AMEND. 5, SOP

Exhibit 10.1

Amendment No. 5
To The
Canandaigua Wine Company, Inc.
Stock Option And Stock Appreciation Right Plan

Pursuant to Paragraph 15 of the Canandaigua Wine
Company, Inc. Stock Option and Stock Appreciation Right
Plan (the "Plan"), the Board of Directors hereby amends
the Plan, effective upon the date hereof, as set forth
below.

Paragraph 17 of the Plan is hereby amended and
restated in its entirety as follows:

17. Administration. The Plan shall be
administered by the Committee as it may be
constituted from time to time. The Committee
shall consist of at least two members of the
Board selected by the Board, all of whom shall
be Disinterested Persons. A Disinterested
Person for purposes of the Plan is one who is
not, during the one-year period prior to
service on the Committee, or during such
service, granted or awarded equity securities
pursuant to the Plan or pursuant to any other
plan of the Company. Decisions of the
Committee concerning the interpretation and
construction of any provisions of the Plan or
of any option or SAR granted pursuant to the
Plan shall be final. The Company shall effect
the grant of options and SARs under the Plan in
accordance with the decisions of the Committee,
which may, from time to time, adopt rules and
regulations for carrying out the Plan. For
purposes of the Plan, an option or an SAR shall
be deemed to be granted when the written
agreement for the same is signed on behalf of
the Company by its duly authorized officer or
representative. Subject to the express
provisions of the Plan, the Committee shall
have the authority, in its discretion and
without limitation: to determine the
individuals to receive options and SARs,
whether an option is intended to be an
incentive stock option or a non-statutory stock
option, the times when such individuals shall
receive such options or SARs, the number of
Shares to be subject to each option or SAR, the
term of each option or SAR, the date when each
option or SAR shall become exercisable, or when
each SAR will mature, whether an option or SAR
shall be exercisable or mature in whole or in
part in installments, the form in which payment
of an SAR will be made (i.e., cash, Shares, or
any combination thereof), the number of Shares
to be subject to each installment, the date
each installment shall become exercisable or
mature, the term of each installment and the
option price of each option, to accelerate the
date of exercise of any option or SAR or
installment thereof, and to make all other
determinations necessary or advisable for
administering the Plan.

IN WITNESS WHEREOF, Canandaigua Wine Company, Inc.
has caused the instrument to be executed on February
10, 1994.

CANANDAIGUA WINE COMPANY, INC.

By: /s/ Richard Sands
_________________________
Its: President