As filed with the Securities and Exchange Commission on November 22, 1994.


                                             Registration No. 33-        

                 SECURITIES AND EXCHANGE COMMISSION
                    Washington, D.C.  20549
              

                           FORM S-8
                     REGISTRATION STATEMENT
                            Under
                    THE SECURITIES ACT OF 1933
              

                    CANANDAIGUA WINE COMPANY, INC.
          (Exact name of Registrant as specified in its charter)

      Delaware                                         16-0716709
(State or other jurisdiction of                       (I.R.S. Employer
 incorporation or organization)                       Identification No.)

                          116 Buffalo Street
                     Canandaigua, New York  14424
                         (716) 394-7900
(Address, including zip code, and telephone number, including area code,
of Registrant's principal executive offices)

             Canandaigua Wine Company, Inc. Stock Option and 
                   Stock Appreciation Right Plan
                      (Full title of Plan)

                         Robert Sands,
            Executive Vice President and General Counsel
                 Canandaigua Wine Company, Inc.
                      116 Buffalo Street
                  Canandaigua, New York  14424
                       (716) 394-7900
      (Name, address, including zip code, and telephone number
             including area code, of agent for service)

<TABLE>
                 Calculation of Registration Fee
<S>                  <C>              <C>                <C>                 <C>
Title of Securities  Amount to be     Proposed maximum   Proposed maximum    Amount of
to be registered     registered       offering price     aggregate offering  registration
                                      per share (1)      price                 fee
__________________   ____________     ________________   _________________   ____________
Class A Common       2,963,100        $34.00             $88,974,487.95      $30,680.86
</TABLE>

(1) As instructed by Rule 457(h)(1), estimated in accordance with Rule 
457(c), as of November 16, 1994, solely for the purpose of calculating 
the registration fee.

Pursuant to Rule 416, there are also being registered such additional 
shares of Class A Common Stock as may become issuable pursuant to 
anti-dilution provisions of the Plan.
PAGE
<PAGE>
PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

    The following documents of the Registrant previously filed
with the Securities and Exchange Commission are incorporated
herein by reference:

    (a)  The Registrant's Annual Report on Form 10-K for the
         fiscal year ended August 31, 1993;

    (b)  The Registrant's Quarterly Reports on Form 10-Q for the
         quarterly periods ended November 30, 1993, February 28,
         1994 and May 31, 1994;

    (c)  The Registrant's Current Report on Form 8-K dated
         September 15, 1993; Form 8-K dated October 15, 1993, as
         amended by Form 8-K/A, Form 8-K/A-2, and Form 8-K/A-3;
         Form 8-K dated June 23, 1994; Form 8-K dated August 5,
         1994, as amended by Form 8-K/A and Form 8-K/A-2; Form
         8-K dated October 21, 1994 and Form 8-K dated November
         7, 1994; 

    (d)  The Registrant's Report of Securities Quoted on NASDAQ
         Interdealer Quotation System on Form 10-C dated October
         12, 1993; Report on Form 10-C dated November 23, 1993
         (pertaining to the Registrant's Class A Common Stock,
         par value $.01 per share); and Report on Form 10-C dated
         November 23, 1993 (pertaining to the Registrant's 7%
         Convertible Subordinated Debentures due 2011); and

    (e)  The description of the Registrant's Class A Common
         Stock, par value $.01 per share, contained in Item 1 of
         the Registrant's Registration of Certain Classes of
         Securities Pursuant to Section 12(b) or 12(g) of the
         Securities Exchange Act of 1934 on Form 8-A dated April
         28, 1992 filed with the Securities and Exchange
         Commission.  

    All documents filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), after the date of this
Registration Statement (and prior to the filing of a
post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then
remaining unsold) shall be deemed to be incorporated by reference
in this Registration Statement and to be a part hereof from the
date of filing of such documents.

<PAGE>
Item 4.  Description of Securities

    Not applicable.

Item 5.  Interests of Named Experts and Counsel

    James A. Locke, III, Esq. serves as a member of the Board of
Directors of the Registrant.  Mr. Locke is a partner in the law
firm Harter, Secrest & Emery, which firm has issued an opinion
regarding the legality of the securities offered by the
Registration Statement.  A copy of the opinion of Harter, Secrest
& Emery is attached hereto as Exhibit 5.1. 

Item 6.  Indemnification of Directors and Officers

    The General Corporation Law of Delaware (Section 102) allows
a corporation to eliminate the personal liability of directors of
a corporation to the corporation or to any of its stockholders for
monetary damage for a breach of his/her fiduciary duty as a
director, except in the case where the director breached his/her
duty of loyalty, failed to act in good faith, engaged in
intentional misconduct or knowingly violated a law, authorized the
payment of a dividend or approved a stock repurchase in violation
of Delaware corporate law or obtained an improper personal
benefit.  The Restated Certificate of Incorporation of the
Registrant contains a provision which eliminates directors'
personal liability as set forth above.

    The General Corporation Law of Delaware (Section 145) gives
Delaware corporations broad powers to indemnify their present and
former directors and officers and those of affiliated corporations
against expenses incurred in the defense of any lawsuit to which
they are made parties by reason of being or having been such
directors or officers, subject to specified conditions and
exclusions; gives a director or officer who successfully defends
and action the right to be so indemnified; and authorizes the
Registrant to buy directors' and officers' liability insurance. 
Such indemnification is not exclusive of any other right to which
those indemnified may be entitled under any bylaw, agreement, vote
of stockholders or otherwise.

    The Registrant's Restated Certificate of Incorporation
provides for indemnification to the fullest extent authorized by
Section 145 of the General Corporation Law of Delaware for
directors, officers and employees of the Registrant and also to
persons who are serving at the request of the Registrant as
directors, officers or employees of other corporations (including
subsidiaries); provided that, with respect to proceedings
initiated by such indemnitee, indemnification shall be provided
only if such proceedings were authorized by the Board of
Directors.  The right of indemnification is not exclusive of any
other right which any person may acquire under any statute, bylaw,
agreement, contract, vote of stockholders or otherwise.

    The Registrant maintains a directors' and officers' liability
insurance and corporate reimbursement policy insuring directors
and officers against loss arising from claims made arising out of
the performance of their duties.

    Under the terms of an Underwriting Agreement between the
Registrant, certain Selling Shareholders and CS First Boston
Corporation, Merrill Lynch, Pierce, Fenner & Smith, Incorporated,
William Blair & Company and Chase Securities, Inc., acting on
behalf of themselves and as Representatives of the Several
Underwriters, and under the terms of a Subscription Agreement
between the Registrant, certain Selling Shareholders and CS First
Boston Limited, Merrill Lynch International Limited and William
Blair & Company (the "Managers"), each dated November 10, 1994,
the Underwriters and the Managers have agreed to indemnify, under
certain conditions, the Registrant, its directors, certain of its
officers and persons who control the Registrant within the meaning
of the Securities Act of 1933, as amended (the "Securities Act")
against certain liabilities.  (The form of the Underwriting
Agreement has been filed with the Securities and Exchange
Commission as Exhibit 1 to the Registrant's Registration Statement
on Form S-3 (Amendment No. 2) (Registration No. 33-55997)).

Item 7.  Exemption from Registration Claimed

    Not applicable.

Item 8.  Exhibits

    Exhibits filed as part of this Registration Statement are
listed on the Index to Exhibits located at pages 6-7 hereof and
incorporated herein by reference.

Item 9.  Undertakings

    (a)  The undersigned Registrant hereby undertakes (subject to
the proviso contained in Item 512(a) of Regulation S-K):

         (1)  To file, during any period in which offers or sales
are being made, a post-effective amendment to this Registration
Statement:

              (i)  To include any prospectus required by Section
10(a)(3) of the Securities Act;

              (ii)      To reflect in the prospectus any facts or
events arising after the effective date of this Registration
Statement (or the most recent post-effective amendment hereto)
which, individually or in the aggregate, represent a fundamental
change in the information set forth in this Registration
Statement;

              (iii)     To include any material information with
respect to the plan of distribution not previously disclosed in
this Registration Statement or any material change to such
information in this Registration Statement;

         (2)  That, for the purpose of determining any liability
under the Securities Act, each such post-effective amendment shall
be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof;

         (3)  To remove from registration by means of a
post-effective amendment any of the securities being registered
which remain unsold at the termination of the offering.

    (b)  The undersigned Registrant undertakes that, for purposes
of determining any liability under the Securities Act, each filing
of the Registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Exchange Act (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Exchange Act) that is incorporated by
reference in this Registration Statement shall be deemed to be a
new registration statement relating to the securities offered
herein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

    (c)  Insofar as indemnification for liabilities arising under
the Securities Act may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in
the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable.  In the event
that a claim for indemnification against such liabilities (other
than the payment by the Registrant of expenses incurred or paid by
a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted
by such director, officer or controlling person in connection with
the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will
be governed by the final adjudication of such issue.

<PAGE>
                            SIGNATURES

    Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and
has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City
of Canandaigua, State of New York, on this 22nd day of November,
1994.

                            CANANDAIGUA WINE COMPANY, INC.
                            (Registrant)

                            By: s/Richard Sands                   
                                 Richard Sands,
                                 President and Chief
                                 Executive Officer

    Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following
persons in the capacities and on the dates indicated.

    s/Richard Sands                        s/Lynn K. Fetterman    
Richard Sands, President,                  Lynn K. Fetterman,
Senior Vice President
Chief Executive Officer and Director            and Chief
Financial Officer 
(Principal Executive Officer)                   (Principal
Financial Officer and Principal                               
Accounting Officer)

Dated:  November 22, 1994             Dated:  November 22, 1994

    s/James A. Locke, III                  s/Marvin Sands         
James A. Locke, III,                       Marvin Sands, Chairman
of the Board
Director

Dated:  November 22, 1994             Dated:  November 22, 1994

    s/Bertram E. Silk                 s/Robert Sands              
Bertram E. Silk, Director                  Robert Sands, Director

Dated:  November 22, 1994             Dated:  November 22, 1994

    s/Ellis Goodman                        s/Sir Harry Solomon    
Ellis Goodman, Director               Sir Harry Solomon, Director

Dated:  November 22, 1994             Dated:  November 22, 1994

    s/George Bresler             
George Bresler, Director
                   
Dated:   November 22, 1994                 <PAGE>
                    
                         INDEX TO EXHIBITS

    (4)  Instruments defining the rights of security holders,
including indentures.

         4.1  Restated Certificate of Incorporation of the
              Registrant (filed as Exhibit 3.1 to the
              Registrant's Annual Report on Form 10-K, for the
              fiscal year ended August 31, 1993 and incorporated
              herein by reference).

         4.2  Amended and Restated By-Laws of the Registrant
              (filed herewith as Exhibit 4.2).

         4.3  Specimen of Certificate of Class A Common Stock of
              the Registrant (filed as Exhibit 1.1 to the
              Registrant's Registration Statement on Form 8-A,
              dated April 28, 1992 and incorporated herein by
              reference).

         4.4  Indenture dated as of December 27, 1993 among
              Canandaigua Wine Company, Inc., its Subsidiaries
              and Chemical Bank (filed as Exhibit 4.1 to the
              Registrants' Quarterly Report on Form 10-Q for the
              fiscal quarter ended November 30, 1993 and
              incorporated herein by reference).

         4.5  First Supplemental Indenture dated as of August 3,
              1994 among the Registrant, Canandaigua West, Inc.
              and Chemical Bank (filed herewith on Exhibit 4.5).

    (5)  Opinion re: legality.
              
         5.1  Opinion of Harter, Secrest & Emery (filed herewith
              as Exhibit 5.1).

    (15)      Letter re: unaudited interim financial information. 


         Not applicable.

    (23)      Consents of experts and counsel.

         23.1      Consent of Arthur Andersen LLP (filed herewith
                   as Exhibit 23.1).

         23.2      Consent of Ernst & Young LLP (filed herewith
                   as Exhibit 23.2).

         23.3      Consent of KPMG Peat Marwick LLP (filed
                   herewith as Exhibit 23.3).

         23.4      Consent of Harter, Secrest & Emery (contained
                   in Exhibit 5.1 of this Registration
                   Statement).


    (24)      Power of Attorney.
              Not applicable.

    (25)      Statement of eligibility of trustee.
              Not applicable.

    (27)      Financial data schedule.
              Not applicable.

    (28)      Information from reports furnished to state
insurance regulatory authorities.
              Not applicable.

    (99)      Additional exhibits.

         Canandaigua Wine Company, Inc. Stock Option and Stock
         Appreciation Right Plan (the "Plan") (filed as Appendix
         B of the Registrant's Definitive Proxy Statement dated
         December 23, 1987 and incorporated herein by reference);
         Amendment No. 1 to the Plan (filed as Exhibit 10.1 to
         the Registrant's Annual Report on Form 10-K for the
         fiscal year ended August 31, 1992 and incorporated
         herein by reference); Amendment No. 2 to the Plan (filed
         as Exhibit 28 to the Registrant's Quarterly Report on
         Form 10-Q for the fiscal quarter ended November 30, 1992
         and incorporated herein by reference); Amendment No. 3
         to the Plan (filed as Exhibit 10.4 to the Registrant's
         Annual Report on Form 10-K for the fiscal year ended
         August 31, 1993 and incorporated herein by reference);
         Amendment No. 4 to the Plan (filed as Exhibit 10.1 to
         the Registrant's Quarterly Report on Form 10-Q for the
         fiscal quarter ended November 30, 1993 and incorporated
         herein by reference); Amendment No. 5 to the Plan (filed
         as Exhibit 10.1 to the Registrant's Quarterly Report on
         Form 10-Q for the fiscal quarter ended February 28, 1994
         and incorporated herein by reference).
[{"type": "S-8", "sequence": "1", "description": "STOCK OPTION PLAN", "secsgml_size_bytes": 18252}]
{"company-data": {"conformed-name": "CANANDAIGUA WINE CO INC", "cik": "0000016918", "assigned-sic": "2080", "irs-number": "160716709", "state-of-incorporation": "DE", "fiscal-year-end": "0831"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-56557", "film-number": "94561459"}, "business-address": {"street1": "116 BUFFALO ST", "city": "CANANDAIGUA", "state": "NY", "zip": "14424", "phone": "7163947900"}}
As filed with the Securities and Exchange Commission on November 22, 1994.

                                             Registration No. 33-        

                 SECURITIES AND EXCHANGE COMMISSION
                    Washington, D.C.  20549
              

                           FORM S-8
                     REGISTRATION STATEMENT
                            Under
                    THE SECURITIES ACT OF 1933
              

                    CANANDAIGUA WINE COMPANY, INC.
          (Exact name of Registrant as specified in its charter)

      Delaware                                         16-0716709
(State or other jurisdiction of                       (I.R.S. Employer
 incorporation or organization)                       Identification No.)

                          116 Buffalo Street
                     Canandaigua, New York  14424
                         (716) 394-7900
(Address, including zip code, and telephone number, including area code,
of Registrant's principal executive offices)

             Canandaigua Wine Company, Inc. Stock Option and 
                   Stock Appreciation Right Plan
                      (Full title of Plan)

                         Robert Sands,
            Executive Vice President and General Counsel
                 Canandaigua Wine Company, Inc.
                      116 Buffalo Street
                  Canandaigua, New York  14424
                       (716) 394-7900
      (Name, address, including zip code, and telephone number
             including area code, of agent for service)

                 Calculation of Registration Fee
Title of Securities  Amount to be     Proposed maximum   Proposed maximum    Amount of
to be registered     registered       offering price     aggregate offering  registration
                                      per share (1)      price                 fee
__________________   ____________     ________________   _________________   ____________
Class A Common       2,963,100        $34.00             $88,974,487.95      $30,680.86
(1) As instructed by Rule 457(h)(1), estimated in accordance with Rule 
457(c), as of November 16, 1994, solely for the purpose of calculating 
the registration fee.

Pursuant to Rule 416, there are also being registered such additional 
shares of Class A Common Stock as may become issuable pursuant to 
anti-dilution provisions of the Plan.
PAGE
PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

    The following documents of the Registrant previously filed
with the Securities and Exchange Commission are incorporated
herein by reference:

    (a)  The Registrant's Annual Report on Form 10-K for the
         fiscal year ended August 31, 1993;

    (b)  The Registrant's Quarterly Reports on Form 10-Q for the
         quarterly periods ended November 30, 1993, February 28,
         1994 and May 31, 1994;

    (c)  The Registrant's Current Report on Form 8-K dated
         September 15, 1993; Form 8-K dated October 15, 1993, as
         amended by Form 8-K/A, Form 8-K/A-2, and Form 8-K/A-3;
         Form 8-K dated June 23, 1994; Form 8-K dated August 5,
         1994, as amended by Form 8-K/A and Form 8-K/A-2; Form
         8-K dated October 21, 1994 and Form 8-K dated November
         7, 1994; 

    (d)  The Registrant's Report of Securities Quoted on NASDAQ
         Interdealer Quotation System on Form 10-C dated October
         12, 1993; Report on Form 10-C dated November 23, 1993
         (pertaining to the Registrant's Class A Common Stock,
         par value $.01 per share); and Report on Form 10-C dated
         November 23, 1993 (pertaining to the Registrant's 7%
         Convertible Subordinated Debentures due 2011); and

    (e)  The description of the Registrant's Class A Common
         Stock, par value $.01 per share, contained in Item 1 of
         the Registrant's Registration of Certain Classes of
         Securities Pursuant to Section 12(b) or 12(g) of the
         Securities Exchange Act of 1934 on Form 8-A dated April
         28, 1992 filed with the Securities and Exchange
         Commission.  

    All documents filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), after the date of this
Registration Statement (and prior to the filing of a
post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then
remaining unsold) shall be deemed to be incorporated by reference
in this Registration Statement and to be a part hereof from the
date of filing of such documents.
Item 4.  Description of Securities

    Not applicable.

Item 5.  Interests of Named Experts and Counsel

    James A. Locke, III, Esq. serves as a member of the Board of
Directors of the Registrant.  Mr. Locke is a partner in the law
firm Harter, Secrest & Emery, which firm has issued an opinion
regarding the legality of the securities offered by the
Registration Statement.  A copy of the opinion of Harter, Secrest
& Emery is attached hereto as Exhibit 5.1. 

Item 6.  Indemnification of Directors and Officers

    The General Corporation Law of Delaware (Section 102) allows
a corporation to eliminate the personal liability of directors of
a corporation to the corporation or to any of its stockholders for
monetary damage for a breach of his/her fiduciary duty as a
director, except in the case where the director breached his/her
duty of loyalty, failed to act in good faith, engaged in
intentional misconduct or knowingly violated a law, authorized the
payment of a dividend or approved a stock repurchase in violation
of Delaware corporate law or obtained an improper personal
benefit.  The Restated Certificate of Incorporation of the
Registrant contains a provision which eliminates directors'
personal liability as set forth above.

    The General Corporation Law of Delaware (Section 145) gives
Delaware corporations broad powers to indemnify their present and
former directors and officers and those of affiliated corporations
against expenses incurred in the defense of any lawsuit to which
they are made parties by reason of being or having been such
directors or officers, subject to specified conditions and
exclusions; gives a director or officer who successfully defends
and action the right to be so indemnified; and authorizes the
Registrant to buy directors' and officers' liability insurance. 
Such indemnification is not exclusive of any other right to which
those indemnified may be entitled under any bylaw, agreement, vote
of stockholders or otherwise.

    The Registrant's Restated Certificate of Incorporation
provides for indemnification to the fullest extent authorized by
Section 145 of the General Corporation Law of Delaware for
directors, officers and employees of the Registrant and also to
persons who are serving at the request of the Registrant as
directors, officers or employees of other corporations (including
subsidiaries); provided that, with respect to proceedings
initiated by such indemnitee, indemnification shall be provided
only if such proceedings were authorized by the Board of
Directors.  The right of indemnification is not exclusive of any
other right which any person may acquire under any statute, bylaw,
agreement, contract, vote of stockholders or otherwise.

    The Registrant maintains a directors' and officers' liability
insurance and corporate reimbursement policy insuring directors
and officers against loss arising from claims made arising out of
the performance of their duties.

    Under the terms of an Underwriting Agreement between the
Registrant, certain Selling Shareholders and CS First Boston
Corporation, Merrill Lynch, Pierce, Fenner & Smith, Incorporated,
William Blair & Company and Chase Securities, Inc., acting on
behalf of themselves and as Representatives of the Several
Underwriters, and under the terms of a Subscription Agreement
between the Registrant, certain Selling Shareholders and CS First
Boston Limited, Merrill Lynch International Limited and William
Blair & Company (the "Managers"), each dated November 10, 1994,
the Underwriters and the Managers have agreed to indemnify, under
certain conditions, the Registrant, its directors, certain of its
officers and persons who control the Registrant within the meaning
of the Securities Act of 1933, as amended (the "Securities Act")
against certain liabilities.  (The form of the Underwriting
Agreement has been filed with the Securities and Exchange
Commission as Exhibit 1 to the Registrant's Registration Statement
on Form S-3 (Amendment No. 2) (Registration No. 33-55997)).

Item 7.  Exemption from Registration Claimed

    Not applicable.

Item 8.  Exhibits

    Exhibits filed as part of this Registration Statement are
listed on the Index to Exhibits located at pages 6-7 hereof and
incorporated herein by reference.

Item 9.  Undertakings

    (a)  The undersigned Registrant hereby undertakes (subject to
the proviso contained in Item 512(a) of Regulation S-K):

         (1)  To file, during any period in which offers or sales
are being made, a post-effective amendment to this Registration
Statement:

              (i)  To include any prospectus required by Section
10(a)(3) of the Securities Act;

              (ii)      To reflect in the prospectus any facts or
events arising after the effective date of this Registration
Statement (or the most recent post-effective amendment hereto)
which, individually or in the aggregate, represent a fundamental
change in the information set forth in this Registration
Statement;

              (iii)     To include any material information with
respect to the plan of distribution not previously disclosed in
this Registration Statement or any material change to such
information in this Registration Statement;

         (2)  That, for the purpose of determining any liability
under the Securities Act, each such post-effective amendment shall
be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof;

         (3)  To remove from registration by means of a
post-effective amendment any of the securities being registered
which remain unsold at the termination of the offering.

    (b)  The undersigned Registrant undertakes that, for purposes
of determining any liability under the Securities Act, each filing
of the Registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Exchange Act (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Exchange Act) that is incorporated by
reference in this Registration Statement shall be deemed to be a
new registration statement relating to the securities offered
herein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

    (c)  Insofar as indemnification for liabilities arising under
the Securities Act may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in
the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable.  In the event
that a claim for indemnification against such liabilities (other
than the payment by the Registrant of expenses incurred or paid by
a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted
by such director, officer or controlling person in connection with
the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will
be governed by the final adjudication of such issue.
SIGNATURES

    Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and
has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City
of Canandaigua, State of New York, on this 22nd day of November,
1994.

                            CANANDAIGUA WINE COMPANY, INC.
                            (Registrant)

                            By: s/Richard Sands                   
                                 Richard Sands,
                                 President and Chief
                                 Executive Officer

    Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following
persons in the capacities and on the dates indicated.

    s/Richard Sands                        s/Lynn K. Fetterman    
Richard Sands, President,                  Lynn K. Fetterman,
Senior Vice President
Chief Executive Officer and Director            and Chief
Financial Officer 
(Principal Executive Officer)                   (Principal
Financial Officer and Principal                               
Accounting Officer)

Dated:  November 22, 1994             Dated:  November 22, 1994

    s/James A. Locke, III                  s/Marvin Sands         
James A. Locke, III,                       Marvin Sands, Chairman
of the Board
Director

Dated:  November 22, 1994             Dated:  November 22, 1994

    s/Bertram E. Silk                 s/Robert Sands              
Bertram E. Silk, Director                  Robert Sands, Director

Dated:  November 22, 1994             Dated:  November 22, 1994

    s/Ellis Goodman                        s/Sir Harry Solomon    
Ellis Goodman, Director               Sir Harry Solomon, Director

Dated:  November 22, 1994             Dated:  November 22, 1994

    s/George Bresler             
George Bresler, Director
                   
Dated:   November 22, 1994
INDEX TO EXHIBITS

    (4)  Instruments defining the rights of security holders,
including indentures.

         4.1  Restated Certificate of Incorporation of the
              Registrant (filed as Exhibit 3.1 to the
              Registrant's Annual Report on Form 10-K, for the
              fiscal year ended August 31, 1993 and incorporated
              herein by reference).

         4.2  Amended and Restated By-Laws of the Registrant
              (filed herewith as Exhibit 4.2).

         4.3  Specimen of Certificate of Class A Common Stock of
              the Registrant (filed as Exhibit 1.1 to the
              Registrant's Registration Statement on Form 8-A,
              dated April 28, 1992 and incorporated herein by
              reference).

         4.4  Indenture dated as of December 27, 1993 among
              Canandaigua Wine Company, Inc., its Subsidiaries
              and Chemical Bank (filed as Exhibit 4.1 to the
              Registrants' Quarterly Report on Form 10-Q for the
              fiscal quarter ended November 30, 1993 and
              incorporated herein by reference).

         4.5  First Supplemental Indenture dated as of August 3,
              1994 among the Registrant, Canandaigua West, Inc.
              and Chemical Bank (filed herewith on Exhibit 4.5).

    (5)  Opinion re: legality.
              
         5.1  Opinion of Harter, Secrest & Emery (filed herewith
              as Exhibit 5.1).

    (15)      Letter re: unaudited interim financial information. 

         Not applicable.

    (23)      Consents of experts and counsel.

         23.1      Consent of Arthur Andersen LLP (filed herewith
                   as Exhibit 23.1).

         23.2      Consent of Ernst & Young LLP (filed herewith
                   as Exhibit 23.2).

         23.3      Consent of KPMG Peat Marwick LLP (filed
                   herewith as Exhibit 23.3).

         23.4      Consent of Harter, Secrest & Emery (contained
                   in Exhibit 5.1 of this Registration
                   Statement).

    (24)      Power of Attorney.
              Not applicable.

    (25)      Statement of eligibility of trustee.
              Not applicable.

    (27)      Financial data schedule.
              Not applicable.

    (28)      Information from reports furnished to state
insurance regulatory authorities.
              Not applicable.

    (99)      Additional exhibits.

         Canandaigua Wine Company, Inc. Stock Option and Stock
         Appreciation Right Plan (the "Plan") (filed as Appendix
         B of the Registrant's Definitive Proxy Statement dated
         December 23, 1987 and incorporated herein by reference);
         Amendment No. 1 to the Plan (filed as Exhibit 10.1 to
         the Registrant's Annual Report on Form 10-K for the
         fiscal year ended August 31, 1992 and incorporated
         herein by reference); Amendment No. 2 to the Plan (filed
         as Exhibit 28 to the Registrant's Quarterly Report on
         Form 10-Q for the fiscal quarter ended November 30, 1992
         and incorporated herein by reference); Amendment No. 3
         to the Plan (filed as Exhibit 10.4 to the Registrant's
         Annual Report on Form 10-K for the fiscal year ended
         August 31, 1993 and incorporated herein by reference);
         Amendment No. 4 to the Plan (filed as Exhibit 10.1 to
         the Registrant's Quarterly Report on Form 10-Q for the
         fiscal quarter ended November 30, 1993 and incorporated
         herein by reference); Amendment No. 5 to the Plan (filed
         as Exhibit 10.1 to the Registrant's Quarterly Report on
         Form 10-Q for the fiscal quarter ended February 28, 1994
         and incorporated herein by reference).