EXHIBIT 4.10
                                  ------------

     THIRD 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  HARRIS  TRUST AND
SAVINGS BANK , 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 October 29, 1996, as supplemented, among the
Company,  the  Guarantors  and the Trustee (the  "Indenture")  providing for the
issuance  by the  Company  of  $65,000,000  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 Guarantor has become a Subsidiary and pursuant to Section
1014(b) of the  Indenture  is  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,  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  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  reasonably legal fees and  disbursements of one counsel) arising out
of or incurred by the Trustee or the Holders in connection  with the enforcement
of this New Guarantee). The

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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 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 Subsidiary 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.

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     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:

/s/ 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>

                                                  HARRIS TRUST AND SAVINGS BANK


[Corporate Seal]                                  By: /s/ J. Bartolini
                                                      -------------------------
                                                  Name: J. Bartolini
                                                  Title: Vice President

Attest:

/s/ Signature Illegible
---------------------------
Title: Assistant Secretary