FORM 3
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  CONSTELLATION BRANDS, INC.
 2. Date of Event Requiring Statement (Month/Day/Year)
05/16/2004		 3. Issuer Name and Ticker or Trading Symbol
CHALONE WINE GROUP LTD [CHLN]
(Last)
(First)
(Middle)
370 WOODCLIFF DRIVE, SUITE 300		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
_____ Officer (give title below) __X__ Other (specify below)
See note (3).
 5. If Amendment, Date Original Filed(Month/Day/Year)
05/25/2004
(Street)

FAIRPORT, NY 14450		 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)		 2. Amount of Securities Beneficially Owned
(Instr. 4)		 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)		 4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 5,556,103 (1) (2) (3)
I
See note (3).

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)		 2. Date Exercisable and Expiration Date
(Month/Day/Year)		 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)		 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)		 6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
9% Convertible Subordinated Promissory Notes   (4) 08/21/2004 Common Stock 1,033,363 $ 9.4207 I See note (3).

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
CONSTELLATION BRANDS, INC.
370 WOODCLIFF DRIVE, SUITE 300
FAIRPORT, NY 14450		       See note (3).

Signatures

Richard Sands, Chairman and Chief Executive Officer, ON BEHALF OF CONSTELLATION BRANDS, INC. 10/25/2004
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) The Reporting Person disclaims beneficial ownership of such securities, except to the extent, if any, of the Reporting Person's pecuniary interest therein. See note (3).
(2) Based on information provided by another person (the "Other Person"). The Reporting Person has no responsibility for the accuracy or completeness of such information.
(3) The Reporting Person does not own any securities of the issuer, but may be deemed to be a member of a group, within the meaning of Rule 13d-5 under the Securities Exchange Act of 1934, which may be deemed to beneficially own the reported securities. The securities reported in column 2 of Table I and in column 3 of Table II are owned by the Other Person who may be deemed to be a member of such group. The Reporting Person has a contractual right to receive a portion of the proceeds of the sale of such securities reported in column 2 of Table I and in column 3 of Table II under certain circumstances. Neither the filing of this Form 3 nor any of the information contained herein shall be construed as an admission that the Reporting Person has formed or is a member of any such group, or beneficially owns or has a pecuniary interest in any such securities. See note (1).
(4) Based upon information provided by the Other Person, $11,000,000 aggregate principal amount of 9% convertible subordinated promissory notes of the issuer were automatically convertible on August 21, 2004 unless converted earlier at the option of the Reporting Person upon a change of control of the issuer.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.

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