SECURITIES AND EXCHANGE COMMISSION
                                               Washington, D.C.  20549
                                                   ______________



                                                      FORM 8-K/a


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



Date of report (Date of earliest event reported)  August 5, 1994

                    ______
 Delaware         Canandaigua Wine Company, Inc. and its     16-0716709
                     subsidiaries
 New York         Batavia Wine Cellars, Inc.                 16-1222994
 Delaware         Bisceglia Brothers Wine Co.                94-2248544
 California       California Products Company                94-0360780
 New York         Canandaigua West, Inc.                     16-1462887 
 New York         Guild Wineries & Distilleries, Inc.        16-1401046
 South Carolina   Tenner Brothers, Inc.                      57-0474561
 New York         Widmer's Wine Cellars, Inc.                16-1184188
 Delaware         Barton Incorporated                        36-3500366
 Delaware         Barton Brands, Ltd.                        36-3185921
 Maryland         Barton Beers, Ltd.                         36-2855879
 Connecticut      Barton Brands of California, Inc.          06-1048198
 Georgia          Barton Brands of Georgia, Inc.             58-1215938
 New York         Barton Distillers Import Corp.             13-1794441
 Delaware         Barton Financial Corporation               51-0311795
 Wisoncsin        Stevens Point Beverage Co.                 39-0638900
 New York         Monarch Wine Company, Limited Partnership  36-3547524
 Illinois         Barton Management, Inc.                    36-3539106
 New York         Vintners International Company, Inc.       16-1443663
_____________      _______________________________________    __________
(State or other    (Exact Name of registrant as specified    (I.R.S.
incorporation or     in its charter)                          Employer
organization)                                            Identification
                                                         Number)
 
116 Buffalo Street, Canandaigua, New York       14424 
___________________________________________________________
(Address of Principal Executive Offices)        (Zip Code)
 
Registrant's Telephone Number, Including Area Code  (716)394-7900
                                                    _____________ 


Former Name, Former Adress and Former Fiscal Year, if Changed Since 
Last Report
               Item 5.  Press Release

                   On September 7, 1994 the Registrant issued the
               following press release:

    Canandaigua, NY, September 7, 1994 - Canandaigua Wine
Company, Inc. (NASDAQ:  WINE A, WINE B) announced today a plan to
restructure the operations of its California wineries.  The
restructuring plan focuses on consolidation and redeployment of
previously existing and newly acquired wineries and other assets
to eliminate redundant operations and reduce overhead.  The
restructuring is intended to achieve synergies afforded by a
series of recent acquisitions, including the Company's most
recent acquisition of the Almaden and Inglenook brands, a grape
juice concentrate business and the related wineries in Madera
(the "Mission Bell" winery) and Escalon, California (the
"Almaden/Inglenook Acquisition" or the "Acquisition").

      $13.3 MILLION ANTICIPATED COST SAVINGS IN FISCAL 1996

    During the Company's 1995 fiscal year, the Company expects
the restructuring plan, net of related expenses, to result in
approximately $1.7 million of cost savings.  The Company further
expects to have the restructuring plan fully implemented by the
end of fiscal 1995.  Thereafter, the Company anticipates, based
on present factors, that the restructuring plan will result in
approximately $13.3 million of annual cost savings.  In addition,
the restructuring plan will require the Company to make capital
expenditures of approximately $10.8 million (net of anticipated
dispositions) during fiscal 1995 to expand storage capacity and
install certain relocated equipment.

      $14.8 MILLION RESTRUCTURING CHARGE IN FOURTH QUARTER
                         OF FISCAL 1994

    As a result of the restructuring plan, the Company will take
a restructuring charge which it estimates will reduce after-tax
net income by approximately $14.8 million, or $.91 per share, in
the fourth quarter of its fiscal year ended August 31, 1994.  The
foregoing per share data is based on 16,329,966 shares
outstanding on a fully diluted basis as of May 31, 1994.  The
restructuring charge is primarily related to facility closures,
severance, and revaluation of affected assets.  Approximately 60%
of the restructuring charge relates to revaluation of affected
assets and, therefore, do not involve any cash expenditures.

    Richard Sands, President and Chief Executive Officer of
Canandaigua said, "We regret the impact that the restructuring
plan will have on affected employees.  This announcement should
in no way reflect on their value and contributions to the
Company."  Mr. Sands added, "We believe the process of
integrating certain aspects of our California operations will
optimize the synergies related to our recent acquisitions and
further enhance shareholder value.  In particular, our evaluation
of the Almaden/Inglenook Acquisition contemplated a potential
restructuring, related expenses and required capital expenditures
in addition to the purchase price; when taking into account the
charge and related expenses, the Acquisition provides an
exceptional value in both economic and strategic terms." 
Mr. Sands also said, "Almaden and Inglenook, the United States'
third and sixth largest selling table wine brands, are important
additions to our portfolio.  Moreover, the acquired facilities
have state-of-the art equipment and strong production
organizations including a strong research and development
department, which will facilitate new product development and the
continued technological improvement of our products and
production methods."

          SOME CALIFORNIA WINERY OPERATIONS CENTRALIZED

    Under the restructuring plan, a major portion of the
Company's California bottling operations will be centralized at
the newly acquired Mission Bell winery.  All bottling operations
at the Company's Central Cellars winery in Lodi, California and
the branded wine bottling operations at the Monterey Cellars
winery in Gonzales, California will be moved to the Mission Bell
winery over the next 12 months.  However, the Company's bottling
operations at the Company's Dunnewood winery in Ukiah, California
will be unaffected.  The Monterey Cellars winery will continue to
be utilized as a crushing, winemaking and contract bottling
facility.  The restructuring plan also provides for the closing
and sale of the Company's Central Cellars and Soledad, California
wineries to reduce surplus capacity; equipment presently utilized
at those facilities will either be relocated or sold.  The
Company anticipates that full implementation of the restructuring
plan will result in the elimination of approximately 260 jobs,
after taking into account approximately 60 new jobs which will be
created under the plan.  Affected employees will receive
severance and other benefits to ease the transition to new
employment.

                        PRO FORMA RESULTS

    The Company also disclosed today that pro forma net sales of
the business acquired in the Almaden/Inglenook Acquisition were
$233.4 million for the year ended September 30, 1993 and $184.8
million for the nine-month period ending June 30, 1994.  Pro
forma earnings before interest, taxes, depreciation and
amortization for the acquired business for the same periods were
$22.9 million and $16.9 million, respectively.  Pro forma
depreciation and amortization for these periods were $3.4 million
and $2.7 million, respectively.  Pro forma net sales of the
Company combined with historical sales of the newly acquired
brands and grape juice concentrate business would be $897.6
million for the year ended August 31, 1993 and $650.8 million for
the nine months ended May 31, 1994.  The Company's combined pro
forma net income from continuing operations would be $33.7
million, or $2.21 per share, for the year ended August 31, 1993
and $22.1 million, or $1.35 per share, for the nine months ended
May 31, 1994.  The foregoing per share data is based on
15,293,002 shares outstanding on a fully diluted basis as of
August 31, 1993, and 16,352,878 shares outstanding on a fully
diluted basis as of May 31, 1994.  With respect to the Company's
combined pro forma results, such pro forma results have been
prepared for comparative purposes only and do not give effect to
any restructuring charge and do not purport to the indicative of
what would have occurred had the recent acquisitions been made at
the beginning of fiscal 1993 or of results which may occur in the
future.

    Canandaigua Wine Company, headquartered in Canandaigua, New
York, is the second largest wine producer, fourth largest
marketer of imported beers and eighth largest producer and
marketer of distilled spirits in the United States.  The
Company's principal brands include Corona beer, Almaden wines,
Inglenook wines, Richards Wild Irish Rose wines, Paul Masson
wines, Taylor California Cellars wines, Cook's champagne,
St. Pauli Girl beer, Cribari wines, Manischewitz wines, J. Roget
champagne, Barton gin and vodka, Tsingtao beer, Ten High bourbon
and Montezuma tequila.

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

                   (a)     Financial Statements of Product Lines
               Acquired by Canandaigua Wine Company, Inc.

                       The Heublein Inc. and Affiliates statements of
               assets and liabilities related to the product lines
               acquired by Canandaigua Wine Company, Inc. as of August
               5, 1994 and the related Statements of Identified Income
               and Expenses of the Product Lines Acquired and
               Statements of Cash Flows for each of the three years in
               the period ended September 30, 1993 and the report of
               KPMG Peat Marwick LLP, independent auditors, thereon,
               together with the notes thereto, are located at pages 3
               through 12 of this Report.

                       The unaudited Intermim Financial Statements of
               Product Lines Acquired by Canandaigua Wine Company,
               Inc. of Heublein Inc. and Affiliates for the nine month
               periods ended June 30, 1994 and 1993, together with the
               notes thereto, are located at pages 13 through 16 of
               this Report.

                   (b) Pro Forma Financial Information.

                       The unaudited condensed consolidated balance
               sheets and the unaudited pro forma condensed
               consolidated statements of income for the year ended
               August 31, 1993 and for the nine months ended May 31,
               1994, and the notes thereto are located at pages 17
               through ___ of this Report.

                   (c) Exhibits.

                       See Index to Exhibits.
                             Heublein Inc. and Affiliates

                    Financial Statements of Product Lines Acquired
                          by Canandaigua Wine Company, Inc.

                       As of August 5, 1994 and for each of the
                         years in the three-year period ended
                                  September 30, 1993

                     (With Independent Auditors' Report Thereon)

                             Heublein Inc. and Affiliates

                                  Table of Contents


                                                                  Page

               Independent Auditors' Report                         5 

               Statement  of  Assets and  Liabilities  Related  to the
               Product Lines
                 Acquired by Canandaigua Wine Company, Inc.         6 
               Statements  of Identified  Income and  Expenses of  the
               Product Lines
                 Acquired by Canandaigua Wine Company, Inc.         7 
               Statements  of Cash Flows of the Product Lines Acquired
               by
                 Canandaigua Wine Company, Inc.                     8 
               Notes to  Financial  Statements of  the  Product  Lines
               Acquired by
                 Canandaigua Wine Company, Inc.                   9-12
                       Independent Auditors' Report


               The Board of Directors
               Heublein Inc.:

               We have  audited the accompanying  statements of assets
               and liabilities  related to the product  lines acquired
               by Canandaigua Wine Company, Inc.  as of August 5, 1994
               and  the  related statements  of identified  income and
               expenses and  cash flows for  each of the years  in the
               three-year period  ended  September 30,  1993.    These
               statements  are the  responsibility of  Heublein Inc.'s
               management.    Our  responsibility  is  to  express  an
               opinion on these statements based on our audits.

               We conducted our  audits in  accordance with  generally
               accepted auditing  standards.  Those  standards require
               that we plan and perform the audit to obtain reasonable
               assurance about  whether the  financial statements  are
               free  of  material  misstatement.    An  audit includes
               examining,  on a  test basis,  evidence supporting  the
               amounts and  disclosures in  the financial  statements.
               An  audit   also  includes  assessing   the  accounting
               principles  used  and  significant  estimates  made  by
               management, as well as evaluating the overall financial
               statement  presentation.   We believe  that our  audits
               provide a reasonable basis for our opinion.

               The product lines acquired by Canandaigua Wine Company,
               Inc. have been operated as an integral part of Heublein
               Inc. and have no  separate legal existence.   The basis
               of preparation of these statements is described in note
               1  and  transactions  with   Heublein  Inc.  and  other
               affiliates are  described in  note 7  to the  financial
               statements.

               In our opinion, the aforementioned financial statements
               present  fairly  the  assets  and  liabilities  of  the
               product  lines  of  Heublein  Inc.  and  Affiliates  at
               August 5, 1994  that were acquired by  Canandaigua Wine
               Company, Inc. and  the results of their  operations and
               their cash  flows for each  of the years in  the three-
               year  period  ended  September 30,  1993  on  the basis
               described in the preceding paragraph  and in conformity
               with generally accepted accounting principles.

               As discussed in note  2, effective October 1, 1992  the
               Company  changed its  method  of applying  overhead  to
               inventory.


                                           KPMG Peat Marwick LLP
               August 31, 1994


                             Heublein Inc. and Affiliates

           Statement of Assets and Liabilities Related to the Product Lines
                      Acquired by Canandaigua Wine Company, Inc.

                                    August 5, 1994

                            (In thousands of U.S. dollars)


                                        Assets

          Current assets:
            Inventories (note 3)                                  $ 106,938
            Prepaid advertising, merchandising and promotion            901
                  Current assets of the product lines acquired      107,839

            Property, plant and equipment, net (note 4)              46,814
            Other assets                                              3,353
            Trademarks,  net of accumulated amortization of
             4,586 (note 2c)                                         19,639

                                                                  $ 177,645


                                     Liabilities

          Current maturing of capital lease obligation (note 9)   $     599
          Accrued advertising, merchandising and promotion               57
          Other accrued liabilities (note 5)                          2,408
                  Current liabilities of the product lines acquired   3,064

          Capital lease obligation (note 9)                           1,287
          Heublein investment in the product lines acquired         173,294

                                                                  $ 177,645



                   See accompanying notes to financial statements.

                       Heublein Inc. and Affiliates

          Statements of Identified Income and Expenses of the Product Lines
          Acquired by
                            Canandaigua Wine Company, Inc.

                    Years ended September 30, 1993, 1992 and 1991

                            (In thousands of U.S. dollars)


                                                      1993    1992    1991

          Net sales                               $ 232,755 217,325 222,425
          Cost of goods sold                        178,229 149,389 150,925
                  Gross profit                       54,526  67,936  71,500

          Operating costs and expenses:
            Advertising, merchandising and
		 promotions expense                  26,404  29,361  25,332
            Allocated selling expense                 3,740   3,433   4,076
            Allocated general and administrative 
             expense                                  8,152   7,792   7,060
            Research and development                  1,644   1,645   1,465
                  Earnings from operations           14,586  25,705  33,567

          Other expense:
            Allocated interest                        4,742   5,725   6,643
            Amortization of trademarks                  623     623     623
            Allocated amortization of goodwill          150     150     150
              Earnings before taxes and cumulative
             effect of change in accounting principle 9,071  19,207  26,151

          Allocated taxes                             3,951   8,059  10,861
                  Earnings before cumulative effect of
                    change in accounting principle    5,120  11,148  15,290

          Cumulative effect of change in accounting
            principle, net of tax (note 2)            1,919     -       -  

                  Net earnings                     $  7,039  11,148  15,290

                   See accompanying notes to financial statements.



                             Heublein Inc. and Affiliates

              Statements of Cash Flows of the Product Lines Acquired by
                            Canandaigua Wine Company, Inc.
            Representing Increase (Decrease) in Cash and Cash Equivalents

                    Years ended September 30, 1993, 1992 and 1991

                            (In thousands of U.S. dollars)

                                                                      

                                                              1993     1992    1991

          Cash flows from operating activities:
            Net earnings                                   $ 7,039   11,148  15,290 
            Adjustments to reconcile net earnings to net
             cash (used in) provided by operating activities:
                Depreciation and amortization                6,269    7,238   6,224 
                (Increase) decrease in inventories          (8,495) (47,478) 16,410 
                (Increase) decrease in prepaid adver-
                   tising merchandising and promotion         (784)      64    (259)
                (Increase) decrease in other assets         (3,505)    (646)    783 
                Increase (decrease) in accrued advertising,
                   merchandising and promotion                (532)     345  (1,273)
                Increase (decrease) in other accrued
                   liabilities                                 297     (115)     54 
                    Net cash (used in) provided by operating
                      activities                               289  (29,444) 37,229 

          Cash flows from investing activities:
            Purchases of property and equipment            (16,010) (2,676) (1,747)
                    Net cash used in investing activities
                                                           (16,010) (2,676) (1,747)

          Cash flows from financing activities:
            Repayments of capital lease obligations   (520)   (481)   (445)
            Net transactions with Heublein Inc.     16,241  32,601 (35,037)
                    Net cash provided by (used in) financing
                     activities                     15,721  32,120 (35,482)

                    Change in cash and cash equivalents
                                                  $     -       -       -  



                   See accompanying notes to financial statements.

                             Heublein Inc. and Affiliates

                  Notes to Financial Statements of the Product Lines
               Acquired by
                            Canandaigua Wine Company, Inc.

                          As of August 5, 1994 and the years
                       ended September 30, 1993, 1992 and 1991

                            (In thousands of U.S. dollars)


               (1) Basis of Presentation

                   The accompanying  financial statements  present the
                   assets sold and the identified income  and expenses
                   of the  product lines of Heublein  Inc. ("Heublein"
                   or  the   Company)  and  affiliates,   acquired  by
                   Canandaigua Wine Company,  Inc. effective August 5,
                   1994  (the "Acquired Product Lines") pursuant to an
                   Asset  Purchase Agreement  (the  "Agreement").   In
                   accordance  with the  agreement  the cash  purchase
                   price is approximately $130 million.

                   The  assets  of  the  Acquired  Product  Lines   as
                   presented  in  the accompanying  statements  of net
                   assets acquired include  as of August 5,  1994 (the
                   closing  date   of  the  Agreement)   the  Heublein
                   historical book  balances of raw materials and bulk
                   inventory, supplies,  work in process  and finished
                   goods inventory  of the Inglenook and  Almaden Wine
                   Brands and  Heublein's Grape  Concentrate Business,
                   and  certain  other  minor  brands,  certain  fixed
                   assets, trademarks and other assets and liabilities
                   associated with  the aforementioned  product lines.
                   These product lines  have never been operated  as a
                   separate  business entity but  rather have  been an
                   integral  part of the spirits and wines business of
                   Heublein Inc.

                   The statements of identified income and expenses of
                   the Acquired Product  Lines have been prepared  for
                   each  of the years  in the three-year  period ended
                   September 30, 1993 (Heublein's  fiscal year ended).
                   These  statements include  the net  sales, cost  of
                   goods   sold,   advertising,    merchandising   and
                   promotion  expense,  and research  and  development
                   expense, that substantially relate directly to  the
                   Acquired  Product  Lines.    All other  income  and
                   expense items  are allocated  based on  estimations
                   and  assumptions as if  the Acquired  Product Lines
                   had been operated on a stand-alone basis during the
                   periods presented.   The basis  for presenting  the
                   allocated income  and expense items is  as follows:


                             HEUBLEIN INC. AND AFFILIATES

                 Notes to Financial Statements of the Products Lines
               Acquired by
                            Canandaigua Wine Company, Inc.



                   (a) selling  expenses  are allocated  by  deducting
                   amounts  related  to   product  lines  retained  by
                   Heublein   from   total  wines   division   selling
                   expenses; (b) general  and administrative  expenses
                   are  allocated  based  upon  (i) for  direct  wines
                   division  expenses,  the  proportion  of net  sales
                   volume of the Acquired Product Lines to total wines
                   net  sales  volume  and (ii) for  central  division
                   expenses, the proportion of gross sales revenues of
                   the  Acquired Product  Lines  to total  gross sales
                   revenues;  (c) interest  expense  is  allocated  by
                   first  determining   the  percentage   relationship
                   between  the  net assets  of  the  Acquired Product
                   Lines versus the total net assets, which percentage
                   is  then applied to the actual interest incurred to
                   determine the  allocation  for  the  product  lines
                   sold,  (d) amortization  of goodwill  is  allocated
                   based  upon the  goodwill recorded  related to  the
                   Acquired  Product Lines  amortized  over a  40-year
                   period, (e) income taxes are allocated assuming the
                   activities  of the  Acquired Product  Lines  were a
                   separate tax paying entity.

                   Management  believes  the above  allocations  to be
                   reasonable under the  circumstances; however, there
                   can  be no assurances that such allocations will be
                   indicative of future results of  operations or what
                   the financial position and results of operations of
                   the Acquired Product  Lines would have been  had it
                   been  a  separate,  stand-alone  entity during  the
                   periods covered.

               (2) Summary of Significant Accounting Policies

                   (a) Inventories

                       Inventories  are stated at the lower of cost or
                       market.   Cost is determined  by specific  lots
                       for the majority of bulk wines and aging brandy
                       and the  first-in, first-out (FIFO)  method for
                       all  other inventory.   Marketability  has been
                       determined based upon product testing performed
                       in accordance with the Agreement.

                             HEUBLEIN INC. AND AFFILIATES

                 Notes to Financial Statements of the Products Lines
               Acquired by
                            Canandaigua Wine Company, Inc.



                       Bulk wines and brandy in storage for aging over
                       a  number  of  years are  included  in  current
                       assets in accordance with industry practice.

                       Effective October 1, 1992,  the Company changed
                       its  method  of applying  certain  overheads to
                       inventory.   A portion  of the overheads  which
                       previously  were   applied  to   the  inventory
                       bottling process  are now  applied to  the bulk
                       wine crushing  and  fermenting  process.    The
                       Company  believes the  change was  necessary to
                       more accurately apply overheads  to the process
                       to  which  the  costs  relate.     The  Company
                       believes  the  change  in application  of  this
                       accounting principle  is preferable  because it
                       improves the  matching of  overhead costs  with
                       the  related   revenue  and  it   improves  the
                       comparability   of   operating    results   and
                       financial   position   with  those   of   other
                       companies.    The  cumulative  effect  of  this
                       change on  October 1, 1992  was $1,919 (net  of
                       $1,481  of income taxes).   The effect  of this
                       change on 1993 results was not significant.

                   (b) Property, Plant and Equipment

                       Property,   plant   and   equipment,  including
                       significant improvements thereto,  are recorded
                       at   cost.     Expenditures  for   repairs  and
                       maintenance are charged to expense as incurred.
                       Depreciation  and  amortization   are  computed
                       generally by the  straight-line method over the
                       estimated useful lives of the respective assets
                       within the following ranges:

                         Buildings and building improvements  1 to 40 years
                          Machinery, fixtures, fittings
			                           and tools              			      4 to 15 years
                         Leasehold improvements and capital   Remaining lease
                           leases                             life or life of
							                                                        improvements



                             HEUBLEIN INC. AND AFFILIATES

                 Notes to Financial Statements of the Products Lines
               Acquired by Canandaigua Wine Company, Inc.



                   (c) Trademarks

                       Trademarks   represent   the   cost,   net   of
                       amortization, of acquired  brand names included
                       in the  product lines  acquired.   Included  in
                       trademarks is the Almaden  trademark, which was
                       owned by  an affiliate  of Heublein Inc.  until
                       August  2, 1994  when it  was  acquired by  the
                       Company.  The trademarks are being amortized on
                       a straight-line basis over periods ranging from
                       10 to 40 years.

                   (d) Net Sales and Revenues and Cost of Goods Sold

                       Net sales and  revenues and cost of  goods sold
                       are presented  net of federal and  state excise
                       taxes of $42,988  in 1993, $40,854 in  1992 and
                       $35,559 in 1991.

                   (e) Taxes

                       The results  of  the  Company's  United  States
                       operations  are  included in  the  consolidated
                       federal  income  tax  return  of  its  ultimate
                       United    States    parent    company,    Grand
                       Metropolitan Incorporated.   The  provision for
                       income  taxes  has been  provided  assuming the
                       activities of the acquired product lines were a
                       separate tax  paying entity with  taxes settled
                       on a current basis.

                       United   States  and   Canadian  excise   taxes
                       constitute  a  lien   on  in-bond  inventories.
                       Since  these   taxes  are  not   payable  until
                       inventories  are  withdrawn from  bond,  excise
                       taxes have  not  been accrued  with respect  to
                       such inventories,  in accordance  with industry
                       practice.

               (3) Inventories

                   The components of inventories at August 5, 1994 are
               as follows:

                           Raw materials and 
                             bulk inventories              $ 89,687
                           Supplies                           2,131
                           Finished goods                    15,120

                                   Total                   $106,938

                   Inventories  whose cost  is determined  by specific
               lots amount to $63,064.

               (4) Property, Plant and Equipment

                   Property, plant and equipment at August 5, 1994 are
               summarized as follows:

                           Land and vineyards              $  1,548
                           Buildings and building
                             improvements                    25,428
                           Plant and machinery               82,500
                           Fixtures, fittings and tools       2,430
                           Capital leases                     5,000
                           Construction in progress           6,141
                                                            123,047

                           Less accumulated depreciation
                            and amortization                (76,233)
                                                           $ 46,814

               (5) Other Accrued Liabilities

                   Other accrued liabilities at August 5, 1994
               consists of:

                           Accounts payable                 $ 1,040
                           Accrued keg deposits                 485
                           Accrued vacation                     408
                           Other                                475
                                                            $ 2,408

               (6) Interest Expense

                   Interest  expense has  been calculated  by applying
                   Heublein's  actual  interest  expense  incurred  on
                   actual net  borrowings, to  the  percentage of  the
                   average net assets of the Acquired Product Lines to
                   Heublein's  average  total   net  assets.     Those
                   percentages  are 9.1% for  1993, 7.8% for  1992 and
                   6.5% for 1991.


               (7) Taxes

                   The  provision for  taxes  differs from  the amount
                   computed  by applying  the  statutory U.S.  federal
                   income tax rate of 34.75% for 1993 and 34% for 1992
                   and 1991 to income before income taxes as follows:

        
                                                          
                                                     1993   1992    1991
                                                  
               Tax at statutory rate              $ 3,152  6,530   8,891
               State income taxes, net of federal
                 tax benefit                          531  1,266   1,706
               Other                                  268    263     264

                                                  $ 3,951  8,059  10,861

         The  results  of operations  of  the  Acquired  Product Lines  will  be
         included in  the consolidated federal  and state income tax  returns of
         Grand Metropolitan Incorporated through the date of sale.

     (8) Related Party Transactions

         Transactions with Heublein and other affiliated companies for the years
         ended December 31, 1993, 1992 and 1991 relate to the following:

                                                     1993   1992  1991

               Sales to related parties           $  674   1,144  636 

     (9) Commitments

         The following  schedule sets  forth future  minimum rental  obligations
         from August 5, 1994 under the long term capital lease:

                                                         Capital lease
                                                          obligations 

             Fiscal year ending September 30:
               1994                                      $    120
               1995                                           720
               1996                                           720
               1997                                            540
                   Total minimum payments                    2,100

             Less interest                                    (214)

                   Present value of minimum payments      $  1,886

         The carrying  value of  the long-term capital  lease approximates  fair
         value  since the  interest  rate  charged  approximates  the  Company's
         current borrowing rates for similar instruments.


                             Heublein Inc. and Affiliates


           Unaudited Interim Financial Statements of Product Lines Acquired
                          by Canandaigua Wine Company, Inc.

                           For the nine month periods ended
                                June 30, 1994 and 1993


                             Heublein Inc. and Affiliates

          Statements of Identified Income and Expenses of the Product Lines
                      Acquired by Canandaigua Wine Company, Inc.

                       Nine months ended June 30, 1994 and 1993

                            (In thousands of U.S. dollars)

                                      Unaudited

                                                         1994    1993

     Net sales                                       $ 180,514 173,689
     Cost of goods sold                                140,140 131,124
             Gross profit                               40,374  42,565

     Operating costs and expenses:
      Advertising, merchandising and promotions expense 18,480  19,278
       Allocated selling expense                         3,213   2,805
       Allocated general and administrative expense      6,574   6,117
       Research and development                          1,206   1,236
             Earnings from operations                   10,901  13,129

     Other expense:
       Allocated interest                                4,131   3,620
       Amortization of trademarks                          467     467
       Amortization of goodwill                            113     113
             Earnings before taxes and cumulative effect
               of change in accounting principle         6,190   8,929

     Allocated taxes                                     2,777   3,813
             Earnings before cumulative effect of change
               in accounting principles                  3,413   5,116

     Cumulative effect of change in accounting principle   -     1,919

             Net earnings                             $  3,413   7,035

                             Heublein Inc. and Affiliates

              Statements of Cash Flows of the Product Lines Acquired by
                            Canandaigua Wine Company, Inc.
            Representing Increase (Decrease) in Cash and Cash Equivalents

                       Nine months ended June 30, 1994 and 1993

                            (In thousands of U.S. dollars)

                                      Unaudited

                                                         1994    1993

     Cash flows from operating activities:
       Net earnings                                   $ 3,413   7,035 
       Adjustments to reconcile net earnings to cash
        provided by operating activities:
          Depreciation and amortization                 4,313   4,317 
          Decrease in inventories                      16,085  25,065 
          Decrease in prepaid advertising,
           merchandising and promotion                  1,216     465 
          (Increase) decrease in other assets             936  (2,986)
          Decrease in accrued advertising, merchandis-
           ing and promotion                           (1,710) (2,200)
          Increase (decrease) in other accrued
            liabilities                                   462    (780)
               Net cash provided by operating 
                activities                             24,715  30,916

     Cash flows from investing activities:
       Purchases of property and equipment             (2,591) (6,500)
               Net cash used in investing activities   (2,591) (6,500)

     Cash flows from financing activities:
       Repayments of capital lease obligations           (418)   (386)
       Net transactions with Heublein Inc.            (21,706)(24,030)
               Net cash used in financing activities  (22,124)(24,416)

               Change in cash and cash equivalents   $     -       -  


                             Heublein Inc. and Affiliates

                Notes to Unaudited Financial Statements of the Product Lines
                                      Acquired by
                            Canandaigua Wine Company, Inc.

                  For the nine months ended June 30, 1994, and 1993


               (1) Management Representations:

                   The  accompanying  financial statements  have  been
               prepared by Heublein,  without audit,  pursuant to  the
               rules and  regulations of  the Securities and  Exchange
               Commission applicable to interim reporting and reflect,
               in the  opinion of Heublein, all  adjustments necessary
               to  present fairly  the  financial information  for the
               Product  Lines acquired  by  Canandaigua Wine  Company,
               Inc.  All  such adjustments are  of a normal  recurring
               nature.   Certain information and  footnote disclosures
               normally included in  financial statements, prepared in
               accordance   with    generally   accepted    accounting
               principles,  have been  omitted  as  permitted by  such
               rules  and  regulations.   These  financial  statements
               should  be  read  in  conjunction  with  the  financial
               statements and related notes, included in Heublein Inc.
               and  Affiliates  Financial  Statements of  the  Product
               Lines  Acquired by Canandaigua Wine Company, Inc. as of
               August  5, 1994 and the years ended September 30, 1993,
               1992, and 1991, included herein.

               (2) Basis of Presentation:

                   The statements of identified income and expenses of
               the product lines acquired by Canandaigua Wine Company,
               Inc. have  been  prepared for  the  nine-month  periods
               ended June 30, 1994 and 1993.  These statements include
               the  net  sales,  cost  of  goods  sold,   advertising,
               merchandising and  promotion expense, and  research and
               development expense, that substantially relate directly
               to  the  Product  Lines  Acquired by  Canandaigua  Wine
               Company, Inc. pursuant to  an Asset Purchase  Agreement
               dated  August 3,  1994.  All  other income  and expense
               items  are   allocated   based   on   estimations   and
               assumptions as if  the Product Lines Acquired  had been
               operated  on a  stand-alone  basis  during the  periods
               presented.    The basis  for  presenting the  allocated
               income  and expense items  is as follows:   (a) selling
               expenses are  allocated by deducting amounts related to
               product lines  retained  by Heublein  from total  wines
               division    selling   expenses;    (b)   general    and
               administrative expenses  are allocated  based upon  (i)
               for direct  wines division expenses, the  proportion of
               net sales volume of the Product Lines Acquired to total
               wines  net sales volume  and (ii) for  central division
               expenses, the proportion of gross sales revenues of the
               Product Lines  Acquired to total  gross sales revenues;
               (c) interest expense is  allocated by first determining
               the percentage relationship  between the net  assets of
               the Product Lines Acquired versus the total net assets,
               which percentage is then applied to the actual interest
               incurred  to determine the  allocation for  the product
               lines sold,  (d) amortization of goodwill  is allocated
               based upon the goodwill recorded related to the Product
               Lines  Acquired amortized  over a  40-year period,  (e)
               income taxes are  allocated assuming the  activities of
               the Product Lines  Acquired were a separate  tax paying
               entity.

                   Heublein  believes  the  above  allocations  to  be
               reasonable under the circumstances; however, there  can
               be  no   assurances  that  such  allocations   will  be
               indicative  of future results of operations or what the
               financial  position  and results  of operations  of the
               Product  Lines Acquired would  have been had  it been a
               separate,   stand-alone  entity   during  the   periods
               covered.


                        PRO FORMA CONSOLIDATED FINANCIAL DATA

                                     (Unaudited)

                    The  following  pro forma  consolidated  financial
               data  of Canandaigua Wine Company, Inc. (the "Company")
               consists of a Pro Forma  Condensed Consolidated Balance
               Sheet (unaudited)  (the "Pro  Forma Balance Sheet"),  a
               Fiscal Year Pro Forma Condensed Consolidated  Statement
               of  Income  (unaudited)  (the "Fiscal  Year  Pro  Forma
               Income  Statement") and a Nine Months Interim Pro Forma
               Condensed Consolidated Statement  of Income (unaudited)
               (the "Nine  Month  Pro  Forma  Income  Statement"  and,
               together  with  the  Pro Forma  Balance  Sheet  and the
               Fiscal  Year Pro Forma Income Statement, the "Pro Forma
               Statements").

                    The   Pro  Forma   Balance   Sheet  reflects   the
               combination of the  balance sheet of the  Company as of
               May   31,  1994  and   the  statement  of   assets  and
               liabilities related to  the product  lines acquired  by
               the Company  from Heublein  Inc. and  Affiliates as  of
               August 5,  1994  (the assets  and  assumed  liabilities
               related to the acquired brands (the  "Almaden/Inglenook
               Product Lines")) as adjusted for the acquisition of the
               Almaden/Inglenook Product Lines (the "Almaden/Inglenook
               Acquisition").    The   Pro  Forma  Balance   Sheet  is
               presented as  if the Almaden/Inglenook  Acquisition had
               been consummated on May 31, 1994.

                    The  Fiscal   Year  Pro  Forma   Income  Statement
               reflects the  combination of the  income statements  of
               the Company for the year  ended August 31, 1993, Barton
               Incorporated ("Barton") for  the ten-month period ended
               June  28,  1993, Vintners  International  Company, Inc.
               ("Vintners") for the year  ended July 31, 1993 and  the
               statement of  identified  income and  expenses  of  the
               product  lines acquired  by the  Company from  Heublein
               Inc.  and Affiliates for  the year ended  September 31,
               1993, as  adjusted for  (i) the  acquisition of  Barton
               (the  "Barton  Acquisition"), (ii)  the  acquisition of
               substantially  all  of  the  assets  of  Vintners  (the
               "Vintners Acquisition"),  the offering and sale of $130
               million of  the  Company's 8  3/4% Senior  Subordinated
               Notes (the  "Notes Offering"),  and the  application of
               the  net proceeds therefrom  and the conversion  of the
               Company's  7% Convertible  Subordinated Debentures  due
               2011  into  the  Company's Class  A  Common  Stock (the
               "Conversion")   and    (iii)   the    Almaden/Inglenook
               Acquisition.    The  Fiscal   Year  Pro  Forma   Income
               Statement is  presented  as if  such transactions  were
               consummated on September 1, 1992.

                  The Nine  Month Pro Form Income statement reflects
               the  combination  of  the  income  statements  for  the
               Company  for  the  nine  months  ended  May  31,  1994,
               Vintners for the  six weeks ended October 15,  1993 and
               the  statement of identified income and expenses of the
               product lines  acquired by  the  Company from  Heublein
               Inc. and Affiliates for the nine months  ended June 30,
               1994, as adjusted for (i) the Vintners Acquisition, the
               Notes  Offering and the application of the net proceeds
               therefrom,   and   the   Conversion   and   (iii)   the
               Almaden/Inglenook  Acquisition.    The  Nine Month  Pro
               Forma  Income   Statement  is  presented  as   if  such
               transactions were consummated on September 1, 1993.

                    The  Pro   Forma  Statements  should  be  read  in
               conjunction  with  the  separate  historical  financial
               statements  of the  Company, Barton,  Vintners and  the
               Almaden/Inglenook Product Lines, the related notes  and
               "Management's  Discussion  and  Analysis  of  Financial
               Condition  and  Results  of  Operations" not  appearing
               herein.   The  Pro  Forma  Statements  are  based  upon
               currently  available   information  and   upon  certain
               assumptions that  the Company  believes are  reasonable
               under the circumstances.   The Pro Forma  Statements do
               not purport  to represent what  the Company's financial
               position or  results of operations would  actually have
               been if  the aforementioned  transactions  in fact  had
               occurred on such date or at the beginning of the period
               indicated  or  to   project  the  Company's   financial
               position or results of operations at any future date or
               for any future period.



                      CANANDAIGUA WINE COMPANY, INC. AND ALMADEN/INGLENOOK PRODUCT LINES

                          Pro Forma Condensed Consolidated Balance Sheet (Unaudited)

                                               Historical                    Pro Forma Adjustments

                                          Company   Almaden/Inglenook
                                           as of    Product Lines as of    For the Almaden/
                                          May 31,        August 5,             Inglenook      Pro Forma
                                           1994             1994              Acquisition    Consolidated
                                                (In Thousands)
                                                                                  
     Assets:
     Cash and cash equivalents             $1,540                                                $1,540
     Accounts receivable, net              98,248                                                98,248
     Inventories                          215,516          106,938                (32,533) (a)  289,921

     Prepaid expenses and other
     current assets                        19,461              901                               20,362

     Property, plant and equipment,
     net                                  167,698           46,814                 20,686(a)    235,198

     Other assets                          77,306           22,992                  6,256(a)    110,154
                                                                                    3,600(b)

                                        _________       __________             __________      ________
       Total assets                      $579,769         $177,645                ($1,991)     $755,423
                                        _________       __________             __________     _________
     Liabilities and Stockholders' 
         Equity:

     Current maturities of long-term
     and short-term debt                   $8,794             $599                $13,000(c)    $22,393

     Notes payable                         38,000                                                38,000

     Account payable and accrued
     liabilities                           96,656            2,465                  3,204(b)    102,325

     Other current liabilities             11,399                                                11,399

     Long-term debt (excluding
       current portion)                   178,432            1,287                111,938(c)    291,657

     Other long-term liabilities            7,852                                  40,319(a)     48,171

     Deferred income taxes                 31,480                                                31,480
                                         ________         ________              _________      ________
       Total liabilities                  372,613            4,351                168,461       545,425
                                         ________         ________              _________      ________
     Common stock                             178                                                   178

     Additional paid-in capital           110,067                                   2,842(e)    112,909


     Retained earnings                    104,575                                               104,575
     Heublein investment in product
       Lines acquired                                      173,294               (173,294)(d)
                                           (7,664)                                               (7,664)
                                       __________        _________             __________    __________
       Total stockholders' equity         207,156          173,294               (170,452)      209,998
                                        _________         ________             __________     _________
       Total liabilities and
          stockholders' equity           $579,769         $177,645                ($1,991)     $755,423
                                         ________         ________             ___________     ________


                            CANANDAIGUA WINE COMPANY, INC.
                         AND ALMADEN/INGLENOOK PRODUCT LINES

               Notes to Pro Forma Condensed Consolidated Balance Sheet
                                      (Unaudited)

                    (dollars in thousands, except per share data)

          (a)  For purchase accounting, the Almaden/Inglenook Product Lines
               assets have  been recorded  at estimated  fair market  value
               subject to adjustment based on the results of an independent
               appraisal.   The purchase  price and  estimated fair  market
               value are  based, in part,  on the  value of net  assets, as
               defined in the asset purchase  agreement, on August 5, 1994.
               The estimated  amounts recorded  for assets  and liabilities
               acquired from Heublein Inc. and Affiliates, are not expected
               to  differ materially from  the final assigned  values.  The
               estimated  purchase  cost  is  $175,654  consisting  of  (i)
               $25,000 for the assignment of  the Almaden specified brands,
               (ii) $500 for a covenant not to compete, (iii) estimated net
               assets at August  5, 1994 of $143,332, (iv)  less a discount
               of $47,575, (v)  direct acquisition  and financing costs  of
               $5,663,  (vi)  loss reserve  on  future noncancelable  grape
               purchase contracts of $40,319, (vii)  severance liability to
               employees  not retained  of $1,222, (viii) liabilities
               assumed of $4,351  and (ix) $2,842 reflecting  the estimated
               value, subject to  the results of an  independent valuation,
               assigned to 600,000 options to  purchase the Company's Class
               A   Common   Stock   granted    in   connection   with   the
               Almaden/Inglenook Acquisition.   The  acquired inventory  is
               stated at its  acquisition cost as it is  not practicable to
               restate  this  inventory  on the  last-in,  first-out (LIFO)
               basis used by the Company.

          Purchase Cost:
               Assignment of the Almaden specified brands . . .  $25,000
               Covenant not to compete  . . . . . . . . . . . . . .  500
               Estimated book value of assets . . . . . . . . .  143,332
               Less discount  . . . . . . . . . . . . . . . . .  (47,575)
                                                                 _______
                  Cash purchase price . . . . . . . . . . . . .  121,257
               Issuance of 600,000 options to purchase the 
                Company's Class A Common Stock  . . . . . . . . .  2,842
               Direct acquisition and financing costs . . . . . .  5,663
               Loss reserve on future noncancelable grape
                 purchase contracts . . . . . . . . . . . . . . . 40,319
               Liabilities assumed  . . . . . . . . . . . . . . .  4,351
               Severance liability to employees not retained  . .  1,222
                                                                  ______
                  Total purchase cost . . . . . . . . . . . . .  175,654
               Fair market value of Almaden/Inglenook 
                 Product Line assets  . . . . . . . . . . . . .  158,929
                                                                 _______
               Excess of purchase cost over fair market value
                of asset acquired . . . . . . . . . . . . . . .  $16,725
                                                                 _______

          (b)  Reflects  the  liability  for $3,204  of  direct acquisition
               costs  including: (i)  an accrual  for  severance and  other
               costs of $1,222, and (ii)  $1,982 of transaction costs.  See
               notes (a) above and (c) below.

          (c)  Reflects  the sources and application of funds in connection
               with the Almaden/Inglenook Acquisition, as follows:

              Sources of funds:
               Borrowings under the Credit Facility
                  Revolving Loans . . . . . . . . . . . . . . .  $13,000
                  Term Loans  . . . . . . . . . . . . . . . . .  111,938
               Accounts Payable and accrued liabilities . . . . .  1,982
               Stockholders' equity:
                 Options issued to purchase 600,000 shares of the 
                  Company's Class A Common Stock  . . . . . . . .  2,842
                                                                 _______
                     Total sources of funds . . . . . . . . . . $129,762
                                                                ________
             Application of funds:
               Cash purchase price  . . . . . . . . . . . . . . $121,257
               Payment of direct financing and transaction cost .  5,663
               Options to purchase 600,000 shares of the  
                 Company's Class A Common Stock . . . . . . . . .  2,842
                                                                ________
                      Total uses of funds . . . . . . . . . . . $129,762
                                                                ________
          (d)  Reflects  the  elimination of  Heublein's investment  in the
               Almaden/Inglenook Product Lines.

          (e)  Reflects  the  issuance  of an  option  to  purchase 600,000
               shares of the Company's Class A Common Stock, exercisable at
               $30  per share  for 200,000  shares  and $35  per share  for
               400,000 shares.  The option  has been recorded based upon an
               average  estimated amount  of  $4.74  per  share,  which  is
               subject  to final adjustment  based upon  the results  of an
               independent valuation.


                    CANANDAIGUA WINE COMPANY, INC., BARTON INCORPORATED, VINTNERS INTERNATIONAL COMPANY, INC.
                                             AND ALMADEN/INGLENOOK PRODUCT LINES

                         Fiscal Year Pro Forma Condensed Consolidated Statement of Income and Other Data
                                                           (UNAUDITED)
                                     Historical                           Pro Forma Adjustments
                       ______________________________________      ___________________________________
                                                     Almaden/               For the       
                                                     Inglenook             Vintners       
                         Company  Barton   VintnersProduct Lines         Acquisition,  For the
                       Year EndedTen MonthsYear EndedYear Ended   For the Conversion  Almaden/
                        Aug. 31,   Ended   July 31,  Sept. 30,    Barton  & the Notes Inglenook Pro Forma
                          1993 Jun 28, 1993  1993      1993     AcquisitionOffering  AcquisitionConsolidated
                                          (dollars in thousands, except per share data)
                                                                          
Income Statement Data:

Net sales            $306,308  $200,188 (a)$156,397 $232,755               $1,309(h)    $653 (r)  $897,610
Cost of product sold  214,931   145,167 (a) 123,405  178,229       (776)(b)(5,902)(i) (1,995)(r)  $649,612
                                                                            1,000(j)  (3,086)(s)
                                                                                        (463)(w)
                                                                                        (433)(x)
                                                                                        (465)(y)
                   ____________________    ________ ___________________   __________________    __________
Gross profit           91,377    55,021      32,992   54,526        776     6,211      7,095       247,998

Selling, general and
administrative expenses59,983    36,783      30,779   39,940       (287)(b) 1,404(h)   3,421 (r)  $168,219
                                                                   (509)(c)  (258)(i)   (162)(s)
                                                                     79(d)   (139)(k)    (55)(u)
                                                                  1,300(e)     61(l)     600 (v)
                                                                               90(m)  (1,683)(w)
                                                                           (3,735)(n)
                                                                               68(o)
                                                                              539(p)
                    ___________________   _____________________________   __________________    __________
Operating income       31,394    18,238       2,213   14,586        193     8,181      4,974        79,779
interest expense, net (6,126)      (236)    (22,571) (4,742)     (2,385)(f)    95(h)  (2,328)(t)  ($23,9310
                                                                            7,941(k)
                                                                            4,189(o)
                                                                            2,232(p)
Other                                                  (773)                            773  (r)
Nonrecurring transaction
   costs                                     (1,789)                                              ($1,789)
                   ____________________  ________________________________________ __________    __________

Income (loss) before
  income taxes and
  cummulative effect of
  change in accounting 25,268    18,002     (22,147)   9,071     (2,192)   22,638      3,419        54,059


Provision for (benefit
  from) federal and state
  income taxes          9,664     6,069           0    3,951       (833)(g)   186(q)   1,299 (z)   $20,336
                     ________  _________  _________  _______    _______ _________  _________   ___________
Income from continuing
  operations           15,604    11,933     (22,147)   5,120     (1,359)   22,452      2,120        33,723

Cumulative effect of
  change in accounting
  principle, net of tax                                1,919                                         1,919
                     _________ ________   _________ ___________ _______  _________ _________    __________
Net income            $15,604   $11,933    ($22,147)  $7,039    ($1,359)  $22,452     $2,120       $35,642
                     --------- --------   ---------- ---------- -------- --------- ---------    ----------  

Per Share Data:
Income from continuing
  operations:
  Primary                  $1.30                                                                        $2.22
  Fully diluted            $1.20                                                                        $2.21

Cumulative effect of
  change in accounting
  principle:
  Primary                                                                                               $0.12
  Full Diluted                                                                                          $0.12

Net income:
  Primary                  $1.30                                                                        $2.34
  Fully diluted            $1.20                                                                        $2.33

Weighted average shares
  outstanding 
  Primary          11,963,652                                                               15,203,114(aa)
  Fully diluted    15,203,114                                                               15,293,002(aa)





                                            
                           CANANDAIGUA WINE COMPANY, INC., 
                                BARTON INCORPORATED, 

                        VINTNERS INTERNATIONAL COMPANY, INC.,
                         AND ALMADEN/INGLENOOK PRODUCT LINES

                Notes to Fiscal Year Pro Forma Condensed Consolidated
               Statement

                                      of Income
                                (dollars in thousands)

                                     (Unaudited)

               (a)  Historic  Barton sales  and cost  of product  sold
                    reflect a  reclassification of  federal and  state
                    excise taxes and certain other items to conform to
                    the Company's classification.

               (b)  Reflects the adjusted depreciation expense related
                    to the property, plant and  equipment of Barton on
                    the  assumption that  the  Barton Acquisition  had
                    taken place on  September 1,  1992.  These  assets
                    have been restated at their  estimated fair market
                    values   and  depreciated   using  the   Company's
                    depreciation  methods  over the  remaining  useful
                    lives of the assets.  The decrease in depreciation
                    expense of $1,063, as compared to that recorded by
                    Barton, was  allocated, as  indicated, to  cost of
                    product   sold   and  to   selling,   general  and
                    administrative expenses.

               (c)  Reflects  the  adjusted amortization  expense  for
                    intangible  assets.     These  assets   have  been
                    recorded at their estimated fair market value  and
                    amortized using the Company's amortization methods
                    over their estimated  useful lives.   The decrease
                    in  amortization  expense of  $509 as  compared to
                    that recorded  by Barton  was allocated to  agency
                    license agreements, distribution relationships and
                    trade names.

               (d)  Reflects amortization of  deferred financing costs
                    of  $79 over the  term of the  Credit Facility (72
                    months).

               (e)  Reflects  the accounting  for expenses  associated
                    with  certain  assumed liabilities  in  connection
                    with the Barton Acquisition.

               (f)  Reflects an increase in interest expense of $2,385
                    relating  to  the  debt  incurred to  finance  the
                    Barton Acquisition  calculated at an  assumed rate
                    of 5% per annum.

               (g)  Reflects  the  additional tax  benefit  calculated
                    using a combined federal and state income tax rate
                    of 38%.

          (h)  Historic   Vintners   net   sales,   selling,  general   and
               administrative expenses  and  interest  income  reflect  the
               reclassification  of  certain   items  to  conform  to   the
               Company's classification.

          (i)  Reflects the  adjusted depreciation  expense related  to the
               acquired property, plant,  and equipment of Vintners  on the
               assumption that the Vintners Acquisition  had taken place on
               September 1, 1992.  These assets have been restated at their
               estimated  fair  market  values  and depreciated  using  the
               Company's  depreciation methods  over  the remaining  useful
               lives  of the  assets.   The  Company utilizes  a convention
               whereby one-half of  the annual depreciation is  recorded in
               the  year  of  acquisition  and  one-half  in  the  year  of
               disposition.  The decrease in depreciation expense of $6,160
               as compared  to that recorded by Vintners  was allocated, as
               indicated, to  cost of product sold and selling, general and
               administrative expenses.

          (j)  Reflects increased lease expense related to the Hammondsport
               lease on the  assumption that the lease was  entered into on
               September 1, 1992.

          (k)  Reflects the elimination  of Vintners'  interest expense  of
               $22,700 and amortization of debt financing costs of $139 and
               reflects an increase in interest expense of $14,759 relating
               to the debt  incurred to  finance the Vintners  Acquisition.
               Interest expense  was calculated using  an assumed  interest
               rate which started at 9.25% per annum and increased over the
               12 month  period to  11.75% per annum  for the  subordinated
               bank loan and an assumed interest  rate of 5% per annum  for
               the revolving loans.

          (l)  Reflects amortization of  intangible assets  of $61 over  40
               years using the straight-line method.

          (m)  Reflects amortization  of deferred  financing  costs of  $90
               over the  term of the  subordinated bank  loan (120  months)
               using the effective interest method.

          (n)  Reflects  the  elimination  of  compensation  and   benefits
               attributable to the net reduction  of certain management and
               sales personnel in connection with the Vintners Acquisition.

          (o)  Reflects the elimination  of interest expense of  $4,189 and
               amortization expense and transaction costs of $68 related to
               the  Company's convertible debentures  based upon an assumed
               conversion on September 1, 1992.

          (p)  Reflects  the issuance  of $130,000  of Notes issued  by the
               Company in  the Notes  Offering and  the application  of the
               estimated net proceeds  therefrom, together with  additional
               revolving  loans  under the  credit  facility, to  repay the
               subordinated bank loan.   Also, reflects the  elimination of
               interest expense of  $13,813 on the subordinated  bank loan,
               the addition  of interest  expense of  $11,375 on  the Notes
               Offering utilizing an interest rate of 8.75%  per annum, the
               addition  of  interest  expense of  $206  on  the additional
               revolving loans utilizing an assumed interest rate of 5% per
               annum, the amortization  of direct  financing costs of  $411
               related  to  the Notes  Offering, the  write-off of  $142 of
               unamortized deferred financing costs and the reversal of the
               current year amortization of $14 related to the subordinated
               bank loan.

          (q)  Reflects the additional  tax expense  assuming that the  pro
               forma income before taxes is  reduced by Vintners historical
               net loss using a combined  federal and state income tax rate
               of 38%.

          (r)  Historic Almaden/Inglenook  Product Lines' net  sales, costs
               of  product   sold,  selling,  general   and  administrative
               expenses and other  reflect the reclassification of  certain
               items to conform to the Company's classification.

          (s)  Reflects  the adjusted depreciation  expense related  to the
               acquired   property,    plant   and    equipment   of    the
               Almaden/Inglenook Product  Lines on the  assumption that the
               Almaden/Inglenook Acquisition had  taken place on  September
               1, 1992.  These assets have been restated at their estimated
               fair    market values  and  depreciated using  the Company's
               depreciation methods over the remaining  useful lives of the
               assets.  The Company utilizes  a convention whereby one-half
               of  the  annual  depreciation  is recorded  in  the  year of
               acquisition and one-half  in the year  of disposition.   The
               decrease in depreciation  expense of  $3,248 as compared  to
               that  recorded  on  a historical  basis,  was  allocated, as
               indicated, to cost of product sold  and selling, general and
               administrative expenses.

          (t)  Reflects the  elimination of historical interest  expense of
               $4,742  and  reflects  an increase  in  interest  expense of
               $7,070  relating  to  the  debt   incurred  to  finance  the
               Almaden/Inglenook Acquisition and  to reflect the  Company's
               interest cost to finance the annual grape harvest.  Interest
               expense was  calculated using  an assumed  interest rate  of
               4.5% per annum for the term and revolving loans.

          (u)  Reflects  the adjusted  amortization expense  for intangible
               assets.  These  assets have been recorded at their estimated
               fair  market  value   and  amortized  using   the  Company's
               amortization methods over their estimated useful lives.  The
               decrease in amortization expense of $55 as compared to  that
               recorded on a historical basis was allocated to goodwill and
               trade names.

          (v)  Reflects amortization  of deferred  financing costs  of $600
               over  the  term of  the  bank  loan  (72 months)  using  the
               effective interest method.

          (w)  Reflects  the  elimination   of  compensation  and  benefits
               attributable to the net  reduction of certain management and
               sales  personnel in  connection  with the  Almaden/Inglenook
               Acquisition.

          (x)  Reflects the elimination of  post retirement benefit expense
               of  $433  as the  liability  to  existing retirees  was  not
               assumed by the Company and no  post retirement benefits will
               be offered  to  the  new  Almaden/Inglenook  Product  Lines'
               employees  hired  by   the  Company  at  the  date   of  the
               Almaden/Inglenook Acquisition.

          (y)  Reflects the elimination  of $465 of repair  and maintenance
               expense to conform to the   Company's capitalization policy.

          (z)  Reflects the  additional  tax  expense  calculated  using  a
               combined federal and state income tax rate of 38%.

          (aa) Reflects the historical  weighted average shares outstanding
               adjusted  for  the  assumed   conversion  of  the  Company's
               convertible debentures and the assumed exercise of an option
               to  purchase  500,000  shares  and  600,000  shares  of  the
               Company's  Class  A  Common  Stock  in connection  with  the
               Vintners Acquisition and  the Almaden/Inglenook Acquisition,
               respectively.     For  purposes  of calculating  primary net
               income  per share,  the  effects  of   the  exercise of  the
               Vintners and  the  Almaden/Inglenook  Product  Line  options
               determined under the treasury stock method was antidilutive.
               For  purposes  of  calculating fully  diluted  earnings  per
               share, the effects  of the exercise of the   Vintners option
               determined  under  the treasury  stock method  increased the
               weighted  average  shares  by  89,888,  and the  effects  of
               exercise of  the  Almaden/Inglenook  Product  Lines  options
               determined under the treasury stock method was antidilutive.



                   CANANDAIGUA WINE COMPANY, INC., VINTNERS INTERNATIONAL COMPANY, INC.
                                  AND ALMADEN/INGLENOOK PRODUCT LINES

                  Nine Month Interim Pro Forma Condensed Consolidated Statement of Income
                                                (UNAUDITED)
                                     Historical                        Pro Forma Adjustments
                       ______________________________________           ___________________

                          Company     VintnersAlmaden/Inglenook     
                          For the      For the  Product Lines    For the
                           Nine       Six Weeks For the Nine    Vintners       For the
                       Months Ended     Ended   Months Ended  Acquisition,  Almaden/Inglenook
                          May 31,    October 15,  June 30,   Conversion and  Product lines  Pro Forma
                           1994         1993        1994   the Notes Offering Acquisition Consolidated

                               (dollars in thousands, except per share data)
                                                                            
Income Statement Data:

Net Sales                $448,739      $17,263   $180,514                        $4,299   (k)$650,815
Cost of product sold      319,640       13,999    140,140           (700)(b)      2,310   (k)472,572
                                                                     125   (c)  (1,916)   (l)
                                                                                   (344)  (p)
                                                                                   (325)  (q)
                                                                                  (357)   (r)
                       __________    _________  _________        _______      _________   _________
Gross profit              129,099        3,264     40,374            575          4,931     178,243

Selling general and
administrative 
expense                    87,109        4,742     29,473           (55)   (a)    2,569   (k)122,539
                                                                    (23)   (b)     (101)  (l)
                                                                       8   (e)      (41)  (n)
                                                                       9   (f)      450   (o)
                                                                   (467)   (g)   (1,251)  (p)
                                                                     (20)  (h)
                                                                     137   (i)
                        _________   ___________            ____________        ________     _______  
_________
Operating income           41,990       (1,478)    10,901            986          3,305      55,704
Interest expense, net     (12,846)      (2,788)    (4,131)           (55)  (a)   (1,521)  (m)(19,269)
                                                                   1,077   (d)
                                                                     682   (h)
                                                                     313   (i)
                                                    (580)                           580   (k)
Other                  __________   ____________           ___________     ________       ________   
__________
Income (loss) before
  provision for 
  (benefit from)
  federal and state income
  taxes                    29,144       (4,266)     6,190          3,003          2,364      36,435

Provision for (benefit
  from) federal and state
  income taxes             11,094                   2,777           (480)  (j)      898   (s)14,289
                        _________  ___________  _________      _________       ________  __________
Net income                $18,050      $(4,266)    $3,413         $3,483         $1,466     $22,146
                        _________  ____________ __________     _________       ________  __________
Per Share Data:
Net income:
  Primary                      $1.16                                                             $1.36
  Fully diluted                $1.13                                                             $1.35

Weighted average shares
  outstanding 
  Primary              15,590,328                                                    16,333,409 (t)
  Fully diluted        16,329,966                                                    16,352,878 (t)




                           CANANDAIGUA WINE COMPANY, INC., 
                        VINTNERS INTERNATIONAL COMPANY, INC.,
                         AND ALMADEN/INGLENOOK PRODUCT LINES
                   Notes to Nine Month Interim Pro Forma Condensed
                                (dollars in thousands)
                                     (Unaudited)

          (a)  Historic  Vintners   selling,  general   and  administrative
               expenses and interest income reflect the reclassification of
               certain items to conform to the Company's classification.

          (b)  Reflects the adjusted  depreciation expense  related to  the
               acquired property, plant, and   equipment of Vintners on the
               assumption  that the Vintners Acquisition had taken place on
               September 1, 1993.  These assets have been restated at their
               estimated  fair  market  values  and  depreciated  using the
               Company's  depreciation methods  over  the remaining  useful
               lives  of  the assets.   The  Company utilizes  a convention
               whereby     one-half of the annual  depreciation is recorded
               in  the year  of acquisition  and  one-half in  the year  of
               disposition.  The  decrease in depreciation expense  of $723
               as compared to  that recorded by Vintners  was allocated, as
               indicated, to cost of product sold and  selling, general and
               administrative expenses.

          (c)  Reflects increased lease expense related to the Hammondsport
               lease on the  assumption that the lease was  entered into on
               September 1, 1992.

          (d)  Reflects  the elimination  of  Vintners interest  expense of
               $2,846 and amortization  of debt financing costs  of $14 and
               reflects an increase in interest expense of $1,783  relating
               to  the debt incurred  to finance the  Vintners Acquisition.
               Interest expense was   calculated using an  assumed interest
               rate which started at 9.25% per annum and increased over the
               9 month period to 11.25% per annum for the subordinated bank
               loan  and an assumed interest  rate of 5%  per annum for the
               revolving loans.

          (e)  Reflects amortization  of intangible  assets of  $8 over  40
               years using the straight-line method.

          (f)  Reflects amortization of deferred financing costs of $9 over
               the term  of the subordinated  bank loan (120  months) using
               the effective interest method.

          (g)  Reflects  the  elimination  of   compensation  and  benefits
               attributable to the net reduction  of certain management and
               sales personnel in connection with the Vintners Acquisition.

          (h)  Reflects the  elimination of  interest expense  of $682  and
               amortization expense and transaction costs of $20 related to
               the Company's convertible debentures  based upon an  assumed
               conversion on September 1, 1993.

          (i)  Reflects  the issuance  of $130,000 of  notes issued  by the
               Company  in the  Notes Offering  and the application  of the
               estimated net  proceeds therefrom, together  with additional
               revolving  loans  under the  credit  facility, to  repay the
               subordinated bank loan.   Also, reflects the  elimination of
               interest expense of  $1,803 on  the subordinated bank  loan,
               the addition of interest  expense of $1,422  on the Notes   
               utilizing an interest rate of  8.75% per annum, the addition
               of interest expense of $68 on the additional revolving loans
               utilizing an assumed interest rate  of 5% per annum, and the
               amortization of direct  financing costs  of $137 related  to
               the notes.  

          (j)  Reflects the additional  tax expense  assuming that the  pro
               forma income before taxes is  reduced by Vintners historical
               net loss using a combined  federal and state income tax rate
               of 38%.

          (k)  Historic Almaden/Inglenook Product  Lines' net sales,  costs
               of product  sold  and, selling,  general and  administrative
               expenses and  other reflect the reclassification  of certain
               items to   conform to the Company's classification.

          (l)  Reflects  the adjusted depreciation  expense related  to the
               acquired   property,    plant   and    equipment   of    the
               Almaden/Inglenook Product  Lines on the  assumption that the
               Almaden/Inglenook Acquisition had  taken place on  September
               1, 1993.  These assets have been restated at their estimated
               fair    market values  and  depreciated using  the Company's
               depreciation methods over the remaining  useful lives of the
               assets.  The Company utilizes  a convention whereby one-half
               of  the  annual  depreciation  is recorded  in  the  year of
               acquisition and one-half  in the year  of disposition.   The
               decrease in depreciation  expense of  $2,017 as compared  to
               that  recorded  on  a historical  basis,  was  allocated, as
               indicated, to cost of product sold  and selling, general and
               administrative expense.

          (m)  Reflects the  elimination of historical interest  expense of
               $4,131  and  reflects  an increase  in  interest  expense of
               $5,652  relating  to  the  debt   incurred  to  finance  the
               Almaden/Inglenook Acquisition and  to reflect the  Company's
               interest cost to finance the annual grape harvest.  Interest
               expense was  calculated using  an assumed  interest rate  of
               4.5% per annum for the term and revolving loans.

          (n)  Reflects  the adjusted  amortization expense  for intangible
               assets.  These  assets have been recorded at their estimated
               fair  market  value   and  amortized  using   the  Company's
               amortization methods over their estimated useful lives.  The
               decrease in amortization expense of $41 as compared to  that
               recorded on a historical basis was allocated to goodwill and
               trade names.

          (o)  Reflects amortization  of deferred  financing costs  of $450
               over  the  term of  the  bank  loan  (72 months)  using  the
               effective interest method.

          (p)  Reflects  the  elimination   of  compensation  and  benefits
               attributable to the net reduction  of certain management and
               sales  personnel in  connection  with the  Almaden/Inglenook
               Acquisition.

          (q)  Reflects the elimination of post retirement  benefit expense
               of  $325  as  the liability  to  existing  retirees  was not
               assumed by the Company and  no post retirement benefits will
               be offered to the  new Almaden and Inglenook  Product Lines'
               employees   hired  by  the  Company  at   the  date  of  the
               Almaden/Inglenook Acquisition.

          (r)  Reflects the elimination  of $357 of repair  and maintenance
               expense to conform to the   Company's capitalization policy.

          (s)  Reflects  the  additional  tax expense  calculated  using  a
               combined federal and state income tax rate of 38%.

          (t)  Reflects the historical weighted average shares  outstanding
               adjusted  for  the  assumed  conversion  of   the  Company's
               convertible debentures and the assumed exercise of an option
               to  purchase  500,000  shares  and  600,000  shares  of  the
               Company's  Class  A  Common  Stock  in connection  with  the
               Vintners Acquisition and  the Almaden/Inglenook Acquisition,
               respectively.     For  purposes  of calculating  primary net
               income  per  share,  the  effects of  the  exercise  of  the
               Vintners  option determined under  the treasury stock method
               increased  the  weighted average  shares  by 17,173  and the
               effect  of the  exercise  of the  Almaden/Inglenook  Product
               Lines options   determined under  the treasury stock  method
               was antidilutive.  For purposes of calculating fully diluted
               earnings per  share,  the effects  of  the exercise  of  the
               Vintners option determined under  the treasury stock  method
               increased the   weighted average  shares by 22,912,  and the
               effects of  exercise of the Almaden/Inglenook  Product Lines
               options  determined  under  the  treasury  stock  method was
               antidilutive.

                                  SIGNATURES

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



                                    CANANDAIGUA WINE COMPANY, INC.


Dated:  Sept. 7, 1994                   By:  /s/Richard Sands         
                                            Richard Sands, President and
                                            Chief Executive Officer


                                 SUBSIDIARIES

                                    Batavia Wine Cellars, Inc.


Dated:  Sept. 7, 1994                        By:/s/Richard Sands         
                                            Richard Sands, Vice President

                                    Bisceglia Brothers Wine Co.


Dated:  Sept. 7, 1994                        By: /s/Richard Sands         
                                            Richard Sands, Vice
                                            President

                                    Canandaigua West, Inc.


Dated:  Sept. 7, 1994                        By:/s/Richard Sands    
                                            Richard Sands, President

                                           California Products Company


Dated:  Sept. 7, 1994                        By: /s/Richard Sands         
                                            Richard Sands, Vice
                                            President

                                      Guild Wineries & Distilleries,
                                     Inc.


Dated:  Sept. 7, 1994                        By: /s/Richard Sands    
                                            Richard Sands, Chairman of
                                            the Board

                                    Tenner Brothers, Inc.


Dated:  Sept. 7, 1994                        By: /s/Richard Sands         
                                            Richard Sands, Vice
                                            President


                                    Widmer's Wine Cellars, Inc.


Dated:  Sept. 7, 1994                        By:/s/Richard Sands    
                                            Richard Sands, Vice
    					    President

                                    Barton Incorporated


Dated:  Sept. 7, 1994                     By: /s/Richard Sands    
                                            Richard Sands, Vice
     					    President

                                    Barton Brands, Ltd.


Dated:  Sept. 7, 1994                     By:/s/Richard Sands    
                                            Richard Sands, Vice
                                             President

                                    Barton Beers, Ltd.


Dated:  Sept. 7, 1994                       By:  /s/Richard Sands    
                                           Richard Sands, Vice
                                        President

                                    Barton Brands of California, Inc.


Dated:  Sept. 7, 1994                        By:/s/Richard Sands    
                                            Richard Sands, Vice
                                        President

                                    Barton Brands of Georgia, Inc.


Dated:  Sept. 7, 1994                    By:/s/    Richard Sands    
                                        Richard Sands, Vice President

                                    Barton Distillers Import Corp.


Dated:  Sept. 7, 1994                        By: /s/Richard Sands    
                                            Richard Sands, Vice
                                        President

                                    Barton Financial Corporation


Dated:  Sept. 7, 1994                     By:/s/Raymond E. Powers        
                                            Raymond E. Powers, Vice President

                                    Stevens Point Beverage Co.


Dated:  Sept. 7, 1994                     By:/s/Richard Sands    
                                            Richard Sands, Vice President

                                    Monarch Wine Company, Limited
                                    Partnership


Dated:  Sept. 7, 1994                     By:/s/Richard Sands    
                                            Richard Sands, Vice
                                        President Barton
                                            Management, Inc., General
                                        Partner

                                    Barton Management, Inc.


Dated:  Sept. 7, 1994                        By:   /s/Richard Sands    
                                            Richard Sands, Vice
                                            President

                              Vintners International Company, Inc.


Dated:  Sept. 7, 1994                        By:/s/Richard Sands    
                                            Richard Sands, President




                                     INDEX TO EXHIBITS


          (1)  Underwriting agreement

               Not Applicable.

          (2)  Plan    of    acquisition,    reorganization,   arrangement,
               liquidation or succession

               (a)  Asset  Purchase  Agreement between  Heublein,  Inc. and
                    Canandaigua  Wine Company,  Inc. dated  August 3,  1994
                    (including a list  briefly identifying all  contents of
                    all  omitted  exhibits  and  schedules  thereto  *)  is
                    incorporated herein by reference to Exhibit 2(a) to the
                    Registrant's  Current Report on  Form 8-K, dated August
                    5, 1994,  of which this  Amendment No. 1 on  Form 8-K/A
                    forms   a   part.      The   Registrant   will  furnish
                    supplementally to the Commission upon request a copy of
                    any omitted exhibit or shedule thereto.

               (b)  Second  Amendment and Restatement dated as of August 5,
                    1994  of Amendment and  Restatement of Credit Agreement
                    dated as  of June  29, 1993  among the  Registrant, its
                    subsidiaries  and certain  banks  for which  The  Chase
                    Manhattan  Bank  (National  Association)  act as  agent
                    (including a list  briefly identifying the  contents of
                    all  omitted  exhibits  and  schedules  thereto  *)  is
                    incorporated herein by reference to Exhibit 2(b) to the
                    Registrant's  Current Report on  Form 8-K, dated August
                    5, 1994,  of which this  Amendment No. 1 on  Form 8-K/A
                    forms   a   part.      The   Registrant   will  furnish
                    supplementally to the Commission upon request a copy of
                    any omitted exhibit or shedule thereto.

               (c)  Security Agreement dated as of August 5, 1994 among the
                    Registrant,  its  Subsidiaries  and certain  banks  for
                    which The Chase  Manhattan Bank (National  Association)
                    acts as agent (including a list briefly identifying the
                    contents of all omitted  exhibits and schedules thereto
                    *)  is incorporated herein by reference to Exhibit 2(b)
                    to the Registrant's  Current Report on Form  8-K, dated
                    August 5, 1994,  of which this Amendment No.  1 on Form
                    8-K/A  forms a  part.    The  Registrant  will  furnish
                    supplementally to the Commission upon request a copy of
                    any omitted exhibit or shedule thereto.

          (4)  Instruments  defining   the  rights  of   security  holders,
               including indentures

               Not Applicable.

          (16) Letter re change in certifying accountant

  Not Applicable.

          (17) Letter re director resignation

               Not Applicable.

          (20) Other documents or statements to security holders

               Not Applicable.

          (23) Consents of experts and counsel

               Consent of  KPMG  Peat Marwick  LLP  is attached  hereto  as
               Exhibit 23 at page ___ of this Report.

          (24) Power of attorney

               Not Applicable.

          (27) Financial Data Schedule

               Not Applicable.

          (99) Additional Exhibits

               None.

          *    The  Registrant will provide  copies to security  holders of
          any of the referenced omitted exhibits upon written request.