EXHIBIT 10.1
                                   ------------

                               AMENDMENT NUMBER 5
                                     TO THE
                         CANANDAIGUA WINE COMPANY, INC.
                        1989 EMPLOYEE STOCK PURCHASE PLAN


     This Amendment Number 5 to the Canandaigua Wine Company, Inc. 1989 Employee
Stock  Purchase  Plan (the "Plan") was approved  pursuant to Paragraph 20 of the
Plan by the Board of Directors of Canandaigua  Brands,  Inc. (f/k/a  Canandaigua
Wine Company, Inc., the "Company").  Capitalized terms used herein which are not
otherwise defined shall have the meanings ascribed to them in the Plan.

     1.  NAME.  The name of the Plan is hereby changed to  "Canandaigua  Brands,
Inc.  1989  Employee  Stock  Purchase  Plan," and all  references in the Plan to
"Canandaigua   Wine  Company,   Inc."  are  hereby  replaced  by  references  to
"Canandaigua Brands, Inc."

     2.  DEFINITION OF COMMITTEE.  Paragraph 2 of the  Plan,  dealing  with  the
administration  of the Plan and  previously  amended by  Amendment  No. 3 to the
Plan, is hereby amended and restated to read in its entirety as follows:

          2.  ADMINISTRATION.   The  Plan  shall  be  administered  by  the
     Compensation  Committee of the Board of Directors of the Company as it
     may be constituted from time to time (the "Committee"). Subject to the
     express   provisions  of  the  Plan  and  to  such   instructions  and
     limitations as the Board of Directors may establish from time to time,
     the Committee shall have the authority to prescribe, amend and rescind
     rules  and  regulations  relating  to  the  Plan.  The  Committee  may
     interpret  the Plan and may correct any defect or supply any  omission
     or reconcile any inconsistency in the Plan to the extent necessary for
     the effective operation of the Plan. Any action taken by the Committee
     on the matters referred to in this paragraph shall be conclusive.

     In witness whereof,  Canandaigua Brands, Inc. has caused this instrument to
be executed as of November 26, 1997.


                                        CANANDAIGUA BRANDS, INC.


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