EXHIBIT 4.6
                                  -----------

     FIFTH SUPPLEMENTAL  INDENTURE (the "Supplement"),  dated as of December 11,
1998, is entered into by and among CANANDAIGUA  BRANDS,  INC. (formerly known as
Canandaigua Wine Company,  Inc.), a Delaware  corporation  (the "Company"),  and
CANANDAIGUA BV, a private company with limited liability  incorporated under the
laws of the Netherlands, and CANANDAIGUA LIMITED, a corporation formed under the
laws of  England  and Wales,  both  wholly  owned  subsidiaries  of the  Company
(individually  and  collectively the "New  Guarantor"),  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 has become 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
Guarantor 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 Guarantor; and

     WHEREAS,  all conditions and requirements  necessary to make the Supplement
valid and  binding  upon the  Company  and the New  Guarantor,  and  enforceable
against the Company and the New  Guarantor 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:


                                   ARTICLE ONE
                                THE NEW GUARANTEE

     Section 1.01. For value  received,  the New Guarantor,  in accordance  with
Article  Fourteen  of the  Indenture,  hereby  absolutely,  unconditionally  and
irrevocably guarantees (the "New Guarantee"), jointly and severally among itself
and the Guarantors,  to the Trustee and the Holders, as if the New Guarantor was
the  principal  debtor,  the punctual  payment and

<PAGE>
                                      - 2 -

performance when due of all Indenture Obligations (which for purposes of the New
Guarantee 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 Guarantee).  The agreements made and obligations
assumed  hereunder by the New Guarantor shall  constitute and shall be deemed to
constitute  a  Guarantee  under  the  Indenture  and  for  all  purposes  of the
Indenture,  and the 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 Guarantee 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.  The 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 Guarantor,  and the Trustee assumes no responsibility
for their  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.

<PAGE>
                                      - 3 -

     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/ Thomas S. Summer
                                                      -------------------------
                                                  Name:  Thomas S. Summer
                                                  Title:  Senior Vice President

Attest:

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

                                                  CANANDAIGUA BV


[Corporate Seal]                                  By: /s/ Thomas S. Summer
                                                      -------------------------
                                                  Name:  Thomas S. Summer
                                                  Title:  Authorized Attorney
                                                          for Managing Director

Attest:

David S. Sorce
---------------------------
Title:

                                                  CANANDAIGUA LIMITED


[Corporate Seal]                                  By: /s/ Thomas S. Summer
                                                      -------------------------
                                                  Name:  Thomas S. Summer
                                                  Title:  Director

Attest:

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


<PAGE>
                                      - 4 -

                                                  THE CHASE MANHATTAN BANK


[Corporate Seal]                                  By: /s/ James D. Heaney
                                                      -------------------------
                                                  Name: James D. Heaney
                                                  Title: (Vice President)

Attest:

/s/ Signature Illegible
--------------------------
Title: Senior Trust Officer