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

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)  October 11, 2006
 
 
CONSTELLATION BRANDS, INC.
(Exact name of registrant as specified in its charter)
 
 
         Delaware         
  
        001-08495       
  
         16-0716709       
(State or other jurisdiction
of incorporation)
  
(Commission
File Number)
  
(IRS Employer
   Identification No.)
 
 
370 Woodcliff Drive, Suite 300, Fairport, NY      14450
(Address of Principal Executive Offices)
 
 (Zip Code)
 
                Registrant's telephone number, including area code
  
(585) 218-3600 
 
                Not Applicable                    
(Former name or former address, if changed since last report)
 
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
 
 o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
 o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
 o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
 o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
ITEM 5.03
AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR.
 
      On October 11, 2006, Constellation Brands, Inc. (the “Company”) filed a Certificate of Elimination with the Secretary of State of the State of Delaware effecting the elimination from the Company’s Restated Certificate of Incorporation of all matters set forth in the Certificate of Designations with respect to the 5.75% Series A Mandatory Convertible Preferred Stock of the Company (the “Preferred Stock”), no shares of which were issued and outstanding following the automatic conversion of the Preferred Stock into shares of the Class A Common Stock of the Company on September 1, 2006. The Certificate of Elimination, which was effective October 11, 2006, is attached to this report as Exhibit 3.1 and is incorporated by reference herein.
 
      Also on October 11, 2006 and following the filing and effectiveness of the Certificate of Elimination, the Company filed a Restated Certificate of Incorporation with the Secretary of State of the State of Delaware, restating and integrating, without further amending, the Company’s Certificate of Incorporation, as such Certificate of Incorporation had heretofore been restated, amended or supplemented.   The Restated Certificate of Incorporation, which also was effective October 11, 2006, is attached hereto as Exhibit 3.2 and is incorporated by reference herein.

ITEM 9.01
FINANCIAL STATEMENTS AND EXHIBITS.
 
(a)
 Financial statements of businesses acquired.

 
 Not applicable.

(b)
 Pro forma financial information.
 
 
 Not applicable.

(c)
 Shell company transactions.

 
 Not applicable.
 
(d)
 Exhibits.  
 
 
 The following exhibit is furnished as part of this Current Report on Form 8-K:

Exhibit No.
  
Description
     
 
3.1
  
Certificate of Elimination of the Company.
 
    
 
3.2
  
Restated Certificate of Incorporation of the Company.
 
    
 

 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
 
 
CONSTELLATION BRANDS, INC.
     
Date: October 12, 2006
By:
/s/ Thomas S. Summer          
   
Thomas S. Summer,
Executive Vice President and
Chief Financial Officer
 
 
 
INDEX TO EXHIBITS
 
Exhibit No.
  
Description
     
(1)
  
UNDERWRITING AGREEMENT
     
   
Not Applicable.
     
(2)
  
PLAN OF ACQUISITION, REORGANIZATION, ARRANGEMENT, LIQUIDATION OR SUCCESSION
     
   
Not Applicable.
     
(3)
  
ARTICLES OF INCORPORATION AND BYLAWS
3.1
   Certificate of Elimination of the Company.
3.2
  
Restated Certificate of Incorporation of the Company.
     
(4)
  
INSTRUMENTS DEFINING THE RIGHTS OF SECURITY HOLDERS, INCLUDING INDENTURES
     
   
Not Applicable.
     
(7)
  
CORRESPONDENCE FROM AN INDEPENDENT ACCOUNTANT REGARDING NON-RELIANCE ON A PREVIOUSLY ISSUED AUDIT REPORT OR COMPLETED INTERIM REVIEW
     
   
Not Applicable.
     
(14)
  
CODE OF ETHICS
     
   
Not Applicable.
     
(16)
  
LETTER RE CHANGE IN CERTIFYING ACCOUNTANT
     
   
Not Applicable.
     
(17)
  
CORRESPONDENCE ON DEPARTURE OF DIRECTOR
     
   
Not Applicable.
     
(20)
  
OTHER DOCUMENTS OR STATEMENTS TO SECURITY HOLDERS
     
   
Not Applicable.
     
(23)
  
CONSENTS OF EXPERTS AND COUNSEL
     
   
Not Applicable.
     
(24)
  
POWER OF ATTORNEY
     
   
Not Applicable.
     
(99)
  
ADDITIONAL EXHIBITS
     
 
  
Not Applicable.
     
(100)
  
XBRL-RELATED DOCUMENTS
     
   
Not Applicable.