S-8: Initial registration statement for securities to be offered to employees pursuant to employee benefit plans

As filed with the Securities and Exchange Commission on October 4, 1999
Registration No. 333-

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

CANANDAIGUA BRANDS, INC.
(exact name of registrant as specified in its charter)


DELAWARE 16-0716709
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)


300 Willowbrook Office Park,
Fairport, New York 14450
(Address of Principal Executive Offices) (Zip Code)


CANANDAIGUA BRANDS, INC. LONG-TERM STOCK INCENTIVE PLAN
(Full title of the Plan)


Robert Sands, Esq.
Chief Executive Officer, International,
Executive Vice President and General Counsel
Canandaigua Brands, Inc
300 Willowbrook Office Park
Fairport, New York 14450
(716) 218-2169
(Name, address, including zip code, and telephone
number, including area code, of agent for service)


Copy to:
John C. Partigan, Esq.
Nixon Peabody LLP
900 Clinton Square
Rochester, New York 14604
(716) 263-1000
- --------------------------------------------------------------------------------
CALCULATION OF REGISTRATION FEE

Proposed Proposed
Title of Maximum Maximum
Securities Offering Aggregate Amount of
to be Amount to be Price Per Offering Registration
Registered(1) Registered(1) Share (2) Price Fee
- ------------- ------------- --------- ----- --------
Class A 154,082 $52.00 $8,012,264 $ 2,227.41
Common Stock 249,500 $44.75 $11,165,125 $ 3,103.90
$.01 par value 3,000 $53.25 $159,750 $44.41
per share 3,600 $57.3125 $206,325 $57.36
3,589,818 $57.44 (3) $206,199,146 $57,323.36

(1) Pursuant to Rule 416(b) under the Securities Act of 1933, this registration
statement covers such additional shares of Class A Common Stock as may be
issuable pursuant to anti-dilution provisions of the Plan.
(2) Inserted solely for the purpose of calculating the registration fee pursuant
to Rule 457(h)(1)
(3) As instructed by Rule 457(h)(1) and estimated in accordance with Rule
457(c), based upon the average of the high and low prices for the registrant's
Common Stock on the NASDAQ National Market System reported as of September 28,
1999.



Explanatory Note

Canandaigua Brands, Inc. (formerly known as Canandaigua Wine Company,
Inc.) (the "Company") filed a Registration Statement on Form S-8 on November 22,
1994 (Reg. No. 33-56557) and a Post Effective Amendment No. 1 to such
Registration Statement on November 29, 1994 (as amended, the "Prior Registration
Statement") relating to the registration of shares of the Company's Class A
Common Stock.

On September 1, 1997 the Company changed its name to Canandaigua
Brands, Inc. Pursuant to General Instruction E of Form S-8, this Registration
Statement on Form S-8 (the "Registration Statement") registers an additional
4,000,000 shares of the Company's Class A common stock which may be acquired
under the Company's Long-Term Stock Incentive Plan.

The contents of the Prior Registration Statement are incorporated
herein by reference.


Part II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 5. Interests of Named Experts and Counsel.

James A. Locke III, Esq. serves as a Member of the Board of Directors
of the Company. Mr. Locke is a partner in the law firm Nixon Peabody LLP, which
firm has rendered an opinion regarding the legality of the securities offered by
the Registration Statement. A copy of the Opinion of Nixon Peabody LLP is
attached hereto as Exhibit 5.

Item 8. Exhibits.

See Exhibit Index.







SIGNATURES

The Registrant. Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to believe that it
meets all the requirements for filing on Form S-8, and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Rochester, State of New York, on the 2nd day of
October, 1999.

CANANDAIGUA BRANDS, INC.


By: /s/ Robert Sands
Robert Sands
Executive Vice President
and General Counsel

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

/s/ Richard Sands Director, Chairman of October 1, 1999
- ------------------------ the Board, President and
Richard Sands Chief Executive
Officer (Principal
Executive Officer)

/s/ Robert Sands Director, October 1, 1999
----------------------- Executive Vice President
Robert Sands and General Counsel


/s/ Thomas S. Summer Senior Vice President October 1, 1999
----------------------- and Chief Financial Officer
Thomas S. Summer (Principal Financial and
Accounting Officer)

/s/ George Bresler Director October 2, 1999
-----------------------
George Bresler

/s/ James A. Locke, III Director October 1, 1999
- ------------------------
James A. Locke, III



/s/ Thomas C. McDermott Director October 1, 1999
- ------------------------
Thomas C. McDermott


/s/ Paul L. Smith Director October 4, 1999
- ------------------------
Paul L. Smith






EXHIBIT INDEX

Exhibit No. Description Location
- ---------- ----------- --------

5-1 Legal Opinion of Nixon Peabody LLP Filed Herewith


23-1 Consent of Nixon Peabody LLP Contained in opinion
filed as Exhibit 5-1
to this Registration
Statement

23-2 Consent of Arthur Andersen LLP, Filed Herewith
independent accountants