EXHIBIT 10.14
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                            CANANDAIGUA BRANDS, INC.

                     SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN


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                            CANANDAIGUA BRANDS, INC.

                     SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN


                                    Section 1

                                  INTRODUCTION


     1.1  THE  SERP  AND  ITS  EFFECTIVE  DATE.  The  Canandaigua  Brands,  Inc.
Supplemental  Executive  Retirement  Plan (the "SERP") is hereby  established by
Canandaigua  Brands,  Inc. (the "Company")  effective March 1, 1998, as provided
herein.

     1.2 PURPOSE.  The Company maintains the Canandaigua Brands, Inc. 401(k) and
Profit Sharing Plan (the "Plan"). Code Section 401(a)(17) limits to $160,000 (in
1997 and 1998, as adjusted in  subsequent  years as provided by the Secretary of
the Treasury) the amount of  compensation  which may be taken into account for a
Plan Year under a qualified  plan  ("Compensation  Limit").  In addition  other,
limits may apply to limit or reduce the  contributions  which a participant  may
receive under the Plan.

     However,  the Employee  Retirement  Income Security Act of 1974, as amended
("ERISA"),  permits the provision of benefits under an unfunded plan  maintained
by the Company primarily for the purpose of providing deferred  compensation for
a select group of management or highly compensated employees. The purpose of the
SERP is to  provide  benefits  to those  employees  of the  Company or a Related
Business,  as selected by the Company from year to year, which would be provided
under the Plan with  respect to Plan Years  beginning  on March 1, 1997,  in the
amount of Employer  Basic  Contributions  which could not be provided  under the
Plan because of the  Compensation  Limit  determined  without regard to the Code
Section 415 Limits. In addition,  the Company may from time to time determine to
credit to the SERP Accounts of specified employees such amounts' with respect to
other limited or reduced contributions (other than elective contributions) under
the Plan as it shall determine.

     1.3 DEFINED TERMS. Except as otherwise indicated  capitalized terms used in
this plan  document  which are not defined  herein have the same  meaning as the
same term in the Plan.

                                    Section 2

                           PARTICIPATION AND BENEFITS

     2.1  ELIGIBILITY FOR BENEFITS.  The Company in its discretion  shall select
the  employees  of the Company or a Related  Business who shall  receive  Annual
Benefit  Credits  as  defined  in  Section  2.2,  under the SERP for a Plan Year
("Active Participant").  The

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Company in its discretion may designate an employee as an Active Participant for
the purpose of receiving  credits with respect to the reduction of some types of
contributions  under the Plan and not  others  and need not  credit  all  Active
Participants  with  credits  for the  same  types of  reduced  or  limited  Plan
contributions.  A person  who  becomes  an  Active  Participant  shall  remain a
participant ("Participant") for purposes of receiving distributions, maintaining
account  balances and being  credited with net earnings,  gains and losses until
all amounts  credited to his account under the Plan ("SERP  Account")  have been
distributed  whether or not such person is selected as an Active Participant for
a subsequent Plan Year.

     2.2 AMOUNT OF BENEFIT  CREDITS.  As determined by the Company in accordance
with Section 2.1, the amount  credited to an Active  Participant's  SERP Account
for a Plan Year ("Annual Benefit  Credits") shall equal (a) the amount,  if any,
of Employer Basic Contributions the Active Participant would have received under
the Plan for that Plan Year if he had received Employer Basic Contributions with
respect to his base compensation  above the Compensation  Limit at the same rate
that he received Employer Basic Contributions under the Plan with respect to his
Compensation not greater than the Compensation  Limit and (b) such other amounts
as the Company shall from time to time, in its  discretion,  determine to credit
to the Active  Participant's  SERP  Account  with  respect  to other  limited or
reduced  contributions  (other than elective  contributions) under the Plan. The
payment  of  Annual  Benefit  Credits  of  an  Active  Participant  shall  be an
obligation of the Company.

     2.3 SERP ACCOUNTS AND INCOME CREDITS. Effective from March 1, 1998, through
the  last   business  day  through  and  including   November  30,  1998,   each
Participant's  SERP  Account  shall be credited  with  interest of 6 percent per
year,  calculated as if the Participant's Annual Benefit Credits with respect to
the year beginning on March 1, 1997, had been credited to the Participant's SERP
Account on March 1, 1998.  Annual Benefit  Credits  credited to a  Participant's
SERP Account with respect to periods  beginning the first business day after the
date of execution hereof, shall be credited with net earnings,  gains and losses
as of each  Valuation  Date ("Income  Credits") in an amount equal to the amount
which such account  would have  earned,  gained or lost if at all times from the
first  business  date  such  Annual   Benefit   Credits  were  credited  to  the
Participant's  SERP Account and such amounts were fully  invested as provided in
the following paragraph. The payment of Income Credits shall be an obligation of
the Company.

     From time to time the Company  shall  determine  the method of  determining
Participants' Income Credits under the SERP. The Company may, in its discretion,
determine  Income Credits by

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treating  the  Participants'  Annual  Benefit  Credits and Income  Credits as if
invested in a manner,  designated by the Company or by permitting  Participants'
to  self-direct  the manner in which their Income  Credits are to be  determined
from  among  such  investment  options  and in  accordance  with such  rules and
procedures as the Company shall from time to time  determine.  Any changes which
the Company  shall make in the method for  determining  Income  Credits shall be
determined  and  announced  to  Participants  in  advance of the date it becomes
effective  and shall  represent a rate which the  Company  could,  ignoring  the
effect of federal,  state and local income  taxes,  replicate  by investing  its
assets in available markets if it chose to do so.

     2.4 VESTING.  Except as otherwise  provided herein, a Participant  shall be
vested  in his  SERP  Account  to the  same  extent  that  he is  vested  in his
contributions  of the same  type  (e.g.  Employer  Basic  Contributions  and New
Matching Contributions) under the Plan.

     2.5 PAYMENT OF BENEFITS. Payments of the amount credited to a Participant's
SERP Account,  including the total of all Benefit Creditors,  Income Credits and
other earnings, shall be made as follows:

          (a)   DISTRIBUTIONS.   Except  as   provided   in  Section   2.5(b)  a
     Participant's  SERP  Account  shall  be paid  to him in a lump  sum in cash
     promptly after his Termination Date.

          In the event that a Participant is an employee of a Related  Business,
     other than the Company, and 50 percent or more of the combined voting power
     of the Related  Business becomes owned by an entity or person that is not a
     Related Business or  substantially  all of the assets of a Related Business
     are sold,  conveyed or otherwise  transferred to a person or entity that is
     not a Related  Business,  the Participant  shall be 100% vested in his SERP
     Account and the  Participant's  entire SERP Account shall be distributed to
     his promptly in the form of a lump sum  distribution.  Notwithstanding  the
     preceding  sentence,  such vesting and distribution shall only occur if the
     Company or an entity that is a Related Business after such transaction does
     not employ Participant after such sale, transfer or change in ownership.

          (b) CHANGE OF CONTROL. Notwithstanding anything in this Section 2.5 to
     the  contrary,  in the event of the  occurrence of a Change of Control with
     respect to the Company all Participants  shall be 100% vested in their SERP
     Accounts,  the SERP shall be terminated and the entire SERP Account of each
     Participant,  whether or not in pay  status,  shall be  distributed  to the
     Participant  promptly  in the  form of a lump

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     sum  distribution.  For this purpose a "Change of Control"  shall mean: (i)
     the  purchase  or  other  acquisition  by any  person,  entity  or group of
     persons,  within the  meaning of Section  13(d) or 14(d) of the  Securities
     Exchange Act of 1934 ("Act"), or any comparable  successor  provisions,  of
     beneficial  ownership  (within the meaning of Rule 13d-3  promulgated under
     the  Act) of more  than 50  percent  of the  combined  voting  power of the
     Company's then outstanding voting securities entitled to vote generally, or
     (ii) the approval by the  stockholders of the Company of a  reorganization,
     merger, or  consolidation,  in each case, with respect to which persons who
     were  stockholders  of the  Company and who own more than 50 percent of the
     combined  voting  power  entitled  to vote  generally  in the  election  of
     directors of such entity immediately prior to such reorganization,  merger,
     or consolidation do not immediately  thereafter own more than 50 percent of
     the  combined  voting power  entitled to vote  generally in the election of
     directors  of  the  reorganized,  merged  or  consolidated  Company's  then
     outstanding  securities,  or  (iii) a  liquidation  or  dissolution  of the
     Company or the sale of all or substantially all of the Company's assets.

     For the purpose hereof, a Change of Control shall not occur upon:

     (1) the transfer of voting securities of the Company;

          (i)  among or between persons or members of their immediate  family or
               trusts  or  other  entities  controlled  by or  operated  for the
               benefit of such persons or members of their immediate  family who
               own more than 50 percent of the combined voting power entitled to
               vote generally in the election of directors of the Company; or

          (ii) among or between  the  Company  and a Related  Business or two or
               more Related Businesses; or

     (2)  the  reorganization,  merger or  consolidation  of the Company  with a
          Related  Business  or sale of all or  substantially  all of  Company's
          assets to a Related Business.

          For purposes of this Section 2.5(b), the term, immediate family, shall
     include  the  spouse  and  the  lineal  ascendants  and  descendants  of an
     individual and the spouses of such lineal  ascendants and  descendants  and
     the other  individuals  who share a common parent or grandparent  with such
     individual and the spouses of such  individuals.  Adopted children shall be
     considered as the descendants of their adoptive  parents

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     and their  parents'  parents in the same manner as would be the  biological
     children of such parents.

     2.6 BENEFICIARY DESIGNATION.  A Participant's SERP Account shall be paid to
the  beneficiary  designated  by the  Participant  to receive  his SERP  Account
hereunder.  Such distribution  shall be made in a lump sum distribution.  If the
Participant fails to effectively designate a beneficiary hereunder, including if
the Participant's designated beneficiary predeceases him, upon the Participant's
death  his SERP  Account  shall be paid to the  person  or  entity  which is his
beneficiary  under the Plan whether by designation of the  Participant or by the
terms of the Plan.

     2.7 VALUATION OF ACCOUNTS.  The value of a Participant's SERP Account shall
be paid in cash and  shall be  valued  as of the  Valuation  Date on which  such
distribution  is made based upon the value which the SERP Account  would have if
at all times it were earning the rate of return specified by the Company or were
fully invested in the investment  options  designated by the Company or selected
by the Participant, pursuant to Section 2.3.

     2.8 FUNDING.  Benefits  payable  under the SERP to any person shall be paid
directly by the Company. The Company shall not be required to fund, or otherwise
segregate  assets to be used for payment of benefits  under the SERP.  While the
Company  may make  investments  in amounts  equal or unequal to amounts  payable
hereunder,  the  Company  shall  not  be  under  any  obligation  to  make  such
investments  and any such  investments  shall  remain  an  asset of the  Company
subject to the claims of its general creditors.  Notwithstanding  the foregoing,
the  Company  may  maintain  one or more  trusts  to hold  assets to be used for
payment of benefits under the SERP; provided that the assets of each trust shall
be subject to the  creditors  of the  Company in the event the  Company  becomes
Insolvent  as defined in such  trust.  Any  payments by such a trust of benefits
provided  to a  Participant  under the SERP shall be  considered  payment by the
Company and shall discharge the Company of any further  liability under the SERP
to the extent of the payments made by such trust.

                                    Section 3

                                  MISCELLANEOUS

     3.1 PLAN  ADMINISTRATION.  The SERP shall be  administered  by a  committee
consisting  of one or more  individuals  appointed  by the  Board  of  Directors
("Committee").  The Committee  shall have, to the extent  appropriate,  the same
powers, rights, duties and obligations with respect to the SERP as the Committee
under  the Plan has with  respect  to the Plan.  In the event  that the Board of
Directors does not appoint a Committee, the Company shall act as the Committee.

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     3.2 EMPLOYMENT RIGHTS.  Establishment of the SERP shall not be construed to
give any  employee  the right to be  retained in the service of the Company or a
Related Business or to any benefits not specifically provided by the SERP.

     3.3 INTERESTS NOT  TRANSFERABLE.  Except as to withholding of any tax under
the laws of the United  States or any state or locality,  no benefit  payable at
any time under the SERP shall be  subject  in any  manner to  alienation,  sale,
transfer, assignment, pledge, attachment, or other legal process, or encumbrance
of any  kind.  Any  attempt  to  alienate,  sell,  transfer,  assign,  pledge or
otherwise encumber any such benefits,  whether currently or thereafter  payable,
shall be void. No benefit shall, in any manner,  be liable for or subject to the
debts or  liabilities  of any person  entitled to such  benefits.  If any person
shall attempt to, or shall alienate, sell, transfer, assign, pledge or otherwise
encumber his benefits under the SERP, or if by reason of his bankruptcy or other
event  happening at any time,  such benefits would devolve upon any other person
or would not be enjoyed by the person entitled  thereto under the SERP, then the
Company,  in its discretion,  may terminate the interest in any such benefits of
the person entitled  thereto under the SERP and hold or apply them to or for the
benefit of such person entitled  thereto under the SERP or his spouse,  children
or other  dependents,  or any of them,  in such  manner as the  Company may deem
proper.

     3.4 UNCLAIMED  AMOUNTS.  Unclaimed  amounts shall consist of the amounts of
the SERP Accounts of a Participant  which cannot be  distributed  because of the
Committee's  inability to locate the payee, after a reasonable search,  within a
period of two (2) years  after the payment of benefits  becomes  due.  Unclaimed
amounts shall be forfeited at the end of such two-year period. These forfeitures
will reduce the  obligations  of the Company under the SERP.  After an unclaimed
amount has been forfeited, the Participant or beneficiary, as applicable,  shall
have no further right to his SERP Account.

     3.5 CONTROLLING LAW. The law of the State of New York,  except its law with
respect to choice of law, shall be  controlling  in all matters  relating to the
SERP to the extent not preempted by ERISA.

     3.6 GENDER AND NUMBER.  Words in the  masculine  gender  shall  include the
feminine,  and the plural shall  include the  singular  and the  singular  shall
include the plural.

     3.7  ACTION BY AN  EMPLOYER.  Except  as  otherwise  specifically  provided
herein,  any action required of or permitted by the Company under the SERP shall
be by  resolution  of the  Board  of

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Directors of the Company or person(s)  authorized  by resolution of the Board of
Directors of the Company.

                                    Section 4

                            AMENDMENT AND TERMINATION

     4.1  COMPANY  AUTHORITY  TO  AMEND.  The  Company  intends  the  SERP to be
permanent,  but  reserves  the  right  at any  time by  action  of its  Board of
Directors  to  modify,  amend or  terminate  the SERP,  notwithstanding  that an
amendment  may change the timing or the  optional  form of benefit  elected by a
Participant  or the timing or optional form of benefit in which a  Participant's
or  beneficiary's  benefits  would  otherwise  have been paid  under  Section 2;
provided  however,  that if a Participant has a SERP Account,  benefits provided
under Section 2.1 shall  constitute an irrevocable  obligation of the Company as
applicable,  to the same extent that such Account,  had it been an account under
the Plan, would have been an irrevocable obligation of the Plan.

     Executed  in  multiple  originals  this 14th day of January, 1999.
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                                             CANANDAIGUA BRANDS, INC.


                                        By:  /s/ George H. Murray
                                             -------------------------------

                                        Its: Senior Vice President and Chief
                                             Human Resources Officer
                                             -------------------------------




2181398.08