CONSTELLATION BRANDS, INC. — Director's Dealing 2005

Aug 4, 2005

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CONSTELLATION BRANDS, INC. (STZ/STZ.B)
CIK: 0000016918
Period of Report: 2005-08-01

Reporting Person: SANDS ROBERT (Director, President & COO, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2005-08-01	Class A Common Stock	M	120000	$3.75	Acquired	702312	Direct
2005-08-01	Class A Common Stock	S	120000	$27.3947	Disposed	582312	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2005-08-01	Non-Qualified Stock Option (Right to buy)	$3.75	M	120000	Disposed	2005-08-27	Class A Common Stock (120000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	1418860	Indirect
Class A Common Stock	1447812	Indirect
Class A Common Stock	768	Indirect
Class A Common Stock	471608	Indirect
Class A Common Stock	28792	Indirect
Class A Common Stock	80928	Indirect
Class A Common Stock	73800	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Class B (convertible) Common Stock	$		Class A Common Stock (5902592)	5902592	Direct
Class B (convertible) Common Stock	$		Class A Common Stock (667368)	667368	Indirect
Class B (convertible) Common Stock	$		Class A Common Stock (5431712)	5431712	Indirect
Class B (convertible) Common Stock	$		Class A Common Stock (563632)	563632	Indirect
Class B (convertible) Common Stock	$		Class A Common Stock (147432)	147432	Indirect
Class B (convertible) Common Stock	$		Class A Common Stock (4050000)	4050000	Indirect
Non-Qualified Stock Option (Right to buy)	$3.75	2006-01-24	Class A Common Stock (400000)	400000	Direct
Non-Qualified Stock Option (Right to buy)	$3.3438	2006-12-18	Class A Common Stock (160000)	160000	Direct
Non-Qualified Stock Option (Right to buy)	$5.125	2007-09-14	Class A Common Stock (133600)	133600	Direct
Non-Qualified Stock Option (Right to buy)	$6.4532	2008-04-26	Class A Common Stock (128800)	128800	Direct
Non-Qualified Stock Option (Right to buy)	$6.50	2009-04-14	Class A Common Stock (128000)	128000	Direct
Non-Qualified Stock Option (Right to buy)	$6.4375	2010-04-05	Class A Common Stock (156800)	156800	Direct
Non-Qualified Stock Option (Right to buy)	$8.8713	2011-04-10	Class A Common Stock (112000)	112000	Direct
Non-Qualified Stock Option (Right to buy)	$10.25	2011-09-26	Class A Common Stock (160000)	160000	Direct
Non-Qualified Stock Option (Right to buy)	$11.795	2013-04-02	Class A Common Stock (107600)	107600	Direct
Non-Qualified Stock Option (Right to buy)	$11.75	2013-04-03	Class A Common Stock (60000)	60000	Direct
Non-Qualified Stock Option (Right to buy)	$16.63	2014-04-06	Class A Common Stock (191800)	191800	Direct
Non-Qualified Stock Option (Right to buy)	$23.02	2014-12-23	Class A Common Stock (40000)	40000	Direct
Non-Qualified Stock Option (Right to buy)	$27.235	2015-04-07	Class A Common Stock (128000)	128000	Direct

Footnotes

F1: Effected pursuant to a Rule 10b5-1 trading plan adopted on January 24, 2005.

F2: Remainder interest after the life estate of Marilyn Sands. The life estate terminates on the earlier of (i) 20 years from its commencement (11/13/87) or (ii) Mrs. Sands' death. Marilyn Sands' interest includes the right to receive income from and the power to vote and dispose of the shares subject to the vested beneficial interest of the remaindermen.

F3: Except to the extent that the reporting person has a direct or indirect pecuniary interest in securities owned by the applicable partnership or limited liability company, the reporting person disclaims beneficial ownership with respect to securities held in this manner. This report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for the purposes of Section 16 or any other purpose.

F4: Held by CWC Partnership II, a general partnership of which the reporting person is a trustee of the managing partner and in which he has a pecuniary interest.

F5: Held by M, L, R & R ("MLR&R"), a general partnership of which the reporting person is a general partner and in which he has a pecuniary interest. The reporting person is a beneficiary and trustee of The Marvin Sands Master Trust, which is also a partner in MLR&R.

F6: Held by CWC Partnership I, a general partnership of which the reporting person is a managing partner and in which he has a pecuniary interest.

F7: The reporting person disclaims beneficial ownership with respect to securities held in this manner, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for the purposes of Section 16 or any other purpose.

F8: Shares of Class B Common Stock are convertible into shares of Class A Common Stock of the Issuer on a one-to-one basis at any time at the option of the holder. The ticker symbol for Class B Common Stock is STZ.B.

F9: Held by the reporting person as trustee of The Marvin Sands Master Trust.

F10: Held by a trust for the benefit of the grandchildren of Marvin and Marilyn Sands. The reporting person, an adult child of Marvin and Marilyn Sands, is a co-trustee of the trust.

F11: 100% of this option has become exercisable.

F12: 50% of this option has become exercisable and the remaining 50% will become exercisable in two equal annual installments, beginning on April 3, 2006.

F13: This option becomes exercisable prior to the date specified as follows: (i) 25% has become exercisable; (ii) an additional 25% will become exercisable after the fair market value of a share of Class A Common Stock has been at least $30.445 for fifteen (15) consecutive trading days; and (iii) the remaining 50% will become exercisable after such fair market value has been at least $35.01 for fifteen (15) consecutive trading days.

F14: This option becomes exercisable prior to the date specified as follows: (i) 25% will become exercisable after the fair market value of a share of Class A Common Stock has been at least $31.32 for fifteen (15) consecutive trading days; (ii) an additional 25% will become exercisable after such fair market value has been at least $36.02 for fifteen (15) consecutive trading days; and (iii) the remaining 50% will become exercisable after such fair market value has been at least $41.425 for fifteen (15) consecutive trading days.