EXHIBIT 4.4


     THIRD SUPPLEMENTAL  INDENTURE (the "Supplement"),  dated as of December 19,
1997, is entered into by and among CANANDAIGUA BRANDS, INC. (formerly known
as Canandaigua  Wine Company,  Inc.), a Delaware  corporation  (the  "Company"),
CANANDAIGUA   EUROPE  LIMITED  and  ROBERTS  TRADING  CORP.,  each  a  New  York
corporation and each a wholly owned subsidiary of the Company (collectively, the
"New Guarantors"), and THE CHASE MANHATTAN BANK, a New York banking corporation,
as Trustee (the "Trustee").


                  RECITALS OF THE COMPANY AND THE NEW GUARANTOR

     WHEREAS,  the Company,  the  Guarantors  and the Trustee have  executed and
delivered an Indenture,  dated as of December 27, 1993, as  supplemented,  among
the Company, the Guarantors and the Trustee (the "Indenture")  providing for the
issuance  by the  Company  of  $130,000,000  aggregate  principal  amount of the
Company's  8 3/4%  Senior  Subordinated  Notes due 2003 (the  "Securities")  and
pursuant  to  which  the  Guarantors  have  agreed  to  guarantee,  jointly  and
severally,  the  full  and  punctual  payment  and  performance  when due of all
Indenture Obligations.

     WHEREAS,  the New  Guarantors are each a Subsidiary and pursuant to Section
1014(b) of the  Indenture  are  obligated to enter into the  Supplement  thereby
guaranteeing  the punctual  payment and  performance  when due of all  Indenture
Obligations;

     WHEREAS,  pursuant to Section 901(e) of the Indenture, the Company, the New
Guarantors and the Trustee may enter into this Supplement without the consent of
any Holder;

     WHEREAS,  the  execution  and  delivery of this  Supplement  have been duly
authorized by a Board  Resolution of the  respective  Boards of Directors of the
Company and the New Guarantors; and

     WHEREAS,  all conditions and requirements  necessary to make the Supplement
valid and  binding  upon the  Company and the New  Guarantors,  and  enforceable
against the Company and the New  Guarantors in accordance  with its terms,  have
been performed and fulfilled;

     NOW, THEREFORE, in consideration of the above premises, each of the parties
hereto agrees, for the benefit of the others and for the equal and proportionate
benefit of the Holders of the Securities, as follows:


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                                     Page 2


                                   ARTICLE ONE
                                THE NEW GUARANTEE

     Section 1.01. For value received,  the New  Guarantors,  in accordance with
Article  Fourteen  of the  Indenture,  hereby  absolutely,  unconditionally  and
irrevocably  guarantee  (the "New  Guarantees"),  jointly  and  severally  among
themselves  and the  Guarantors,  to the Trustee and the Holders,  as if the New
Guarantors were the principal debtor,  the punctual payment and performance when
due of all Indenture Obligations (which for purposes of the New Guarantees shall
also be  deemed to  include  all  commissions,  fees,  charges,  costs and other
expenses  (including  reasonable  legal fees and  disbursements  of one counsel)
arising out of or incurred by the Trustee or the Holders in connection  with the
enforcement of the New Guarantees).  The agreements made and obligations assumed
hereunder by the New Guarantors  shall each  constitute and shall each be deemed
to  constitute  a  Guarantee  under the  Indenture  and for all  purposes of the
Indenture,  and each New  Guarantor  shall be  considered  a  Guarantor  for all
purposes of the Indenture as if it was originally named therein as a Guarantor.

     Section 102. The New Guarantees shall be automatically and  unconditionally
released and  discharged  upon the occurrence of the events set forth in Section
1014(c) of the Indenture.

     Section 103.  Each New  Guarantor  hereby waives and will not in any manner
whatsoever,   claim  or  take  the  benefit  or  advantage  of,  any  rights  of
reimbursement,  indemnity or subrogation or any other rights against the Company
or any other  Subsidiary as a result of any payment by such New Guarantor  under
its Guarantee under the Indenture.


                                   ARTICLE TWO
                                  MISCELLANEOUS

     Section 201. Except as otherwise  expressly  provided or unless the context
otherwise  requires,  all terms used herein  which are defined in the  Indenture
shall  have  the  meanings  assigned  to  them  in  the  Indenture.   Except  as
supplemented  hereby,  the  Indenture  (including  the  Guarantees  incorporated
therein) and the Securities  are in all respects  ratified and confirmed and all
the terms and provisions thereof shall remain in full force and effect.

     Section 202. This Supplement shall be effective as of the close of business
on the date hereof.

     Section 203. The recitals contained herein shall be taken as the statements
of the Company and the New Guarantors, and the Trustee assumes no responsibility
for their  


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                                     Page 3


correctness.  The  Trustee  makes  no  representations  as to  the  validity  or
sufficiency of this Supplement.

     Section  204.  This  Supplement  shall  be  governed  by and  construed  in
accordance with the laws of the jurisdiction  which govern the Indenture and its
construction.

     Section 2.05. This Supplement may be executed in any number of counterparts
each of  which  shall  be an  original,  but such  counterparts  shall  together
constitute but one and the same instrument.

                  [Remainder of page left blank intentionally.]


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                                     Page 4


     IN WITNESS  WHEREOF,  the parties hereto have caused this  Supplement to be
duly  executed  and  their  respective  seals to be  affixed  hereunto  and duly
attested all as of the day and year first above written.

                                             CANANDAIGUA BRANDS, INC.


[Corporate Seal]                             By:  /s/ Perry R. Humphrey
                                                  ---------------------------
                                                  Name:  Perry R. Humphrey
                                                  Title: Treasurer

Attest:

/s/ David S. Sorce
---------------------------
Title: Assistant Secretary

                                            
                                             CANANDAIGUA EUROPE LIMITED


[Corporate Seal]                             By:  /s/ Perry R. Humphrey
                                                  ---------------------------
                                                  Name:  Perry R. Humphrey
                                                  Title: Assistant Treasurer

Attest:

/s/ David S. Sorce
---------------------------
Title: Assistant Secretary



                                             ROBERTS TRADING CORP.


[Corporate Seal]                             By:  /s/ Perry R. Humphrey
                                                  ---------------------------
                                                  Name:  Perry R. Humphrey
                                                  Title: Assistant Treasurer

Attest:

/s/ David S. Sorce
---------------------------
Title: Assistant Secretary


<PAGE>
                                     Page 5


                                             THE CHASE MANHATTAN BANK


[Corporate Seal]                             By:  /s/ W.B. Dodge
                                                  ---------------------------
                                                  Name:  W.B. Dodge
                                                  Title: Vice President

Attest:

/s/ Wanda Eiland
---------------------------
Title: Trust Officer