board of Directors and the Company's financial management, internal auditors
and independent  accountants.  The Audit Committee held four (4) meetings during
fiscal 2001.

CORPORATE GOVERNANCE COMMITTEE.  The Corporate Governance Committee is currently
composed of James A. Locke (Chair),  Thomas C. McDermott,  Robert Sands and Paul
L. Smith.  The full Board is  responsible  for  nominating  candidates to become
Directors,  but has delegated the  screening  process  involved to the Corporate
Governance  Committee.  The  Corporate  Governance  Committee  advises the Board
concerning  appropriate  composition of the Board and its committees and advises
the Board regarding  appropriate  corporate governance practices and assists the
Board in  achieving  them.  Among  other  matters,  this  Committee  also  makes
recommendations to the full Board with respect to an officer to be designated as
Chief  Executive  Officer,  and a director to serve as Chairman of the Board. In
addition,  this Committee recommends to the Board compensation for directors who
are neither present or former full-time officers of the Company.  This Committee
held two (2) meetings  during fiscal 2001.  The Corporate  Governance  Committee
will consider  nominations by  stockholders  of the Company.  Those  suggestions
should  include  sufficient  biographical  information so that the Committee can
appropriately assess the proposed nominee's  background and qualifications.  All
submissions  should  be  sent  in  writing  to the  attention  of the  Corporate
Secretary, Constellation Brands, Inc., 300 WillowBrook Office Park, Fairport, NY
14450.

HUMAN RESOURCES  COMMITTEE.  The Human Resources Committee is currently composed
of Thomas C.  McDermott  (Chair),  Jeananne K.  Hauswald and Paul L. Smith.  The
Human  Resources  Committee  monitors,  among  other  matters:  human  resources
policies  and  procedures  as they  relate to the goals  and  objectives  of the
Company and good  management  practices;  and procedures  and internal  controls
which  relate  to  personnel   administration,   pay   practices   and  benefits
administration. The Human


                                     - 20 -


Resources Committee is responsible for reviewing total executive compensation in
relation  to  individual  executive  performance,  Company  performance,  salary
information  and  other  parameters  deemed  reasonable  in  the  assignment  of
executive   compensation  levels.  This  Committee  also  reviews  and  approves
executive benefits and perquisites and reviews  performance  systems,  including
reward programs.  The Human Resources Committee evaluates the performance of the
Chief  Executive  Officer and  approves  his salary,  as well as the salaries of
other  executives.  This  Committee  also  presently  administers  the Company's
Long-Term Stock Incentive Plan,  Incentive Stock Option Plan,  Annual Management
Incentive Plan, 1989 Employee Stock Purchase Plan and U.K.  Sharesave Scheme and
reviews succession  planning for the Company and other important human resources
issues. The Human Resources Committee held four (4) meetings during fiscal 2001.

AUDIT COMMITTEE REPORT

     The following  report shall not be deemed  incorporated by reference in any
filing under the federal securities laws by virtue of any general  incorporation
of this Proxy Statement by reference and shall not otherwise be treated as filed
under the securities laws.

     The Audit  Committee  of the Board of Directors  provides  oversight to the
Company's  financial  reporting  process  through  periodic  meetings  with  the
Company's independent auditors, internal auditors and management. The management
of the Company is responsible for the preparation and integrity of the financial
reporting information and related systems of internal controls.  The independent
auditors are  responsible  for performing an independent  audit of the Company's
consolidated financial statements in accordance with generally accepted auditing
standards and for issuing a report thereon.  The Committee,  in carrying out its
role, relies on the Company's senior management and its independent auditors.

     In  connection  with the  preparation  and filing of the  Company's  Annual
Report on Form 10-K for the year ended  February 28, 2001,  the Audit  Committee
has reviewed and discussed the audited financial  statements of the Company with
the Company's  management.  Also, the Committee  discussed with Arthur  Andersen
LLP, the Company's independent auditors, the matters required to be discussed by
Statement on Auditing  Standards No. 61  (Codification of Statements on Auditing
Standards, AU ss. 380).

     In addition,  the  Committee has received the written  disclosures  and the
letter from Arthur Andersen  required by  Independence  Standards Board Standard
No. 1 (Independence  Discussions  with Audit  Committees) and has discussed with
Arthur  Andersen  the  independence  of that firm as the  Company's  independent
auditors.

     Based on the review and discussions  described  above,  the Audit Committee
recommended  to the Board of  Directors  that the  Company's  audited  financial
statements  be  included  in the  Company's  Annual  Report on Form 10-K for the
fiscal year ended  February 28, 2001 for filing with the Securities and Exchange
Commission.

                                        AUDIT COMMITTEE

                                        Paul L. Smith (Chair)
                                        Jeananne K. Hauswald
                                        Thomas C. McDermott


                                     - 21 -


VOTE REQUIRED

     A  plurality  of the votes cast at the  Meeting  by the  holders of Class A
Stock is required for the election of the two  directors  elected by the holders
of Class A Stock. A plurality of the votes cast at the Meeting by the holders of
Class B Stock is required for the election of the five directors  elected by the
holders of Class B Stock.

     The Board of Directors recommends a vote FOR the nominees. Unless authority
to vote for one or more of the  nominees is  specifically  withheld,  the shares
represented by your proxy, if properly  executed and returned,  and not revoked,
will be voted FOR the  election of all the nominees for whom you are entitled to
vote.


                                 PROPOSAL NO. 2
                                 --------------

                        SELECTION OF INDEPENDENT AUDITORS

     The firm of Arthur Andersen LLP,  Certified Public  Accountants,  served as
the  independent  auditors of the Company for the fiscal year ended February 28,
2001,  and the Board of  Directors  has again  selected  Arthur  Andersen as the
Company's  independent  auditors  for the fiscal year ending  February 28, 2002.
This selection will be presented to the stockholders  for their  ratification at
the Meeting.  A  representative  of Arthur Andersen is expected to be present at
the Meeting and will be given an opportunity to make a statement if he or she so
desires and will be available to respond to appropriate questions concerning the
audit of the Company's financial statements.  If the stockholders do not approve
the  selection of Arthur  Andersen,  the Board of Directors may  reconsider  its
choice.

     The following sets forth  information  regarding fees billed to the Company
by Arthur Andersen:

          AUDIT  FEES:  The  aggregate  fees  billed  by  Arthur   Andersen  for
          professional  services  rendered in  connection  with the audit of the
          Company's annual financial  statements for the year ended February 28,
          2001 and for the review of the  financial  statements  included in the
          Company's   quarterly   reports  on  Form  10-Q  for  such  year  were
          approximately $497,000.

          FINANCIAL  INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION  FEES: Arthur
          Andersen  did not provide  any  services to the Company for the design
          and  implementation  of  financial   information  systems  during  the
          Company's 2001 fiscal year.

          ALL OTHER FEES: The aggregate  fees billed by Arthur  Andersen for all
          other  services  rendered to the  Company  during the  Company's  2001
          fiscal  year  were  approximately   $858,000.   These  fees  consisted
          primarily  of  services  relating  to  acquisitions,  debt and  equity
          offerings, and tax compliance.

     The Audit Committee has reviewed and determined that the non-audit services
provided by Arthur Andersen during the Company's 2001 fiscal year are compatible
with maintaining the independence of such auditors.


                                     - 22 -


VOTE REQUIRED

     Approval of Proposal No. 2 to ratify the  selection of Arthur  Andersen LLP
as the  Company's  independent  auditors  requires  the  affirmative  vote  of a
majority of the votes entitled to be cast by  stockholders  present in person or
represented by proxy at the Meeting.  With respect to this proposal,  holders of
Class A Stock and Class B Stock are  entitled  to vote as a single  class at the
Meeting, with holders of Class A Stock having one (1) vote per share and holders
of Class B Stock having ten (10) votes per share.

     The  Board  of  Directors  recommends  that  the  stockholders  ratify  the
selection of Arthur Andersen LLP as the independent  auditors of the Company for
the fiscal year ending  February 28, 2002 and  accordingly  recommends  that you
vote  FOR  Proposal  No.  2.  Unless  otherwise  directed  therein,  the  shares
represented by your proxy, if properly  executed and returned,  and not revoked,
will be voted FOR such proposal.


                STOCKHOLDER PROPOSALS FOR THE 2002 ANNUAL MEETING

     In order for any  stockholder  proposal  submitted  pursuant  to Rule 14a-8
promulgated  under the Securities  Exchange Act of 1934, as amended (the "Act"),
to be included in the Company's  proxy statement to be issued in connection with
the 2002 Annual Meeting of  Stockholders,  such proposal must be received by the
Company no later than February 15, 2002.

     Any notice of a proposal  submitted  outside  the  processes  of Rule 14a-8
promulgated  under the Act,  which a  stockholder  intends to bring forth at the
Company's 2002 Annual Meeting of Stockholders,  will be untimely for purposes of
Rule 14a-4 of the Act and the By-laws of the Company, if received by the Company
after February 15, 2002.


                              FINANCIAL INFORMATION

     The Company has  furnished  its financial  statements  to  stockholders  by
including  in this mailing the  Company's  2001 Annual  Report to  Stockholders,
which  consists  of its Form 10-K for the fiscal  year ended  February  28, 2001
(excluding the exhibits thereto) and its 2001 glossy report.  In addition,  upon
the  request of any  stockholder,  the Company  will  provide,  without  charge,
another  copy of its  Annual  Report  on Form  10-K for the  fiscal  year  ended
February  28,  2001,  as  filed  with the  Securities  and  Exchange  commission
(excluding  the exhibits  thereto).  Written  requests for such copies should be
directed to Constellation Brands, Inc., Attention:  Mark Maring, Vice President,
300  WillowBrook  Office  Park,  Fairport,  NY 14450;  telephone  number:  (716)
218-2169.


                                     - 23 -


                                      OTHER

     As of the date of this Proxy  Statement,  the Board of  Directors  does not
intend to present,  and has not been informed  that any other person  intends to
present, any matter at the Meeting other than those specifically  referred to in
this Proxy Statement.  If any other matters properly come before the Meeting, it
is  intended  that the  holders of the  proxies  will act in respect  thereto in
accordance with their best judgment.


                                          BY ORDER OF THE BOARD OF DIRECTORS

                                          /s/ David S. Sorce

                                          DAVID S. SORCE, Secretary


Fairport, New York
June 15, 2001




                                                                         ANNEX A
                                                                         -------

                           CONSTELLATION BRANDS, INC.

                               BOARD OF DIRECTORS'

                             AUDIT COMMITTEE CHARTER

COMPOSITION
-----------

The Audit  Committee  of the Board of  Directors  shall be  composed of at least
three, but not more than five, members of the Board, each of whom shall meet the
independence  requirements of the New York Stock  Exchange,  Inc. Each member of
the Audit  Committee shall be financially  literate,  as such  qualification  is
interpreted by the Board of Directors in its business judgment.  In addition, at
least  one  member of the Audit  Committee  shall  have  accounting  or  related
financial  management  expertise,  as such  qualification  is interpreted by the
Board of Directors in its business judgment.  The number of members of the Audit
Committee  shall be  determined  from time to time by resolution of the Board of
Directors. The Committee and its Chairperson shall be nominated by the Corporate
Governance Committee and elected by the Board.

PURPOSES
--------

The primary purposes of the Audit Committee shall be to:

     o    Assist  the  Board  of   Directors   in   fulfilling   its   oversight
          responsibilities as they relate to the Company's  accounting policies,
          internal controls and financial reporting practices; and

     o    Maintain,   through   regularly   scheduled   meetings,   a  line   of
          communication  between  the  Board  of  Directors  and  the  Company's
          financial management, internal auditors and independent accountants.

RESPONSIBILITIES
----------------

The Audit Committee will:

     1.   Oversee  the  external  audit  coverage.   The  Company's  independent
          accountants  are ultimately  accountable to the Board of Directors and
          the  Audit   Committee,   which  have  the  ultimate   authority   and
          responsibility to select, evaluate and, where appropriate, replace the
          independent  accountants.  In  connection  with its  oversight  of the
          external audit coverage, the Audit Committee will:

          o    Recommend  to  the  Board  the  appointment  of  the  independent
               accountants;

          o    Review  the  engagement  letter  and  the  fees to be paid to the
               independent accountants;

          o    Obtain   confirmation   and  assurance  as  to  the   independent
               accountants' independence, including ensuring that they submit on
               a periodic basis (not less than annually) to the Audit  Committee
               a formal written statement  delineating all relationships between
               the independent  accountants and the Company. The Audit Committee
               is  responsible  for  actively  engaging  in a dialogue  with the
               independent accountants with respect to any


                                     - 2 -


               disclosed   relationships   or  services   that  may  impact  the
               objectivity and  independence of the independent  accountants and
               for  recommending  that the Board of Directors  take  appropriate
               action in  response  to the  independent  accountants'  report to
               satisfy itself of their independence; and

          o    Review  and  evaluate   the   performance   of  the   independent
               accountants,  as the basis for a  recommendation  to the Board of
               Directors with respect to reappointment or replacement.

     2.   Review  and  discuss  the annual  audited  financial  statements  with
          management and the  independent  accountants.  In connection with such
          review, the Audit Committee will:

          o    Discuss with the independent  accountants the matters required to
               be discussed by Statement on Auditing Standards No. 61 (as may be
               modified or supplemented) relating to the conduct of the audit;

          o    Review significant changes in accounting or auditing policies;

          o    Review with the independent  accountants any problems encountered
               in the course of their audit,  including  any change in the scope
               of the  planned  audit  work and any  restrictions  placed on the
               scope of such work; and

          o    Review with the  independent  accountants  the  condition  of the
               Company's  internal  controls,  and any significant  findings and
               recommendations with respect to such controls.

     3.   Review pertinent Company quarterly financial information in advance of
          quarterly earnings releases.

     4.   Review major accounting  policies and significant  policy decisions as
          they deem appropriate.

     5.   Obtain from management a notification of issues and responses whenever
          a second opinion is sought from an independent public accountant.

     6.   Review  annually  executive  officers'  perquisites,  including use of
          corporate assets.

     7.   Review  periodically  the internal  audit  charter  that  explains the
          functional  and  organizational  framework for  providing  services to
          management and to the Audit Committee.

     8.   Meet periodically with the Company's General Counsel to discuss legal,
          regulatory   and  corporate   compliance   matters  that  may  have  a
          significant impact on the Company.

     9.   Review   internal   audit   coverage.    In   connection   with   this
          responsibility, the Audit Committee will:

          o    Meet   periodically  with  management  and  the  senior  internal
               auditing  executive  to review  and assess  the  Company's  major
               financial  risk  exposures and the manner in which such risks are
               being monitored and controlled;

          o    Review,  in consultation  with management and the senior internal
               auditing  executive,   the  plan  and  scope  of  internal  audit
               activities; and


                                     - 3 -


          o    Review significant reports to management prepared by the internal
               auditing department and management's responses to such reports.

     10.  Review and reassess the adequacy of this Charter  annually and propose
          to the Board any recommended changes.

     11.  Report Audit Committee activities to the Board regularly.

     12.  Prepare the report of the Audit Committee required by the rules of the
          Securities  and  Exchange  Commission  to be  included  in  the  proxy
          statement for each annual meeting of stockholders.

PROCEDURES
----------

     1.   Meetings
          --------

          The  Audit  Committee  shall  meet  at  least  three  times  annually,
          preferably in conjunction  with regular Board meetings.  Meetings may,
          at the  discretion of the  Committee,  include  members of management,
          independent consultants, and such other persons as the Committee shall
          determine.  The Committee,  in discharging its  responsibilities,  may
          meet  privately for advice and counsel with  independent  consultants,
          lawyers,  or any other persons,  including  associates of the Company,
          knowledgeable  in the matters under  consideration.  The Committee may
          also meet by telephone conference call or by any other means permitted
          by law or the Company's By-laws.

     2.   Action
          ------

          A  majority  of  the  members  of the  entire  Audit  Committee  shall
          constitute a quorum.  The Committee shall act on the affirmative  vote
          of a  majority  of  members  present at a meeting at which a quorum is
          present. Without a meeting, the Committee may act by unanimous written
          consent of all members.

     3.   Rules
          -----

          The Audit Committee shall determine, as appropriate, its own rules and
          procedures,  consistent  with  this  Charter  and the  By-laws  of the
          Company.

     4.   Chairperson Responsibilities
          ----------------------------

          The  Chairperson of the Audit  Committee  shall report to the Board on
          the Committee's  determinations and shall present  recommendations for
          approval whenever necessary or desirable.

                               * * * * * * * * * *

While the Audit Committee has the  responsibilities and powers set forth in this
Charter,  it is not the duty of the Audit Committee to plan or conduct audits or
to determine that the Company's  financial  statements are complete and accurate
and are in accordance with generally accepted accounting principles. This is the
responsibility of management and the independent accountants. Nor is it the duty
of  the  Audit  Committee  to  initiate  investigations,  to  resolve  financial
accounting  disagreements,  if  any,  between  management  and  the  independent
accountants or to assure  compliance with laws and regulations and the Company's
corporate policies.


                               * * * * * * * * * *


P R O X Y

                            CONSTELLATION BRANDS, INC.

             PROXY FOR CLASS A COMMON STOCK AND CLASS B COMMON STOCK


     The undersigned hereby appoints David S. Sorce and Thomas S. Summer, or any
one of them, proxies for the undersigned with full power of substitution to vote
all shares of  CONSTELLATION  BRANDS,  INC. (the "Company") that the undersigned
would be entitled to vote at the Annual  Meeting of  Stockholders  to be held at
One Chase Square,  Rochester, New York, on Tuesday, July 17, 2001, at 11:00 a.m.
(local time), and at any adjournments thereof (the "Meeting").

     Class A Stockholders, voting as a separate class, are entitled to elect two
directors at the Meeting. Class B Stockholders,  voting as a separate class, are
entitled  to elect five  directors  at the  Meeting.  Please  refer to the Proxy
Statement for details. Your Shares of Class A Common Stock and/or Class B Common
Stock appear on the back of this card.  PLEASE SIGN ON THE BACK.

     THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE COMPANY.
THE  SHARES  REPRESENTED  BY  THIS  PROXY  WILL BE  VOTED  AS  SPECIFIED  BY THE
UNDERSIGNED. THIS PROXY REVOKES ANY PRIOR PROXY GIVEN BY THE UNDERSIGNED. UNLESS
AUTHORITY TO VOTE FOR ONE OR MORE OF THE NOMINEES IS SPECIFICALLY  WITHHELD, THE
SHARES REPRESENTED BY A SIGNED PROXY WILL BE VOTED FOR THE ELECTION OF DIRECTORS
                                                   ---
AND, UNLESS OTHERWISE  SPECIFIED,  THE SHARES REPRESENTED BY A SIGNED PROXY WILL
BE VOTED FOR PROPOSAL 2.
         ---


     TO APPROVE  THE BOARD OF  DIRECTORS'  RECOMMENDATIONS,  SIMPLY  SIGN ON THE
BACK. YOU NEED NOT MARK ANY BOXES.

                   CONTINUED AND TO BE SIGNED ON REVERSE SIDE

                                                              [SEE REVERSE SIDE]




                                    BALLOT                    PLEASE MARK
                                                              YOUR VOTES AS  [X]
                                                              INDICATED IN
                                                              THIS EXAMPLE

1.   Election  of  Directors:  To elect  Directors  as set  forth  in the  Proxy
     Statement.

       CLASS A STOCKHOLDERS                        CLASS B STOCKHOLDERS

Thomas C. McDermott, Paul L. Smith         George Bresler, Jeananne K. Hauswald,
                                           James A. Locke, III, Richard Sands,
                                           Robert Sands

 FOR BOTH   [  ]     WITHHELD  [  ]         FOR ALL   [  ]      WITHHELD  [  ]
 NOMINEES            FROM BOTH              NOMINEES            FROM ALL
(except as           NOMINEES              (except as           NOMINEES
 noted below)                               noted below)


     ------------------------------             -----------------------------
     FOR, except vote withheld                  FOR, except vote withheld
     from nominee identified on                 from nominee(s) identified on
     above line.                                above line.


2.   Proposal to ratify  selection  of Arthur  Andersen  LLP,  Certified  Public
     Accountants,  as the  Company's  independent  auditors  for the fiscal year
     ending February 28, 2002.

                  FOR                AGAINST               ABSTAIN
                  [  ]                [  ]                  [  ]


3.   In their  discretion,  the proxies are  authorized  to vote upon such other
     business  not known at the time of the  solicitation  of this  Proxy as may
     properly come before the Meeting or at any adjournments thereof.


[  ] MARK HERE FOR ADDRESS CHANGE AND NOTE BELOW


     The  undersigned  acknowledges  receipt  with  this  Proxy of a copy of the
Notice of Annual  Meeting  and Proxy  Statement  for the  Company's  2001 Annual
Meeting, describing more fully the proposals set forth herein.


SIGNATURE                                       DATE
          ------------------------------------       ---------------------------

SIGNATURE                                       DATE
          ------------------------------------       ---------------------------

NOTE:  PLEASE  DATE THIS  PROXY AND SIGN YOUR NAME  ABOVE  EXACTLY AS IT APPEARS
HEREON.  EXECUTORS,  ADMINISTRATORS,  TRUSTEES,  ETC.  SHOULD SO  INDICATE  WHEN
SIGNING.  IF THE  STOCKHOLDER IS A CORPORATION OR OTHER ENTITY,  THE FULL ENTITY
NAME SHOULD BE INSERTED AND THE PROXY SIGNED BY A DULY AUTHORIZED REPRESENTATIVE
OF THE ENTITY, INDICATING HIS OR HER TITLE OR CAPACITY.