EXHIBIT 99.1
                         
                         CANANDAIGUA WINE COMPANY, INC.
                        1989 EMPLOYEE STOCK PURCHASE PLAN


     1.  PURPOSE OF THE PLAN.  The purpose of the Canandaigua Wine Company, Inc.
1989  Employee  Stock  Purchase  Plan (the  "Plan") is to provide  employees  of
Canandaigua  Wine Company,  Inc. (the  "Company") and its  subsidiaries  with an
advantageous  method of  purchasing  shares  of the Class A Common  Stock of the
Company (the "Class A Stock") and thus to provide a means for employees to share
in the future  success of the Company.  The proceeds  from the Plan will provide
additional  capital  for the Company  which will be used for  general  corporate
purposes.  It is the  intention  of the  Company to have the Plan  qualify as an
"employee stock purchase plan" under Section 423 of the Internal Revenue Code of
1986, as amended (the "Code"), and the Plan is to be construed accordingly.

     2.  ADMINISTRATION.  The Plan  shall be  administered  by the  Compensation
Committee (the "Committee")  consisting of not less than three members who shall
be  appointed  by, and shall serve at the pleasure of, the Board of Directors of
the Company.  Each member of the Committee must be a director of the Company and
shall not be eligible to participate in the Plan.  Subject to express provisions
of the Plan and to such  instructions  and limitations as the Board of Directors
may  establish  from time to time,  the  Committee  shall have the  authority to
prescribe,  amend and rescind rules and  regulations  relating to the Plan.  The
Committee  may  interpret  the Plan and may  correct  any  defect or supply  any
omission or reconcile any  inconsistency in the Plan to the extent necessary for
the  effective  operation of the Plan.  Any action taken by the Committee on the
matters referred to in this paragraph shall be conclusive.

     3.  EFFECTIVE DATE OF THE PLAN.  The Plan shall become effective on January
20, 1989.

     4.  SHARES  SUBJECT  TO THE PLAN.  Subject to  adjustment  as  provided  in
Paragraph  18 herein,  not more than  500,000  shares of Class A Stock  shall be
offered  under the Plan.  The shares of Class A Stock subject to the Plan may be
authorized  and unissued  shares of Class A Stock,  previously  issued shares of
Class A Stock  acquired by the  Company  and held as  Treasury  shares or shares
purchased in the open market.

     5.  OFFERINGS UNDER THE PLAN.  After the Plan has become effective,  one or
more  "Offerings,"  as  determined  by the  Committee,  may be made to  eligible
employees  to  purchase  shares of the Class A Stock  subject  to the Plan.  The
Offerings may be consecutive or concurrent as determined by the Committee.  With
respect to each Offering, the Committee shall specify an Offering Period and the
maximum  number of  shares of Class A Stock  that may be  purchased  under  that
Offering. The Offering Period may not exceed twelve (12) months. Shares of Class
A Stock not sold under one Offering may be offered again in any other Offering.

     The Committee shall specify the "Effective Date" of each Offering under the
Plan and  each  Offering  shall be made to all  employees  who are  eligible  to
participate as of the Effective  Date of such  Offering.  Subject to Paragraph 7
hereof,  all such  eligible  employees  shall be  granted  the same  rights  and
privileges under each such Offering.

     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, and (2) the
employee is not a member of the Committee.

     7.  PARTICIPATION  IN  OFFERINGS.  Except as may be otherwise  provided for
herein,  each  employee  who is  eligible  for and elects to  participate  in an
Offering shall be granted a subscription right, as of the 

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                                     Page 2

Effective Date of that  Offering,  for as many full shares of Common Stock as he
may elect to purchase during the Offering Period applicable to that Offering, to
be paid by payroll deductions during such period;  provided,  however,  that the
minimum deductions of an employee shall not be less than Two Dollars ($2.00) per
week or Four Dollars  ($4.00) every two weeks,  depending on the  employee's pay
cycle,  and the maximum  deductions  shall not exceed 10% of an employee's gross
weekly (or bi-weekly)  pay,  excluding  overtime,  bonuses or special pay. In no
event  shall any  employee  be granted a  subscription  right under the Plan (1)
which would permit him to purchase stock under all employee stock purchase plans
of the Company and of its  subsidiaries  in any calendar year with a fair market
value (determined as of the date such right is granted) of Twenty-five  Thousand
Dollars ($25,000.00) or more or (2) if, immediately after such right is granted,
such employee would own, and/or hold outstanding  options or rights to purchase,
stock of the Company or of any subsidiary of the Company possessing five percent
(5%) or more of the total combined voting power or value of all classes of stock
of the  Company  or any of its  subsidiaries.  In  order to  participate  in the
Offering,  the eligible  employee must complete and forward a Payroll  Deduction
Authorization  form to the  appropriate  payroll  location on or before the date
specified  by the  Committee  for  that  particular  Offering.  This  form  will
authorize  a  regular  payroll  deduction  from  that  employee's   compensation
beginning on the date  specified by the Committee for that  particular  Offering
and  continuing  for the  duration of the  Offering  Period  applicable  to that
Offering. Payroll deductions may not be retroactive.

     8.  PAYROLL DEDUCTIONS.  The  Company or  any  designated  subsidiary  will
maintain a separate payroll deduction account for each employee participating in
an Offering.  With respect to each Offering under the Plan, an eligible employee
may authorize a payroll  deduction of not less than Two Dollars ($2.00) per week
or Four Dollars ($4.00) every two weeks,  depending on the employee's pay cycle,
and not more than 10% of the eligible  employee's  gross  weekly (or  bi-weekly)
pay, excluding overtime, bonuses or special pay. Participating employees may not
change the amount of their  payroll  deductions  during an Offering  Period with
respect to that Offering.

     9. NO INTEREST ON ACCOUNTS. The payroll deduction accounts of participating
employees shall not bear interest.

     10.  WITHDRAWAL OF FUNDS.  Any employee may  at any time and for any reason
permanently draw out the balance in his payroll  deduction account which has not
been applied toward the exercise of his subscription right, and thereby withdraw
from  participation  in the Offering under which such right was granted.  He may
not  thereafter  participate  in that  Offering  but shall,  if he is  otherwise
eligible,  be permitted to  participate  in any other  Offering  under the Plan.
Partial withdrawals will not be permitted.

     11.  PURCHASE PRICE AND EXERCISE OF SUBSCRIPTION RIGHT.  The purchase price
for a share of Class A Stock under each Offering shall be the lower of:

          (a)  Eighty-five  percent (85%) of the fair market value of a share of
     Class A Stock on the Effective Date of that Offering; or

          (b)  Eighty-five  percent (85%) of the fair market value of a share of
     Class A Stock on the last day of the  Offering  Period  applicable  to that
     Offering.

The fair  market  value  of a share  of  Class A Stock on any date  shall be the
closing price of shares of Class A Stock on the American  Stock Exchange on that
date (or on any other  national  stock  exchange  on such date if shares did not
trade on the American Stock Exchange on such date) or, if no such sales of Class
A Stock are made on such  date,  on the next  preceding  date on which  sales of
Class A Stock were made on the American  Stock Exchange or on any other national
stock exchange.

     As of the last day of each Offering Period, each employee  participating in
the Offering to which that Offering Period is applicable shall be deemed to have
exercised  his  subscription  right to  purchase  shares  of Class A Stock.  The
account of each employee who exercises a subscription  right  hereunder shall be
charged for the amount of such purchase and a stock  certificate shall be issued
to him as of the 

<PAGE>
                                     Page 3

last day of the applicable  Offering Period.  Fractional shares of Class A Stock
shall not be issued under the Plan.

     Any balance  remaining in the payroll  deduction  account of an employee at
the end of an Offering Period shall be refunded to him.

     12.  REGISTRATION  OF  CERTIFICATES.  Shares  of  Class  A  Stock  will  be
registered,  and certificates  therefor will be issued,  only in the name of the
employee, or, if he so indicates on his Payroll Deduction Authorization form, in
his name jointly with one other person, with right of survivorship.

     13.  RIGHTS  AS  STOCKHOLDERS.  None  of  the  rights  or  privileges  of a
stockholder  of the Company  shall exist with respect to shares of Class A Stock
purchased under this Plan until the date as of which  certificates  representing
such shares are issued.

     14.  USE OF PLAN FUNDS.   Subject  to  Paragraph  10  hereof,  all  amounts
received or held by the Company or by any designated  subsidiary under this Plan
may be used for any corporate purpose of the Company or such subsidiary.

     15.  RIGHTS ON RETIREMENT, DEATH OR TERMINATION OF EMPLOYMENT. In the event
that an employee  participating in an Offering retires or dies prior to the last
day of the Offering  Period  applicable  to that  Offering,  no further  payroll
deductions  shall be taken  from any  compensation  due and owing to him at such
time. If such  termination of employment  occurs within three months of the last
day of the Offering  Period,  such employee,  or, in the event of his death, the
person or persons to whom his  subscription  right passes by will or by the laws
of  descent  and  distribution  (including  his  estate  during  the  period  of
administration),  may request in writing  prior to the last day of such Offering
Period that such amounts be applied as of the last day of such  Offering  Period
in the manner set forth in Paragraph 11 hereof, as if the retirement or death of
such employee had not occurred.  If no such election to purchase shares pursuant
to the Offering is made, the employee's  accumulated  payroll deductions will be
refunded in cash, without interest.  If an employee dies or retires before three
months prior to the last day of the Offering Period, all future participation in
the  Offering  shall  cease  and  all  accumulated  payroll  deductions  in such
employee's account shall be refunded.

     If the employment of an employee participating in an Offering is terminated
for any reason other than  retirement or death,  such employee shall be entitled
only to a refund of the amount in his payroll  deduction  account and shall have
no further rights under the Plan.

     16.  NONTRANSFERABILITY  OF RIGHTS.   Subscription  rights  granted  to  an
employee  under this Plan are not  transferable  by such employee  other than by
will or the laws of descent  and  distribution  and are  exercisable  during his
lifetime only by him.

     17.  GOVERNMENT  REGULATIONS.  The Company's  obligation to issue,  sell or
deliver any shares of Class A Stock under this Plan is subject to all applicable
laws and  regulations  and to the  approval of any  governmental  or  regulatory
authority  required in connection  with the  issuance,  sale or delivery of such
shares.  The Company shall not be required to issue,  sell or deliver any shares
of Class A Stock  under this Plan prior to (a) the  approval  of such shares for
listing on the American Stock Exchange or any other national stock exchange, and
(b) the completion and effectiveness of any registration or other  qualification
of such shares under any state or federal law or any ruling or regulation of any
governmental  or regulatory  authority  which the Company in its sole discretion
shall determine to be necessary or advisable.

     18.  ADJUSTMENT OF SHARES UPON CHANGES IN CAPITALIZATION.   Notwithstanding
any other  provision of the Plan, in the event of any change in the  outstanding
Class  A  Stock,   by  reason  of  a   dividend   payable   in  Class  A  Stock,
recapitalization,  merger, consolidation,  split-up,  combination or exchange of
shares,  or the like,  appropriate  adjustments  shall be made to the  aggregate
number and class of shares  subject to the Plan,  the number and class of shares
subject to outstanding subscription rights, the purchase price per share (in the
case of shares subject to outstanding  subscription  rights), 

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                                     Page 4

and the  number  and  class of  shares  which  may be  subscribed  to by any one
employee, and such other adjustments shall be made as may be deemed equitable by
the Committee.

     19.  PROPORTIONATE DISTRIBUTION.   If  the  employees  participating  in an
Offering subscribe for more than the total number of shares of the Class A Stock
specified by the Committee for that Offering,  the amount of such shares subject
to each such subscription shall be proportionately  reduced to such whole number
of shares as may be determined by the  Committee,  so that the aggregate of such
shares subject to all such subscriptions does not exceed the specified number of
shares for that Offering.

     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.

     21.  DURATION AND TERMINATION OF THE PLAN.   The Plan shall  terminate upon
the earlier of:

          (a) The  purchase  by  employees  of all the  shares  of Class A Stock
     subject to the Plan; or

          (b) The  termination  of the  Plan by the  Board of  Directors  of the
     Company, in its sole discretion.

     No termination shall affect  subscription  rights previously  granted under
     the Plan. Upon termination of the Plan for any reason,  and the exercise or
     lapse of all  subscription  rights  previously  granted under the Plan, all
     amounts  remaining  in the  payroll  deduction  accounts  of  participating
     employees shall be refunded.

     22. GENERAL.

          (a) All costs and expenses incurred in the  administration of the Plan
     shall be paid by the Company.

          (b) Neither the action of the Company in  establishing  the Plan,  nor
     any  action  taken  under the Plan by the Board or the  Committee,  nor any
     provision  of the Plan itself  shall be construed so as to grant any person
     the right to remain in the employ of the Company or any of its subsidiaries
     for any period or specific  duration,  and such person's  employment may be
     terminated at any time, with or without cause.

          (c) The  provisions  of the Plan shall be  governed by the laws of the
     State of New York.


<PAGE>

                                 AMENDMENT NO. 1
                                     TO THE
                         CANANDAIGUA WINE COMPANY, INC.
                        1989 EMPLOYEE STOCK PURCHASE PLAN


     Pursuant  to  Paragraph  20 of the  Canandaigua  Wine  Company,  Inc.  1989
Employee Stock Purchase Plan (the "Plan"),  the Board of Directors hereby amends
the Plan, effective upon the date hereof, in the following respects:

     Paragraph 4 of the Plan is amended and restated in its entirety as follows:

     4.  SHARES  SUBJECT  TO THE PLAN.  Subject to  adjustment  as  provided  in
Paragraph 18 herein,  not more than  1,125,000  shares of Class A Stock shall be
offered  under the Plan.  The shares of Class A Stock subject to the Plan may be
authorized  and unissued  shares of Class A Stock,  previously  issued shares of
Class A Stock  acquired by the  Company  and held as  Treasury  shares or shares
purchased in the open market.

     Paragraph  11 of the  Plan is  amended  and  restated  in its  entirety  as
follows:

     11. PURCHASE PRICE AND EXERCISE OF SUBSCRIPTION  RIGHT.  The purchase price
for a share of Class A Stock under each Offering shall be the lower of:

          (a)  Eighty-five  percent (85%) of the fair market value of a share of
     Class A Stock on the Effective Date of that Offering; or

          (b)  Eighty-five  percent (85%) of the fair market value of a share of
     Class A Stock on the last day of the  Offering  Period  applicable  to that
     Offering.

If on the date of  valuation  the Class A Stock is then  listed or  admitted  to
trading on any national securities exchange, the fair market value of a share of
Class A Stock shall be the closing price on that date of shares of Class A Stock
on the principal national securities exchange on which the Class A Stock is then
listed or admitted to trading,  or if no such sales of Class A Stock are made on
such date, on the next  preceding date on which sales of Class A Stock were made
on such  exchange.  The closing  price shall be the last  reported sale price as
reported by such exchange.  If on the date of valuation the Class A Stock is not
then so  listed  on a  national  securities  exchange,  and if the Class A Stock
closing price (the last  reported  sales price) is then reported on the National
Association of Securities  Dealers Automated  Quotation System  ("NASDAQ"),  the
fair market  value of a share of Class A Stock  shall be the closing  price (the
last  reported  sale  price)  on that  date in the  over-the-counter  market  as
reported by NASDAQ,  or if no such sales of Class A Stock are 

<PAGE>
                                     Page 2

made on such date,  on the next  preceding  date on which sales of Class A Stock
were made in such over-the-counter market as reported by NASDAQ.

     As of the last day of each Offering Period, each employee  participating in
the Offering to which that Offering Period is applicable shall be deemed to have
exercised  his  subscription  right to  purchase  shares  of Class A Stock.  The
account of each employee who exercises a subscription  right  hereunder shall be
charged for the amount of such purchase and a stock  certificate shall be issued
to him as of the last day of the applicable  Offering Period.  Fractional shares
of Class A Stock shall not be issued under the Plan.

     Any balance  remaining in the payroll  deduction  account of an employee at
the end of an Offering Period shall be refunded to him.

     Paragraph  17 of the  Plan is  amended  and  restated  in its  entirety  as
follows:

     17.  GOVERNMENT REGULATIONS.  The Company's  obligation to  issue,  sell or
deliver any shares of Class A Stock under this Plan is subject to all applicable
laws and  regulations  and to the  approval of any  governmental  or  regulatory
authority  required in connection  with the  issuance,  sale or delivery of such
shares.  The Company shall not be required to issue,  sell or deliver any shares
of Class A Stock  under this Plan prior to (a) the  approval  of such shares for
listing on the American Stock Exchange, or any other national stock exchange, or
with the  over-the-counter  market,  as  applicable,  and (b) the completion and
effectiveness  of any  registration or other  qualification of such shares under
any state or federal  law or any ruling or  regulation  of any  governmental  or
regulatory authority which the Company in its sole discretion shall determine to
be necessary or advisable.

     IN  WITNESS  WHEREOF,  Canandaigua  Wine  Company,  Inc.  has  caused  this
instrument to be executed on June 15, 1992.


                                             CANANDAIGUA WINE COMPANY, INC.


                                             By:  /s/ Robert S. Sands
                                                  -------------------------
                                                  Robert S. Sands
                                             Title:  Vice President

 
<PAGE>

                                 AMENDMENT NO. 2
                                     TO THE
                         CANANDAIGUA WINE COMPANY, INC.
                        1989 EMPLOYEE STOCK PURCHASE PLAN


     Pursuant  to  Paragraph  20 of the  Canandaigua  Wine  Company,  Inc.  1989
Employee Stock Purchase Plan (the "Plan"),  the Board of Directors hereby amends
the Plan, effective upon the date hereof, in the following respect:

     Paragraph 7 of the Plan is hereby  amended and  restated in its entirety as
follows:

          7.  PARTICIPATION  IN OFFERINGS.  Except as may be otherwise  provided
     herein,  each employee who is eligible for and elects to  participate in an
     Offering shall be granted a subscription right, as of the Effective Date of
     that  Offering,  for as many full shares of Common Stock as he may elect to
     purchase during the Offering Period applicable to that Offering, to be paid
     by payroll  deductions  during such  period;  provided,  however,  that the
     minimum  deductions  of an  employee  shall  not be less  than Two  Dollars
     ($2.00) per week or Four Dollars ($4.00) every two weeks,  depending on the
     employee's pay cycle,  and the maximum  deductions  shall not exceed 10% of
     any employee's gross weekly (or bi-weekly) pay, excluding overtime, bonuses
     or special  pay. In no event shall any  employee be granted a  subscription
     right under the Plan (1) which would permit him to purchase stock under all
     employee stock purchase plans of the Company and of its subsidiaries in any
     calendar  year with a fair  market  value  (determined  as of the date such
     right is granted) of Twenty-Five  Thousand Dollars ($25,000.00) or more, or
     (2) if,  immediately after such right is granted,  such employee would own,
     and/or hold outstanding options or rights to purchase, stock of the Company
     or of any subsidiary of the Company possessing five percent (5%) or more of
     the total  combined  voting  power or value of all  classes of stock of the
     Company or any of its subsidiaries. In order to participate in an Offering,
     the  eligible  employee  must  complete  and  forward a  Payroll  Deduction
     Authorization  form to the  appropriate  payroll  location on or before the
     date  specified by the Committee for that  particular  offering.  This form
     will  authorize  a  regular   payroll   deduction   from  that   employee's
     compensation  beginning  on the date  specified by the  Committee  for that
     particular  Offering and continuing for the duration of the Offering Period
     applicable  to  that  Offering.  Payroll  deductions  generally  may not be
     retroactive.  However,  if during  the Thirty  (30) day period  immediately
     preceding  the  Effective  Date of an  Offering,  the Company  engages in a
     transaction  which has the effect of  increasing  the  number of  employees
     eligible  to  participate  in that  Offering,  and  the  Company  deems  it
     necessary to allow  employees  to submit  Payroll  Deduction  Authorization
     forms  after  the  Effective  Date of that  Offering,  

<PAGE>
                                     Page 2

     retroactive  payroll  deductions  may be made to reflect any  elections  to
     participate in the Offering  which occur after the Effective  Date. If such
     retroactive  payroll  deductions  are made,  the amount  deducted from each
     employee's pay during such period of  retroactivity  may exceed ten percent
     (10%) of that employee's gross pay.


     IN  WITNESS  WHEREOF,  Canandaigua  Wine  Company,  Inc.  has  caused  this
instrument to be executed on June 24, 1993.


                                             CANANDAIGUA WINE COMPANY, INC.



                                             /s/ Richard Sands
                                             ---------------------------------
                                             Richard Sands, President


<PAGE>


                                 AMENDMENT NO. 3
                                     TO THE
                         CANANDAIGUA WINE COMPANY, INC.
                        1989 EMPLOYEE STOCK PURCHASE PLAN


     Pursuant  to  Paragraph  20 of the  Canandaigua  Wine  Company,  Inc.  1989
Employee Stock Purchase Plan (the "Plan"),  the Board of Directors hereby amends
the Plan, effective upon the date hereof, as set forth below:

     Paragraph 2 of the Plan is hereby  amended and  restated in its entirety as
follows:

          2. ADMINISTRATION.  The Plan shall be administered by the Compensation
     Committee  (the  "Committee")  consisting  of not less than two members who
     shall be  appointed  by, and shall serve at the  pleasure  of, the Board of
     Directors of the Company.  Each member of the Committee  must be a director
     of the Company who has not, for one year prior to service on the  Committee
     or during such service, participated in the Plan or been granted or awarded
     any equity securities pursuant to any other plan of the Company. Subject to
     the express provisions of the Plan and to such instructions and limitations
     as the Board of Directors  may establish  from time to time,  the Committee
     shall  have the  authority  to  prescribe,  amend,  and  rescind  rules and
     regulations  relating to the Plan. The Committee may interpret the Plan and
     may  correct  any  defect  or  supply  any   omission  or   reconcile   any
     inconsistency  in the  Plan  to the  extent  necessary  for  the  effective
     operation  of the Plan.  Any action  taken by the  Committee on the matters
     referred to in this paragraph shall be conclusive.

     IN  WITNESS  WHEREOF,   Canandaigua  Wine  Company,  Inc.  has  caused  the
instrument to be executed on February 10, 1994.


                                             CANANDAIGUA WINE COMPANY, INC.


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

<PAGE>


                                 AMENDMENT NO. 4
                                     TO THE
                         CANANDAIGUA WINE COMPANY, INC.
                        1989 EMPLOYEE STOCK PURCHASE PLAN


     Pursuant  to  Paragraph  20 of the  Canandaigua  Wine  Company,  Inc.  1989
Employee Stock Purchase Plan (the "Plan"),  the Board of Directors hereby amends
the Plan, effective upon the date hereof, as set forth below.

     1.   The third  paragraph  of Paragraph  11 is  hereby  amended  to read as
follows:

          As  of  the  last  day  of  each   Offering   Period,   each  employee
     participating  in the Offering to which that Offering  Period is applicable
     shall be deemed to have exercised his subscription right to purchase shares
     of Class A Stock.  The  payroll  deduction  account  of each  employee  who
     exercises a subscription right hereunder shall be charged for the amount of
     such purchase and shares shall be issued to the employee as of the last day
     of the applicable  Offering Period.  Such shares may be uncertificated  and
     held by the Custodian in accordance  with  Paragraph 23 hereof.  Fractional
     shares of Class A Stock shall not be issued under the Plan.

     2.   Paragraph 12 is hereby amended to read as follows:

          12. REGISTRATION OF SHARES. Shares of Class A Stock will be registered
     only in the name of the  employee,  or, if he so  indicates  on his Payroll
     Deduction  Authorization  form,  in his name jointly with one other person,
     with right of survivorship.

     3.   Paragraph 13 is hereby amended to read as follows:

          13.  RIGHTS AS STOCKHOLDERS.  None of the  rights or  privileges  of a
     stockholder  of the Company  shall exist with  respect to shares of Class A
     Stock  purchased under this Plan until the date as of which such shares are
     issued.

     4.   A new Paragraph 23 is hereby added to the Plan to read as follows:

          23.  INVESTMENT ACCOUNT.  Notwithstanding  any other  provision of the
     Plan to the contrary, the Board of Directors,  in its sole discretion,  may
     appoint a custodian to hold the Class A Stock purchased under the Plan (the
     "Custodian").  The  Custodian  shall  maintain a separate  account for each
     employee who participates in an Offering (the "Investment  Account").  Each
     Investment  Account  shall  be in the  name of the  employee  or,  if he so
     indicates on his Payroll Deduction  Authorization form, in his name jointly
     with one other person, with right of survivorship.

<PAGE>
                                     Page 2

          An employee  shall have the right at any time to obtain a  certificate
     for the shares of Class A Stock credited to his Investment  Account,  or to
     direct that any shares in his  Investment  Account be sold and the proceeds
     be remitted to him.

          When an employee  ceases to be eligible to  participate in the Plan, a
     certificate  for the  shares of Class A Stock  credited  to his  Investment
     Account  shall be  forwarded  to him,  unless he elects to have such shares
     sold by the Custodian and the proceeds remitted to him.

          Expenses  incurred in the purchase and sale of shares and all expenses
     of the Custodian shall be paid by the Company.

     IN  WITNESS  WHEREOF,  Canandaigua  Wine  Company,  Inc.  has  caused  this
instrument to be executed on May 10, 1995.


                                             CANANDAIGUA WINE COMPANY, INC.


                                             /s/ Richard Sands
                                             --------------------------------
                                             Richard Sands, President


<PAGE>


                               AMENDMENT NUMBER 5
                                     TO THE
                         CANANDAIGUA WINE COMPANY, INC.
                        1989 EMPLOYEE STOCK PURCHASE PLAN

     This Amendment Number 5 to the Canandaigua Wine Company, 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. (f/k/a  Canandaigua
Wine Company, Inc., the "Company").  Capitalized terms used herein which are not
otherwise defined shall have the meanings ascribed to them in the Plan.

     1.  NAME.  The name of the Plan is hereby  changed to "Canandaigua  Brands,
Inc.  1989  Employee  Stock  Purchase  Plan," and all  references in the Plan to
"Canandaigua   Wine  Company,   Inc."  are  hereby  replaced  by  references  to
"Canandaigua Brands, Inc."

     2.  DEFINITION  OF  COMMITTEE.  Paragraph 2 of the Plan,  dealing  with the
administration  of the Plan and  previously  amended by  Amendment  No. 3 to the
Plan, is hereby amended and restated to read in its entirety as follows:

          2. ADMINISTRATION.  The Plan shall be administered by the Compensation
     Committee of the Board of Directors of the Company as it may be constituted
     from time to time (the  "Committee").  Subject to the express provisions of
     the Plan and to such instructions and limitations as the Board of Directors
     may establish from time to time, the Committee  shall have the authority to
     prescribe,  amend and rescind rules and  regulations  relating to the Plan.
     The  Committee  may interpret the Plan and may correct any defect or supply
     any  omission  or  reconcile  any  inconsistency  in the Plan to the extent
     necessary for the effective  operation of the Plan. Any action taken by the
     Committee on the matters referred to in this paragraph shall be conclusive.

     In witness whereof,  Canandaigua Brands, Inc. has caused this instrument to
be executed as of November 26, 1997.

                                             CANANDAIGUA BRANDS, INC.


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