AMENDMENT NO. 4 TO THE
CANANDAIGUA WINE COMPANY, INC.
STOCK OPTION AND STOCK
APPRECIATION RIGHT PLAN

    Pursuant to Paragraph 15 of the Company's Stock Option and
Stock Appreciation Right Plan (the "Plan"), the Board of Directors
hereby amends the Plan, effective October 28, 1993, as set forth
below; provided that if the stockholders of the Company fail to
approve and ratify this Amendment at the next Annual Meeting of
stockholders of the Company, then this Amendment shall be null and
void and any options granted pursuant to this Amendment shall be
automatically cancelled.
    Paragraph 3 of the Plan is amended to read as follows:
        3.  STOCK SUBJECT TO OPTIONS AND SARs.  Subject to the
    provisions of Section 11 hereof, options may be granted under
    the Plan to purchase, and SARs may be granted with respect
    to, in the aggregate, not more than three million (3,000,000)
    Shares.  The Shares may, in the discretion of the Board of
    Directors of the Company, consist either in whole or in part
    of authorized but unissued Shares or Shares held in the
    treasury of the Company, and the Shares may, in the
    discretion of the Committee, become subject to incentive
    stock options, non-statutory stock options, or SARs.  Any
    Shares subject to an option or SAR which for any reason
    expires or is terminated unexercised or without maturing as
    to such Shares shall continue to be available for options or
    SARs under the Plan.

    IN WITNESS WHEREOF, Canandaigua Wine Company, Inc. has caused
this instrument to be executed as of the 28th day of October,
1993.

                            CANANDAIGUA WINE COMPANY, INC.


                            By: ________________________

                            Title: