EXHIBIT 99.2
                                  ------------

                               AMENDMENT NUMBER 6
                                     TO THE
                            CANANDAIGUA BRANDS, INC.
                        1989 EMPLOYEE STOCK PURCHASE PLAN



     This Amendment Number 6 to the Canandaigua Brands, Inc. 1989 Employee Stock
Purchase Plan (the "Plan") was approved  pursuant to Paragraph 20 of the Plan by
the Board of  Directors of  Canandaigua  Brands,  Inc.  (the  "Company")  and is
subject to  stockholder  approval.  Capitalized  terms used herein which are not
otherwise defined shall have the meanings ascribed to them in the Plan.

     1.  Paragraph 6 is amended,  effective  December 22, 1998,  by deleting the
present paragraph in its entirety and substituting in its place the following:


          6.   Eligibility. Any employee of the Company or any subsidiary of the
               Company who, on the  Effective  Date of that  Offering  under the
               Plan,  is  customarily  employed  for  more  than  seventeen  and
               one-half  (17 1/2)  hours  per week  and for more  than  five (5)
               months per year may participate in that Offering;  provided, that
               (1) the employee does not own stock  possessing 5% or more of the
               combined  voting  power or value of all  classes  of stock of the
               Company,  as defined  for  purposes of Section  423(b)(3)  of the
               Code, (2) the employee is not a member of the Committee,  and (3)
               the  employee is employed by the Company or a  subsidiary  of the
               Company that the Committee designates as being a subsidiary whose
               employees   are   eligible   to    participate   in   the   Plan.
               Notwithstanding  any provision to the contrary,  the Committee is
               authorized  to designate  the  subsidiaries  of the Company whose
               employees are eligible to participate in the Plan.

     2.  Paragraph 20 is amended,  effective  December 22, 1998, by deleting the
present paragraph in its entirety and substituting in its place the following:

          20.  Amendment of the Plan. To the extent  permitted by law, the Board
               of  Directors  may at any time and from  time to time  make  such
               changes in the Plan and  additions  to it as it deems  advisable;
               provided,  however,  that except as provided in Paragraphs 18 and
               19 hereof,  and except with  respect to changes or  additions  in
               order to make the Plan comply with  Section 423 of the Code,  the
               Board may not make any changes or additions which would adversely
               affect  subscription rights previously granted under the Plan and
               may not, without the approval of the stockholders of the Company,
               make any  changes  or  additions  which  would (a)  increase  the
               aggregate  number of shares of Class A Stock  subject to the Plan
               or which may be  subscribed  to by an employee,  (b) decrease the
               minimum  purchase  price  for a share of  Class A  Stock,  or (c)
               change any of the  provisions of the Plan relating to eligibility
               for  participation  in Offerings,  provided that the Committee is
               authorized  to  designate   without   stockholder   approval  the
               subsidiaries  of the  Company  whose  employees  are  eligible to
               participate in the Plan.

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     3.  This  Amendment  becomes  effective   December  22,  1998,  subject  to
stockholder  approval.  If stockholder approval is not obtained within 12 months
of the date the  Amendment was adopted by the Board of Directors of the Company,
the Amendment will be retroactively rescinded.

     IN WITNESS WHEREOF,  Canandaigua Brands, Inc. has caused this instrument to
be executed as of December 23, 1998.

                                              CANANDAIGUA BRANDS, INC.


                                              By:  /s/ Richard Sands
                                                   ------------------------
                                                   Richard Sands, President