Exhibit 10.1

                                  Amendment No. 5 
                                       To The
                           Canandaigua Wine Company, Inc.
                   Stock Option And Stock Appreciation Right Plan

      Pursuant to Paragraph 15 of the Canandaigua Wine
Company, Inc. Stock Option and Stock Appreciation Right
Plan (the "Plan"), the Board of Directors hereby amends
the Plan, effective upon the date hereof, as set forth
below.

      Paragraph 17 of the Plan is hereby amended and
restated in its entirety as follows:

            17.  Administration.  The Plan shall be
      administered by the Committee as it may be
      constituted from time to time.  The Committee
      shall consist of at least two members of the
      Board selected by the Board, all of whom shall
      be Disinterested Persons.  A Disinterested
      Person for purposes of the Plan is one who is
      not, during the one-year period prior to
      service on the Committee, or during such
      service, granted or awarded equity securities
      pursuant to the Plan or pursuant to any other
      plan of the Company.  Decisions of the
      Committee concerning the interpretation and
      construction of any provisions of the Plan or
      of any option or SAR granted pursuant to the
      Plan shall be final.  The Company shall effect
      the grant of options and SARs under the Plan in
      accordance with the decisions of the Committee,
      which may, from time to time, adopt rules and
      regulations for carrying out the Plan.  For
      purposes of the Plan, an option or an SAR shall
      be deemed to be granted when the written
      agreement for the same is signed on behalf of
      the Company by its duly authorized officer or
      representative.  Subject to the express
      provisions of the Plan, the Committee shall
      have the authority, in its discretion and
      without limitation: to determine the
      individuals to receive options and SARs,
      whether an option is intended to be an
      incentive stock option or a non-statutory stock
      option, the times when such individuals shall
      receive such options or SARs, the number of
      Shares to be subject to each option or SAR, the
      term of each option or SAR, the date when each
      option or SAR shall become exercisable, or when
      each SAR will mature, whether an option or SAR
      shall be exercisable or mature in whole or in
      part in installments, the form in which payment
      of an SAR will be made (i.e., cash, Shares, or
      any combination thereof), the number of Shares
      to be subject to each installment, the date
      each installment shall become exercisable or
      mature, the term of each installment and the
      option price of each option, to accelerate the
      date of exercise of any option or SAR or
      installment thereof, and to make all other
      determinations necessary or advisable for
      administering the Plan.

      IN WITNESS WHEREOF, Canandaigua Wine Company, Inc.
has caused the instrument to be executed on  February
10, 1994.

                              CANANDAIGUA WINE COMPANY, INC.

                              By: /s/ Richard Sands
                                     _________________________
                              Its: President