EXHIBIT 10.1
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AMENDMENT NUMBER 5
TO THE
CANANDAIGUA WINE COMPANY, INC.
1989 EMPLOYEE STOCK PURCHASE PLAN


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

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

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

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

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


CANANDAIGUA BRANDS, INC.


By: /s/ Richard Sands
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Richard Sands, President