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 Section 240.14a-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:

          ----------------------------------------------------------------------
      (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):

          ----------------------------------------------------------------------
      (4) Proposed  maximum  aggregate  value  of  transaction:

          ----------------------------------------------------------------------
      (5) Total fee paid:

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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:
                     -----------------------------------------------------------




                              [CONSTELLATION LOGO]

                         ------------------------------
                         Annual Meeting of Stockholders
                         ------------------------------




                                                                   June 20, 2002


To Our Stockholders:


     You  are  cordially invited to attend the Annual Meeting of Stockholders of
Constellation  Brands,  Inc.  at ONE HSBC PLAZA, 100 Chestnut Street, Rochester,
New York, on Tuesday, July 23, 2002 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 2002 Annual Report to
Stockholders,  which  consists  of the Company's 2002 glossy report and its Form
10-K  for  the  fiscal  year  ended  February 28, 2002 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


Please note that HSBC Plaza is a new venue and is located at the corner of Court
Street  and  Chestnut Street in downtown Rochester, New York. Limited parking is
available at HSBC's underground  parking garage off of Broad Street.  Additional
parking  is available, among other locations, at the Midtown Parking Garage with
entrances on Clinton Street, Broad Street and Court Street.





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                           CONSTELLATION BRANDS, INC.

                    ----------------------------------------
                    NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
                            TO BE HELD JULY 23, 2002
                    ----------------------------------------

     NOTICE  IS  HEREBY  GIVEN  that  the  Annual  Meeting  of  Stockholders  of
CONSTELLATION  BRANDS,  INC. (the "Company") will be held at One HSBC Plaza, 100
Chestnut  Street,  Rochester,  New York, on Tuesday, July 23, 2002 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 amend and restate  the  Company's existing  Restated Certificate of
          Incorporation (Proposal No. 2) to:

          (a)  increase the number of authorized shares of the Company's Class A
               Common Stock from 120,000,000 shares to 275,000,000 shares, and

          (b)  increase the number of authorized shares of the Company's Class B
               Common Stock from 20,000,000 shares to 30,000,000 shares.

     3.   To re-approve the Company's Long-Term Stock Incentive Plan pursuant to
          Section 162(m) of the Internal Revenue Code (Proposal No. 3).

     4.   To  re-approve the Company's Annual Management Incentive Plan pursuant
          to  Section  162(m)  of  the  Internal  Revenue Code (Proposal No. 4).

     5.   To  consider  and  act upon a proposal to ratify the selection of KPMG
          LLP, Certified Public Accountants, as the Company's independent public
          accountants for the fiscal year ending February 28, 2003 (Proposal No.
          5).

     6.   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, 2002 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 20, 2002




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

                       2002 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  2002  Annual  Meeting of Stockholders of the Company and at any adjournment
thereof (the "Meeting").  The Meeting will be held on Tuesday,  July 23, 2002 at
11:00  a.m.  (local time) at One HSBC Plaza, 100 Chestnut Street, 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  proposal  to  amend and restate the Company's existing Restated
Certificate  of  Incorporation,  which  would include a vote FOR the approval to
increase  the  number of authorized shares of the Company's Class A Common Stock
from  120,000,000  shares  to  275,000,000 shares and a vote FOR the approval to
increase  the  number of authorized shares of the Company's Class B Common Stock
from  20,000,000 shares to 30,000,000 shares (collectively, Proposal No. 2); FOR
the proposal to re-approve the Company's Long-Term Stock Incentive Plan pursuant
to  Section  162(m)  of  the  Internal  Revenue  Code  (Proposal No. 3); FOR the
proposal  to  re-approve the Company's Annual Management Incentive Plan pursuant
to  Section  162(m)  of  the Internal Revenue Code (Proposal No. 4); and FOR the
ratification  of  the  selection of KPMG LLP as the Company's independent public
accountants  for  the  fiscal  year  ending  February 28, 2003 (Proposal No. 5).

     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 SPLITS THAT WERE DISTRIBUTED IN THE FORM OF STOCK DIVIDENDS ON
MAY  14,  2001  AND MAY 13, 2002 TO STOCKHOLDERS OF RECORD ON APRIL 30, 2001 AND
APRIL  30,  2002,  RESPECTIVELY.

  This  Proxy  Statement and the accompanying proxy are being first mailed to
stockholders on or about June 26, 2002.


     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.


                                VOTING SECURITIES


     The  total  outstanding  capital  stock of the Company, as of May 31, 2002,
consisted  of 77,115,176 shares of Class A Stock and 12,099,090 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, 2002, 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 such holder's name, and each holder of Class B Stock is
entitled  to  ten  (10) votes for each share of Class B Stock registered in such
holder's  name. Therefore, holders of Class A Stock are entitled to cast a total
of 77,115,176 votes and holders of Class B Stock are entitled  to cast  a  total
of 120,990,900 votes at the Meeting.

     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  adoption  of  the proposal to amend and restate the Company's existing
Restated Certificate of Incorporation  (Proposal No. 2)  requires  two  separate
votes:  one  vote  to approve the increase in the number of authorized shares of
the  Company's  Class  A Stock from 120,000,000 shares to 275,000,000 shares and
another  vote  to approve the increase in the number of authorized shares of the
Company's  Class  B  Stock  from  20,000,000  shares  to 30,000,000 shares. Each
approval  requires  the  affirmative  vote  of  the holders of a majority of all
outstanding  shares of Class A Stock and Class B Stock entitled to vote thereon,
voting  together  as  a single class, provided that the holders of Class A Stock
will  have one (1) vote per share and the holders of Class B Stock will have ten
(10)  votes  per  share.  Abstentions  and broker non-votes, if applicable, will
therefore  have  the  effect  of  negative votes. The increases in the number of
authorized shares of Class A Stock and Class B Stock are interdependent, and the
Company's existing Restated Certificate of Incorporation will not be amended and
restated  unless  the  requisite  vote  for  both  approvals  is  obtained.

     The  adoption  of  the proposal to re-approve the Company's Long-Term Stock
Incentive Plan pursuant to Section 162(m) of the Internal Revenue Code (Proposal
No.  3) 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.

     The  adoption of the proposal to re-approve the Company's Annual Management
Incentive Plan pursuant to Section 162(m) of the Internal Revenue Code (Proposal
No.  4)  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.

     The  ratification of the selection of KPMG LLP as the Company's independent
public accountants for the fiscal year ending February 28, 2003 (Proposal No. 5)
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.


                              BENEFICIAL OWNERSHIP

     As  of  May  31,  2002,  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 77,115,176 shares of
Class A Stock and 12,099,090 shares of Class B Stock outstanding as of the close
of  business on  May 31, 2002.




                                                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)
-------------------                         ----------------    ---------------    ------------    ----------
                                                                                          
Robert Sands
  300 WillowBrook Office Park
  Fairport, NY  14450                            968,092 (2)      294,712 (2)        1,262,804        1.6%

Richard Sands
  300 WillowBrook Office Park
  Fairport, NY  14450                            949,031 (4)      294,712 (4)        1,243,743        1.6%



NAME AND ADDRESS OF                          SOLE POWER TO      SHARED POWER TO                    PERCENT OF
BENEFICIAL OWNER                            VOTE OR DISPOSE     VOTE OR DISPOSE       TOTAL         CLASS (1)
-------------------                         ----------------    ---------------    ------------    ----------

CWC Partnership-I
  300 WillowBrook Office Park
  Fairport, NY  14450                               -             236,188 (5)          236,188        0.3%


Trust for the benefit of Andrew
Stern, M.D. under the will of
Laurie Sands
  300 WillowBrook Office Park
  Fairport, NY  14450                               -             236,188 (6)          236,188        0.3%


Stockholders Group Pursuant to
Section 13(d)(3) of the Securities
Exchange Act of 1934, as amended (7)                -           2,211,835 (7)        2,211,835        2.8%






                                                CLASS B STOCK
-------------------------------------------------------------------------------------------------------------
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                          2,954,116           5,430,072 (4)     8,384,188       69.3%

Robert Sands
  300 WillowBrook Office Park
  Fairport, NY  14450                          2,951,296           5,430,072 (2)     8,381,368       69.3%

Trust for the benefit of Andrew
Stern, M.D. under the will of
Laurie Sands
  300 WillowBrook Office Park
  Fairport, NY  14450                               -              3,331,356 (6)     3,331,356       27.5%

CWC Partnership-I
  300 WillowBrook Office Park
  Fairport, NY  14450                               -              3,049,540 (5)     3,049,540       25.2%

Trust for the benefit of the
Grandchildren of Marvin and
Marilyn Sands
  300 WillowBrook Office Park
  Fairport, NY  14450                               -              2,025,000 (8)     2,025,000       16.7%

Stockholders Group Pursuant to
Section 13(d)(3) of the Securities
Exchange Act of 1934, as
amended (7)                                         -             11,335,484 (7)    11,335,484       93.7%



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

(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, 2002
     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,  2002  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)  The amount reflected as shares of Class A Stock over which Robert Sands has
     the  sole power to vote or dispose includes 698,186 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, 235,804 shares of Class A
     Stock  and  2,715,856 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, 73,716 shares of Class B Stock owned by the Marvin Sands
     Master  Trust  (the "Master Trust"), of which Robert Sands is a trustee and
     beneficiary,  384  shares  of  Class  A Stock and 333,684 shares of Class B
     Stock  owned  by  M, L, R & R, a New York general partnership ("MLR&R"), of
     which  Mr.  Sands and the Master Trust are general partners, 281,816 shares
     of  Class  B  Stock  owned  by  CWC  Partnership-II,  a  New  York  general
     partnership  ("CWCP-II"),  of  which Mr. Sands is a trustee of the managing
     partner,  2,025,000 shares of Class B Stock owned by the trust described in
     footnote (8) below, and 58,524 shares of Class A Stock owned by the Mac and
     Sally  Sands  Foundation,  Incorporated, a Virginia corporation (the "Sands
     Foundation"),  of  which  Mr.  Sands  is  a director and officer. 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. The amounts reflected do not include 91,760
     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
     709,430 of the 2,150,004 shares of Class A Stock subject to the life estate
     held  by  Marilyn  Sands  described  in footnote (3) below or the remainder
     interest  of  CWCP-II  in  723,906  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



     9,644,172 shares of Class A Stock, representing 11.2%  of  the  outstanding
     Class A Stock after such conversion.

(3)  Marilyn  Sands is the beneficial owner of a life estate in 2,150,004 shares
     of  Class  A  Stock  that includes the right to receive income from and the
     power  to  vote  and dispose of such shares. The remainder interest in such
     shares  is  held  by  Richard  Sands,  Robert  Sands  and  CWCP-II.

(4)  The  amount  reflected  as shares of Class A Stock over which Richard Sands
     has  the  sole  power to vote or dispose includes 747,653 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, 235,804 shares of Class A
     Stock  and  2,715,856  shares  of  Class  B Stock owned by CWCP-I, of which
     Richard  Sands  is a managing partner, 73,716 shares of Class B Stock owned
     by  the  Master Trust, of which Mr. Sands is a trustee and beneficiary, 384
     shares of Class A Stock and 333,684 shares of Class B Stock owned by MLR&R,
     of  which  Mr.  Sands  and  the  Master Trust are general partners, 281,816
     shares  of  Class B Stock owned by CWCP-II, of which Mr. Sands is a trustee
     of  the  managing  partner,  2,025,000 shares of Class B Stock owned by the
     trust  described  in footnote (8) below, and 58,524 shares of Class A Stock
     owned  by  the  Sands  Foundation,  of  which  Mr.  Sands is a director and
     officer.  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. The amounts reflected do
     not  include  7,860  shares  of Class A Stock owned by Mr. Sands' wife, the
     remainder  interest  Mr.  Sands  has  in 716,668 of the 2,150,004 shares of
     Class A Stock subject to the life estate held by Marilyn Sands described in
     footnote  (3) above or the remainder interest of CWCP-II in 723,906 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 9,627,931 shares
     of Class A Stock, representing 11.2% of the outstanding Class A Stock after
     such conversion.

(5)  The  amounts  reflected include, as applicable, 384 shares of Class A Stock
     and  333,684  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 (6) below), a
     partner  of  CWCP-I  which  owns  a  majority  in  interest  of  the CWCP-I
     partnership  interests,  and the group described in footnote (7) 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 3,285,728 shares
     of  Class A Stock, representing 4.1% of the outstanding Class A Stock after
     such  conversion.

(6)  The  amounts  reflected  include,  as applicable, 235,804 shares of Class A
     Stock  and  2,715,856 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,  281,816  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 384 shares of Class A
     Stock  and  333,684 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 723,906 of the 2,150,004
     shares  of  Class  A Stock subject to the life estate held by Marilyn Sands
     described  in  footnote  (3)  above. The Marital Trust disclaims beneficial
     ownership  with  respect to  all  such  shares.  Assuming the conversion of
     Class B Stock beneficially owned by  the  Marital Trust into Class A Stock,
     the Marital Trust would beneficially own 3,567,544 shares of Class A Stock,
     representing 4.4% of the outstanding Class A Stock after  such  conversion.

(7)  The  group  as  reported  consists  of Richard Sands, Robert Sands, CWCP-I,
     CWCP-II,  and  the  trust  described  in  footnote  (8)  (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  (8)  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  13,547,319 shares of Class A Stock, representing 15.1% of
     the outstanding  Class A Stock  after  such  conversion.

(8)  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  2,025,000  shares of Class A Stock, representing 2.6% of
     the  outstanding  Class  A  Stock  after  such  conversion.


                             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  (as  determined  at the end of the fiscal year
ended  February  28, 2002 (collectively, the "Named Executives")) for the fiscal
years  ended  February  28,  2002,  February  28,  2001  and  February 29, 2000.




                                              SUMMARY COMPENSATION TABLE
--------------------------------------------------------------------------------------------------------------------
                                                                                          LONG-TERM
                                                                                         COMPENSATION
                                                          ANNUAL COMPENSATION             AWARDS (2)
                                                  ------------------------------------   ------------
                                                                             OTHER        SECURITIES
                                                                             ANNUAL       UNDERLYING     ALL OTHER
                                                                          COMPENSATION     OPTIONS      COMPENSATION
NAME AND PRINCIPAL POSITION                YEAR     SALARY      BONUS         (1)            (3)            (4)
                                           ----   ----------  ---------   ------------   ------------   ------------
                                                                                       
Richard Sands,                             2002   $  630,300  $ 819,390   $ 84,480 (5)     163,200       $  56,217
Chairman of the Board, President and       2001      606,050    425,447     74,359 (5)     125,200          49,039
Chief Executive Officer                    2000      545,782    491,204       -             65,600          51,191

                                           2002   $  559,100  $ 726,830   $ 84,051 (6)     136,000       $  50,174
Robert Sands,                              2001      537,601    377,396     84,607 (6)     115,200          44,076
Group President                            2000      530,241    477,217     87,806 (6)      64,000          49,870

Alexander L. Berk,                         2002   $  494,000  $ 543,400       -             84,000       $  44,818
President and Chief Executive Officer of   2001      475,000    328,150       -            100,000          41,196
Barton Incorporated (7)                    2000      440,000    374,000       -            100,000          48,800

Peter Aikens,                              2002   $  394,186  $ 401,092       -             68,400       $ 141,907
President and Chief Executive Officer of   2001      354,870    127,095       -             68,000         127,751
Matthew Clark plc (8)                      2000      386,886    138,611       -             33,600         139,277

Thomas S. Summer,                          2002   $  343,200  $ 377,520       -             84,400       $  32,934
Executive Vice President and Chief         2001      330,000    178,200       -             76,400          29,025
Financial Officer                          2000      261,800    176,715       -             22,000          27,053



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

(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  2002  consist  of:

     -    Company  401(k)  contributions  under  the Company's 401(k) and Profit
          Sharing  Plan:  Richard  Sands  $5,100; Robert Sands $4,831; Alexander
          Berk  $5,100;  and  Thomas  Summer  $5,100.

     -    Company  profit  sharing  contributions under the Company's 401(k) and
          Profit  Sharing  Plan:  Richard  Sands  $13,787; Robert Sands $13,787;
          Alexander  Berk  $13,668;  and  Thomas  Summer  $13,787.

     -    Company  contributions  under  the  Company's  Supplemental  Executive
          Retirement  Plan:  Richard  Sands   $37,330;  Robert  Sands   $31,556;
          Alexander  Berk  $26,050;  and  Thomas  Summer  $14,047.

     -    Company  contribution  to  personal  pension  plan  for  Peter Aikens:
          $141,907.

(5)  The  amounts shown  include  $84,480 in 2002 and $73,463 in 2001 for use of
     the  corporate  aircraft.

(6)  The  amounts  shown include $84,051 in 2002, $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)  In April  2002,  Mr. Aikens retired from his employment with  Matthew Clark
     plc,  a  wholly-owned  subsidiary  of  the  Company.  Mr. Aikens is paid in
     British  pound  sterling.  The amounts appearing in the table and footnotes
     are converted into dollars using the weighted average exchange rate for the
     applicable fiscal year.


STOCK  OPTIONS

     The following table contains information concerning stock option grants  to
the  Named  Executives during the fiscal year ended February 28, 2002.  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            63,200 (3)       1.3%         $ 17.7425     04/10/11       $   705,196   $ 1,787,105
                        100,000 (4)       2.0%         $ 20.50       09/26/11       $ 1,289,234   $ 3,267,172
Robert Sands             56,000 (3)       1.1%         $ 17.7425     04/10/11       $   624,857   $ 1,583,511
                         80,000 (4)       1.6%         $ 20.50       09/26/11       $ 1,031,387   $ 2,613,738
Alexander L. Berk        44,000 (3)       0.9%         $ 17.7425     04/10/11       $   490,959   $ 1,244,187
                         40,000 (4)       0.8%         $ 20.50       09/26/11       $   515,694   $ 1,306,869
Peter Aikens             28,400 (3)       0.6%         $ 17.7425     04/10/11       $   316,892   $   803,066
                         40,000 (4)       0.8%         $ 20.50       09/26/11       $   515,694   $ 1,306,869
Thomas S. Summer         34,400 (3)       0.7%         $ 17.7425     04/10/11       $   383,841   $   972,728
                         50,000 (4)       1.0%         $ 20.50       09/26/11       $   644,617   $ 1,633,586
----------------------

(1)  The  securities consist of shares of Class A Stock underlying non-qualified
     stock  options  that were granted pursuant to the Company's Long-Term Stock
     Incentive Plan, as amended (the "Plan"). 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 Plan, the vesting of stock options accelerates in the event of a change
     of  control,  as  defined  in  the  Plan.

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

(3)  This  option  has  become  fully  exercisable.

(4)  This  option  vests  and  becomes  fully exercisable on September 26, 2005,
     unless  it  becomes  exercisable  on an earlier date as follows: (i) 50% of
     this  option  has  become  exercisable;  and (ii) the remaining 50% of this
     option  will  become  exercisable after the fair market value of a share of
     Class  A  Stock  has  been  at  least  $31.175 for fifteen (15) consecutive
     trading  days.


     The  following  table sets forth information regarding: (i) shares acquired
and  the  value  realized  upon  the  exercise  of  stock  options  by the Named
Executives  during  the fiscal year ended February 28, 2002; and (ii) the number
and  value  of  exercisable  and  unexercisable  stock options held by the Named
Executives  as  of  February  28,  2002.  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
                           SHARES                         UNEXERCISED OPTIONS                    OPTIONS
                          ACQUIRED                           AT FY-END (1)                      AT FY-END
                             ON          VALUE        ----------------------------     ----------------------------
NAME                      EXERCISE      REALIZED      EXERCISABLE    UNEXERCISABLE      EXERCISABLE   UNEXERCISABLE
----                      --------    -----------     -----------    -------------     -------------  -------------
                                                                                     
Richard Sands                 -              -         654,226         194,974         $  11,160,935   $ 2,004,296
Robert Sands                  -              -         636,693         169,707         $  11,059,218   $ 1,774,876
Alexander L. Berk           87,040    $ 1,575,620      385,600         123,360         $   6,260,853   $ 1,410,613
Peter Aikens               129,800    $ 1,129,011      146,826          93,374         $   1,979,346   $ 1,022,980
Thomas S. Summer           164,960    $ 2,350,763      113,700         108,940         $   1,501,163   $ 1,175,784
---------------------

(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.  The  Human  Resources Committee is
composed  of Jeananne Hauswald, Thomas McDermott and Paul Smith, each of whom is
a  non-employee  director.

     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  2002  was  the Company's
adjusted  operating  income for fiscal 2002 as compared to that set forth in its
fiscal  2002  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 Mercer
Human  Resource  Consulting,  Inc., 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  2002  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  55%  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 2002, 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 that
contemplated  by, 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, among others, stock options, stock appreciation rights
and restricted stock are available for grant under the Company's Long-Term Stock
Incentive  Plan  and  Incentive Stock Option Plan. Awards have been primarily in
the  form  of  non-qualified stock options granted under the Company's Long-Term
Stock Incentive Plan. These arrangements balance 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 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  non-qualified  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  2002,  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 exercise prices
of  all  the  stock  options  awarded  were  equal  to  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  2002,  the  compensation of Richard Sands, the Company's
Chief  Executive  Officer, was based on a variety of factors, as noted above. In
this regard, the Human Resources Committee considered the Company's performance,
as  well  as  Mr.  Sands'  individual performance. In addition, the compensation
packages of chief executive officers of certain comparable companies selected by
Mercer  Human Resource Consulting, Inc. 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  2002 was a
percentage  of  his  base  salary  based upon the Company's fiscal 2002 adjusted
operating  income  as  compared  to  that set forth in the Company's fiscal 2002
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, 2002, Richard Sands received a bonus of $819,390,
130%  of  his salary.  As noted elsewhere in this Proxy Statement, during fiscal
2002,  Mr. Sands also received stock options to purchase up to 163,200 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).

     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 2002, 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  1998,  1999,  2000, 2001 and 2002, the cumulative total
stockholder  return  of  the Company's Class A Stock and Class B Stock, with the
cumulative total return of the S&P MidCap 400 Index, the Russell 2000 Index (see
footnote  (1) to the graph) and a peer group index comprised of companies in the
beverage  industry  (the  "Selected  Peer Group Index") (see footnote (2) to the
graph).  The graph assumes the investment of $100.00 on February 28, 1997 in the
Company's  Class  A  Stock, Class B Stock, the S&P MidCap 400 Index, 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]



                               1997     1998     1999     2000     2001     2002
                            -------  -------  -------  -------  -------  -------
                                                       
STZ                         $100.00  $181.30  $173.58  $159.35  $207.64  $353.50
STZ.B                        100.00   168.42   154.89   147.37   192.48   320.84
Peer Group Index             100.00   118.75   127.97    99.40   124.55   134.04
Russell 2000 Index           100.00   129.95   111.58   166.56   138.51   138.98
S&P MidCap 400 Index         100.00   136.52   139.42   182.63   198.93   190.13



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

(1)  The Company  has  historically  compared  its  performance  to that of  the
     Russell  2000  Index.  The Company has determined that a better measure for
     comparison  purposes  would be  the S&P MidCap 400 Index, as opposed to the
     Russell  2000  Index  or   Russell  1000  Index,  because  the   investment
     characteristics  of  the companies in the S&P MidCap 400 Index more closely
     match those of the Company. During the fiscal year ended February 28, 2002,
     as  a  result of the Company's increased market capitalization, the Company
     moved  from  the Russell 2000 Index to the Russell 1000 Index. In addition,
     the  Company recently became a member of the S&P MidCap 400 Index, which is
     comprised  of  companies  of  comparable  market  capitalization.

(2)  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;  LVMH Moet Hennessy Louis Vuitton; The
     Robert  Mondavi  Corporation    (Class  A  Shares);   PepsiCo,  Inc.;   and
     PepsiAmericas,  Inc.


     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 amount of the
bonus paid to him for the immediately preceding 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  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 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.


     In  April  2002,  Peter  Aikens,  President  and Chief Executive Officer of
Matthew  Clark  plc,  retired from his employment with Matthew Clark. Consistent
with  the  terms  of  Mr.  Aikens'  service  agreement  with  the Company and in
recognition  of  his  service  and  his  undertakings, among others, to assure a
smooth  transition  of  his  duties  and  responsibilities  and  to refrain from
engaging  in  certain  activities  competitive  with the Company's business, the
Company and Mr. Aikens entered into an agreement relating to his retirement from
Matthew  Clark.  In  accordance  with  the  agreement,  Mr. Aikens will serve as
Non-Executive  Chairman  of  Matthew  Clark  through April 30, 2004, and will be
available  to  provide  consulting services when needed through such date. Under
the  agreement,  the Company  paid to  Mr. Aikens (pound) 151,008 (equivalent to
$220,170,  based on  the  exchange rate on his date of retirement (the "Exchange
Rate")), which represents an amount equivalent to Mr. Aikens' target bonus award
for  the  bonus year ended February 28, 2003. In addition,for one year following
the date of his retirement, and provided Mr. Aikens continues to comply with the
terms  set  forth  in  the  agreement  , the Company will pay him (pound) 33,363
(equivalent to $48,643, based on the Exchange Rate) each month for that year and
will  permit  him  to  continue  to  participate, through April 30, 2003, in the
Company's  private health insurance arrangements on the same basis as during his
employment.  Further,  upon  Mr.  Aikens'  compliance  with certain terms of the
agreement,  on  March  30, 2003, the Company will (i) pay him the sum of (pound)
400,352  (equivalent  to  $583,713, based on the Exchange Rate) (representing an
amount  equivalent  to his 12 months' salary, pension contributions and benefits
excluding  private  medical  insurance), (ii) pay him the sum of (pound) 151,008
(equivalent  to  $220,170,  based  on the Exchange Rate) (representing an amount
equivalent  to  Mr. Aikens' target bonus award for the bonus year ended February
29,  2004),  and  (iii) permit him to continue to participate, through April 30,
2004,  in  the Company's private health insurance arrangements on the same basis
as  during  his  employment.


     The  son  of  Peter  Aikens  has an equity interest in Harold Whitehead and
Partners,  which  provides  consulting services to Matthew Clark on an as needed
basis.  Over  the  course  of  the last year, approximately $469,193 was paid to
Harold  Whitehead  and  Partners  for  services  rendered  to  Matthew  Clark.

     Agustin  Francisco  Huneeus  ("Mr.  Huneeus")  is  the  President and Chief
Executive  Officer  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. The
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
the  Huneeus  Interests  pursuant to these transactions and arrangements totaled
approximately  $4,790,300  for  the  last fiscal year. Payments from the Huneeus
Interests  to   Franciscan  for  certain  wine   processing   services   totaled
approximately  $354,349  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 2002, and the trust reimburses the Company for the portion of
the  premium  equal  to  the  "economic benefit" to Marilyn Sands, calculated in
accordance  with  the  United  States  Treasury  Department rules then in effect
($25,236  for  fiscal  2002). The Policy is a joint life policy payable upon the
death  of  Marilyn Sands, as the survivor of the two insureds, 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 indebtedness to the Company out of
such  proceeds  as  described  below),  if  they survive Marilyn Sands. From the
inception  of the agreement through the end of fiscal 2002, the Company has paid
aggregate  premiums,  net of reimbursements, of $2,382,327. 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 Marilyn Sands 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 2002, with respect to leasing these cars, the Company
made payments to this limited partnership in the amount of $30,797.  The Company
expects to continue its present relationship with the limited partnership during
fiscal year 2003.

     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 $38,035 (exclusive  of  employee  reimbursed  expenses).


     In  September  2001,  R,  R,  M  &  C  Partners, L.L.C., a Missouri limited
liability  company  ("RRM&C")  and  M,  L, R & R, a New York general partnership
("MLR&R"),  both  of which are affiliates of the Sands family, sold an aggregate
of  4,300,000  shares  of  Class A Common Stock in a registered public offering.
Substantially  all  of  the  equity interest of RRM&C is indirectly beneficially
owned by Marilyn Sands, Richard Sands, Robert Sands and CWC Partnership-I, a New
York  general  partnership  ("CWCP-I").  Richard  Sands and Robert Sands are the
managing  partners  of  CWCP-I. The general partners of MLR&R are Richard Sands,
Robert Sands, CWCP-I, the Marvin Sands Master Trust (of which Marilyn Sands is a
trustee  and Richard Sands and Robert Sands are trustees and beneficiaries), and
Andrew  Stern  (the  brother-in-law  of  Richard  Sands  and  Robert  Sands). In
connection with this offering, the Company provided customary indemnification to
the  selling  stockholders  and has been reimbursed for its expenses incurred in
connection  with  the  offering.  In



addition, as part of this offering, the Company sold 645,000 shares of its Class
A  Stock  as  a  result  of the underwriter's exercise of its option to purchase
these  shares  at  the public offering price less the underwriting discount, for
the  purpose  of  covering  over-allotments.


     George  Bresler, a director of the Company, is a partner of the law firm of
Kurzman  Eisenberg  Corbin  Lever  &  Goodman,  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
$264  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 2002 were complied with in a timely
fashion,  with three exceptions. Each of R, R, M & C Group, L.P. and R, R, M & C
Management  Corporation  inadvertently filed a report one month late, where each
reported  the same transaction, and Jon Moramarco inadvertently filed one report
late,  where he reported one transaction involving a small  number of shares  of
the Company.


                          STOCK OWNERSHIP OF MANAGEMENT


     The  following  table  and notes thereto set forth, as of May 31, 2002, the
beneficial  ownership  of  Class  A  Stock  and  Class  B Stock by 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  or  her and the
percentages  of  ownership  are  calculated on the basis of 77,115,176 shares of
Class A Stock and 12,099,090 shares of Class B Stock outstanding as of the close
of business on May 31, 2002.






                                  -------------------------------------------------------------------------------
                                                   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                       496,090 (3)       747,653 (3)      1.6% (3)      8,384,188 (3)    69.3% (3)
Robert Sands                        564,618 (3)       698,186 (3)      1.6% (3)      8,381,368 (3)    69.3% (3)
Alexander L. Berk                     7,040           446,240           *                 -             *
Peter Aikens                           -              119,653           *                 -             *
Thomas S. Summer                      8,708 (4)       165,560           *                 -             *
James A. Locke III                    7,216            24,000           * (5)              132          *
George Bresler                        3,020            12,000           *                 -             *
Jeananne K. Hauswald                  3,020            24,000           *                 -             *
Paul L. Smith                         4,020            12,000           *                 -             *
Thomas C. McDermott                   3,020            48,000           *                 -             *

All Executive Officers and
Directors as a Group
(15 persons) (6)                    820,820         2,996,625          4.8% (6)     11,335,616        93.7%
---------------------

*    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, 2002 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,  2002  due to certain acceleration provisions in certain
     awards,  which  accelerations  cannot be foreseen on the date of this Proxy
     Statement.

(3)  Includes  shares  in  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. Summer shares the  power  to vote  and dispose of 3,392 shares with his
     spouse.

(5)  Assuming  the  conversion  of  Mr. Locke's 132 shares of Class B Stock into
     Class  A  Stock,  Mr. Locke would beneficially own 31,348 shares of Class A
     Stock,  representing  less than one percent (1%) of the outstanding Class A
     Stock after such conversion.



(6)  This  group  consists  of  the  Company's  current  executive  officers and
     directors;  therefore,  Mr. Aikens is not included in this group.  Assuming
     the  conversion  of  a  total  of  11,335,616  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  15,153,061 shares of Class A Stock, representing 16.6% 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 77, has been engaged in the practice of law since 1957.  Since
1992, Mr. Bresler has been  a partner of  the  law  firm  of  Kurzman  Eisenberg
Corbin Lever & Goodman, LLP, and  its  predecessor firms, in New York, New York.
Mr. Bresler provides legal services to the  Company.

JEANANNE K. HAUSWALD                                         DIRECTOR SINCE 2000
--------------------
Ms. Hauswald, age 58, 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 to 1993 and Vice President and Treasurer from  1993 to 1998.  Ms.  Hauswald
currently  serves on the Board of Directors of Thomas & Betts Corporation and is
the  Chairman  of  its  Audit  Committee.

JAMES A. LOCKE III                                           DIRECTOR SINCE 1983
------------------
Mr.  Locke, age 60, 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 at another law firm in Rochester,  New  York.

THOMAS C. MCDERMOTT                                          DIRECTOR SINCE 1997
-------------------
Mr.  McDermott,  age  65,  is  Chairman of GPM Associates, LLP (formerly, 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 51, 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  44,  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 Chief Executive Officer, International from December
1998  through  April 2000, as Executive Vice President from October 1993 through
April 2000, as General Counsel from June 1986 to May 2000, and as Vice President
from June 1990 through October 1993.  He is the brother of Richard Sands.

PAUL L. SMITH                                                DIRECTOR SINCE 1997
-------------
Mr.  Smith,  age  66,  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  3,020  shares, which was valued at the time of the award to be approximately
$35,000  for  the two-year period. Subject to applicable provisions in the award
document,  fifty percent (50%) of the restricted stock vested on August 31, 2001
and  fifty  percent  (50%) of the restricted stock will vest on August 31, 2002.
George  Bresler,  Jeananne  K. Hauswald, James A. Locke III, Thomas C. McDermott
and  Paul  L.  Smith  qualify for such payments. During fiscal 2002, the Company
awarded  a stock option to purchase up to 12,000 shares of Class A Stock to each
of  the  non-employee  directors,  Ms.  Hauswald  and  Messrs.  Bresler,  Locke,
McDermott  and  Smith,  at  an  exercise  price  of $20.50 per share and with an
exercise  period  of March 27, 2002 through September 26, 2011. 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 is
scheduled  to  consider director compensation at its June 2002 board meeting, at
which  time  the  compensation  paid  to  directors  may  be  modified.

THE BOARD OF DIRECTORS AND COMMITTEES OF THE BOARD

     The  Board  of  Directors  of  the Company held six (6) meetings during the
Company's  fiscal  year ended February 28, 2002.  The standing committees of the
Board  are  the  Audit  Committee,  Corporate  Governance  Committee  and  Human
Resources  Committee.  During  fiscal  2002,  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 operates under a written charter that was
approved  by  the  Company's  Board  of  Directors and which was attached to the
Company's  proxy statement dated June 15, 2001. This Committee 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 five (5) meetings during
fiscal 2002.

CORPORATE GOVERNANCE COMMITTEE.  The Corporate Governance Committee is currently
composed  of  James  A. Locke III (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  one  (1)  meeting  during  fiscal  2002.  The  Corporate
Governance  Committee  will consider nominations by stockholders of the Company.
Those nominations 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, New York  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 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 is responsible for
evaluating  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  2002.

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 public accountants, 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 public accountants 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  public  accountants.

     In  connection  with  the  preparation  and  filing of the Company's Annual
Report  on  Form  10-K  for  the  fiscal year ended February 28, 2002, the Audit
Committee 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 public accountants with respect to the
fiscal  year  ended  February  28, 2002, the matters required to be discussed by
Statement  on  Auditing Standards No. 61 (Codification of Statements on Auditing
Standards, AU Sec. 380).

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



     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, 2002 for filing with the Securities and Exchange
Commission.

                                               AUDIT COMMITTEE

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

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 to be 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 to
be  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
                                 --------------

                    PROPOSED AMENDMENT TO AND RESTATEMENT OF
               THE COMPANY'S RESTATED CERTIFICATE OF INCORPORATION

GENERAL

     The Board of Directors of the Company has approved, subject to the approval
of  the  stockholders of the Company, a Restated Certificate of Incorporation of
the  Company (the "Proposed Certificate"). The Proposed Certificate would effect
two changes: (a) an increase in the number of authorized shares of Class A Stock
to 275,000,000 shares, and (b) an increase in the number of authorized shares of
Class  B  Stock  to  30,000,000  shares.  As  a  result  of these increases, the
aggregate  number  of  authorized  shares  of  the Company would be increased to
306,000,000  shares.  No  other  change  to  the  Company's  existing   Restated
Certificate  of Incorporation (the "Restated Certificate") would result from the
Proposed  Certificate.

     The  Restated  Certificate  currently  authorizes  the  Company to issue an
aggregate  of  141,000,000  shares,  consisting of 120,000,000 shares of Class A
Stock,  20,000,000  shares  of  Class B Stock, and 1,000,000 shares of Preferred
Stock  having  a  par  value  of  $.01  per share. The Proposed Certificate will
increase the number of authorized shares of Class A Stock by 155,000,000 shares,
the  number  of  shares of Class B Stock by 10,000,000 shares, and the aggregate
number  of  authorized  shares  by  165,000,000  shares.  If  approved  by   the
stockholders of the Company at the Meeting, the Proposed Certificate will become
effective  when  it  is  filed  with  the  Delaware  Secretary  of  State.



     The Board of Directors has recommended that the stockholders of the Company
approve  the Proposed Certificate. This approval would consist of two parts that
would  be  voted  on  separately  at  the  Meeting:  an approval of the proposed
increase  in the number of authorized shares of Class A Stock and an approval of
the  proposed  increase  in  the  number  of authorized shares of Class B Stock.

REASONS FOR INCREASING THE NUMBER OF SHARES

     The availability of an adequate supply of authorized and unissued shares of
Class  A  Stock  and  Class  B  Stock  provides  the Company with flexibility in
utilizing  the  shares  for  future  stock  dividends and other proper corporate
purposes,  including acquisitions, equity financings, other stock distributions,
and  grants  of  options  and  other  stock  rights,  all as deemed necessary or
advisable  by  the Board of Directors. The availability of additional shares for
such purposes without the expense and delay of a special meeting of stockholders
(except  as  may  be required by applicable law, regulations or the rules of any
stock exchange or other market system on which the Company's securities may then
be  listed)  will  be  beneficial  to  the  Company  by  providing  it  with the
flexibility  required  to  consider and respond to future business opportunities
and  needs  as  they  arise.

     Except  for  the  issuance  of  Class A Stock (i) pursuant to the Company's
stock-based  plans  and  outstanding  options/rights under those plans, and (ii)
upon  the  conversion  of  shares  of Class B Stock (shares of Class B Stock are
convertible  into  shares  of Class A Stock on a one-to-one basis at any time at
the  option  of  the  holder), the Company has no present plans, understandings,
agreements  or  arrangements  for the issuance of any shares of Class A Stock or
Class  B  Stock. If the Board of Directors deems it in the best interests of the
Company  and  the  stockholders  to  issue additional shares of Class A Stock or
Class B Stock in the future, the Board would not generally seek further approval
of  the  stockholders  unless  such  approval  is  required  by  applicable law,
regulations or rules.

VOTES REQUIRED

     The adoption of Proposal No. 2 to approve the Proposed Certificate requires
two separate votes: one vote to approve the increase in the number of authorized
shares  of  the  Company's  Class A Stock from 120,000,000 shares to 275,000,000
shares  and  another  vote  to  approve the increase in the number of authorized
shares  of  the  Company's  Class  B  Stock from 20,000,000 shares to 30,000,000
shares. Each approval requires the affirmative vote of the holders of a majority
of  all  outstanding  shares of Class A Stock and Class B Stock entitled to vote
thereon.  With  respect  to  each approval, holders of Class A Stock and Class B
Stock will vote together 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 increases in the number of authorized shares of Class
A  Stock and Class B Stock are interdependent, and the Restated Certificate will
not  be  amended  and  restated  unless the requisite vote for both approvals is
obtained.


     The  Board  of  Directors  recommends  that  the  stockholders  approve the
Proposed  Certificate  by  approving  both  (a)  the  increase  in the number of
authorized  shares  of  the  Company's  Class A Stock from 120,000,000 shares to
275,000,000  shares,  and (b) the increase in the number of authorized shares of
the  Company's  Class  B  Stock  from  20,000,000  shares  to 30,000,000 shares.
Accordingly,  the Board of Directors recommends that you vote FOR both approvals
required  to adopt 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  both  approvals and, therefore, FOR the Proposed Certificate.




                                 PROPOSAL NO. 3
                                 --------------

                  RE-APPROVAL OF LONG-TERM STOCK INCENTIVE PLAN

     On  July  22, 1997, the Company's stockholders approved, in accordance with
Section  162(m)  of  the  Internal  Revenue  Code, the Company's Long-Term Stock
Incentive  Plan  (as  amended by Amendments One through Four thereto, the "Stock
Plan"),  which  amended  and  restated  the  Company's stock option plan then in
effect.  The  purpose  of  the  Stock  Plan  is  to  provide  the  Company  with
flexibility  to attract and retain valued employees and directors and to provide
them  with  incentives  to  maintain   and   enhance  the  Company's   long-term
performance,  thereby  aligning  their  interests  with  those  of the Company's
stockholders.

     Section  162(m)  and  its  related  regulations,  require that stockholders
approve  the  material terms of incentive compensation plans every five years if
the Company has the ability to change



performance  targets  from  year  to year. Accordingly, under this proposal, the
Company's stockholders are being asked again to approve the Stock Plan.

     The  following  discussion summarizes certain provisions of the Stock Plan.
This  summary does not purport to be complete and is subject to and qualified in
its  entirety  by  reference to the full text of the Stock Plan, which was filed
electronically  with  the  Securities  and Exchange Commission as an appendix to
this  Proxy  Statement, but is not included in the printed version of this Proxy
Statement. A copy of the Stock Plan is available from the Company's Secretary at
300 WillowBrook Office Park, Fairport, New York 14450.

SUMMARY OF TERMS


     Awards under the Stock Plan may consist of any combination of non-qualified
stock  options, stock appreciation rights, restricted stock or other stock-based
awards  (collectively,  "Awards").  As  used in this Proxy Statement, the phrase
"Other  Stock-Based  Awards"  means  all  Awards other than stock options, stock
appreciation  rights and restricted stock. The aggregate number of shares of the
Company's  Class  A  Stock  available  for  Awards  under  the  Stock  Plan   is
28,000,000 shares.  Non-qualified options to purchase 12,638,057 shares of Class
A  Stock were  outstanding under the Stock Plan on May 31, 2002 and rights with
respect to 5,755,379  shares  were then available for grant. Any Awards  granted
pursuant  to  the  Stock Plan  are automatically adjusted to prevent dilution or
enlargement in the  event  of  any  stock  dividend, stock split, reorganization
or other  event  affecting  the  Class  A Stock. The market value of the Class A
Stock as of June 18, 2002 was $28.40 per share.


     The  Stock  Plan  is  administered  by the Human Resources Committee of the
Company's  Board  of  Directors.  The Human Resources Committee may delegate its
authority  to  others  as  provided  in  the Stock Plan, and the entire Board of
Directors  may  act  as  the Committee, as defined in the Stock Plan. As used in
this section, the term "Committee" means (i) the Human Resources Committee, (ii)
a  delegate acting under the authority of the Human Resources Committee or (iii)
the  entire  Board of Directors acting as the Committee, as defined in the Stock
Plan,  as  applicable.  Under  the  Stock  Plan,  the  Committee is charged with
responsibility for selecting the participants and for determining the number and
type  of Awards to be granted to each participant, the timing of the Awards, and
any  other  terms  and  conditions  applicable  to  the  Awards.


     The  persons  who  are  eligible  to  participate in the Stock Plan include
directors  and  employees   (including  officers)   of   the  Company  and   its
subsidiaries. Five non-employee directors and approximately 5,140 employees  are
eligible to participate in the Stock Plan; however, only directors and employees
selected  by  the  Committee  will  be  granted  Awards  under  the  Stock Plan.
Outstanding  non-qualified  options  granted under the Stock Plan are, as of May
31, 2002, held by approximately 1,020 employees.


     The Stock Plan may be amended, modified or terminated by the Committee from
time  to time.  No amendment, modification or termination of the Stock Plan will
be effective without stockholder approval if such approval is required under any
applicable  law,  rule  or  regulation.  The  exercisability  of  any Award will
terminate  if  the  Committee  determines  that  the  participant  is engaged in
competition  with  the  Company or has been terminated for "cause" as defined in
the Stock Plan.

     The  following  table  sets  forth  the  aggregate  number of stock options
granted  under  the  Stock Plan to certain individuals and groups of individuals
during the fiscal year ended February 28, 2002 and the subsequent period through
the  date  of  this  Proxy  Statement:






                                                     FISCAL YEAR ENDED     PERIOD FROM MARCH 1, 2002
INDIVIDUAL OR GROUP OF INDIVIDUALS                   FEBRUARY 28, 2002      THROUGH JUNE 20, 2002
---------------------------------------------        -----------------     -------------------------
                                                                             
Richard Sands,
  Chairman of the Board, President and
  Chief Executive Officer                                 163,200                     -
Robert Sands,
  Group President                                         136,000                     -
Alexander L. Berk,
  President and Chief Executive Officer
  of Barton Incorporated                                   84,000                     -
Peter Aikens,
  President and Chief Executive Officer
  of Matthew Clark plc                                     68,400                     -
Thomas S. Summer,
  Executive Vice President and Chief
  Financial Officer                                        84,400                     -

All Executive Officers, as a Group
  (10 persons) (1)                                        872,000                  150,000
All Directors who are not Executive Officers,
  as a Group (5 persons)                                   60,000                     -
All employees other than Executive Officers,
  as a Group                                            4,183,100                  989,700
--------------------------------------

(1)  This group consists of the Company's current executive officers; therefore,
     Mr. Aikens is not included in this group.



     COVERED EMPLOYEE RESTRICTIONS. There are special rules under the Stock Plan
relating  to  the  Chief  Executive  Officer of the Company, the four other most
highly  compensated executive officers of the Company and such other officers of
the  Company  as  the  Committee  may designate (the "Covered Employees"). These
provisions are necessary for the Stock Plan to comply with Section 162(m) of the
Internal  Revenue  Code. The aggregate fair market value of any restricted stock
granted  to  any  individual  Covered Employee in any fiscal year may not exceed
$2.5  million,  and the aggregate fair market value of Other Stock-Based Awards,
discussed  below,  granted to any individual Covered Employee in any fiscal year
may  not  exceed  $2.5 million. Also, no individual Covered Employee may receive
Awards  in  any  fiscal  year relating to a number of shares of Class A Stock in
excess of 2.5% of the number of shares of  Class A Stock outstanding on June 27,
1997.

     STOCK OPTIONS.  Under the Stock Plan, the Committee may grant Awards in the
form  of  non-qualified  options  to  purchase  shares  of  Class  A Stock.  The
Committee will, with regard to each stock option, determine the number of shares
subject  to  the  option,  the  manner and period during which the option may be
exercised  and  the  exercise  price  per  share  of stock subject to the option
(which,  except  in  the  case  of  Covered Employees, may be less than the fair
market value of the Class A Stock on the date of the grant).  The exercise price
of  stock  options granted to Covered Employees must be equal to or greater than
the  fair  market  value  of  the  Company's Class A Stock on the date the stock
option  is granted.  Unless otherwise determined by the Committee, stock options
will  become exercisable 20% per year on each of the first five anniversaries of
the  grant;  however,  they  become  immediately  exercisable  upon  a change of
control.  The  Committee has fixed the terms of recently granted options



so that they automatically and fully vest after four years but may vest earlier,
in whole or in part, based on increases in the market value of the Class A Stock
over  a specified period of time. Upon exercise, the option price may be paid in
cash,  shares  of  Class  A  Stock,  a  combination   thereof,  or   such  other
consideration  as  the  Committee  may  deem  appropriate. While incentive stock
options  were at one time permitted to be granted under the Stock Plan, they are
no longer permitted to be granted under it. No incentive stock options were ever
granted  under  the  Stock  Plan.

     STOCK  APPRECIATION  RIGHTS.  The  Stock  Plan  authorizes the Committee to
grant  SARs  either  in  tandem  with  a  stock option or independent of a stock
option.  An  SAR is a right to receive a payment equal to the difference between
the  fair  market  value  of  a  share  of  Class A Stock on the date the SAR is
exercised  and the SAR's reference price.  A tandem SAR may be granted either at
the  time  of  the  grant  of the related stock option or at any time thereafter
during  the  term  of  the  stock  option.  Unless  otherwise  determined by the
Committee, an SAR will become exercisable 20% per year on each of the first five
anniversaries  of the grant; however, they become immediately exercisable upon a
change  of  control.  The  reference  price  of  an  SAR  will  be  fixed by the
Committee,  but  the  reference  price  of a tandem SAR must be no less than the
exercise  price  of  its  related stock option and the reference price of an SAR
granted  to  a  Covered Employee must equal or exceed the fair market value of a
share  of  Class A Stock on the date of the grant.  Upon the exercise of a stock
option  as  to  some  or  all of the shares covered by a tandem SAR, the related
tandem SAR will automatically expire in accordance with the terms and conditions
specified  in  the  grant.

     RESTRICTED STOCK AWARDS.   The Stock Plan authorizes the Committee to grant
Awards  in  the form of restricted shares of Class A Stock.  Such Awards will be
subject  to such terms, conditions, restrictions, and/or limitations, if any, as
the  Committee  deems appropriate, including restrictions on transferability and
continued  employment.  The  terms  and  conditions  will  include  one  or more
performance  criteria and performance targets for Covered Employees if the grant
is  intended  to comply with Section 162(m) of the Internal Revenue Code and may
contain  such  criteria  and  targets  under  other  circumstances and for other
participants.

     OTHER STOCK-BASED AWARDS.   The Committee may make Other Stock-Based Awards
under  the  Stock  Plan.  The  Other  Stock-Based Awards will be subject to such
terms, conditions and limitations as the Committee deems appropriate, which will
include  one  or  more  performance criteria and performance targets for Covered
Employees if the grant is intended to comply with Section 162(m) of the Internal
Revenue Code and may contain such criteria and targets under other circumstances
and  for  other  participants.

     PERFORMANCE CRITERIA AND TARGETS.   For  each  restricted  stock award  and
Other Stock-Based Award to Covered  Employees  under the  Stock Plan intended to
comply  with  Section  162(m)  of  the Internal Revenue Code, the Committee will
establish  specific annual performance targets for performance periods of one or
more  years (or partial years).  The performance targets will be based on one or
more  of  the  following  business  criteria:  fair  market value of the Class A
Stock,  shareholder value added, cash flow, earnings per share, EBITDA (earnings
before interest, taxes, depreciation and amortization), return on equity, return
on capital, return on assets or net assets, cost reduction or control, operating
income  or net operating income, operating margins/sales in one or more business
segments  or  product lines, return on operating revenue, market share in one or
more  business  segments  or  product  lines,  or  on  any  combination thereof.
Performance  targets  must  be established while the performance relative to the
target  remains  substantially uncertain within the meaning of Section 162(m) of
the  Internal  Revenue Code.  Concurrently with the selection of the performance
targets,  the  Committee  must  establish  an  objective formula or standard for
calculating  the  maximum Award granted to each Covered Employee.  The Committee
may  adjust  performance  targets  to  take  into  account  extraordinary  items
affecting the Company, as defined in the Stock Plan.  While the



Committee  has  no  authority  to  make  upward adjustments to Awards to Covered
Employees, it may in its discretion make such adjustments with respect to Awards
to other employees.

     Covered Employees who are designated by the Committee as participants for a
given  performance  period  shall only be entitled to receive payments of Awards
for  such  period  to  the extent that the pre-established objective performance
targets  set  by  the  Committee for such period are attained.  With regard to a
particular  performance  period, the Committee will have the discretion, subject
to  the  Stock Plan's terms, to select the length of the performance period, the
type(s) of performance criteria to be used, the performance targets that will be
used to measure performance for the period and the performance formula that will
be  used to determine what portion, if any, of the Award has been earned for the
period.  Such  discretion  shall be exercised by the Committee in writing within
the  time  prescribed by Section 162(m) of the Internal Revenue Code (generally,
the first 90 days of the performance period) and performance for the period will
be  measured  by  the  Committee  following  the  end of the performance period.

CERTAIN U.S. FEDERAL INCOME TAX CONSEQUENCES

     A  participant  who  receives a non-qualified stock option will not realize
income  upon  the  grant  of  the option.  The participant will realize ordinary
income  at  the time of exercise of non-qualified stock options in the amount of
the difference between the exercise price and the fair market value of the Class
A  Stock on the date of exercise multiplied by the number of shares with respect
to  which the option is exercised.  The Company is entitled to a deduction equal
to  the  amount  of  such  income  at  the  time  such income is realized by the
participant.

     With  respect to SARs, participants will not realize any income at the time
of  grant.  Upon  exercise,  any  cash received and the fair market value on the
exercise  date  of  any  shares  received will constitute ordinary income to the
participant.  The  Company will be entitled to a deduction in the amount of such
income  at  the  time  such  income  is  realized  by  the  participant.

     Participants  who  receive  grants  of  restricted stock should not realize
income  at the time of grant, assuming the restrictions constitute a substantial
risk  of  forfeiture  for  federal  income tax purposes.  When such restrictions
lapse,  the  participants  will receive taxable income in an amount equal to the
then  fair  market  value  of  the  Class  A  Stock.   The  federal  income  tax
consequences  of  Other  Stock-Based  Awards  will  depend on the type of Award.
Generally, a participant who receives a stock-based award in the form of a right
to receive Company stock will recognize ordinary income equal to the fair market
value  of  the  stock  when  the  stock is received by the participant and is no
longer subject to a substantial risk of forfeiture.  In either case, the Company
will  be  entitled  to  a  deduction  of  such amounts at the time the income is
realized.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS


     The  following  table  sets forth information with respect to the Company's
compensation  plans  under  which  its  equity  securities  may be issued, as of
February  28,  2002.  The equity compensation plans approved by security holders
include  the  Company's  Long-Term  Stock Incentive Plan, Incentive Stock Option
Plan  and  1989  Employee Stock Purchase Plan. The equity compensation plans not
approved  by security holders include the Company's UK Sharesave Scheme (the "UK
Plan").  Under  the  UK Plan, 2,000,000 shares of Class A Stock may be issued to
eligible United Kingdom employees and directors of the Company in offerings that
typically  extend  from  three  to  five  years. Under the terms of the UK Plan,
participants  may  purchase  shares  of Class A Stock at the end of the offering
period  through  payroll deductions made during the offering period. The payroll
deductions  are  kept  in interest bearing accounts until the participant either
exercises  the option at the end of the offering or withdraws from the offering.
The  exercise  price for each offering is fixed at the beginning of the offering
by  the  committee  administering  the  plan  and may be no less than 80% of the
closing  price  of  the  stock  on  the  day  the  exercise price is fixed. If a
participant  ceases to be employed by the Company, that participant may exercise
the option during a period of time specified in the UK Plan or may withdraw from
the offering.








                              EQUITY COMPENSATION PLAN INFORMATION
--------------------------------------------------------------------------------------------------
                                (a)                     (b)                         (c)
                                                                           NUMBER OF SECURITIES
                         NUMBER OF SECURITIES                             REMAINING AVAILABLE FOR
                          TO BE ISSUED UPON       WEIGHTED-AVERAGE         FUTURE ISSUANCE UNDER
                             EXERCISE OF          EXERCISE PRICE OF      EQUITY COMPENSATION PLANS
                         OUTSTANDING OPTIONS,    OUTSTANDING OPTIONS,      (EXCLUDING SECURITIES
    PLAN CATEGORY        WARRANTS AND RIGHTS     WARRANTS AND RIGHTS      REFLECTED IN COLUMN (a))
---------------------    --------------------    --------------------    -------------------------
                                                                       

Equity compensation
plans approved by
security holders            12,477,808                $ 14.12                   13,227,354

Equity compensation
plans not approved by
security holders                  -                       -                      2,000,000

Total                       12,477,808                $ 14.12                   15,227,354
--------------------------

(1)  There  are  currently two ongoing offerings under the UK Plan. The exercise
     prices  for  shares that may be purchased at the end of these offerings are
     $12.6093 and $14.21, respectively.  The number of options outstanding  that
     represent  the  right to purchase shares at the end of the offerings is not
     determinable because the exchange rate is not known and because the Company
     cannot predict the level of participation by employees during the remaining
     term of the offerings.




REASONS FOR RE-APPROVAL

     The  Board  of  Directors  believes  that  it  is desirable and in the best
interests of the Company and its stockholders to provide employees and directors
with  incentives  to  maintain  and enhance the Company's long-term performance.
The  Stock Plan provides the Committee with alternate types of awards and serves
the  Company's interests by providing the Committee with discretion in selecting
the  participants,  the number, the type and the timing of Awards, and the terms
and conditions applicable to the Awards.  Re-approval of the Stock Plan is being
sought  to  preserve  the  Company's  ability  to  deduct  compensation  paid to
executives  in  excess  of  one  million  dollars  annually.

VOTE REQUIRED

     The adoption of Proposal No. 3 to re-approve the Stock Plan pursuant to the
requirements  of  Internal  Revenue Code Section 162(m) 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 will vote together 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  re-approve the
Company's  Long-Term  Stock Incentive Plan and, accordingly, recommends that you
vote  FOR  Proposal  No.  3.  Unless  otherwise  directed  therein,  the  shares
represented  by  your proxy, if properly executed and returned, and not revoked,
will  be  voted  FOR  such  proposal.



                                 PROPOSAL NO. 4
                                 --------------

                                 RE-APPROVAL OF
                        ANNUAL MANAGEMENT INCENTIVE PLAN


     On  July  22, 1997, the Company's stockholders approved, in accordance with
Section  162(m)  of  the  Internal Revenue Code, the Company's Annual Management
Incentive  Plan  (as  amended by Amendments One and Two, thereto, the "Incentive
Plan").  The  purpose  of the Incentive Plan is to enable the Company to attract
and  retain  valued  Company  employees  and to provide them  with incentives to
attain  certain  annual  financial  and performance goals. The Incentive Plan is
intended  to  satisfy the requirements for performance-based compensation within
the  meaning  of  Section  162(m)  of  the  Code.


     Section  162(m)  and  its  related  regulations,  require that stockholders
approve  the  material terms of incentive compensation plans every five years if
the  Company  has  the  ability to change performance targets from year to year.
Accordingly,  under  this  proposal,  the Company's stockholders are being asked
again to approve the Incentive Plan.

     The  following  discussion  summarizes  certain provisions of the Incentive
Plan.  This  summary  does  not  purport  to  be  complete and is subject to and
qualified  in  its entirety by reference to the full text of the Incentive Plan,
which was filed electronically with the Securities and Exchange Commission as an
appendix  to this Proxy Statement, but is not included in the printed version of
this  Proxy  Statement.  A  copy  of  the  Incentive  Plan is available from the
Company's  Secretary  at  300 WillowBrook Office Park, Fairport, New York 14450.

SUMMARY OF TERMS


     The Incentive Plan establishes a vehicle for the payment of cash bonuses to
participating  employees  and  tying  such  bonuses  to  the  performance of the
Company  with  respect  to  certain  financial  criteria.  The Incentive Plan is
administered  by  the  Human  Resources  Committee  of  the  Company's  Board of
Directors,  all  of  whom  are "outside directors" within the meaning of Section
162(m)  of  the  Internal  Revenue  Code  and not eligible to participate in the
Incentive  Plan.



     The Committee establishes specific annual performance targets corresponding
to  annual  performance  periods  for  each key employee who participates in the
Incentive  Plan.  The  performance  targets  are  based  on  one  or more of the
following business criteria: fair market value of the Class A Stock, shareholder
value  added,  cash  flow, earnings per share, EBITDA (earnings before interest,
taxes,  depreciation  and  amortization),  return  on equity, return on capital,
return  on  assets or net assets, cost reduction or control, operating income or
net  operating  income, operating margins/sales in one or more business segments
or  product  lines,  return  on  operating  revenue, market share in one or more
business  segments  or product lines, or on any combination thereof. Performance
targets  for  participants  who  are  subject  to Section 162(m) of the Internal
Revenue  Code  must  be established while the performance relative to the target
remains   substantially   uncertain  within  the  meaning  of  Section   162(m).
Concurrently  with  the selection of the performance targets, the Committee must
establish  an  objective  formula  or standard for calculating the maximum bonus
payable  to  each  participating  employee.



     The eligible persons under the Incentive Plan are certain key employees who
are  selected  by  the  Committee.  There  are  approximately  110 key employees
currently  participating  in  the  Incentive  Plan.



     The  following  table  sets  forth  the  payment  of cash bonuses under the
Incentive Plan to participating employees for the fiscal year ended February 28,
2002:








INDIVIDUAL OR GROUP OF INDIVIDUALS                                   DOLLAR VALUE
---------------------------------------------                       ------------
                                                                  
Richard Sands
  Chairman of the Board, President and
  Chief Executive Officer                                            $    819,390
Robert Sands
  Group President                                                    $    726,830
Alexander L. Berk
  President and Chief Executive Officer
  of Barton Incorporated                                             $    543,400
Peter Aikens
  President and Chief Executive Officer
  of Matthew Clark plc                                               $    401,092
Thomas S. Summer
  Executive Vice President and Chief
  Financial Officer                                                  $    377,520

All Executive Officers,
  as a Group (10 persons) (1)                                        $  3,828,216
All Directors who are not Executive Officers,
  as a Group (5 persons)                                                     -
All employees other than Executive Officers,
  as a Group                                                         $  8,852,426
--------------------------

(1)  This group consists of the Company's current executive officers; therefore,
     Mr. Aikens is not included in this group.




     Under the Incentive Plan, the maximum bonus any participating employee  may
receive  in  any  one  fiscal  year  is $2,000,000.  In addition to this overall
maximum,  the  Committee has sole discretion to determine whether payment of any
bonus  will  be deferred, subject in each case to the Incentive Plan's terms and
any  other  written  commitment  authorized by the Committee.  The Committee may
also  take  into  account  the  effects  of  any extraordinary items in a manner
consistent  with the determination of the original bonus.  All bonuses are to be
paid  in  cash  or  cash  equivalents.


     The  Incentive  Plan may be amended, modified or terminated, in whole or in
part,  by  the  Committee  from  time to time, but no amendment, modification or
termination  will be effective without Board and/or stockholder approval if such
approval is required to comply with the applicable rules under Section 162(m) of
the  Internal  Revenue  Code.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

     For  information  with  respect  to  the Company's compensation plans under
which its equity securities may be issued, see Proposal No. 3.

REASONS FOR RE-APPROVAL


     The  Board  of  Directors  believes  that  it  is desirable and in the best
interests  of  the  Company  and  its  stockholders to insure that the Company's
compensation  plans  comply with the requirements of Section 162(m). Re-approval
of  the  Incentive  Plan  is  being  sought to preserve the Company's ability to
deduct annual compensation in excess of one million dollars paid to participants
subject to Section 162(m). The Board further believes that the Incentive Plan is
consistent  with  the  Company's  existing policies that closely relate employee
compensation  to  the  Company's performance. The Incentive Plan also serves the
Company's  interests  by granting the Committee discretion both in selecting the
criteria  by  which  performance is to be measured and in determining the actual
amount  of each participating employee's bonus within the maximum limits imposed
pursuant  to  the  Incentive  Plan.




VOTE REQUIRED


     The adoption of Proposal No. 4 to re-approve the Incentive Plan pursuant to
the  requirements  of  Internal  Revenue  Code  Section  162(m)   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 will vote together 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 re-approve the
Company's Annual Management Incentive Plan and, accordingly, recommends that you
vote  FOR  Proposal  No.  4.  Unless  otherwise  directed  therein,  the  shares
represented  by  your proxy, if properly executed and returned, and not revoked,
will  be  voted  FOR  such  proposal.


                                 PROPOSAL NO. 5
                                 --------------

                   SELECTION OF INDEPENDENT PUBLIC ACCOUNTANTS

     The  firm  of  Arthur Andersen LLP, Certified Public Accountants, served as
the  independent  public  accountants  of  the Company for the fiscal year ended
February  28,  2002.  On  April  4, 2002, the Board of Directors of the Company,
based on the recommendation of its Audit Committee, determined to dismiss Arthur
Andersen  as  its independent public accountants and to engage KPMG LLP to serve
as  the  Company's  independent  public  accountants  for the fiscal year ending
February 28, 2003, effective upon the filing by the Company of its Annual Report
on Form 10-K for the fiscal year ended February 28, 2002 with the Securities and
Exchange  Commission.  As  contemplated, upon the filing of the Company's Annual
Report  on  Form  10-K  on May 21, 2002, each of Arthur Andersen's dismissal and
KPMG's  engagement  as  the  Company's  independent  public  accountants  became
effective. The selection of KPMG as the Company's independent public accountants
will  be presented to the stockholders for their ratification at the Meeting. If
the  stockholders  do  not approve the selection of KPMG, the Board of Directors
will  reconsider  its  choice.

     Arthur  Andersen's   reports  on  the  Company's   consolidated   financial
statements for each of the fiscal years ended February 28, 2002 and February 28,
2001 did not contain an adverse opinion or a disclaimer of opinion, and were not
qualified  or  modified as to uncertainty, audit scope or accounting principles.

     During  the fiscal years ended February 28, 2002 and February 28, 2001, and
the  subsequent interim period through May 21, 2002, there were no disagreements
between  the  Company and Arthur Andersen on any matter of accounting principles
or  practices,  financial  statement  disclosure, or auditing scope or procedure
which,  if  not  resolved  to  Arthur Andersen's satisfaction, would have caused
Arthur  Andersen  to   make   reference  to  the  subject  matter  of  any  such
disagreements  in  connection  with  its  reports  on the Company's consolidated
financial  statements  for  such  years.

     None  of  the  reportable  events  described  under  Item  304(a)(1)(v)  of
Securities  and  Exchange  Commission's   Regulation  S-K  occurred  during  the
Company's  fiscal  years  ended February 28, 2002 and February 28, 2001, and the
subsequent  interim  period  through  May  21,  2002.

     During  the  fiscal years ended February 28, 2002 and February 28, 2001 and
the  subsequent interim period through May 21, 2002, the Company did not consult
with KPMG with respect to the



application  of  accounting  principles  to  a  specified  transaction,   either
completed  or  proposed,  or the type of audit opinion that might be rendered on
the  Company's  consolidated  financial  statements,  or  any  other  matters or
reportable  events as described in Item 304(a)(2)(i) and (ii) of Regulation S-K.

     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, 2002 and for the
     review  of  the  financial  statements  included in the Company's quarterly
     reports  on  Form  10-Q  for  such  year  were  approximately  $494,000.

     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 2002
     fiscal  year.

     ALL  OTHER FEES: The aggregate fees billed by Arthur Andersen for all other
     services rendered to the Company during the Company's 2002 fiscal year were
     approximately  $1,235,000.  These  fees  consisted  primarily  of  fees for
     services  relating   to  acquisitions,   debt  and  equity  offerings,  tax
     compliance and statutory audits.

     The  Audit Committee reviewed and  determined  that the non-audit  services
provided by Arthur Andersen during the Company's 2002 fiscal year are compatible
with  maintaining  the  independence  of  such  auditors.

     A  representative  of  Arthur Andersen is not expected to be present at the
Meeting.  However, a  representative  of  KPMG  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  any  appropriate  questions.

VOTE REQUIRED

     The  adoption  of Proposal No. 5 to ratify the selection of KPMG LLP as the
Company's  independent  public  accountants  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 will vote together 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  KPMG LLP as the independent public accountants of the Company for
the fiscal year  ending  February 28, 2003 and, accordingly, recommends that you
vote  FOR  Proposal  No.  5.  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 2003 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  2003  Annual Meeting of Stockholders, such proposal must be received by the
Company no later than February 20, 2003.



     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  2003 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 20, 2003.



                              FINANCIAL INFORMATION

     The  Company  has  furnished  its  financial  statements to stockholders by
including  in  this  mailing  the  Company's 2002 Annual Report to Stockholders,
which  consists  of  its  Form  10-K for the fiscal year ended February 28, 2002
(excluding  the exhibits thereto) and its 2002 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,  2002,  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,  New York  14450;  telephone   number:
(585) 218-2169.


                                      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 20, 2002




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 of the Company
to  be  held  at  One  HSBC  Plaza, 100 Chestnut Street, Rochester, New York, on
Tuesday,  July 23, 2002, at 11:00 a.m. (local time), and any adjournment 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 ALL
                                                        ---
NOMINEES AS DIRECTORS AND, UNLESS OTHERWISE SPECIFIED, THE SHARES REPRESENTED BY
A SIGNED PROXY WILL BE VOTED FOR PROPOSALS 2 (BOTH (a) AND (b)), 3, 4 AND 5.
                             ---



     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: 01 Thomas C. McDermott, 02 Paul L. Smith


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


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

Vote withheld from nominee
identified on above line




CLASS B STOCKHOLDERS: 01 George Bresler,
02 Jeananne K. Hauswald, 03 James A. Locke III,
04 Richard Sands, 05 Robert Sands

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


----------------------------------
Vote withheld from nominee(s)
identified on above line.



2.  Proposal to amend and restate the Company's Restated Certificate of
    Incorporation to:


    (a)   increase the number of authorized shares of the Company's Class A
          Common Stock from 120,000,000 shares to 275,000,000 shares.

                  FOR                AGAINST               ABSTAIN
                  [  ]                [  ]                  [  ]

    (b)   increase the number of authorized shares of the Company's Class B
          Common Stock from 20,000,000 shares to 30,000,000 shares.

                  FOR                AGAINST               ABSTAIN
                  [  ]                [  ]                  [  ]


3.  Proposal to re-approve the Company's Long-Term Stock Incentive Plan pursuant
    to Section 162(m) of the Internal Revenue Code.


                  FOR                AGAINST               ABSTAIN
                  [  ]                [  ]                  [  ]


4.  Proposal  to  re-approve  the  Company's  Annual  Management  Incentive Plan
    pursuant to Section 162(m) of the Internal Revenue Code.


                  FOR                AGAINST               ABSTAIN
                  [  ]                [  ]                  [  ]


5.  Proposal  to ratify the selection of KPMG LLP, Certified Public Accountants,
    as the Company's independent public accountants for the  fiscal year  ending
    February 28, 2003.


                  FOR                AGAINST               ABSTAIN
                  [  ]                [  ]                  [  ]


6.  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 any adjournment 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 2002 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.



                                   APPENDIX A


EXPLANATORY NOTE: The Constellation Brands, Inc. Long-Term Stock Incentive Plan,
as amended, is filed herewith, pursuant to Instruction 3 to Item 10 of  Schedule
14A and is not part of the Proxy Statement.


                         CANANDAIGUA WINE COMPANY, INC.

                         LONG-TERM STOCK INCENTIVE PLAN

     This  Long-Term  Stock  Incentive  Plan,  which  amends and restates in its
entirety the Canandaigua Wine Company,  Inc. Stock Option and Stock Appreciation
Right Plan,  was  approved by the Board of Directors of the Company by unanimous
written  consent  as of June 23,  1997,  to be  effective  immediately.  Certain
capitalized  terms  used  in  the  Plan  are  defined  in  Annex  A.


1.   PURPOSE

     The Plan is designed to provide the Company with  increased  flexibility to
attract and retain  valued  employees  and  directors  and to provide  them with
incentives to maintain and enhance the Company's long-term performance record by
aligning  the interests of the Participants and the stockholders of the Company.

2.   ADMINISTRATION

     The Plan  shall be  administered  by the  Committee.  The  Committee  shall
possess the  authority,  in its  discretion,  (a) to determine the employees and
directors  of the Company to whom Awards  shall be granted and the time or times
at which  Awards  shall be granted;  (b) to  determine  at the time of grant the
number of shares to be subject to each Award;  (c) to prescribe  the form of the
instrument  representing  such Award; (d) to establish any appropriate terms and
conditions applicable to the Awards including any limitations on grants, vesting
or exercisability,  and to make any amendments to such instruments or the Awards
which  may,  without   limitation,   include  any  acceleration  of  vesting  or
exercisability, waiver of any condition or requirement or taking of other action
consistent  with the  purposes of the Plan;  (e) to  interpret  and construe the
Plan; (f) to make and amend rules and regulations  relating to the Plan; and (g)
to make all other  determinations  necessary or advisable for the administration
of the Plan. The Committee's  determinations  shall be conclusive and binding on
all Participants  and all persons claiming under or through any Participant.  No
member of the Committee shall be liable for any action taken or decision made in
good  faith  relating  to  the  Plan  or  any  Award  granted  under  the  Plan.

     No outstanding  Award may be exercised by any person if the  Participant to
whom the Award is  granted  (x) is,  or at any time  after the date of grant has
been,  in  competition  with  the  Company  or its  affiliates  or (y) has  been
terminated  by the Company for Cause.  The  Committee  shall  determine,  in its
discretion,  whether a Participant's  actions  constitute  competition  with the
Company  or  its  affiliates.

3.   ELIGIBLE EMPLOYEES AND NON-EMPLOYEE DIRECTORS

     All employees of the Company are eligible to receive Awards under the Plan.
Awards may be made to non-employee directors of the Company. No Awards under the
Plan shall be made to Covered  Employees  which are  intended  to qualify  under
Section  162(m) of the Code until the Plan is  approved by  stockholders  of the
Company.

4.   SHARES AVAILABLE; TYPES OF AWARDS

     The total  number of shares of the  Company's  Common Stock  available  for
Awards under the Plan in the aggregate shall not exceed four million shares. The
maximum  number of Shares which may be subject to Awards  granted to any Covered
Employee  in any fiscal year shall not exceed 2 1/2% of the  outstanding  Common
Stock as of the date the Plan is  approved  by the  Board of  Directors.  Shares
subject to Awards  may be  authorized  and  unissued  shares or may be  treasury
shares.



     If an Award expires,  terminates or is cancelled without being exercised or
becoming  vested,  new Awards may  thereafter be granted under the Plan covering
such shares unless the applicable  Rules under Section 16(b) of the Exchange Act
or  Section  162(m)  of  the  Code  require  otherwise.

     The  Committee  may make Awards from time to time in any one or more of the
following  types  singly  or  in  tandem:   Nonqualified  Stock  Options,  Stock
Appreciation  Rights,  Restricted  Stock  or  Other  Stock-Based  Awards.

5.   STOCK OPTIONS

     Stock Option Awards under the Canandaigua  Wine Company,  Inc. Stock Option
and Stock  Appreciation  Right Plan made prior to the date this Long-Term  Stock
Incentive  Plan was adopted by the Board of Directors  shall remain  outstanding
and in full force in accordance with their terms.  Each Stock Option Award shall
specify  the  following  terms  and  conditions,  as  well as any  other  terms,
conditions,  limitations  and  restrictions  specified  by  the  Committee:

          (a)  Exercise  Price.  The  exercise  price per Share under each Stock
     Option  shall be  specified by the  Committee,  provided  that the exercise
     price per Share for each Stock Option  granted to a Covered  Employee shall
     equal the Fair  Market  Value of the Common  Stock on the date the Award is
     granted.

          (b)  Duration of Option.  The  duration of each Stock  Option shall be
     specified.  Stock Options must be exercised on or before 5:00 p.m.  Eastern
     Time  on  their  expiration  date.

          (c) Exercise  Terms.  Each Stock Option  granted  under the Plan shall
     become  exercisable  in five equal annual  installments  commencing  on the
     first anniversary of the date of grant except as otherwise  provided by the
     Committee.  Stock  Options  may be  partially  exercised  from time to time
     during the period extending from the time they first become  exercisable in
     accordance with the terms of the Award until the expiration of the exercise
     period  specified  in the Award.  Exercise  of related  Stock  Appreciation
     Rights  will cause the  immediate  automatic  expiration  of related  Stock
     Options  on the  terms  and  conditions  specified  by the  Committee.  The
     Committee  may impose such  additional  limitations  or  conditions  on the
     vesting or exercise of any Stock Option as it deems appropriate.

          (d) Payment of Exercise  Price. A Stock Option shall be exercised upon
     such notice as is required by the Committee  accompanied by payment in full
     of the  exercise  price for the Shares  being  acquired in such form as the
     Committee  may provide in accordance  with Section 9 of the Plan,  together
     with all  applicable  withholding  taxes as  provided  in Section 10 of the
     Plan.

6.   STOCK APPRECIATION RIGHTS

     Stock Appreciation Rights may be granted  by  the Committee in Awards which
are in tandem with Stock Options or  freestanding.  Tandem Awards may be granted
at the  same  time as the  grant  of the  related  Stock  Option  or at any time
thereafter prior to the end of the exercise period for the related Stock Option.

          (a) Value.  The value of each Stock  Appreciation  Right  shall be the
     difference between the Fair Market Value of a Share on the date of exercise
     of the Stock  Appreciation  Right and the reference amount specified in the
     Award,  which for each Stock  Appreciation  Right  granted in tandem with a
     Stock Option shall be not less than the exercise price of the related Stock
     Option. The reference amount for each Stock Appreciation Right granted to a
     Covered Employee shall not be less than the Fair Market Value of a Share on
     the  date  of  grant  of  the  Stock  Appreciation  Right.

          (b) Duration of Stock  Appreciation  Right. The duration of each Stock
     Appreciation Right shall be specified. Each tandem Stock Appreciation Right
     shall  specify  the Stock  Option to which it is related  and the terms and
     conditions  under which  exercise or expiration of the related Stock Option
     will result in automatic expiration of the related Stock Appreciation Right
     and the terms and  conditions on which  exercise or expiration of the Stock
     Appreciation Right will result in automatic expiration of the related Stock
     Option.



          (c) Exercise Terms.  Each Stock  Appreciation  Right granted under the
     Plan shall become exercisable in five equal annual installments  commencing
     on the first anniversary of the date of grant except as otherwise  provided
     by the Committee. Stock Appreciation Rights may be partially exercised from
     time to time during the period  extending  from the time they first  become
     exercisable in accordance  with the terms of the Award until the expiration
     of the exercise  period  specified in the Award.  Exercise of related Stock
     Options will cause the  immediate  automatic  expiration  of related  Stock
     Appreciation Rights on the terms and conditions specified by the Committee.
     The Committee may impose such  additional  limitations or conditions on the
     exercise of any Stock  Appreciation  Right as  specified in the Award as it
     deems appropriate,  including such additional  limitations or conditions on
     the  vesting  or  exercise  of any  Stock  Appreciation  Right  as it deems
     appropriate. A Stock Appreciation Right shall be exercised upon such notice
     as  is  required  by  the  Committee.

7.   RESTRICTED STOCK

     Shares of  Restricted  Stock may be granted by the  Committee  from time to
time in its discretion to  Participants  subject to such terms and conditions as
may be  required by law or are  specified  in the Award,  including  any payment
required  for the  Shares.  The Award  will also  specify  the  availability  of
dividends  and other  distributions  with respect to which Shares of  Restricted
Stock are entitled and the voting rights, if any, associated with such Shares of
Restricted  Stock.  Restricted  Stock Awards to Participants  who may be Covered
Employees which are intended to satisfy the requirements for  "performance-based
compensation"  under Section  162(m) of the Code shall only be made if payout is
contingent upon  achievement of Performance  Targets within or at the end of the
Performance Period with respect to one or more Performance Criteria as specified
by the Committee and the Committee certifies the extent to which any Performance
Target  has  been  satisfied  and the  number  of  Shares  of  Restricted  Stock
deliverable  as a result  thereof,  prior to the  delivery of any such Shares to
Covered  Employees.  In any fiscal year, the value of Restricted Stock Awards to
any individual  Covered Employee shall not exceed $2.5 million  (measured by the
difference  between the amount of any payment for the Shares by the  Participant
and the Fair Market Value of the Shares on the date of the Award).

8.   OTHER STOCK-BASED AWARDS

     From  time  to  time in its  discretion,  the  Committee  may  grant  Other
Stock-Based  Awards to any  Participant  on such terms and  conditions as may be
determined  by the  Committee  and  specified  in the  Award.  Grants  of  Other
Stock-Based  Awards  to  Participants  who may be  Covered  Employees  which are
intended to satisfy the requirements for "performance-based  compensation" under
Section  162(m)  of the  Code  shall  only be  made if  payout  or  exercise  is
contingent upon  achievement of Performance  Targets within or at the end of the
Performance Period with respect to one or more Performance Criteria as specified
by the Committee and the Committee certifies the extent to which any Performance
Target  has been  satisfied,  and the  number of  Shares  or other  compensation
deliverable  as a result  thereof,  prior to the  delivery of any such Shares or
compensation  to Covered  Employees.  Any exercise of Other  Stock-Based  Awards
shall be made upon such notice as is required  by the  Committee  to the Company
accompanied  by  payment in full of any  exercise  price for the Shares or other
compensation  being  acquired  in such  form as the  Committee  may  provide  in
accordance with Section 9 of the Plan, together with all applicable  withholding
taxes as provided in Section 10 of the Plan.  In any fiscal  year,  the value of
Other  Stock-Based  Awards to any individual  Covered  Employee shall not exceed
$2.5 million  (measured by the  difference  between the amount of any payment or
exercise price for the Award by the Participant and the Fair Market Value of the
Shares  or  the  Award  on  the  date  of  the  Award).

9.   PAYMENT FOR PURCHASE OR EXERCISE OF AWARDS

     The  exercise  price of Stock  Options  and any  Other  Stock-Based  Awards
providing for exercise prices and the purchase price for any Restricted Stock or
Other  Stock-Based  Awards for purchase prices shall be paid to the Company upon
exercise or  acquisition  of such Award in the manner  which the  Committee  may
determine  which may include by (a) delivery of cash or a check in the amount of
the price of the Award, (b) tendering  previously  acquired Shares having a Fair
Market  Value  at the time of  delivery  equal to the  price of the  Award,  (c)
delivery  of



irrevocable instructions to a broker or other agent acceptable to the Company to
promptly sell Shares  received under the Award and to deliver to the Company the
amount of  proceeds to pay the price  related to such  Award,  or (d) such other
method of payment as the Committee in its discretion deems appropriate,  in each
case together with all applicable  withholding  taxes as provided in Section 10.
Previously  acquired  Shares  tendered  in  payment  must  have  been  owned  by
Participant  for at least six months prior to the tender in payment of an Award.

10.  WITHHOLDING TAXES

     Whenever  required by law in  connection  with an Award,  the Company shall
require the Participant to remit to the Company an amount  sufficient to satisfy
any  federal,   state  and/or  local  income  and  employment   withholding  tax
requirements prior to the delivery of any certificate or certificates for Shares
or  to  take  any  other   appropriate   action  to  satisfy  such   withholding
requirements,  including  any method  permitted  for payment  under Section 9 as
determined by the  Committee.  To the extent  permitted  under such rules as the
Committee  may  promulgate  and in  compliance  with any  requirements  to avoid
violations  under  Section  16(b) of the  Exchange  Act and related  Rules,  the
Participant  may satisfy such obligation in whole or in part by electing to have
the  Company  withhold  Shares  from the  Shares  to which  the  Participant  is
otherwise  entitled  under  the  Award.

11.  PERFORMANCE CRITERIA

     For each Award of Restricted Stock or Other  Stock-Based  Award intended to
qualify as "performance based compensation" under Section 162(m) of the Code and
related Rules, the Committee shall select the applicable  Performance  Criteria,
Performance  Period and  Performance  Target for the Award  consistent  with the
terms of the Plan and  Section  162(m).  The  Committee  may select  Performance
Criteria,  Performance  Periods and Performance Targets for Restricted Stock and
Other  Stock-Based  Awards for Participants  other than Covered Employees in its
discretion.  The  Committee  shall have no  discretion to increase the amount of
compensation  payable  to Covered  Employees  if a  Performance  Target has been
attained,  but the Committee may adjust  compensation to increase the amount, in
its discretion,  to any other Participant.  The Committee may adjust Performance
Targets to take into account the effects of any Extraordinary Items equitably in
a manner  consistent with the  determination  of the original  Award,  provided,
however,  no such  adjustment may be made with respect to any Award to a Covered
Employee which is intended to qualify as "performance based compensation" unless
such  adjustment  satisfies  the  requirements  of Code  Section  162(m) and the
related  Rules.

     For  Awards  to  Covered   Employees  which  are  intended  to  qualify  as
"performance  based  compensation"  under Code Section  162(m),  the Performance
Target with respect to the selected  Performance Criteria must be established by
the Committee in advance of the deadlines  applicable  under Code Section 162(m)
and the Rules  thereunder and while the performance  relating to the Performance
Target remains substantially uncertain within the meaning of such Section 162(m)
and Rules. At the time the Performance  Targets are  established,  the Committee
shall  provide,  in terms of an  objective  formula or standard for each Covered
Employee,  the method of computing the specific  amount that will  represent the
maximum  number  of  Shares  or  amount  of other  compensation  payable  to the
Participant  if  the  Performance  Target  is  attained.

12.  AWARDS NOT TRANSFERABLE

     Unless  transferability is permitted under certain conditions as determined
by the Committee,  no Award is transferable by the Participant other than (i) by
will or the laws of  descent  and  distribution,  (ii)  pursuant  to a  domestic
relations  order, or (iii) to the extent  permitted under the Plan, the Award or
interpretation  of the  Committee,  by  gift  to  family  members  or by gift or
permitted non-cash exchange to entities  beneficially owned by family members or
other permitted  transferees,  and shall be exercisable only by the Participant,
the  Participant's  legal   representative,   or  the  Participant's   permitted
transferees. Shares of Restricted Stock may not be sold or otherwise transferred
until  ownership  vests  in  the  Participant.



13.  GENERAL RESTRICTION ON ISSUANCE OF STOCK CERTIFICATES

     The  Company  shall not be required  to deliver  any  certificate  upon the
grant,  vesting or exercise of any Award until it has been  furnished  with such
documents as it may deem necessary to insure compliance with any law or Rules of
the SEC or any other governmental  authority having jurisdiction under the Plan.
Certificates for Shares delivered upon such grant or exercise shall bear legends
restricting  transfer or other restrictions or conditions to the extent required
by law or determined by the  Committee.  Each Award under the Plan is subject to
the  condition  that,  if at any time the  Committee  shall  determine  that the
listing, registration or qualification of the Shares subject to such Award under
any state or federal law or other applicable Rule, or the consent or approval of
any  governmental  regulatory  body, is necessary or desirable as a condition of
the granting of such Awards or the issue or purchase of Shares thereunder,  such
Awards may not vest or be  exercised  in whole or in part unless  such  listing,
registration,  qualification,  consent or approval  shall have been  effected or
obtained  free  of  any  conditions  not  acceptable  to  the  Committee.

14.  TERMINATION OF EMPLOYMENT

     If  the   employment  of  a   Participant   terminates  by  reason  of  the
Participant's  Retirement,  Disability  or death,  any Award may be exercised or
received by the Participant,  the Participant's  designated beneficiary or legal
representative or permitted transferee at any time on or prior to the earlier of
the expiration date of the Award or the expiration of one year after the date of
Retirement,  Disability  or  death  but  only  if,  and to the  extent  that the
Participant  was  entitled  to  exercise  or  receive  the  Award at the date of
Retirement,  Disability or death and subject to such other terms and  conditions
as may be specified in the Award and the Plan. All Awards or any portion thereof
not yet vested or  exercisable  on the date of  Retirement,  Disability or death
shall  terminate  immediately  on the date of  termination  (except as otherwise
provided by the Committee or an employment agreement between the Company and the
Participant).  Upon termination of the  Participant's  employment for any reason
other  than  Retirement,  Disability  or death,  any Award may be  exercised  or
received by the Participant,  the Participant's  designated beneficiary or legal
representative or permitted transferee at any time on or prior to the earlier of
the expiration date of the Award or the expiration of thirty days after the date
of termination  but only if, and to the extent that the Participant was entitled
to exercise or receive the Award at the date of termination  and subject to such
other terms and  conditions  as may be specified in the Award and the Plan.  All
Awards or any  portion  thereof  not yet  vested or  exercisable  on the date of
termination  other  than by  reason of  Retirement,  Disability  or death  shall
terminate  immediately on the date of termination  (except as otherwise provided
by the  Committee  or an  employment  agreement  between  the  Company  and  the
Participant).

     Unless  otherwise  determined  by the  Committee,  an  authorized  leave of
absence pursuant to a written agreement or other leave entitling the Participant
to reemployment  in a comparable  position by law or Rule shall not constitute a
termination of employment for purposes of the Plan unless the  Participant  does
not return at or before the end of the authorized leave or within the period for
which  re-employment  is  guaranteed  by  law  or  Rule.

15.  ADJUSTMENT OF AWARDS

     In the event of any change in the Common  Stock of the Company by reason of
any stock  dividend,  stock  split,  recapitalization,  reorganization,  merger,
consolidation,  split-up, combination, or exchange of shares, or rights offering
to purchase Common Stock at a price substantially below fair market value, or of
any similar  change  affecting the Common  Stock,  the number and kind of shares
authorized  under  Section 4 for the Plan,  the number and kind of shares  which
thereafter  are  subject  to an Award  under the Plan and the number and kind of
unexercised Stock Options or Other  Stock-Based  Awards and the number of Shares
of  Restricted  Stock and the price per share  shall be  adjusted  automatically
consistent  with such change to prevent  substantial  dilution or enlargement of
the  rights  granted  to,  or  available  for,  Participants  in  the  Plan.



16.  NO EMPLOYMENT RIGHTS

     The Plan and any Awards  granted  under the Plan shall not confer  upon any
Participant any right with respect to continuance as an employee of the Company,
nor shall  the Plan or such  Awards  interfere  in any way with the right of the
Company to terminate  the  Participant's  position as an employee or director at
any  time.

17.  RIGHTS AS A SHAREHOLDER

     The  recipient  of any  Award  under  the Plan  shall  have no  rights as a
shareholder  with  respect  thereto  unless  and  until   certificates  for  the
underlying Shares are issued to the recipient,  except as otherwise specifically
provided  by  the  Committee.

18.  SECTION 162(m) CONDITIONS

     It is the intent of the Company that the Plan and Awards  granted under the
Plan  satisfy and be  interpreted  in a manner  that  satisfies  any  applicable
requirements  of Code  Section  162(m) as  performance-based  compensation.  Any
provision,  application or  interpretation  of the Plan  inconsistent  with this
intent to satisfy the  standards  in Code Section  162(m) shall be  disregarded.
Notwithstanding anything to the contrary in the Plan, the provisions of the Plan
may at any time be  bifurcated  by the  Committee  in any manner so that certain
provisions  of the Plan or any Award  intended (or required in order) to satisfy
the  applicable  requirements  of Code  Section  162(m) are  applicable  only to
Covered  Employees.

19.  AMENDMENT AND DISCONTINUANCE

     The Plan and any Award outstanding under the Plan may be amended,  modified
or  terminated  by the  Committee at any time and all Awards shall be subject to
the Plan,  as amended  from time to time,  except  that the  Committee  may not,
without  approval of the  Participant to whom the Award was granted or his legal
representative  or  permitted  transferee  adversely  affect  the rights of such
person under such Award. No amendment,  modification, or termination of the Plan
shall be effective  without  stockholder  approval if such  approval is required
under  applicable law or Rule or any regulation of the stock market on which the
Common  Stock  is  traded.

20.  CHANGE IN CONTROL

         (a)  Notwithstanding  other  provisions  of the Plan, in the event of a
Change in Control of the  Company,  all of a  Participant's  Awards shall become
immediately vested and exercisable or fully earned at the maximum amount, except
with  respect to Covered  Employees  for  "performance  based  compensation"  as
otherwise  determined  by  the  Committee.

         (b) In the  event of a Change  in  Control,  in the  discretion  of the
Committee, each Participant who is a Section 16 insider with respect to whom the
Change  in  Control  might  result in a  violation  under  Section  16(b) of the
Exchange Act, may receive, in exchange for the surrender of the Stock Option, an
amount of cash equal to the  difference  between the fair market value (based on
the  kind  and  amount  of  any  securities,   cash,  other  property  or  other
consideration to be received with respect to each Share in the Change in Control
transaction  as determined by the  Committee) of the Common Stock covered by the
Award and the option  price of such Common  Stock  under the Stock  Option or to
receive,  in exchange for any other Award,  an amount of cash equivalent to such
fair market value had the Participant  received the Shares or other compensation
as  intended  under  the  Award  prior  to  the  Change  in  Control.

         (c) Notwithstanding the foregoing,  the Plan and any Awards outstanding
under the Plan shall be binding upon any successor to the Company,  whether such
successor is the result of a direct or indirect purchase, merger,  consolidation
or other  acquisition of all or substantially  all of the business and/or assets
of  the  Company.



21.  GOVERNING LAW

     The Plan and any Award made  pursuant  to it shall be  construed  under the
laws  of  the  State  of  Delaware.

Dated:  June 23, 1997                    CANANDAIGUA WINE COMPANY, INC.


                                         By: /s/ RICHARD SANDS
                                             --------------------------
                                         Title: President
                                                -----------------------

Date of Stockholder Approval  July 22, 1997
                              -------------



                                     ANNEX A
                                       TO
                         LONG-TERM STOCK INCENTIVE PLAN

                               CERTAIN DEFINITIONS

     Capitalized terms used in the Plan shall have the meanings set forth below:

"AWARD" means any grant of Stock Options,  Restricted Stock,  Stock Appreciation
Rights  or  Other  Stock-Based  Award  under  the  Plan.

"CAUSE" means,  solely for the purposes of the Plan, gross negligence or willful
misconduct or commission of a felony or an act of moral turpitude  determined by
the Committee to be  detrimental to the best interests of the Company or, if the
Participant  is subject to a written  agreement  with the Company  "cause" shall
have  the  meaning  set  forth  in  that  agreement.

"CHANGE IN CONTROL" means:

     (a)  there shall be consummated

          (i) any consolidation or merger of the Company in which the Company is
          not the  continuing or surviving  corporation or pursuant to which any
          Shares are to be converted  into cash,  securities or other  property,
          provided  that the  consolidation  or merger is not with a corporation
          which was a direct or indirect wholly-owned  subsidiary of the Company
          or a parent of the Company  immediately  before the  consolidation  or
          merger;  or

          (ii) any sale,  lease,  exchange or other transfer (in one transaction
          or a series of related  transactions) of all, or substantially all, of
          the  assets  of  the  Company;  or

     (b)  the  stockholders  of the Company approve any plan or proposal for the
          liquidation  or  dissolution  of  the  Company;  or

     (c)  any  person (as such term is used in  Sections  13(d) and 14(d) of the
          Exchange Act) shall become the beneficial owner (within the meaning of
          Rule 13d-3 under the Exchange Act), directly or indirectly,  of 30% or
          more of the voting  control of the Company's then  outstanding  common
          stock,   provided  that  such  person  shall  not  be  a  wholly-owned
          subsidiary  of the  Company  immediately  before it  becomes  such 30%
          beneficial  owner  of  voting  control;  or

     (d)  individuals  who  constitute  the Company's  Board of Directors on the
          date hereof (the "Incumbent Board") cease for any reason to constitute
          at least a  majority  thereof,  provided,  however,  that  any  person
          becoming a director  subsequent to the date hereof whose election,  or
          nomination for election by the Company's shareholders, was approved by
          a vote of at least three  quarters  of the  directors  comprising  the
          Incumbent Board (either by a specific vote or by approval of the proxy
          statement  of the  Company in which such  person is named as a nominee
          for  director  without  objection  to such  nomination)  shall be, for
          purposes of this clause (d),  considered  as though such person were a
          member  of  the  Incumbent  Board.

"CODE" means the Internal Revenue Code of 1986, as amended.

"COMPANY" means  Canandaigua  Wine Company,  Inc. and its  Subsidiaries,  except
where  the  context  indicates  that  only  the  parent  company  is  intended.

"COMMITTEE"  means the committee  appointed by the Company's  Board of Directors
(the  "Committee")  consisting  of not fewer  than the  number of members of the
Board of Directors required under Code Section 162(m) and the Rules



of the IRS thereunder for determining  performance based  compensation  which is
deductible  by the Company who are "outside  directors"  as defined from time to
time under the IRS Rules  and,  to the extent  possible  are also  "Non-Employee
Directors"  as  defined  from time to time under the SEC Rules for  approval  of
Awards  exempt  from  Section  16(b).  If any member of the  Committee  does not
qualify as an "outside  director",  Awards under the Plan for Covered  Employees
shall be  administered by a subcommittee  of the Committee  comprised  solely of
members who qualify as outside  directors to the extent  desireable  to preserve
the deductibility of such compensation under Section 162(m) of the Code and such
subcommittee shall constitute the Committee for all purposes under the Plan. The
full Board of Directors,  in its discretion,  may act as the Committee under the
Plan and shall do so with respect to grants of Awards to non-employee directors.
The Committee may delegate to selected officers of the Company,  individually or
acting as a  committee,  any  portion  of its  authority,  except  as  otherwise
expressly provided in the Plan. In the event of a delegation to management,  the
term  "Committee"  as used herein shall  include the officer or  committee  with
respect to the  delegated  authority.  Notwithstanding  any such  delegation  of
authority,  the Committee  comprised of members of the Board of Directors  shall
retain overall  responsibility for the operation of the Plan.  Management acting
pursuant to  delegated  authority  shall not make  Awards  under the Plan to any
Covered  Employees  or  other  Section  16  insider.

"COMMON STOCK" means the Class A Common Stock of the Company, par value $.01 per
Share.

"COVERED EMPLOYEE" means the Chief Executive Officer of the Company and the four
other most  highly  compensated  officers of the Company as such term is defined
under the Rules  promulgated  under  Section  162(m) of the Code and such  other
officers  as  may  be  designated  by  the  Committee.

"DISABILITY"  means the inability of a Participant  to perform his or her duties
for a  period  in  excess  of the  applicable  statutory  short-term  disability
coverage  provided  by the  Company.  The date of  termination  with  respect to
Disability  shall be the day  following  the date  such  short  term  disability
protection  lapses.

"EXTRAORDINARY ITEMS" means  (a) items  presented  as such (or other  comparable
terms) on the Company's audited financial statements, (b) extraordinary, unusual
or nonrecurring  items of gain or loss, (c) changes in tax or accounting laws or
Rules, and (d) the effects of mergers, acquisitions,  divestitures, spin offs or
significant transactions,  each of which are identified in the audited financial
statements and notes thereto or in the "management's discussion and analysis" of
the  financial  statements  in a period  report  filed  with the SEC  under  the
Exchange  Act.

"FAIR MARKET VALUE" of  a Share  means the closing  price of the Common Stock on
the NASDAQ Stock  Market or other  national  stock  exchange on which the Common
Stock is actively  traded for the date as  reported in the WALL STREET  JOURNAL,
Eastern  Edition or such other standard  reference  service as the Committee may
select.

"IRS" means the Internal Revenue Service and, if the context permits, the courts
interpreting  the  Code.

"OTHER STOCK-BASED AWARD" means  an  Award granted  pursuant to Section 8 of the
Plan which is subject to the terms, conditions and restrictions set forth in the
instrument  evidencing  the  Award.

"PARTICIPANT" means any employee of the Company or non-employee  director of the
Company  who  has  received  an  Award  under  the  Plan.

"PERFORMANCE CRITERIA" means one or  more of the following  performance criteria
selected by the  Committee  with  respect to any  performance-based  Award:  (a)
increases in the Fair Market Value of a Share, (b) shareholder  value added, (c)
cash flow, (d) earnings per share,  (e) earnings of the Company before deducting
interest, taxes, depreciation and amortization, (f) return on equity, (g) return
on capital,  (h) return on assets or net assets,  (i) cost reduction or control,
(j) operating income or net operating income, (k) operating margins/sales in one
or more business segments or product lines, (l) return on operating revenue, and
(m) market share in one or more business segments or product lines.  Performance
criteria  may be  established  on a  corporate,  divisional,  business  unit  or
consolidated  basis  and measured absolutely or relative to the Company's peers.



"PERFORMANCE PERIOD" means the  fiscal year or years or other period established
by the Committee  with respect to which the  Performance  Targets are set by the
Committee.

"PERFORMANCE TARGET" means one  or more specific  objective goal or goals (which
may be  cumulative  or  alternative)  that  are  timely  set in  writing  by the
Committee  for each  Participant  for the  applicable  Performance  Period  with
respect  to  any  one  or  more  of  the  Performance  Criteria.

"PLAN" means the Long-Term Stock Incentive Plan of the Company,  as amended from
time  to  time.

"RESTRICTED STOCK" means Shares granted pursuant to Section 7 of the Plan  which
are  subject  to  the  terms,  conditions  and  restrictions  set  forth  in the
instrument  evidencing  the  Award.

"RETIREMENT" means a termination of employment by an employee who is at least 60
years of age and  after at least 10 years of  service  with the  Company  (which
shall include entities acquired by the Company, if the Committee so determines).

"RULES" means rules,  regulations and interpretations issued by the governmental
authority charged with  administering  any law and any judicial  interpretations
applicable  thereto.

"SEC"  means  the  Securities  and  Exchange  Commission.

"SHARES" means shares of the Company's Class A Common Stock,  par value $.01 per
share.

"STOCK OPTION" means any nonqualified Stock Option granted pursuant to Section 5
of the Plan which is subject to the terms, conditions and restrictions set forth
in  the  instrument  evidencing  the  Award  and  the  Plan.

"SUBSIDIARIES" means (a) all corporations of which at least fifty percent of the
voting  stock  is  owned  by  the  Company  directly  or  through  one  or  more
corporations  at least fifty percent of whose voting stock is so owned,  and (b)
partnerships  or other  entities in which the Company  has,  either  directly or
indirectly,  at  least  a  fifty  percent  interest  in  the capital or profits.

OTHER TERMS:  Any other terms used in the Plan which are defined in Sections 83,
162(m) or 421 of the Internal  Revenue Code as amended,  or the Rules thereunder
or  corresponding  provisions of subsequent laws and Rules in effect at the time
Awards are made under the Plan,  shall have the  meanings set forth in such laws
or  Rules.



                           AMENDMENT NUMBER ONE TO THE
                         CANANDAIGUA WINE COMPANY, INC.
                         LONG-TERM STOCK INCENTIVE PLAN

     This Amendment Number One to the Canandaigua Wine Company,  Inc.  Long-Term
Stock  Incentive  Plan (the "Plan") was  approved  pursuant to Section 19 of the
Plan by the Board of Directors of Canandaigua  Brands,  Inc. (f/k/a  Canandaigua
Wine  Company,  Inc.,  the  "Company"),  acting in its capacity as the Committee
under the Plan.  Capitalized  terms used herein which are not otherwise  defined
shall  have  the  meanings  ascribed  to  them  in the Plan and Annex A thereto.

     1. NAME.  The name of the Plan is hereby  changed to  "Canandaigua  Brands,
Inc.  Long-Term Stock Incentive Plan."

     2. DEFINITION OF COMMITTEE.  The definition of the term "Committee" as used
in the Plan and defined in Annex A to the Plan is hereby amended and restated to
read  in  its  entirety  as  follows:

          "COMMITTEE"  means the  committee  appointed  from time to time by the
          Company's Board of Directors to administer the Plan (the "Committee").
          The  full  Board  of  Directors,  in its  discretion,  may  act as the
          Committee  under  the  Plan,  whether  or  not a  Committee  has  been
          appointed,  and  shall do so with  respect  to  grants  of  Awards  to
          non-employee  directors.  The  Committee  may  delegate to one or more
          members of the Committee or officers of the Company,  individually  or
          acting  as a  committee,  any  portion  of its  authority,  except  as
          otherwise expressly provided in the Plan. In the event of a delegation
          to a member of the Committee, officer or a committee thereof, the term
          "Committee"  as used herein shall include the member of the Committee,
          officer  or  committee  with  respect  to  the  delegated   authority.
          Notwithstanding  any  such  delegation  of  authority,  the  Committee
          comprised  of members of the Board of Directors  and  appointed by the
          Board  of  Directors  shall  retain  overall  responsibility  for  the
          operation  of  the  Plan.

     In witness whereof,  Canandaigua Brands, Inc. has caused this instrument to
be executed as of September 15, 1997.

                                                  CANANDAIGUA BRANDS, INC.

                                                  By: /s/ Richard Sands
                                                      ------------------------
                                                      Richard Sands, President


                           AMENDMENT NUMBER TWO TO THE
                            CANANDAIGUA BRANDS, INC.
                         LONG-TERM STOCK INCENTIVE PLAN

     This Amendment Number Two to the Canandaigua  Brands,  Inc. Long-Term Stock
Incentive Plan, as amended (the "Plan"),  was approved pursuant to Section 19 of
the Plan by the Board of Directors of Canandaigua  Brands, Inc. (the "Company"),
acting in its capacity as the Committee under the Plan, and by the  stockholders
of the Company.  Capitalized  terms used herein which are not otherwise  defined
shall  have  the  meanings  ascribed  to  them  in the Plan and Annex A thereto.

     The Plan is  hereby  amended  to  increase  the  number  of  shares  of the
Company's  Common  Stock with respect to which Awards may be made under the Plan
from four million  shares to seven million shares by amending the first sentence
of the  first  paragraph  of  Section 4 of the Plan to read in its  entirety  as
follows:

     The total  number of shares of the  Company's  Common Stock  available  for
Awards  under  the  Plan in the aggregate shall not exceed seven million shares.

     In witness whereof,  Canandaigua Brands, Inc. has caused this instrument to
be executed as of July 20, 1999.
                       --

                                               CANANDAIGUA BRANDS, INC.


                                               By: /s/ Richard Sands
                                                   -------------------------
                                                   Richard Sands, President



                             AMENDMENT NUMBER THREE
                                     TO THE
                            CANANDAIGUA BRANDS, INC.
                         LONG-TERM STOCK INCENTIVE PLAN

     This Amendment Number Three to the Canandaigua Brands, Inc. Long-Term Stock
Incentive  Plan, as amended (the "Plan"),  is adopted  pursuant to Section 19 of
the  Plan  by the  Human  Resources  Committee  of the  Board  of  Directors  of
Canandaigua Brands, Inc.  Capitalized terms used herein, which are not otherwise
defined,  shall  have  the  meanings  ascribed  to  them  in  the  Plan.

     1.  Section 14 of the Plan is amended, effective June 21, 2000, by deleting
the second sentence of the first  paragraph of such section and  substituting in
its  place  the  following:

         All Awards or any portion thereof not yet vested or exercisable on the
         date of Retirement, Disability or death shall become immediately vested
         and  exercisable  on  the  date  of  termination  due  to   Retirement,
         Disability or death  (except as otherwise provided by the Committee  or
         an employment agreement between the Company and the Participant).

     IN WITNESS WHEREOF, Canandaigua Brands, Inc. has caused  this instrument to
be executed as of June 21, 2000.

                                           CANANDAIGUA BRANDS, INC.


                                           By:/s/Richard  Sands
                                              --------------------------
                                              Richard Sands, President


                              AMENDMENT NUMBER FOUR
                                     TO THE
                            CANANDAIGUA BRANDS, INC.
                         LONG-TERM STOCK INCENTIVE PLAN

This Amendment  Number Four to the  Canandaigua  Brands,  Inc.  Long-Term  Stock
Incentive Plan (the "Plan") is adopted pursuant to Section 19 of the Plan by the
Board of Directors of  Constellation  Brands,  Inc. (f/k/a  Canandaigua  Brands,
Inc.) (the  "Company"),  acting in its capacity as the Committee under the Plan.
Capitalized  terms used herein which are not  otherwise  defined  shall have the
meanings  ascribed  to  them  in  the  Plan  and  Annex  A  thereto.

     1.   NAME. The name of the Plan is hereby changed to "Constellation Brands,
          Inc.  Long-Term  Stock  Incentive  Plan,"  and all  references  to the
          Company  name  in the  Plan  are  hereby  replaced  by  references  to
          "Constellation  Brands,  Inc."

In witness whereof, Constellation Brands, Inc. has caused  this instrument to be
executed as of December 21, 2000.

                                                  CONSTELLATION BRANDS, INC.


                                                  By: /s/ Richard Sands
                                                      ------------------------
                                                      Richard Sands, President



                                   APPENDIX B


EXPLANATORY NOTE:   The Constellation Brands, Inc. Annual  Management  Incentive
Plan,  as amended, is filed  herewith, pursuant  to Instruction 3 to Item 10  of
Schedule 14A and is not part of the Proxy Statement.


                         CANANDAIGUA WINE COMPANY, INC.

                        ANNUAL MANAGEMENT INCENTIVE PLAN

     This  Annual  Management  Incentive  Plan  was  approved  by the  Board  of
Directors of the Company on June 23, 1997 and shall be effective  upon  approval
by the stockholders.  Certain  capitalized terms used in the Plan are defined in
Annex  A.

1.   PURPOSE

     The Plan is designed  to enable the  Company to attract  and retain  valued
employees  and  to  provide  them  with  incentives  to  attain  certain  annual
performance  goals.

2.   ADMINISTRATION

     The Plan shall be  administered  by a Committee of the  Company's  Board of
Directors. This Committee shall consist of at least two members of the Company's
Board of Directors,  all of whom are (a) "outside  directors" within the meaning
of Section 162(m),  and (b) not eligible to participate in the Plan.  Subject to
the Plan, the Committee shall possess the sole authority, in its discretion,  to
(i) establish and administer the Performance  Criteria and Performance  Targets,
(ii) select the  Participating  Executives  who will receive  Bonuses  under the
Plan,  (iii)  determine the amount of such Bonuses and any terms,  conditions or
limitations on the payment of any Bonuses, (iv) interpret the Plan, (v) make and
amend  rules  and  regulations  relating  to the  Plan,  and (vi) make all other
determinations  necessary  or  advisable  for  the  administration  of the Plan.

3.   TERMS AND CONDITIONS OF BONUSES

     For each Performance  Period,  the Committee shall select,  at the time the
Performance  Criteria and Performance Targets are determined,  the Participating
Executives.  Each Participating Executive may receive a Bonus if and only if the
Performance Targets  established by the  Committee,  relative to the  applicable
Performance Criteria,  are  attained.  The  applicable  Performance  Period  and
Performance Targets shall be determined  by the Committee  consistent  with  the
terms of the Plan and  Section  162(m).  The  Committee  may adjust  Performance
Targets to take into account the effects of any Extraordinary Items equitably in
a manner  consistent with the  determination  of the original  Bonus,  provided,
however,  no  such  adjustment  may be  made  with  respect  to any  Bonus  to a
Participating  Executive  which is  intended  to qualify as  "performance  based
compensation"  unless such  adjustment  satisfies  the  requirements  of Section
162(m)  and  the  related  Rules.

     The  Performance  Target with respect to the  Performance  Criteria must be
established  by the  Committee  in advance  of the  deadlines  applicable  under
Section  162(m) and while the  performance  relating to the  Performance  Target
remains  substantially  uncertain  within the meaning of Section 162(m).  At the
time the  Performance  Target is established,  the Committee  shall provide,  in
terms of an objective formula or standard for each Participating  Executive, the
method of computing the specific  amount that will  represent the maximum amount
of  Bonus  payable  to  the  Participant  if the Performance Target is attained.

     Notwithstanding  any other provision  hereof,  no  Participating  Executive
shall  receive a Bonus under the Plan for any fiscal  year or other  Performance
Period in excess of $2 million.  Any Bonuses  awarded by the Committee under the
Plan shall be paid within 30 days after year-end  financial results are reported
or, if later, as soon as practicable  following the  Committee's  determinations
and certification under this Section.  Any such payment shall be in cash or cash
equivalent, subject to applicable withholding requirements.  Notwithstanding the
foregoing,  the Committee may, in its sole  discretion,  defer the payout of any
Bonus.  In the case of the delay of a Bonus  otherwise  payable  at or after the
attainment  and  certification  of  the  applicable   Performance   Target,  any
additional  amount  payable  as a result of the delay  shall be  limited  to the
Moody's  Average  Corporate  Bond  Yield  during  the  deferral  period.

     No Participating  Executive shall receive any payment under the Plan unless
the  Committee has  certified,  by  resolution  or other  appropriate  action in
writing,  that  the  amount  thereof  has  been  accurately


                                     Page  2

determined in accordance  with the terms,  conditions and limits of the Plan and
that the Performance Target and any other material terms previously  established
by  the  Committee  or  set  forth  in  the  Plan  were  in  fact  satisfied.

4.   TERMINATION OF EMPLOYMENT

     If the employment of a Participating Executive terminates by reason of such
Participating   Executive's   Retirement,   Disability,   death  or  involuntary
termination  without Cause, a ratable  portion of any applicable  Bonus shall be
paid,  subject to the attainment of the  applicable  Performance  Target,  at or
after the attainment and certification of the applicable  Performance  Target at
the end of the fiscal year or other Performance  Period.  The ratable portion of
the Bonus  shall be  determined  by  multiplying  the bonus by a  fraction,  the
numerator  of  which  is the  number  of  full  or  partial  months  during  the
Performance  Period during which the Participating  Executive was employed,  and
the  denominator  of which is the number of calendar  months in the  Performance
Period.  Upon  termination  of  the  Participating   Executive's  employment  by
voluntary  resignation  or for Cause,  all Bonuses  for which the  Participating
Executive  may be eligible  shall be forfeited  unless the  Committee  otherwise
expressly  so  provides  in  a  written  contract  or  other written instrument.

5.   ADJUSTMENTS

     In  the  event  of  any  change  in  the  Company's  applicable  accounting
principles  or  practices  by  reason  of  any  stock  dividend,   stock  split,
recapitalization,  reorganization, merger, consolidation, split-up, combination,
exchange of shares,  rights  offering or other similar change which occurs after
the  Performance  Targets are established for a given  Performance  Period,  the
amount of the Bonuses paid under the Plan for such  Performance  Period shall be
automatically  adjusted  consistent  with such  change to  prevent  dilution  or
enlargement  of  the  Bonuses  under  the  Plan.

6.   NO EMPLOYMENT RIGHTS

     The Plan shall not confer upon any  Participating  Executive any right with
respect to continuance as an employee of the Company,  nor shall it interfere in
any way with the right of the Company to terminate the Participating Executive's
position  as  an  employee.

7.   DISCRETION OF COMPANY

     Any  decision  made or action taken by the  Company,  the  Committee or the
Board of Directors in  connection  with the creation,  amendment,  construction,
administration,  interpretation  or  effect  of the  Plan  shall be  within  the
absolute  discretion of such entity and shall be conclusive and binding upon all
persons.  No  officer,  director  or  member  of the  Committee  shall  have any
liability  for actions  taken or omitted  under the Plan by the member or by any
other person.

8.   AMENDMENT AND DISCONTINUANCE

     The Plan may be amended,  modified or  terminated  by the  Committee at any
time, and all Bonuses shall be subject to the Plan as amended from time to time,
except  that the  Committee  may not,  without the  approval of a  Participating
Executive adversely affect any rights under the Plan. No amendment, modification
or termination shall be effective without the approval of the Board of Directors
and/or  the  stockholders  if such  approval  is  necessary  to comply  with the
applicable provisions of Section 162(m).

9.   CHANGE OF CONTROL

     Notwithstanding  other  provisions of the Plan, in the event of a Change of
Control of the Company,  the Performance  Period for a  Participating  Executive
shall end on the date of the Change of Control and the Performance  Target shall
be adjusted to reflect the early  termination of the Performance  Period. If the
Performance  Target,  as adjusted,  is deemed  satisfied by the  Committee,  the
Participating  Executive  may receive a ratable  portion of the Bonus that would
have been paid if the Performance  Period had not been terminated  early and the
Performance Target had been satisfied. The ratable portion of the Bonus shall be
determined by  multiplying  the original  Bonus by a fraction,  the numerator of
which  is  the  number  of  months  from  the  first  day


                                     Page  3

of the  Performance  Period to the date of the Change of Control  (including any
fractional  month) and the denominator of which is the total number of months in
the  original  Performance  Period.

     The Plan shall be binding upon any  successor to the Company,  whether such
successor is the result of a direct or indirect purchase, merger,  consolidation
or other  acquisition of all or substantially  all of the business and/or assets
of  the  Company.

10.  SECTION 162(m) CONDITIONS

     It is the intent of the Company  that the Plan and  Bonuses  paid under the
Plan  satisfy and be  interpreted  in a manner  that  satisfies  any  applicable
requirements of Section 162(m) as performance-based compensation. Any provision,
application  or  interpretation  of the Plan  inconsistent  with this  intent to
satisfy the standards in Section  162(m) shall be  disregarded.  Notwithstanding
anything to the contrary in the Plan, the provisions of the Plan may at any time
be bifurcated  by the Committee in any manner so that certain  provisions of the
Plan or any Bonus  intended  (or  required in order) to satisfy  the  applicable
requirements of Section 162(m) are applicable only to persons whose compensation
is  subject  to  Section  162(m).

11.  NO FUNDING OF THE PLAN

     The Company  shall not be required to fund or otherwise  segregate any cash
or any other assets which may at any time be paid to any Participating Executive
under the Plan. The Plan shall constitute an "unfunded" plan of the Company. The
Company  shall not, by any  provisions of the Plan, be deemed to be a trustee of
any property, and any rights of any Participating  Executive shall be limited to
those  of  a  general  unsecured  creditor.

12.  NON-TRANSFERABILITY

     Except as expressly provided by the Committee, no benefit payable under the
Plan shall be subject in any manner to anticipation, alienation, sale, transfer,
assignment,  pledge,  encumbrance or charge, and any such attempted action shall
be void.  This Section  shall not apply to an  assignment  of a  contingency  or
payment due after the death of a Participating  Executive to such  Participating
Executive's  legal  representative  or  beneficiary.

13.  EFFECTIVE DATE

     The  effective  date of the Plan shall be the date the Plan is  approved by
the  Company's  stockholders.

14.  DEFINITIONS

     Any terms or  provisions  used herein  which are defined in Section  162(m)
shall  have  the  meanings  as  therein  defined.

15.  GOVERNING LAW

     To the extent not inconsistent  with the provisions of Section 162(m),  the
Plan  shall  be  construed  under  the  laws  of  the  State  of  New  York.

Dated: June 23, 1997                              CANANDAIGUA WINE COMPANY, INC.
            --

                                                  By: /s/ Richard Sands
                                                      -----------------------
                                                  Title: President
                                                         --------------------

Date of Stockholder Approval: July 22, 1997
                               ------------


                                     Page  1


                                     ANNEX A
                                       TO
                        ANNUAL MANAGEMENT INCENTIVE PLAN

                               CERTAIN DEFINITIONS

   Capitalized  terms  used in the Plan shall have the meanings set forth below:

"BONUS"  means  a  cash payment or payment opportunity, as the context requires.

"CAUSE" means, solely for the  purposes of the Plan, gross negligence or willful
misconduct or commission of a felony or an act of moral turpitude  determined by
the Committee to be  detrimental to the best interests of the Company or, if the
Participating  Executive  is subject  to a written  agreement  with the  Company
"cause"  shall  have  the  meaning  set  forth  in  that  agreement.

"CHANGE OF CONTROL" means:

     (a)  there shall be consummated

          (i) any consolidation or merger of the Company in which the Company is
          not the  continuing or surviving  corporation or pursuant to which any
          Shares are to be converted  into cash,  securities or other  property,
          provided  that the  consolidation  or merger is not with a corporation
          which was a direct or indirect wholly-owned  subsidiary of the Company
          or a parent of the Company  immediately  before the  consolidation  or
          merger; or

          (ii) any sale,  lease,  exchange or other transfer (in one transaction
          or a series of related  transactions) of all, or substantially all, of
          the assets of the Company; or

     (b)  the  stockholders  of the Company approve any plan or proposal for the
          liquidation  or  dissolution  of  the  Company; or

     (c)  any  person (as such term is used in  Sections  13(d) and 14(d) of the
          Exchange Act) shall become the beneficial owner (within the meaning of
          Rule 13d-3 under the Exchange Act), directly or indirectly,  of 30% or
          more voting  control of the Company's then  outstanding  common stock,
          provided  that such person shall not be a  wholly-owned  subsidiary of
          the Company immediately before it becomes such 30% beneficial owner of
          voting control; or

     (d)  individuals  who  constitute  the Company's  Board of Directors on the
          date hereof (the "Incumbent Board") cease for any reason to constitute
          at least a  majority  thereof,  provided,  however,  that  any  person
          becoming a director  subsequent to the date hereof whose election,  or
          nomination for election by the Company's shareholders, was approved by
          a vote of at least three  quarters  of the  directors  comprising  the
          Incumbent Board (either by a specific vote or by approval of the proxy
          statement  of the  Company in which such  person is named as a nominee
          for  director  without  objection  to such  nomination)  shall be, for
          purposes of this clause (d),  considered  as though such person were a
          member  of  the  Incumbent  Board.

"CODE"  means  the  Internal  Revenue  Code  of  1986,  as  amended.

"COMPANY" means Canandaigua Wine Company, Inc. and its Subsidiaries, except when
the  context  indicates  that  only  the  parent  company  is  intended.

"COMMITTEE"  means the  committee  appointed  by the Board of  Directors  of the
Company  to  administer  the  Plan  as  provided  in  Section  2.

"DISABILITY"  means the inability of a Participant  to perform his or her duties
for a  period  in  excess  of the  applicable  statutory  short-term  disability
coverage  provided  by the  Company.  The date of  termination  with  respect to
Disability  shall be the day  following  the  date  such  short-term  disability
protection  lapses.


                                     Page  2

"EXTRAORDINARY  ITEMS" means (a) items  presented  as such (or other  comparable
terms) on the Company's audited financial statements, (b) extraordinary, unusual
or nonrecurring  items of gain or loss, (c) changes in tax or accounting laws or
Rules, and (d) the effects of mergers, acquisitions,  divestitures, spin offs or
significant transactions,  each of which are identified in the audited financial
statements and notes thereto or in the "management's discussion and analysis" of
the  financial  statements  in a period  report  filed  with the SEC  under  the
Exchange  Act.

"PARTICIPATING  EXECUTIVE"  means a key employee  (including any officer) of the
Company or one of its  Subsidiaries  selected by the Committee to participate in
the  Plan.

"PERFORMANCE  CRITERIA" means one or more of the following  performance criteria
selected by the  Committee  with  respect to any  performance-based  Award:  (a)
increases in the Fair Market Value of a Share, (b) shareholder  value added, (c)
cash flow, (d) earnings per share,  (e) earnings of the Company before deducting
interest, taxes, depreciation and amortization, (f) return on equity, (g) return
on capital,  (h) return on assets or net assets,  (i) cost reduction or control,
(j) operating income or net operating income, (k) operating margins/sales in one
or more business segments or product lines, (l) return on operating revenue, and
(m) market share in one or more business segments or product lines.  Performance
criteria  may be  established  on a  corporate,  divisional,  business  unit  or
consolidated  basis  and measured absolutely or relative to the Company's peers.

"PERFORMANCE  PERIOD" means the fiscal year or years or other period established
by the Committee  with respect to which the  Performance  Targets are set by the
Committee.

"PERFORMANCE  TARGET" means one or more specific  objective goal or goals (which
may be  cumulative  or  alternative)  that  are  timely  set in  writing  by the
Committee  for each  Participant  for the  applicable  Performance  Period  with
respect  to  any  one  or  more  of  the  Performance  Criteria.

"PLAN" means the Annual  Management  Incentive  Plan of the Company,  as amended
from  time  to  time.

"RETIREMENT" means a termination of employment by an employee who is at least 60
years of age and  after at least 10 years of  service  with the  Company  (which
shall include entities acquired by the Company, if the Committee so determines).

"RULES" means rules,  regulations and interpretations issued by the governmental
authority charged with  administering  any law and any judicial  interpretations
applicable  thereto.

"SECTION 162(m)" means Section 162(m) of the Code, together with the regulations
promulgated  thereunder,  all  as  amended  from  time  to  time.

"SHARES" means shares of the Company's Class A Common Stock,  par value $.01 per
share.

"SUBSIDIARIES" means (a) all corporations of which at least fifty percent of the
voting  stock  is  owned  by  the  Company  directly  or  through  one  or  more
corporations  at least fifty percent of whose voting stock is so owned,  and (b)
partnerships  or other  entities in which the Company  has,  either  directly or
indirectly,  at  least  a  fifty  percent  interest  in  the capital or profits.



                              AMENDMENT NUMBER ONE
                                     TO THE
                         CANANDAIGUA WINE COMPANY, INC.
                        ANNUAL MANAGEMENT INCENTIVE PLAN


This  Amendment  Number  One  to  the  Canandaigua  Wine  Company,  Inc.  Annual
Management Incentive Plan (the "Plan") was approved pursuant to Section 8 of the
Plan by the Human  Resources  Committee of the Board of Directors of Canandaigua
Brands, Inc. (f/k/a Canandaigua Wine Company,  Inc.) (the "Company"),  acting in
its  capacity as the  Committee  under the Plan.  Capitalized  terms used herein
which are not otherwise  defined shall have the meanings ascribed to them in the
Plan and Annex A thereto.

     1.  NAME.  The name of the Plan is hereby  changed to "Canandaigua  Brands,
Inc.  Annual  Management  Incentive  Plan."

     2.  DEFINITION OF COMPANY.  The definition of the term "Company" as used in
the Plan and defined in Annex A to the Plan is hereby  amended  and  restated to
read  in  its  entirety  as  follows:

          "Company" means Canandaigua Brands, Inc. and its Subsidiaries,  except
          when  the  context indicates that only the parent company is intended.

     In witness whereof,  Canandaigua Brands, Inc. has caused this instrument to
be executed as of March 31, 1998


                                             CANANDAIGUA BRANDS, INC.


                                             By:  /s/ Richard Sands
                                                  ------------------------
                                                  Richard Sands, President



                              AMENDMENT NUMBER TWO
                                     TO THE
                            CANANDAIGUA BRANDS, INC.
                        ANNUAL MANAGEMENT INCENTIVE PLAN


This Amendment  Number Two to the Canandaigua  Brands,  Inc.  Annual  Management
Incentive Plan (the "Plan") is adopted  pursuant to Section 8 of the Plan by the
Human  Resources  Committee of the Board of Directors of  Constellation  Brands,
Inc. (f/k/a Canandaigua Brands, Inc.) (the "Company"), acting in its capacity as
the  Committee  under the Plan.  Capitalized  terms  used  herein  which are not
otherwise defined shall have the meanings ascribed to them in the Plan and Annex
A  thereto.

     1.   NAME. The name of the Plan is hereby changed to "Constellation Brands,
          Inc.  Annual  Management  Incentive  Plan," and all  references to the
          Company  name  in the  Plan  are  hereby  replaced  by  references  to
          "Constellation Brands, Inc."


In witness whereof,  Constellation Brands, Inc. has caused this instrument to be
executed as of December 21, 2000.

                                                  CONSTELLATION BRANDS, INC.


                                                  By: /s/ Richard Sands
                                                      ------------------------
                                                      Richard Sands, President